SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2004
                                       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.
        (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.)

     11585 South State Street, Suite 102                 84020
    ---------------------------------------        --------------------
    (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 June 30, 2004, the Company had
outstanding 101,124,854 shares of common stock, par value $0.002 per share.

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







                                        2

<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

The Financial Statements of the Company are prepared as of June 30, 2004.

ITEM 1.        FINANCIAL STATEMENTS REQUIRED BY FORM 10-QSB





                                    CONTENTS

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




                                        3

<PAGE>



                                SPORTSNUTS, INC.
                          Consolidated Balance Sheets


                                     ASSETS
<TABLE>
<CAPTION>
                                                                               June 30,            December 31,
                                                                                2004               2003
                                                                           ------------------  -----------------
                                                                               (Unaudited)
<S>                                                                       <C>                  <C>
CURRENT ASSETS

   Cash and cash equivalents (Note 1)                                      $           80,930  $          51,927
   Accounts receivable, net (Note 1)                                                   55,685              7,485
   Advances due from related party (Note 8)                                            22,875             16,445
   Prepaid expenses                                                                    13,789              6,000
                                                                           ------------------  -----------------

     Total Current Assets                                                             173,279             81,857
                                                                           ------------------  -----------------

PROPERTY AND EQUIPMENT (Note 1)

   Computer hardware                                                                  526,596            516,869
   Computer software                                                                  789,409            788,309
   Furniture and office equipment                                                     207,020            196,719
   Less - accumulated depreciation                                                 (1,429,399)        (1,407,268)
                                                                           ------------------  -----------------

     Total Property and Equipment                                                      93,626             94,629
                                                                           ------------------  -----------------

OTHER ASSETS

   Goodwill, net (Note 10)                                                            205,966            153,270
                                                                           ------------------  -----------------

     Total Other Assets                                                               205,966            153,270
                                                                           ------------------  -----------------

     TOTAL ASSETS                                                          $          472,871  $         329,756
                                                                           ==================  =================
</TABLE>



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


                                        4

<PAGE>



                                SPORTSNUTS, INC.
                    Consolidated Balance Sheets (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
                                                                                June 30,        December 31,
                                                                                 2004               2003
                                                                           ------------------  -----------------
                                                                               (Unaudited)
<S>                                                                        <C>                 <C>
CURRENT LIABILITIES

   Accounts payable                                                        $          851,632  $         812,596
   Accrued expenses                                                                 1,360,882          1,156,292
   Deferred revenue                                                                    -                   7,500
   Capital leases, current portion (Note 11)                                          321,247            321,247
   Notes payable, current portion (Note 3)                                            110,000            110,000
   Notes payable, related parties (Note 2)                                            572,666            570,666
                                                                           ------------------  -----------------

     Total Current Liabilities                                                      3,216,427          2,978,301
                                                                           ------------------  -----------------

LONG TERM LIABILITIES

   Notes payable (Note 3)                                                              35,000             -
   Notes payable, related parties (Note 2)                                             15,000             -
                                                                           ------------------  -----------------

     Total Long Term Liabilities                                                       50,000             -
                                                                           ------------------  -----------------

     TOTAL LIABILITIES                                                              3,266,427          2,978,301
                                                                           ------------------  -----------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, $0.002 par value; 200,000,000 shares
    authorized, 101,124,854 and 98,624,854 shares issued
    and outstanding, respectively                                                     202,250            197,250
   Additional paid-in capital                                                      20,209,945         20,179,305
   Accumulated deficit                                                            (23,205,751)       (23,025,100)
                                                                           ------------------  -----------------

     Total Stockholders' Equity (Deficit)                                          (2,793,556)        (2,648,545)
                                                                           ------------------  -----------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                                           $          472,871  $         329,756
                                                                           ==================  =================
</TABLE>



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


                                        5

<PAGE>



                                SPORTSNUTS, INC.
                     Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                 For the Three Months Ended
                                                                                          June 30,
                                                                           -------------------------------------
                                                                                 2004              2003
                                                                           ------------------  -----------------
<S>                                                                        <C>                 <C>
NET SALES                                                                  $          283,344  $         284,061
                                                                           ------------------  -----------------

OPERATING EXPENSES
   Cost of Sales                                                                      189,602            187,711
   General and administrative                                                         122,434             91,048
   Selling and marketing                                                               70,475             52,330
   Research and development                                                            18,941             12,839
                                                                           ------------------  -----------------

