SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549

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

                                    FORM  10-Q/A

             [X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF
                       THE  SECURITIES  EXCHANGE  ACT  OF  1934
                     FOR  THE  PERIOD  ENDED  MARCH  31,  2000

                                       OR

              [  ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)
                     OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934
                  FOR  THE  TRANSITION  PERIOD  FROM  ______  TO  ______

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

                         Commission  file  number  0-18160

                            OMNI  NUTRACEUTICALS,  INC.
             (Exact  name  of  registrant  as  specified  in  its  charter)

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

             UTAH                                        87-0468225
    (State of incorporation)                (I.R.S. Employer Identification No.)

                              5310  Beethoven  Street
                          Los  Angeles,  California  90066
                    (Address  of  principal  executive  offices)

                  Registrant's  telephone  number:  (310)  306-3636

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

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:
                                       ---     ---

The number of shares of the registrant's Common Stock, par value $.01 per share,
outstanding  as  of  May  17,  2000  was  31,207,565.


                                        1
<PAGE>
                           Omni  Nutraceuticals,  Inc.
                               Index  to  Form  10-Q

PART I.  FINANCIAL INFORMATION                                              PAGE

Item  1.  Financial  Statements:                                              4

   Condensed  Consolidated  Balance  Sheets  as  of  March  31,  2000
   (unaudited) and  December  31,  1999                                       4

   Condensed  Consolidated  Statements  of  Operations  for  Three
   Months  Ended  March  31,  2000  and  1999 (unaudited)                     5

   Condensed  Consolidated  Statements  of  Cash  Flows  for  Three
   Months  Ended  March  31,  2000  and  1999 (unaudited)                     6

   Notes  to  Condensed  Consolidated  Financial  Statements                  7

Item  2.  Management's  Discussion  and  Analysis  of  Financial
         Condition  and  Results  of  Operations                              13

PART  II.  OTHER  INFORMATION

Item  1.  Legal  Proceedings                                                  17

Item  2.  Changes  in  Securities  and  Use  of  Proceeds                     17

Item  3.  Defaults Upon Senior Securities                                     18

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders         18

Item  5.  Other  Matters                                                      18

Item  6.  Exhibits  and  Reports  on  Form  8-K                               18

         SIGNATURES                                                           19


                                        2
<PAGE>
THIS  QUARTERLY REPORT ON FORM 10-Q INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN
THE  MEANING  OF  SECTION  27A  OF  THE  SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES  ACT")  AND  SECTION  21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT"). ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL
FACTS  INCLUDED  IN  THIS QUARTERLY REPORT, INCLUDING, WITHOUT LIMITATION, THOSE
REGARDING  THE  COMPANY'S  FINANCIAL  POSITION,  BUSINESS, MARKETING AND PRODUCT
INTRODUCTION  AND  DEVELOPMENT  PLANS  AND  OBJECTIVES  OF MANAGEMENT FOR FUTURE
OPERATIONS,  ARE  FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT
THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT
CAN  GIVE  NO  ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT.
IMPORTANT  FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE
COMPANY'S  EXPECTATIONS  ("CAUTIONARY  STATEMENTS")  ARE  DISCLOSED UNDER "RISKS
RELATED TO THE BUSINESS OF 4HEALTH" AND ELSEWHERE IN THE COMPANY'S ANNUAL REPORT
ON FORM 10-K AND IN "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND  RESULTS  OF  OPERATIONS" AND ELSEWHERE IN THE ANNUAL REPORT. ALL SUBSEQUENT
WRITTEN  AND  ORAL  FORWARD-LOOKING  STATEMENTS  ATTRIBUTABLE  TO THE COMPANY OR
PERSONS  ACTING  ON  BEHALF  OF  THE  COMPANY,  ARE EXPRESSLY QUALIFIED IN THEIR
ENTIRETY  BY  THE  CAUTIONARY  STATEMENTS.

