**SECURITIES
      AND EXCHANGE COMMISSION**





**Washington,
      D.C.  20549**


**______________________**





**FORM
      10-QSB**





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





For
      the
      quarterly period ended June 30, 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 June 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




































































**PART
      I**


**FINANCIAL
      INFORMATION**





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





**ITEM
                1.**
            **FINANCIAL
                STATEMENTS REQUIRED BY FORM
                10-QSB**

















**CONTENTS**Balance
                Sheet  4
            4Statements
                of Operations  5
            5Statements
                of Cash Flows 6
            6Notes
                to the Financial Statements  7
            7















**SPORTSNUTS,
                  INC. AND SUBSIDIARIES**Consolidated
                  Balance Sheet(Unaudited)ASSETSJune
                  30,2007CURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              11,967Accounts
                  receivable, net
              
              
              38,550Advances
                  due from related party
              
              
              10,949Prepaid
                  expenses
              
              
              7,412Total
                  Current Assets
              
              
              68,878PROPERTY
                  AND EQUIPMENT - NET
              
              
              564TOTAL
                  ASSETS
              
              $
              69,442LIABILITIES
                  AND
                  STOCKHOLDERS' DEFICITCURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              30,993Due
                  to related parties
              
              
              165,358Accrued
                  expenses
              
              
              1,802,966Line
                  of credit payable
              
              
              23,605Notes
                  payable
              
              
              55,850Notes
                  payable - related parties
              
              
              720,797Total
                  Current Liabilities
              
              
              2,799,569STOCKHOLDERS'
                  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
              
              
              (23,576,726
              )Total
                  Stockholders' Deficit
              
              
              (2,730,127
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              69,442
  
    **SPORTSNUTS,
                  INC. AND SUBSIDIARIES**Consolidated
                  Statements of Operations(Unaudited)For
                  the Three Months Ended
              
              
              For
                  the Six Months EndedJune
                  30,
              
              
              June
                  30,2007
              
              
              2006
              
              
              2007
              
              
              2006NET
                  SALES
              
              $
              3,489
              
              
              $
              125,777
              
              
              $
              46,578
              
              
              $
              227,863COST
                  OF SALES
              
              
              1,940
              
              
              
              108,788
              
              
              
              26,907
              
              
              
              196,809GROSS
                  MARGIN
              
              
              1,549
              
              
              
              16,989
              
              
              
              19,671
              
              
              
              31,054OPERATING
                  EXPENSESSalaries
                  and consulting
              
              
              32,296
              
              
              
              44,481
              
              
              
              69,557
              
              
              
              93,872Professional
                  fees
              
              
              3,500
              
              
              
              4,065
              
              
              
              11,470
              
              
              
              18,209Selling,
                  general and administrative
              
              
              4,171
              
              
              
              23,766
              
              
              
              13,731
              
              
              
              77,124Total
                  Operating Expenses
              
              
              39,967
              
              
              
              72,312
              
              
              
              94,758
              
              
              
              189,205LOSS
                  FROM OPERATIONS
              
              
              (38,418
              )
              
              
              (55,323
              )
              
              
              (75,087
              )
              
              
              (158,151
              )OTHER
                  INCOME (EXPENSES)Interest
                  expense
              
              
              (29,130
              )
              
              
              (35,043
              )
              
              
              (62,503
              )
              
              
              (68,362
              )Interest
                  income
              
              
              4
              
              
              
              1,535
              
              
              
              133
              
              
              
              2,829Gain
                  on settlement of debt
              
              
              -
              
              
              
              -
              
              
              
              8,108
              
              
              
              -Other
                  income
              
              
              337
              
              
              
              4,137
              
              
              
              667
              
              
              
              21,682Total
                  Other Income (Expenses)
              
              
              (28,789
              )
              
              
              (29,371
              )
              
              
              (53,595
              )
              
              
              (43,851
              )LOSS
                  BEFORE INCOME TAXES
              
              
              (67,207
              )
              
