<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                 FORM 10-KSB/A

            [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                 EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED
                 SEPTEMBER 30, 1996

            [_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
                 EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION
                 PERIOD FROM ________ TO ________

                        COMMISSION FILE NUMBER 0-26362
                                               -------

                    NUTRITION FOR LIFE INTERNATIONAL, INC.
                ----------------------------------------------
                (Name of Small Business Issuer in its Charter)

             TEXAS                                        76-0416176
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)                            
    

           9101 JAMEEL
          HOUSTON, TEXAS                                    77040
---------------------------------------                  ----------
(Address of principal executive office)                  (Zip Code)

        Issuer's telephone number, including area code:  (713) 460-1976

          Securities Registered Pursuant to Section 12(b) of the Act:
                                        
                                                     Name of each Exchange
      Title of each Class                             on Which Registered
             NONE                                            NONE

          Securities Registered Pursuant to Section 12(g) of the Act:
                                        
                          $.01 par value common stock
                          ---------------------------
                               (Title of Class)
                                        

     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                               NUTRITION FOR LIFE INTERNATIONAL, INC.
                               (Registrant)



Date:  January 27, 1997        By: /s/ Ronnie D. Meaux
                                   ---------------------------------------------
                                   Ronnie D. Meaux, Vice-President and Treasurer

<PAGE>
 
                                   PART III


    ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT


OFFICERS AND DIRECTORS

       The officers and directors of the Company are as follows:
 
<TABLE> 
<CAPTION> 
 
            NAME                    AGE                    POSITION
            ----                    ---                    --------
          <S>                       <C>          <C> 
 
          David P. Bertrand         53           President, Director and Chairman of the Board of Directors
 
          Jana Mitcham              48           Executive Vice President, Secretary and Director
 
          Barry C. Loder            38           Vice-President and Chief Financial Officer
 
          John R. Brown, Jr.        59           Vice-President-Finance
 
          Ronnie D. Meaux           42           Vice President, Treasurer, and Assistant Secretary
 
          F. Wayne Ballenger        48           Director
 
          M. F. Florence            59           Director
 
          Richard S. Kashenberg     41           Director
 
          Gregory Pusey             44           Director
 
</TABLE>

       DAVID P. BERTRAND has served as President and Chairman of the Board of
Directors of the Company and its predecessors since 1984.  Mr. Bertrand received
a B.S. degree in education in 1966 and a Master of Education degree in
administration and supervision in 1969, both from McNeese State University in
Lake Charles, Louisiana.  Mr. Bertrand is the brother-in-law of Jana Mitcham.

       JANA MITCHAM has served as Executive Vice President, Secretary and
Director of the Company and its predecessors since 1984. Ms. Mitcham received a
B.A. degree in 1974 in special education from McNeese State University and
undertook graduate work in special education at the Korean Extension of the
University of Maryland. Ms. Mitcham is the sister-in-law of David P. Bertrand.

       BARRY C. LODER became Vice President and Chief Financial Officer of the
Company in March 1995.  From October 1993 until he joined the Company, Mr. Loder
was a financial consultant, performing corporate finance, merger and acquisition
and other financing activities.  From January 1992 to October 1993, he was in
Corporate Development with Allwaste, Inc., a publicly held environmental
services company.  From December 1989 to December 1991, he was the Senior Vice
President-Finance of Republic Waste Industries, Inc., a publicly held integrated
solid waste management company.  Mr. Loder received a B.B.A. degree in
Accounting and Finance from Walsh College and an M.B.A. degree from Houston
Baptist University.  He is a Certified Public Accountant and is currently
working towards a Chartered Financial Analyst designation.

       JOHN R. BROWN, JR. became Vice President-Finance of the Company in
September, 1996. From April, 1989 until he joined the Company, Mr. Brown was a
management consultant performing merger and acquisition services, systems
analyses, financial reporting assistance, and other services for both publicly
and privately held companies. From June, 1987 to March, 1989 he was Vice
President-Finance & Administration for Environmental Protective Industries,
Inc., an environmental services organization. Mr. Brown is a Certified Public
Accountant and has over


                                       2
<PAGE>
 
20 years experience in public accounting with both national and local firms. 
Mr. Brown received a B.S. in Mechanical Engineering from Stanford University and
an M.B.A. from the University of Texas at Austin.

