<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                    For Quarterly Period Ended March 31, 2001

                         Commission File Number 0-21369

                               VITECH AMERICA, INC
             (Exact name of registrant as specified in its charter)


       FLORIDA                                                 65 041 9086
(State of incorporation)                                (I.R.S. Employer ID No.)



                            2190 Northwest 89th Place
                            Miami, Florida 33172-2427
               (Address of principal executive offices, zip code)


       Registrant's telephone number, including area code: (305) 477-1161


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]

         As of May 15, 2001, there were 20,534,626 shares of the Common Stock of
the Company, no par value, outstanding.

<PAGE>   2


ITEM 1. FINANCIAL STATEMENTS

                              VITECH AMERICA, INC.
                           Consolidated Balance Sheet

<TABLE>
<CAPTION>

                                                                            December 31,        March 31,
                                                                               2000 *             2001
                                                                        ----------------  ----------------
                                                                                            (unaudited)
                                     Assets
<S>                                                                        <C>               <C>
Current assets
     Cash and cash equivalents                                             $   1,001,003     $     622,892
     Accounts receivable, net                                                 56,229,490        51,820,956
     Inventories, net                                                         16,579,297         8,293,747
     Deferred tax asset                                                        1,181,262         1,181,262
     Tax receivable credits                                                      634,833           173,883
     Due from officers                                                           228,998           225,703
     Other current assets                                                      3,903,045         5,062,235
                                                                           ----------------  ----------------
                  Total current assets                                        79,757,928        67,380,678

Property and equipment, net                                                   29,779,928        24,125,035
Investments                                                                    6,929,608         6,361,223
Intangible assets, net                                                        35,314,205        29,585,473
Other assets                                                                   7,801,880         7,550,114
                                                                           ----------------  ----------------

                  Total assets                                             $ 159,583,549     $ 135,002,523
                                                                           ================  ================

                          Liabilities and Shareholders' Equity

Current liabilities
     Trade accounts payable                                                $  14,917,227     $  15,229,209
     Accrued expenses                                                          3,572,592         4,720,932
     Deferred tax liability                                                      450,830           450,830
     Notes payable - related party                                            13,564,505        13,564,505
     Notes payable                                                             9,754,374        10,244,777
     Convertible note - related party                                          8,700,000         8,700,000
     Convertible notes                                                        31,450,000        31,450,000
     Current maturities of long-term debt                                      1,253,713         1,159,650
     Short-term debt                                                           2,554,078         2,083,554
                                                                           ----------------  ----------------
                  Total current liabilities                                   86,217,319        87,603,457
                                                                           ----------------  ----------------

Long-term liabilities
       Long-term debt                                                          1,697,279         3,419,960
                                                                           ----------------  ----------------
                  Total long-term liabilities                                  1,697,279         3,419,960
                                                                           ----------------  ----------------

Commitments and contingencies

Shareholders' equity
     Preferred stock, no par value, 3,000,000 shares authorized,
        no shares issued                                                            --                --
     Common stock, no par value, 60,000,000 shares authorized,
        20,534,626 and 20,534,626 shares issued and outstanding               92,496,380        92,510,955
     Accumulated other comprehensive loss                                    (52,741,811)      (61,107,719)
     Retained earnings                                                        31,914,382        12,575,870
                                                                           ----------------  ----------------
                  Total shareholders' equity                                  71,668,951        43,979,106
                                                                           ----------------  ----------------

                  Total liabilities and shareholders' equity               $ 159,583,549     $ 135,002,523
                                                                           ================  ================
</TABLE>

See notes to consolidated financial statements

* Derived from audited financial statements

                                       2
<PAGE>   3





                              VITECH AMERICA, INC.
                      Consolidated Statement of Operations
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                    Three Months Ended March 31,
                                                            ----------------------------------------------
                                                                    2000                    2001
                                                            ---------------------- -----------------------

<S>                                                         <C>                    <C>
Net sales                                                   $         22,560,161   $          11,435,500

Cost of sales                                                         15,052,880               8,051,496
                                                            ---------------------- -----------------------

         Gross profit                                                  7,507,281               3,384,004

Selling, general and administrative expenses                           6,179,169               6,125,865
                                                            ---------------------- -----------------------

         Income (loss) from operations                                 1,328,112              (2,741,861)
                                                            ---------------------- -----------------------

Other (income) expenses
     Interest expense, net                                             2,857,563               2,173,643
     Loss on factory fire, net                                                --               5,854,198
     Other expenses                                                                            6,870,140
     Foreign currency exchange loss (gain)                            (1,544,301)              1,695,833
                                                            ---------------------- -----------------------

         Total other expenses                                          1,313,262              16,593,814
                                                            ---------------------- -----------------------

         Income (loss) before provision for
                 income taxes                                             14,850             (19,335,675)

Provision for income taxes                                                    --                   2,837
                                                            ---------------------- -----------------------

                  Net income (loss)                         $             14,850   $         (19,338,512)
                                                            ====================== =======================



Net income (loss) per common share - Basic:
       Weighted common shares                                         16,345,939              20,534,626
       Net income (loss) per common share                   $              0.001   $               (0.94)
                                                            ====================== =======================

Net income (loss) per common share - Assuming dilution:
       Weighted common shares                                         16,345,939              20,534,626
       Net income (loss) per common share                   $              0.001   $               (0.94)
                                                            ====================== =======================
</TABLE>