     Total Operating Expenses                                                         401,452            343,928
                                                                           ------------------  -----------------

LOSS FROM OPERATIONS                                                                 (118,108)           (59,867)
                                                                           ------------------  -----------------

OTHER INCOME (EXPENSES)
   Interest expense                                                                   (32,546)           (30,464)
   Interest income                                                                        101                 45
   Gain on settlement of debt (Note 1)                                                  4,377             -
   Other income                                                                        28,439             15,890
                                                                           ------------------  -----------------

     Total Other Income (Expenses)                                                        371            (14,529)
                                                                           ------------------  -----------------

LOSS BEFORE INCOME TAXES                                                             (117,737)           (74,396)

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

NET LOSS                                                                   $         (117,737) $         (74,396)
                                                                           ==================  =================


BASIC LOSS PER COMMON SHARE -
   BASIC AND DILUTED (Note 1)
     Loss from continuing operations                                       $            (0.00) $           (0.00)
                                                                           ------------------  -----------------
         Basic Loss Per Share                                              $            (0.00) $           (0.00)
                                                                           ==================  =================

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                                                100,273,206         98,268,854
                                                                           ==================  =================

</TABLE>

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


                                        6

<PAGE>



                                SPORTSNUTS, INC.
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                  For the Six Months Ended
                                                                                          June 30,
                                                                           -------------------------------------
                                                                                    2004                2003
                                                                           ------------------  -----------------
<S>                                                                        <C>                 <C>
NET SALES                                                                  $          379,436  $         381,118
                                                                           ------------------  -----------------

OPERATING EXPENSES
   Cost of Sales                                                                      220,420            206,262
   General and administrative                                                         213,370            194,883
   Selling and marketing                                                              115,696            110,319
   Research and development                                                            31,469             28,579
                                                                           ------------------  -----------------

     Total Operating Expenses                                                         580,955            540,043
                                                                           ------------------  -----------------

LOSS FROM OPERATIONS                                                                 (201,519)          (158,925)
                                                                           ------------------  -----------------

OTHER INCOME (EXPENSES)
   Interest expense                                                                   (60,717)           (57,643)
   Interest income                                                                        199                 81
   Gain on settlement of debt (Note 1)                                                 36,696             -
   Other income                                                                        44,690             30,740
                                                                           ------------------  -----------------

     Total Other Income (Expenses)                                                     20,868            (26,822)
                                                                           ------------------  -----------------

LOSS BEFORE INCOME TAXES                                                             (180,651)          (185,747)

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

NET LOSS                                                                   $         (180,651) $        (185,747)
                                                                           ==================  =================


BASIC LOSS PER COMMON SHARE -
   BASIC AND DILUTED (Note 1)
     Loss from continuing operations                                       $            (0.00) $           (0.00)
                                                                           ------------------  -----------------
         Basic Loss Per Share                                              $            (0.00) $           (0.00)
                                                                           ==================  =================

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                                                100,699,030         98,268,854
                                                                           ==================  =================
</TABLE>


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


                                        7

<PAGE>



                                SPORTSNUTS, 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, 2002                         178,000      $      356           98,268,854              $   196,538

Warrants/Options issued below market value               -               -                    -                        -

Conversion of preferred stock to common stock      (178,000)           (356)             356,000                      712

Net loss for the year ended December 31, 2003            -               -                    -                        -
                                                  --------     -----------          -----------              -----------
Balance, December 31, 2003                               -               -           98,624,854                  197,250

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

Shares issued for purchase of Secure
Networks, Inc. (unaudited)                               -               -            2,500,000                    5,000

Net loss for the six months ended June 30,-
2004 (unaudited)                                         -               -                    -                        -
                                                ----------    ------------          -----------             ------------

Balance, June 30, 2004 (unaudited)                       -    $          -          101,124,854             $    202,250
                                                ==========    ============          ============            ============
</TABLE>



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


                                        8

<PAGE>



                                SPORTSNUTS, 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, 2002                               $20,163,380         $(22,614,851)     $       (2,254,577)

Warrants/Options issued below market value                    16,281                    -                   16,281

Conversion of preferred stock to common stock                   (356)                   -                        -

Net loss for the year ended December 31, 2003                      -             (410,249)                (410,249)
                                                        ------------         ------------      -------------------
Balance, December 31, 2003                                20,179,305          (23,025,100)              (2,648,545)

Warrants/Options issued below market value (unaudited)         8,140                    -                    8,140