     RONNIE D. MEAUX has served in various accounting and finance capacities for
the Company and its predecessors since 1985.  He is currently Vice President and
Treasurer of the Company.  Mr. Meaux received a B.S. degree in accounting in
1977 from McNeese State University.

     F. WAYNE BALLENGER has served as President of First Commercial Capital
since 1995. He has also served as President of Puncture Guard L.L.C. since
December 1994. From March 1992 to December 1994, he served as director of sales
and marketing for Petrolon, Inc., a multi-level marketing organization.
Immediately prior thereto, he served as a vice president of Southwest Bank of
Texas with commercial lending responsibilities. Mr. Ballenger received a B.B.A.
degree from the University of the South in 1968.

     M. F. FLORENCE has served as President of Sherfam Inc. since 1989. Sherfam
Inc. is a holding company, principally of pharmaceutical companies and is the
parent of Shermfin Corp., which is a principal shareholder of the Company. From
1958 to 1989, Mr. Florence was associated with the firm of Wm. Eisenberg & Co.,
a firm of chartered accountants in Canada. He served as a partner of the firm
from 1964 to 1989. Mr. Florence received a Bachelor of Commerce degree from the
University of Toronto. He is the recipient of a Chartered Accountant degree from
the Institute of Chartered Accountants of Ontario. Mr. Florence is also a
Director of Barr Laboratories, Inc., a publicly held corporation whose common
shares are listed on the American Stock Exchange. Mr. Florence has served as a
director of the Company since 1994.

     RICHARD S. KASHENBERG served as President of NION Laboratories from 1982 to
1996. He presently serves as a consultant to NION. NION is a principal supplier
of products sold by the Company. Mr. Kashenberg served as President and Director
of NEC-Utah from 1991 until its merger with the Company in 1994. Mr. Kashenberg
has served as a director of the Company since 1994. Mr. Kashenberg received a
Bachelor's degree from Vanier College.

     GREGORY PUSEY is primarily engaged in private investment activities. He has
served both as President of Livingston Capital, Ltd. and President of the
General Partner of Graystone Capital, Ltd., venture capital firms, since 1987.
He is also President and a director of Cambridge Holdings, Ltd., a publicly held
real estate firm, and a co-founder and director of USMX, Inc., a publicly held
mining company. From May 1989 until January 1990, Mr. Pusey also served as Chief
Financial Officer of USMX, Inc. Mr. Pusey received a B.S. degree in Finance from
Boston College in 1974. Mr. Pusey became a director of the Company in 1994.

     The Company has entered into an agreement with Shermfin Corp. wherein it
has agreed that, for so long as Shermfin Corp. owns 10% or more of the
outstanding Common Stock of the Company, Shermfin Corp. will be entitled to
designate one person to serve as a member of the Company's Board of Directors.
The current designee is M. F. Florence who shall continue to serve in such
capacity until written notice otherwise is provided by Shermfin Corp. to the
Company. See Item 11.

     The Company's Board of Directors has two standing committees, the Audit
Committee and the Compensation Committee.  M.F. Florence and Gregory Pusey serve
as the two members of the Audit Committee.  The primary functions of the Audit
Committee are to review the scope and results of audits by the Company's
independent auditors, internal accounting controls, non-audit services performed
by the independent accountants and the cost of accounting services.  F. Wayne
Ballenger, M.F. Florence and Richard S. Kashenberg serve as the three members of
the Compensation Committee.  The Compensation Committee reviews stock option and
other compensation policies and programs.

     Based solely on the Company's review of copies of Section 16(a) reports
filed by officers, directors and greater than 10% shareholders with the
Securities and Exchange Commission, which have been received by the Company and
written representations from these persons that no other reports were required
for those persons, the Company believes that all filing requirements applicable
to those persons were complied with for the fiscal year ended September 30,
1996.