                                        3
<PAGE>
PART  I.          FINANCIAL  INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS


                          OMNI  NUTRACEUTICALS  INC.
                  CONDENSED  CONSOLIDATED  BALANCE  SHEETS



<TABLE>
<CAPTION>

<S>                                        <C>           <C>
                                           March 31      December 31
                                              2000          1999
                                           (unaudited)
                                           ------------  ------------

CURRENT ASSETS
Cash and Cash Equivalents                    1,330,000
Accounts Receivable, net                     5,308,000     6,776,000
Inventories                                  5,814,000     5,972,000
Prepaid Expenses and Other                     415,000       539,000
Current Portion of Notes Receivable             11,000        11,000
                                           ------------  ------------

 Total Current Assets                       12,878,000    13,298,000

Property and Equipment, net                  1,440,000     1,516,000
Trademarks                                  12,573,000    12,798,000
Intangibles                                  2,280,000     2,422,000
Other Assets                                 1,140,000     1,254,000
Notes Receivable, net of Current Portion       436,000       439,000
                                           ------------  ------------
  Total Assets                              30,747,000    31,727,000
                                           ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Cash Overdraft                                       -       165,000
Accounts Payable                             9,010,000     7,176,000
Accrued Liabilities                          1,512,000     2,875,000
Line of Credit                               5,400,000     6,436,000
Current Portion of Term Loan                 2,333,000     2,332,000
Current Portion of Notes Payable                99,000       176,000
Income Taxes Payable                                 -        52,000
Customer Deposits                              450,000       450,000
                                           ------------  ------------

 Total Current Liabilities                  18,804,000    19,662,000

Term Loan, net of Current Portion            9,500,000    10,085,000
Notes Payable, net of Current Portion           98,000       102,000

Minority Interest                                    -             -

 Stockholders' Equity
Shares issueable under legal settlement      1,200,000     1,200,000
Common Stock                                   310,000       274,000
Additional Paid in Capital                  27,150,000    18,008,000
Treasury Stock                                 (50,000)      (50,000)
Deficit                                    (26,265,000)  (17,554,000)
                                           ------------  ------------

 Total Stockholders' Equity                  2,345,000     1,878,000
                                           ------------  ------------

Total Liabilities and Stockholders equity   30,747,000    31,727,000
                                           ============  ============
</TABLE>
                                        4
<PAGE>

                     OMNI  NUTRACEUTICALS  INC.
          CONDENSED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS
                             (UNAUDITED)


<TABLE>
<CAPTION>



<S>                              <C>                  <C>
                                         Three months Ended
                                              March 31,

                                               2000        1999
Net sales                                 7,789,000   6,991,000
Cost of sales                             4,556,000   3,407,000
                                 -------------------  ----------

 Gross Profit                             3,233,000   3,584,000

Costs and Expenses
 Distribution expenses                      586,000     587,000
 Sales and marketing                      4,563,000   1,755,000
 General and administrative               3,739,000   2,045,000
 Depreciation and amortization              655,000     262,000
                                 -------------------  ----------

 Total costs and expenses                 9,543,000   4,649,000

(Loss) from operations                   (6,310,000) (1,065,000)

Other income (expense)
  Interest Income                            13,000      15,000
  Interest Expense                         (465,000)    (75,000)
  Other income (expense)                      1,000     471,000
                                 -------------------  ----------

 Total other income (expense)              (451,000)    411,000
                                 -------------------  ----------
Minority Interest                                 -           -
Net (loss) before income taxes           (6,761,000)   (654,000)

Income tax (benefit)
                                 -------------------  ----------

Net (Loss)                               (6,761,000)   (654,000)

Preferred stock dividends                 1,950,000
                                 -------------------  ----------

Net (Loss) available to common           (8,711,000)   (654,000)
  shareholders                   ===================  ==========

Net (Loss) available to common              (0.30)        (0.02)
  shareholders per share, basic and
  diluted
</TABLE>
                                        5
<PAGE>


                   OMNI  NUTRACEUTICALS  INC.
         CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
                          (UNAUDITED)
<TABLE>
<CAPTION>



<S>                                                     <C>                             <C>
                                                                     Three Months Ended March 31,
                                                                         2000             1999
                                                                     ----------        -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                         (6,761,000)    (654,000)
Adjustments to reconcile net income
 (loss) to net cash provided by
 (used in) operating activities;
  Depreciation and amortization                                              655,000      262,000
  (Gain) loss on disposal of assets                                                -     (481,000)
  Issuance of warrants and options                                            97,000       97,000
  Issuance for shares for services                                         1,770,000
  Amortization of notes from Officers                                              -       36,000
  (Increase) Decrease in;
    Accounts receivable                                                    1,468,000      215,000
    Inventory                                                                158,000      (64,000)
    Prepaid and other                                                        124,000     (629,000)
   Increase (Decrease) in:
    Bank Overdraft                                                          (165,000)
    Accounts payable                                                       1,834,000      699,000
    Accrued Liabilities                                                   (1,363,000)     119,000
    Income Taxes                                                             (52,000)       7,000
                                                                         ------------  -----------

