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 June 30, 2002
                                       or
           F [ ] 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.
                                ----------------
           (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
    10421 South 400 West, Suite 550
    Salt Lake City, UT                                  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 June 30, 2002, the Company had
outstanding 69,368,854 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 June 30, 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).................... 8

Consolidated Statements of Cash Flows....................................... 10

Notes to the Consolidated Financial Statements.............................. 12
</TABLE>

















                                        3

<PAGE>

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






                                     ASSETS
<TABLE>
<CAPTION>

                                                                               June 30,            December 31,
                                                                                 2002              2001
                                                                           ------------------  -----------------
                                                                               (Unaudited)
<S>                                                                        <C>                 <C>
CURRENT ASSETS

   Cash and cash equivalents (Note 1)                                      $           98,320  $          84,859
   Accounts receivable, net (Note 1)                                                   90,131             12,218
   Prepaid expenses                                                                    14,598             13,338
                                                                           ------------------  ------------------

     Total Current Assets                                                             203,049            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                                                 (1,359,451)        (1,137,588)
                                                                           ------------------  -----------------

     Total Property and Equipment                                                     278,711            500,574
                                                                           ------------------  -----------------

OTHER ASSETS

   Goodwill, net (Note 1)                                                             153,270            153,270
                                                                           ------------------  -----------------

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

     TOTAL ASSETS                                                          $          635,030  $         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>
                                                                               June 30,          December 31,
                                                                                 2002               2001
                                                                           ------------------  -----------------
                                                                               (Unaudited)
<S>                                                                        <C>                <C>
CURRENT LIABILITIES

   Accounts payable                                                                   824,006  $         850,020
   Accrued expenses                                                                   847,455            632,721
   Capital leases, current portion (Note 11)                                           98,496             69,023
   Notes payable, current portion (Note 3)                                            145,000            115,000
   Notes payable, related parties (Note 2)                                            559,416            486,000
                                                                           ------------------  -----------------

     Total Current Liabilities                                                      2,474,373          2,152,764
                                                                           ------------------  -----------------

LONG-TERM LIABILITIES

   Capital leases (Note 11)                                                           222,751            252,224
                                                                           ------------------  -----------------

     Total Long-Term Liabilities                                                      222,751            252,224
                                                                           ------------------  -----------------

     TOTAL LIABILITIES                                                              2,697,124          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, 69,368,854 and 46,668,854 shares issued
    and outstanding, respectively                                                     138,738             93,338
   Additional paid-in capital                                                      19,860,147         19,166,789
   Accumulated deficit                                                            (22,061,335)       (20,901,212)
                                                                           ------------------  -----------------

     Total Stockholders' Equity (Deficit)                                          (2,062,094)        (1,640,729)
                                                                           ------------------  -----------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                                           $          635,030  $         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
                                                                                         June 30,
                                                                           -------------------------------------
                                                                                 2002              2001
                                                                           ------------------  -----------------
<S>                                                                        <C>                 <C>
NET SALES                                                                  $          352,157  $         133,377
                                                                           ------------------  -----------------

OPERATING EXPENSES
   Cost of Sales                                                                      186,746             57,898
   General and administrative                                                         532,142            390,459
   Selling and marketing                                                               90,880            274,617
   Research and development                                                            58,560             49,929
                                                                           ------------------  -----------------

     Total Operating Expenses                                                         868,328            772,903
                                                                           ------------------  -----------------

LOSS FROM OPERATIONS                                                                 (516,171)          (639,526)
                                                                           ------------------  -----------------

OTHER INCOME (EXPENSES)
   Interest expense                                                                   (36,750)           (33,086)
   Interest income                                                                        121                146
   Other income                                                                        12,143             21,414
   Gain on settlement of debt (Note 1)                                                 -                 139,116
                                                                           ------------------  -----------------

     Total Other Income (Expenses)                                                    (24,486)           127,590
                                                                           ------------------  -----------------

LOSS BEFORE INCOME TAXES                                                             (540,657)          (511,936)

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

NET LOSS                                                                   $         (540,657) $        (511,936)
                                                                           ==================  =================


