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 September 30, 2002
                                       or
             [ ] Transition Report Pursuant to Section 13 or 15(d) of
                                 the Securities
                              Exchange Act of 1934

             For the transition period from ________ to ___________

             Commission file number: 333-14477______ to ___________
                                    ---------
                                SPORTSNUTS, INC.
                                ----------------
        (Exact name of small business issuer as specified in its charter)
<TABLE>
<S>                                              <C>
     Delaware                                     87-0561426
     ------------------------------               ----------------
    (State or other jurisdiction of               (IRS Employer
    incorporation or organization)                Identification No.)

    The Towers at South Towne II
    10421 South 400 West, Suite 550
    Salt Lake City, UT                           84095
    --------------------------------------       --------------
    (Address of principal executive offices)     Zip Code
</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 September 30, 2002, the Company
had outstanding 94,368,854 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 September 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>
                                                                               September 30,       December 31,
                                                                                 2002              2001
                                                                           ------------------  -----------------
                                                                               (Unaudited)
<S>                                                                        <C>                 <C>
CURRENT ASSETS

   Cash and cash equivalents (Note 1)                                      $          165,591  $          84,859
   Accounts receivable, net (Note 1)                                                   33,619             12,218
   Prepaid expenses                                                                    12,443             13,338
                                                                           ------------------  ------------------

     Total Current Assets                                                             211,653             110,415
                                                                           ------------------  -------------------

PROPERTY AND EQUIPMENT (Note 1)

   Computer hardware                                                                  722,534            722,534
   Computer software                                                                  751,809            721,809
   Furniture and office equipment                                                     193,819            193,819
   Less - accumulated depreciation                                                 (1,419,885)        (1,137,588)
                                                                           ------------------  -----------------

     Total Property and Equipment                                                     248,277            500,574
                                                                           ------------------  -----------------

OTHER ASSETS

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

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

     TOTAL ASSETS                                                          $          613,200  $         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>
                                                                               September 30,    December 31,
                                                                                 2002               2001
                                                                           ------------------  -----------------
                                                                               (Unaudited)
<S>                                                                       <C>                  <C>
CURRENT LIABILITIES

   Accounts payable                                                        $          803,990  $         850,020
   Accrued expenses                                                                   878,578            632,721
   Capital leases, current portion (Note 11)                                          114,053             69,023
   Notes payable, current portion (Note 3)                                            140,000            115,000
   Notes payable, related parties (Note 2)                                            567,666            486,000
                                                                           ------------------  -----------------

     Total Current Liabilities                                                      2,504,287          2,152,764
                                                                           ------------------  -----------------

LONG-TERM LIABILITIES

   Capital leases (Note 11)                                                           207,194            252,224
                                                                           ------------------  -----------------

     Total Long-Term Liabilities                                                      207,194            252,224
                                                                           ------------------  -----------------

     TOTAL LIABILITIES                                                              2,711,481          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, 94,368,854 and 46,668,854 shares issued
    and outstanding, respectively                                                     188,738             93,338
   Additional paid-in capital                                                      20,060,147         19,166,789
   Accumulated deficit                                                            (22,347,522)       (20,901,212)
                                                                           ------------------  -----------------

     Total Stockholders' Equity (Deficit)                                          (2,098,281)        (1,640,729)
                                                                           ------------------  -----------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                                           $          613,200  $         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
                                                                                       September 30,
                                                                           -------------------------------------
                                                                                 2002                  2001
                                                                           ------------------  -----------------
<S>                                                                        <C>                 <C>
NET SALES                                                                  $           98,066  $          22,187
                                                                           ------------------  -----------------

OPERATING EXPENSES
   Cost of Sales                                                                       53,936             12,853
   General and administrative                                                         194,078            406,113
   Selling and marketing                                                               87,916             85,163
   Research and development                                                            40,177             51,167
                                                                           ------------------  -----------------

     Total Operating Expenses                                                         376,107            555,296
                                                                           ------------------  -----------------

LOSS FROM OPERATIONS                                                                 (278,041)          (533,109)
                                                                           ------------------  -----------------

OTHER INCOME (EXPENSES)
   Interest expense                                                                   (27,340)           (37,336)
   Interest income                                                                        305                177
   Other income                                                                        12,115              5,175
   Gain on settlement of debt (Note 1)                                                  6,774            203,219
                                                                           ------------------  -----------------

     Total Other Income (Expenses)                                                     (8,146)           171,235
                                                                           ------------------  -----------------