Cash provided by (used in) operating activities                           (2,235,000)    (393,000)

CASH FLOWS FROM INVESTING ACTIVITIES
 Acquisition of fixed assets                                                 (35,000)    (206,000)
 Purchase of Inholtra and HVE                                                          (3,250,000)
 Net proceeds from asset dispositions                                                     479,000
 Decrease in other assets                                                     22,000
 Collections on notes receivable                                               3,000
                                                                        -------------  -----------


Cash used in investing activities                                            (10,000)  (2,977,000)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock                                     2,376,000       85,000
Proceeds from issuance of preferred stock                                  1,900,000
Proceeds from issuance of warrants                                           100,000
Proceeds fom sale of minority interest                                     1,000,000
Repayments of old line of credit                                                       (1,000,000)
Borrowings (repayments) under existing line of credit                     (1,036,000)   4,088,000
Borrowings on long term borrowings
Repayments on long term borrowings                                          (665,000)    (173,000)
Costs incurred with financing                                               (100,000)
                                                                         ------------  -----------

Cash provided by (used in) financing activities                            3,575,000    3,000,000

Net increase (decrease) in cash                                            1,330,000     (370,000)
                                                                         ------------  -----------

Cash and cash equivalents, beginning of period                                     -      426,000

Cash and cash equivalents, end of period                                   1,330,000       56,000
                                                                         ============  ===========

</TABLE>

                                        6
<PAGE>
SUPPLEMENTAL  SCHEDULE  OF  NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES

                                      1999

In  connection with the sale of the Company's facility in Boulder, Colorado, (i)
a  note  receivable  of  $458,000 was  received  from  the  buyer, and (ii)
$1,300,000 of debt was assumed by the buyer.

In  connection  with  the  acquisition  of  Health and Vitamin Express Inc., the
Company  (i)  issued  363,636  shares  of  the  Company's common stock valued at
$2,273,000, and (ii) assumed $571,000 of  debt.

In  connection  with  the  acquisition  of  certain  assets  and  liabilities of
Inholtra,  Ltd., short term debt of $10,000,000 was incurred  by  the  Company.

                                      2000

The  Company recorded a preferred dividend of $1,950,000 related to the issuance
of  preferred  stock  with  a  conversion  rate  below  the  market price of the
Company's  common  stock.

The Company issued 25,000 shares to two directors and recorded a non-cash charge
of  $50,000.

The Company recorded a compensation charge of $1,720,000 related to the transfer
of  personal  shares  from an officer and major shareholder to a departing board
member.

The Company issued 800,000 shares of common stock to a financial consulting firm
for  services  provided in connection with a private placement of 700,000 shares
of  common  stock  for  $2,100,000.



                                        7
<PAGE>
                            Omni Nutraceuticals, Inc.
              Notes to Condensed Consolidated Financial Statements
                        Three Months Ended March 31, 2000
                                   (Unaudited)


Note  1.  BASIS  OF  PRESENTATION

The accompanying unaudited condensed financial statements reflect the results of
operations  for  Omni Nutraceuticals, Inc., and have been prepared in accordance
with  generally accepted accounting principles for interim financial information
and  with  the  instructions  to  Form  10-Q  and  Article 10 of Regulation S-X.
Accordingly,  they  do not include all of the information and footnotes required
by  generally  accepted accounting principles for complete financial statements.
In  the  opinion  of management, all adjustments (consisting of normal recurring
accruals)  considered  necessary  for  a  fair  presentation have been included.
Operating  results  for  the  three-month  period  ended  March 31, 2000 are not
necessarily  indicative  of  the results that may be expected for the year ended
December  31, 2000. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Form 10-K. Certain 1999 amounts
have  been  reclassified  to  conform to 2000 presentation.  For the three-month
period ended March 31, 2000 and March 31, 1999, no common stock equivalents were
included  because  they  would  have  been  anti-dilutive.

NOTE  2.  GOING  CONCERN  ISSUES

In  connection  with the audit for the year ended December 31, 1999, the Company
received  a  report  from  its independent auditors that includes an explanatory
paragraph  describing  the Company's uncertainty to continue as a going concern.
These  condensed  consolidated  financial  statements contemplate the ability to
continue  as such and do not include any adjustments that might result from this
uncertainty.

