UNITED STATES
                       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 September 30, 2001
                                       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  /  /

     This  Form  10-Q  has  not  been  reviewed  by  our  auditors, Singer Lewak
Greenbaum  and  Goldstein,  due  to our inability  to pay their fees in advance.

     The  number  of shares of the registrant's Common Stock, par value $.01 per
share,  outstanding  as  of  September  10,  2001  was  36,252,951.



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



<S>                                                                          <C>
PART 1.  FINANCIAL INFORMATION                                              Page
 Item 1.    Financial Statements:
     Consolidated Balance Sheets as of September 30, 2001
     (unaudited) and December 31, 2000                                          3
     Consolidated Statements of Operations for the Three and Six
     Months Ended September 30, 2001 and 2000 (unaudited)                       4
     Consolidated Statements of Cash Flows for the Six Months Ended
     September 30, 2001 and 2000 (unaudited)                                    5
     Notes to Condensed Consolidated Financial Statements                       7
 Item 2.   Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                               10
PART II.  OTHER INFORMATION
 Item 1.   Legal Proceedings                                                   13
 Item 2.   Changes in Securities and Use of Proceeds                           13
 Item 3.   Defaults Upon Senior Securities                                     13
 Item 4.   Submission of Matters to a Vote of Security Holders                 14
 Item 5.   Other Information                                                   14
 Item 6.   Exhibits and Reports on Form 8-K                                    14
SIGNATURES.                                                                    14
</TABLE>



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 OMNI NUTRACEUTICALS" 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.
<PAGE>

PART  1.  FINANCIAL  INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS:
<TABLE>
<CAPTION>


OMNI NUTRACEUTICALS INC.
CONSOLIDATED BALANCE SHEETS
<S>                                                              <C>              <C>
                                                                 SEPTEMBER 30,    DECEMBER 31,
                                                                      2001            2000
                                                                  (unaudited)
                                                                 ------------    -------------
ASSETS
CURRENT ASSETS
Cash.                                                            $         --   $     199,000
Accounts receivable, net of reserves and allowances of
2,100,000 and $3,829,000, respectively                              2,505,000       2,566,000
Inventories, net of reserves of $900,000 and $796,000,
respectively                                                        1,745,000       2,871,000
Prepaid expenses and other                                            537,000         519,000

     Total Current Assets                                           4,787,000       6,155,000
                                                                 ------------    -------------

Property and equipment, net                                         1,060,000       1,253,000
Trademarks, net of accumulated amortization of $2,303,000
and $1,627,000, respectively                                       11,221,000      11,897,000
Other assets, net of accumulated amortization of $996,000 and
748,000, respectively                                                 604,000         872,000
Investment in vitacost.com, Inc.                                    3,400,000              --
Assets held for sale                                                       --       7,128,000

Total Assets.                                                   $  21,072,000   $  27,305,000

LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES
Cash overdraft                                                  $     122,000   $          --
Line of credit                                                      6,203,000       5,511,000
Current portion of term loan                                       10,488,000       2,917,000
Current portion of notes payable                                       24,000          23,000
Accounts payable                                                    4,801,000       6,003,000
Accrued liabilities                                                 3,052,000       2,392,000
Customer deposits                                                     450,000         450,000

Total current liabilities                                          25,140,000      17,296,000
                                                                 ------------      ----------

Term loan, net of current portion                                          --       7,361,000
Notes payable, net of current portion                                  83,000          79,000
<PAGE>


SHAREHOLDERS' INVESTMENT
Preferred stock                                                         3,000           3,000
Common Stock                                                          362,000         341,000
Additional paid-in capital                                         43,924,000      43,633,000
Treasury stock                                                        (50,000)        (50,000)
Retained deficit                                                  (48,390,000)    (41,358,000)

TOTAL SHAREHOLDERS' INVESTMENT                                     (4,151,000)      2,569,000

TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT                 $   21,072,000   $  27,305,000
</TABLE>


See  Notes  to  Condensed  Consolidated  Financial  Statements

OMNI NUTRACEUTICALS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>

                                                   FOR THE THREE MONTHS         FOR THE NINE MONTHS
                                                    ENDED SEPTEMBER 30,          ENDED SEPTEMBER 30,
                                                   2001           2000            2001          2000
<S>                                            <C>                     <C>                    <C>           <C>
Net sales                                   $   5,280,000   $  5,136,000     $  15,593,000  $  24,048,000
Cost of sales                                   2,807,000      3,894,000         8,456,000     15,405,000
Gross Profit                                    2,473,000      1,242,000         7,137,000      8,643,000
                                            -------------   ------------     -------------   ------------


Selling, general and administrative expenses    2,978,000      4,133,000         9,307,000     18,089,000

(Loss) from operations                           (505,000)    (2,891,000)       (2,170,000)    (9,446,000)

Other income (expense)
  Interest Income                                      --          2,000                --         24,000
  Interest Expense                               (369,000)      (494,000)       (1,211,000)    (1,423,000)
  Diminution of Vitacost value                 (3,600,000)            --        (3,600,000)            --
  Other income (expense)                            5,000        (33,000)          199,000        (22,000)

Total other income (expense)                   (3,964,000)      (525,000)       (4,612,000)    (1,421,000)
<PAGE>