See notes to consolidated financial statements

                                       3
<PAGE>   4




                              VITECH AMERICA, INC.
                      Consolidated Statement of Cash Flows
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                          Three Months Ended March 31,
                                                                                  ---------------------------------------------
                                                                                          2000                   2001
                                                                                  --------------------  -----------------------
<S>                                                                               <C>                    <C>
Cash flows from operating activities
     Net income (loss)                                                            $            14,850    $       (19,338,512)
     Adjustments to reconcile net income (loss) to net cash
          provided from operating activities
            Loss on factory fire                                                                   --              6,376,415
            Depreciation                                                                      798,015                557,475
            Amortization of intangible assets                                                 273,490              5,728,732
            Amortization of deferred costs                                                     72,845                529,067
            Provision for doubtful accounts                                                   181,227                563,657
            Provision for inventory obsolescence                                             (10,052)                435,535
            Provision for global medium term notes                                                 --              2,200,000
            Changes in assets and liabilities
              Accounts receivable                                                             961,568             (2,965,710)
              Inventories                                                                  (2,369,783)             2,777,041
              Other assets                                                                 (2,569,805)            (2,173,449)
              Trade accounts payable                                                        8,009,807                608,151
              Accrued expenses                                                                (67,655)             1,216,338
              Due to/from officers                                                           (128,339)                 3,295
              Tax receivable credits                                                         (981,834)               420,940
                                                                                  ---------------------- ----------------------
                      Net cash provided from (used in) operating activities                 4,184,334             (3,061,025)
                                                                                  ---------------------- ----------------------

Cash flows from investing activities
     Purchases of property and equipment                                                     (763,060)                    --
     Insurance recovery of property and equipment, net                                             --              3,287,665
                                                                                  ---------------------- ----------------------
                      Net cash (used) provided by investing activities                       (763,060)             3,287,665
                                                                                  ---------------------- ----------------------

Cash flows from financing activities
     Net (payments)/proceeds under short-term bank borrowings                               3,511,151               (340,388)
     Payment of convertible notes                                                          (1,875,156)                    --
     Paid in capital                                                                               --                 14,575
     Net (payments) of notes payable                                                         (297,125)               (41,147)
                                                                                  ---------------------- ----------------------
                      Net cash provided by (used) in financing activities                   1,338,870               (366,960)
                                                                                  ---------------------- ----------------------

Foreign exchange effect on cash and cash equivalents                                       (1,696,725)              (237,791)

                                                                                  ---------------------- ----------------------
                      Net increase (decrease) in cash and cash equivalents                  3,063,419               (378,111)

Cash and cash equivalents - beginning of period                                             1,024,420              1,001,003
                                                                                  ---------------------- ----------------------
Cash and cash equivalents - end of period                                         $         4,087,839    $           622,892
                                                                                  ---------------------- ----------------------


Supplemental disclosure of cash flow information
     Cash paid during the period for
         Interest and discount on sale of receivables                             $         2,518,450    $           913,882
                                                                                  ---------------------- ----------------------
         Income taxes                                                             $                --    $             2,837
                                                                                  ---------------------- ----------------------

Supplemental schedule of non-cash investing and financing activities
       Satisfaction of accounts payable and purchase of inventory
          through issuance of note payable                                        $        10,000,000    $                --
                                                                                  ---------------------- ----------------------
       Purchase of global medium term notes and issuance of debentures            $                --    $         2,479,912
                                                                                  ---------------------- ----------------------
</TABLE>

See notes to consolidated financial statements

                                       4
<PAGE>   5



                              Vitech America, Inc.
                   Notes to Consolidated Financial Statements
                                 March 31, 2001

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Vitech America,
Inc. (the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information. In the opinion of
management, all adjustments necessary for a fair presentation of the interim
consolidated financial statements have been included, and all adjustments are of
a normal and recurring nature. The consolidated financial statements as of and
for the interim period ended March 31, 2001 should be read in conjunction with
the Company's consolidated financial statements as of and for the year ended
December 31, 2000, which are included in the Company's Annual Report on Form
10-K filed with the Securities and Exchange Commission. Operating results for
the three months ended March 31, 2001 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2001. The
preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that effect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities, and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

The consolidated financial statements for the three months ended March 31, 2000
and 2001 include the accounts of the Company and its subsidiaries. Principally
all of the Company's sales are concentrated in Brazil.

NOTE 2 - NET INCOME PER SHARE

Basic and diluted earnings (loss) per share ("EPS") are calculated in accordance
with SFAS 128, "Earnings Per Share". Basic EPS is computed by dividing reported
net income (loss) by the weighted average shares outstanding. Diluted EPS
assumes the conversion of outstanding convertible debt and the dilutive effect
of stock options and warrants. The following table sets forth the computation of
basic and diluted earnings (loss) per share:

                                                   Three Months Ended
                                                        March 31,
                                           -----------------------------------
                                                2000                2001
                                           ----------------    ---------------

Net income (loss) for basic and diluted
  income (loss) per common share           $         14,850    $   (19,338,512)
                                           ----------------    ---------------

Weighted average number of shares
  for basic income per share                     16,345,939         20,534,626

Dilutive securities:
    Stock options                                        --                 --
    Warrants                                             --                 --
                                           ----------------    ---------------

Weighted average number of shares
  for diluted income (loss) per share            16,345,939         20,534,626
                                           ----------------    ---------------

Net income (loss) per common share:
    Basic                                  $          0.001    $         (0.94)
    Diluted                                $          0.001    $         (0.94)


For the three months ended March 31, 2000 and 2001, the effects on earnings
(loss) per share of the $42,007,765 and $40,150,000 aggregate principal amount
of 10% convertible notes, respectively, would have been antidilutive and
therefore are not included in the computations.

