SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C.  20549


______________________


Amendment
No. 2


to


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, 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 September 30, 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





AMENDMENT
NO. 2 EXPLANATION





This amendment to the Company’s Form
10-QSB for the quarter ended September 30, 2006 amends the certifications
pursuant to Sections 906 and 302 of the Sarbanes-Oxley Act of
2002.  Changes have been made to the statements of operations in the
financial statements of SportsNuts, Inc., herein.



























































2


PART
I





FINANCIAL
INFORMATION





The
Condensed Consolidated Financial Statements of the Company are prepared as of
September 30, 2007.





ITEM
      1.
            FINANCIAL
      STATEMENTS REQUIRED BY FORM 10-QSB











CONTENTSBalance
      Sheet  4
            4Statements
      of Operations  5
            5Statements
      of Cash Flows 6
            6Notes
      to the Financial Statements  7
            7




















3





SPORTSNUTS,
      INC. AND SUBSIDIARIESConsolidated
      Balance Sheet(Unaudited)ASSETSSeptember
      30,2007CURRENT
      ASSETSCash
      and cash equivalents
            
            $
            5,092Accounts
      receivable, net
            
            
            41,316Advances
      due from related party
            
            
            16,738Prepaid
      expenses
            
            
            7,413Total
      Current Assets
            
            
            70,559PROPERTY
      AND EQUIPMENT - NET
            
            
            354TOTAL
      ASSETS
            
            $
            70,913LIABILITIES AND
      STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable
            
            $
            28,830Due
      to related parties
            
            
            165,723Accrued
      expenses
            
            
            1,859,616Line
      of credit payable
            
            
            31,342Notes
      payable
            
            
            55,850Notes
      payable - related parties
            
            
            720,797Total
      Current Liabilities
            
            
            2,862,158STOCKHOLDERS'
      DEFICITCommon
      stock, $0.002 par value; 200,000,000 sharesauthorized,
      121,674,854 shares issued and outstanding
            
            
            243,350Additional
      paid-in capital
            
            
            20,764,999Stock
      subscriptions receivable
            
            
            (161,750
            )Accumulated
      deficit
            
            
            (23,637,844
            )Total
      Stockholders' Deficit
            
            
            (2,791,245
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            70,913





4


SPORTSNUTS,
      INC. AND SUBSIDIARIESConsolidated
      Statements of Operations(Unaudited)For
      the Three Months Ended
              
              
              For
      the Nine Months EndedSeptember
      30,
              
              
              September
      30,2007
              
              
              2006
              
              
              2007
              
              
              2006NET
      SALES
              
              $
              9,040
              
              
              $
              44,600
              
              
              $
              13,075
              
              
              $
              19,373COST
      OF SALES
              
              
              2,866
              
              
              
              29,245
              
              
              
              4,806
              
              
              
              6,587GROSS
      MARGIN
              
              
              6,174
              
              
              
              15,355
              
              
              
              8,269
              
              
              
              12,786OPERATING
      EXPENSESSalaries
      and consulting
              
              
              33,982
              
              
              
              38,450
              
              
              
              98,572
              
              
              
              104,668Professional
      fees
              
              
              750
              
              
              
              3,945
              
              
              
              7,095
              
              
              
              7,424Selling,
      general and administrative
              
              
              1,861
              
              
              
              12,117
              
              
              
              10,599
              
              
              
              51,713Gain
      on settlement of debt
              
              
              -
              
              
              
              (20,032
              )
              
              
              -
              
              
              
              (20,032
              )Total
      Operating Expenses
              
              
              36,593
              
              
              
              34,480
              
              
              
              116,266
              
              
              
              143,773LOSS
      FROM OPERATIONS
              
              
              (30,419
              )
              
              
              (19,125
              )
              
              
              (107,997
              )
              
              
              (130,987
              )OTHER
      INCOME (EXPENSES)Interest
      expense
              
              
              (31,034
              )
              
              
              (49,585
              )
              
              
              (89,503
              )
              
              
              (100,942
              )Interest
      income
              
              
              5
              
              
              
              1,455
              
              
              
              12
              
              
              
              12Other
      income
              
              
              330
              
              
              
              1,030
              
              
              
              997
              
              
              
              22,712Total
      Other Income (Expenses)
              
              
              (30,699
              )
              
              
              (47,100
              )
              
              
              (88,494
              )
              
              
              (78,218
              )LOSS
      BEFORE INCOME TAXES
              
              
              (61,118
              )
              
              
              (66,225
              )
              
              
              (196,491
              )
              
              
              (209,205
              )INCOME
      TAX EXPENSE
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -LOSS
      FROM CONTINUING OPERATIONS
              
              
              (61,118
              )
              
              
              (66,225
              )
              
