SECURITIES AND EXCHANGE COMMISSION

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

                                   FORM 10-QSB

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

                  For the quarterly period ended March 31, 2002

                                       OR

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


             For the transition period from ________ to ___________

             Commission file number: 333-14477______ to ___________


                                SPORTSNUTS, INC.
        (Exact name of small business issuer as specified in its charter)
<TABLE>
<S>                                                        <C>
     Delaware                                               87-0561426
     --------                                               ----------

    (State or other jurisdiction of                         (IRS Employer
     incorporation or organization)                         Identification No.)

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

                                (801) 816-2500
                                 --------------
                           Issuer's telephone number
----------------------------------------------------------------------------
(Former name or former address and former fiscal year, if change since last
report.)







                                        1

<PAGE>




                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports  required to be
filed by  Sections  12,  13,  or 15(d) of the  Exchange  Act of 1934  after  the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]


                      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 31, 2002, the Company had
outstanding 57,568,854 shares of common stock, par value $0.002 per share.

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







                                        2

<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

The Financial Statements of the Company are prepared as of March 31, 2002.

ITEM 1.        FINANCIAL STATEMENTS REQUIRED BY FORM 10-QSB


                                    CONTENTS
<TABLE>
<S>                                                                          <C>
Consolidated Balance Sheets.................................................. 4

Consolidated Statements of Operations........................................ 6

Consolidated Statements of Stockholders' Equity (Deficit).................... 7

Consolidated Statements of Cash Flows........................................ 9

Notes to the Consolidated Financial Statements.............................. 11
</TABLE>



























                                        3

<PAGE>



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

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                March 31,         December 31,
                                                                                 2002                 2001
                                                                           ------------------  -----------------
                                                                               (Unaudited)
<S>                                                                       <C>                 <C>
CURRENT ASSETS

   Cash and cash equivalents (Note 1)                                      $           78,049  $          84,859
   Accounts receivable, net (Note 1)                                                   38,301             12,218
   Prepaid expenses                                                                    43,902             13,338
                                                                           ------------------  ------------------

     Total Current Assets                                                             160,252             110,415
                                                                           ------------------  -------------------

PROPERTY AND EQUIPMENT (Note 1)

   Computer hardware                                                                  722,534            722,534
   Computer software                                                                  721,809            721,809
   Furniture and office equipment                                                     193,819            193,819
   Less - accumulated depreciation                                                 (1,256,759)        (1,137,588)
                                                                           ------------------  -----------------

     Total Property and Equipment                                                     381,403            500,574
                                                                           ------------------  -----------------

OTHER ASSETS

   Goodwill, net (Note 10)                                                            153,270            153,270
                                                                           ------------------  -----------------

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

     TOTAL ASSETS                                                          $          694,925  $         764,259
                                                                           ==================  =================
</TABLE>


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


                                        4

<PAGE>



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


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
                                                                                March            December 31,
                                                                                 2002                 2001
                                                                           ------------------  -----------------
                                                                               (Unaudited)
<S>                                                                        <C>                 <C>
CURRENT LIABILITIES

   Accounts payable                                                                   860,658  $         850,020
   Accrued expenses                                                                   739,922            632,721
   Capital leases, current portion (Note 11)                                           83,493             69,023
   Notes payable, current portion (Note 3)                                            115,000            115,000
   Notes payable, related parties (Note 2)                                            510,167            486,000
                                                                           ------------------  -----------------

     Total Current Liabilities                                                      2,309,240          2,152,764
                                                                           ------------------  -----------------

LONG-TERM LIABILITIES

   Capital leases (Note 11)                                                           237,754            252,224
                                                                           ------------------  -----------------

     Total Long-Term Liabilities                                                      237,754            252,224
                                                                           ------------------  -----------------

     TOTAL LIABILITIES                                                              2,546,994          2,404,988
                                                                           ------------------  -----------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock, $0.002 par value; 20,000,000 shares
    authorized, 178,000 shares issued and outstanding                                     356                356
   Common stock, $0.002 par value; 200,000,000 shares
    authorized, 57,568,854 and 46,668,854 shares issued
    and outstanding, respectively                                                     115,138             93,338
   Additional paid-in capital                                                      19,553,115         19,166,789
   Accumulated deficit                                                            (21,520,678)       (20,901,212)
                                                                           ------------------  -----------------

