**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 March 31, 2007
 
 OR
 
 **[   ]
        Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act
        of 1934**
 
 For
        the
        transition period from ________ to ___________
 
 Commission
        file number: 333-14477
 
 **SPORTSNUTS,
        INC.**
 (Name
        of
        Small Business Issuer in Its Charter)
 
 
 Delaware
              
              87-0561426(State
                  or Other Jurisdiction
                of
                  Incorporation or Organization)
              
              (IRS
                  Employer
                Identification
                  No.)10757
                  South, River Front Parkway, Suite 125South
                  Jordan, Utah
              
              84095(Address
                  of Principal Executive Offices)
              
              (Zip
                  Code)
 
 
 
 (801)
                  816-2510(Issuer’s
                  Telephone Number)(Former
                  Name, Former Address and Former Fiscal Year, if Changed Since Last
                  Report)
 
 
  
  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 [X]  No [   ]
 
 
 **APPLICABLE
        ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**
 
 **PROCEEDINGS
        DURING THE PRECEDING FIVE YEARS**
 
 Check
        whether the registrant has filed
        all documents and reports required to be filed by Sections 12, 13, or 15(d)
        of
        the Exchange Act of 1934 after the distribution of securities under a plan
        confirmed by a court. Yes [   ]   No
        [   ]
  **APPLICABLE
        ONLY TO CORPORATE ISSUERS**
 
 State
        the number of shares outstanding
        of each of the issuer’s classes of common equity, as of the latest practicable
        date.  As of March 31, 2007, 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
  **PART
        I**
 
 **FINANCIAL
        INFORMATION**
 
 The
        Condensed Consolidated Financial Statements of the Company are prepared as
        of
        March 31, 2007.
 
 **ITEM
                  1.**
              **FINANCIAL
                  STATEMENTS REQUIRED BY FORM
                  10-QSB**
 
 
 
 
 **CONTENTS**Consolidated
                  Balance Sheet
              4Consolidated
                  Statements of Operations  5
              5Consolidated
                  Statements of Cash Flows 6
              6Notes
                  to the Consolidated Financial Statements  7
              7
 
 
 
  3
  **SPORTSNUTS,
                                          INC. AND SUBSIDIARIES**Consolidated
                                          Balance Sheet(Unaudited)ASSETSMarch
                                          31,2007CURRENT
                                          ASSETSCash
                                          and cash equivalents
                                      
                                      $
                                      2,884Accounts
                                          receivable, net
                                      
                                      
                                      38,983Advances
                                          due from related party
                                      
                                      
                                      10,949Prepaid
                                          expenses
                                      
                                      
                                      7,412Total
                                          Current Assets
                                      
                                      
                                      60,228PROPERTY
                                          AND EQUIPMENT - NET
                                      
                                      
                                      773TOTAL
                                          ASSETS
                                      
                                      $
                                      61,001LIABILITIES
                                          AND STOCKHOLDERS' DEFICITCURRENT
                                          LIABILITIESAccounts
                                          payable
                                      
                                      $
                                      29,697Due
                                          to related parties
                                      
                                      
                                      160,123Accrued
                                          expenses
                                      
                                      
                                      1,736,349Line
                                          of credit payable
                                      
                                      
                                      23,605Notes
                                          payable
                                      
                                      
                                      55,850Notes
                                          payable - related parties
                                      
                                      
                                      718,297Total
                                          Current Liabilities
                                      
                                      
                                      2,723,921STOCKHOLDERS'
                                          DEFICITCommon
                                          stock, $0.002 par value; 200,000,000 sharesauthorized,
                                          121,674,854 shares issued and outstanding,respectively
                                      
                                      
                                      243,350Additional
                                          paid-in capital
                                      
                                      
                                      20,764,999Stock
                                          subscriptions receivable
                                      
                                      
                                      (161,750
                                      )Accumulated
                                          deficit
                                      
                                      
                                      (23,509,519
                                      )Total
                                          Stockholders' Deficit
                                      
                                      
                                      (2,662,920
                                      )TOTAL
                                          LIABILITIES AND STOCKHOLDERS' DEFICIT
                                      