For the three months ended March 31, 2000, there were outstanding 4,832,347
stock options and 870,251 warrants not included in the computation of diluted
earnings per share of common stock because the options' and warrants' exercise
prices were greater than the average market price of the common shares. For the
three months ended March 31, 2001, there were outstanding 512,347 stock options
and 1,180,251 warrants not included in the computation of diluted earnings
(loss) per share of common stock because the options' and warrants' exercise
prices were greater than the average market price of the common shares.

                                       5
<PAGE>   6

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

                                             December 31,          March 31,
                                                2000                2001
                                         -----------------    ----------------

Trade accounts receivable                $      55,772,588    $     50,341,898
Allowance for doubtful accounts                 (4,836,105)         (5,399,762)
                                         -----------------    ----------------
                                                50,936,483          44,942,136
Other accounts receivable                        5,293,007           6,878,820
                                         -----------------    ----------------
                                         $      56,229,490    $     51,820,956
                                         =================    ================

Included in other accounts receivable at December 31, 2000, is a receivable from
ITC.net, an entity which the Company has a minority interest in and is related
through common ownership, in the amount of $1.6 million. Included in other
accounts receivable at March 31, 2001, is a receivable from ITC.net in the
amount of $2.6 million.

In April 1998, the Company formed an independently owned special purpose
securitization entity, Technology Acceptance Corp., that was established solely
to participate in a $150.0 million accounts receivable securitization program.
The Company formed the special purpose entity to acquire and hold designated
accounts receivable from the Company and to issue collateralized notes to third
party investors. Through December 1998, the Company sold approximately $140.0
million of its accounts receivable to this entity under the program. As a result
of the devaluation of the REAL in January 1999, the securitization program
became in default. While the program remains in default, the Company is not
allowed to transfer additional accounts receivable to the special purpose entity
other than pursuant to its repurchase obligation under the program. The program
remains in default and the Company does not believe that it will be a viable
financing source for it in the future.

Under the terms of the securitization program, the Company is required to
repurchase the accounts receivable sold to the special purpose entity under
certain circumstances. The repurchase obligation may be satisfied by
transferring to the entity, for no additional consideration, an aggregate amount
of additional receivables, the net present value of which is equal to the
repurchase price in exchange for the subject receivables. If the net present
value of the accounts receivable available to affect this substitution is less
than the repurchase price thereof, then a cash payment must be paid for the
excess of the repurchase price over the net present value of the additional
accounts receivable transferred to the special purpose entity. As a result of
the structure of the program, at March 31, 2001, there is a contingent liability
in the amount of approximately $33.4 million which represents the balance, at
face value, of the accounts receivable sold to the special purpose entity. The
Company maintains an allowance for doubtful accounts on its balance sheet with
respect to the sold accounts receivable.

In March 2001, the Company purchased a principal amount of $2.2 million of the
Global Medium Term Notes issued by Technology Acceptance Corp. at face value.
The Company paid for the notes by issuing four year 9% debentures amortizing
monthly beginning April 2001, which are included in short-term and long-term
debts. In addition, the Company has established an allowance for doubtful
collection of the global medium term notes which is included in other expenses.

NOTE 4 - INVENTORIES

Inventories are summarized as follows:

                                               December 31,      March 31,
                                                  2000             2001
                                          ----------------   --------------

Finished goods                            $      5,813,924   $    2,355,649
Work in process                                    419,896          215,320
Components in the factory                        8,070,123        5,567,816
Components in transit                            2,583,735          898,878
                                          ----------------   --------------
                                                16,887,678        9,037,663
Less allowance for obsolescence                   (308,381)        (743,916)
                                          ----------------   --------------
                                          $     16,579,297   $    8,293,747
                                          ================   ==============


                                       6
<PAGE>   7

NOTE 5 - COMPREHENSIVE INCOME

The Company applies the principles of Statement of Financial Accounting
Standards No. 130 ("SFAS 130"), "Reporting Comprehensive Income" which
establishes rules for the reporting and presentation of comprehensive income and
its components. The Company's comprehensive income (loss) is comprised of net
income (loss) adjusted for foreign currency translation. For the three months
ended March 31, 2000, the Company had comprehensive net income of $2.3 million
as compared to a reporting net income of $14,850. Comprehensive net income
includes a cumulative translation adjustment of $2.3 million associated with the
translation of the Company's subsidiary financial statements to the U.S. Dollar.
For the three months ended March 31, 2001, the Company had a comprehensive loss
of $27.7 million as compared to a reporting net loss of $19.3 million. The
comprehensive loss includes a cumulative translation adjustment of $8.4 million
associated with the translation of the Company's subsidiary financial statements
to the U.S. Dollar.

NOTE 6 - FACTORY FIRE

In January 2001, the Company's subsidiary, Microtec, experienced a fire at its
factory located in the Brazilian state of Bahia. The fire affected Microtec's
primary manufacturing lines and caused an interruption of productive capacity
for three days until Microtec was able to establish temporary manufacturing
lines in its other facility. Although productive capacity has been returned, the
Company has experienced difficulty replacing inventory items that require long
lead times and require a lengthy importation process into Brazil which has
affected the Company's timing for delivery of orders.

The Company has filed an insurance claim for approximately $8.1 million
including $1 million for business interruption. As of March 31, 2001, the
Company had received payments of approximately $6.1 million toward the insurance
claim and has a receivable due of approximately $2.0 million for the balance.