                                       3
<PAGE>
 
EXECUTIVE COMPENSATION

     The following table sets forth certain information regarding compensation
paid by the Company to the officers whose total annual compensation exceeded
$100,000 during the fiscal years ended September 30, 1995 and 1996.

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE
 
                                                ANNUAL COMPENSATION                               LONG TERM COMPENSATION
                                       --------------------------------------         ----------------------------------------------
                                                                                             AWARDS                  PAYOUTS
                                                                                             ------                  -------
                                                                     Other  
                                                                     Annual             Restricted                         All Other
Name and Principal                               Salary              compensa-          Stock        Options/    LTIP      Compensa-
Position                               Year       ($)      Bonus     tion               Awards       SARs        Payouts   tion(1)
==================                     ====     =======   =======    ======            ==========    ========    =======   =========
<S>                                    <C>      <C>       <C>        <C>               <C>           <C>         <C>       <C>  
                                                                                  
David P. Bertrand                      1995     162,006   143,829     5,250                -0-         80,400        -0-     12,885
Chief Executive Officer of the         1996     162,000   530,812    15,750                -0-            -0-        -0-     12,885
Company                                                                          
                                                                                  
Jana Mitcham                           1995     157,316   143,829     5,250                -0-         75,600        -0-      9,013
Executive Vice President of the        1996     156,000   526,649    15,500                -0-            -0-        -0-      9,013
Company                                                                          
                                                                                  
Barry C. Loder                         1995(2)   51,404     7,790     1,500             50,000            -0-        -0-        -0-
Vice President and Chief Financial     1996     121,184    57,500    11,208                -0-            -0-        -0-        -0-
Officer of the Company                                                           
                                                                                  
Ronnie D. Meaux                        1995      81,350    10,000     6,900                -0-         36,000        -0-      6,392
Vice President and Assistant           1996      87,430    53,160     9,400                -0-            -0-        -0-      6,392
Secretary of the Company
</TABLE>
-------------------
(1)   The Company has obtained insurance policies on the lives of Mr. Bertrand,
      Ms. Mitcham and Mr. Meaux, of which benefit amounts of $1,060,000,
      $660,000 and $467,000 on the lives of Mr. Bertrand, Ms. Mitcham and Mr.
      Meaux, respectively, constitute "keyman" insurance and are payable to the
      Company.  Approximately 51% of the aggregate insurance benefits on the
      lives of Mr. Bertrand, Ms. Mitcham and Mr. Meaux are payable to
      beneficiaries designated by Mr. Bertrand, Ms. Mitcham and Mr. Meaux.  In
      addition, part of the cash value may be used as retirement benefits for
      the executive officers.  The premiums paid by the Company allocable to
      these items are included in the table.

(2)   Mr. Loder joined the Company in March 1995.

      In 1995 the Company entered into employment agreements with Mr. Bertrand
and Ms. Mitcham which expired on September 30, 1996. The terms of the agreements
were essentially identical. Mr. Bertrand received an annual salary of $162,000
and Ms. Mitcham received an annual salary of $156,000. Each was also entitled to
5% of the first $2,000,000 of annual pre-tax income of the Company, 4% of the
amount in excess of $2,000,000 but less than $2,500,000, and 3% of the amount
over $2,500,000. Mr. Bertrand was also granted the right to create a special
bonus pool for key employees to receive up to 2% of the pre-tax income between
$2,000,001 and $2,500,000 and up to 4% of the pre-tax income greater than
$2,500,000.

      Effective October 1, 1996, the Company entered into new employment
agreements with Mr. Bertrand and Ms. Mitcham. The terms of these agreements are
essentially identical, except that Mr. Bertrand's annual salary is $400,000 and
Ms. Mitcham's annual salary is $376,000. Mr. Bertrand and Ms. Mitcham are each
also entitled to a bonus if the Company has pre-tax annual income between $3
million and $20 million. Each is entitled to receive 5% of any annual pre-tax
income between $3 million and $5 million; four percent of the annual pre-tax
income between $5 million and $10 million; and three percent of the annual pre-
tax income between $10 million and $20 million. The term of each agreement is
three years. Each of the agreements may be earlier terminated upon mutual
agreement, death, disability or conviction of the officer, or a material breach
of the agreement by the officer.