                                      $
                                      61,001
  4
     **SPORTSNUTS,
                            INC. AND SUBSIDIARIES**Consolidated
                            Statements of Operations(Unaudited)For
                            the Three Months EndedMarch
                            31,2007
                        
                        
                        2006NET
                            SALES
                        
                        $
                        43,089
                        
                        
                        $
                        102,086COST
                            OF SALES
                        
                        
                        14,967
                        
                        
                        
                        78,021GROSS
                            MARGIN
                        
                        
                        28,122
                        
                        
                        
                        24,065OPERATING
                            EXPENSESSalaries
                            and consulting
                        
                        
                        42,261
                        
                        
                        
                        54,391Professional
                            fees
                        
                        
                        7,970
                        
                        
                        
                        14,144Selling,
                            general and administrative
                        
                        
                        14,560
                        
                        
                        
                        58,358Total
                            Operating Expenses
                        
                        
                        64,791
                        
                        
                        
                        126,893LOSS
                            FROM OPERATIONS
                        
                        
                        (36,669
                        )
                        
                        
                        (102,828
                        )OTHER
                            INCOME (EXPENSES)Interest
                            expense
                        
                        
                        (33,373
                        )
                        
                        
                        (33,319
                        )Interest
                            income
                        
                        
                        129
                        
                        
                        
                        1,294Gain
                            on settlement of debt
                        
                        
                        8,108
                        
                        
                        
                        -Other
                            income
                        
                        
                        330
                        
                        
                        
                        17,545Total
                            Other Income (Expenses)
                        
                        
                        (24,806
                        )
                        
                        
                        (14,480
                        )LOSS
                            BEFORE INCOME TAXES
                        
                        
                        (61,475
                        )
                        
                        
                        (117,308
                        )INCOME
                            TAX EXPENSE
                        
                        
                        -
                        
                        
                        
                        -NET
                            LOSS
                        
                        $
                        (61,475
                        )
                        
                        $
                        (117,308
                        )BASIC
                            AND DILUTED:Net
                            loss per common share
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )Weighted
                            average shares outstanding
                        
                        
                        121,674,854
                        
                        
                        
                        121,674,854
  5
   **SPORTSNUTS,
                      INC. AND SUBSIDIARIES**Consolidated
                      Statements of Cash Flows(Unaudited)For
                      the Three Months EndedMarch
                      31,2007
                  
                  
                  2006CASH
                      FLOWS FROM OPERATING ACTIVITIES:Net
                      loss
                  
                  $
                  (61,475
                  )
                  
                  $
                  (117,308
                  )Adjustments
                      to reconcile net loss to netcash
                      used by operating activities:Depreciation
                  
                  
                  365
                  
                  
                  
                  8,689Gain
                      on settlement of debt
                  
                  
                  (8,108
                  )
                  
                  
                  -Changes
                      in operating assets and liabilities:Accounts
                      receivable
                  
                  
                  (1,026
                  )
                  
                  
                  (12,778
                  )Advances
                      due from related party
                  
                  
                  (4,000
                  )
                  
                  
                  (8,544
                  )Other
                      current assets
                  
                  
                  (2,385
                  )
                  
                  
                  (768
                  )Accounts
                      payable and accrued expenses
                  
                  
                  58,672
                  
                  
                  
                  65,851Due
                      to related parties
                  
                  
                  -
                  
                  
                  
                  4,173Net
                      Cash Used by Operating Activities
                  
                  
                  (17,957
                  )
                  
                  
                  (60,685
                  )CASH
                      FLOWS FROM INVESTING ACTIVITIES:
                  
                  
                  -
                  
                  
                  
                  -CASH
                      FLOWS FROM FINANCING ACTIVITIES:Change
                      in line of credit payable
                  
                  
                  4,892
                  
                  
                  
                  3,096Payments
                      on notes payable - related parties
                  
                  
                  -
                  
                  
                  
                  (2,000
                  )Proceeds
                      from notes payable - related parties
                  
                  
                  2,615
                  
                  
                  