              
              (84,694
              )
              
              
              (128,682
              )
              
              
              (202,002
              )INCOME
                  TAX EXPENSE
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -NET
                  LOSS
              
              $
              (67,207
              )
              
              $
              (84,694
              )
              
              $
              (128,682
              )
              
              $
              (202,002
              )BASIC
                  AND DILUTED: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
  
    **SPORTSNUTS,
                  INC. AND SUBSIDIARIES**Consolidated
                  Statements of Cash Flows(Unaudited)For
                  the Six Months EndedJune
                  30,2007
              
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (128,682
              )
              
              $
              (202,002
              )Adjustments
                  to reconcile net loss to netcash
                  used by operating activities:Depreciation
              
              
              574
              
              
              
              9,502Gain
                  on settlement of debt
              
              
              (8,108
              )
              
              
              -Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (593
              )
              
              
              13,811Advances
                  due from related party
              
              
              (4,000
              )
              
              
              (5,294
              )Other
                  current assets
              
              
              (2,385
              )
              
              
              3,670Accounts
                  payable and accrued expenses
              
              
              126,585
              
              
              
              127,448Due
                  to related parties
              
              
              5,235
              
              
              
              4,173Net
                  Cash Used by Operating Activities
              
              
              (11,374
              )
              
              
              (48,692
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:
              
              
              -
              
              
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIES:Change
                  in line of credit payable
              
              
              4,892
              
              
              
              2,465Payments
                  on notes payable - related parties
              
              
              -
              
              
              
              -Proceeds
                  from notes payable - related parties
              
              
              5,115
              
              
              
              3,000Net
                  Cash Provided by Financing Activities
              
              $
              10,007
              
              
              $
              5,465NET
                  DECREASE IN CASH AND CASH EQUIVALENTS
              
              $
              (1,367
              )
              
              $
              (43,227
              )CASH
                  AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              13,334
              
              
              
              66,703CASH
                  AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              11,967
              
              
              $
              23,476SUPPLEMENTAL
                  CASH FLOW INFORMATIONCash
                  Payments For:Interest
              
              $
              2,308
              
              
              $
              5,026Income
                  taxes
              
              $
              -
              
              
              $
              -


**SPORTSNUTS,
      INC. AND SUBSIDIARIES**


Notes
      to
      the Consolidated Financial Statements


June
      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 six months ended June 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 June 30,
      2007 was $2,730,127 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 discributing its shares on a pro rata basis to its
      shareholders.  Following the spin-off, Secure Netwerks became an
      independent company.














**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.








**Results
      of Operations**





Following
      is management’s discussion of
      the relevant items affecting results of operations for the periods ended June
      30, 2007 and 2006.





**Revenues.**  The
      Company generated net revenues of $3,489 during the three months ended June
      30,
      2007, a 97% decrease compared to $125,777 in net revenues during the second
      quarter of 2006.  For the six months ended June 30, 2007, net revenues
      were $46,578, an 80% decrease compared to $227,863 in net revenues during the
      first six months of 2006.  The decrease is mainly the result of the
      spin-off of Secure Netwerks which was effective March 1, 2007.  During
      the six months ended June 30, 2007, Secure Networks contributed $42,543 in
      net
      revenues compared to $220,429 during the first six 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 June 30,
      2007 were $1,940, a 98% decrease compared to $108,788 during the second quarter
      of 2006.For the six
      months ended June 30, 2007, cost of sales were $26,907, an 86% decrease compared
      to $196,809 during the first six 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 six months ended June 30, 2007 compared to $195,799 during the first
      six
      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 June 30, 2007 were $32,296, a 27% decrease from $44,481 during
      the
      second quarter of 2006.  For the six months ended June
      30, 2007,
      salaries and consulting expenses were $69,557, a 26% decrease compared to
      $93,872 during the first six 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 $64,000 of salaries and consulting expenses during
      the first six months of 2007, as compared to $75,053 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 June 30,
      2007 were $3,500, a     14% decrease from $4,065 during
      the second quarter of 2006.  For the six months ended June
      30, 2007,
      professional fees were $11,470, a 37% decrease compared to $18,209 during the
      first six 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 the three months ended June 30, 2007 were $4,171, an 82% decrease
      from
      $23,766 during the second quarter of 2006.  For the six months ended June
      30, 2007,
      selling, general and administrative expenses were $13,731, an 82% decrease
      compared to $77,124 during the first six months of 2006.  The spin-off
      of Secure Netwerks caused a decrease of $18,763 when comparing the first six
      months of 2007 to 2006.One of the largest expense categories
      in general and administrative expenses is rent and utilities expense which
      went
      from $19,010 during the first six months of 2006 to $3,874 in
      2007.  The Company anticipates that rent expense will continue to
      decrease in 2007 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.