                                       4
<PAGE>
 
OPTION PLANS

     In 1993 and 1995 the Company adopted stock option plans for the grant of
options to employees and consultants (the "Plans").  The provisions for each of
the Plans are similar.  There are presently outstanding or reserved for issuance
options to acquire up to 518,850 shares of Common Stock.  Under the Plans, the
Company may issue options to purchase up to an additional 440,906 shares of
Common Stock.  Under the Plans, options may be granted in the form of "incentive
stock options" as defined in Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code") and non-statutory stock options.  The Board of Directors
has the authority to fix the terms and number of options to be granted and the
employees to receive the options.  The exercise price of each stock option
granted under the Plans may not be less than 100% of the fair market value of
the Common Stock on the date of grant (110% in the case of incentive stock
options granted to employees owning more than 10% of the Common Stock).   All of
the outstanding options were granted at exercise prices which were not less than
the fair market value on the respective grant dates.  See Item 11 regarding
outstanding options to officers and directors of the Company.

     The maximum term of options granted under the plans is 10 years.  The
aggregate fair market value of the Common Stock with respect to which incentive
stock options are first exercisable in any calendar year may not exceed $100,000
per optionee.  Options granted under the Plans are non-transferable and
generally expire 30 days after the termination of any optionee's service to the
Company.  In general, if an optionee is permanently disabled or dies during his
or her service to the Company, such person's option may be exercised up to 90
days following such disability or death.

OPTION GRANTS IN FISCAL YEAR ENDED SEPTEMBER 30, 1996

     No stock options were granted by the Company during the fiscal year ended
September 30, 1996 to any executive officer named in the Summary Compensation
Table.

OPTION EXERCISES AND YEAR-END VALUES

     The following table shows option exercises by the named executive officers
during the fiscal year ended September 30, 1996.  Also reported are the year-end
values for their unexercised "in-the-money" options, which represent the
positive spread between the exercise price of any such option and the market
price of the Common Stock on September 30, 1996.

<TABLE>
<CAPTION>
                                                                              Value of    
                                                         Number of           Unexercised  
                                                        Unexercised          In-the-Money 
                          Number of                       Options             Options at  
                        Shares Under-     Value        At Year End (#)       Year End ($) 
                        lying Options    Realized       Exercisable/         Exercisable/ 
  Name                   Exercised (#)     ($)         Unexercisable        Unexercisable 
________                --------------  ---------  ---------------------  ----------------
                                                                                          
<S>                     <C>             <C>        <C>                    <C>             
                                                                                          
David P. Bertrand                  --         --          66,400/14,000   853,580/183,190 
                                                                                          
Jana Mitcham                       --         --          61,600/14,000   792,680/183,190 
                                                                                          
Barry C. Loder                     --         --          33,333/16,667   402,079/201,040 
                                                                                          
Ronnie D. Meaux                    --         --           18,500/6,000    238,495/78,510  
 
</TABLE>

COMPENSATION OF DIRECTORS

     Directors who are not employees of the Company receive $18,000 per year,
$400 for each Board meeting attended, and $200 for each committee meeting of the
Board attended. Directors who are also employees of the Company receive no
additional compensation for serving as Directors. The Company reimburses its
Directors for



                                       5
<PAGE>
 
travel and out-of-pocket expenses in connection with their attendance at
meetings of the Board of Directors. The Company may also utilize the services of
its outside directors as consultants to the Company. During the fiscal year
ended September 30, 1995 the Company paid Mr. Pusey $40,000, Mr. Kashenberg $
12,000 and Mr. Florence $2,000 for consulting services. During the fiscal year
ended September 30, 1996, the Company paid Mr. Pusey $58,000, and $12,000 to
each of Mr. Kashenberg and Mr. Florence.