                  -Net
                      Cash Provided by Financing Activities
                  
                  $
                  7,507
                  
                  
                  $
                  1,096NET
                      DECREASE IN CASH AND CASH EQUIVALENTS
                  
                  $
                  (10,450
                  )
                  
                  $
                  (59,589
                  )CASH
                      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                  
                  
                  13,334
                  
                  
                  
                  66,703CASH
                      AND CASH EQUIVALENTS, END OF PERIOD
                  
                  $
                  2,884
                  
                  
                  $
                  7,114SUPPLEMENTAL
                      CASH FLOW INFORMATIONCash
                      Payments For:Interest
                  
                  $
                  1,674
                  
                  
                  $
                  2,385Income
                      taxes
                  
                  $
                  -
                  
                  
                  $
                  -
  6
    **SPORTSNUTS,
        INC. AND SUBSIDIARIES**
 Notes
        to
        the Consolidated Financial Statements
 March
        31,
        2007
 
 
 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,
                  2007.  Operating results for the three months ended March 31,
                  2007 are not necessarily indicative of the results to be expected
                  for the
                  year ending December 31, 2007.
 
 NOTE 2
                  -
              GOING
                  CONCERN CONSIDERATIONS
 
 The
        accompanying consolidated financial statements have been prepared using
        generally accepted accounting principles applicable to a going concern which
        contemplates the realization of assets and liquidation of liabilities in
        the
        normal course of business.  As reported in its Annual Report on Form
        10-KSB for the year ended December 31, 2006, the Company has an accumulated
        deficit of approximately $23,448,000 from inception of the Company through
        December 31, 2006.  The Company’s stockholders’ deficit at March 31,
        2007 was $2,662,920.  These factors combined, raise substantial doubt
        about the Company’s ability to continue as a going
        concern.  Management’s plans to address and alleviate these concerns
        are as follows:
 
 The
        Company’s management continues to develop a strategy of exploring all options
        available to it so that it can develop successful operations and have sufficient
        funds, therefore, as to be able to operate over the next twelve
        months.  The Company is attempting to improve these conditions by way
        of financial assistance through issuances of additional equity and by generating
        revenues through sales of products and services.  No assurance can be
        given that funds will be available, or, if available, that it will be on
        terms
        deemed satisfactory to management.
 
 The
        ability of the Company to continue as a going concern is dependent upon its
        ability to successfully accomplish the plans described in the preceding
        paragraph and eventually attain profitable operations.  The
        accompanying condensed consolidated financial statements do not include any
        adjustments relating to the recoverability and classification of asset carrying
        amounts or the amount and classification of liabilities that might result
        from
        the outcome of these uncertainties.
 
 NOTE 3
                  -
              SPIN
                  OFF OF SUBSIDIARY
 
 Effective
        March 1, 2007, the Company spun-off its wholly owned subsidiary, Secure
        Netwerks, by issuing shares on a pro rata basis to its
        shareholders.  Following the spin-off, Secure Netwerks became an
        independent company.
  7
  **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,
        Inc. (sometimes referred to
        hereinafter as the “Company”) is a sports management and marketing company, with
        a focus on community-based amateur athletics.  Incorporated in
        Delaware on July 12, 1996, the Company helps organize and manage certain
        community sports events, providing online registration, merchandise sales,
        event
        sponsorship, and event coordination.
 
 Until
        March 1, 2007, the Company
        offered computer hardware sales and related services through Secure Netwerks,
        Inc., its wholly-owned subsidiary.  On that date, the Company spun-off
        the shares of Secure Netwerks on a pro-rata basis to its shareholders such
        that
        Secure Netwerks became an independent company.  Following the
        spin-off, due to the substantially decreased level of revenues and operations
        of
        the Company, SportsNuts, became a “shell company” as defined in 12b-2 of the
        Securities Exchange Act of 1934.
 
 During
        the first quarter of 2007 the
        Company’s principal sources of revenues were (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 spin-off of Secure Netwerks on March 1, 2007 eliminated
        all future revenues associated with computer hardware and software
        sales.  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 during the first quarter of 2007 were 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.  Due to the spin-off of Secure
        Networks, computer equipment costs related to the resale thereof will no
        longer
        comprise a component of the Company’s cost of goods sold.  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 and online registration and administration.
 