                                        8
<PAGE>
NOTE  3.  NEW  AUTHORITATIVE  PRONOUNCEMENTS

In  December  1999,  the  SEC staff released Staff Accounting Bulletin (SAB) No.
101,  Revenue  Recognition, to provide guidance on the recognition, presentation
and  disclosure  of  revenue  in financial statements.  Changes in accounting to
apply the guidance in SAB No. 101 may be accounted for as a change in accounting
principle  effective  January  1,  2000.  Management  has not yet determined the
complete  impact  of SAB No. 101 on the Company; however, management does expect
that  application  of  SAB  No. 101 will have a material effect on the Company's
revenue  recognition  and  results  of  operations.


NOTE  4.  CREDIT  FACILITY

The  current  credit  facility  consists of a $13 million (original amount) term
loan  ("Term Loan") and up to a $7 million revolving loan ("Revolving Loan). The
$13,000,000  Term  Loan  is  payable  in quarterly installments of $583,333 that
began October 15, 1999, and which will increase to $750,000 on October 15, 2002,
until  the Loan is paid in full on April 15, 2004. The credit facility agreement
contains  certain  financial  and other covenants or restrictions, including the
maintenance  of  certain  financial ratios, limitations on capital expenditures,
restrictions  on acquisitions, limitations on the incurrence of indebtedness and
restrictions  on  dividends  paid  by  the  Company.

As  of December 31, 1999, the Company was in violation of several covenants. The
Company  agreed  to  certain changes in the agreement and obtained a waiver from
the  lender for these covenants. The Term Loan and Revolving Loan commitment, as
revised,  now  expire  on  April  30,  2001, when the loans are payable in full.
Further,  the term loan amortization payments and interest payments will be made
monthly.  Under  the  proposed  amendment the lender will require the Company to
meet  certain  revised  financial  ratios.  As  of  March  31,  2000 the maximum
additional  credit  available  under  the  borrowing limitations was $1,600,000.

                                        9
<PAGE>
NOTE  5.  CONTINGENCIES

On  December  23,  1999,  a  lawsuit  was  filed against the Company and certain
officers by the former shareholders of Health & Vitamin Express alleging various
causes  of  action.  The  proposed  terms  of  the  settlement provided that the
Company  immediately  issue  the 363,636 shares of common stock which could have
been  issueable to the former shareholders of HVE for future earnings.  As such,
the  Company has estimated and recorded an expense and offsetting contingency of
$1,200,000  in  the  accompanying  balance sheets at March 31, 2000 and December
31,  1999,  in  connection  with this claim.  The final settlement was signed in
April  and  included  a warrant expiring in 2005 to buy 100,000 shares of common
stock for $2.25 per share. During the second quarter, the Company will issue the
shares  and  expects  to  record the transaction by relieving  "Shares issueable
under  legal  settlement"  and  increasing  "Additional  Paid  in  Capital".


NOTE  6.  CAPITAL  TRANSACTIONS

On  January  5, 2000, as compensation for serving on the Board of Directors, the
Company  issued  two  directors 25,000 shares of common stock.  The accompanying
financial  statements  include  a  charge  of  $50,000  to reflect this issue of
shares.

On  January  24, 2000, the Company sold 2,000,000 shares of its newly created 5%
$.01 par Convertible Preferred Stock for $1,900,000 and sold seven year warrants
to purchase 500,000 shares of common stock at $2.25 per share for $100,000.  The
Company  incurred  issuance  costs of $100,000, which consisted of lawyers' fees
and placement agent fees.  On March 24, 2000, the Company converted all of these
preferred  shares,  plus  accrued  dividends, for 2,016,438 shares of its common
stock.   Since  the conversion price of $0.753 per share was significantly below
the  trading  price  of  $1.719 per share of the Company's common stock when the
Preferred was issued, the Company recognized a preferred dividend of $1,950,000,
which  is  reflected  as  a  reduction  in  net  income  available   to   common
stockholders.   In  connection with the placement of the  preferred  shares,  an
officer of the company transferred 222,000 shares of  his personally held common
stock to the investor, as added consideration for the funding.  Pursuant to this
agreement,  the  company  has  attributed  a  portion  of  the proceeds from the
preferred stock to the transfer of the common shares equal to $380,000 which was
the fair market value of common stock at the date of the transaction.  After the
allocation  of  proceeds,  the  net  purchase  price  for  the  preferred  stock
aggregated to  $1,520,000.