  In November 1995, the Board of Directors of the Company adopted the 1995 
Non-Discretionary Stock Option Plan for directors of the Company who are not
eligible to participate in the other Plans (the "Non-Discretionary Plan.") 
The Non-Discretionary Plan provides that the Company grant options to purchase
5,000 shares of the Company's Common Stock to each eligible director on the date
of adoption of the Non-Discretionary Plan (November 28, 1995), to each person
who thereafter becomes a director of the Company and, as of December 1 of each
year (commencing in 1996), options to purchase an additional 5,000 shares of
Common Stock will be granted to each eligible director. The exercise price of
the options is the fair market value of the Common Stock on the date the options
are granted. The options are exercisable in full as of the date of grant. The
shares acquired upon exercise of these options cannot be sold for six months
following the date of grant. In November 1995, the Company granted options to
purchase 5,000 shares of Common Stock at a price of $19.75 per share to each of
F. Wayne Ballenger, M.F. Florence and Richard S. Kashenberg. In December 1996
the Company granted options to purchase 5,000 shares of Common Stock at a price
of $12.38 per share to each of F. Wayne Ballenger, M.F. Florence and Richard S.
Kashenberg. Each option granted pursuant to the Non-Discretionary Plan will
expire five years from the date of grant, except that an option will expire, if
not exercised, 30 days after the optionee ceases to be a director of the
Company.

  Options granted pursuant to the Non-Discretionary Plan will not qualify for
the special tax benefits given to incentive stock options under Section 422 of
the Code.  Accordingly, all of the stock options granted pursuant to the Non-
Discretionary Plan may be deemed to be non-statutory stock options.  The options
are generally non-transferable.

                                       6
<PAGE>
 
    ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of January 23, 1997 by (i) each
shareholder who is known by the Company to own beneficially more than 5% of its
Common Stock, (ii) each director of the Company and (iii) all directors and
officers of the Company as a group.

                            Number of     Percentage of
Beneficial Owner          Shares Owned      Ownership
----------------          ------------    -------------

Shermfin Corp.             1,215,390(1)       21.8
150 Signet Dr.
Weston, Ontario, Canada
9ML 1T9

M. F. Florence             1,231,390(1)(2)    22.1 
150 Signet Dr.
Weston, Ontario, Canada
M9L 1T9

Bernard Sherman            1,215,390(1)       21.8      
150 Signet Dr.
Weston, Ontario, Canada
M9L 1T9
    
 
Jana Mitcham                 377,304(3)        6.8
10618 Great Plains
Houston, Texas 77064
 
David P. Bertrand            328,692(4)        5.9
10622 Great Plains
Houston, TX  77064
 
Gregory Pusey                237,378(5)        4.3
1722 Buffehr Creek Road
Vail, Colorado 81657
 
Richard S. Kashenberg         60,372(6)        1.1
15501 First Street
Irwindale, CA  91706
 
F. Wayne Ballenger            10,000(7)         .2
3134 Meadway Drive
Houston, Texas 77082
 
All Officers and Directors 2,366,352(8)       42.5
as a Group (9 Persons)
-------------------
(1)   Messrs. Sherman and Florence may be deemed beneficial owners of the shares
      held by Shermfin Corp. due to their affiliations with Shermfin Corp.  In
      July, 1994, Mr. Sherman and Shermfin Corp. consented to the issuance of an
      Order of the Securities and Exchange Commission (the "Commission") that
      they cease and desist from violations of certain reporting and anti-fraud
      provisions of the Securities Exchange Act of 1934.  Mr. Sherman and
      Shermfin Corp. consented to this Order without admitting or denying the
      findings of the Commission that they had failed to file reports of
      beneficial ownership of the common stock of Kinesis, Inc. with the
      Commission on Form 3 and Schedule 13G.  The Company has no relationship
      with Kinesis, Inc.

(2)   Includes options to acquire (i) 6,000 shares of Common Stock at $1.665 per
      share, of which options to acquire 2,000 shares become exercisable in
      October 1997, (ii) options to acquire 5,000 shares of Common Stock at
      $19.75 per share, and (iii) options to acquire 5,000 shares of Common
      Stock at $12.38 per share.