Shares issued for purchase of Secure Networks, Inc.           22,500                    -                   27,500
(unaudited)

Net loss for the six months ended June 30, 2004
(unaudited)                                                        -             (180,651)                (180,651)
                                                        ------------         ------------      -------------------
Balance, June 30, 2004 (unaudited)                     $ 20,209,945         $(23,205,751)     $        (2,793,556)
                                                        ============         ============      ===================
</TABLE>



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


                                        9

<PAGE>



                                SPORTSNUTS, INC.
                     Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                          For the Six Months Ended
                                                                                                  June 30,
                                                                                    -------------------------------------
                                                                                          2004                 2003
                                                                                    -----------------   -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                 <C>                 <C>
   Net loss                                                                         $        (180,651)  $        (185,747)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
     Depreciation                                                                              22,131              20,898
     Warrants/Options issued below market value                                                 8,140               8,140
     Gain on settlement of debt                                                               (36,696)                  -

   Changes in operating assets and liabilities:
     Accounts receivable                                                                      (48,200)              2,073
     Advances due from related party                                                           (6,430)             18,394
     Other current assets                                                                      (7,789)             (6,660)
     Deferred Revenue                                                                          (7,500)                  -
     Accounts payable and accrued expenses                                                    255,126             214,437
                                                                                    -----------------   -----------------

       Net Cash Provided (Used) in Operating Activities                                        (1,869)             71,535
                                                                                    ------------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchases of Property & Equipment                                                          (21,128)            (27,900)
                                                                                    -----------------   ------------------

       Net Cash Used in Investing Activities                                                  (21,128)            (27,900)
                                                                                    -----------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from issuance of notes payable                                                     35,000                   -
   Proceeds from issuance of notes payable - related parties                                   17,000              50,000
   Principal payments of notes payable - related parties                                       -                   (5,000)
                                                                                    -----------------   -----------------

       Net Cash Provided by Financing Activities                                    $          52,000   $          45,000
                                                                                    -----------------   -----------------

NET INCREASE IN CASH AND
 CASH EQUIVALENTS                                                                   $          29,003   $          88,635

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                                                           51,927              40,573
                                                                                    -----------------   -----------------

CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                                                                          $          80,930   $         129,208
                                                                                    =================   =================
</TABLE>




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


                                       10

<PAGE>




                                SPORTSNUTS, INC.
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                          For the Six Months Ended
                                                                                                   June 30,
                                                                                    -------------------------------------
                                                                                          2004               2003
                                                                                    -----------------   -----------------

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
<S>                                                                                 <C>                 <C>
   Interest                                                                         $           4,419   $           4,596
   Income taxes                                                                     $               -   $               -
</TABLE>






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


                                       11

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                      June 30, 2004 and December 31, 2003


NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

              a.      Organization and Description of Business

              SportsNuts, 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 February 1, 2004, the Company issued 2,500,000 shares of
              its common stock to aquire Secure Networks, Inc. ("Secure
              Networks") in exchange for all of the issued and outstanding
              shares of Secure Networks common stock. The acquisition was
              accounted for as a purchase per APB No. 16. Secure Networks is a
              reseller of computer hardware, software and networking equipment
              throughout the United States. Management believes that the
              addition of Secure Networks will enhance the technology solutions
              provided by the other subsidiaries of the Company described below.

              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.
                 Notes to the Consolidated Financial Statements
                      June 30, 2004 and December 31, 2003



NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              d.      Property and Equipment

              Property and equipment are stated at cost. Expenditures for
              ordinary maintenance and repairs are charged to operations as
              incurred. Major additions and improvements are capitalized.
              Depreciation is computed using the straight-line and accelerated
              methods over estimated useful lives as follows:
<TABLE>
<S>                                                              <C>
                               Computer hardware                 3 years
                               Computer software                 3 years
                               Office equipment                  7 years
</TABLE>

              Depreciation expense for the six months ended June 30, 2004 and
              2003 was $22,131 and $20,898, respectively.

              e.      Accounts Receivable

              Accounts receivable are recorded net of the allowance for doubtful
              accounts of $38,782 as of June 30, 2004 and December 31, 2003.

              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. Advertising expense is
              included in selling and marketing expenses in the consolidated
              statements of operations.