                                       10
<PAGE>

Concurrent  with  the  issuance  of  the preferred stock, the company sold a 10%
interest  in  its  wholly  owned  subsidiary,  Health  Zone,  Inc.,  to the same
investors for $1,000.000.  The excess of the investment over the interest in the
subsidiary's  net  equity that was sold has been recorded as an increase in paid
in  capital  on  the  company's  financial  statements.

On March 12, 2000, the company entered into a two year Consulting Agreement with
Liviakis  Financial  Communications,  Inc. ("LFC") and, in connection therewith,
authorized the issuance of 1,200,000 restricted shares of common stock to LFC in
consideration  of, and as a retainer and prepayment for, the consulting services
to  be  rendered  to  the  company  by  LFC. Under the terms granted to LFC, the
company issued 800,000 shares during the current quarter. The balance of 400,000
shares  will  be  due  and  payable in fiscal year 2001 depending on whether the
Company  continues  to  retain  LFC. Pursuant to the provision in the Consulting
Agreement,  LFC is entitled to receive a finders fee in connection with any debt
or  equity financing for the Company from a source introduced to the Company, or
its  nominee  from  LFC, and a finders fee in connection with any acquisition of
the  Company  by any candidate introduced to the Company or its nominee, by LFC.
As  such,  the shares have been recorded as an issuance cost on the accompanying
financial  statements.

On  March 27, 2000 the Company sold 700,000 shares of common stock to individual
investors  organized  by  LFC in a private placement for an aggregate proceed of
$2,100,000.


NOTE  7.  SUBSEQUENT  EVENTS

On March 31, 2000, the Company signed a binding term sheet with Vitamin Discount
Connection  to  purchase  the  company  for 120,000 shares of Omni common stock.
Vitamin  Discount  Connection  is an internet and mail order business that sells
nutritional  supplements  and  health  related  products.

                                       11
<PAGE>

On  April  3,  2000,  the Company signed a binding term sheet with Smart Basics,
Inc.,  DBA  SmartBasics.com.  Under the terms of the agreement, the Company will
pay 170,000 shares of Omni common stock for SmartBasics.com.  SmartBasics.com is
an  internet  and  mail  order  business  that sells nutritional supplements and
health  related  products.

On  April  17, 2000, a majority of the shares were voted to approve changing the
name of the company  to Healthzone.com, Inc.  This name change has not yet taken
effect.

On April 28, 2000, the Company signed a binding letter of intent to purchase the
selected  assets of HealthShop.com for $3,500,000 in value of Omni common stock,
(at  least  838,951  shares  with  up  to  400,000 additional shares issuable if
certain events transpire or occur). HealthShop.com was an internet business that
sold nutritional supplements  and  health  related  products.

On  May  8,  2000 the Company's Term Loan and Revolving Loan agreements with its
principal  lender  were  amended.  As  a  condition  of  the  waiver  of certain
financial  ratios, the amendment changed the expiration dates of both facilities
to  April  30,  2001.  Further, the term loan amortization payments and interest
payments  will be made monthly.  Under the amendment the lender will require the
Company  to  meet  certain  revised  financial  ratios.

                                       12
<PAGE>

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

Effective  March  12, 2000, both the Company's Chairman of the Board, R. Lindsey
Duncan and its President and Chief Executive Officer, Louis Mancini ceased to be
employed.  Mr.  Mancini  was  replaced  by Mr. Klee Irwin as President and Chief
Executive  Officer.  The  Company  believes that  these  changes  in  management
will  not  materially  or  adversely  affect  the  Company.

On  March  12,  2000,  the Board also authorized the termination of that certain
Settlement Agreement dated October 8, 1999, by and among the Company and Mr. And
Mrs.  Klee  Irwin,  and  the  ancillary agreements executed and delivered by the
Company  in  connection  therewith. On October 8, 1999, the Company and Mr. Klee
Irwin  had  entered  into a settlement agreement (the "Settlement Agreement") in
order  to  resolve certain mutual claims that had arisen between the Company and
Mr.  Irwin.

On  April  17, 2000, a majority of the shares were voted to approve changing the
name  of  the company name to Healthzone.com, Inc.  This name change has not yet
taken  effect.