BASIC LOSS PER COMMON SHARE -
   BASIC AND DILUTED (Note 1)
     Loss from continuing operations                                       $           (0.008) $           (0.05)
                                                                           ------------------  -----------------
         Basic Loss Per Share                                              $           (0.008) $           (0.05)
                                                                           ==================  =================

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                                                 68,429,294         10,873,488
                                                                           ==================  =================
</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 Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 For the Six Months Ended
                                                                                          June 30,
                                                                           -------------------------------------
                                                                                 2002              2001
                                                                           ------------------  -----------------

<S>                                                                        <C>                 <C>
NET SALES                                                                  $          422,141  $         133,377
                                                                           ------------------  -----------------

OPERATING EXPENSES
   Cost of Sales                                                                      206,359             57,898
   General and administrative                                                       1,030,174            647,623
   Selling and marketing                                                              180,088            467,138
   Research and development                                                           117,341             96,078
                                                                           ------------------  -----------------

     Total Operating Expenses                                                       1,533,962          1,268,737
                                                                           ------------------  -----------------

LOSS FROM OPERATIONS                                                               (1,111,821)        (1,135,360)
                                                                           ------------------  -----------------

OTHER INCOME (EXPENSES)
   Interest expense                                                                   (71,661)           (59,925)
   Interest income                                                                        191                247
   Other income                                                                        23,168             26,714
   Gain on settlement of debt (Note 1)                                                 -                 140,913
                                                                           ------------------  -----------------

     Total Other Income (Expenses)                                                    (48,302)           107,949
                                                                           ------------------  -----------------

LOSS BEFORE INCOME TAXES                                                           (1,160,123)        (1,027,411)

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

NET LOSS                                                                   $       (1,160,123) $      (1,027,411)
                                                                           ==================  =================

BASIC LOSS PER COMMON SHARE -
   BASIC AND DILUTED (Note 1)
     Loss from continuing operations                                       $           (0.019) $           (0.13)
                                                                           ------------------  -----------------
         Basic Loss Per Share                                              $           (0.019) $           (0.13)
                                                                           ==================  =================

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                                                 60,834,953          7,769,265
                                                                           ==================  =================

</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)

<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)                                      -            -            12,400,000               24,800

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

Shares issued for services (unaudited)           -            -            10,300,000               20,600

Net loss for the six months ended June 30,
2002 (unaudited)                                 -            -                     -                    -
                                         ---------   ----------            ----------          ------------
Balance, June 30, 2002 (unaudited)         178,000    $     356            69,368,854          $    138,738
                                         =========   ==========            ==========          ============
</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 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)                         99,200                 -              124,000

Warrants/Options issued below market value (unaudited)               308,758                 -              308,758

Shares issued for services (unaudited)                               285,400                 -              306,000

Net loss for the six months ended June 30, 2002 (unaudited)                -        (1,160,123)          (1,160,123)
                                                           -----------------------------------    -----------------
Balance, June 30, 2002 (unaudited)                             $  19,860,147   $   (22,061,335)     $    (2,062,094)
                                                               =============   ===============     ================
</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
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      For the Six Months Ended
                                                                                               June 30,
                                                                                    -------------------------------------
                                                                                          2002               2001
                                                                                    -----------------   -----------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                                         $      (1,160,123)  $      (1,027,411)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
     Depreciation                                                                             221,863             229,239
     Amortization of goodwill                                                                  -                    9,016
     Common stock issued for services                                                         306,000             135,400
     Warrants issued below market value                                                       308,758             183,435
     Gain on forgiveness of debt                                                               -                 (139,116)
     Warrants exercised for services                                                           -                  212,602
     Options exercised for services                                                            -                    3,342

   Changes in operating assets and liabilities:
     Accounts receivable                                                                      (77,913)             (3,552)
     Inventory                                                                                 -                    5,108
     Other current assets                                                                      (1,260)             26,210
     Advances payable                                                                          -                   32,499
     Deferred revenue                                                                          -                  (22,043)
     Accounts payable and accrued expenses                                                    188,720             179,945
                                                                                    -----------------   -----------------