              
              (196,491
              )
              
              
              (209,205
              )DISCONTINUED
      OPERATIONSIncome
      (Loss) from subsidiarydiscontinued
      due to spin off
              
              
              -
              
              
              
              -
              
              
              
              6,691
              
              
              
              (59,022
              )NET
      LOSS
              
              $
              (61,118
              )
              
              $
              (66,225
              )
              
              $
              (189,800
              )
              
              $
              (268,227
              )BASIC
      AND DILUTED:Net
      loss per common share fromcontinuing
      operations
              
              
              (0.00
              )
              
              
              (0.00
              )
              
              
              (0.00
              )
              
              
              (0.00
              )Net
      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
              
              
              
              121,674,854
  5
    SPORTSNUTS,
      INC. AND SUBSIDIARIESConsolidated
      Statements of Cash Flows(Unaudited)For
      the Nine Months EndedSeptember
      30,2007
                
                
                2006CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (189,800
                )
                
                $
                (268,227
                )Adjustments
      to reconcile net loss to netcash
      used by operating activities:Depreciation
                
                
                784
                
                
                
                10,093Gain
      on settlement of debt
                
                
                (8,108
                )
                
                
                (20,032
                )Changes
      in operating assets and liabilities:Accounts
      receivable
                
                
                (3,359
                )
                
                
                23,252Advances
      due from related party
                
                
                (9,789
                )
                
                
                16,313Other
      current assets
                
                
                (2,386
                )
                
                
                (1,721
                )Accounts
      payable and accrued expenses
                
                
                181,072
                
                
                
                190,281Due
      to related parties
                
                
                5,600
                
                
                
                5,543Net
      Cash Used by Operating Activities
                
                
                (25,986
                )
                
                
                (44,498
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:
                
                
                -
                
                
                
                -CASH
      FLOWS FROM FINANCING ACTIVITIES:Change
      in line of credit payable
                
                
                12,629
                
                
                
                (13,399
                )Proceeds
      from notes payable - related parties
                
                
                5,115
                
                
                
                3,000Net
      Cash Provided (Used) by Financing Activities
                
                $
                17,744
                
                
                $
                (10,399
                )NET
      DECREASE IN CASH AND CASH EQUIVALENTS
                
                $
                (8,242
                )
                
                $
                (54,897
                )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                
                
                13,334
                
                
                
                66,703CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                
                $
                5,092
                
                
                $
                11,806SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      Payments For:Interest
                
                $
                4,574
                
                
                $
                5,386Income
      taxes
                
                $
                -
                
                
                $
                -
  6


SPORTSNUTS,
INC. AND SUBSIDIARIES


Notes to
the Consolidated Financial Statements


September
30, 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 includes normal recurring adjustments and
reflects all adjustments, which, in the opinion of management, are necessary for
a fair presentation of such financial statements.  Although management
believes the disclosures and information presented are adequate to make the
information not misleading, it is suggested that these interim consolidated
financial statements be read in conjunction with the Company’s audited financial
statements and notes thereto included in its Form 10KSB filed on March 30,
2007.  Operating results for the nine months ended September 30, 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 September
30, 2007 was $2,791,245 and had working capital deficit, continued losses, and
negative cash flows from operations.  These factors combined, raise
substantial doubt about the Company’s ability to continue as a going
concern.  Management’s plans to address and alleviate these concerns
are as follows:





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





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





NOTE
      3 -
            SPIN
      OFF OF SUBSIDIARY





Effective
March 1, 2007, the Company spun-off its wholly owned subsidiary, Secure
Netwerks, by distributing its 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 is a sports management and
marketing company, with a focus on community-based amateur
athletics.  The Company helps organize and manage various small sports
events, providing online registration, event sponsorship, and event
coordination.





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





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





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





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





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





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





8


Results
of Operations





Following is management’s discussion of
the relevant items affecting results of operations for the periods ended
September 30, 2007 and 2006. Also discussed is the spin-off of Secure Netwerks
which was effective March 1, 2007, and how the spin-off affected the financial
statement categories.





Revenues.  The
Company generated net revenues of $9,040 during the three months ended September
30, 2007, a 80% decrease compared to $44,600 in net revenues during the third
quarter of 2006.  For the nine months ended September 30, 2007, net
revenues were $13,075, an 33% decrease compared to $19,373 in net revenues
during the first nine months of 2006.  The decrease is mainly the
result of the spin-off of Secure Netwerks.  During the nine months
ended September 30, 2007, Secure Networks contributed $42,543 in net revenues
compared to $220,429 during the first nine months of 2006.  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 such as event
administration and the sales of the Company’s online services.  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, 2007 were $2,866, a 90%
decrease compared to $29,245 during the third quarter of 2006.For the nine months ended
September 30, 2007, cost of sales were $4,806, a 27% decrease compared to $6,587
during the first nine months of 2006.  This decrease correlates to the
decrease in revenues and is also attributed to the spin-off of Secure
Netwerks.  The cost of sales for Secure Netwerks was $24,967 for the
nine months ended September 30, 2007 compared to $195,799 during the first nine
months of 2006.  In the future, costs of sales will consist of online
registration services, sales commissions paid in connection with sports events
and other event administration costs.