RESULTS  OF  OPERATIONS

OPERATING  RESULTS

Consolidated net sales for the three months ended March 31, 2000 were $7,789,000
with  an  operating  loss  of $6,310,000 and a net loss of $6,761,000, and a net
loss  available  to  common  shareholders  of  $8,711,000  or $.30 per basic and
diluted  share.  Consolidated  net  sales  for the same period in the prior year
were $6,991,000 with  a  operating loss of $1,065,000 and a net loss of $654,000
or $.02 per  basic  and  diluted share.  Total  operating expenses for the three
months were  9,543,000  versus  4,649,000  for  the  same  period  in  1999

                                       13
<PAGE>

SALES

Net  sales  for the three months ended March 31, 2000, increased by $798,000, or
12%, to  $7,789,000  from  $6,991,000  for  the  comparable period in 1999.  The
increase  in  sales  relates  to  the  introduction  of  new  products.

GROSS  PROFIT

Gross profit for the three months ended March 31, 2000 decreased by $351,000, or
10%,  to  $3,233,000,  from  $3,584,000 for the comparable period in 1999. Gross
profits  as  a  percentage  of  sales  for the three months ended March 31, 2000
decreased  to 42% from 52% in the comparable period in 1999. The decrease during
the  quarter  in  the  gross  margin  resulted primarily from  increased pricing
concessions on new product introductions and  shifts  in  product  mix  to items
having lower margins.

SALES  AND  MARKETING

Sales and marketing expenses for the three months ended March 31, 2000 increased
by  $2,808,000 or 160% to 4,563,000 from $1,755,000 for the comparable period in
1999.  This  increases  was  due  primarily  to the marketing and media campaign
initiated  by  former  management  in an attempt to increase sales for the first
quarter  and  for  the  year  2000.  The  main  products promoted were Inholtra,
Cholestaid, and Veromax. The Company also incurred significant cost in continual
repackaging  and  redesign  of  its  core  product  lines.

GENERAL  AND  ADMINISTRATIVE

General  and  administrative  expenses  for  the  three  months  ended March 31,
2000,increased  by  $1,694,000,  or  83%  to  $3,739,000 from $2,045,000 for the
comparable  period  in  1999.  One item accounted for $1,720,000.  In connection
with the Withdrawal Agreement between the Company and the former Chairman of the
Board,  the  current CEO and major shareholder transferred one million shares of
personally  owned  Company  common  stock  to  the former Chairman of the Board.
Although  the company did not issue any additional shares, applicable accounting
rules  require the Company to take a charge of $1,720,000, the fair market value
of  stock  as a compensation expense.  This charge is a non-cash expense for the
Company,  which  simultaneously  records  an increase in Paid in Capital for the
same  amount.

                                       14
<PAGE>

DEPRECIATION  AND  AMORTIZATION

Depreciation  and  amortization  for  the  three  months  ended  March 31, 2000,
increased  by  $393,000  to  $655,000 from $262,000 for the comparable period in
1999.  The  increase  specifically relates to amortization costs relating to the
Inholtra  and  HVE  acquisitions  and  amortization of costs associated with the
credit  facility.

OTHER  INCOME  (EXPENSE)

Interest  expense  for  the  three  months  ending  March  31, 2000 increased by
$390,000  to  $465,000  from  $75,000  for  the  comparable period in 1999. This
increase  is  consistent  with  the increase in the utilization of the Company's
line  of  credit,  and  the  term loan that the Company entered into on June 10,
1999.

 LIQUIDITY  AND  CAPITAL  RESOURCES

Management  believes  that  additional  investment  capital  will be required to
permit  the  Company  to  meets  its business objectives in the near term.  Such
funds  may be raised either through debt or equity offerings or some combination
of  the  two,  however,  there  is no assurance that the Company will be able to
secure  such  funds  on  commercially  reasonable  terms,  if  at  all.  If  not
successful in securing additional funds, the Company may be forced to dispose of
its  assets outside of its normal course of business and/or resort to bankruptcy
protection.

During  the three months ended March 31, 2000 the Company experienced a negative
cash  flow  of $2,235,000.  $3,585,000 was provided from investing and financing
activities. There was a net increase in cash and cash equivalents of $1,330,000.
The  sale  of  equities  provided  $5,376,000  of  which $1,801,000 was used for
repayments of an existing line of credit and other long term borrowings, as well
as  for  costs  incurred  with  the  financing.

