UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549


______________________





FORM
10-Q





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





For the
quarterly period ended March 31, 2009





OR





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





For the
transition period from ________ to ___________





Commission
file number: 333-14477





SPORTSNUTS,
INC.


(Name of
Small Business Issuer in Its Charter)








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











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











Table of contents








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





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





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


Smaller
reporting company  [ X ]





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








APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





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





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the number of shares outstanding
of each of the issuer’s classes of common equity, as of the latest practicable
date.  As of May 11, 2009, the Company had outstanding 121,674,854
shares of common stock, par value $0.002 per share.


























2
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PART
I





FINANCIAL
INFORMATION





The
Condensed Consolidated Financial Statements of the Company are prepared as of
March 31, 2009.





ITEM
      1.
            FINANCIAL
      STATEMENTS REQUIRED BY FORM 10-Q











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











3
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SPORTSNUTS,
      INC. AND SUBSIDIARIESConsolidated Balance
      SheetsASSETSMarch
      31,
                                      
                                      
                                      December
      31,2009
                                      
                                      
                                      2008(Unaudited)CURRENT
      ASSETSCash
      and cash equivalents
                                      
                                      $
                                      2,685
                                      
                                      
                                      $
                                      1,034Accounts
      receivable, net
                                      
                                      
                                      1,760
                                      
                                      
                                      
                                      1,430Advances
      due from related party
                                      
                                      
                                      1,362
                                      
                                      
                                      
                                      25,303Total
      Current Assets
                                      
                                      
                                      5,807
                                      
                                      
                                      
                                      27,767PROPERTY
      AND EQUIPMENT - NET
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -TOTAL
      ASSETS
                                      
                                      $
                                      5,807
                                      
                                      
                                      $
                                      27,767LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccounts
      payable
                                      
                                      $
                                      15,619
                                      
                                      
                                      $
                                      8,591Due
      to related parties
                                      
                                      
                                      167,555
                                      
                                      
                                      
                                      167,555Accrued
      expenses
                                      
                                      
                                      2,129,166
                                      
                                      
                                      
                                      2,068,263Line
      of credit payable
                                      
                                      
                                      9,518
                                      
                                      
                                      
                                      32,903Notes
      payable - related parties
                                      
                                      
                                      668,666
                                      
                                      
                                      
                                      667,166Total
      Current Liabilities
                                      
                                      
                                      2,990,524
                                      
                                      
                                      
                                      2,944,478TOTAL
      LIABILITIES
                                      
                                      
                                      2,990,524
                                      
                                      
                                      
                                      2,944,478STOCKHOLDERS'
      DEFICITCommon
      stock, $0.002 par value; 200,000,000 sharesauthorized,
      121,674,854 shares issued and outstanding
                                      
                                      
                                      243,350
                                      
                                      
                                      
                                      243,350Additional
      paid-in capital
                                      
                                      
                                      20,789,785
                                      
                                      
                                      
                                      20,789,785Accumulated
      deficit
                                      
                                      
                                      (24,017,852
                                      )
                                      
                                      
                                      (23,949,846
                                      )Total
      Stockholders' Deficit
                                      
                                      
                                      (2,984,717
                                      )
                                      
                                      
                                      (2,916,711
                                      )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                      
                                      $
                                      5,807
                                      
                                      
                                      $
                                      27,767








4
 Table of contents




SPORTSNUTS,
      INC. AND SUBSIDIARIESConsolidated Statements of
      Operations(Unaudited)For
      the Three Months EndedMarch
      31,2009
                                          
                                          
                                          2008NET
      SALES
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -COST
      OF SALES
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -GROSS
      MARGIN
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -SELLING,
      GENERAL AND ADMINISTRATIVE EXPENSESSalaries
      and consulting
                                          
                                          
                                          32,295
                                          
                                          
                                          
                                          32,295Professional
      fees
                                          
                                          
                                          6,457
                                          
                                          
                                          
                                          5,020Selling,
      general and administrative
                                          
                                          
                                          415
                                          
                                          
                                          
                                          931Total
      Selling, General and Administrative Expenses
                                          
                                          
                                          39,167
                                          
                                          
                                          
                                          38,246LOSS
      FROM OPERATIONS
                                          
                                          
                                          (39,167
                                          )
                                          
