SECURITIES AND EXCHANGE COMMISSION

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

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2006

                                       OR

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

             For the transition period from ________ to ___________

                        Commission file number: 333-14477
                                                ---------

                                SPORTSNUTS, INC.
                 (Name of Small Business Issuer in Its Charter)

<TABLE>
<S>                                                                             <C>

                      Delaware                                                               87-0561426
------------------------------------------------------                          --------------------------------------
            (State or Other Jurisdiction                                                    (IRS Employer
          of Incorporation or Organization)                                              Identification No.)

     10757 South, River Front Parkway, Suite 125
                 South Jordan, Utah                                                             84095
------------------------------------------------------                          --------------------------------------
      (Address of Principal Executive Offices)                                               (Zip Code)



                                                      (801) 816-2510
                                               (Issuer's Telephone Number)

                        ----------------------------------------------------------------------
                  (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
</TABLE>




<PAGE>





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

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


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest  practicable date. As of September 30, 2006, the
Company had outstanding 121,674,854 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 Condensed Consolidated Financial Statements of the Company are prepared as
of September 30, 2006.

ITEM 1.  FINANCIAL STATEMENTS REQUIRED BY FORM 10-QSB





                                    CONTENTS

Condensed Consolidated Balance Sheets..........................................4

Condensed Consolidated Statements of Operations............................... 5

Condensed Consolidated Statements of Stockholders' Deficit.................... 6

Condensed Consolidated Statements of Cash Flows................................7

Notes to the Condensed Consolidated Financial Statements...................... 8
















                                       3
<PAGE>

                                SPORTSNUTS, INC.
                     Condensed Consolidated Balance Sheets

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>

                                                                  September 30,      December 31,
                                                                      2006              2005
                                                                -----------------  -----------------
                                                                  (Unaudited)
<S>                                                             <C>                <C>

CURRENT ASSETS

   Cash and cash equivalents                                       $      11,806      $     66,703
   Accounts receivable, net                                               34,331            57,583
   Advances due from related party                                         5,899            22,212
   Prepaid expenses                                                       12,339            10,618
                                                                -----------------  -----------------

        Total Current Assets                                              64,375           157,116
                                                                -----------------  -----------------

PROPERTY AND EQUIPMENT - NET                                               1,618            11,711
                                                                -----------------  -----------------

OTHER ASSETS

   Goodwill, net                                                          52,696            52,696
                                                                -----------------  -----------------

        Total Other Assets                                                52,696            52,696
                                                                -----------------  -----------------

        TOTAL ASSETS                                               $     118,689      $    221,523
                                                                =================  =================

                     LIABILITIES AND STOCKHOLDERS' DEFICIT
                     -------------------------------------

CURRENT LIABILITIES

   Accounts payable                                                $      37,091      $     71,445
   Due to related parties                                                159,254           153,711
   Accrued expenses                                                    1,712,897         1,508,294
   Line of credit payable                                                 15,372            28,771
   Noted payable, current portion                                        165,850           165,850
   Notes payable - related parties                                       707,190           704,190
                                                                -----------------  -----------------

        Total Current Liabilities                                      2,797,654         2,632,261
                                                                -----------------  -----------------

STOCKHOLDERS' DEFICIT

   Common stock, $0.002 par value; 200,000,000 shares
    authorized, 121,674,854 shares issued and outstanding,
    respectively                                                        243,350             243,350
   Additional paid-in capital                                        20,764,999          20,764,999
   Stock subscriptions receivable                                      (161,750)           (161,750)
   Accumulated deficit                                              (23,525,564)        (23,257,337)
                                                                 ----------------  -----------------

        Total Stockholders' Deficit                                  (2,678,965)         (2,410,738)
                                                                 ----------------  -----------------

        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                $    118,689       $     221,523
                                                                =================  =================
</TABLE>



                                       4
<PAGE>

                               SPORTSNUTS, INC.
                Condensed Consolidated Statements of Operations
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                For the Three Months                     For the Nine Months
                                                                 Ended September 30,                     Ended September 30,
                                                           ------------------------------------  -----------------------------------
                                                                 2006               2005                2006               2005
                                                           -----------------  -----------------  -----------------  ----------------
<S>                                                        <C>                <C>

