SECURITIES
      AND EXCHANGE COMMISSION





Washington,
      D.C.  20549


______________________


Amendment
      No. 1


to


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 September 30, 2007





OR





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





For
      the
      transition period from ________ to ___________





Commission
      file number: 333-14477





SPORTSNUTS,
      INC.


(Name
      of
      Small Business Issuer in Its Charter)








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











(801)
                816-2510(Issuer’s
                Telephone Number)(Former
                Name, Former Address and Former Fiscal Year, if Changed Since Last
                Report)




















Check
      whether the issuer (1) filed all
      reports required to be filed by Section 13 or 15(d) of the Exchange Act during
      the past 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.  Yes [X]
      No
      [   ]





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








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 September 30, 2007, the Company had outstanding
      121,674,854 shares of common stock, par value $0.002 per share.





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





AMENDMENT
      NO. 1 EXPLANATION




This
      amendment to the Company’s Form 10-QSB for the quarter ended September 30, 2006
      amends the certifications pursuant to Sections 906 and 302 of the Sarbanes-Oxley
      Act of 2002.  No changes have been made to the financial statements of
      SportsNuts, Inc., herein.






























































2


PART
      I





FINANCIAL
      INFORMATION





The
      Condensed Consolidated Financial Statements of the Company are prepared as
      of
      September 30, 2007.





ITEM
                1.
            FINANCIAL
                STATEMENTS REQUIRED BY FORM 10-QSB











CONTENTSBalance
                Sheet  4
            4Statements
                of Operations  5
            5Statements
                of Cash Flows 6
            6Notes
                to the Financial Statements  7
            7










3
  SPORTSNUTS,
                  INC. AND
                  SUBSIDIARIESConsolidated
                  Balance
                  Sheet(Unaudited)ASSETSSeptember
                  30,2007CURRENT
                  ASSETSCash
                  and cash
                  equivalents
              
              $
              5,092Accounts
                  receivable,
                  net
              
              
              41,316Advances
                  due from related
                  party
              
              
              16,738Prepaid
                  expenses
              
              
              7,413Total
                  Current
                  Assets
              
              
              70,559PROPERTY
                  AND EQUIPMENT -
                  NET
              
              
              354TOTAL
                  ASSETS
              
              $
              70,913LIABILITIES
                  AND STOCKHOLDERS'
                  DEFICITCURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              28,830Due
                  to related
                  parties
              
              
              165,723Accrued
                  expenses
              
              
              1,859,616Line
                  of credit
                  payable
              
              
              31,342Notes
                  payable
              
              
              55,850Notes
                  payable - related
                  parties
              
              
              720,797Total
                  Current
                  Liabilities
              
              
              2,862,158STOCKHOLDERS'
                  DEFICITCommon
                  stock, $0.002 par value;
                  200,000,000 sharesauthorized,
                  121,674,854
                  shares issued and outstanding
              
              
              243,350Additional
                  paid-in
                  capital
              
              
              20,764,999Stock
                  subscriptions
                  receivable
              
              
              (161,750
              )Accumulated
                  deficit
              
              
              (23,637,844
              )Total
                  Stockholders'
                  Deficit
              
              
              (2,791,245
              )TOTAL
                  LIABILITIES AND
                  STOCKHOLDERS' DEFICIT
              
              $
              70,913
  4
   SPORTSNUTS,
                  INC. AND
                  SUBSIDIARIES
                Consolidated
                  Statements of
                  Operations
                (Unaudited)For
                  the Three Months
                  Ended
                September
                  30,
              
              
              For
                  the None Months
                  Ended
                September
                  30,NET
                  SALES
              
              $
              9,040
              
              
              $
              44,600
              
              
              $
              55,618
              
              
              $
              272,463COST
                  OF
                  SALES
              
              
              2,866
              
              
              
              29,245
              
              
              
              29,773
              
              
              
              226,054GROSS
                  MARGIN
              
              
              6,174
              
              
              
              15,355
              
              
              
              25,845
              
              
              
              46,409OPERATING
                  EXPENSESSalaries
                  and
                  consulting
              
              
              33,982
              
              
              
              38,450
              
              
              
              103,539
              
              
              
              132,322Professional
                  fees
              
              
              750
              
              
              