       Net Cash Used in Operating Activities                                                 (213,955)           (175,326)
                                                                                    -----------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from issuance of notes payable                                                     30,000              -
   Proceeds from issuance of notes payable - related parties                                   73,416               4,000
   Proceeds from issuance of common stock                                                     124,000             100,000
   Proceeds from exercise of stock options                                                     -                   45,000
   Proceeds from exercise of stock warrants                                                    -                   65,000
   Cash received upon acquisition of subsidiary                                                -                   20,420
   Cash received from capital lease                                                            -                   96,011
   Principal payments of notes payable - related parties                                       -                   (7,500)
                                                                                    -----------------   -----------------

       Net Cash Provided by Financing Activities                                    $         227,416   $         322,931
                                                                                    -----------------   -----------------

</TABLE>





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


                                       10

<PAGE>



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

                                                                                          For the Six Months Ended
                                                                                                    June 30,
                                                                                    -------------------------------------
                                                                                         2002                2001
                                                                                    -----------------   -----------------
<S>                                                                                 <C>                 <C>
NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                                                   $          13,461   $         147,605

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

CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                                                                          $          98,320   $         148,256
                                                                                    =================   =================


SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:

   Interest                                                                         $           5,232   $           1,105
   Income taxes                                                                     $          -        $          -

Non-Cash Investing and Financing Activities:

   Common stock issued for services                                                 $         306,000   $         135,400

   Common stock issued to convert notes
   payable and interest                                                             $          -        $          17,227

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

   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.


                                       11

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                       June 30, 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.




                                       12

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                       June 30, 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 six months  ended June 30, 2002 and
               2001 was $221,863 and $229,239, respectively.

               e. Accounts Receivable

               Accounts  receivable  are  recorded  net  of  the  allowance  for
               doubtful accounts of $25,793 as of June 30, 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.











                                       13

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001



NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              i. Basic Loss Per Share
<TABLE>
<CAPTION>
                                                                                  For the Six Months Ended
                                                                                           June 30,
                                                                         ------------------------------------------
                                                                                   2002                  2001
                                                                         -------------------  ---------------------
<S>                                                                      <C>                  <C>
                Basic loss per share from continuing operations:

                     Loss (numerator)                                    $      (1,160,123)    $      (1,027,411)
                     Shares (denominator)                                       60,834,953             7,769,265
                     Per share amount                                    $          (0.019)    $           (0.13)
</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.







                                       14

<PAGE>
                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                       June 30, 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 June 30, 2002,  there were 22,665,000  options  outstanding
               which were granted to employees, 22,415,000 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.

NOTE 2 -      NOTES PAYABLE - RELATED PARTIES

              Notes payable - related parties consisted of the following:
<TABLE>
<CAPTION>
                                                                             June 30,            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.                                      62,416                 7,000

              Notes payable to related individuals, unsecured,
               interest at 10%, due on demand.                                      27,000                 9,000
                                                                         -----------------     -----------------
                     Total notes payable - related parties                         559,416               486,000
                     Less: current portion                                        (559,416)             (486,000)
                                                                         -----------------     -----------------
                     Long-term notes payable                             $          -          $          -
                                                                         =================     =================
</TABLE>

                                       15


<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001

NOTE 2 -      NOTES PAYABLE - RELATED PARTIES (Continued)

              Maturities of notes payable - related parties are as follows:
<TABLE>
<CAPTION>
                       Year Ending
                         June 30,                                                                  Amount
              --------------------------------                                                 -----------------
<S>                                                                                           <C>
                         2003                                                                  $         559,416
                                                                                               -----------------

                         Total                                                                 $         559,416
                                                                                               =================
</TABLE>

NOTE 3 -      NOTES PAYABLE

              Notes payable consisted of the following:
<TABLE>
<CAPTION>
                                                                             June 30,            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.                                      45,000                15,000

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

                     Total notes payable                                           145,000               115,000

                     Less: current portion                                        (145,000)             (115,000)
                                                                         -----------------     ------------------
                     Long-term notes payable                             $          -          $          -
                                                                         =================     ==================

</TABLE>

              Maturities of notes payable are as follows:
<TABLE>
<CAPTION>
                     Year Ending
                       June 30,                                                                      Amount
              ---------------------------                                                      -----------------
<S>                                                                                            <C>
                         2003                                                                  $         145,000
                                                                                               -----------------

                                                                        Total                  $         145,000
                                                                                               =================
</TABLE>

                                       16

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                       June 30, 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.