NET SALES                                                     $     44,600       $     187,774     $    272,463       $     522,488

COST OF SALES                                                       29,245             126,169          226,054             353,212
                                                           -----------------  -----------------  -----------------  ----------------

GROSS MARGIN                                                        15,355              61,605           46,409             169,276
                                                           -----------------  -----------------  -----------------  ----------------

OPERATING EXPENSES

   Salaries and consulting                                          38,450              56,320          132,322             191,070
   Professional fees                                                 3,945               2,627           22,154              29,463
   Selling, general and administrative                              12,117              82,401           89,241             221,457
                                                           -----------------  -----------------  -----------------  ----------------

        Total Operating Expenses                                    54,512             141,348          243,717             441,990
                                                           -----------------  -----------------  -----------------  ----------------
LOSS FROM OPERATIONS                                               (39,157)            (79,743)        (197,308)           (272,714)
                                                           -----------------  -----------------  -----------------  ----------------

OTHER INCOME (EXPENSES)

   Interest expense                                                (49,585)            (34,734)        (117,947)           (102,309)
   Interest income                                                   1,455               1,405            4,284               4,082
   Gain on settlement of debt                                       20,032             306,160           20,032             325,668
   Other income                                                      1,030              25,105           22,712              70,640
                                                           -----------------  -----------------  -----------------  ----------------

        Total Other Income (Expenses)                              (27,068)            297,936          (70,919)            298,081
                                                           -----------------  -----------------  -----------------  ----------------

INCOME (LOSS) BEFORE INCOME TAXES                                  (66,225)            218,193         (268,227)             25,367

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

NET INCOME (LOSS)                                             $    (66,225)       $    218,193     $   (268,227)      $      25,367
                                                           =================  =================  =================  ================

BASIC AND DILUTED:
   Net income (loss) per common share                         $      (0.00)       $       0.00     $      (0.00)      $       0.00
                                                           =================  =================  =================  ================

Weighted average shares outstanding                            121,674,854         121,674,854       121,674,854        119,147,381
                                                           =================  =================  =================  ================
</TABLE>
                                       5
<PAGE>


                               SPORTSNUTS, INC.
           Condensed Consolidated Statements of Stockholders' Deficit


<TABLE>
<CAPTION>

                                               Common Stock             Additional       Stock                         Total
                                        ----------------------------     Paid-in     Subscriptions   Accumulated   Stockholders'
                                            Shares         Amount        Capital       Receivable       Deficit        Deficit
                                        -------------  -------------  -------------  -------------  -------------  -------------
<S>                                     <C>            <C>            <C>            <C>            <C>            <C>

Balance, December 31, 2004                111,674,854  $     223,350  $  20,656,267  $    (61,750)  $(23,578,674)  $ (2,760,807)

Stock options compensation expense                  -              -         28,732             -              -         28,732

Exercise of stock options                  10,000,000         20,000         80,000      (100,000)             -              -

Net income for year ended
December 31, 2005                                  -              -              -              -        321,337        321,337
                                        -------------  -------------  -------------  -------------  -------------  -------------

Balance, December 31, 2005                121,674,854  $     243,350  $  20,764,999  $   (161,750)  $(23,257,337)    (2,410,738)

Net loss for the nine months ended
September 30, 2006 (unaudited)                     -              -              -             -        (268,227)      (268,227)
                                        -------------  -------------  -------------  ------------  --------------  -------------

Balance, September 30, 2006 (unaudited)   121,674,854  $    243,350  $   20,764,999  $   (161,750) $ (23,525,564)    (2,678,965)
                                        =============  =============  =============  ============  ==============  =============
</TABLE>


















                                       6
<PAGE>

                                SPORTSNUTS, INC.
                Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)

 <TABLE>
<CAPTION>

                                                                      For the Nine Months Ended
                                                                            September 30,
                                                                ------------------------------------
                                                                      2006               2005
                                                                -----------------  -----------------
<S>                                                             <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)                                               $       (268,227)  $         25,367
Adjustments to reconcile net income (loss) to net
cash (used) by operating activities:
   Depreciation                                                           10,093             30,914
   Warrants/options issued below market value                                  -             12,785
   Gain on settlement of debt                                            (20,032)          (306,160)
Changes in operating assets and liabilities:
   Accounts receivable                                                    23,252             48,088
   Advances due from related party                                        16,313              3,064
   Other current assets                                                   (1,721)            (2,732)
   Accounts payable and accrued expenses                                 190,281            140,661
   Due to related parties                                                  5,543                  -
                                                                -----------------  -----------------