              3,945
              
              
              
              12,220
              
              
              
              22,154Selling,
                  general and
                  administrative
              
              
              1,861
              
              
              
              12,117
              
              
              
              15,592
              
              
              
              89,241Gain
                  on settlement of
                  debt
              
              
              -
              
              
              
              (20,032
              )
              
              
              (8,108
              )
              
              
              (20,032
              )Total
                  Operating
                  Expenses
              
              
              36,593
              
              
              
              34,480
              
              
              
              123,243
              
              
              
              223,685LOSS
                  FROM
                  OPERATIONS
              
              
              (30,419
              )
              
              
              (19,125
              )
              
              
              (97,398
              )
              
              
              (177,276
              )OTHER
                  INCOME
                  (EXPENSES)Interest
                  expense
              
              
              (31,034
              )
              
              
              (49,585
              )
              
              
              (93,537
              )
              
              
              (177,947
              )Interest
                  income
              
              
              5
              
              
              
              1,455
              
              
              
              138
              
              
              
              4,284Other
                  income
              
              
              330
              
              
              
              1,030
              
              
              
              997
              
              
              
              22,712Total
                  Other Income
                  (Expenses)
              
              
              (30,669
              )
              
              
              (47,100
              )
              
              
              (92,402
              )
              
              
              (90,951
              )LOSS
                  BEFORE INCOME
                  TAXES
              
              
              (61,118
              )
              
              
              (66,225
              )
              
              
              (189,800
              )
              
              
              (268,227
              )INCOME
                  TAX
                  EXPENSE
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -NET
                  LOSS
              
              $
              (61,118
              )
              
              $
              (66,225
              )
              
              $
              (189,800
              )
              
              $
              (268,227
              )BASIC
                  AND
                  DILUTED:Net
                  loss per common
                  share
              
              $
              0.00
              
              
              $
              0.00
              
              
              $
              0.00
              
              
              $
              0.00Weighted
                  average shares
                  outstanding
              
              
              121,674,854
              
              
              
              121,674,854
              
              
              
              121,674,854
              
              
              
              121,674,854




5
  SPORTSNUTS,
                  INC. AND
                  SUBSIDIARIESConsolidated
                  Statements of Cash
                  Flows(Unaudited)For
                  the Nine Months
                  EndedSeptember
                  30,2007
              
              
              2006CASH
                  FLOWS FROM OPERATING
                  ACTIVITIES:Net
                  loss
              
              $
              (189,800
              )
              
              $
              (268,227
              )Adjustments
                  to reconcile net loss
                  to netcash
                  used by operating
                  activities:Depreciation
              
              
              784
              
              
              
              10,093Gain
                  on settlement of
                  debt
              
              
              (8,108
              )
              
              
              (20,032
              )Changes
                  in operating assets and
                  liabilities:Accounts
                  receivable
              
              
              (3,359
              )
              
              
              23,252Advances
                  due from related
                  party
              
              
              (9,789
              )
              
              
              16,313Other
                  current
                  assets
              
              
              (2,386
              )
              
              
              (1,721
              )Accounts
                  payable and accrued
                  expenses
              
              
              181,072
              
              
              
              190,281Due
                  to related
                  parties
              
              
              5,600
              
              
              
              5,543Net
                  Cash Used by Operating
                  Activities
              
              
              (25,986
              )
              
              
              (44,498
              )CASH
                  FLOWS FROM INVESTING
                  ACTIVITIES:
              
              
              -
              
              
              
              -CASH
                  FLOWS FROM FINANCING
                  ACTIVITIES:Change
                  in line of credit
                  payable
              
              
              12,629
              
              
              
              (13,399
              )Proceeds
                  from notes payable -
                  related parties
              
              
              5,115
              
              
              
              3,000Net
                  Cash Provided (Used) by
                  Financing Activities
              
              $
              17,744
              
              
              $
              (10,399
              )NET
                  DECREASE IN CASH AND CASH
                  EQUIVALENTS
              
              $
              (8,242
              )
              
              $
              (54,897
              )CASH
                  AND CASH EQUIVALENTS,
                  BEGINNING OF PERIOD
              
              
              13,334
              
              
              