 General
        and administrative expenses
        have been comprised of administrative wages and benefits; occupancy and office
        expenses; outside legal, accounting and other professional fees; travel and
        other miscellaneous office and administrative expenses.  Selling and
        marketing expenses include selling/marketing wages and benefits; advertising
        and
        promotional expenses; travel and other miscellaneous related
        expenses.  R&D expenses consist mainly development expenses
        related to creating new technology applications.
 
 Because
        the company has incurred
        losses, income tax expenses are immaterial.  No tax benefits
        have
  8
  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
        March
        31, 2007 and 2006.
 
 **Revenues.**  The
        Company generated net revenues of $43,089 during the three months ended March
        31, 2007, a 58% decrease compared to $102,086 in net revenues during the
        first
        quarter of 2006.  The decrease is mainly the result of two large sales
        of computer hardware which were associated with equipment leases during the
        first three months of 2006.  These transactions contributed
        approximately $30,500 during 2006.  Furthermore, due to the spin-off
        of Secure Netwerks on February 28, 2007, the Company lost revenues for the
        month
        of March, which in comparison were approximately $20,400 in March 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 spin-off of Secure
        Netwerks, the Company’s sole source of revenues will be related to sports events
        and services rendered pursuant thereto.  Accordingly, the Company
        anticipates that future overall consolidated revenues will likely be
        substantially lower than in prior periods.
 
 **Cost
        of
        Sales.**Cost of sales for the three months ended March 31,
        2007 were $14,967, an 81% decrease from $78,021 during the first quarter
        of
        2006.The principal
        reason for this decrease is the result of declining sales and related decreased
        need to purchase products.  Sales of computer hardware during
        the three months ended March 31, 2007 were $27,997 compared to $81,494 during
        the same period in the prior year.  The Company sold less hardware
        and
        software but provided more in services as compared to the quarter ended March
        31, 2006.  The result was a lower cost of sales percentage due to the
        sales mix.  As the company provides more services, cost of sales will
        decrease as the margins on services is much better than margins on hardware
        sales.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 March 31, 2007 were $42,261, a 22% decrease from $54,391 during
        the
        first quarter of 2006.  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
        $40,300 of salaries and consulting expenses during 2007, as compared to $45,900
        during 2006.
 
 **Professional
        Fees.**  Professional fees for the three months ended March 31,
        2007 were $7,970, a 44% decrease from $14,144 during the first quarter of
        2006.  This decrease was primarily attributable to accounting and
        audit fees related to the spin-off of Secure Netwerks.  The Company
        anticipates that professional fees will decrease as the Company operates
        without
        Secure Netwerks as its subsidiary.
 
 **Selling,
        General and
        Administrative Expenses.**Selling, general and administrative
        expenses were $14,560 for the three months ended March 31, 2007, as compared
        to
        $58,358 during the first quarter of 2006, a decrease of 75%.  One of
        the largest expense categories in general and administrative expenses is
        rent
        and utilities expense which went from $19,864 in 2006 to $3,530 in
        2007.  Where appropriate, the Company capitalizes certain systems
        development costs in accordance with generally accepted accounting
        principles.   The Company believes that significant investments
        in product development are required to remain
        competitive.  Accordingly, the Company expects to incur increased
        expenditures with respect to product development in future periods.
 
 **Other
        Income
        (Expense)**.  The Company had net other expense of $24,806 for
        the three months ended March 31, 2007 compared to $14,480 during the first
        quarter of 2006.  During the quarter ended
  9
  March
        31,
        2006, the Company recorded $17,500 in office rental income which offset the
        other expenses in this category.  As the Company moved its offices in
        April 2006, this income was not applicable during the first quarter of
        2007.  Other expenses incurred were comprised primarily of interest
        expenses related to balances on Company credit cards and short term
        loans.
 