                                          
                                          (38,246
                                          )OTHER
      INCOME (EXPENSES)Interest
      expense
                                          
                                          
                                          (29,169
                                          )
                                          
                                          
                                          (29,588
                                          )Other
      income
                                          
                                          
                                          330
                                          
                                          
                                          
                                          330Total
      Other Income (Expenses)
                                          
                                          
                                          (28,839
                                          )
                                          
                                          
                                          (29,258
                                          )LOSS
      BEFORE INCOME TAXES
                                          
                                          
                                          (68,006
                                          )
                                          
                                          
                                          (67,504
                                          )INCOME
      TAX EXPENSE
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -NET
      LOSS
                                          
                                          $
                                          (68,006
                                          )
                                          
                                          $
                                          (67,504
                                          )BASIC
      AND DILUTED:Net
      loss per common share
                                          
                                          $
                                          (0.00
                                          )
                                          
                                          $
                                          (0.00
                                          )Weighted
      average shares outstanding
                                          
                                          
                                          121,674,854
                                          
                                          
                                          
                                          121,674,854










5
 Table of contents




SPORTSNUTS,
      INC. AND SUBSIDIARIESConsolidated Statements of Cash
      Flows(Unaudited)For
      the Three Months EndedMarch
      31,2009
                                
                                
                                2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                
                                $
                                (68,006
                                )
                                
                                $
                                (67,504
                                )Adjustments
      to reconcile net loss to netcash
      used by operating activities:Depreciation
                                
                                
                                -
                                
                                
                                
                                145Changes
      in operating assets and liabilities:Accounts
      receivable
                                
                                
                                (330
                                )
                                
                                
                                3,432Advances
      due from related party
                                
                                
                                23,941
                                
                                
                                
                                (1,906
                                )Accounts
      payable and accrued expenses
                                
                                
                                67,931
                                
                                
                                
                                53,607Due
      to related parties
                                
                                
                                -
                                
                                
                                
                                213Net
      Cash Provided (Used) by Operating Activities
                                
                                
                                23,536
                                
                                
                                
                                (12,013
                                )CASH
      FLOWS FROM INVESTING ACTIVITIES:
                                
                                
                                -
                                
                                
                                
                                -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from line of credit
                                
                                
                                556
                                
                                
                                
                                3,716Payments
      on line of credit
                                
                                
                                (23,941
                                )
                                
                                
                                (2,723)Proceeds
      from notes payable - related parties
                                
                                
                                1,500
                                
                                
                                
                                7,000Net
      Cash Provided (Used) by Financing Activities
                                
                                $
                                (21,885
                                )
                                
                                $
                                7,993NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                
                                $
                                1,651
                                
                                
                                $
                                (4,020
                                )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                                
                                
                                1,034
                                
                                
                                
                                4,740CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                                
                                $
                                2,685
                                
                                
                                $
                                720SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      Payments For:Interest
                                
                                $
                                561
                                
                                
                                $
                                949Income
      taxes
                                
                                $
                                -
                                
                                
                                $
                                -











6
 Table of contents




SPORTSNUTS,
INC. AND SUBSIDIARIES


Notes to the Consolidated Financial
Statements


March 31,
2009








NOTE
      1 -
            BASIS
      OF FINANCIAL STATEMENT PRESENTATION





The
accompanying unaudited consolidated financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with U.S. generally
accepted accounting principles have been condensed or omitted in accordance with
such rules and regulations.  The information furnished in the interim
consolidated financial statements includes normal recurring adjustments and
reflects all adjustments, which, in the opinion of management, are necessary for
a fair presentation of such financial statements.  Although management
believes the disclosures and information presented are adequate to make the
information not misleading, it is suggested that these interim consolidated
financial statements be read in conjunction with the Company’s audited financial
statements and notes thereto included in its Form 10K filed on March 31,
2009.  Operating results for the three months ended March 31, 2009 are
not necessarily indicative of the results to be expected for the year ending
December 31, 2009.