                                       17

<PAGE>

                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements

                       June 30, 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.

               Effective April 1, 2002, the Company issued  10,000,000 shares of
               common  stock  valued  at  $0.03  per  share in  satisfaction  of
               obligations for consulting services received by the Company.

               Effective  May 1, 2002,  the  Company  issued  300,000  shares of
               common  stock  valued  at  $0.02  per  share in  satisfaction  of
               obligations for consulting services received by the Company.

               Effective  May 22, 2002,  the Company  sold and issued  1,500,000
               shares of its common stock at a price of $0.01 per share.

                                       18

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001

NOTE 5 -      OPTIONS AND WARRANTS

              Employee Stock Options

              The following tables summarize the information regarding employee
              stock options at June 30, 2002:

<TABLE>
<S>                                                                                            <C>
                      Options outstanding at December 31, 2001                                           8,005,000
                      Options granted                                                                   15,450,000
                      Options forfeited                                                                   (790,000)
                      Options exercised                                                                     -
                                                                                                ------------------
                      Options outstanding at June 30, 2002                                              22,665,000
                                                                                                ==================
                      Weighted average exercise price of options
                      outstanding at June 30, 2002                                              $             0.03
                                                                                                ==================

</TABLE>
<TABLE>
<CAPTION>
                                     Number of         Weighted                        Number of
                                     Options           Average          Weighted       Options           Weighted
                                    Outstanding       Remaining         Average      Exercisable at      Average
                  Exercise           June 30,        Contractual       Exercise        June 30,         Exercise
                       Prices         2002            Life             Price            2002             Price
              -----------------  ----------------  --------------  ---------------  ----------------   ------------
<S>           <C>                     <C>                   <C>    <C>                   <C>           <C>
              $            0.02        18,825,000            4.61  $          0.02           793,750   $       0.02
              $            0.03         2,600,000            3.79  $          0.03         1,215,000   $       0.03
              $            0.16         1,240,000            3.04  $          0.16           893,331   $       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 six months
              ended June 30,  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>

                                                                                         June 30,
                                                                       ----------------------------------------------
                                                                                2002                    2001
                                                                       ----------------------   ---------------------
<S>                                                                    <C>                      <C>
              Net loss as reported                                     $        (1,160,123)     $         (1,027,411)
              Pro forma net loss                                                (1,468,538)               (1,101,277)
              Basic loss per share as reported                                      (0.019)                    (0.13)
              Pro forma basic loss per share                                        (0.024)                    (0.14)
</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>

                                       19

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                       June 30, 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 June 30, 2002.
<TABLE>
<S>                                                                                            <C>
                      Options outstanding at December 31, 2001                                           1,640,000
                      Options granted                                                                      370,000
                      Options cancelled                                                                  (120,000)
                                                                                                -----------------
                      Options outstanding at June 30, 2002                                               1,890,000
                                                                                                ==================

                      Weighted average exercise price of non-employee
                      options outstanding at June 30, 2002                                      $             0.02
                                                                                                ==================
</TABLE>

<TABLE>
<CAPTION>
                                    Number of         Weighted                        Number of
                                    Options           Average          Weighted       Options            Weighted
                                   Outstanding        Remaining        Average      Exercisable at       Average
                 Exercise           June 30,         Contractual       Exercise          June 30,        Exercise
                        Price         2002            Life             Price           2002              Price
              -----------------  ----------------  --------------  ---------------  ----------------   ------------
<S>           <C>                       <C>                 <C>    <C>                       <C>       <C>
              $            0.02         1,520,000            4.24  $          0.02           380,000   $       0.02
              $            0.03           345,000            4.72  $          0.03            98,750   $       0.03
              $            0.04            25,000            4.75  $          0.04             6,250   $       0.04
</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 - 2.77
                               Dividend yield                                                                    0.0
</TABLE>

              As a result of applying  SFAS No. 123, the Company had an expense
              of $9,631 and $91,916  during the six months  ended June 30, 2002
              and 2001,  respectively.  The  expense is included in the general
              and administrative amount in the statement of operations.