        Net Cash Used by Operating Activities                            (44,498)           (48,013)
                                                                -----------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:                                          -                  -
                                                                -----------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Payments on line of credit                                            (13,399)                 -
   Proceeds from notes payable - related parties                           3,000             46,500
                                                                -----------------  -----------------

        Net Cash Provided (Used) by Financing Activities        $        (10,399)  $         46,500
                                                                -----------------  -----------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                       $        (54,897)  $         (1,513)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                            66,703             14,105
                                                                -----------------  -----------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                        $         11,806   $         12,592
                                                                =================  =================

SUPPLEMENTAL CASH FLOW INFORMATION

   Cash payment for:

        Interest                                                $          5,386   $          4,289
        Income taxes                                            $              -   $              -

    Non-cash investing and financing activities:

    Common stock issued for stock subscriptions receivable      $              -   $        100,000
</TABLE>



                                       7
<PAGE>


                                SPORTSNUTS, INC.
            Notes to the Condensed Consolidated Financial Statements
                    September 30, 2006 and December 31, 2005


NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

          The accompanying unaudited consolidated financial statements have been
          prepared by the Company  pursuant to the rules and  regulations of the
          Securities and Exchange  Commission.  Certain information and footnote
          disclosures  normally  included in  financial  statements  prepared in
          accordance with U.S.  generally  accepted  accounting  principles have
          been   condensed  or  omitted  in  accordance   with  such  rules  and
          regulations.  The  information  furnished in the interim  consolidated
          financial statements include normal recurring adjustments and reflects
          all  adjustments,  which, in the opinion of management,  are necessary
          for  a  fair  presentation  of  such  financial  statements.  Although
          management  believes the  disclosures  and  information  presented are
          adequate to make the information not misleading,  it is suggested that
          these interim consolidated financial statements be read in conjunction
          with the  Company's  audited  financial  statements  and notes thereto
          included in its Form 10KSB filed on March 30, 2006.  Operating results
          for the nine  months  ended  September  30,  2006 are not  necessarily
          indicative of the results to be expected for the year ending  December
          31, 2006.

NOTE 2 - GOING CONCERN CONSIDERATIONS

          The accompanying condensed consolidated financial statements have been
          prepared using generally accepted accounting  principles applicable to
          a going  concern  which  contemplates  the  realization  of assets and
          liquidation  of  liabilities  in the  normal  course of  business.  As
          reported  in its  Annual  Report  on Form  10-KSB  for the year  ended
          December  31,  2005,  the Company  has  incurred  operating  losses of
          approximately  $23,300,000  from  inception  of  the  Company  through
          December 31, 2005.  The Company's  stockholders'  deficit at September
          30, 2006 was  $2,678,965  and its  current  liabilities  exceeded  its
          current assets by $2,733,279.  Additionally, the Company has sustained
          additional  operating  losses for the nine months ended  September 30,
          2006  of  approximately  $197,000.   These  factors  combined,   raise
          substantial  doubt about the Company's  ability to continue as a going
          concern.  Management's  plans to address and alleviate  these concerns
          are as follows:

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

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





                                       8
<PAGE>


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

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


OVERVIEW

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

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

     Beginning in February,  2004, the Company began selling  computer  hardware
through Secure Networks,  Inc., the Company's  wholly-owned  subsidiary ("Secure
Netwerks").  In an effort  to focus  exclusively  on the  sports  industry,  the
Company  announced its intention in late 2004 to spin-off Secure Netwerks to its
shareholders.  Management expects that such spin-off will take place within 2006
or early 2007.

     The  Company's  principal  sources  of  revenues  are (i)  online  services
targeted  to  sports  organizations  and  members,   (ii)  offline  promotional,
management, and sponsorship services provided in connection with community-based
sports events,  and (iii) sales of computer  hardware and software together with
related  services.  The  ability to generate  revenues  during the year 2006 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 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.