     Total Stockholders' Equity (Deficit)                                          (1,852,069)        (1,640,729)
                                                                           ------------------  -----------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                                           $          694,925  $         764,259
                                                                           ==================  =================
</TABLE>


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


                                        5

<PAGE>



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

<TABLE>
<CAPTION>

                                                                                    For the Three Months Ended
                                                                                               March 31,
                                                                           -------------------------------------
                                                                                2002                  2001
                                                                           ------------------  -----------------

<S>                                                                       <C>                  <C>
NET SALES                                                                  $           69,983  $          -
                                                                           ------------------  -----------------

OPERATING EXPENSES
   Cost of Sales                                                                       19,612             -
   General and administrative                                                         497,621            254,165
   Selling and marketing                                                               89,619            195,520
   Research and development                                                            58,780             46,149
                                                                           ------------------  -----------------

     Total Operating Expenses                                                         665,632            495,834
                                                                           ------------------  -----------------

LOSS FROM OPERATIONS                                                                 (595,649)          (495,834)
                                                                           ------------------  -----------------

OTHER INCOME (EXPENSES)
   Interest expense                                                                   (34,911)           (26,839)
   Interest income                                                                         69                101
   Other income                                                                        11,025              5,300
   Gain on settlement of debt (Note 1)                                                 -                   1,797
                                                                           ------------------  -----------------

     Total Other Income (Expenses)                                                    (23,817)           (19,641)
                                                                           ------------------  -----------------


LOSS BEFORE INCOME TAXES                                                             (619,466)          (515,475)

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

NET LOSS                                                                   $         (619,466) $        (515,475)
                                                                           ==================  =================


BASIC LOSS PER COMMON SHARE -
 BASIC AND DILUTED (Note 1)
   Loss from continuing operations                                         $            (0.01) $           (0.11)
                                                                           ------------------  -----------------
     Basic Loss Per Share                                                  $            (0.01) $           (0.11)
                                                                           ==================  =================

WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                                                                51,862,187          4,630,550
                                                                           ==================  =================
</TABLE>





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


                                        6

<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, 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 December 31          -
2001                                       -------      -------           -----------        -------------

Balance, December 31, 2001                 178,000          356            46,668,854               93,338

Issuance of common stock for cash
(unaudited)                                      -            -            10,900,000               21,800

Warrants/Options issued below market value
(unaudited)                                      -            -                     -                    -

Net loss for the three months ended
March 31, 2002 (unaudited)                       -            -                     -                    -
                                         ---------     --------           -----------        -------------
Balance, March 31, 2002 (unaudited)        178,000      $   356            57,568,854        $     115,138
                                         =========      =======           ===========        =============

</TABLE>

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

                                        7

<PAGE>



                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
      Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>



                                                                Additional
                                                                 Paid-In        Accumulated      Total Stockholders'
                                                                 Capital          Deficit          Equity (Deficit)
                                                               -------------    --------------  -------------------
<S>                                                            <C>             <C>                  <C>
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 December 31, 2001                              -        (1,703,240)          (1,703,240)
                                                                ------------    --------------       --------------
Balance, December 31, 2001                                        19,166,789       (20,901,212)          (1,640,729)
Issuance of common stock for cash (unaudited)                         87,200                 -              109,000
Warrants/Options issued below market value (unaudited)               299,126                 -              299,126
Net loss for the three months ended March 31, 2002 (unaudited)             -          (619,466)            (619,466)
                                                               -------------    --------------       --------------

Balance, March 31, 2002 (unaudited)                            $  19,553,115   $   (21,520,678)     $    (1,852,069)
                                                               =============   ================     ================
</TABLE>















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

                                        8

<PAGE>



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

<TABLE>
<CAPTION>
                                                                                         For the Three Months Ended
                                                                                                March 31,
                                                                                    --------------------------------------
                                                                                          2002                 2001
                                                                                    -----------------   ------------------
<S>                                                                                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                                         $        (619,466)  $        (515,475)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
     Depreciation                                                                             119,171             111,684
     Common stock issued for services                                                          -                   76,650
     Warrants issued below market value                                                       299,126              77,940
     Gain on forgiveness of debt                                                               -                   (1,797)
     Warrants exercised for services                                                           -                   50,000
     Options exercised for services                                                            -                    3,342