Loss on factory fire for the three month period ended March 31, 2001 consists of
the following:

Net book value of fixed assets destroyed                     $    3,283,795
Inventory loss and adjustments                                    8,339,143
Accounts receivable credits and adjustments                       1,832,622
                                                             -----------------
                                                                 13,455,560
Less insurance recoveries                                        (7,079,145)
                                                             -----------------
                                                                  6,376,415
Business interruption income net of related expenses               (522,217)
                                                             -----------------
Loss on factory fire, net                                    $    5,854,198
                                                             =================

NOTE 7 - OTHER EXPENSES

Included in other expenses for the three month period ended March 31, 2001 are
the following:

Write-off of Gateway Territorial Rights Agreement         $    4,206,588
Write-off of deferred financing fees                             463,552
Allowance for global medium term notes                         2,200,000
                                                          -----------------
                                                          $    6,870,140
                                                          =================

NOTE 8 - GATEWAY LITIGATION

On March 9, 2001, the Company filed a lawsuit against Gateway in the United
States District Court for the Southern District of Florida for fraud, negligent
misrepresentation and breach of contract. The Company believes that Gateway
fraudulently induced it to enter into the September 1999 convertible loan
agreement. In particular, Gateway represented to the Company that it would make
certain investments in the Company according to a capital plan presented by the
Company to Gateway, provide savings in cost of goods sold, and provide the
Company with use of the Gateway brands and trademarks, among other things.
During the term of the relationship, the Company believes that Gateway is and
has been in breach of these contractual obligations.

Gateway has responded to the Company's lawsuit in Miami with a separate lawsuit
in New York claiming the Company is in default on approximately $41 million of
loans made to the Company. The Company believes the Gateway suit is without

                                       7
<PAGE>   8

merit and is asking the court by way of its suit that the loan agreements be set
aside until the Company's claims are resolved. The Company is in discussions
with Gateway in an attempt to settle the dispute. As discussed below, the
failure of the Company to reach an amicable settlement of the dispute could
cause cross defaults on the Company's other debt obligations and may cause
senior secured creditors to act on their collateral which would have a material
adverse effect on the Company.

As of March 31, 2001, the Company had outstanding short-term indebtedness from
third party lenders of $67.2 million. $40.8 million of such debt is with
Gateway, is beyond the stated maturity date, is convertible, and is currently in
dispute. $8.7 million of such debt it to a related party, is convertible debt,
and is due in May 2001. $6.9 million of such debt is to a related party, is
convertible debt, and is due on demand with 90 days notice. $6.7 million is to a
related party, is senior secured debt, and due on demand with 90 days notice.
The remaining $4.1 million of outstanding indebtedness is due on or before March
31, 2002. The Company will be required to repay any or all of this indebtedness,
including any unconverted portion, either through internally generated funds or
third party financing or through refinancing of the indebtedness with the
lenders. The Company's ability to repay the indebtedness from internally
generated funds or through refinancing will depend in part upon the Company's
future performance which will be subject to economic, financial, and other
factors including the determination of the Company's relationship with Gateway,
many of which are beyond the Company's control. Any ability to access third
party financing to repay this indebtedness will also be substantially dependent
on conditions in the financial markets which are subject to fluctuations and
factors outside of the control of the Company and may be subject to a
determination of the Company's relationship with Gateway. Adequate funds may not
be available when needed or may not be available on terms favorable to the
Company. If additional funds are raised by issuing equity securities or related
instruments with conversion or warrant features, dilution to the existing
shareholders of the Company may result. If funding is insufficient, the Company
may be required to delay, reduce the scope of or eliminate some or all of its
expansion programs or the Company may default under its existing indebtedness,
or become insolvent and seek protection under applicable creditors rights laws,
any of which would harm the Company's business. The level of the Company's
indebtedness affects:

         o  its vulnerability to adverse economic and industry conditions;
         o  its ability to obtain additional financing for future working
            capital expenditures, general corporate and other purposes; and
         o  the dedication of a substantial portion of its future cash flow from
            operations to the payment of principal and interest on indebtedness,
            thereby reducing the funds available for operations and future
            business opportunities.

As a result of the Gateway litigation, the Company has recorded a charge of
approximately $4.7 million which includes $4.2 million for the unamortized
portion of the acquisition fee for the Gateway Territorial Rights Agreement and
approximately $0.5 million for deferred financing fees. (See Note 7)

                                       8
<PAGE>   9




ITEM 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE
INFORMATION CONTAINED IN THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND THE
NOTES THERETO APPEARING ELSEWHERE IN THIS REPORT.

         In this report, the terms "company," "Vitech," "we," "us," and "our"
refer to Vitech America, Inc., a Florida corporation, and, unless the context
otherwise requires, "common stock" refers to the common stock, no par value, of
Vitech America, Inc.

RESULTS OF OPERATIONS

         The following table sets forth for the periods indicated certain line
items from our consolidated statement of operations as a percentage of our
consolidated net sales:

<TABLE>
<CAPTION>
                                                          Three Months Ended March 31,
                                          -------------------------------------------------------------
                                                     2000                              2001
                                          ----------------------------      ---------------------------
<S>                                           <C>              <C>           <C>                <C>
Net sales                                     $ 22,560,161     100%          $  11,435,500      100%
Cost of sales                                   15,052,880    66.7               8,051,496     70.4
Gross profit                                     7,507,281    33.3               3,384,004     29.6
Selling, general and
  administrative expenses                        6,179,169    27.4               6,125,865     53.6
Income (loss) from operations                    1,328,112     5.9              (2,741,861)   (24.0)
Interest and financing expense, net              2,857,563    12.7               2,173,643     19.0
Loss on factory fire, net                                -      -                5,854,198     51.2
Other expenses                                           -      -                6,870,140     60.0
Foreign currency exchange loss (gain)           (1,544,301)   (6.8)              1,695,833     14.8
Net income (loss)                                   14,850    0.01             (19,338,512)  (169.1)
</TABLE>


         Net sales decreased by $11.2 million, or 49.6%, to $11.4 million for
the three months ended March 31, 2001, as compared to $22.6 million for the
comparable fiscal period in 2000. For the three months ended March 31, 2001, we
sold approximately 11,000 personal computer units as compared to approximately
14,000 personal computer units during 2000. Such decreases were primarily
attributable to the fire which occurred at our factory on January 6, 2001 which
caused an interruption in our production and destroyed critical inventory items
that have long lead times for replacement. Also contributing to the decreases
was our inability to access adequate working capital to finance the replacement
of inventory timely. Although we had insurance to cover the inventory losses, it
took over 60 days to receive the first insurance payments.