     Salaries and  consulting  expenses  include  salaries  and related  payroll
taxes, as well as outside  consulting and contract labor.  Professional fees are
comprised of outside legal,  accounting and other  professional  fees.  Selling,
general and administrative  expenses have been comprised of selling,  marketing,
and other advertising  expenses;  occupancy and office related expenses;  travel
and other miscellaneous administrative expenses.

     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

                                       9
<PAGE>


     Following  is  management's  discussion  of the  relevant  items  affecting
results of operations for the periods ended September 30, 2006 and 2005.

     REVENUES.  The Company  generated net revenues of $44,600  during the three
months ended  September  30,  2006,  a 76% decrease  compared to $187,774 in net
revenues  during the third quarter of 2005. For the nine months ended  September
30, 2006, net revenues were $272,463, a 48% decrease compared to $522,488 in net
revenues during the first nine months of 2005. The decrease is mainly the result
of 4 large sales of computer  hardware by Secure  Netwerks which were associated
with equipment leases during the first nine months of 2005.  These  transactions
contributed  approximately  $227,000 in revenues  during said  period.  Although
Secure  Netwerks  continues  to pursue  equipment  leases,  nothing  that  large
materialized   during  the  first  nine   months  of  2006.   Along  with  event
administration,  other sources of revenue were the sales of the Company's online
services,  information  technology  consulting,  and  computer  hardware  sales.
Because of the announced spin-off of Secure Netwerks,  the Company's sole source
of revenues  will be related to sports  events and  services  rendered  pursuant
thereto.  Accordingly,  following this spin-off,  the Company  anticipates  that
future overall consolidated  revenues will likely be substantially lower than in
prior periods.

     COST OF SALES.  Cost of sales for the three months ended September 30, 2006
were $29,245,  a 77% decrease  compared to $126,169  during the third quarter of
2005. For the nine months ended September 30, 2006, cost of sales were $226,054,
a 36% decrease  compared to $353,212  during the first nine months of 2005. This
decrease  correlates  to the decrease in revenues but the  percentage  change is
lower in cost of sales due to the  change in sales  mix.  Hardware  sales do not
yield  as  high  a  margin  as  other  products  offered  by the  Company,  thus
contributing to the increased percentage change in cost of sales. This change in
cost of sales  was  expected  by  management  and will  continue  as the sale of
hardware is  expected to  increase.  Other  costs of sales  consisted  of online
registration  services,  sales  commissions  paid in connection  with technology
consulting projects, and cost of computer hardware sold.

     SALARIES AND CONSULTING EXPENSES.  Salaries and consulting expenses for the
three months ended September 30, 2006 were $38,450,  a 32% decrease from $56,320
during the third quarter of 2005. For the nine months ended  September 30, 2006,
salaries and  consulting  expenses  were  $132,322,  a 31% decrease  compared to
$191,070  during the first nine months of 2005.  Management  continues to make a
concerted effort to decrease  certain costs  associated with personnel  salaries
and benefits and contract  labor.  Payroll expense  accounted for  approximately
$116,087 of salaries  and  consulting  expenses  during the first nine months of
2006, as compared to $165,239  during the same period in 2005.  The Company also
had expiring  warrants in 2005 which were issued below market value resulting in
an expense of $12,785.

     PROFESSIONAL  FEES.  Professional fees for the three months ended September
30, 2006 were $3,945,  a 50% increase  from $2,627  during the third  quarter of
2005.  For the nine months  ended  September  30, 2006,  professional  fees were
$22,154,  a 25%  decrease  compared  to $29,463  during the first nine months of
2005. This decrease was primarily attributable to legal fees incurred during the
second quarter of 2005 related to negotiations with various vendors. The Company
anticipates  that  professional  fees will increase as the Company  continues to
prepare for the spin-off of Secure  Netwerks.  This  contributed to the increase
during the third quarter of 2006.