NOTE
      2 -
            GOING
      CONCERN CONSIDERATIONS





The
accompanying consolidated financial statements have been prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  As reported in its Annual Report on Form
10-K for the year ended December 31, 2008, the Company has an accumulated
deficit of approximately $23,900,000 from inception of the Company through
December 31, 2008.  The Company’s stockholders’ deficit at March 31,
2009 was $2,984,717 and had working capital deficit, continued losses, and
negative cash flows from operations.  These factors combined, raise
substantial doubt about the Company’s ability to continue as a going
concern.  Management’s plans to address and alleviate these concerns
are as follows:





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





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






7
 Table of contents





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




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





Overview





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





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





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





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





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





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





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







8
 Table of contents




Results
of Operations





Following is management’s discussion of
the relevant items affecting results of operations for the periods ended March
31, 2009 and 2008.





Revenues.  The
Company generated net revenues of $-0- during the three months ended March 31,
2009 and 2008.  There is typically very little activity during the
first quarter of the year with regards to event management and online
registrations.  Following the spin-off of Secure Networks on March 1,
2007, the Company’s sole source of revenues will be related to sports events and
services rendered pursuant thereto. Accordingly, the Company anticipates that
future overall consolidated revenues will likely be substantially lower than in
prior periods.  Management therefore believes that SportsNuts is
considered a “shell company” as defined in Rule 12b-2 of the Securities Exchange
Act of 1934.





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





Salaries and Consulting
Expenses.  Salaries and consulting expenses for the three
months ended March 31, 2009 and 2008 were $32,295.  These amounts
consist of the accruals of salaries and related payroll taxes.  No
salaries or consulting expenses were actually paid during the first quarter of
2009 and 2008.  The Company anticipates salaries
and consulting expenses to remain about the same levels in the future unless
increased business warrants the hiring of more personnel.





Professional
Fees.  Professional fees for the three months ended March 31,
2009 were $6,457, compared to $5,020 during the first quarter of
2008.  Professional fees for the first quarter consist mainly of the
fees incurred for the audit of the Company’s financial statements of the prior
year.  The Company anticipates that professional fees will remain
about the same levels as the Company goes into “shell” status.





Selling, General and Administrative
Expenses.Selling, general and administrative expenses for the
three months ended March 31, 2009 were $415, compared to $931 during the first
quarter of 2008.  The Company anticipates that selling, general and
administrative expenses will continue to decrease due to the move into a new
office and the sharing of the rent and overhead expenses with other
entities.





Other Income
(Expense).  The Company had net other expenses of $28,839 for
the three months ended March 31, 2009 compared to net other expenses of $29,258
during the first quarter of 2008.  Other expenses incurred were
comprised primarily of interest expenses related to balances on Company credit
cards and interest on notes payable.





Liquidity
and Capital Resources





As of March 31, 2009, the Company’s
primary source of liquidity consisted of $2,685 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 a total stockholders’ deficit at March 31,
2009 of $2,984,717 and is currently experiencing a substantial shortfall in
operating capital which raises doubt about the Company’s ability to continue as
a going concern.  The Company anticipates a net loss for the year
ended December 31, 2009 and with the expected cash requirements for the coming
months, without additional cash inflows from an increase in revenues combined
with continued cost-cutting or a receipt of cash from capital investment, there
is substantial doubt as to the Company’s ability to continue
operations.





There is presently no agreement in
place with any source of financing for the Company and there






9
 Table of contents




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





FORWARD LOOKING STATEMENTS AND
RISK FACTORS





Forward
Looking Statements





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





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





RISK
FACTORS





Operating Risks





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





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





Company Not Currently
Profitable.  The Company was organized on July 12,
1996.  Since the date of its inception, the Company has incurred
substantial losses and has not yet generated a profit.  To achieve any
significant measure of profitability, the Company must create substantial
activity through its






10
 Table of contents




Web Site
to generate revenues, and there is no assurance that the Company will do so in
the future or that such revenue generation will ultimately lead to the Company
becoming profitable.