   Changes in operating assets and liabilities:
     Accounts receivable                                                                      (26,083)                299
     Inventory                                                                                 -                    2,715
     Other current assets                                                                     (30,564)             15,478
     Accounts payable and accrued expenses                                                    117,839              83,143
                                                                                    -----------------   -----------------

       Net Cash Used in Operating Activities                                                 (139,977)            (96,021)
                                                                                    -----------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from issuance of notes payable - related parties                                   24,167              -
   Proceeds from issuance of common stock                                                     109,000              50,000
   Proceeds from exercise of stock warrants                                                    -                   65,000
   Principal payments of notes payable - related parties                                       -                   (7,500)
                                                                                    -----------------   -----------------

       Net Cash Provided by Financing Activities                                    $         133,167   $         107,500
                                                                                    -----------------   -----------------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                                                   $          (6,810)  $          11,479

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                                                           84,859                 651
                                                                                    -----------------   -----------------

CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                                                                          $          78,049   $          12,130
                                                                                    =================   =================
</TABLE>







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

                                        9

<PAGE>








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

<TABLE>
<CAPTION>

                                                                                             For the Three Months Ended
                                                                                                       March 31,
                                                                                    -------------------------------------
                                                                                         2002                2001
                                                                                    -------------------  -----------------
<S>                                                                                <C>                   <C>
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:

   Interest                                                                         $           2,028    $            37
   Income taxes                                                                     $          -         $            -

Non-Cash Investing and Financing Activities:

   Common stock issued for services                                                 $          -         $         76,650

   Common stock issued for warrants exercised
   through services rendered                                                        $          -         $         50,000

   Common stock issued for options exercised
   through services rendered                                                        $          -         $          3,342

   Common stock issued for options exercised
   by conversion of accounts payable and
   other liabilities                                                                $          -         $          7,858

   Common stock issued for options exercised
   for stock subscription receivable                                                $          -         $          1,600
</TABLE>


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

                                       10

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001


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.

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

              Effective April 15, 2001, the Company issued 3,800,000 shares of
              its common stock to 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.




                                       11

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001




NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              d. Property and Equipment

              Property and equipment are stated at cost. Expenditures for
              ordinary maintenance and repairs are charged to operations as
              incurred. Major additions and improvements are capitalized.
              Depreciation is computed using the straight-line and accelerated
              methods over estimated useful lives as follows:
<TABLE>
<S>                                                             <C>
                      Computer hardware                         3 years
                      Computer software                         3 years
                      Office equipment                          7 years
</TABLE>

              Depreciation expense for the three months ended March 31, 2002 and
              2001 was $119,171 and $111,684, respectively.

              e. Accounts Receivable

              Accounts receivable are recorded net of the allowance for doubtful
              accounts of $25,793 as of March 31, 2002 and 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.











                                       12

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001






NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              i. Basic Loss Per Share
<TABLE>
                                                                               For the Three Months Ended
                                                                                        March 31,
                                                                         ------------------------------------------
                                                                                2002                   2001
                                                                         -----------------     ---------------------
<S>                                                                     <C>                    <C>
              Basic loss per share from continuing operations:

                     Loss (numerator)                                    $        (619,466)    $        (515,475)
                     Shares (denominator)                                       51,862,187             4,630,550
                     Per share amount                                    $           (0.01)    $           (0.11)
</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.

              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.





                                       13

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001







NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              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
              March 31, 2002, there were 7,565,000 options outstanding which
              were granted to employees, 7,315,000 of which were granted at
              exercise prices equal to or above the market price on the grant
              date. 250,000 options were granted at an exercise price of $0.01
              below 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 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. The Company is continuing to
              negotiate with additional creditors to settle other old accounts
              payable at a discount. These settlements resulted in a gain of
              $1,797 for the three months ended March 31, 2001.

              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

                                       14

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001

NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              n. Newly Issued Accounting Pronouncements (Continued)


              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.

              SFAS 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, 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."


                                       15

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001

NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              n. Newly Issued Accounting Pronouncements (Continued)

              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.