     SELLING,  GENERAL  AND  ADMINISTRATIVE   EXPENSES.   Selling,  general  and
administrative  expenses the three months ended September 30, 2006 were $12,117,
an 85% decrease  from  $82,401  during the third  quarter of 2005.  For the nine
months ended September 30, 2006,  selling,  general and administrative  expenses
were $89,241,  a 60% decrease  compared to $221,457 during the first nine months
of 2005.  One of the largest  expense  categories in general and  administrative
expenses is rent and utilities  expense which went from $53,606 during the first
nine  months of 2005 to  $28,147  in 2006.  The  Company  anticipates  that rent
expense will  continue to decrease in 2006 due to the move into a new office and
the sharing of the rent and overhead  expenses with other entities.  The Company
believes that  significant  investments in product  development  are required to
remain  competitive.   Accordingly,  the  Company  expects  to  incur  increased
expenditures with respect to product development in future periods.

     OTHER INCOME  (EXPENSE).  The Company had net other  expense of $27,068 for
the three  months  ended  September  30, 2006  compared  to net other  income of
$297,936 for the third quarter of 2005. For

                                       10
<PAGE>


the nine months ended  September 30, 2006,  the Company had net other expense of
$70,919 compared to net other income of $298,081 during the first nine months of
2005. The income in this category was generated  principally  from the write-off
of certain  accounts  payable by  creditors  of the Company  resulting  in other
income of $20,032  during the nine months ended  September  30, 2006 compared to
$325,668  during  the same  period of the prior  year.  The  accounts  that were
written  off  were  greater  than or equal to 5 years  old with no  attempts  at
collection  from the vendors.  Our counsel has advised that it is  reasonable to
write these  accounts off.  Expenses  incurred in this  category were  comprised
primarily of interest  expenses  related to balances on Company credit cards and
short term loans.

LIQUIDITY AND CAPITAL RESOURCES

     As of  September  30,  2006,  the  Company's  primary  source of  liquidity
consisted of $11,806 in cash and cash equivalents. The Company holds most of its
cash reserves in local sweep accounts with local financial  institutions.  Since
inception,  the Company has financed its  operations  through a  combination  of
short and  long-term  loans,  and through the  private  placement  of its Common
Stock.

     The Company has sustained  significant net losses which have resulted in an
accumulated  deficit at  September  30,  2006 of  $23,525,564  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
nine months ended September 30, 2006 was $268,227. The Company anticipates a net
loss  for  the  year  ended  December  31,  2006  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 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.

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

                                       11
<PAGE>


historical  results. It is not possible to foresee or identify all such factors.
Consequently,  this list should not be considered an exhaustive statement of all
potential risks, uncertainties and inaccurate assumptions.

RISK FACTORS

     OPERATING RISKS

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

     DEPENDENCE ON KEY PERSONNEL.  The Company's success depends, in large part,
upon the talents and skills of its management and key personnel.  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.  There is no assurance
that the Company  would be able to find suitable  replacements  for its existing
management  personnel or technical  personnel or that such replacements could be
obtained for an amount affordable to the Company.

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

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

     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.

                                       12
<PAGE>


     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 2006, the Company has not pursued trademark  applications of its name and
brand.  Consequently,  other companies with names,  marks, or slogans similar to
SportsNuts  could seek to require that the Company obtain a license from them or
require the Company to change its name, either of which could entail substantial
costs.  Additionally,  if the Company were requried to change its name, it could
lose all goodwill  associated with the  "SportsNuts"  mark. In addition,  future
products  and  services  offered by the Company  may need to be  marketed  under
different  names if the mark  "SportsNuts"  causes  confusion with another trade
name being used by another  company.  The Company  could also incur  substantial
costs to defend  any legal  action  taken  against  the  Company  pursuant  to a
trademark or service mark dispute. If any legal action against the Company,  its
asserted  trademarks,  or  service  marks  should  be  found  to  infringe  upon
intellectual  property  rights of a third party,  the Company  could be enjoined
from further  infringement and could be required to pay damages.  In the event a
third party were to sustain a valid claim against the Company,  and in the event
a required  license were not available on  commercially  reasonable  terms,  the
Company's  financial  operations  and results of operations  could be materially
adversely  affected.  Litigation,  which could result in substantial cost to and
diversion  of  resources  of the  Company,  may  also be  necessary  to  enforce
intellectual  property  rights of the Company or to defend the  Company  against
claimed infringements of the rights of others.