LOSS BEFORE INCOME TAXES                                                             (286,187)          (361,874)

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

NET LOSS                                                                   $         (286,187) $        (361,874)
                                                                           ==================  =================


BASIC LOSS PER COMMON SHARE -
   BASIC AND DILUTED (Note 1)
     Loss from continuing operations                                       $           (0.004) $           (0.02)
                                                                           ------------------  -----------------
         Basic Loss Per Share                                              $           (0.004) $           (0.02)
                                                                           ==================  =================

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                                                 80,238,419         16,163,243
                                                                           ==================  =================
</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 Nine Months Ended
                                                                                      September 30,
                                                                           -------------------------------------
                                                                                 2002                 2001
                                                                           ------------------  -----------------
<S>                                                                        <C>                 <C>
NET SALES                                                                  $          520,207  $         155,565
                                                                           ------------------  -----------------

OPERATING EXPENSES
   Cost of Sales                                                                      260,295             70,752
   General and administrative                                                       1,201,615          1,052,306
   Selling and marketing                                                              289,814            552,439
   Research and development                                                           158,345            148,538
                                                                           ------------------  -----------------

     Total Operating Expenses                                                       1,910,069          1,824,035
                                                                           ------------------  -----------------

LOSS FROM OPERATIONS                                                               (1,389,862)        (1,668,470)
                                                                           ------------------  -----------------

OTHER INCOME (EXPENSES)
   Interest expense                                                                   (99,001)           (97,261)
   Interest income                                                                        496                423
   Other income                                                                        35,283             31,889
   Gain on settlement of debt (Note 1)                                                  6,774            344,133
                                                                           ------------------  -----------------

     Total Other Income (Expenses)                                                    (56,448)           279,184
                                                                           ------------------  -----------------

LOSS BEFORE INCOME TAXES                                                           (1,446,310)        (1,389,286)

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

NET LOSS                                                                   $       (1,446,310) $      (1,389,286)
                                                                           ==================  =================


BASIC LOSS PER COMMON SHARE -
   BASIC AND DILUTED (Note 1)
     Loss from continuing operations                                       $           (0.022) $           (0.13)
                                                                           ------------------  -----------------
         Basic Loss Per Share                                              $           (0.022) $           (0.13)
                                                                           ==================  =================

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                                                 66,984,971         10,598,005
                                                                           ==================  =================
</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)                                   -            -            37,400,000               74,800
Warrants/Options issued below market
   value (unaudited)                             -            -                     -                    -
Shares issued for services (unaudited)           -            -            10,300,000               20,600
Net loss for the nine months ended
    September 30, 2002 (unaudited)               -            -                     -                    -
                                         --------- ------------      ----------------        --------------
Balance, September 30, 2002 (unaudited)    178,000 $        356            94,368,854        $     188,738
                                         ========= ============      ================        =============
</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)                        299,200                 -              374,000

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

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

Net loss for the nine months ended September 30, 2002
(unaudited)                                                                -        (1,446,310)          (1,446,310)
                                                         -------------------  -----------------     ----------------
Balance, September 30, 2002 (unaudited)                         $ 20,060,147   $   (22,347,522)     $    (2,098,281)
                                                                ============   ===============      ===============

</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 Nine Months Ended
                                                                                               September 30,
                                                                                          2002               2001
                                                                                    -----------------   -----------------
<S>                                                                               <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                                         $      (1,446,310)  $      (1,389,286)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
     Depreciation                                                                             282,297             357,683
     Amortization of goodwill                                                                  -                   18,032
     Common stock issued for services                                                         306,000             270,400
     Warrants issued below market value                                                       308,758             253,199
     Gain on settlement of debt                                                                (6,774)           (344,133)
     Warrants exercised for services                                                           -                  212,602
     Options exercised for services                                                            -                    3,342

   Changes in operating assets and liabilities:
     Accounts receivable                                                                      (21,401)              5,091
     Inventory                                                                                 -                    5,108
     Other current assets                                                                         895              21,776
     Capital leases payable                                                                    -                  (13,302)
     Advances payable                                                                          -                   30,849
     Deferred revenue                                                                          -                  (22,043)
     Accounts payable and accrued expenses                                                    206,601             269,474
                                                                                    -----------------   -----------------

       Net Cash Used in Operating Activities                                                 (369,934)           (321,208)
                                                                                    -----------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchases of Property & Equipment                                                          (30,000)             -
                                                                                    -----------------   -----------------

