UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549


______________________





FORM 10-Q





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





For the quarterly period ended March 31, 2010





OR





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





For the transition period from ________ to ___________





Commission file number: 333-14477





FUELSTREAM, INC.


(Name of Small Business Issuer in Its Charter)








Delaware

87-0561426(State or Other Jurisdiction

of Incorporation or Organization)

(IRS Employer

Identification No.)10757 South, River Front Parkway, Suite 125South Jordan, Utah

84095(Address of Principal Executive Offices)

(Zip Code)











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








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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No [   ]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,”   “accelerated filer,” and “smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one):





Large Accelerated Filer [  ]                                                   Accelerated Filer [  ]                                           Non-Accelerated Filer [  ]


Smaller reporting company [X]





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





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS





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





APPLICABLE ONLY TO CORPORATE ISSUERS





State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.  As of May 10, 2010, the Company had outstanding 1,213,475 shares of common stock, par value $0.002 per share.


















































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PART I





FINANCIAL INFORMATION





The Condensed Consolidated Financial Statements of the Company are prepared as of March 31, 2010.





ITEM 1.
FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q











CONTENTSConsolidated Balance Sheets
4Consolidated Statements of Operations
5Consolidated Statements of Cash Flows
6Notes to the Consolidated Financial Statements
7














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FUELSTREAM, INC. AND SUBSIDIARIES(formerly SportsNuts, Inc.)Consolidated Balance SheetsASSETSMarch 31,


December 31,2010


2009(Unaudited)CURRENT ASSETSCash and cash equivalents

$
315


$
519Total Current Assets


315



519PROPERTY AND EQUIPMENT, NET


-



-TOTAL ASSETS

$
315


$
519LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccounts payable

$
8,082


$
11,415Due to related parties


167,826



167,664Accrued expenses


2,342,523



2,313,546Notes payable - related parties


683,766



676,666Total Current Liabilities


3,202,197



3,169,291TOTAL LIABILITIES


3,202,197



3,169,291STOCKHOLDERS' DEFICITCommon stock, $0.002 par value; 200,000,000 sharesauthorized, 1,216,749 shares issued and outstanding,retroactively restated


2,434



2,434Additional paid-in capital


20,954,252



20,954,252Accumulated deficit


(24,158,568
)


(24,125,458
)Total Stockholders' Deficit


(3,201,882
)


(3,168,772
)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
315


$
519


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


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FUELSTREAM, INC. AND SUBSIDIARIES(formerly SportsNuts, Inc.)Consolidated Statements of Operations(Unaudited)For the Three Months EndedMarch 31,2010


2009NET SALES

$
-


$
-COST OF SALES


-



-GROSS MARGIN


-



-SELLING, GENERAL ANDADMINISTRATIVE EXPENSESSalaries and consulting


-



32,295Professional fees


3,675



6,457Selling, general and administrative


417



415Total Selling, General andAdministrative Expenses


4,092



39,167LOSS FROM OPERATIONS


(4,092
)


(39,167
)OTHER INCOME (EXPENSES)Interest expense


(29,018
)


(29,169
)Other income


-



330Total Other Income (Expenses)


(29,018
)


(28,839
)LOSS BEFORE INCOME TAXES


(33,110
)


(68,006
)INCOME TAX EXPENSE


-



-NET LOSS

$
(33,110
)

$
(68,006
)BASIC AND DILUTED:Net loss per common share

$
(0.03
)

$
(0.06
)Weighted average shares outstanding


1,216,749



1,216,749





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


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FUELSTREAM, INC. AND SUBSIDIARIES(formerly SportsNuts, Inc.)Consolidated Statements of Cash Flows(Unaudited)For the Three Months EndedMarch 31,2010


2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(33,110
)

$
(68,006
)Adjustments to reconcile net loss to netcash used by operating activities:Changes in operating assets and liabilities:Accounts receivable


