SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549

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

                                    FORM  10-Q

             [X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF
                       THE  SECURITIES  EXCHANGE  ACT  OF  1934
                     FOR  THE  PERIOD  ENDED  JUNE 30,  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  June 30,  2000  was  32,372,364.


                                        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  June 30,  2000
   (unaudited) and  December  31,  1999                                       4

   Condensed  Consolidated  Statements  of  Operations  for  Three
   Months and Six Months Ended June 30, 2000 and 1999 (unaudited)             5

   Condensed  Consolidated  Statements  of  Cash  Flows  for  Six
   Months  Ended  June  30,  2000  and  1999 (unaudited)                      6

   Notes  to  Condensed  Consolidated  Financial  Statements                  8

Item  2.  Management's  Discussion  and  Analysis  of  Financial
         Condition  and  Results  of  Operations                              12

PART  II.  OTHER  INFORMATION

Item  1.  Legal  Proceedings                                                  16

Item  2.  Changes  in  Securities  and  Use  of  Proceeds                     16

Item  3.  Defaults Upon Senior Securities                                     17

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders         17

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 THE COMPANY" 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>
                                              June 30,   December 31,
                                                  2000          1999
                                           (unaudited)
                                           ------------  ------------
CURRENT ASSETS
Accounts Receivable, net. . . . . . . . .    6,467,000     6,776,000
Inventories . . . . . . . . . . . . . . .    4,409,000     5,972,000
Prepaid Expenses and Other. . . . . . . .    1,415,000       539,000
Notes Receivable. . . . . . . . . . . . .      447,000       450,000
                                           ------------  ------------

 Total Current Assets . . . . . . . . . .   12,738,000    13,737,000

Property and Equipment, net . . . . . . .    1,495,000     1,516,000
Trademarks and Websites . . . . . . . . .   17,467,000    12,798,000
Intangibles . . . . . . . . . . . . . . .    2,263,000     2,422,000
Other Assets. . . . . . . . . . . . . . .      957,000     1,254,000

                                            34,920,000    31,727,000
                                           ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Cash Overdraft. . . . . . . . . . . . . .      890,000       165,000
Accounts Payable. . . . . . . . . . . . .    8,781,000     7,176,000
Accrued Liabilities . . . . . . . . . . .    1,652,000     2,875,000
Line of Credit. . . . . . . . . . . . . .    4,979,000     6,436,000
Current Portion of Term Loan. . . . . . .   10,861,000     2,332,000
Current Portion of Notes Payable. . . . .       21,000       176,000
Income Taxes Payable. . . . . . . . . . .            -        52,000
Customer Deposits . . . . . . . . . . . .      450,000       450,000
                                           ------------  ------------

 Total Current Liabilities. . . . . . . .   27,634,000    19,662,000

Term Loan, net of Current Portion . . . .            -    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
Common Stock. . . . . . . . . . . . . . .      324,000       274,000
Additional Paid in Capital. . . . . . . .   34,498,000    18,008,000
Treasury Stock. . . . . . . . . . . . . .      (50,000)      (50,000)
Deficit . . . . . . . . . . . . . . . . .  (27,584,000)  (17,554,000)
                                           ------------  ------------

 Total Stockholders' Equity . . . . . . .    7,188,000     1,878,000

Total Liabilities and Stockholders equity   34,920,000    31,727,000
                                           ============  ============
</TABLE>


                                        4
<PAGE>

                     OMNI  NUTRACEUTICALS, INC.
          CONDENSED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS

<TABLE>
<CAPTION>



<S>                                                   <C>                    <C>          <C>           <C>
                                                               Three months Ended              Six months Ended
                                                                  June 30                          June 30
                                                            2000               1999          2000         1999
                                                       UNAUDITED           UNAUDITED     UNAUDITED    UNAUDITED
                                              -------------------  -----------------  ------------  -----------
Net Sales. . . . . . . . . . . . . . . . . .           9,561,000          7,989,000    17,350,000   14,980,000
Cost of Sales. . . . . . . . . . . . . . . .           5,550,000          3,950,000    10,106,000    7,357,000
                                              -------------------  -----------------  ------------  -----------

 Gross Profit. . . . . . . . . . . . . . . .           4,011,000          4,039,000     7,244,000    7,623,000