       Net Cash Used in Investing Activities                                                  (30,000)             -
                                                                                    -----------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from issuance of notes payable                                                     25,000              -
   Proceeds from issuance of notes payable - related parties                                   81,666               4,000
   Proceeds from issuance of common stock                                                     374,000             100,000
   Proceeds from exercise of stock options                                                     -                   81,600
   Proceeds from exercise of stock warrants                                                    -                   65,000
   Cash received upon acquisition of subsidiary                                                -                   20,420
   Cash received from capital lease                                                            -                   96,011
   Principal payments of notes payable - related parties                                       -                   (7,500)
                                                                                    -----------------   -----------------

       Net Cash Provided by Financing Activities                                    $         480,666   $         359,531
                                                                                    -----------------   -----------------
</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 Nine Months Ended
                                                                                                 September 30,
                                                                                         2002                2001
                                                                                    -----------------   -----------------
<S>                                                                                <C>                  <C>
NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                                                   $          80,732   $          38,323

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

CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                                                                          $         165,591   $          38,974
                                                                                    =================   =================


SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:

   Interest                                                                         $           6,912   $           2,298
   Income taxes                                                                     $          -        $          -

Non-Cash Investing and Financing Activities:

   Common stock issued for services                                                 $         306,000   $         270,400

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

   Common stock issued for reduction of
   accounts payable                                                                 $          -        $          15,000

   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                                                                $          -        $           9,358

   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
                    September 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
                    September 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 nine months ended September 30, 2002
               and 2001 was $282,297 and $357,683, respectively.

               e. Accounts Receivable

               Accounts  receivable  are  recorded  net  of  the  allowance  for
               doubtful  accounts  of  $25,793  as of  September  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
                    September 30, 2002 and December 31, 2001


NOTE 1 -       ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

               i. Basic Loss Per Share
<TABLE>
<CAPTION>
                                                                                   For the Nine Months Ended
                                                                                          September 30,
                                                                         ----------------------------------------
                                                                                  2002                  2001
                                                                         -----------------     ------------------

               Basic loss per share from continuing operations:
<S>                                                                      <C>                   <C>
                     Loss (numerator)                                    $      (1,446,310)    $      (1,389,286)
                     Shares (denominator)                                       66,984,971            10,598,005
                     Per share amount                                    $          (0.022)    $           (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
                    September 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  September  30,  2002,   there  were  22,600,000   options
               outstanding which were granted to employees,  22,350,000 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.


                                       15

<PAGE>


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

NOTE 2 -      NOTES PAYABLE - RELATED PARTIES

              Notes payable - related parties consisted of the following:
<TABLE>
<CAPTION>
                                                                            September 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.                                      83,666                 7,000

              Notes payable to related individuals, unsecured,
               interest at 10%, due on demand.                                      14,000                 9,000
                                                                         -----------------     -----------------

                     Total notes payable - related parties                         567,666               486,000

                     Less: current portion                                        (567,666)             (486,000)
                                                                         -----------------     -----------------
                     Long-term notes payable                             $          -          $          -
                                                                          ================     =================
</TABLE>

<TABLE>
<CAPTION>
              Maturities of notes payable - related parties are as follows:

                       Year Ending
                       September 30,                                                               Amount
<S>                                                                                            <C>

                         2003                                                                  $         567,666
                                                                                               -----------------

                         Total                                                                 $         567,666
                                                                                               =================
</TABLE>

                                       16

<PAGE>


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

NOTE 3 -      NOTES PAYABLE

              Notes payable consisted of the following:
<TABLE>
<CAPTION>
                                                                           September 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
                                                                         -----------------     -----------------

                     Total notes payable                                           140,000               115,000

                     Less: current portion                                        (140,000)              (115,000)
                                                                         -----------------     ------------------

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

              Maturities of notes payable are as follows:
<TABLE>
<CAPTION>

                     Year Ending
                     September 30,                                                                   Amount
                     -------------                                                             -----------------
<S>                      <C>                                                                   <C>
                         2003                                                                  $         140,000
                                                                                               -----------------

                        Total                                                                  $         140,000
                                                                                               =================
</TABLE>



                                                        17

<PAGE>


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


                                       18

<PAGE>


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

                                       19

<PAGE>


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

NOTE 4 -      COMMON AND PREFERRED STOCK TRANSACTIONS (Continued)

              Effective August 22, 2002, the Company sold and issued 25,000,000
              shares of its common stock at a price of $0.01 per share.