                                       20

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001

NOTE 5 -      OPTIONS AND WARRANTS (Continued)

              Warrants
              --------

              During the six months  ended June 30,  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 June 30, 2002. All the warrants
              are exercisable at June 30, 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 June 30, 2002                                     39,456,667
                                                                                                    ===============

                   Weighted average exercise price of warrants
                                 outstanding at June 30, 2002                                      $           0.08
                                                                                                   ================
</TABLE>
<TABLE>
<CAPTION>

                                                           Number of             Weighted
                                                           Warrants              Average             Weighted
                                                          Outstanding at        Remaining            Average
                                                            June 30,           Contractual           Exercise
                      Range of Exercise Prices               2002                  Life               Price
                      ------------------------          ------------------  ------------------  ------------------
<S>                                                            <C>                       <C>    <C>
                      $0.01 - $0.10                             38,250,000                1.56  $             0.02
                      $0.75 - $1.00                                166,667                0.58  $             0.75
                      $2.00                                      1,040,000                0.79  $             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 $91,519 during the six months ended June 30, 2002
               and 2001,  respectively.  The  expense is included in the general
               and administrative amount in the statement of operations.


                                       21

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                       June 30, 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 six months  ended June 30,  2002 and 2001 was $45,380 and
               $78,233, 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 $3,674, respectively for
               the six months ended June 30, 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 six months  ended June 30, 2002 and 2001 was
               $1,160,123 and $1,027,411,  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.

                                       22

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                       June 30, 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 six months ended June 30,
               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                                        $          53,705  $           25,036  $           19,579
               Fixed assets, net                                     145,026               3,514             130,171
               Total assets                                          456,257              29,987             346,210
               Total liabilities                                   2,356,964              38,390             489,512
               External revenues                                      25,734             337,555              58,852
               Cost of goods sold                                        848             191,620              13,891
               Other income (expense)                               (29,455)               (245)            (18,602)
               Segment profit (loss) before tax effect           (1,099,287)            (19,255)            (41,581)
</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
               acquisition.

               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.

                                       23

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001



NOTE 11 -      CAPITAL LEASES

               Obligations  under  the  capital  lease at June  30,  2002 are as
               follows:
<TABLE>
<S>                  <C>                                                                         <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                                                                  (98,496)
                                                                                                 ------------------

                     Capital leases - long-term portion                                          $          222,751
                                                                                                 ------------------
</TABLE>

               Future principal obligations of the capital leases payable are as
               follows:
<TABLE>
<CAPTION>
                     Year Ending
                        June 30,                                                                       Amount
              ---------------------------                                                        ------------------
<S>                  <C>                                                                         <C>
                     2003                                                                        $           98,496
                     2004                                                                                    65,790
                     2005                                                                                    76,251
                     2006                                                                                    80,710
                                                                                                 ------------------
                   Total capital leases                                                          $          321,247
                                                                                                 ==================
</TABLE>

              Depreciation expense of $33,957 associated with the equipment
              under capital lease was expensed during the six months ended June
              30, 2002.










                                       24

<PAGE>


ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS

     The  following  discussion  of  the  financial  condition  and  results  of
operations of SportsNuts, Inc. (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

                                       25

<PAGE>



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 June 30, 2002 and 2001.

     Revenues.  The Company  generated net revenues of $352,157 during the three
months ended June 30, 2002, a 164% increase compared to $133,377 in net revenues
during the second  quarter of 2001.  For the six months ended June 30, 2002, net
revenues  were  422,141,  a 217%  increase  compared to $133,377 in net revenues
during the first six months of 2001.  This  increase  was  primarily  due to new
sports events and other entertainment  events acquired by the Company which were
managed and promoted during the second quarter of 2002. Other sources of revenue
were the sales of the  Company's  online  services  and  information  technology
consulting.  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 June 30, 2002 were
$186,746,  a 223% increase from $57,898  during the second  quarter of 2001. For
the six month period ended June 30, 2002,  cost of sales were  $206,359,  a 256%
increase  compared  to  $57,898  during the first  half of 2001.  This  increase
correlates  to the increase in revenues and is mainly  attributable  to expenses
incurred  pursuant to the delivery of the Company's  sports event management and
promotional  services.  Other costs of sales  consisted  of online  registration
services and sales  commissions  paid in connection with  technology  consulting
projects.