                                       13

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                      June 30, 2004 and December 31, 2003



NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
<TABLE>
<CAPTION>
              i.      Basic Loss Per Share
                                                                                     For the Six Months Ended
                                                                                         June 30,
                                                                         -------------------------------------------------
                                                                                    2004                      2003
                                                                         ------------------------   ----------------------

              Basic loss per share from continuing operations:
<S>                                                                      <C>                        <C>
                     Loss (numerator)                                    $        (180,651)          $            (185,747)
                     Shares (denominator)                                      100,699,030                      98,268,854
                     Per share amount                                    $           (0.00)          $               (0.00)
</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, 2003.

              At December 31, 2003 the Company had net operating loss
              carryforwards of approximately $14,014,000 that may be offset
              against future taxable income through 2023. 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.
                 Notes to the Consolidated Financial Statements
                      June 30, 2004 and December 31, 2003



NOTE 1 -      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

              l.     Stock Options and Warrants

              As permitted by FASB Statement 123 "Accounting for Stock Based
              Compensation" (SFAS No. 123), the Company elected to measure and
              record compensation cost relative to employee stock option costs
              in accordance with Accounting Principles Board ("APB") Opinion 25,
              "Accounting for Stock Issued to Employees," and related
              interpretations and make pro forma disclosures of net income
              (loss) and basic earnings (loss) per share as if the fair value
              method of valuing stock options had been applied. Under APB
              Opinion 25, compensation cost is recognized for stock options
              granted to employees when the option price is less than the market
              price of the underlying common stock on the date of grant. As of
              June 30, 2004, there were 22,135,000 options outstanding which
              were granted to employees, all of which were granted at exercise
              prices equal to or above 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.

              n.     Accrued Expenses

              The Company has two lines of credit outstanding at June 30, 2004.
              The balances are included in accrued expenses on the financial
              statements. Following are the details of each line of credit:

              Line of credit is due on demand and is personally guaranteed by
              a shareholder of the Company.

<TABLE>
<S>                                                                     <C>
              Available credit line                                      $       31,500.00
              Interest rate                                                             5%
              Balance outstanding at June 30, 2004                       $       21,142.86

              Line of credit is due on demand.
              Available credit line                                      $       34,000.00
              Interest rate                                                             8%
              Balance outstanding at June 30, 2004                       $       32,722.80
</TABLE>
                                       15

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                       June 30, 2004 and December 31, 2003


NOTE 2 -      NOTES PAYABLE - RELATED PARTIES

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

                                                                              June 30,                  December 31,
                                                                               2004                        2003
                                                                         -----------------              ------------
                                                                            (Unaudited)

<S>                                                                      <C>                           <C>
              Note payable to a shareholder, secured by tangible and
               intangle assets of the Company, interest at 16%,
               principal and interest due April 1, 2000, past due.
               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, past due. 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.                                     102,666                       100,666

              Notes payable to related individuals, unsecured,
               interest at 8%, principal and interest due
               March 1, 2007                                                        15,000                             -
                                                                         -----------------             -----------------

                     Total notes payable - related parties                         587,666                       570,666

                     Less: current portion                                        (572,666)                     (570,666)
                                                                         -----------------             -----------------

                     Long-term notes payable                             $          15,000             $          -
                                                                         =================             =================
</TABLE>
<TABLE>
<CAPTION>

              Maturities of notes payable - related parties are as follows:

                 Year Ending
                   June 30,                                                                                 Amount
                 -------------                                                                        -----------------
<S>                  <C>                                                                              <C>
                     2005                                                                             $         572,666
                     2006                                                                                             -
                     2007                                                                                        15,000
                                                                                                      -----------------

                         Total                                                                        $         587,666
                                                                                                      =================
</TABLE>


                                       16

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                       June 30, 2004 and December 31, 2003


NOTE 3 -      NOTES PAYABLE

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

                                                                             June 30,             December 31,
                                                                              2004                    2003
                                                                         -------------------   -----------------
                                                                            (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,past due. 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, past due. 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, past due. 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.                                       15,000               15,000

              Notes payable to individuals, unsecured,
               interest at 8%, principal and interest due
               March 1, 2007                                                         35,000                    -
                                                                          -----------------     ----------------

                     Total notes payable                                            145,000              110,000

                     Less: current portion                                         (110,000)            (110,000)
                                                                          -----------------     ----------------

                     Long-term notes payable                             $           35,000     $              -
                                                                         ==================     ================
</TABLE>

              Maturities of notes payable are as follows:
<TABLE>
<CAPTION>
                 Year Ending
                    June 30,                                                                         Amount
                 ------------                                                                  -----------------
<S>                  <C>                                                                       <C>
                     2005                                                                      $         110,000
                     2006                                                                                 -
                     2004                                                                                 35,000
                                                                                               -----------------

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



                                       17

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                      June 30, 2004 and December 31, 2003


NOTE 4 -      COMMON AND PREFERRED STOCK TRANSACTIONS

              Effective December 31, 2003, the Company converted 178,000 shares
              of preferred stock into 356,000 shares of common stock.