         Cost of sales during the three months ended March 31, 2001 decreased by
$7.0 million to $8.1 million as compared to $15.1 million for the comparable
fiscal period in 2000. The increase in cost of sales as a percentage of net
sales was primarily attributable to the devaluation of the Brazilian currency,
the REAL, during the quarter. A high percentage of our net sales were from
deliveries of our backlog which contains sales contracts at fixed prices in REAL
and which were priced when the REAL was stronger against the US dollar. Delays
in fulfilling these contracts due to the fire have caused increased cost of
sales. The increase in cost of sales as a percentage of net sales was also
attributable to the downward pressures on our unit sales prices as expressed in
U.S. Dollars which exceeded decreases in component costs.

         Selling, general, and administrative expenses decreased by $53,304, or
0.9%, to $6.1 million for the three months ended March 31, 2001, as compared to
$6.2 million for the comparable fiscal period in 2000. The decrease was
primarily attributable to the reduced level of sales. Selling, general, and
administrative expense as a percentage of net sales was 53.6% for the three
months ended March 31, 2001, compared to 27.4% for the comparable fiscal period
in 2000. Such increase was primarily attributable to the decreased level of net
sales.

         Income (loss) from operations decreased by $4.0 million, or 308%, to a
loss of $2.7 million for the three months ended March 31, 2001, as compared to
income from operations of $1.3 million for the comparable fiscal period in 2000.
Such decrease was primarily attributable to the decrease in net sales.

         Interest and financing expense, net decreased by $683,920, or 23.6%, to
$2.2 million for the three months ended March 31, 2001, as compared to $2.9
million for the comparable fiscal period in 2000. The decrease in interest and
financing expense was primarily attributable to a reduction in our cost of
financing. Interest and financing expense as a percentage of net sales increased
to 19% for the three months ended March 31, 2001 from 12.7% for the comparable
fiscal period in 2000.

                                       9
<PAGE>   10

         During the three months ended March 31, 2001, we incurred a loss of
$5.9 million associated with our January factory fire and charges totaling $6.9
associated with our litigation with Gateway and our purchase of the global
medium term notes.

         During the three months ended March 31, 2001, we experienced a foreign
currency exchange loss of $1.7 million, or 14.8% of net sales, associated with
certain U.S. Dollar denominated monetary assets and liabilities of our Brazilian
operations. During the period, the REAL depreciated from R$1.951 per U.S.$1.00
to R$2.153 per U.S.$1.00. This is compared to a foreign currency exchange gain
of $1.5 million, or 6.8% of net sales for the comparable fiscal period in 2000.

         We had a net loss for the three months ended March 31, 2001 of $19.3
million as compared to net income of $14,850 for the comparable fiscal period in
2000.

LIQUIDITY AND CAPITAL RESOURCES

         During the first quarter of 2001 our primary cash requirements were to
fund our net loss. During the first quarter of 2001, we principally used cash
flow from operations and insurance proceeds to satisfy our working capital
requirements.

         At March 31, 2001, we had a working capital deficit of $20.2 million
compared to $6.5 million at December 31, 2000. This decrease in working capital
was primarily attributable to reductions in our current assets and our inability
to gain access to new financing. We had a commitment for a $45.0 million senior
credit facility to be funded in the first quarter of 2001 which did not close as
a result of our inability to get Gateway to give their waiver and consent to the
financing which was required pursuant to the covenants in their loan agreement.

         Net cash used in operating activities during the first quarter of 2001
was $3.1 million as compared to $4.2 million in cash provided from operating
activities during the comparable fiscal period in 2000. The decrease was
primarily attributable to our decrease in sales and net loss.

         Net cash provided from investing activities was $3.3 million during the
first quarter of 2001 as compared to $763,060 in cash used in investing
activities during the comparable fiscal period in 2000 and was the result of
insurance recovery from assets destroyed in the fire. Net cash used in financing
activities was $366,960 during the first quarter of 2001 as compared to $1.3
million in cash provided from financing activities during the comparable fiscal
period in 2000. The decrease resulted primarily from the repayment of short-term
debt borrowings from banks in Brazil.

         We have a $1.0 million trade finance facility with Eastern National
Bank in Miami, Florida and $1.0 million working capital facility with Merrill
Lynch. The facilities are secured by liens on certain assets owned by us and by
personal guarantees from our principals. As of March 31, 2001, there was $1.0
million owed under Merrill Lynch facility and a contingency of approximately
$827,000 for letters of credit opened under the Eastern National Bank Facility.

         As of March 31, 2001, we had approximately $1.1 million in short-term
borrowings from various banks in Brazil with rates of interest averaging 2.5%
per month and maturing on a revolving basis. As of March 31, 2001, we had
available approximately $2.0 million in unused credit facilities at various
banks in Brazil at rates of approximately 2.5% per month and subject to certain
collateral requirements as defined.