                                       7
<PAGE>
 
(3)   Includes 5,000 warrants to purchase 5,000 shares of Common Stock at $3.75
      per share and options to acquire (i) 42,000 shares of Common Stock at
      $1.665 per share, of which options to acquire 14,000 shares become
      exercisable in October 1997, (ii) 16,800 shares of Common Stock at $1.875
      per share, and (iii) 16,800 shares of Common Stock at $2.25 per share.
      Also includes 11,554 shares of Common Stock owned by her daughter, 4,000
      shares of Common Stock owned by her husband, and options held by her
      husband to acquire 4,800 shares of Common Stock at $1.665 per share. Does
      not include options to purchase an aggregate of 45,000 shares of Common
      Stock at $13.00 per share, which become exercisable in equal amounts over
      a three-year period commencing November 20, 1997.

(4)   Includes options to acquire (i) 42,000 shares of Common Stock at $1.665
      per share, of which options to acquire 14,000 shares become exercisable in
      October 1997, (ii) 19,200 shares of Common Stock at $1.875 per share, and
      (iii) 19,200 shares of Common Stock at $2.25 per share.  Also includes
      40,000 shares owned by his two sons and options held by his wife to
      acquire 4,800 shares of Common Stock at $1.665 per share.  Does not
      include options to purchase an aggregate of 47,400 shares of Common Stock
      at $13.00 per share, which become exercisable in equal amounts over a
      three-year period commencing November 20, 1997.

(5)   Includes 19,000 warrants to purchase 19,000 shares of Common Stock at
      $3.75 per share and options to acquire (i) 6,000 shares of Common Stock at
      $1.665 per share of which options to acquire 2,000 shares become
      exercisable in October 1997, (ii) 6,000 shares of Common Stock at $1.875
      per share, and (iii) 6,000 shares of Common Stock at $2.25 per share.
      Also includes 44,840 shares of Common Stock and 14,000 warrants to
      purchase 14,000 shares of Common Stock at $3.75 per share held by entities
      which are affiliates of Mr. Pusey, and 20,000 shares of Common Stock and
      2,000 warrants to purchase 2,000 shares of Common Stock at $3.75 per share
      held by his wife, individually, or as custodian for their minor children.
      Does not include options to purchase an aggregate of 9,000 shares of
      Common Stock at $13.00 per share, which become exercisable in equal
      amounts over a three-year period commencing November 20, 1997.

(6)   Includes options to acquire (i) 6,000 shares of Common Stock at $1.665 per
      share, of which options to acquire 2,000 shares become exercisable in
      October 1997, (ii) options to acquire 5,000 shares of Common Stock at
      $19.75 per share, and (iii) options to acquire 5,000 shares of Common
      Stock at $12.38 per share.

(7)   Includes options to acquire (i) 5,000 shares of Common Stock at $19.75 per
      share; and (ii) options to acquire 5,000 shares of Common Stock at $12.38
      per share.

(8)   Includes the following warrants and options held by persons who are
      officers, but not directors, of the Company:  9,000 warrants to purchase
      9,000 shares of Common Stock at $3.75 per share and options to acquire (i)
      15,500 shares of Common Stock at $1.665 per share, of which options to
      acquire 6,000 shares become exercisable in October 1997, (ii) 4,500 shares
      of Common Stock at $1.875 per share, (iii) 4,500 shares of Common Stock at
      $2.25 per share, (iv) 50,000 shares of Common Stock at $2.6875 per share,
      of which options to acquire 16,667 shares become exercisable in January
      1997, and (v) 10,000 shares of Common Stock at $11.50 per share.  Does not
      include options to purchase an aggregate of 37,250 shares of Common Stock
      at $13.00 per share, which become exercisable in equal amounts over a
      three-year period commencing November 20, 1997.

                                       8
<PAGE>
 
            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  The Company and its predecessors borrowed an aggregate of $650,000 from
Shermfin Corp. during the period from 1988 to 1991.  The loans were evidenced by
promissory notes with interest at rates ranging from 9% to 11% per annum with
maturity dates from October 1995 to October 1996.  The promissory notes were
convertible at the option of Shermfin Corp. into an aggregate of 966,834 shares
of Common Stock.  In March 1995 the Company entered into an agreement with
Shermfin Corp. pursuant to which it was agreed that Shermfin Corp. would convert
$130,500 of debt from the note in the principal amount of $250,000 into 360,000
shares of the Company's Common Stock at the closing of the Company's public
offering of securities that year.  It was further agreed that the remaining
principal balance of the promissory note in the principal amount of $250,000
($119,500), plus the entire principal balances of the other three notes (an
aggregate of $400,000) would be repaid to Shermfin Corp. at the closing of the
offering.  The Company believes that the borrowing arrangements with Shermfin
Corp. were made on terms at least as favorable as could be obtained from third
parties.