Costs and Expenses
 Distribution Expenses . . . . . . . . . . .             608,000            755,000     1,194,000    1,342,000
 Sales and Marketing . . . . . . . . . . . .           1,689,000          2,843,000     6,252,000    4,598,000
 General and Administrative. . . . . . . . .           1,694,000          2,286,000     5,336,000    4,428,000
 Depreciation and Amortization . . . . . . .             721,000            598,000     1,376,000      860,000
 Write-off of Surgical Technologies. . . . .                                390,000                    390,000
                                              -------------------  -----------------  ------------  -----------

 Total Costs and Expenses. . . . . . . . . .           4,712,000          6,872,000    14,158,000   11,618,000

(Loss) from Operations . . . . . . . . . . .            (701,000)        (2,833,000)   (6,914,000)  (3,995,000)

Other Income (Expense)
  Interest Income. . . . . . . . . . . . . .               9,000             17,000        22,000       32,000
  Interest Expense . . . . . . . . . . . . .            (636,000)          (472,000)   (1,198,000)    (450,000)
  Other Income (Expense) . . . . . . . . . .              10,000              3,000        11,000      474,000
                                              -------------------  -----------------  ------------  -----------

 Total Other Income (Expense). . . . . . . .            (617,000)          (452,000)   (1,165,000)      56,000
                                              -------------------  -----------------  ------------  -----------

Minority Interest. . . . . . . . . . . . . .                   -                                 -

Net (Loss) before Income Taxes . . . . . . .          (1,318,000)        (3,285,000)   (8,079,000)  (3,939,000)
                                              -------------------  -----------------  ------------  -----------

Income Tax (Benefit) . . . . . . . . . . . .                   -           (123,000)                  (123,000)

Net (Loss) . . . . . . . . . . . . . . . . .          (1,318,000)        (3,162,000)   (8,079,000)  (3,816,000)
                                              -------------------  -----------------  ------------  -----------

Preferred Stock Dividends. . . . . . . . . .                   -                        1,950,000
                                              -------------------  -----------------  ------------  -----------

Net (Loss) Available to Common Shareholders.          (1,318,000)        (3,162,000)  (10,029,000)  (3,816,000)
                                              ===================  =================  ============  ===========

Net (Loss) per common share
    Basic. . . . . . . . . . . . . . . . . .               (0.04)             (0.11)        (0.34)       (0.14)
    Diluted. . . . . . . . . . . . . . . . .               (0.04)             (0.11)        (0.34)       (0.14)

Weighted Average Shares Outstanding
    Basic. . . . . . . . . . . . . . . . . .          32,028,218         28,247,945    29,758,250   28,128,389
    Diluted. . . . . . . . . . . . . . . . .          32,028,218         28,247,945    29,758,250   28,128,389
</TABLE>


                                        5
<PAGE>


                   OMNI  NUTRACEUTICALS, INC.
         CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

<TABLE>
<CAPTION>

                                                                 Six Months Ended June 30
<S>                                                                      <C>              <C>
                                                                            2000          1999
                                                                       UNAUDITED     UNAUDITED
                                                        -------------------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss). . . . . . . . . . . . . . . . . . .                (8,079,000)   (3,816,000)
Adjustments to reconcile Net Income
 (Loss) to Net Cash Provided by
 (Used in) Operating Activities;
  Depreciation and Amortization. . . . . . . . . . . .                 1,376,000       821,000
  (Gain) Loss on Disposal of Assets. . . . . . . . . .                                (481,000)
  Write-off of Surgical Technologies Assets. . . . . .                                 390,000
  Issuance of Warrants and Options . . . . . . . . . .                   194,000       293,000
  Issuance of Shares for Services. . . . . . . . . . .                 1,760,000
  Amortization of Notes from Officers. . . . . . . . .                                  67,000
  (Increase) Decrease in;
    Accounts Receivable. . . . . . . . . . . . . . . .                   309,000       647,000
    Inventory. . . . . . . . . . . . . . . . . . . . .                 1,563,000      (504,000)
    Prepaid and Other. . . . . . . . . . . . . . . . .                  (364,000)     (203,000)
   Increase (Decrease) in:
    Bank Overdraft . . . . . . . . . . . . . . . . . .                   725,000
    Accounts Payable . . . . . . . . . . . . . . . . .                 1,605,000     1,501,000
    Accrued Liabilities. . . . . . . . . . . . . . . .                (1,223,000)      181,000
    Income Taxes . . . . . . . . . . . . . . . . . . .                   (52,000)     (135,000)
                                                        -------------------------  ------------