              Effective February 1, 2004, the Company issued 2,500,000 shares of
              its common stock, valued at $.011 per share to acquire Secure
              Networks, Inc. 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 June 30, 2004:
<TABLE>
<S>                                                                                            <C>
                      Options outstanding at December 31, 2003                                          22,135,000
                      Options granted                                                                       -
                      Options forfeited                                                                     -
                                                                                                ------------------
                      Options outstanding at June 30, 2004                                              22,135,000
                                                                                                ==================
                      Weighted average exercise price of options
                      outstanding at June 30, 2004                                              $             0.02
                                                                                                ==================

</TABLE>
<TABLE>
<CAPTION>
                                     Number of         Weighted                        Number of
                                     Options           Average          Weighted       Options           Weighted
                                    Outstanding       Remaining         Average      Exercisable at      Average
                  Exercise           June 30,        Contractual       Exercise        June 30,         Exercise
                       Prices         2004            Life             Price            2004             Price
              -----------------  ----------------  --------------  ---------------  ----------------   ------------
<S>           <C>                       <C>                  <C>   <C>                       <C>       <C>
              $           0.005         1,850,000            4.24  $         0.005           462,500   $      0.005
              $           0.020        18,775,000            2.61  $         0.020         1,929,167   $      0.020
              $           0.030         1,575,000            1.86  $         0.030         1,112,083   $      0.030
              $           0.160           310,000            1.07  $         0.160           218,332   $      0.160
</TABLE>

              The Company applies APB Opinion 25 and related Interpretations in
              accounting for its plan. Accordingly, no expense has been
              recognized for its stock option plan during the six months ended
              June 30, 2004 and 2003, respectively. Had compensation cost for
              the Company's stock- based compensation plan been determined based
              on the fair value at the grant dates for awards under such plan
              consistent with the method of FASB Statement 123, "Accounting for
              Stock- Based Compensation" (SFAS No. 123), the Company's net loss
              and basic loss per common share would have been as indicated
              below:
<TABLE>
<CAPTION>

                                                                                          June 30,
                                                                       ----------------------------------------------
                                                                                2004                    2003
                                                                       ----------------------   ---------------------
<S>                                                                    <C>                      <C>
              Net loss as reported                                     $        (180,651)       $         (185,747)
              Pro forma net loss                                                (180,651)                 (191,268)
              Basic loss per share as reported                                     (0.00)                    (0.00)
              Pro forma basic loss per share                                       (0.00)                    (0.00)
</TABLE>



                                       18

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                       June 30, 2004 and December 31, 2003


NOTE 5 -      OPTIONS AND WARRANTS (Continued)

              Employee Stock Options (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                                                        2.78% - 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 June 30, 2004.
<TABLE>
<S>                                                                                            <C>
                      Options outstanding at December 31, 2003                                              20,000
                      Options granted                                                                            -
                      Options forfeited                                                                          -
                                                                                                ------------------
                      Options outstanding at June 30, 2004                                                  20,000
                                                                                                ==================

                      Weighted average exercise price of non-employee
                      options outstanding at June 30, 2004                                      $             0.02
                                                                                                ==================
</TABLE>
<TABLE>
<CAPTION>

                                    Number of         Weighted                        Number of
                                    Options           Average          Weighted       Options            Weighted
                                    Outstanding       Remaining        Average      Exercisable at       Average
                 Exercise            June 30,        Contractual       Exercise           June 30,       Exercise
                        Price         2004            Life             Price           2004              Price
              -----------------  ----------------  --------------  ---------------  ----------------   ------------
<S>           <C>                          <C>               <C>   <C>                        <C>      <C>
              $            0.02            20,000            2.72  $          0.02            10,000   $       0.02
</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                                                        4.84%
                               Expected life                                                              60 Months
                               Expected volatility                                                             2.74
                               Dividend yield                                                                   0.0
</TABLE>

              As a result of applying SFAS No. 123, the Company had no expense
              during the six months ended June 30, 2004 and 2003, respectively.