  In its March 1995 agreement with Shermfin Corp., the Company agreed to
register the 360,000 shares to be issued to Shermfin Corp. during the period
commencing one year after the date of commencement of the offering (July 10,
1995) and ending four years after the date of the offering (July 10, 1999). The
Company also agreed that, for so long as Shermfin Corp. owns 10% or more of the
outstanding Common Stock of the Company, Shermfin Corp. will be entitled to
designate one person to serve as a member of the Company's Board of Directors.
The current designee is M.F. Florence who shall continue to serve in such
capacity until written notice otherwise is provided by Shermfin Corp. to the
Company. See Item 9.

  Prior to the Merger of the Company's predecessors, Nutrition Express
Corporation of Colorado, Inc., and Nutrition Express Corporation of Utah, Inc.
("NEC-Utah"), into the Company in 1994, Shermfin Corp. held, among other
securities, all of the outstanding shares of the Series A Preferred Stock of
NEC-Utah.  In exchange for the agreement of Shermfin Corp. to convert the Series
A Preferred Stock into common stock of NEC-Utah, NEC-Utah agreed to reduce the
conversion rate.  As a result, the Company recognized a conversion expense
against net income applicable to common stock of $181,243 in the fiscal year
ended September 30, 1994.

  The largest supplier of products to the Company is NION Laboratories, a wholly
owned subsidiary of Shermfin Corp.  NION Laboratories is a manufacturer of
pharmaceutical and consumer-related products.  During the fiscal years ended
September 30, 1994 and 1995, the Company purchased approximately $1,706,000 and
$2,258,000 of goods, respectively, from NION Laboratories. During the year ended
September 30, 1996, the Company purchased $5,234,000 of goods from NION. In
addition, Richard S. Kashenberg, a director of the Company, served as the chief
executive officer of NION until December 1996. Mr. Kashenberg is currently a
consultant to NION. It is anticipated that this relationship will continue in
the future and the Company believes that the terms it has obtained from NION are
at least as favorable as could have been obtained from third parties.

  In October 1995 the Company granted warrants to purchase 500,000 shares of
Common Stock at $12.50 to Kevin Trudeau.  The warrants become exercisable on
April 15, 1996 and expire on October 14, 1998.  The exercise price of the
warrants on the date of grant was not less than the market price of the
Company's Common Stock on that date.   In April 1996 Mr. Trudeau agreed to the
cancellation of these warrants and they are no longer outstanding.

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<PAGE>
 
                   ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

 Exhibit 2.1   Agreement and Plan of Reorganization, filed as a Exhibit to the
               Registration Statement on Form S-4 (file no. 33-70312), which
               Exhibit is incorporated herein by this reference.

 Exhibit 3.1   Articles of Incorporation, as amended*

 Exhibit 3.2   Bylaws, filed as an Exhibit to the Registration Statement on
               Form S-4 (file no. 33-70312), which Exhibit is incorporated
               herein by this reference.

 Exhibit 4.1   Specimen Certificate of Nutrition for Life International, Inc.'s
               Common Stock*

 Exhibit 4.2   Specimen Warrant*

 Exhibit 4.3   Warrant Agreement with Corporate Stock Transfer, Inc.*

 Exhibit 10.1  1993 Stock Option Plan, filed as an Exhibit to the Registration
               Statement on Form S-4 (file no. 33-70312), which Exhibit is
               incorporated herein by this reference*

 Exhibit 10.2  1995 Stock Option Plan*

 Exhibit 10.3  Second Amended and Restated Convertible Debenture in the
               principal amount of $275,000, dated June 29, 1992 made by
               Nutrition Express Corporation of Utah, Inc. in favor of Shermfin
               Corp., filed as an Exhibit to the Registration Statement on Form
               S-4 (file no. 33-70312), which Exhibit is incorporated herein by
               this reference.