              66,703CASH
                  AND CASH EQUIVALENTS, END OF
                  PERIOD
              
              $
              5,092
              
              
              $
              11,806SUPPLEMENTAL
                  CASH FLOW
                  INFORMATIONCash
                  Payments
                  For:Interest
              
              $
              4,574
              
              
              $
              5,386Income
                  taxes
              
              $
              -
              
              
              $
              -
    6





SPORTSNUTS,
      INC. AND SUBSIDIARIES


Notes
      to
      the Consolidated Financial Statements


September
      30, 2007








NOTE
                1 -
            BASIS
                OF FINANCIAL STATEMENT PRESENTATION





The
      accompanying unaudited consolidated financial statements have been prepared
      by
      the Company pursuant to the rules and regulations of the Securities and Exchange
      Commission.  Certain information and footnote disclosures normally
      included in financial statements prepared in accordance with U.S. generally
      accepted accounting principles have been condensed or omitted in accordance
      with
      such rules and regulations.  The information furnished in the interim
      consolidated financial statements includes normal recurring adjustments and
      reflects all adjustments, which, in the opinion of management, are necessary
      for
      a fair presentation of such financial statements.  Although management
      believes the disclosures and information presented are adequate to make the
      information not misleading, it is suggested that these interim consolidated
      financial statements be read in conjunction with the Company’s audited financial
      statements and notes thereto included in its Form 10KSB filed on March 30,
      2007.  Operating results for the nine months ended September 30, 2007
      are not necessarily indicative of the results to be expected for the year ending
      December 31, 2007.





NOTE
                2 -
            GOING
                CONCERN CONSIDERATIONS





The
      accompanying consolidated financial statements have been prepared using
      generally accepted accounting principles applicable to a going concern which
      contemplates the realization of assets and liquidation of liabilities in the
      normal course of business.  As reported in its Annual Report on Form
      10-KSB for the year ended December 31, 2006, the Company has an accumulated
      deficit of approximately $23,448,000 from inception of the Company through
      December 31, 2006.  The Company’s stockholders’ deficit at September
      30, 2007 was $2,791,245 and had working capital deficit, continued losses,
      and
      negative cash flows from operations.  These factors combined, raise
      substantial doubt about the Company’s ability to continue as a going
      concern.  Management’s plans to address and alleviate these concerns
      are as follows:





The
      Company’s management continues to develop a strategy of exploring all options
      available to it so that it can develop successful operations and have sufficient
      funds, therefore, as to be able to operate over the next twelve
      months.  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.  No assurance can be
      given that funds will be available, or, if available, that it will be on terms
      deemed satisfactory to management.





The
      ability of the Company to continue as a going concern is dependent upon its
      ability to successfully accomplish the plans described in the preceding
      paragraph and eventually attain profitable operations.  The
      accompanying condensed consolidated financial statements do not include any
      adjustments relating to the recoverability and classification of asset carrying
      amounts or the amount and classification of liabilities that might result from
      the outcome of these uncertainties.





NOTE
                3 -
            SPIN
                OFF OF SUBSIDIARY





Effective
      March 1, 2007, the Company spun-off its wholly owned subsidiary, Secure
      Netwerks, by distributing its shares on a pro rata basis to its
      shareholders.  Following the spin-off, Secure Netwerks became an
      independent company.


7


ITEM
      2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION







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 above 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.  The Company helps organize and manage various small sports
      events, providing online registration, event sponsorship, and event
      coordination.





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.





Beginning
      in February, 2004, the
      Company began selling computer hardware through Secure Netwerks, Inc., the
      Company’s wholly-owned subsidiary (“Secure Netwerks”).  In an effort
      to focus exclusively on the sports industry, the Company spun off Secure
      Netwerks to its shareholders on March 1, 2007.  Following the spin-off
      of Secure Netwerks, due to the limited activity within SportsNuts, the Company
      became a “shell company” as defined in Rule 12b-2 of the Securities Exchange Act
      of 1934.





The
      Company’s principal sources of
      revenues are (i) online services targeted to sports organizations and members,
      and (ii) offline promotional, management, and sponsorship services provided
      in
      connection with community-based sports events.  The ability to
      generate revenues during the year 2007 and beyond depends substantially upon
      the
      Company’s resources available in order to market to and engage organizations and
      their members to receive these products and 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 and personnel and materials costs
      to
      administer these services, as well as potential fee sharing expenses to
      organizations involved in sports event management, fundraising, and online
      registration and administration.