-



(330
)Advances due from related party


-



23,941Accounts payable and accrued expenses


25,644



67,931Due to related parties


162



-Net Cash Provided (Used) by Operating Activities


(7,304
)


23,536CASH FLOWS FROM INVESTING ACTIVITIES:


-



-CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from line of credit


-



556Payments on line of credit


-



(23,941
)Proceeds from notes payable - related parties


7,100



1,500Net Cash Provided (Used) by Financing Activities

$
7,100


$
(21,885
)NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

$
(204
)

$
1,651CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD


519



1,034CASH AND CASH EQUIVALENTS, END OF PERIOD

$
315


$
2,685SUPPLEMENTAL CASH FLOW INFORMATIONCash Payments For:Interest

$
42


$
561Income taxes

$
-


$
-


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


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FUELSTREAM INC. AND SUBSIDIARIES


(formerly SportsNuts, Inc.)


Notes to the Consolidated Financial Statements


March 31, 2010





NOTE 1 -
BASIS OF FINANCIAL STATEMENT PRESENTATION





The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its Form 10-K filed on March 31, 2010.  Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results to be expected for the year ending December 31, 2010.





NOTE 2 -
GOING CONCERN CONSIDERATIONS





The accompanying consolidated financial statements have been prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  As reported in its Annual Report on Form 10-K for the year ended December 31, 2009, the Company has an accumulated deficit of $24,125,458 from inception of the Company through December 31, 2009.  The accumulated deficit as of March 31, 2010 was $24,158,568 and the total stockholders’ deficit at March 31, 2010 was $3,201,882 and had working capital deficit, continued losses, and negative cash flows from operations.  These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans to address and alleviate these concerns are as follows:





The Company’s management continues to develop a strategy of exploring all options available to it so that it can develop successful operations and have sufficient funds, therefore, as to be able to operate over the next twelve months.  The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by generating revenues through sales of products and services.  No assurance can be given that funds will be available, or, if available, that it will be on terms deemed satisfactory to management.





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





NOTE 3 -
SUBSEQUENT EVENTS





On April 9, 2010, the Company changed its name to Fuelstream, Inc. and filed a Restated Certificate of Incorporation with the state of Delaware.  The majority of the shareholders consented to the name change on April 6, 2010 and notice to the non-consenting shareholders was sent in accordance with Delaware law.


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FUELSTREAM INC. AND SUBSIDIARIES


(formerly SportsNuts, Inc.)


Notes to the Consolidated Financial Statements


March 31, 2010





NOTE 3 -
SUBSEQUENT EVENTS (Continued)





Furthermore, the majority of the Company shareholders decided to effect a reverse split of the Company’s common shares.  Effective at the close of business on April 28, 2010, for every one hundred (100) shares of common stock of the Company held, each shareholder received one (1) share of the Company’s common stock.  Fractional shares were rounded up to the nearest one (1) share of common stock of the Company.  All references to common stock have been restated to reflect the reverse split.





The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no other events, than those noted above, that would have a material impact on the financial statements.


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





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





Overview





SportsNuts is a sports management and marketing company, with a focus on community-based amateur athletics.  The Company helps organize and manage various small sports events, providing online registration, event sponsorship, and event coordination.





The Company seeks to make events more profitable and efficient by promoting such events through various media channels, attracting corporate sponsorships, and providing technology tools to decrease administrative and personnel costs.





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





The Company’s principal sources of revenues are (i) online services targeted to sports organizations and members, and (ii) offline promotional, management, and sponsorship services provided in connection with community-based sports events.  The ability to generate revenues during the year 2007 and beyond depends substantially upon the Company’s resources available in order to market to and engage organizations and their members to receive these products and services.  Such efforts require significant systems development, marketing and personnel costs, which, in turn, requires substantial funding.  If the Company is unable to obtain such funding, its ability to generate revenues will be significantly impaired.