**Other
      Income
      (Expense)**.  The Company had net other expenses of $53,595 for
      the six months ended June 30, 2007 compared to net other expenses of $43,851
      during the first six months of 2006.  The income in this category
      during 2007 was generated primarily from the write off of certain debts of
      the
      Company which amounted to $8,108 compared to zero in 2006.  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 June 30, 2007, the Company’s
      primary source of liquidity consisted of $11,967 in cash and cash
      equivalents.  The Company holds most of its cash reserves in local
      sweep accounts with local financial institutions.  Since inception,
      the Company has financed its operations through a combination of short and
      long-term loans, and through the private placement of its Common
      Stock.





The
      Company has sustained significant
      net losses which have resulted in an accumulated deficit at June 30, 2007 of
      $2,730,127 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**





**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 been able to
      devote his full time and attention to the activities of the Company and will
      be
      unable to do so until the Company is able to pay him a full salary on a regular
      basis.   In addition, to the extent that any of the Company’s key
      personnel are unable or refuse to continue their association with the Company,
      a
      suitable replacement would have to be found.  There is no assurance
      that the Company would be able to find suitable replacements for its existing
      management personnel or technical personnel or that such replacements could
      be
      obtained for an amount affordable to the Company.





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





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





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





**Uncertain
      Protection of Trade
      Names and Related Intangible Assets.**  The Company has
      registered the Internet domain names, “www.sportsnuts.com,” and
“www.sportsnuts.net.”    Given the lack of resources
      available to the Company during 2004, the Company has not pursued trademark
      applications of its name and brand.  Consequently, other companies
      with names, marks, or slogans similar to SportsNuts could seek to require that
      the Company obtain a license from them or require the Company to change its
      name, either of which could entail substantial costs.  Additionally,
      if the Company were requried to change its name, it could lose all goodwill
      associated with the “SportsNuts” mark.  In addition, future products
      and services offered by the Company may need to be marketed under different
      names if the mark “SportsNuts” causes confusion with another trade name being
      used by another company.  The Company could also incur substantial
      costs to defend any legal action taken against the Company pursuant to a
      trademark or service mark dispute.   If any legal action against
      the Company, its asserted trademarks, or service marks should be found to
      infringe upon intellectual property rights of a





third
      party, the Company could be enjoined from further infringement and could be
      required to pay damages.  In the event a third party were to sustain a
      valid claim against the Company, and in the event a required license were not
      available on commercially reasonable terms, the Company’s financial operations
      and results of operations could be materially adversely
      affected.  Litigation, which could result in substantial cost to and
      diversion of resources of the Company, may also be necessary to enforce
      intellectual property rights of the Company or to defend the Company against
      claimed infringements of the rights of others.





**Investment
      Risks**





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





**Likely****Change
      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 June 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
      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 June 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-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 June 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
      June 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
                AND REPORTS ON FORM 8-K:**





No
                reports on Form 8-K were filed during the quarter ended June 30,
                2007.





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, John D. Thomas,
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.99.2
            
            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:
      August 10,
      2007___________________                                                                                                                    BY:
/S/ John D. Thomas____________________


John
      D. Thomas


Chief
                Financial Officer