Cash Provided by (Used in) Operating Activities. . . .                (2,186,000)   (1,239,000)

CASH FLOWS FROM INVESTING ACTIVITIES
 Acquisition of Fixed Assets . . . . . . . . . . . . .                  (196,000)     (318,000)
 Purchase of Inholtra and HVE. . . . . . . . . . . . .                             (13,502,000)
 Net Proceeds from Asset Dispositions. . . . . . . . .                                 386,000
 Decrease in Other Assets. . . . . . . . . . . . . . .                   233,000       (46,000)
 Collections on Notes Receivable . . . . . . . . . . .                     4,000         1,000
                                                        -------------------------  ------------


Cash Provided by (Used in) Investing Activities. . . .                    41,000   (13,479,000)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Issuance of Common Stock . . . . . . . .                 2,418,000        85,000
Proceeds from Issuance of Preferred Stock. . . . . . .                 1,900,000
Proceeds from Issuance of Warrants . . . . . . . . . .                   100,000
Proceeds from Sale of Minority Interest. . . . . . . .                 1,000,000
Repayments of old line of credit . . . . . . . . . . .                              (1,000,000)
Borrowings (Repayments) under existing Line of Credit.                (1,457,000)    3,602,000
Borrowings on Long Term Borrowings . . . . . . . . . .                              13,000,000
Repayments from Long Term Borrowings . . . . . . . . .                (1,716,000)     (146,000)
Costs Incurred with Financing. . . . . . . . . . . . .                  (100,000)     (992,000)
                                                        -------------------------  ------------

Cash Provided by (Used in) Financing Activities. . . .                 2,145,000    14,549,000

Net Increase (Decrease) in Cash. . . . . . . . . . . .                         -      (169,000)

Cash and Cash Equivalents, Beginning of Period . . . .                         -       426,000

Cash and Cash Equivalents, End of Period . . . . . . .                         -       257,000
</TABLE>


                                        6
<PAGE>




SUPPLEMENTAL  SCHEDULE OF NON-CASH OPERATING, 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  two directors a total of 40,000 shares of common stock and
recorded  a non-cash  charge  of  $40,000.

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  with  the  private  placement  of   700,000  shares  of
common stock for $2,100,000.

The  Company  issued 838,941 shares of common stock to acquire certain assets of
Healthshop.Com,  Inc.  The  shares  had  a  value  of  $3,500,000.

The  Company  issued 170,000 shares of common stock to acquire SmartBasics, Inc.
The  shares  had a  value  of  $510,000.


                                        7
<PAGE>
                            Omni Nutraceuticals, Inc.
              Notes to Condensed Consolidated Financial Statements
                          Six Months Ended June 30, 2000
                                   (Unaudited)

NOTE  1.  BASIS  OF  PRESENTATION

The accompanying unaudited condensed financial statements reflect the results of
operations for Omni Nutraceuticals, Inc. (the "Company"), 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 and six-month periods are
not  necessarily  indicative  of  the  results that may be expected for the year
ending  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  and  six-month  periods  ended  June 30, 2000 and June 30, 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 included 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.  Additionally,  the  Company  is  in violation of revised covenants
contained in the credit facility.

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
principles  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.

                                        8
<PAGE>

NOTE  4.  ACQUISITIONS

On  May 22 the Company acquired certain assets, including equipment and customer
lists  of Healthshop.com.  The purchase price called for the issuance of 838,951
shares  of  common  stock  valued  at  $3,500,000; 250,000 common stock purchase
options,  exercisable  at  $4.50  per  share  with  a  term of 10 years, vesting
immediately,  issued  to  the  former  officers  of  Healthshop.com,  valued  at
$872,000;  and  an  option to purchase additional shares of the Company's common
stock  at  a  price of $4.15 for a 30 day period, up to a maximum of $2,500,000,
valued at $289,000.  The aggregate purchase price was $4,661,000, which has been
allocated  to  Websites  and  Customer  Lists.