                                       19

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                       June 30, 2004 and December 31, 2003


NOTE 5 -      OPTIONS AND WARRANTS (Continued)

              Warrants

              The following tables summarize the information regarding warrants
              outstanding at June 30, 2004.
<TABLE>
<S>                                                             <C> <C>                            <C>
                               Warrants outstanding at December 31, 2003                                 27,339,500
                               Warrants granted                                                                   -
                               Warrants expired                                                        (27,339,500)
                                                                                                    ---------------
                               Warrants outstanding at June 30, 2004                                              -
                                                                                                    ===============
</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.
              As a result of applying SFAS No. 123, the Company had an expense
              of $8,140 and $8,140 during the six months ended June 30, 2004 and
              2003, respectively. The expense is included in the general and
              administrative amount in the statement of operations.


NOTE 6 -       OPERATING LEASES

              The Company leases two (2) different facilities under
              non-cancelable operating leases expiring in 2005. Rental expense
              for the six months ended June 30, 2004 and 2003 was $26,136 and
              $24,236, respectively.

              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>
              2004                                                                                  $        51,000
              2005                                                                                           54,000
              2006 and thereafter                                                                             -
                                                                                                    ---------------

                   Total minimum lease payments                                                        $    105,000
                                                                                                      ============
</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, 2003 of approximately
              $23,000,000 and has experienced periodic cash flow difficulties,
              all of which raise substantial doubt regarding the Company's
              ability to continue as a going concern.

              The net loss for the six months ended June 30, 2004 and 2003 was
              $180,651 and $185,747, 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, 2004
              and with the expected cash requirements for the coming year, there
              is substantial doubt as to the Company's ability to continue
              operations.



                                       20

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                       June 30, 2004 and December 31, 2003


NOTE 7 -      GOING CONCERN (Continued)

              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.


NOTE 8 -      RELATED PARTY TRANSACTIONS

              Between October, 2002 and June, 2004, the Company paid $162,027 in
              advances to a company with a common officer. The balance
              receivable at June 30, 2004 is $22,875.


NOTE 9 - SEGMENT REPORTING

              SportsNuts, Inc.'s reportable segments are business units that
              offer different products and services. The Company has three
              reportable business segments: online services, sports event
              management and information technology consulting. The online
              services segment provides internet team and league management for
              amateur sports organizations and online registrations for sporting
              events. The sports event management segment creates, promotes and
              manages sporting events. The information technology consulting
              segment provides services related to computer hardware, software
              and websites.

              The policies applied to determine the segment information are the
              same as those described in the summary of significant accounting
              policies (Note 1). All significant intersegment transactions have
              been eliminated in the consolidated financial statements.

              Financial information as of and for the six months ended June 30,
              2004 with respect to the reportable segments is as follows:
<TABLE>
<CAPTION>
                                                             Online             Sports Event        Information
                                                            Services              Management         Technology
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                <C>                 <C>
              Cash                                        $          17,946  $            7,149  $           55,835
              Fixed assets, net                                      67,024               3,975              22,627
              Total assets                                          306,120              35,999             130,752
              Total liabilities                                   2,696,778              38,905             530,744
              External revenues                                      50,449              93,641             235,346
              Cost of goods sold                                     10,639              58,275             162,506
              Other income (expense)                                 27,938             (1,290)             (5,780)
              Segment profit (loss) before tax effect             (135,950)            (16,140)            (28,561)
</TABLE>





                                       21

<PAGE>


                                SPORTSNUTS, INC.
                 Notes to the Consolidated Financial Statements
                       June 30, 2004 and December 31, 2003


NOTE 10 -     BUSINESS COMBINATION

              On February 1, 2004, the Company acquired Secure Networks, Inc.
              (Secure Networks) by exchanging 2,500,000 shares of its common
              stock for all of the common stock of Secure Networks. The
              transaction was accounted for as a purchase in accordance with APB
              16, "Business Combinations." The results of operations of Secure
              Networks are included in the consolidated financial statements
              from the date of acquisition.

              Based on SFAS No. 142 as described in Note 1, the Company has
              determined that the goodwill associated with the acquisition of
              RMSA will no longer be amortized. Furthermore, the Company has
              determined that there has been no impairment in goodwill.