 **Liquidity
        and Capital Resources**
 
 As
        of March 31, 2007, the Company’s
        primary source of liquidity consisted of $2,884 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 March 31, 2007
        of
        $23,509,519 and is currently experiencing a substantial shortfall in operating
        capital which raises doubt about the Company’s ability to continue as a going
        concern.  The Company anticipates a net loss for the year ended
        December 31, 2007 and with the expected cash requirements for the coming
        months,
        without additional cash inflows from an increase in revenues combined with
        continued cost-cutting or a receipt of cash from capital investment, there
        is
        substantial doubt as to the Company’s ability to continue
        operations.
 
 There
        is presently no agreement in
        place with any source of financing for the Company and there can be no assurance
        that the Company will be able to raise any additional funds, or that such
        funds
        will be available on acceptable terms.  Funds raised through future
        equity financing will likely be substantially dilutive to current
        shareholders.  Lack of additional funds will materially affect the
        Company and its business, and may cause the Company to cease
        operations.  Consequently, shareholders could incur a loss of their
        entire investment in the Company.
 
 **FORWARD
        LOOKING STATEMENTS AND
        RISK FACTORS**
 
 **Forward
        Looking Statements**
 
 When
        used in this report, the words,
“believes,” “plans,” “expects,” and similar expressions are intended to identify
        forward-looking statements within the meaning of Section 27A of the Securities
        Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities
        Exchange Act of 1934, as amended (the “Exchange Act”).  Such
        statements are subject to certain risks and uncertainties, including those
        discussed below, that could cause actual results to differ materially from
        those
        projected.  These forward-looking statements speak only as of the date
        hereof.  All of these forward-looking statements are based on
        estimates and assumptions made by management of the Company, which although
        believed to be reasonable, are inherently uncertain and difficult to
        predict.  There can be no assurance that the benefits anticipated in
        these forward-looking statements will be achieved.
 
 The
        Company undertakes no obligation to
        update any forward-looking statements, but investors are advised to consult
        any
        further disclosures by the Company on this subject in its subsequent filings
        pursuant to the Securities Exchange Act of 1934.  Furthermore, as
        permitted by the Private Securities Litigation Reform Act of 1995, the Company
        provides these cautionary statements identifying risk factors, listed below,
        that could cause the Company’s actual results to differ materially from expected
        and historical results.  It is not possible to foresee or identify all
        such factors.  Consequently, this list should not be considered an
        exhaustive statement of all potential risks, uncertainties and inaccurate
        assumptions.
 
 **RISK
        FACTORS**
  10
  **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.  There is no
        assurance that the Company will ever become profitable.
 
 **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,
        water (principally from overhead sprinkler systems that may be triggered
        by fire
        or excessive heat within the building in which the Company and other co-tenants
        operate), 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.
 
 **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 Company’s
        internet properties and internet properties of the Company’s clients, 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.
 
 **No
        Proprietary Protection for
        Technology.**  The Company’s online registration
        system,
  11
  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 financial
        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**
 
 **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.
 
 **Likely
        Change of
        Control.**During 2007, it is likely that the Company may
        offer certain of its creditors the right to convert their debts into common
        stock of the Company based upon the current trading price of the Company’s
        Common Stock.  The conversion of even a portion of these debts will
        result in a change of control in favor of such creditors.  Such
        creditors will likely also include Kenneth Denos, the Company’s Chief Executive
        Officer.
 
 **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.
  12
  **No
        Active
        Market.**  Although the Company’s shares are traded on the NASD
        Electronic Bulletin Board, the Company believes that the public trading price
        may be an inaccurate representation of the value of the Company because there
        is
        little or no trading volume in the Company’s shares and no analysts or NASD
        market makers actively follow the Company.
 
 **No
        Dividends.**  The Company does not anticipate paying dividends
        on its Common Stock  in the foreseeable future, and may be restricted
        from paying dividends in the future pursuant to subsequent financing
        arrangements.
 
 **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.**  All of the Company’s outstanding shares are either
        freely tradeable or immediately eligible for resale under Rule 144 promulgated
        pursuant to the Securities Act of 1933, as amended.  Sales of
        substantial amounts of freely tradeable stock in the public market could
        adversely affect the market price of the Common Stock.  The Company
        has also filed a registration statement with respect to its 2000 Stock Option
        Plan, the result of which could be the sale of a significant number of shares
        in
        the public market, and consequently, an adverse effect upon the public trading
        price of the Company’s Common Stock.
 