The  acquisition  agreement also calls for additional shares to be issued should
the Company's stock price drop below the pre-acquisition levels, up to a maximum
of  400,000  shares.  In  the  event  the  Company is forced to issue additional
shares  under  this  provision,  these  amounts will be applied to the aggregate
purchase  price  to  increase  Websites  and  Customer  Lists.

Additionally,  the  acquisition  calls  for  shares  to  be issued under certain
earn-outs  if  acquired  customer lists generate certain levels of revenue.  Any
additional  shares  issued  under  these  earn-outs  will also be applied to the
purchase  price  when issued.  Management does not believe the Company will have
to  issue  additional  shares  under  these  earn-out  agreements.

The  Company  is  currently  amortizing the Websites and Customer Lists straight
line  over  5  years.

On  May  25, 2000, the Company acquired Smart Basics, Inc., dba SmartBasics.com,
for  170,000  shares  of  the  Company's  common  stock  valued  at  $510,000.
SmartBasics.com  is  an  internet and mail order business that sells nutritional
supplements  and  health  related  products.

NOTE  5.  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  million  Term  Loan  was payable in quarterly installments of $583,333 that
began  October  15,  1999  and  were to increase to $750,000 on October 15, 2002
until  the  loan  was  paid  in full on April 15, 2004. The credit facility also
contained  certain  financial  and other covenants or restrictions including the
maintenance  of  certain  financial ratios, limitations on capital expenditures,
restrictions  on  acquisitions,  limitations  on incurrence of indebtedness, and
restrictions on dividends paid by the Company. As of March 31, 2000, the Company
was  in  violation  of  several  of  the  covenants.

On May 8, 2000, the Company's credit facility was amended. As a condition of the
waiver  of certain covenant defaults, the amendment changed the expiration dates
of  both  loans  to April 30, 2001, when the loans are payable in full. Further,
the  Term  Loan  amortization  and  interest  payment  schedule was changed from
quarterly  to  monthly payments. The amendment also requires the Company to meet
revised  financial  covenants. As of June 30, 2000, the Company was in violation
of  several  of  the  revised  covenants  and is negotiating with the lender for
waivers.  As of June 30, 2000, the maximum additional credit available under the
borrowing  limitations  was  $2,000,000.

NOTE  6.  CAPITAL  TRANSACTIONS

During  the  first  six  months of year 2000, as compensation for serving on the
Board of Directors, the Company issued two directors a total of 40,000 shares of
common stock.  The accompanying financial statements include a charge of $40,000
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 of common stock at $2.25 per share for $100,000. The Company
incurred  issuance  costs  of  $100,000,  which consisted of legal 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.

                                        9
<PAGE>
Concurrent  with  the  issuance  of  the preferred stock, the Company sold a 10%
interest  in  its wholly owned subsidiary, HealthZone.com, 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 year.  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 a 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.
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 aggregate proceeds of
$2,100,000.

On  April 13, 2000, the Company finalized the settlement of the lawsuit filed by
the former shareholders of Health & Vitamin Express by issuing 363,636 shares of
common  stock  and  granting a warrant expiring in 2005 to buy 100,000 shares of
common  stock  for  $2.25  per  share.  Due to the issuance of these shares, the
Company has reclassified the contingent shares to additional paid in capital.

On April 20, 2000, the Company entered into a one year consulting agreement with
a  financial  advisor.  The  agreement  calls  for  the  issuance  of options to
purchase  30,000  shares  of  common stock at $3.86 per share.  The options vest
7,500  at  the  end  of  each three months after the initiation of the contract.
Related  to  the  agreement,  the  Company  has  recorded  $115,000  of  prepaid
consulting  fees,  which  is being amortized as consulting expense over the term
the  services  are  being  provided.

On  June  28,  2000  the  company  entered  into  a consulting agreement with an
investment  banking  firm to perform certain financial consulting services.  The
agreement  called  for the issuance of 300,000 options to purchase the company's
common  stock  at $4.00 per share and covered a term of six months.  The options
were valued at $747,000 and are being amortized into consulting expense over the
term  of  the  agreement.