NOTE 5 -      OPTIONS AND WARRANTS

              Employee Stock Options

              The following tables summarize the information regarding employee
              stock options at September 30, 2002:
<TABLE>
<S>                                                                                                      <C>
                      Options outstanding at December 31, 2001                                           8,005,000
                      Options granted                                                                   15,450,000
                      Options forfeited                                                                   (855,000)
                                                                                                ------------------
                      Options outstanding at September 30, 2002                                         22,600,000
                                                                                                ==================
                      Weighted average exercise price of options
                      outstanding at September 30, 2002                                         $             0.03
                                                                                                ==================
</TABLE>

<TABLE>
<CAPTION>

                                     Number of         Weighted                        Number of
                                     Options           Average          Weighted       Options           Weighted
                                    Outstanding       Remaining         Average      Exercisable at      Average
                  Exercise          September 30,    Contractual       Exercise       September 30,     Exercise
                       Prices         2002            Life             Price            2002             Price
              -----------------  ----------------  --------------  ---------------  ----------------   ------------
<S>           <C>                      <C>                   <C>   <C>                       <C>       <C>
              $            0.02        18,775,000            4.37  $          0.02           781,250   $       0.02
              $            0.03         2,600,000            3.54  $          0.03         1,215,000   $       0.03
              $            0.16         1,225,000            2.79  $          0.16           979,998   $       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 nine months
              ended September 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>

                                                                                      September 30,
                                                                       ----------------------------------------------
                                                                                2002                    2001
                                                                       ----------------------   ---------------------

<S>                                                                    <C>                      <C>
              Net loss as reported                                     $        (1,446,310)     $         (1,389,286)
              Pro forma net loss                                                (1,754,725)               (1,463,152)
              Basic loss per share as reported                                      (0.022)                    (0.13)
              Pro forma basic loss per share                                        (0.026)                    (0.14)


</TABLE>


                                       20

<PAGE>


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

NOTE 5 -      OPTIONS AND WARRANTS (Continued)

              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>


              Non-Employee Stock Options

              The following tables summarize the information regarding
              non-employee options outstanding at September 30, 2002.
<TABLE>

<S>                                                                                                      <C>
                      Options outstanding at December 31, 2001                                           1,640,000
                      Options granted                                                                      370,000
                      Options forfeited                                                                   (195,000)
                                                                                                -----------------
                      Options outstanding at September 30, 2002                                          1,815,000
                                                                                                ==================

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

<TABLE>
<CAPTION>
                                    Number of         Weighted                        Number of
                                    Options           Average          Weighted       Options            Weighted
                                   Outstanding        Remaining        Average      Exercisable at       Average
                 Exercise          September 30,     Contractual       Exercise      September 30,       Exercise
                   Price               2002            Life             Price           2002              Price
              -----------------  ----------------  --------------  ---------------  ----------------   ------------

<S>           <C>                       <C>                  <C>   <C>                       <C>       <C>
              $            0.02         1,520,000            3.99  $          0.02           380,000   $       0.02
              $            0.03           270,000            4.48  $          0.03            80,000   $       0.03
              $            0.04            25,000            4.50  $          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 $156,434 during the nine months ended September 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
                    September 30, 2002 and December 31, 2001

NOTE 5 -      OPTIONS AND WARRANTS (Continued)

              Warrants

              During the nine months ended September 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 September 30, 2002. All the
              warrants are exercisable at September 30, 2002.
<TABLE>
<S>                                                                                                       <C>
                               Warrants outstanding at December 31, 2001                                  9,975,167
                               Warrants granted                                                          29,500,000
                               Warrants expired                                                           (118,500)
                                                                                                    ---------------
                               Warrants outstanding at September 30, 2002                                39,356,667
                                                                                                    ===============

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

<TABLE>
<CAPTION>
                                                            Number of             Weighted
                                                            Warrants              Average             Weighted
                                                          Outstanding at          Remaining           Average
                                                           September 30,        Contractual          Exercise
                      Range of Exercise Prices               2002                Life                Price
                      ------------------------          ------------------  ------------------  ------------------
<S>                   <C>                                       <C>                       <C>   <C>
                      $0.01 - $0.10                             38,250,000                1.31  $             0.02
                      $0.75                                         66,667                0.97  $             0.75
                      $2.00                                      1,040,000                0.55  $             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 $96,765 during the nine months ended September 30,
              2002 and 2001, respectively. The expense is included in the
              general and administrative amount in the statement of operations.