NOTE 11 -     CAPITAL LEASES IN DEFAULT

              In May 2001, the Company entered into a capital lease agreement
              with IBM Credit Corp. ("IBM"). During 2001, the Company defaulted
              on the lease. In June 2002, IBM repossessed the computer
              equipment. The Company recognized a loss on the repossession of
              $130,171 during the year ended December 31, 2002. The balance of
              the lease payable at June 30, 2004 of $321,247 is the balance
              which was outstanding as of June 2002, the date of the
              repossession. As of the report date, no settlement has been
              negotiated with IBM in regards to the remaining balance due on the
              lease.

              Terms under the original lease agreement 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
                                                                                                 ==================
</TABLE>

              No depreciation expense associated with the equipment under
              capital lease was expensed during the six months ended June 30,
              2004 and 2003, respectively.

                                       22

<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. Beginning in February, 2004, the Company also began selling
computer hardware through Secure Networks, Inc., the Company's wholly-owned
subsidiary.

         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, and sales of computer hardware and software. The
ability to generate revenues during the year 2004 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
(i) offline costs associated with the management and promotion of sporting
events which the company has an active role, and (ii) the wholesale purchase
price of computer equipment sold by the Company. Also included in cost of goods
sold are commissions paid for information technology consulting contracts and
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

                                       23

<PAGE>



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 of development expenses related to creating new technology applications.
In the future, the Company anticipates significant expenditures in business
development to create strategic alliances with third parties, and in developing
a sales channel to the various amateur sports organizations throughout the
United States.

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

Results of Operations

         Following is management's discussion of the relevant items affecting
results of operations for the periods ended June 30, 2004 and 2003.

         Revenues. The Company generated net revenues of $283,344 during the
three months ended June 30, 2004, a 0.25% decrease compared to $284,061 in net
revenues during the second quarter of 2003. For the six months ended June 30,
2004, net revenues were 379,436, a 0.44% decrease compared to $381,118 in net
revenues during the first six months of 2003. The Company lost two major events
owned and managed during 2003 due to the departure of the event director. Lost
revenues from the event were approximately $148,000 during the first six months
of 2003. These lost revenues were made up by the acquisition of Secure Networks,
Inc. which contributed approximately $141,000 during the first six months of
2004 resulting in the very small change in total revenues from the prior year.
Along with event administration, other sources of revenue were the sales of the
Company's online services, information technology consulting, and computer
hardware sales. The Company anticipates that these four areas will constitute
the principal source of the Company's revenue for the foreseeable future.

         Cost of Sales. Cost of sales for the three months ended June 30, 2004
were $189,602, a 1% increase from $187,711 during the second quarter of 2003.
For the six months ended June 30, 2004, cost of sales were $220,420, a 7%
increase compared to $206,262 during the first six months of 2003. This increase
in cost of sales was principally attributable to the sales of computer hardware
in which margins are not as high as other products and services of the Company.
Cost of sales is mainly attributable to expenses incurred pursuant to the
delivery of the Company's sports event management and promotional services.
Other costs of sales consisted of online registration services and sales
commissions paid in connection with technology consulting projects.

         General and Administrative Expenses. General and administrative
expenses for the three months ended June 30, 2004 were $122,434, a 34% increase
from $91,048 during the second quarter of 2003. General and administrative
expenses for the six months ended June 30, 2004 were $213,370, a 9% increase
from $194,883 during the six months ended June 30, 2003. This increase was
principally due to the acquisition of Secure Networks, Inc. which added
approximately $21,000 in general and administrative expenses during the first
half of 2004. Excluding Secure Networks, general and administrative expenses for
the six months ended June 30, 2004 would have been $192,583, a 1% decrease
compared to same period of the prior year. 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 $104,766 and $14,955,
respectively, of general and administrative expenses during the second quarter
of 2004, as compared to $80,493 and $16,825 during the second quarter of 2003.
For the six months ended June 30, 2004 payroll expense and professional fees
totaled approximately $183,292 and $22,687, respectively, of general and
administrative expenses as compared to $178,551 and $39,673 during the first six
months of 2003. The increase in payroll is once again attributable to the
addition of Secure Networks. The Company continues to cut professional fees to a
minimum.