On  June  28,  2000  the  company  entered  into  a consulting agreement with an
investment  banking  firm to perform certain financial consulting services.  The
agreement  called  for  the  issuance  of 25,000 warrants with a 7-year term and
immediate  vesting,  to  purchase the company's common stock at $0.01 per share.
Subsequent  to June 30, 2000, the agreement with the investment banking firm was
terminated  and  the  warrants  cancelled.


                                        10
<PAGE>
NOTE  7.  SUBSEQUENT  EVENTS

On March 31, 2000, the Company signed a binding term sheet with Vitamin Discount
Connection to purchase  that  company for 120,000 shares of the Company's common
stock.  Vitamin Discount Connection  is an Internet and mail order business that
sells nutritional  supplements  and  health  related products.  On July 31, 2000
the  purchase  price  was  changed to 190,000 shares of common stock and certain
terms and  conditions  of  the  term  sheet  were  revised.

On  April  17,  2000,  the  Company's  directors 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 SEC on Schedule 14C on May 8, 2000, but
requires  full  shareholder  approval. It is uncertain when the name change will
actually  be  adopted,  if  at  all.




                                       11
<PAGE>

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

RESULTS  OF  OPERATIONS

OPERATING  RESULTS

Consolidated  net sales for the three months ended June 30, 2000 were $9,561,000
with  an  operating  loss  of  $701,000 and a net loss of $1,318,000 or $.04 per
basic and diluted share. Consolidated net sales for the same period in the prior
year  were  $7,989,000  with  an  operating loss of $2,833,000 and a net loss of
$3,162,000 or $.11 per basic and diluted share. Total operating expenses for the
three  months  ended  June 30, 2000 were $4,712,000 compared with $6,872,000 for
the  same  period  in  1999.

Consolidated  net  sales for the six months ended June 30, 2000 were $17,350,000
with  an  operating  loss of $6,914,000, a net loss of $8,079,000 and a net loss
available  to  common  shareholders of $10,029,000 or $.34 per basic and diluted
share.  Consolidated  net  sales  for  the  same  period  in the prior year were
$14,980,000 with an operating loss of $3,995,000 and a net loss of $3,816,000 or
$.14  per  basic  and diluted share. Total operating expenses for the six months
ended  June  30,  2000  were $14,158,000 compared with $ 11,618,000 for the same
period  in  1999.

SALES

Net  sales  for  the three months ended June 30, 2000 increased by $1,572,000 or
20%,  to  $9,561,000,  from  $7,989,000  for  the comparable period in 1999. The
increase in sales relates to introduction of new products in 2000 and an overall
increase  in  sales  from  some  of  the  existing  product  lines.

Net sales for the six months ended June 30, 2000 increased by $2,370,000 or 16%,
to $17,350,000, from $14,980,000 for the comparable period in 1999. The increase
in sales relates to introduction of new products in 2000 and an overall increase
in  sales  from  some  of  the  existing  product  lines.

                                       12
<PAGE>
GROSS  PROFIT

Gross  profit  for  the three months ended June 30, 2000 decreased by $28,000 or
1%,  to  $4,011,000  from  $4,039,000  for  the comparable period in 1999. Gross
profits  as  a  percentage  of  sales  for  the three months ended June 30, 2000
decreased  to 42% from 51% in the comparable period in 1999. The decrease in the
margin  percentage  relates  to a shift in the product-mix to certain items that
have  a  slightly  lower margin, increased pricing concessions offered and sales
adjustments  given  to  customers.

Gross profit for the six months ended June 30, 2000 decreased by $379,000 or 5%,
to  $7,244,000  from $7,623,000 for the comparable period in 1999. Gross profits
as a percentage of sales for the six months ended June 30, 2000 decreased to 42%
from 51% in the comparable period in 1999. The decrease in the margin percentage
relates  to  a  shift  in  the product-mix to certain items that have a slightly
lower  margin, increased pricing concessions offered and sales adjustments given
to  customers.

SALES  AND  MARKETING

Sales  and marketing expenses for the three months ended June 30, 2000 decreased
by  $1,154,000 or 41% to $1,689,000 from $2,843,000 for the comparable period in
1999.  The  decrease primarily relates to approximately $964,000 of reduction in
advertising  and  promotion  costs,  and  a  $116,000  reduction  in  wages.