NOTE 2 -      NOTES PAYABLE - RELATED PARTIES

              Notes payable - related parties consisted of the following:
<TABLE>
<CAPTION>
                                                                                    March 31,        December 31,
                                                                                      2002               2001
                                                                                -----------------    -------------
                                                                                   (Unaudited)
<S>                                                                             <C>                 <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       $    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             20,000

              Notes payable to related individuals, unsecured,
               interest at 10%, due on demand.                                          31,167              7,000

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

                     Total notes payable - related parties                             510,167            486,000

</TABLE>
                                       16

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001

NOTE 2 -      NOTES PAYABLE - RELATED PARTIES (Continued)

<TABLE>
<S>                                                                             <C>                   <C>

                     Less: current portion                                            (510,167)             (486,000)
                                                                                ---------------       ---------------

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

              Maturities of notes payable - related parties are as follows:
<TABLE>
<S>                                                                                                 <C>
                       Year Ending
                         March 31,                                                                          Amount
              ---------------------------------                                                      -----------------

                         2003                                                                        $         510,167
                                                                                                     -----------------

                         Total                                                                       $         510,167
                                                                                                     =================
</TABLE>
NOTE 3 -      NOTES PAYABLE

              Notes payable consisted of the following:
<TABLE>
<CAPTION>
                                                                                    March 31,           December 31,
                                                                                     2002                   2001
                                                                                -----------------     ---------------
                                                                                   (Unaudited)
<S>                                                                             <C>                 <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      $        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                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                50,000

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

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

                     Total notes payable                                               115,000               115,000

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

                     Long-term notes payable                                     $          -         $           -
                                                                                ===============       ===============

</TABLE>

                                       17

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001

NOTE 3 -      NOTES PAYABLE  (Continued)

              Maturities of notes payable are as follows:
<TABLE>
<CAPTION>
                     Year Ending
                       March 31,                                                                     Amount
              ----------------------------                                                     -----------------
<S>                                                                                            <C>

                         2003                                                                  $         115,000
                                                                                               -----------------

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






                                                        18

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001

NOTE 4 -      COMMON AND PREFERRED STOCK TRANSACTIONS

              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.

              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.



                                       19

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001

NOTE 4 -      COMMON AND PREFERRED STOCK TRANSACTIONS (Continued)

              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
              14,000,000 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 January 7, 2002, the Company sold and issued 1,000,000
              shares of its common stock at a price of $0.01 per share.

              Effective January 22, 2002, the Company sold and issued 2,500,000
              shares of its common stock at a price of $0.01 per share.

              Effective February 4, 2002, the Company sold and issued 1,400,000
              shares of its common stock at a price of $0.01 per share.

              Effective February 15, 2002, the Company sold and issued 500,000
              shares of its common stock at a price of $0.01 per share.

              Effective March 12, 2002, the Company sold and issued 5,500,000
              shares of its common stock at a price of $0.01 per share.

                                       20

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001

NOTE 5 -      OPTIONS AND WARRANTS

              Employee Stock Options

              The following tables summarize the information regarding employee
              stock options at March 31, 2002:
<TABLE>
<S>                                                                                            <C>
                      Options outstanding at December 31, 2001                                           8,005,000
                      Options granted                                                                      250,000
                      Options forfeited                                                                   (690,000)
                      Options exercised                                                                     -
                                                                                                ------------------
                      Options outstanding at March 31, 2002                                              7,565,000
                                                                                                ==================

                      Weighted average exercise price of options
                      outstanding at March 31, 2002                                             $             0.05
                                                                                                ==================
</TABLE>
<TABLE>
<CAPTION>
                                     Number of         Weighted                        Number of
                                     Options           Average          Weighted       Options           Weighted
                                    Outstanding       Remaining         Average      Exercisable at      Average
                  Exercise            March 31,      Contractual       Exercise         March 31,        Exercise
                  Prices                2002            Life             Price            2002             Price
              -----------------  ----------------  --------------  ---------------  ----------------   ------------
<S>           <C>                      <C>                  <C>    <C>                      <C>        <C>
              $            0.02         3,825,000            4.56  $          0.02           991,604   $       0.02
              $            0.03         2,400,000            3.96  $          0.03           587,500   $       0.03
              $            0.16         1,340,000            3.29  $          0.16           793,750   $       0.16
</TABLE>

              The Company applies APB Opinion 25 and related Interpretations in
              accounting for its plan. Accordingly, an expense of $2,500 has
              been recognized for its stock option plan during the first quarter
              of 2002. 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>

                                                                                       March 31,
                                                                       ----------------------------------------------
                                                                                2002                    2001
                                                                       ----------------------   ---------------------

<S>                                                                    <C>                      <C>
              Net loss as reported                                     $        (628,482)       $         (515,475)
              Pro forma net loss                                                (633,480)                 (515,475)
              Basic loss per share as reported                                     (0.01)                    (0.11)
              Pro forma basic loss per share                                       (0.01)                    (0.11)
</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                                                                      4-6 Years
                      Expected volatility                                                              2.18 - 2.89
                      Dividend yield                                                                           0.0

</TABLE>


                                       21

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001



NOTE 5 -      OPTIONS AND WARRANTS (Continued)

              Non-Employee Stock Options

              The following tables summarize the information regarding
              non-employee options outstanding at March 31, 2002.