         In April 1998, we formed an independently owned special purpose
securitization entity that was established solely to participate in a $150.0
million accounts receivable securitization program. We formed the special
purpose entity to acquire and hold designated accounts receivable from us and to
issue collateralized notes to third party investors. Through December 1998, we
sold approximately $140.0 million of our accounts receivable to this entity
under the program. As a result of the devaluation of the REAL in January 1999,
the securitization program became in default. While the program remains in
default, we are not allowed to transfer additional accounts receivable to the
special purpose entity other than pursuant to our repurchase obligation under
the program. The program remains in default and we do not believe that it will
be a viable financing source for us in the future.

         Under the terms of the securitization program, we are required to
repurchase the accounts receivable sold to the special purpose entity under
certain circumstances. The repurchase obligation may be satisfied by
transferring to the entity, for no additional consideration, an aggregate amount
of additional receivables, the net present value of which is equal to the
repurchase price in exchange for the subject receivables. If the net present
value of the accounts receivable available to affect this substitution is less
than the repurchase price thereof, then a cash payment must be paid for the
excess of the repurchase price over the net present value of the additional
accounts receivable transferred to the special purpose entity. As a result of
the structure of the program, at March 31, 2001, there is a contingent liability
in the amount of approximately $33.4 million

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<PAGE>   11

which represents the balance, at face value, of the accounts receivable sold to
the special purpose entity. We maintain an allowance for doubtful accounts on
our balance sheet with respect to the sold accounts receivable.

         In March 2001, we purchased a principal amount of $2.2 million of the
Global Medium Term Notes issued by Technology Acceptance Corp. at face value. We
paid for the notes by issuing four year 9% debentures that amortize on a monthly
basis. In addition, we established an allowance for doubtful collection of the
global medium term notes which is included in other expenses.

         As of March 31, 2001, we had $22.3 million in loans from a related
party. $6.9 million of the loans are evidenced by a promissory note, bear
interest at the annual rate of 10%, are payable upon demand with 90 days notice
and, at the maker's option, can be exchanged for a convertible note, convertible
at $9.25 per share, should the loan not be repaid on demand. In connection with
the loan, we issued four year warrants to purchase 300,000 shares of our common
stock at a purchase price of $9.25 per share. $6.7 million of the loans bear
interest at the annual rate of 10%, are payable upon demand with 90 days notice,
and are collateralized by a security interest in all of our assets including the
stock of our operating subsidiary in Brazil. $8.7 million of the loans are
convertible notes bearing interest at the annual rate of 10%, maturing in May
2001, and convertible into shares of our common stock at $5.29, subject to
adjustment in certain events. These notes are more fully described in the
following paragraph.

         In May 1999, we completed a private placement of a $10.0 million
convertible debenture. The debenture is a two year 10% note convertible into our
common stock at an initial conversion price of $11.00. The debenture contains a
provision whereby the holder may require us to repurchase the debenture at a
premium price equal to an annualized rate of 116% of the principal amount.
Should the holder elect to require us to repurchase the debentures, we may repay
the debentures in four equal monthly payments. If we elect not to repurchase the
notes, the conversion price of the debentures will be adjusted to equal 85%
times the market price, as defined, at the time of conversion. We issued 100,000
warrants to purchase shares of our common stock in connection with this
financing and 36,364 warrants to the placement agent. In June 2000, the holders
of the debentures exercised their right to require us to repurchase the
debentures at a price equal to 116% of the principal amount over a four month
period. In June 2000, we repurchased $2.5 million of the principal amount at the
repurchase price of $2.9 million. In July 2000, a related party purchased the
balance of the debentures from the holders including the rights to the 16%
re-purchase premium, representing a total of $8.7 million. As a result of this
transaction, we incurred a financing expense in July equal to the premium of
$1.2 million. As an incentive for the related party to purchase the debentures,
we adjusted the initial conversion price to $5.29 and extended the provision
whereby the holder may require us to repurchase the debentures at a premium.
This provision allows the holder, at their option, to require us to repurchase
the notes at an annualized premium of 16%. This option is available to the
holder on a quarterly basis.

         In September 1999, we formed a strategic alliance with Gateway which
resulted in a $31.0 million investment by Gateway. Pursuant to a convertible
loan agreement, the investment was in the form of a 10% Convertible Promissory
Note. The note bears interest at 10% per annum with interest payable quarterly.
The note matured on March 16, 2001. The Note is initially convertible at $11.02
subject to adjustment. Each of William C. St. Laurent and Georges C. St.
Laurent, III, our President and Chief Executive Officer, have personally
guaranteed $11.0 million of the note. We also granted an option, exercisable at
our election, to acquire certain exclusive territorial rights in Brazil, and
other rights, from Gateway. For this option, we issued 538,284 shares of our
common stock to Gateway.

         We have also granted an option to Gateway, exercisable until September
16, 2001, to engage in the following transactions with us: (i) extend an
additional $40.0 million convertible loan to us on the same terms and conditions
as the initial $31.0 million note, with a conversion price equal to the lower of
(x) $11.02 per share or (y) a 20% premium over the then market value of our
common stock as defined in the agreement and/or (ii) enter into a merger
agreement whereby our shareholders have the option to (x) exchange their shares
for $14.00 per share in cash or (y) receive one share of a new callable and
putable common stock. The new stock shall have a call provision whereby Gateway
will have the right to call 100%, but not less than 100% of the new stock,
including all vested options, which it does not already own, at a price which
shall be determined by our performance. The new stock shall also have a put
provision whereby the new stockholders will have the right to put annually to
Gateway 100%, but not less than 100% of their new stock, including all vested
dilutive options and warrants, at a price which shall be determined by our
performance.