 **Private
        Liability of
        Management.**  The Company has adopted provisions in its
        Certificate of Incorporation which limit the liability of its officers and
        directors and provisions in its bylaws which provide for indemnification
        by the
        Company of its officers and directors to the fullest extent permitted by
        Delaware corporate law.  The Company’s Certificate of Incorporation
        generally provides that its directors shall have no personal liability to
        the
        Company or its stockholders for monetary damages for breaches of their fiduciary
        duties as directors, except for breaches of their duties of loyalty, acts
        or
        omissions not in good faith or which involve intentional misconduct or knowing
        violation of law, acts involving unlawful payment of dividends or unlawful
        stock
        purchases or redemptions, or any transaction from which a director derives
        an
        improper personal benefit.  Such provisions substantially limit the
        shareholders’ ability to hold directors liable for breaches of fiduciary
        duty.
 
 **Potential
        Issuance of
        Additional Common and Preferred Stock.**  The Company is
        authorized to issue up to 200,000,000 shares of Common Stock.  To the
        extent of such authorization, the Board of Directors of the Company will
        have
        the ability, without seeking shareholder approval, to issue additional shares
        of
        common stock in the future for such consideration as the Board of Directors
        may
        consider sufficient.  The issuance of additional Common Stock in the
        future may reduce the proportionate ownership and voting power of existing
        shareholders.  The Company is also authorized to issue up to
        20,000,000 shares of preferred stock, the rights and preferences of which
        may be
        designated in series by the Board of Directors.  To the extent of such
        authorization, such designations may be made without shareholder
        approval.  The designation and issuance of series of preferred stock
        in the future would create additional securities which would have dividend
        and
        liquidation preferences over common stock.
 
 **Volatility
        of Stock
        Prices.**In the event that there is an established public
        market for the Company’s Common Stock, market prices will be influenced by many
        factors and will be more subject to significant fluctuations in response
        to
        variations in operating results of the Company and other factors such as
        investor perceptions of the Company, supply and demand, interest rates, general
        economic conditions and those specific to the industry, developments with
        regard
        to the Company’s activities, future financial condition and
        management.
 
 **Applicability
        of Low Priced
        Stock Risk Disclosure Requirements.**  The Common Stock of
        the
  13
  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
        March 31, 2007, 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.**
              **UNREGISTERED
                  SALES OF EQUITY SECURITIES AND USE OF
                  PROCEEDS**
 
 None.
 
 
 **ITEM
                  3.**
              **DEFAULTS
                  UPON SENIOR SECURITIES**
 
 Effective
        February 1, 2000, the
        Company sold and issued a promissory note secured by certain tangible and
        intangible assets of the Company (“Note”) in exchange for $450,000 in cash
        proceeds.  As of May 1, 2000, the Company is in default with respect
        to the Note.  The Note and its accompanying Security Agreement have
        been filed as an exhibit to the Company’s 1999 annual report on form 10-KSB
        filed with the Securities and Exchange Commission on March 30,
        2000.
  14
  **ITEM
                  4.**
              **SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY
                  HOLDERS**
 Not
        Applicable.
 
 
 **ITEM
                  5.**
              **OTHER
                  INFORMATION**
 
 Not
        applicable.
 
 
 **ITEM
                  6.**
              **EXHIBITS:**
 
 The
                  following documents are filed as exhibits to this Form
                  10-QSB:
 
 **INDEX
        TO EXHIBITS**
 
 **Number**
              
              **Exhibits**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.
 
 
 (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.
 
 
 
  15
  **SIGNATURES**
 
 Pursuant
        to the requirements of the
        Securities Exchange Act of 1934, the registrant has duly caused this report
        to
        be signed on its behalf by the undersigned thereunto duly
        authorized.
 
 SPORTSNUTS,
                  INC.
 
 Date:
        May 15,
        2007___________________                                                                                                                    BY:
/S/ Kenneth I Denos_____________________
 Kenneth
        I Denos
 Chief
                  Financial Officer
 
 
  16