<TABLE>
<S>                                                                                            <C>
                      Options outstanding at December 31, 2001                                           1,640,000
                      Options granted                                                                       -
                      Options cancelled                                                                   (70,000)
                                                                                                -----------------
                      Options outstanding at March 31, 2002                                              1,570,000
                                                                                                ==================

                      Weighted average exercise price of non-employee
                      options outstanding at March 31, 2002                                     $             0.02
                                                                                                ==================
</TABLE>
<TABLE>
<CAPTION>

                                    Number of         Weighted                        Number of
                                    Options           Average          Weighted       Options            Weighted
                                   Outstanding        Remaining        Average      Exercisable at       Average
                 Exercise            March 31,       Contractual       Exercise         March 31,        Exercise
                        Price         2002            Life             Price           2002              Price
              -----------------  ----------------  --------------  ---------------  ----------------   ------------
<S>           <C>                       <C>                  <C>   <C>                       <C>       <C>
              $            0.02         1,550,000            4.48  $          0.02           395,000   $       0.02
              $            0.03            20,000            3.96  $          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>






                                       22

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001

NOTE 5 -      OPTIONS AND WARRANTS (Continued)

              Warrants

              During the three months ended March 31, 2002, the Company issued
              warrants to acquire 29,500,000 shares of common stock. These
              warrants were issued at exercise prices ranging from $0.01 to
              $0.03. The warrants were issued as follows: 14,500,000 attached to
              common stock issued for cash, and 15,000,000 related to services
              rendered. The following tables summarize the information regarding
              warrants outstanding at March 31, 2002. All the warrants are
              exercisable at March 31, 2002.
<TABLE>

<S>                                                                                               <C>
                               Warrants outstanding at December 31, 2001                                  9,975,167
                               Warrants granted                                                          29,500,000
                               Warrants expired                                                            (18,500)
                               Warrants exercised                                                            -
                                                                                                    ---------------
                               Warrants outstanding at March 31, 2002                                    39,456,667
                                                                                                    ===============

                   Weighted average exercise price of warrants
                                 outstanding at March 31, 2002                                     $           0.08
                                                                                                   ================
</TABLE>
<TABLE>
<CAPTION>

                                                            Number of             Weighted
                                                            Warrants              Average             Weighted
                                                          Outstanding at          Remaining           Average
                                                            March 31,           Contractual          Exercise
                      Range of Exercise Prices               2002                Life                Price
                      ------------------------          ------------------  ------------------  ------------------

<S>                   <C>                                       <C>                       <C>   <C>
                      $0.01 - $0.10                             38,250,000                1.80  $             0.02
                      $0.75 - $1.00                                166,667                0.82  $             0.75
                      $2.00                                      1,040,000                1.04  $             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 $296,626 and $77,940 during the three months ended March 31,
              2002 and 2001, respectively. The expense is included in the
              general and administrative amount in the statement of operations.


                                       23

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001

NOTE 6 -       OPERATING LEASES

              The Company leases two (2) different facilities under
              non-cancelable operating leases expiring in 2004. Rental expense
              for the three months ended March 31, 2002 and 2001 was $21,093 and
              $33,766, 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 $868 and $1,783, respectively for the
              three months ended March 31, 2002 and 2001.

              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 three months ended March 31, 2002 and 2001
              was $619,466 and $515,475, 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.



                                       24

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001

NOTE 8 -      RELATED PARTY TRANSACTIONS

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

              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.