                                       22

<PAGE>


                                SPORTSNUTS, INC.
                  (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                    September 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 nine months ended September 30, 2002 and 2001 was $65,829
              and $101,294, 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 $1,368 and $4,976, respectively for the
              nine months ended September 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 nine months ended September 30, 2002 and 2001
              was $1,446,310 and $1,389,286, 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.

                                       23

<PAGE>


                                SPORTSNUTS, INC.
                 (Formerly SportsNuts.com International, Inc.)
                 Notes to the Consolidated Financial Statements
                    September 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 nine months ended
              September 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                                        $         152,302  $              655  $           12,634
              Fixed assets, net                                     114,806               3,300             130,171
              Total assets                                          461,289               9,663             337,374
              Total liabilities                                   2,373,300              39,498             484,127
              External revenues                                      37,689             399,611              82,907
              Cost of goods sold                                      1,785             243,775              14,735
              Other income (expense)                                (37,639)               (431)            (18,378)
              Segment profit (loss) before tax effect            (1,360,591)            (40,687)            (45,032)
</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.


                                       24

<PAGE>


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

NOTE 10 -     BUSINESS COMBINATION (Continued)

              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.


NOTE 11 -     CAPITAL LEASES

              Obligations under the capital lease at September 30, 2002 are as
follows:
<TABLE>
<S>                                                                                              <C>
                     Payable in monthly principal and interest payments of
                     $7,351 for 60 months beginning June 30, 2001,
                     interest rate of 11.76%, secured by fixed assets                            $          419,007

                     Less amounts representing taxes and interest                                           (97,760)
                                                                                                 ------------------
                     Total capital leases                                                                   321,247

                     Less current portion                                                                  (114,053)
                                                                                                 ------------------

                     Capital leases - long-term portion                                          $          207,194
                                                                                                 ------------------
</TABLE>
              Future principal obligations of the capital leases payable are as
follows:
<TABLE>
<CAPTION>
                     Year Ending
                     September 30,                                                                     Amount
                     -------------                                                               ------------------
<S>                  <C>                                                                         <C>
                     2003                                                                        $          114,053
                     2004                                                                                    68,248
                     2005                                                                                    79,144
                     2006                                                                                    59,802
                                                                                                 ------------------
                   Total capital leases                                                          $          321,247
                                                                                                 ==================
</TABLE>

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










                                       25

<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

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<PAGE>



selling/marketing  wages and benefits;  advertising  and  promotional  expenses;
travel and other miscellaneous related expenses.  R&D expenses consist mainly of
development  expenses  related to creating new technology  applications.  In the
future, the Company anticipates significant expenditures in business development
to create  strategic  alliances  with third  parties,  and in developing a sales
channel  to the  various  amateur  sports  organizations  throughout  the United
States.

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

Results of Operations

     Following  is  management's  discussion  of the  relevant  items  affecting
results of operations for the periods ended September 30, 2002 and 2001.

     Revenues.  The Company  generated net revenues of $98,066  during the three
months ended  September  30, 2002,  a 342%  increase  compared to $22,187 in net
revenues  during the third quarter of 2001. For the nine months ended  September
30, 2002,  net revenues were $520,207,  a 234% increase  compared to $155,565 in
net revenues  during the first nine 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 and third  quarters 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 September 30, 2002
were $53,936 a 320% increase from $12,853  during the third quarter of 2001. For
the nine month period ended September 30, 2002,  cost of sales were $260,295,  a
268%  increase  compared to $70,752  during the first nine months 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 September 30, 2002 were $194,078, a 52% decrease from
$406,113 during the third quarter of 2001. General and  administrative  expenses
for the nine months ended  September  30, 2002 were  $1,201,615,  a 14% increase
from  $1,052,306  during the nine months ended September 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 a line of credit  established  by the Company for the  development  of future
sports  events.   Without  the  expenses  related  to  warrants,   general  and
administrative  expenses would have been $892,857, a 15% decrease from the first
nine months 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 $131,273 and $7,142,  respectively,  of general and administrative
expenses  during the third  quarter of 2002, as compared to $82,495 and $118,957
during the third quarter of 2001.  For the nine months ended  September 30, 2002
payroll expense and professional fees totaled approximately 383,130 and 343,351,
respectively, of general and administrative expenses as compared to $229,790 and
$231,886  during the first nine  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  September 30, 2002 were $87,916,  a 3% increase from $85,163
during the second quarter of 2001. For the nine months ended September 30, 2002,
selling and  marketing  expenses  were  $289,814,  a 48% decrease  from $552,439
during the nine month  period  ended  September  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

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<PAGE>



2002 will create a sales channel to the amateur sports organizations  throughout
the United  States.  The  Company  also  continues  to focus on the sales of its
technology consulting services.