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





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





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





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Results of Operations





Following is management’s discussion of the relevant items affecting results of operations for the periods ended March 31, 2010 and 2009.





Revenues.  The Company generated net revenues of $-0- during the three months ended March 31, 2010 and 2009.  There is typically very little activity during the first quarter of the year with regards to event management and online registrations.  Following the spin-off of Secure Networks on March 1, 2007, the Company’s sole source of revenues will be related to sports events and services rendered pursuant thereto. Accordingly, the Company anticipates that future overall consolidated revenues will likely be substantially lower than in prior periods.  Management therefore believes that SportsNuts is considered a “shell company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934.





Cost of Sales.Cost of sales for the three months ended March 31, 2009 and 2008 were $-0-.  Zero cost of sales correlates to the zero revenues during the first quarters of 2009 and 2008.  Costs of sales consist of online registration services, sales commissions paid in connection with sports events and other event administration costs.





Salaries and Consulting Expenses.  Salaries and consulting expenses were $-0- for the three months ended March 31, 2010, compared to $32,295 during the first quarter of 2009.  The expense amount for the quarter ended March 31, 2009 consists of the accruals of salaries and related payroll taxes.  Due to the lack of operations and cash flows, the Company discontinued the accrual of salaries as of January 1, 2010.  No salaries or consulting expenses were actually paid during the first three months of 2010 and 2009.  The Company anticipates salaries and consulting expenses to remain about the same levels in the future unless increased business warrants the hiring of more personnel.





Professional Fees.  Professional fees for the three months ended March 31, 2010 were $3,675, compared to $6,457 during the first quarter of 2009.  Professional fees consist mainly of the fees for the audit of the Company’s financial statements of the prior year as well as the review of the quarterly filings with the SEC.  The Company anticipates that professional fees will remain about the same levels as the Company goes into “shell” status.





Selling, General and Administrative Expenses.Selling, general and administrative expenses for the three months ended March 31, 2010 were $417, compared to $415 during the first quarter of 2009.  The Company anticipates that selling, general and administrative expenses will continue to decrease as operations decrease.





Other Income (Expense).  The Company had net other expenses of $29,018 for the three months ended March 31, 2010 compared to net other expenses of $28,839 during the first quarter of 2009.  Other expenses incurred were comprised primarily of interest expenses related to balances on Company credit cards and interest on notes payable.





Liquidity and Capital Resources





As of March 31, 2010, the Company’s primary source of liquidity consisted of $315 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.


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The Company has sustained significant net losses which have resulted in a total stockholders’ deficit at March 31, 2010 of $3,201,882 and is currently experiencing a substantial shortfall in operating capital which raises doubt about the Company’s ability to continue as a going concern.  The Company anticipates a net loss for the year ended December 31, 2010 and with the expected cash requirements for the coming months, without additional cash inflows from an increase in revenues combined with continued cost-cutting or a receipt of cash from capital investment, there is substantial doubt as to the Company’s ability to continue operations.





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





FORWARD LOOKING STATEMENTS AND RISK FACTORS





Forward Looking Statements





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





The Company undertakes no obligation to update any forward-looking statements, but investors are advised to consult any further disclosures by the Company on this subject in its subsequent filings pursuant to the Securities Exchange Act of 1934.  Furthermore, as permitted by the Private Securities Litigation Reform Act of 1995, the Company provides these cautionary statements identifying risk factors, listed below, that could cause the Company’s actual results to differ materially from expected and historical results.  It is not possible to foresee or identify all such factors.  Consequently, this list should not be considered an exhaustive statement of all potential risks, uncertainties and inaccurate assumptions.





RISK FACTORS





Operating Risks





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





Dependence on Key Personnel.  The Company’s success depends, in large part, upon the talents and skills of its management and key personnel.  John D. Thomas, the Chief Executive Officer of the


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Company, will not be able to devote his full time and attention to the activities of the Company and will be unable to do so until the Company is able to pay him a full salary on a regular basis.   In addition, to the extent that any of the Company’s key personnel are unable or refuse to continue their association with the Company, a suitable replacement would have to be found.  There is no assurance that the Company would be able to find suitable replacements for its existing management personnel or technical personnel or that such replacements could be obtained for an amount affordable to the Company.