General
      and administrative expenses
      have been comprised of administrative wages and benefits; occupancy and office
      expenses; outside legal, accounting and other professional fees; travel and
      other miscellaneous office and administrative expenses.  Selling and
      marketing expenses include selling/marketing wages and benefits; advertising
      and
      promotional expenses; travel and other miscellaneous related
      expenses.  R&D expenses consist mainly development expenses
      related to creating new technology applications.





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.





8


Results
      of Operations





Following
      is management’s discussion of
      the relevant items affecting results of operations for the periods ended
      September 30, 2007 and 2006.





Revenues.  The
      Company generated net revenues of $9,040 during the three months ended September
      30, 2007, a 80% decrease compared to $44,600 in net revenues during the third
      quarter of 2006.  For the nine months ended September 30, 2007, net
      revenues were $55,618, an 80% decrease compared to $272,463 in net revenues
      during the first nine months of 2006.  The decrease is mainly the
      result of the spin-off of Secure Netwerks which was effective March 1,
      2007.  During the nine months ended September 30, 2007, Secure
      Networks contributed $42,543 in net revenues compared to $220,429 during the
      first nine months of 2006.  Because of the spin-off of Secure
      Netwerks, the Company’s sole source of revenues will be related to sports events
      and services rendered pursuant thereto such as event administration and the
      sales of the Company’s online services.  The Company anticipates that
      future overall consolidated revenues will likely be substantially lower than
      in
      prior periods.





Cost
      of Sales.Cost
      of sales for the three months ended September 30, 2007 were $2,866, a 90%
      decrease compared to $29,245 during the third quarter of 2006.For the nine months
      ended
      September 30, 2007, cost of sales were $29,773, an 87% decrease compared to
      $226,054 during the first nine months of 2006.  This decrease
      correlates to the decrease in revenues and is also attributed to the spin-off
      of
      Secure Netwerks.  The cost of sales for Secure Netwerks was $24,967
      for the nine months ended September 30, 2007 compared to $195,799 during the
      first nine months of 2006.  In the future, costs of sales will consist
      of online registration services, sales commissions paid in connection with
      sports events and other event administration costs.





Salaries
      and Consulting
      Expenses.  Salaries and consulting expenses for the three
      months ended September 30, 2007 were $33,982, a 12% decrease from $38,450 during
      the third quarter of 2006.  For the nine months ended September
      30,
      2007, salaries and consulting expenses were $103,539, a 22% decrease compared
      to
      $132,322 during the first nine months of 2006.Management
      continues to make a concerted effort to decrease certain costs associated with
      personnel salaries and benefits and contract labor.  Payroll expense
      accounted for approximately $94,000 of salaries and consulting expenses during
      the first nine months of 2007, as compared to $116,087 during the same period
      in
      2006.  The Company anticipates salaries and consulting expenses to
      decrease in the future due to the spin-off of Secure Netwerks.





Professional
      Fees.  Professional fees for the three months ended September
      30, 2007 were $750, an 81% decrease from $3,945 during the third quarter of
      2006.  For the nine
      months ended September 30, 2007, professional fees were $12,220, a 45% decrease
      compared to $22,154 during the first nine months of 2006.This
      decrease was primarily attributable to the completion of the spin-off of Secure
      Netwerks in the first quarter of 2007.  The Company anticipates that
      professional fees will decrease as the Company goes into “shell”
status.





Selling,
      General and Administrative
      Expenses.Selling, general and administrative expenses for the
      three months ended September 30, 2007 were $1,861, an 85% decrease from $12,117
      during the third quarter of 2006.  For the nine months ended September
      30,
      2007, selling, general and administrative expenses were $15,592, an 83% decrease
      compared to $89,241 during the first nine months of 2006.  The
      spin-off of Secure Netwerks caused a decrease of $26,535 when comparing the
      first nine months of 2007 to 2006.One of the largest expense
      categories in general and administrative expenses is rent and utilities expense
      which went from $22,540 during the first nine months of 2006 to $4,225 in
      2007.  The Company anticipates that rent expense will continue to
      decrease due to the move into a new office and the sharing of the rent and
      overhead expenses with other entities.  Where appropriate, the Company
      capitalizes certain systems development costs in accordance with generally
      accepted accounting principles.