NOTE 9 - SEGMENT REPORTING

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

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

              Financial information as of and for the three months ended March
              31, 2002 with respect to the reportable segments is as follows:
<TABLE>
<CAPTION>
                                                                                                    Information
                                                             Online             Sports Event         Technology
                                                            Services              Management        Consulting
                                                          -----------------  ------------------  ------------------

<S>                                                       <C>                <C>                 <C>
              Cash                                        $          44,194  $           34,111  $           -
              Fixed assets, net                                     230,525               3,729             147,149
              Total assets                                          491,076              60,577             342,342
              Total liabilities                                   2,210,157              43,266             482,959
              External revenues                                       3,081              56,734              10,168
              Cost of goods sold                                        255              14,857               4,500
              Other income (expense)                               (14,199)                (42)             (9,576)
              Segment profit (loss) before tax effect             (583,802)               6,458            (38,896)
</TABLE>

NOTE 10 -     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 results of operations of RMSA are included in
              the consolidated financial statements from the date of acquisi-
              tion.

              Based on SFAS No. 142 as described in Note 1, the Company has
              determined that the goodwill associated with the acquisition of
              RMSA will no longer be amortized.  Furthermore, the Company has
              determined that there has been no impairment in goodwill since
              December 31, 2001.

                                       25

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                      March 31, 2002 and December 31, 2001



NOTE 11 -     CAPITAL LEASES

              Obligations under the capital lease at March 31, 2002 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                                                                  (83,493)
                                                                                                 ------------------

                     Capital leases - long-term portion                                          $          237,754
                                                                                                 ------------------
</TABLE>

              Future principal obligations of the capital leases payable are as
follows:
<TABLE>
<CAPTION>

                     Year Ending
                       March  31,                                                                      Amount
              ---------------------------                                                        ------------------
<S>                  <C>                                                                         <C>
                     2003                                                                        $           83,493
                     2004                                                                                    63,430
                     2005                                                                                    73,474
                     2006                                                                                    85,293
                     2007                                                                                    15,557
                                                                                                 ------------------
                   Total capital leases                                                          $          321,247
                                                                                                 ==================
</TABLE>

              Depreciation expense of $16,979 associated with the equipment
              under capital lease was expensed during the three months ended
              March 31, 2002.




                                       26

<PAGE>
ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The  following  discussion  of  the  financial  condition  and  results  of
operations of SportsNuts, Inc. (hereafter, "SportsNuts" or the "Company") should
be read in conjunction with the Unaudited 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 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.

     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

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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 periods ended March 31, 2002 and 2001.

     Revenues.  The Company  generated net revenues of $69,983  during the three
months  ended  March 31,  2002,  compared  to $0 net  revenues  during the first
quarter  of  2001.  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 three months ended March 31, 2002 were
$19,612  compared  to $0 cost of sales  during the first  quarter of 2001.  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 three months  ended March 31, 2002 were  $497,621,  a 96% increase  from
$254,165  during the first quarter of 2001. This increase was principally due to
the recognition of $299,126 in expenses relating to issuances of warrants during
the first quarter of 2002. The warrants were attached to common stock issued for
cash.  Without the  expenses  related to  warrants,  general and  administrative
expenses  would have been  $198,495,  a 22% decrease  from the first  quarter of
2001.  Management continues to make a concerted effort to decrease certain costs
associated   with   professional   fees,    contract   labor,   and   rent   and
occupancy-related  expense.  Payroll expense and professional fees accounted for
approximately $127,145 and $19,137,  respectively, of general and administrative
expenses  during the first  quarter of 2002,  as compared to $69,434 and $32,841
during the first quarter of 2001.

     Selling and  Marketing  Expenses.  Selling and  marketing  expenses for the
three months ended March 31, 2002 were  $89,619,  a 54% decrease  from  $195,520
during the first quarter of 2001.  This decrease was primarily  attributable  to
the public  relations  campaign  which was started in the first quarter of 2001.
The Company  anticipates that selling and marketing  expenses in the future will
increase as a sales  initiative  starting in 2002 will create a sales channel to
the amateur sports organizations  throughout the United States. The Company also
continues to focus on the sales of its technology consulting services.

     Product  Development.  Product research and development  expenditures  were
$58,780 for the three months ended March 31, 2002, as compared to $46,149 during
the first  quarter of 2001,  an increase of 27%.  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  expense of $23,817 for
the three months ended March 31, 2002  compared to net other  expense of $19,641
during the first quarter of 2001.

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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 March 31, 2002, the Company's  primary source of liquidity  consisted
of  $78,049 in cash and cash  equivalents.  The  Company  holds most of its cash
reserves  in local  sweep  accounts  with local  financial  institutions.  Since
inception,  the Company has financed its  operations  through a  combination  of
short and  long-term  loans,  and through the  private  placement  of its Common
Stock.