 Exhibit 10.4  Agreement, dated August 12, 1991 between Nutrition Express
               Corporation of Colorado, Inc. and Shermfin Corp., filed as an
               Exhibit to the Registration Statement on Form S-4 (file no. 33-
               70312), which Exhibit is incorporated herein by this reference.

 Exhibit 10.5  Agreement, dated August 12, 1991 between Nutrition Express
               Corporation of Utah, Inc. and Shermfin Corp., filed as an Exhibit
               to the Registration Statement on Form S-4 (file no. 33-70312),
               which Exhibit is incorporated herein by this reference.

 Exhibit 10.6  Convertible Promissory Note, dated October 12, 1989, the
               principal amount of $250,000 made by Nutrition Express
               Corporation of Colorado, Inc. in favor of Shermfin Corp., filed
               as an Exhibit to the Registration Statement on Form S-4 (file no.
               33-70312), which Exhibit is incorporated herein by this
               reference.

 Exhibit 10.7  Employment Agreement dated May 10, 1995, between Nutrition for
               Life International, Inc. and David P. Bertrand*

 Exhibit 10.8  Employment Agreement dated May 10, 1995, between Nutrition for
               Life International, Inc. and Jana Mitcham*

 Exhibit 10.9  Consulting Agreement, dated February 22, 1995, between Nutrition
               for Life International, Inc. and Cohig & Associates, Inc.*

 Exhibit 10.10 Form of Consulting Agreement with Cohig & Associates, Inc.*

 Exhibit 10.11 Agreement, dated March 3, 1995, between Nutrition for Life
               International, Inc. and Shermfin Corp.*

 Exhibit 10.13 Agreement, dated July 15, 1994 between Nutrition for Life
               International, Inc. and Dr. David Santiago (N.F.P. Group, Inc.),
               as amended by letter dated June 2, 1995*

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<PAGE>
 
 Exhibit 10.14 Warrant Agreement, dated October 15, 1995 with Kevin Trudeau,
               filed as an Exhibit to the Report on Form 10-KSB for the fiscal
               year ended September 30, 1995 of the Registrant, which Exhibit is
               incorporated herein by this reference.

 Exhibit 10.15 Lease Agreements for office and warehouse facilities with non-
               affiliates, filed as an Exhibit to the Report on Form 10-KSB for
               the fiscal year ended September 30, 1995 of the Registrant, which
               Exhibit is incorporated herein by this reference.

 Exhibit 10.16 1995 Non-Discretionary Stock Option Plan, filed as an Exhibit to
               the Report on Form 10-KSB for the fiscal year ended September 30,
               1995 of the Registrant, which Exhibit is incorporated herein by
               this reference.

 Exhibit 10.17 Assurance of Voluntary Compliance for the State of Illinois,
               dated July 16, 1996, filed on July 31, 1996 as an Exhibit to the
               Report on Form 8-K, which Exhibit is incorporated herein by this
               reference.

 Exhibit 10.18 Administrative and Consulting Services Agreement, dated July 29,
               1996, between Distributor Services, L.L.C. and Nutrition For Life
               International, Inc.*

 Exhibit 10.19 Form of Distributor Agreement of Nutrition For Life
               International, Inc.*

 Exhibit 10.20 Employment Agreement, effective October 1, 1996, between
               Nutrition For Life International, Inc. and David P. Bertrand.

 Exhibit 10.21 Employment Agreement, effective October 1, 1996, between
               Nutrition For Life International, Inc. and Jana Mitcham.

 Exhibit 22    Subsidiaries of the Company.

 Exhibit 23.1  Consent of KPMG Peat Marwick LLP

 Exhibit 23.2  Consent of BDO Seidman LLP
___________________________________________________

 *             These exhibits were previously filed as exhibits to the Company's
               Registration Statement on Form SB-2 (File No. 33-92274), and are
               incorporated herein by reference.

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