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<PAGE>

The  current  credit  facility  consists of a $13 million (original amount) term
loan  ("Term Loan") and up to a $7 million revolving loan ("Revolving Loan).  As
originally  structured,  the  $13,000,000  Term  Loan  was  payable in quarterly
installments  of  $583,333  that  began October 15, 1999, and was to increase to
$750,000 on October 15, 2002, until the Loan was paid in full on April 15, 2004.
The  credit facility agreement contains certain financial and other covenants or
restrictions, including the maintenance of certain financial ratios, limitations
on  capital  expenditures,  restrictions  on  acquisitions,  limitations  on the
incurrence  of  indebtedness  and restrictions on dividends paid by the Company.

As  of December 31, 1999, the Company was in violation of several covenants. The
Company  agreed  to  certain changes in the agreement and obtained a waiver from
the  lender for these covenants. The Term Loan and Revolving Loan commitment, as
revised,  now  expire  on  April  30,  2001, when the loans are payable in full.
Further,  the term loan amortization payments and interest payments will be made
monthly.  Under  the  proposed  amendment the lender will require the Company to
meet  certain  revised  financial  ratios.  As  of  March  31,  2000 the maximum
additional  credit  available  under  the  borrowing limitations was $1,600,000.

The  Company  has  primarily  funded  its  operations to date through internally
generated  capital  or bank financing. The Company's future capital requirements
will  depend  on  many  factors, including the nature and timing of  orders from
customers,  collection  of trade accounts receivable, the expansion of sales and
marketing  efforts,  costs  associated  with  entering  into  new  channels  of
distribution,  and  the  status  of  competitive  products.

The  Company  was notified by the Nasdaq Stock Market in September 1999 that the
Company  failed to meet the minimum tangible net asset requirement necessary for
continued  listing  on  the  Nasdaq  National  Market.  The  Company presented a
specific plan to Nasdaq for achieving compliance with all Nasdaq National Market
listing  requirements.  On  March  15,  2000, the Company was notified by Nasdaq
that  it  had  met  one  of the alternative maintenance standards and Nasdaq had
closed  the  file with respect to the possible delisting of the Company's common
stock.  There  can  be  no assurance that the Company will continue to meet such
listing  requirements  in  the  future.

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                    PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

On  December  23,  1999,  a  lawsuit  was  filed against the Company and certain
officers by the former shareholders of Health & Vitamin Express alleging various
causes  of  action.  The  proposed  terms  of the settlement  provided  that the
Company  immediately  issue the 363,636 shares of common  stock which could have
been  issueable to the former shareholders of HVE for future earnings.  As such,
the  Company has estimated and recorded an expense and offsetting contingency of
$1,200,000  in  the  accompanying balance sheets at March  31, 2000 and December
31,  1999,  in  connection  with this claim.  The final settlement was signed in
April  2000  and  included  a  warrant expiring in 2005 to buy 100,000 shares of
common stock for $2.25 per share. During the second quarter of 2000, the Company
will  issue  the  shares  and  expects  to  record  the transaction by relieving
"Shares  issueable  under  legal  settlement" and increasing "Additional Paid in
Capital".

The  Company  may  from  time  to  time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach  of  contract  actions  incidental to the operation of its business.  The
Company is not currently involved in any such litigation which it believes could
have  a  materially  adverse  effect  on  its  financial condition or results of
operations.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

On  January  5, 2000, as compensation for serving on the Board of Directors, the
Company  issued  two  directors 25,000 shares of common stock.  The accompanying
financial  statements  include  a  charge  of  $50,000  to reflect this issue of
shares.

On  January  24, 2000, the Company sold 2,000,000 shares of its newly created 5%
$.01 par Convertible Preferred Stock for $1,900,000 and sold seven year warrants
to purchase 500,000 shares of common stock at $2.25 per share for $100,000.  The
Company  incurred  issuance  costs of $100,610, which consisted of lawyers' fees
and placement agent fees.  On March 24, 2000, the Company converted all of these
preferred  shares,  plus  accrued  dividends, for 2,016,438 shares of its common
stock.  Since  the  conversion  was significantly below the trading price of the
Company's  common  stock when the Preferred was issued, the Company recognized a
preferred  dividend  of  $1,950,000,  which  is  reflected as a reduction in net
income  available  to  common  stockholders.