     Product  Development.  Product research and development  expenditures  were
$40,177 for the three months ended  September  30, 2002,  as compared to $51,167
during the second  quarter of 2001, a decrease of 21%. For the nine months ended
September 30, 2002, product  development  expenses were $158,345,  a 7% increase
from $148,538 for the nine months ended September 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 $56,448 for
the nine  months  ended  September  30,  2002  compared  to net other  income of
$279,184  during  the first nine  months 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.  During the nine
month period ended  September 30, 2002,  the Company had a gain of $6,774 on the
settlement  of debt  compared to  $344,133  during the same time period of 2001.
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  September  30,  2002,  the  Company's  primary  source of  liquidity
consisted of $165,591 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  September  30,  2002 of  $22,347,522  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 nine  months  ended  September  30,  2002 was
$1,703,240 and $1,446,310,  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 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.

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<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.




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<PAGE>



     Additional Financing Required.  The Company will likely require substantial
additional capital in the future for expansion, business development, marketing,
computer  software and systems,  overhead,  administrative,  and other expenses.
There is no assurance that the Company will be able to raise additional funds or
that financing will be available on acceptable  terms.  Lack of additional funds
could significantly affect the Company and its business.  Further,  funds raised
through  future equity  financing  could be  substantially  dilutive to existing
shareholders.

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

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

     Growth  Management.  The Company  anticipates that it will experience rapid
growth in the next few years of operations. The management challenges imposed by
this  growth  include  entry into new  markets,  growth in the number of persons
utilizing   its   Internet   properties,   management   of   affiliated   sports
organizations,  employees and  customers,  expansion of facilities  and computer
systems necessary to accommodate such growth, and additions and modifications to
the products and services offered through the Company's Internet properties.  To
manage these changes effectively, the Company may be required to hire additional
management and operations  personnel and to improve its operational,  financial,
computer,  and  management  systems.  If the Company is unable to manage  growth
effectively or hire or retain qualified  personnel,  the Company's  business and
results of operations could be materially adversely affected.

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

     Dependence on Continued Growth in Use of the Internet. The Company's future
success  is  substantially  dependent  upon  continued  growth in the use of the
Internet  in order to  support  the volume of  activity  necessary  to  generate
advertising  revenue and the sale of its products and services.  Rapid growth in
the use of the  Internet  is a  relatively  recent  phenomenon,  and the Company
relies on consumers who have  historically  used traditional  means of media and
commerce  for  entertainment  and the  purchase of 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.

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<PAGE>




     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.

     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

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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 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

                                       32

<PAGE>



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 94,368,854  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.

     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

                                       33

<PAGE>



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 PROCEEDING.

           None.

ITEM 2.    CHANGES IN SESCURITIES

           Recent Sales of Unregistered Securities

     Effective August 19, 2002, the Company sold and issued 25,000,000 shares of
unregistered common stock to an accredited investors in exchange for $250,000 in
cash proceeds.  No commissions or  underwriting  discounts were given or paid in
connection with this transaction. The Company believes that this transaction was
exempt from the  registration  provisions of the Securities Act of 1933 pursuant
to Section 4(2) of such Act and Rule 506 promulgated thereunder.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     Effective  February 1, 2000, the Company sold and issued a promissory  note
secured by certain  tangible and  intangible  assets of the Company  ("Note") in
exchange for  $450,000 in cash  proceeds.  As of May 1, 2000,  the Company is in
default with respect to the Note. As of April 1, 2001,  the principal  amount of
the Note,  together with interest as accrued,  is convertible into approximately
5,395,562  shares  of  common  stock.  The  Note and its  accompanying  Security
Agreement  have been filed as an exhibit to the Company's  1999 annual report on
form 10-KSB filed with the Securities and Exchange Commission on March 30, 2000.

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

          Not Applicable.

ITEM 5.   OTHER INFORMATION

          Not applicable.

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

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


                                       34

<PAGE>



INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number              Exhibits
------              ---------
<S>                 <C>
3.1                 Amended and Restated Certificate of Incorporation of
                    SportsNuts, Inc.(1)

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

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.



     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
Dated:  November 12, 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