Salaries and Consulting
Expenses.  Salaries and consulting expenses for the three
months ended September 30, 2007 were $33,982, a 12% decrease from $38,450 during
the third quarter of 2006.  For the nine months ended September 30,
2007, salaries and consulting expenses were $98,572, a 6% decrease compared to
$104,668 during the first nine months 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 $94,000 of salaries and consulting expenses during
the first nine months of 2007, as compared to $101,120 during the same period in
2006.  The Company anticipates salaries and consulting expenses to
decrease in the future due to the spin-off of Secure Netwerks.





Professional
Fees.  Professional fees for the three months ended September
30, 2007 were $750, an 81% decrease from $3,945 during the third quarter of
2006.  For the nine
months ended September 30, 2007, professional fees were $7,095, a 4% decrease
compared to $7,424 during the first nine months of 2006.This
decrease was primarily attributable to the completion of the spin-off of Secure
Netwerks in the first quarter of 2007.  The Company anticipates that
professional fees will decrease as the Company goes into “shell”
status.





Selling, General and Administrative
Expenses.Selling, general and administrative expenses for the
three months ended September 30, 2007 were $1,861, an 85% decrease from $12,117
during the third quarter of 2006.  For the nine months ended September 30,
2007, selling, general and administrative expenses were $10,599, an 80% decrease
compared to $51,713 during the first nine months of 2006.  The
spin-off of Secure Netwerks caused a decrease of $26,535 when comparing the
first nine months of 2007 to 2006.One of the largest expense
categories in general and administrative expenses is rent and utilities expense
which went from $22,540 during the first nine months of 2006 to $4,225 in
2007.  The Company anticipates that rent expense will continue to
decrease due to the move into a new office and the sharing of the rent and
overhead expenses with other entities.  Where appropriate, the Company
capitalizes certain systems development costs in accordance with generally
accepted accounting principles.





Gain on Settlement of
Debt.  The Company had a gain on the settlement of debt in the
amount of $8,108 for the nine months ended September 30, 2007 compared to
$20,032 during the first nine months of 2006.  This gain was generated
from the write off of certain old debts of the Company.





Other Income
(Expense).  The Company had net other expenses of $88,494 for
the nine months ended September 30, 2007 compared to net other expenses of
$78,218 during the first nine months of


9


2006.  Other
expenses incurred were comprised primarily of interest expenses related to
balances on Company credit cards and short term loans.





Discontinued
Operations.The Company has recorded the spin-off of Secure
Netwerks as discontinued operations.  For the nine months ended
September 30, 2007, the income from the discontinued operations was $6,691
compared to a loss of $59,022 for the first nine months of 2006.





Liquidity
and Capital Resources





As of September 30, 2007, the Company’s
primary source of liquidity consisted of $5,092 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, 2007
of $2,791,245 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





Operating Risks


10





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





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





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





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





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





Uncertain Protection of Trade Names
and Related Intangible Assets.  The Company has registered the
Internet domain names, “www.sportsnuts.com,” and
“www.sportsnuts.net.”    Given the lack of resources
available to the Company during 2004, the Company has not pursued trademark
applications of its name and brand.  Consequently, other companies
with names, marks, or slogans similar to SportsNuts could seek to require that
the Company obtain a license from them or require the Company to change its
name, either of which could entail substantial costs.  Additionally,
if the Company were


11


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.





LikelyChange of
Control.  Because the amount of liabilities of the Company
exceeds its present market capitalization, the conversion of certain of these
liabilities could effect a change of control of the Company in favor of
creditors of the Company which could include Kenneth Denos, the Company’s former
Chief Executive Officer, who is owed as at September 30, 2007 an aggregate of
$943,956 in loans, 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 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


12


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, 2006, 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.





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





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


13


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, 2007
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, 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.
            CHANGES
      IN SECURITIES





None.








ITEM
      3.
            DEFAULTS
      UPON SENIOR SECURITIES





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





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:




14





INDEX
TO EXHIBITS





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








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





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





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





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





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











SIGNATURES





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





SPORTSNUTS,
INC.







Date:
February 28,
2008_________________                                                                                                               BY:
/S/ John D.
Thomas____________________


John D.
Thomas


Chief Executive
Officer










15