         In March 2000, we entered into a $10.0 million loan agreement with
Gateway for the purchase of components. The one year loan bears interest at 10%
per year payable quarterly. At the option of Gateway, the principal and/or
interest on the note is convertible into our common stock if not repaid by us at
maturity by dividing the conversion amount by the weighted daily average bid
price per share of our common stock during the 30 consecutive day trading
period, immediately before the date of determination. The conversion price is
subject to adjustments for stock splits, stock dividends and other similar
transactions. At March 31, 2001, the outstanding balance under this loan
agreement was approximately $9.8 million.

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<PAGE>   12

         On March 9, 2001, we filed a lawsuit against Gateway in the United
States District Court for the Southern District of Florida for fraud, negligent
misrepresentation and breach of contract. We believe that Gateway fraudulently
induced us to enter into the September 1999 convertible loan agreement. In
particular, Gateway represented to us that it would make certain investments in
Vitech according to a capital plan presented by us to Gateway, provide savings
in cost of goods sold, and provide us with use of the Gateway brands and
trademarks, among other things. During the term of the relationship, we believe
that Gateway is and has been in breach of these contractual obligations.

         Gateway has responded to our lawsuit in Miami with a separate lawsuit
filed in New York claiming that we are in default on $41 million of the loans
made to us. We believe the Gateway suit is without merit and we are asking the
court by way of our suit that the loan agreements be set aside until our claims
are resolved. We are in discussions with Gateway in an attempt to settle the
dispute. If we fail to reach an amicable settlement of the dispute, it could
cause cross defaults on our other debt obligations and may cause some of our
senior secured creditors to act on their collateral which would have a material
adverse effect on us.

         As of March 31, 2001, we had outstanding indebtedness from third party
lenders of $67.2 million. $40.8 million of such debt is with Gateway, is beyond
the stated maturity date, is convertible, and is currently in dispute. $8.7
million of such debt it to a related party, is convertible debt, and is due in
May 2001. $6.9 million of such debt is to a related party, is convertible debt,
and is due on demand with 90 days notice. $6.7 million is to a related party, is
senior secured debt, and due on demand with 90 days notice. The remaining $4.1
million of outstanding indebtedness is due on or before March 31, 2002. We will
be required to repay any or all of this indebtedness, including any unconverted
portion, either through internally generated funds or third party financing or
through refinancing of the indebtedness with the lenders. Our ability to repay
the indebtedness from internally generated funds or through refinancing will
depend in part upon our future performance which will be subject to economic,
financial, and other factors including the determination of our relationship
with Gateway, many of which are beyond our control. Any ability to access third
party financing to repay this indebtedness will also be substantially dependent
on conditions in the financial markets which are subject to fluctuations and
factors outside of our control and may be subject to a determination of our
relationship with Gateway. Adequate funds may not be available when needed or
may not be available on terms favorable to us. If additional funds are raised by
issuing equity securities or related instruments with conversion or warrant
features, dilution to our existing shareholders may result. If funding is
insufficient, we may be required to delay, reduce the scope of or eliminate some
or all of our expansion programs or we may default under our existing
indebtedness, or become insolvent and seek protection under applicable creditors
rights laws, any of which would harm our business. The level of our indebtedness
affects:

         o  our vulnerability to adverse economic and industry conditions;
         o  our ability to obtain additional financing for future working
            capital expenditures, general corporate and other purposes; and
         o  the dedication of a substantial portion of our future cash flow from
            operations to the payment of principal and interest on indebtedness,
            thereby reducing the funds available for operations and future
            business opportunities.

         As a result of the Gateway litigation, we have recorded a charge of
approximately $4.7 million which includes $4.2 million for the unamortized
portion of the acquisition fee for the Gateway Territorial Rights Agreement and
approximately $0.5 million for deferred financing fees.

         In January 2001, we experienced a fire at our factory located in the
Brazilian state of Bahia. The fire affected our primary manufacturing lines and
caused an interruption of our productive capacity for three days until we were
able to establish temporary manufacturing lines in our other facility. Although
our productive capacity has been returned, we have experienced difficulty
replacing inventory items that require long lead times and require a lengthy
importation process into Brazil which has affected the timing for delivery of
our orders.

         We have filed an insurance claim for approximately $8.1 million
ncluding $1.0 million for business interruption. As of March 31, 2001, we have
received payments of approximately $6.1 million toward the insurance claim and
have a receivable due of approximately $2.0 million for the balance. As a result
of the fire, we have incurred net losses of $5.9 million for inventory,
manufacturing equipment, and credits due to customers for delays in the delivery
of orders.

IMPACT OF INFLATION ON RESULTS OF OPERATIONS, LIABILITIES AND ASSETS

         For many years prior to July 1994, the Brazilian economy was
characterized by high rates of inflation and devaluation of the REAL against the
U.S. Dollar and other currencies. However, since the implementation in July of
1994 of the Brazilian government's latest stabilization plan, the "REAL Plan",
inflation, while continuing, has been significantly reduced.

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<PAGE>   13

We have no assurance that the REAL Plan or current strategies will continue to
be effective at combating inflation. Inflation affects us by increasing the cost
of goods and services we use in the operation of our business and by increasing
our financing costs. The reaction of the Brazilian government to economic
uncertainties such as rising inflation can lead to adverse conditions for our
business.