Concurrent  with  the  issuance  of  the preferred stock, the company sold a 10%
interest  in  its  wholly  owned  subsidiary,  Health  Zone,  Inc.,  to the same
investors for $1,000.000.  The excess of the investment over the interest in the
subsidiary's  net  equity that was sold has been recorded as an increase in paid
in  capital  on  the  company's  financial  statements.

On March 12, 2000, the company entered into a two year Consulting Agreement with
Liviakis  Financial  Communications,  Inc. ("LFC") and, in connection therewith,
authorized the issuance of 1,200,000 restricted shares of common stock to LFC in
consideration  of, and as a retainer and prepayment for, the consulting services
to  be  rendered  to  the  company  by  LFC. Under the terms granted to LFC, the
company issued 800,000 shares during the current quarter. The balance of 400,000
shares  will  be  due  and  payable in fiscal year 2001 depending on whether the
Company  continues  to  retain  LFC. Pursuant to the provision in the Consulting
Agreement,  LFC is entitled to receive a finders fee in connection with any debt
or  equity financing for the Company from a source introduced to the Company, or
its  nominee  from  LFC, and a finders fee in connection with any acquisition of
the  Company  by any candidate introduced to the Company or its nominee, by LFC.
As  such,  the shares have been recorded as an issuance cost on the accompanying
financial  statements.

On  March 27, 2000 the Company sold 700,000 shares of common stock to individual
investors  organized  by  LFC in a private placement for an aggregate proceed of
$2,100,000.

                                       17
<PAGE>

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

     None

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

     On April  17, 2000  the  Company's directors approved and a majority of the
Company's  shareholders  approved  an  amendment  to  the  Company's Articles of
Incorporation changing the  name of the Corporation to Healthzone.com, Inc.  The
proposed amendment was  submitted for filing with the SEC on Schedule 14C on May
8, 2000.   The  Company  commenced  mailing the 14C Information Statement to its
shareholders  commencing  on  May  8,  2000.   The Company anticipates that  the
amendment will become effective approximately 21 days after such date.

     No other matters were submitted to the security holders for  a  vote during
the period  covered  by  this  report.

ITEM  5.  OTHER  INFORMATION

     None

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  EXHIBITS

     27.1  Financial  Data  Schedule

(B)  REPORTS  ON  FORM  8-K

     On January  24, 2000  the  Company filed a Report on Form 8 -K under Item 5
disclosing a lawsuit filed against the Company, Klee Irwin and  Louis Mancini by
David Mandel, Jeffrey D. Segal and Gordon D. Barker.

     On January 31, 2000 the Company filed a Report  on Form 8-K  under  Item  5
disclosing  an  equity  transaction  with  American  Equities, LLC and Corporate
Financial Enterprises, Inc.

     On April 14, 2000  the  Company  filed  a  Report  on Form 8-K under Item 5
disclosing (i) the resignation  of  Lindsey  Duncan  from the board of directors
and  as  an  officer  of  the  Company and related agreements between Mr. Duncan
and  the  Company; and (ii) the election of Martin Sumichrast as a director, and
his subsequent resignation; (iii) the termination of employment as President and
Chief  Executive  Officer  of the Company; (iv) the appointment of Klee Irwin as
President  and  Chief  Executive  Officer;  (v)  the  adoption  of  a Consulting
Agreement with  Liviakis  Financial  Communications, Inc.; (vi) the approval and
execution  of  a  termination  agreement  with  Mr. Louis Mancini; and (vii) the
closing  of  a  transaction  with  investors  for a private placement of 700,000
shares of  the  Company's  common  stock  at  $3.00  per  share with total gross
proceeds of $1,200,000.

     On April 01, 2000  the  Company  filed  a  Report on  Form 8-K under Item 4
reflecting  a change  in  the  Company's  accountants  Arthur  Andersen  LLP  to
Singer, Lewak, Greenbaum & Goldstein LLP.

                                       18
<PAGE>

                                  SIGNATURES

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

                                  OMNI NUTRACEUTICALS, INC.

                                  By /s/ Klee Irwin
                                  -----------------------
                                  Klee Irwin
                                  President & CEO

                                  By /s/ Herman Rosenman
                                  -----------------------
                                  Herman Rosenman
                                  Chief Financial Officer

Dated:  July 14, 2000


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