Company Not Currently Profitable.  The Company was organized on July 12, 1996.  Since the date of its inception, the Company has incurred substantial losses and has not yet generated a profit.  To achieve any significant measure of profitability, the Company must create substantial activity through its Web Site to generate revenues, and there is no assurance that the Company will do so in the future or that such revenue generation will ultimately lead to the Company becoming profitable.





Risk of Computer System Failure.  The success of the Company is substantially dependent upon its ability to deliver high quality, uninterrupted access to its technology applications, which requires that the Company protect its computer hardware and software systems and the data and information stored in connection therewith.  The Company’s systems are vulnerable to damage by fire, natural disaster, power loss, telecommunications failures, unauthorized intrusion, and other catastrophic events.  Any substantial interruption in the Company’s systems would have a material adverse effect on the Company’s business, operating results, and financial condition.  In addition, the Company’s systems may be vulnerable to computer viruses, physical or electronic break-ins, sabotage, or other problems caused by third parties which could lead to interruptions, delays, loss of data, or cessation in service to persons desiring to access the Company’s Internet properties.  The occurrence of any of these risks could have a material adverse effect upon the Company’s business, results of operations, and financial condition.





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





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


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Investment Risks





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





Likely Change of Control.  Because the amount of liabilities of the Company exceeds its present market capitalization, the conversion of certain of these liabilities could affect a change of control of the Company in favor of creditors of the Company which could include Kenneth Denos, the Company’s former Chief Executive Officer, who is owed as at March 31, 2010 an aggregate of approximately $1,300,000, consisting of unpaid salary, promissory notes and interest, and unpaid expenses undertaken on behalf of the Company.





Speculative Investment.  The shares of the Company’s common stock are a speculative investment. To date, the Company has generated substantial losses and has yet to achieve a profit.  If the Company fails to generate profits, it is unlikely that the Company will be able to meet its financial obligations and investors could lose their entire investments.





Securities Class Action Claims Based Upon Price Fluctuation.  Securities class action claims have been brought against issuing companies in the past after volatility in the market price of a company’s securities.  With respect to the Company, such litigation could be very costly and divert the attention of the Company’s management and resources, and any adverse determination in such litigation could also subject the Company to significant liabilities, any or all of which could have a material adverse effect on the Company’s business, results of operations, and financial condition.





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





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





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





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.


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Securities Eligible for Public Trading.  Of the 121,674,854 shares of the Company’s Common Stock outstanding at May 11, 2009, virtually all are freely tradable or immediately eligible for resale under Rule 144 promulgated pursuant to the Securities Act of 1933, as amended.  Sales of substantial amounts of freely tradable stock in the public market could adversely affect the market price of the Common Stock.  The Company has also filed a registration statement with respect to its 2000 Stock Option Plan, the result of which could be the sale of a significant number of shares in the public market, and consequently, an adverse effect upon the public trading price of the Company’s Common Stock.





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





Potential Issuance of Additional Common and Preferred Stock.  The Company is authorized to issue up to 200,000,000 shares of Common Stock.  To the extent of such authorization, the Board of Directors of the Company will have the ability, without seeking shareholder approval, to issue additional shares of common stock in the future for such consideration as the Board of Directors may consider sufficient.  The issuance of additional Common Stock in the future may reduce the proportionate ownership and voting power of existing shareholders.





Volatility of Stock Prices.In the event that there is an established public market for the Company’s Common Stock, market prices will be influenced by many factors and will be more subject to significant fluctuations in response to variations in operating results of the Company and other factors such as investor perceptions of the Company, supply and demand, interest rates, general economic conditions and those specific to the industry, developments with regard to the Company’s activities, future financial condition and management.