     General and Administrative  Expenses.  General and administrative  expenses
for the three months  ended June 30, 2002 were  $532,142,  a 36%  increase  from
$390,459 during the first quarter of 2001. General and  administrative  expenses
for the six months  ended June 30, 2002 were  $1,030,174,  a 59%  increase  from
$647,623  during  the  six  months  ended  June  30,  2001.  This  increase  was
principally due to the recognition of $308,758 in expenses relating to issuances
of warrants  during the first half 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 $721,416, a 11% increase from the first
half 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 $124,712 and $334,023, respectively, of general and administrative
expenses  during the second  quarter of 2002, as compared to $77,861 and $80,088
during  the  second  quarter of 2001.  For the six  months  ended June 30,  2002
payroll expense and professional fees totaled approximately 252,776 and 353,159,
respectively, of general and administrative expenses as compared to $147,295 and
$112,929  during the first six  months of 2001.  The  increase  is mainly due to
administrative  expenses  associated  with a major  sales  initiative  which was
started  in 2002.  Furthermore,  in order to retain  the cash  resources  of the
Company,  certain  consultants  of the  Company  were paid in stock in which the
market value was expensed as professional fees.

     Selling and  Marketing  Expenses.  Selling and  marketing  expenses for the
three months ended June 30, 2002 were  $90,880,  a 67%  decrease  from  $274,617
during the  second  quarter of 2001.  For the six  months  ended June 30,  2002,
selling and  marketing  expenses  were  $180,088,  a 61% decrease  from $467,138
during the six month  period ended June 30, 2001.  This  decrease was  primarily
attributable  to the public  relations  campaign  which was started in the first
half 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.

                                       26

<PAGE>




     Product  Development.  Product research and development  expenditures  were
$58,560 for the three months ended June 30, 2002, as compared to $49,929  during
the second  quarter of 2001,  an increase of 17%.  For the six months ended June
30, 2002,  product  development  expenses  were  $117,341,  a 22% increase  from
$96,078 for the six months ended June 30,  2001.  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 $48,302 for
the six months  ended June 30,  2002  compared  to net other  income of $107,949
during the first half of 2001. The income during 2001 was generated  principally
from the settlement 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.  Management continues to negotiate with its creditors
in order to settle on old accounts  payable.  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 June 30, 2002, the Company's primary source of liquidity consisted of
$98,320  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  June  30,  2002  of  $22,061,335   and  is  currently
experiencing  a 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 six months  ended June 30, 2002 was  $1,703,240
and $1,160,123,  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.  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.


                                       27

<PAGE>



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 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,

                                       28

<PAGE>



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.

     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

                                       29

<PAGE>



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,  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.