Gain
      on Settlement of
      Debt.  The Company had a gain on the settlement of debt in the
      amount of $8,108 for the nine months ended September 30, 2007 compared to
      $20,032 during the first nine months of 2006.  This gain was generated
      from the write off of certain old debts of the Company.





Other
      Income
      (Expense).  The Company had net other expenses of $92,402 for
      the nine months ended September 30, 2007 compared to net other expenses of
      $90,951 during the first nine months of


9


2006.  Other
      expenses incurred were comprised primarily of interest expenses related to
      balances on Company credit cards and short term loans.





Liquidity
      and Capital
      Resources





As
      of September 30, 2007, the Company’s
      primary source of liquidity consisted of$5,092in
      cash and cash
      equivalents.  The Company holds most of its cash reserves in local
      sweep accounts withlocal
      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 September 30, 2007
      of$2,791,245
      and is currently experiencing
      a substantial shortfall in operating capital which raises doubt about the
      Company’s ability to continue as a going concern.  The Company
      anticipates a net loss for the year ended December 31, 2007 and with the
      expected cash requirements for the coming months, without additional cash
      inflows from an increase in revenues combined with continued cost-cutting or
      a
      receipt of cash from capital investment, there is substantial doubt as to the
      Company’s ability to continue operations.





There
      is presently no agreement in place
      with any source of financing for the Company and there can be no assurance
      that
      the Company will be able to raise any additional funds, or that such funds
      will
      be available on acceptable terms.  Funds raised through future equity
      financing will likely be substantially dilutive to current
      shareholders.  Lack of additional funds will materially affect the
      Company and its business, and may cause the Company to cease
      operations.  Consequently, shareholders could incur a loss of their
      entire investment in the Company.





FORWARD
      LOOKING STATEMENTS AND
      RISK FACTORS





Forward
      Looking
      Statements





When
      used in this report, the words,
“believes,” “plans,” “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 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


10


the
      Note.  Although the Note
      holder continues to be supportive of the Company and its management, if the
      holder of the Note determines to foreclose upon the Note, the Company would
      likely be forced to sell all of its tangible and intangible assets to satisfy
      the obligation represented by the Note and would, therefore, likely cease
      operations entirely.  The Note and Security Agreement executed in
      connection therewith have been filed as an exhibit to the Company’s 1999 annual
      report on Form 10-KSB filed with the Securities and Exchange Commission on
      March
      30, 2000.





Dependence
      on Key
      Personnel.The
      Company’s success depends, in large part, upon the talents and skills of its
      management and key personnel.  John D. Thomas, the Chief Executive
      Officer of the Company, will not be able to devote his full time and attention
      to the activities of the Company and will be unable to do so until the Company
      is able to pay him a full salary on a regular basis.   In
      addition, to the extent that any of the Company’s key personnel are unable or
      refuse to continue their association with the Company, a suitable replacement
      would have to be found.  There is no assurance that the Company would
      be able to find suitable replacements for its existing management personnel
      or
      technical personnel or that such replacements could be obtained for an amount
      affordable to the Company.





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





Risk
      of Computer
      System Failure.The success of the Company
      is substantially dependent upon its ability to deliver high quality,
      uninterrupted access to its technology applications, which requires that the
      Company protect its computer hardware and software systems and the data and
      information stored in connection therewith.  The Company’s systems are
      vulnerable to damage by fire, natural disaster, power loss, telecommunications
      failures, unauthorized intrusion, and other catastrophic events.  Any
      substantial interruption in the Company’s systems would have a material adverse
      effect on the Company’s business, operating results, and financial
      condition.  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.