     The Company has sustained  significant net losses which have resulted in an
accumulated   deficit  at  March  31,  2002  of  $21,520,678  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
year ended  December  31,  2001 and the three  months  ended  March 31, 2002 was
$1,703,240 and $619,466,  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 and has  implemented a major sales  initiative  during the first
quarter of 2002. 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.  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.



FORWARD LOOKING STATEMENTS AND RISK FACTORS

Forward Looking Statements

     When used in this report,  the words,  "believe,"  "plan,"  "expects,"  and
similar expressions are intended to identify  forward-looking  statements within
the  meaning of  Section  27A of the  Securities  Act of 1933,  as amended  (the
"Securities  Act") and Section 21E of the  Securities  Exchange Act of 1934,  as
amended (the "Exchange  Act").  Such statements are subject to certain risks and
uncertainties,  including those discussed below, that could cause actual results
to differ  materially from those  projected.  These  forward-looking  statements
speak only as of the date hereof.  All of these  forward-looking  statements are
based on estimates and  assumptions  made by  management  of the Company,  which
although  believed to be reasonable,  are inherently  uncertain and difficult to
predict.  There  can be no  assurance  that the  benefits  anticipated  in these
forward-looking statements will be achieved.

     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

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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.

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 hardware management
solutions and 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.

     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.

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     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 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,

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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 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

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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  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.

                                       33

<PAGE>



     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 57,568,854  shares of the
Company's Common Stock outstanding at March 31, 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 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.


                                       34

<PAGE>





                                     PART II

                                OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS

     On August 18, 2000,  Mediaworks,  Inc., a Utah corporation  ("Mediaworks"),
filed a complaint  against the Company in the Fourth Judicial  District Court of
Utah County, State of Utah, regarding the collection of monies allegedly owed to
Mediaworks by the Company for media production services rendered. The Mediaworks
complaint  seeks  to  recover  $8,409.77,  including  pre-  and  post-  judgment
interest, costs, and attorneys fees. On September 19, 2001, the Company filed an
answer and counterclaim to the Mediaworks  complaint alleging breach of contract
for  media  production  services  that  were  paid  for  but  not  performed  by
Mediaworks.  The Company's  counterclaim seeks to recover  $9,409.78,  including
costs and attorneys  fees. On October 5, 2000,  Mediaworks  filed a reply to the
Company's counterclaim.  The parties exchanged  interrogatories during the third
quarter of 2001 and a trial has been scheduled for May 30, 2002.

ITEM 2.  CHANGES IN SECURITIES

         Recent Sales of Unregistered Securities

     Effective  January 7, 2002, the Company sold and issued 1,000,000 shares of
its common  stock to an  accredited  investor  in  exchange  for $10,000 in cash
proceeds.  No  commissions  or  underwriting  discounts  were  given  or paid in
connection with the transaction.  The Company believes that this transaction was
exempt from the  registration  provisions of the Securities Act of 1933 pursuant
to Section 4(2) of such Act and Rule 506 promulgated thereunder.

     Effective January 22, 2002, the Company sold and issued 2,500,000 shares of
its common  stock to an  accredited  investor  in  exchange  for $25,000 in cash
proceeds.  No  commissions  or  underwriting  discounts  were  given  or paid in
connection with the transaction.  The Company believes that this transaction was
exempt from the  registration  provisions of the Securities Act of 1933 pursuant
to Section 4(2) of such Act and Rule 506 promulgated thereunder.

     Effective  February 1, 2002, the Company executed a Note Purchase Agreement
("Agreement")  with an accredited  investor relating to obtaining  financing for
various  sports  events to be  administered  by the  Company  during  2002.  The
Agreement  provides  for the  issuance of a 1-year  Promissory  Note with a face
value of  $150,000,  bearing  interest  at eight  percent  (8%) per  annum.  The
Agreement  also  provides  for the  issuance of  warrants to acquire  15,000,000
shares of the  Company's  Common Stock at an exercise  price of $0.01 per share.
The warrants expire two (2) years from the date of grant.  The Company has filed
the Agreement as an Exhibit to this Form 10-KSB.  No commissions or underwriting
discounts  were given or paid in connection  with the  transaction.  The Company
believes that this  transaction was exempt from the  registration  provisions of
the  Securities  Act of 1933  pursuant to Section  4(2) of such Act and Rule 506
promulgated thereunder.