Applicability of Low Priced Stock Risk Disclosure Requirements.  The Common Stock of the Company may be considered a low priced security under rules promulgated under the Securities Exchange Act of 1934.  Under these rules, broker-dealers participating in transactions in low priced securities must first deliver a risk disclosure document which describes the risks associated with such stocks, the broker-dealer’s duties, the customer’s rights and remedies, certain market and other information, and make a suitability determination approving the customer for low priced stock transactions based on the customer’s financial situation, investment experience and objectives.  Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent of the customer, and provide monthly account statements to the customer.  With all these restrictions, the likely effect of designation as a low priced stock will be to decrease the willingness of broker-dealers to make a market for the stock, to decrease the liquidity of the stock and to increase the transaction cost of sales and purchases of such stock compared to other securities.


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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As a smaller reporting company we are not required to provide this information.





ITEM 4.  CONTROLS AND PROCEDURES




Management’s Report on Disclosure Controls and Procedures




We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions regarding required disclosure.




As of March 31, 2010, the end of our first quarter covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer and Controller, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.  Our board of directors has only one member.  We do not have a formal audit committee.




Management’s Report on Internal Control over Financial Reporting




Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of March 31, 2010, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles.




This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.




Inherent limitations on effectiveness of controls




Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements




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on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




Changes in Internal Control over Financial Reporting




There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.




PART II





OTHER INFORMATION





ITEM 1.
LEGAL PROCEEDINGS





None.





ITEM 1A.           RISK FACTORS





As a smaller reporting company, we are not required to provide the information required by this item.





ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None.








ITEM 3.
DEFAULTS UPON SENIOR SECURITIES





Effective February 1, 2000, the Company sold and issued a promissory note secured by certain tangible and intangible assets of the Company (“Note”) in exchange for $450,000 in cash proceeds.  As of May 1, 2000, the Company is in default with respect to the Note.  The Note and its accompanying Security Agreement have been filed as an exhibit to the Company’s 1999 annual report on form 10-KSB filed with the Securities and Exchange Commission on March 30, 2000.





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





On April 9, 2010, the Company changed its name to Fuelstream, Inc. and filed a Restated Certificate of Incorporation with the state of Delaware.  The majority of the shareholders consented to the name change on April 6, 2010 and notice to the non-consenting shareholders was sent in accordance with Delaware law.





Furthermore, the majority of the Company shareholders decided to effect a reverse split of the Company’s common shares.  Effective at the close of business on April 28, 2010, for every one hundred (100) shares of common stock of the Company held, each shareholder received one (1) share of the Company’s common stock.  Fractional shares were rounded up to the nearest one (1) share of common stock of the Company.


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ITEM 5.
OTHER INFORMATION





Not applicable.





ITEM 6.
EXHIBITS











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INDEX TO EXHIBITS





Number

Exhibits3.1

Amended and Restated Certificate of Incorporation of Fuelstream, Inc.(1)3.2

Amended and Restated Bylaws of SportsNuts, Inc., a Delaware corporation.(2)10.1

Convertible Promissory Note and Security Agreement among Gardner Management, Inc. Profit Sharing Plan and Trust, SportsNuts.com, Inc., Sportzz.com, Inc., and the Company, including amendments, dated February 1, 2000.(3)10.2

SportsNuts, Inc. 2000 Stock Option Plan.(4)21.1

Subsidiaries of the Registrant.(5)31

Certification by Chief Executive Officer, John D. Thomas, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32

Certification by Chief Executive Officer, John D. Thomas, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.








(1) Filed as an Exhibit to the Company’s Form 8-K, filed with the Commission on April 8, 2010.





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





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





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





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











SIGNATURES





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





FUELSTREAM, INC.Date: May 15, 2010

BY: /S/ John D. ThomasJohn D. ThomasChief Executive Officer








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