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





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





Uncertain Protection of Trade Names
and Related Intangible Assets.  The Company has registered the
Internet domain names, “www.sportsnuts.com,” and
“www.sportsnuts.net.”    Given the lack of resources
available to the Company during 2004, the Company has not pursued trademark
applications of its name and brand.  Consequently, other companies
with names, marks, or slogans similar to SportsNuts could seek to require that
the Company obtain a license from them or require the Company to change its
name, either of which could entail substantial costs.  Additionally,
if the Company were requried to change its name, it could lose all goodwill
associated with the “SportsNuts” mark.  In addition, future products
and services offered by the Company may need to be marketed under different
names if the mark “SportsNuts” causes confusion with another trade name being
used by another company.  The Company could also incur substantial
costs to defend any legal action taken against the Company pursuant to a
trademark or service mark dispute.   If any legal action against
the Company, its asserted trademarks, or service marks should be found to
infringe upon intellectual property rights of a third party, the Company could
be enjoined from further infringement and could be required to pay
damages.  In the event a third party were to sustain a valid claim
against the Company, and in the event a required license were not available on
commercially reasonable terms, the Company’s financial operations and results of
operations could be materially adversely affected.  Litigation, which
could result in substantial cost to and diversion of resources of the Company,
may also be necessary to enforce intellectual property rights of the Company or
to defend the Company against claimed infringements of the rights of
others.





Investment Risks





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






11
 Table of contents





LikelyChange of
Control.  Because the amount of liabilities of the Company
exceeds its present market capitalization, the conversion of certain of these
liabilities could effect a change of control of the Company in favor of
creditors of the Company which could include Kenneth Denos, the Company’s former
Chief Executive Officer, who is owed as at March 31, 2009 an aggregate of
$1,080,216, consisting of unpaid salary, promissory notes and interest, and
unpaid expenses undertaken on behalf of the Company.





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





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





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





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





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





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





Securities Eligible for Public
Trading. Of the 121,674,854 shares of the Company’s Common Stock
outstanding at May 11, 2009, virtually all are freely 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






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





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





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





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






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ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





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





ITEM
4.  CONTROLS AND PROCEDURES




Management’s
Report on Disclosure Controls and Procedures




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




As of
March 31, 2009, the end of our first quarter covered by this report, we carried
out an evaluation, under the supervision of our Chief Executive Officer and
Controller, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on the foregoing, we concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this annual report.  Our board of directors has only one
member.  We do not have a formal audit committee.




Management’s
Report on Internal Control over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Securities Exchange Act, as amended). In fulfilling this responsibility,
estimates and judgments by management are required to assess the expected
benefits and related costs of control procedures. The objectives of internal
control include providing management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from unauthorized use or
disposition, and that transactions are executed in accordance with management’s
authorization and recorded properly to permit the preparation of consolidated
financial statements in conformity with accounting principles generally accepted
in the United States. Our management assessed the effectiveness of our internal
control over financial reporting as of March 31, 2009. In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated
Framework. Our management has concluded that, as of March 31, 2009, our
internal control over financial reporting is effective in providing reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with US generally
accepted accounting principles.




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




Inherent
limitations on effectiveness of controls




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






14
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   on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.




Changes
in Internal Control over Financial Reporting




There
have been no significant changes in our internal controls over financial
reporting that occurred during the quarter ended March 31, 2009 that have
materially or are reasonably likely to materially affect, our internal controls
over financial reporting.







PART
II





OTHER
INFORMATION





ITEM
      1.
            LEGAL
      PROCEEDINGS





None.





ITEM
1A.       RISK FACTORS





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





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





None.








ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES





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





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





Not Applicable.





ITEM
      5.
            OTHER
      INFORMATION





Not applicable.





ITEM
      6.
            EXHIBITS





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






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INDEX
TO EXHIBITS





Number
              
              Exhibits3.1
              
              Amended
      and Restated Certificate of Incorporation of SportsNuts,
      Inc.(1)3.2
              
              Amended
      and Restated Bylaws of SportsNuts, Inc., a Delaware
      corporation.(2)10.1
              
              Convertible
      Promissory Note and Security Agreement among Gardner Management, Inc.
      Profit Sharing Plan and Trust, SportsNuts.com, Inc., Sportzz.com, Inc.,
      and the Company, including amendments, dated February 1,
      2000.(3)10.2
              
              SportsNuts,
      Inc. 2000 Stock Option Plan.(4)21.1
              
              Subsidiaries
      of the Registrant.(5)31
              
              Certification
      by Chief Executive Officer, John D. Thomas, pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32
              
              Certification
      by Chief Executive Officer, John D. Thomas, pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.








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





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





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





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





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











SIGNATURES





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





SPORTSNUTS,
      INC.Date:
      May 14, 2009
            
            BY:
      /S/ John D. ThomasJohn
      D. ThomasChief
      Executive Officer








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