         Selling and Marketing Expenses. Selling and marketing expenses for the
three months ended June 30, 2004 were $70,475, a 35% increase from $52,330
during the second quarter of 2003. For the six months ended June 30, 2004,
selling and marketing expenses were $115,696, a 5% increase from

                                       24

<PAGE>



$110,319 during the six month period ended June 30, 2003. This increase was
primarily attributable to the acquisition of Secure Networks, Inc. and the sales
of computer hardware and software. The Company anticipates that selling and
marketing expenses in the future will increase as the Company seeks to market
and promote its online technology services to sports and non-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
$18,941 for the three months ended June 30, 2004, as compared to $12,839 during
the second quarter of 2003, an increase of 48%. For the six months ended June
30, 2004, product development expenses were $31,469, a 10% increase from $28,579
for the six months ended June 30, 2003. 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. 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 income of $20,868 for
the six months ended June 30, 2004 compared to net other expense of $26,822
during the first half of 2003. This income was generated principally from the
forgiveness of certain accounts payable by creditors of the Company resulting in
other income of $36,696. Expenses incurred in this category were comprised
primarily of interest expenses related to balances on Company credit cards and
short term loans.

Liquidity and Capital Resources

         As of June 30, 2004, the Company's primary source of liquidity
consisted of $80,930 in cash and cash equivalents. The Company holds most of its
cash reserves in local sweep accounts with local financial institutions. Since
inception, the Company has financed its operations through a combination of
short and long-term loans, and through the private placement of its Common
Stock.

         The Company has sustained significant net losses which have resulted in
an accumulated deficit at June 30, 2004 of $23,205,751 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 net loss for the
year ended December 31, 2003 and the six months ended June 30, 2004 was $410,249
and $180,651, respectively. The Company anticipates a net loss for the year
ended December 31, 2004 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 has made substantial progress in developing efficiencies in
its business and revenue models during 2004 and expects substantial revenue
growth with the acquisition of Secure Networks., Inc. 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 continued advancements in its business strategy. There is presently no
agreement in place with any source of financing and, although management is
optimistic about the Company's ability to secure investment, there can be no
assurance that the Company will be able to raise any additional funds, or that
such funds will be available on acceptable terms. Funds raised through future
equity financing will likely be 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.




                                       25

<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"), a wholly-owned subsidiary
of the Company, 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. The equipment was repossessed by IBM in
June, 2002, but no settlement has been reached to date.

         Dependence on Key Personnel. The Company's success depends, in large
part, upon the talents and skills of its management and key personnel. Kenneth
Denos, the Chief Executive Officer of the Company, has deferred his entire
salary since the second quarter of 2000, and has since provided legal and
consulting services to various of his clientele to supplement his income. As a
result, Mr. Denos has not been 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. The
competition for qualified personnel in the computer software and programming
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.


                                       26

<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.

         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.


                                       27

<PAGE>



         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 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.

         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

                                       28

<PAGE>



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 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 101,124,854 shares of
the Company's Common Stock outstanding at June 30, 2003, approximately
70,000,000 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

                                       29

<PAGE>



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-dealers's duties, the customer's rights and remedies,
certain market and other information, and make a suitability determination
approving the customer for low priced stock transactions based on the customer's
financial situation, investment experience and objectives. Broker- dealers must
also disclose these restrictions in writing to the customer, obtain specific
written consent of the customer, and provide monthly account statements to the
customer. With all these restrictions, the likely effect of designation as a low
priced stock will be to decrease the willingness of broker-dealers to make a
market for the stock, to decrease the liquidity of the stock and to increase the
transaction cost of sales and purchases of such stock compared to other
securities.



                                     PART II

                                OTHER INFORMATION


ITEM 1.        LEGAL PROCEEDINGS

               None.


ITEM 2.        CHANGES IN SECURITIES

               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.



                                       30

<PAGE>



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:


<TABLE>
<CAPTION>
INDEX TO EXHIBITS

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

21.1          Subsidiaries of the Registrant.  (5)

99.1          Certification by Chief Executive Officer and
              Chief Financial Officer, Kenneth I Denos, pursuant to Section
              302 of the Sarbanes-Oxley Act of 2002.

99.2          Certification by Chief Executive Officer and Chief Financial
              Officer, Kenneth I. Denos, pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.
</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 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:  August 15, 2004                     By: /s/ Kenneth I. Denos
                                           -----------------------------------
                                           Kenneth I. Denos
                                           Chief Financial Officer

                                       31
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
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          SportsNuts, Inc. 2000 Stock Option Plan. (4)

21.1          Subsidiaries of the Registrant.  (5)

99.1          Certification by Chief Executive Officer and
              Chief Financial Officer, Kenneth I Denos, pursuant to Section
              302 of the Sarbanes-Oxley Act of 2002.

99.2          Certification by Chief Executive Officer and Chief Financial
              Officer, Kenneth I. Denos, pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.
</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 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.


                                       32