     Effective  February 1, 2002,  the Company  executed a second Note  Purchase
Agreement ("Second Agreement") with an accredited investor relating to obtaining
working capital for the Company.  The Second Agreement provides for the issuance
of a 5-year  Promissory Note with a face value of $135,000,  bearing interest at
ten percent (10%) per annum.  The Note, together with principal and all interest
as  accrued,  is  convertible  into  shares of Common  Stock of the Company at a
conversion  price of $0.01 per share. The Second Agreement also provides for the
issuance of warrants to acquire  5,000,000  shares of the Company's Common Stock
at an exercise price of $0.03 per share.  The warrants expire two (2) years from
the date of grant.  The  Company has filed the  Agreement  as an Exhibit to this
Form 10- KSB. No  commissions  or  underwriting  discounts were given or paid in
connection with the transaction.  The Company believes that this transaction was
exempt from the  registration  provisions of the Securities Act of 1933 pursuant
to Section 4(2) of such Act and Rule 506 promulgated thereunder.

                                       35

<PAGE>





     Effective February 4, 2002, the Company sold and issued 1,400,000 shares of
its common  stock to an  accredited  investor  in  exchange  for $14,000 in cash
proceeds.  No  commissions  or  underwriting  discounts  were  given  or paid in
connection with the transaction.  The Company believes that this transaction was
exempt from the  registration  provisions of the Securities Act of 1933 pursuant
to Section 4(2) of such Act and Rule 506 promulgated thereunder.

     Effective  February 15, 2002, the Company sold and issued 500,000 shares of
its  common  stock to an  accredited  investor  in  exchange  for $5,000 in cash
proceeds.  No  commissions  or  underwriting  discounts  were  given  or paid in
connection with the transaction.  The Company believes that this transaction was
exempt from the  registration  provisions of the Securities Act of 1933 pursuant
to Section 4(2) of such Act and Rule 506 promulgated thereunder.

     Effective March 12, 2002, the Company sold and issued  5,500,000  shares of
its common stock to an  accredited  investor,  together with warrants to acquire
5,000,000 shares of the Company's common stock at an exercise price of $0.03 per
share, in exchange for $55,000 in cash proceeds.  No commissions or underwriting
discounts  were given or paid in connection  with the  transaction.  The Company
believes that this  transaction was exempt from the  registration  provisions of
the  Securities  Act of 1933  pursuant to Section  4(2) of such Act and Rule 506
promulgated thereunder.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Effective  February 1, 2000, the Company sold and issued a promissory  note
secured by certain  tangible and  intangible  assets of the Company  ("Note") in
exchange for  $450,000 in cash  proceeds.  As of May 1, 2000,  the Company is in
default with respect to the Note. As of April 1, 2001,  the principal  amount of
the Note,  together with interest as accrued,  is convertible into approximately
5,395,562  shares  of  common  stock.  The  Note and its  accompanying  Security
Agreement  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.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K:

         The following documents are filed as exhibits to this Form 10-QSB:

INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number              Exhibits
--------            --------------------------------------------------
<S>                <C>

 3.1                Amended and Restated Certificate of Incorporation
                    of SportsNuts, Inc.(1)

 3.2                Amended and Restated Bylaws of SportsNuts, Inc.,
                    a Delaware corporation.(2)

</TABLE>

                                       36

<PAGE>

<TABLE>
<S>                <C>
 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              Note Purchase Agreement, dated February 22, 2002, between
                   Eslie Barlow and the Company.

 10.3              Note Purchase Agreement, dated February 1, 2002, between
                   Moore, Clayton Co., Inc. and the Company.

 10.4              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

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                             SPORTSNUTS, INC.
Date:  May 12, 2002
                             By:  /s/ Kenneth I. Denos
                             ----------------------------------------
                                 Kenneth I. Denos
                                 Chief Financial Officer





                                       37

<PAGE>

Exhibit Indes
<TABLE>

Number              Exhibits
--------            --------------------------------------------------
<S>                <C>

 3.1                Amended and Restated Certificate of Incorporation
                    of SportsNuts, Inc.(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              Note Purchase Agreement, dated February 1, 2002, between
                   Eslie Barlow and the Company.

 10.3              Note Purchase Agreement, dated February 1, 2002, between
                   Moore, Clayton Co., Inc. and the Company.

 10.4              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.


                                       38