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





Uncertain
      Protection
      of Trade Names and Related Intangible Assets.The Company has registered
      the Internet domain names, “www.sportsnuts.com,” and
“www.sportsnuts.net.”    Given the lack of resources
      available to the Company during 2004, the Company has not pursued trademark
      applications of its name and brand.  Consequently, other companies
      with names, marks, or slogans similar to SportsNuts could seek to require that
      the Company obtain a license from them or require the Company to change its
      name, either of which could entail substantial costs.  Additionally,
      if the Company were requried to change its name, it could lose all goodwill
      associated with the “SportsNuts” mark.  In addition, future products
      and services offered by the Company may need to be marketed under different
      names if the mark “SportsNuts” causes confusion with another trade name being
      used by another company.  The Company could also incur substantial
      costs to defend any legal action taken against the


11


Company
      pursuant to a trademark or
      service mark dispute.   If any legal action against the Company,
      its asserted trademarks, or service marks should be found to infringe upon
      intellectual property rights of a third party, the Company could be enjoined
      from further infringement and could be required to pay damages.  In
      the event a third party were to sustain a valid claim against the Company,
      and
      in the event a required license were not available on commercially reasonable
      terms, the Company’s financial operations and results of operations could be
      materially adversely affected.  Litigation, which could result in
      substantial cost to and diversion of resources of the Company, may also be
      necessary to enforce intellectual property rights of the Company or to defend
      the Company against claimed infringements of the rights of
      others.





Investment
      Risks





Substantial
      Dilution
      from Conversion of Liabilities.The Company is currently
      seeking to convert most, if not all, of its liabilities into equity of the
      Company.  The amount of these liabilities is far in excess of the
      present market capitalization of the Company’s Common Stock as traded on the
      Electronic Bulletin Board.  Consequently, if the Company were to
      convert even a small portion of these liabilities into Common Stock, such
      conversion would result in substantial dilution to existing
      shareholders.





LikelyChange
      of
      Control.Because
      the amount of liabilities of the Company exceeds its present market
      capitalization, the conversion of certain of these liabilities could effect
      a
      change of control of the Company in favor of creditors of the Company which
      could include Kenneth Denos, the Company’s former Chief Executive Officer, who
      is owed as at September 30, 2007 an aggregate of $943,956 in loans, unpaid
      salary, and unpaid expenses undertaken on behalf of the
      Company.





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 publicly traded, 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 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.


12








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 121,674,854 shares of the
      Company’s Common Stock outstanding atSeptember 30, 2006,virtually
      allare freely tradeable
      or immediately
      eligible for resale under Rule 144 promulgated pursuantto 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.





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-dealer’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.


13








ITEM
      3.  CONTROLS AND PROCEDURES





The
      Company's principal executive and financial officer, based on his evaluation
      of
      the Company's disclosure controls and procedures (as defined in Rules 13a-14
      (c)
      and 15d-14 (c) of the Securities Exchange Act of 1934) as of September 30,
      2007
      has concluded that the Company's disclosure controls and procedures are adequate
      and effective to ensure that material information relating to the Company and
      its consolidated subsidiaries are recorded, processed, summarized and reported
      within the time periods specified by the SEC's rules and forms, particularly
      during the period in which this annual report has been prepared.





The
      Company's principal executive and financial officer has concluded that there
      were no significant changes in the Company's internal controls or in other
      factors that could significantly affect these controls for the quarter ended
      September 30, 2007, the date of their most recent evaluation of such controls,
      and that there were no significant deficiencies or material weaknesses in the
      Company's internal controls.








PART
      II





OTHER
      INFORMATION





ITEM
                1.
            LEGAL
                PROCEEDINGS





None.








ITEM
                2.
            CHANGES
                IN
                SECURITIES





None.








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.  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







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


14





INDEX
      TO EXHIBITS





Number
            
            Exhibits3.1
            
            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
            
            SportsNuts,
                Inc. 2000 Stock Option
                Plan.(4)21.1
            
            Subsidiaries
                of the
                Registrant.(5)99.1
            
            Certification
                by Chief Executive
                Officer and Chief Financial Officer, John D. Thomas, pursuant to
                Section
                302 of the Sarbanes-Oxley Act of 2002.99.2
            
            Certification
                by Chief Executive
                Officer and Chief Financial Officer, John D. Thomas, pursuant to
                Section
                906 of the Sarbanes-Oxley Act of 2002.








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





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





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





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





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











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:
      January
      10,
      2008_________________                                                                                                                    
BY: /S/ John
      D.
      Thomas____________________


John
      D. Thomas




Chief
      Executive
      Officer





15