Sales and marketing expenses for the six months ended June 30, 2000 increased by
$1,654,000  or  36%  to  $6,252,000 from $4,598,000 for the comparable period in
1999.  This  was  mainly  due  to  a  $1,925,000  increase  in  media  and co-op
advertising  campaigns  initiated  by  the  former  management  in an attempt to
increase  sales  for  the first quarter and for the year 2000. The main products
promoted  were  Inholtra,  Veromax  and  Cholestaid. This increase was partially
offset  by  a  $200,000  decrease  in  wages.

GENERAL  AND  ADMINISTRATIVE

General  and  administrative  expenses  for the three months ended June 30, 2000
decreased  by  $592,000  or 26% to $1,694,000 from $2,286,000 for the comparable
period  in  1999.  The  decrease  primarily  relates  to  approximately $400,000
reduction  in wages, consulting and travelling expenses, and $156,000 of reduced
costs  at  the  Company's  HealthZone.com  operations.

                                       13
<PAGE>
General  and  administrative  expenses  for  the  six months ended June 30, 2000
increased  by  $908,000  or 21% to $5,336,000 from $4,428,000 for the comparable
period  in 1999.  The increase primarily relates to a single item of $1,720,000.
In  connection  with  Withdrawal  Agreement  between  the Company and its former
Chairman  of  the  Board,  the  current  CEO  transferred  one million shares of
personally  owned  company  common  stock to the former Chairman of the Company.
Although  the  Company  did  not  issue  any  additional  shares, the applicable
accounting  rules require the Company to record a one-time non-cash compensation
expense of $1,720,000 being the fair market value of the stock transferred. This
was  partially offset by an approximately $502,000 decrease in wages, consulting
and  travelling  expenses.  The  remainder  of  the  decrease relates to overall
savings  in  operating  and  overhead  costs.

DEPRECIATION  AND  AMORTIZATION

Depreciation  and amortization expenses for the three months ended June 30, 2000
increased by $123,000 or 21% to $721,000 from $598,000 for the comparable period
in 1999.  The  increase  relates  to  amortization costs of the Inholtra and HVE
acquisitions,  and  the  acceleration  of  the  amortization of costs associated
with the credit facility.

Depreciation  and  amortization  expenses for the six months ended June 30, 2000
increased by  $516,000  or  60%  to  $1,376,000 from $860,000 for the comparable
period in 1999.  The increase relates  to  amortization  costs  of  the Inholtra
and  HVE  acquisitions,  and  the  acceleration  of  the  amortization  of costs
associated with the  credit  facility.


OTHER  INCOME  (EXPENSE)

Interest  expense for the three months ended June 30, 2000 increased by $164,000
or  35%  to  $636,000  from  $472,000  for  the  comparable period in 1999.  The
increase  is  consistent  with  the  increase  in  company's  line  of  credit
utilization.

Interest expense for the six months ended June 30, 2000 increased by $748,000 or
166% to $1,198,000 from $450,000 for the comparable period in 1999. The increase
is consistent with the increase in company's line of credit utilization and Term
Loan  that  the  company  secured  on  June  10,  1999.

LIQUIDITY  AND  CAPITAL  RESOURCES

During  the  six  months ended June 30, 2000, the Company experienced a negative
cash  flow  from  operations  of  $2,186,000.  The sale of equities and minority
interest  in  the  subsidiary HealthZone.com provided $5,418,000. $3,273,000 was
used  for repayment of an existing line of credit and other long term borrowings
as  well  as  for  costs  incurred  with  the  financing.

                                       14
<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"). The
$13  million  Term  Loan  was payable in quarterly installments of $583,333 that
began  October  15,  1999  and  were to increase to $750,000 on October 15, 2002
until  the  loan  was  paid  in full on April 15, 2004. The credit facility also
contained  certain  financial  and other covenants or restrictions including the
maintenance  of  certain  financial ratios, limitations on capital expenditures,
restrictions  on  acquisitions,  limitations  on incurrence of indebtedness, and
restrictions on dividends paid by the Company. As of March 31, 2000, the Company
was  in  violation  of  several  of  the  covenants.