                                       30

<PAGE>



     Uncertain  Protection  of Trade Names and Related  Intangible  Assets.  The
Company has submitted applications to the USPTO for trademark protection for the
name  "SportsNuts.com"  with  respect to the  following  classes of products and
services: (i) vitamins,  minerals,  and herbal supplements;  (ii) sporting goods
and apparel; (iii) Internet communication,  education,  and entertainment;  (iv)
miscellaneous goods and services.  Currently the mark "E-Sports Mall" is pending
registration.  The  Company  has also  registered  the  Internet  domain  names,
"www.sportsnuts.com,"  and  "www.sportsnuts.net."  Given  the lack of  resources
available to the Company  during 2001,  the Company has not  vigorously  pursued
finalization of its trademark  applications and the status of such  applications
is presently in doubt.  If the Company is unsuccessful in obtaining the right of
full usage of its name from the USPTO,  other  companies with names,  marks,  or
slogans  similar to SportsNuts  could seek to require that the Company  obtain a
license  from them or require  the  Company to change its name,  either of which
could entail  substantial costs.  Additionally,  if the Company were requried to
change its name,  it could lose all goodwill  associated  with the  "SportsNuts"
mark. In addition,  future products and services offered by the Company may need
to be marketed under different names if the mark  "SportsNuts"  causes confusion
with another  trade name being used by another  company.  The Company could also
incur  substantial  costs to defend any legal action  taken  against the Company
pursuant to a trademark or service mark dispute. If any legal action against the
Company, its asserted  trademarks,  or service marks should be found to infringe
upon  intellectual  property  rights  of a third  party,  the  Company  could be
enjoined from further  infringement and could be required to pay damages. In the
event a third party were to sustain a valid claim  against the  Company,  and in
the event a required  license  were not  available  on  commercially  reasonable
terms,  the Company's  financial  operations and results of operations  could be
materially  adversely  affected.  Litigation,  which could result in substantial
cost to and  diversion of  resources  of the  Company,  may also be necessary to
enforce  intellectual  property  rights of the  Company or to defend the Company
against claimed infringements of the rights of others.

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

                                       31

<PAGE>



subject the Company to significant liabilities, any or all of which could have a
material adverse effect on the Company's  business,  results of operations,  and
financial condition.

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

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

     Concentration  of Voting Power.  Pursuant to the Company's  Certificate  of
Incorporation,  the Board of Directors has been divided into three classes, with
only one class  subject  to  reelection  in a given  year.  The  Certificate  of
Incorporation  requires a vote of 66 2/3% of the shares of the  Company to amend
the  provision  governing  the election of  directors.  Consequently,  even if a
shareholder  or  group  of  shareholders  were  to  acquire  a  majority  of the
outstanding  shares of the Company,  such acquisition would not necessarily lead
to a change in control of the Company.  However,  the Company  cannot  guarantee
that certain persons,  either collectively or individually,  will not be able to
control the election of the Board of Directors  and that  minority  shareholders
will not be adversely affected as a result.

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

     Securities  Eligible for Public  Trading.  Of the 69,368,854  shares of the
Company's Common Stock  outstanding at June 30, 2002,  approximately  32,000,000
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.


                                       32

<PAGE>



     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.



                                     PART II

                                OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          None.

ITEM 2.   CHANGES IN SECURITIES

          Recent Sales of Unregistered Securities

     Effective June 3, 2002, the Company sold and issued two promissory notes to
accredited investors in exchange for $30,000 in cash proceeds.  The notes mature
one year from the date of issuance and bear  interest at the rate of ten percent
per  annum.  No  commissions  or  underwriting  discounts  were given or paid in
connection with these transactions. The Company believes that these transactions
were exempt  from the  registration  provisions  of the  Securities  Act of 1933
pursuant 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.


                                       33

<PAGE>

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:
<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)

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. (4)

10.3      Note Purchase Agreement, dated February 1, 2002, between Moore, Clayton
          & Co., Inc. and the Company. (5)

10.4      SportsNuts, Inc. 2000 Stock Option Plan.(6)

21.1      Subsidiaries of the Registrant.(7)

</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 15, 2002.

     (5)  Filed as an Exhibit to the Company's  quarterly report on Form 10-QSB,
          filed with the Commission on May 15, 2002.

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

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


                                       34

<PAGE>

     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.


                                         By: /s/ Kenneth I. Denos
Date:  August 14, 2002                   -----------------------------------
                                             Kenneth I. Denos
                                             Chief Financial Officer


                                       35

<PAGE>



Exhibit Index
<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)

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. (4)

10.3      Note Purchase Agreement, dated February 1, 2002, between Moore, Clayton
          & Co., Inc. and the Company. (5)

10.4      SportsNuts, Inc. 2000 Stock Option Plan.(6)

21.1      Subsidiaries of the Registrant.(7)

</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 15, 2002.

     (5)  Filed as an Exhibit to the Company's  quarterly report on Form 10-QSB,
          filed with the Commission on May 15, 2002.

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

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


                                       36