HEDGING ACTIVITIES

         Although our consolidated financial statements are presented in U.S.
Dollars in accordance with U.S. generally accepted accounting principles, our
transactions are consummated in both the REAL and the U.S. Dollar. Inflation and
fluctuations in exchange rates have had, and may continue to have, an effect on
our results of operations and financial condition. Currently, we are not engaged
in any hedging activities. We are, however, analyzing our exposure to currency
risks and developing a plan to use hedging activities to offset currency risks
as deemed appropriate. Any significant devaluation, such as occurred during the
first quarter of 1999, of the REAL relative to the U.S. Dollar would have a
material adverse effect on our operating results.

FOREIGN CURRENCY TRANSLATION

         Our financial statements have been prepared in accordance with U.S.
generally accepted accounting principles and are stated in U.S. Dollars. Until
December 31, 1997, amounts in REAL were re-measured into U.S. Dollars in
accordance with the methodology set forth in Statement of Financial Accounting
Standards No. 52 ("SFAS 52") as it applies to entities operating in highly
inflationary economies. The assets and liabilities of our subsidiaries were
translated into U.S. Dollars at exchange rates in effect at the balance sheet
date for monetary items and at historical rates for non-monetary items. Revenue
and expense accounts are translated at the average exchange rate in effect
during each month, except for those accounts that relate to non-monetary assets
and liabilities which are translated at historical rates.

         Effective January 1, 1998, we determined that Brazil ceased to be a
highly inflationary economy under SFAS 52. Accordingly, as of January 1, 1998,
we began using the REAL as the functional currency of our Brazilian
subsidiaries. As a result, all assets and liabilities are translated into
Dollars at period-end exchange rates and all income and expense items are
translated into U.S. Dollars at the average exchange rate prevailing during the
period. Any translation adjustments are reflected as a component of
shareholders' equity.

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                              II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         On March 9, 2001, we filed a lawsuit against Gateway in the United
States District Court for the Southern District of Florida for fraud, negligent
misrepresentation and breach of contract. We believe that Gateway fraudulently
induced us to enter into the September 1999 convertible loan agreement. In
particular, Gateway represented to us that it would make certain investments in
Vitech according to a capital plan presented by us to Gateway, provide savings
in cost of goods sold, and provide us with use of the Gateway brands and
trademarks, among other things. During the term of the relationship, we believe
that Gateway is and has been in breach of these contractual obligations.

         Gateway has responded to our lawsuit in Miami with a separate lawsuit
filed in New York claiming that we are in default on $41 million of the loans
made to us. We believe the Gateway suit is without merit and we are asking the
court by way of our suit that the loan agreements be set aside until our claims
are resolved. We are in discussions with Gateway in an attempt to settle the
dispute. If we fail to reach an amicable settlement of the dispute, it could
cause cross defaults on our other debt obligations and may cause some of our
senior secured creditors to act on their collateral which would have a material
adverse effect on us.

         As of March 31, 2001, we had outstanding indebtedness from third party
lenders of $67.2 million. $40.8 million of such debt is with Gateway, is beyond
the stated maturity date, is convertible, and is currently in dispute. $8.7
million of such debt it to a related party, is convertible debt, and is due in
May 2001. $6.9 million of such debt is to a related party, is convertible debt,
and is due on demand with 90 days notice. $6.7 million is to a related party, is
senior secured debt, and due on demand with 90 days notice. The remaining $4.1
million of outstanding indebtedness is due on or before March 31, 2002. We will
be required to repay any or all of this indebtedness, including any unconverted
portion, either through internally generated funds or third party financing or
through refinancing of the indebtedness with the lenders. Our ability to repay
the indebtedness from internally generated funds or through refinancing will
depend in part upon our future performance which will be subject to economic,
financial, and other factors including the determination of our relationship
with Gateway, many of which are beyond our control. Any ability to access third
party financing to repay this indebtedness will also be substantially dependent
on conditions in the financial markets which are subject to fluctuations and
factors outside of our control and may be subject to a determination of our
relationship with Gateway. Adequate funds may not be available when needed or
may not be available on terms favorable to us. If additional funds are raised by
issuing equity securities or related instruments with conversion or warrant
features, dilution to our existing shareholders may result. If funding is
insufficient, we may be required to delay, reduce the scope of or eliminate some
or all of our expansion programs or we may default under our existing
indebtedness, or become insolvent and seek protection under applicable creditors
rights laws, any of which would harm our business. The level of our indebtedness
affects:

         o  our vulnerability to adverse economic and industry;
         o  our ability to obtain additional financing for future working
            capital expenditures, general corporate and other purposes; and
         o  the dedication of a substantial portion of our future cash flow from
            operations to the payment of principal and interest on indebtedness,
            thereby reducing the funds available for operations and future
            business opportunities.

         As a result of the Gateway litigation, we have recorded a charge of
approximately $4.7 million which includes $4.2 million for the unamortized
portion of the acquisition fee for the Gateway Territorial Rights Agreement and
approximately $0.5 million for deferred financing fees.

ITEM 2. CHANGES IN SECURITIES

        None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        As discussed in ITEM 1 "Litigation", we are in default on our
indebtedness to Gateway.

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

        None.



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<PAGE>   15
ITEM 5. OTHER INFORMATION

        None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits required by item 601 of Regulation S-K

         The following exhibits are filed as part of this report:

         Exhibits:

         None.

(b)  Reports on Form 8-K.

         On March 16, 2001, we filed a report on Form 8-K disclosing our
litigations with Gateway that commenced on March 9, 2001.




                                       15
<PAGE>   16

                                    SIGNATURE

         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.

Vitech America, Inc.

By:   /s/ Edward A. Kelly
     ------------------------------
Edward A. Kelly
Chief Financial Officer
(authorized officer and chief accounting officer)

Date:  May 15, 2001


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