On May 8, 2000, the Company's credit facility was amended. As a condition of the
waiver  of certain covenant defaults, the amendment changed the expiration dates
of  both  loans  to April 30, 2001, when the loans are payable in full. Further,
the  Term  Loan  amortization  and  interest  payment  schedule was changed from
quarterly  to  monthly payments. The amendment also requires the Company to meet
revised  financial  covenants. As of June 30, 2000, the Company was in violation
of  several  of  the  revised  covenants  and is negotiating with the lender for
waivers.  As of June 30, 2000, the maximum additional credit available under the
borrowing  limitations  was  $2,000,000.

The  Company  has  primarily  funded  its  operations to date through internally
generated  capital,  bank  or  private  equity  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  competing  products.

Management  believes  that  additional  investment  capital  will be required to
permit  the Company to meet 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.

The  common  stock  of  the  Company  is currently listed on the NASDAQ National
Market  Quotation  System.  Continued  listing  on this Exchange is dependent on
meeting  certain  share price and financial guidelines relating to profitability
and  net asset values, which the Company currently doe not meet. The Company has
until  approximately  August  21,  2000  to  achieve  compliance or to request a
hearing  if  compliance  is  not  achieved  prior  to that date. There can be no
assurance that compliance will be achieved by that date or that, if a hearing is
requested,  it  will  result  in  continued  listing of the common stock on this
Exchange.  In the event of an unfavorable outcome, options that may be available
at that time for listing the common stock include listing on NASDAQ Small Cap or
on  the  American  Stock  Exchange.



                                       15
<PAGE>

                    PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

On  December  23,  1999,  a  lawsuit  was  filed against the Company and certain
officers  by  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  issuable to the former shareholders of HVE if future earnings targets were
met.  On April 13, 2000, the Company finalized the settlement by issuing 363,636
shares  of  common  stock and granting a warrant expiring in 2005 to buy 100,000
shares  of  common  stock  for  $2.25  per  share.

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.


ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

During  the  first  six  months of year 2000, as compensation for serving on the
Board of Directors, the Company issued two directors a total of 40,000 shares of
common stock.  The accompanying financial statements include a charge of $40,000
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 legal 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 rate 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, HealthZone.com, 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.

                                       16
<PAGE>
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 year.  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 a 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.
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 aggregate proceeds of
$2,100,000.

On  April 13, 2000, the Company finalized the settlement of the lawsuit filed by
the former shareholders of Health & Vitamin Express by issuing 363,636 shares of
common  stock  and  granting a warrant expiring in 2005 to buy 100,000 shares of
common  stock  for  $2.25  per  share.

On May 22, 2000, the Company acquired certain assets of HealthShop.com, Inc. for
$3,500,000  in  value  of  the Company's common stock (838,951 shares with up to
400,000  additional  shares  issuable  if,  the  common stock value is less than
$3,500,000 by February 2001).  HealthShop.com, Inc. is an Internet business that
sells  nutritional  supplements  and  health  related  products.

On  May  25, 2000, the Company acquired Smart Basics, Inc., DBA SmartBasics.com,
for  170,000  shares  of  the  Company's  common  stock.  SmartBasics.com  is an
Internet  and  mail order business that sells nutritional supplements and health
related  products.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

As  of  June  30,  2000,  the Company was in violation of several of the revised
covenants  contained  in  the credit facility and is negotiating with the lender
for  waivers.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITIES

On  April  17,  2000,  the  Company's  directors 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 SEC on Schedule 14C on May 8, 2000, but
requires  full  shareholder  approval. It is uncertain when the name change will
actually  be  adopted,  if  at  all.

                                       17
<PAGE>
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 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
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 20, 2000 the Company filed a report on Form 8-K under Item 4 reflecting
a change in the Company's accountants from Arthur Andersen LLP to Singer, Lewak,
Greenbaum  &  Goldstein  LLP.

On August 8, 2000 the Company filed a report on Form 8-K under Item 5 disclosing
the  engagement  of  Rabobank  International  to perform a variety of investment
banking  services  to  explore  strategic  alternatives  for  the  Company.



                                       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/ Andrew Vollero, Jr.
                                  -----------------------
                                  Andrew Vollero, Jr.
                                  Chairman of the Board and Acting
                                  Chief Financial Officer

Dated:  August 14, 2000


                                       19
<PAGE>