     Investment Risks

     SUBSTANTIAL  DILUTION  FROM  CONVERSION  OF  LIABILITIES.  The  Company  is
currently seeking to convert most, if not all, of its liabilities into equity of
the  Company.  The amount of these  liabilities  is far in excess of the present
market  capitalization of the Company's Common Stock as traded on the Electronic
Bulletin  Board.  Consequently,  if the  Company  were to  convert  even a small
portion of these  liabilities into Common Stock, such conversion would result in
substantial dilution to existing shareholders.

     LIKELY CHANGE OF CONTROL.  Because the amount of liabilities of the Company
exceeds five times (5x) its present  market  capitalization,  the  conversion of
certain  these  liabilities  could  effect a change of control of the Company in
favor of  creditors  of the  Company  which could  include  Kenneth  Denos,  the
Company's  Chief  Executive  Officer,  who is owed as at  September  30, 2006 an
aggregate of $989,409 in loans,  interest,  unpaid salary,  and unpaid  expenses
undertaken on behalf of the Company.

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

     SECURITIES  CLASS ACTION  CLAIMS BASED UPON PRICE  FLUCTUATION.  Securities
class action  claims have been  brought  against  issuing  companies in the past
after volatility in the market price of a company's securities.  With respect to
the Company,  such  litigation  could be very costly and divert the attention of
the Company's  management and resources,  and any adverse  determination in such
litigation

                                       13
<PAGE>


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

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

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

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

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

     SECURITIES  ELIGIBLE FOR PUBLIC TRADING.  Of the 121,674,854  shares of the
Company's  Common Stock  outstanding  at September  30, 2005,  virtually all are
freely  tradeable or immediately  eligible for resale under Rule 144 promulgated
pursuant to the Securities Act of 1933, as amended. Sales of substantial amounts
of freely tradeable stock in the public market could adversely affect the market
price of the Common Stock.  The Company has also filed a registration  statement
with  respect to its 2000 Stock  Option  Plan,  the result of which could be the
sale of a significant  number of shares in the public market,  and consequently,
an adverse effect upon the public trading price of the Company's Common Stock.

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

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

                                       14
<PAGE>


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

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

ITEM 3.  CONTROLS AND PROCEDURES

     The  Company's  principal  executive and  financial  officer,  based on his
evaluation of the Company's  disclosure  controls and  procedures (as defined in
Rules  13a-14 (c) and 15d-14 (c) of the  Securities  Exchange Act of 1934) as of
September 30, 2005 has  concluded  that the  Company's  disclosure  controls and
procedures  are  adequate  and  effective  to ensure that  material  information
relating  to  the  Company  and  its  consolidated  subsidiaries  are  recorded,
processed,  summarized  and reported  within the time  periods  specified by the
SEC's  rules and forms,  particularly  during  the  period in which this  annual
report has been prepared.

     The Company's  principal executive and financial officer has concluded that
there were no significant changes in the Company's internal controls or in other
factors that could  significantly  affect these  controls for the quarter  ended
September 30, 2005,  the date of their most recent  evaluation of such controls,
and that there were no significant  deficiencies  or material  weaknesses in the
Company's internal controls.


                                     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

                                       15
<PAGE>


proceeds. As of May 1, 2000, the Company is in default with respect to the Note.
The Note and its accompanying  Security  Agreement have been filed as an exhibit
to the Company's 1999 annual report on form 10-KSB filed with the Securities and
Exchange Commission on March 30, 2000.

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

     Not Applicable.


ITEM 5. OTHER INFORMATION

     Not applicable.


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

     No reports on Form 8-K were filed during the quarter  ended  September  30,
2006.

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

INDEX TO EXHIBITS

<TABLE>
<CAPTION>

NUMBER                EXHIBITS
------`               --------
<S>                   <C>

3.1                   Amended and Restated Certificate of Incorporation of SportsNuts, Inc.(1)

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

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

10.2                  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.

                                       16
<PAGE>


                                   SIGNATURES

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

                                SPORTSNUTS, INC.

Date: November 10, 2006                 BY: /S/ Kenneth I Denos
      -----------------                     -------------------
                                            Kenneth I Denos
                                            Chief Financial Officer