Loss before provision for income taxes and loss
   from discontinued operations                (4,469,000)    (3,416,000)       (6,782,000)   (10,867,000)
Provision for income taxes                          1,000             --             4,000             --
Loss before loss from discontinued
operations                                     (4,470,000)    (3,416,000)       (6,786,000)   (10,867,000)
                                               -----------    -----------       ------------  ------------
<PAGE>

Discontinued operations:
  Loss on operations of discontinued e-
  commerce segment, net of taxes of $0                 --       (614,000)      (246,000)       (1,085,000)
Net Loss                                       (4,470,000)    (4,030,000)    (7,032,000)      (11,952,000)
Preferred Stock Dividends                              --             --             --         1,950,000
Net Loss available to common shareholders   $  (4,470,000)  $ (4,030,000)   $(7,032,000)   $  (13,902,000)


Loss per common share basic and diluted     $       (0.12)  $      (0.12)   $     (0.20)   $        (0.45)
Weighted average number of shares
outstanding                                    36,083,061     32,496,120     35,059,220        30,678,036
                                            ==============  =============   ============   ===============
</TABLE>
See  Notes  to  Condensed  Consolidated  Financial  Statements

<TABLE>
<CAPTION>



OMNI NUTRACEUTICALS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<S>                                                                    <C>                                        <C>
                                                                               FOR THE NINE MONTHS ENDED
                                                                                       SEPTEMBER 30,
                                                                                  2001              2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) available to common shareholders                         $   (7,032,000)  $   (11,952,000)
Adjustments to reconcile net income (loss) available to common
shareholders to net cash provided by (used in) operating activities:
  Depreciation and amortization                                                 1,587,000         2,347,000
  Provision for reserves and allowances                                        (1,729,000)               --
  Issuance of warrants and options                                                     --           194,000
  Issuance for shares for services                                                136,000         1,060,000
Diminution of Vitacost value                                                    3,600,000                --
  Imputed preferred dividends                                                          --         1,950,000
  (Increase) decrease in:
    Accounts receivable                                                         1,790,000        (1,404,000)
    Inventory                                                                   1,126,000         3,704,000
    Prepaid and other                                                             (62,000)         (367,000)
   Increase (decrease) in:
    Cash overdraft                                                                122,000          (165,000)
    Accounts payable                                                           (1,202,000)          164,000
    Accrued liabilities                                                           587,000         1,150,000
    Income taxes payable                                                               --           (52,000)

Cash provided by (used in) operating activities                                (1,077,000)       (3,371,000)
<PAGE>

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of fixed assets                                                        (2,000)         (218,000)
Decrease in other assets                                                               --           456,000
Collections on notes receivable                                                        --           450,000

Cash used in investing activities                                                  (2,000)          688,000

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock                                                 --         2,424,000
Proceeds from issuance of preferred stock                                              --         1,900,000
Proceeds from sale of minority interest                                                --         1,000,000
Proceeds from issuance of warrants                                                     --           100,000
Borrowings (repayments) under exist. line of credit                               902,000          (370,000)
Repayments on long term borrowings                                                (22,000)       (2,141,000)
Costs incurred with financing                                                          --          (100,000)

Cash provided by (used in) financing activities                                   880,000         2,813,000

Net increase (decrease) in cash                                                  (199,000)          130,000
Cash and cash equivalents, beginning of period                                    199,000                --
Cash and cash equivalents, end of period                                      $        --      $    130,000
</TABLE>



See  Notes  to  Condensed  Consolidated  Financial  Statement

The  accompanying  notes  are  an  integral  part of these financial statements

                                      2000

     We  recorded  a preferred dividend of $1,950,000 related to the issuance of
preferred  stock  with  a  conversion  rate below the market price of our common
stock.

     We  issued 30,000 shares to two directors and recorded a non-cash charge of
$30,000.

     We  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.

     We 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.

     We  issued  838,941  shares  of  common  stock to acquire certain assets of
HealthShop.com,  Inc.  The  shares  had  a  value  of  $3,500,000.

     We issued 170,000 shares of common stock to acquire Smart Basics, Inc.  The
shares  had  a  value  $510,000.

                                      2001

     We  sold  our e-commerce business to Vitacost.com, Inc. for common stock of
Vitacost.com  valued  at  $7,000,000.
<PAGE>

                            Omni Nutraceuticals, Inc.
              Notes to Condensed Consolidated Financial Statements
                      Nine Months Ended September 30, 2001
                                   (Unaudited)

NOTE  1.  BASIS  OF  PRESENTATION

     The  accompanying  unaudited  consolidated 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  our  opinion,  all  adjustments (consisting of normal recurring
accruals,  with  the  exception  of  the  adjustments  described  below  in  the
consolidated  financial statements) considered necessary for a fair presentation
have  been  included.  Our operating results for the three and nine month period
are  not necessarily indicative of the results that may be expected for the year
ending  December  31,  2001.  For further information, refer to the consolidated
financial  statements  and  footnotes  thereto included in our Form 10-K for the
year  ended  December  31,  2000. Certain 2000 amounts have been reclassified to
conform  to  2001  presentation.  For  the  three  and  nine months period ended
September  30,  2001 and 2000, 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, 2000, we
received  a  report  from  our  independent  certified  public  accountants that
includes  an  explanatory  paragraph  describing  uncertainty  in our ability to
continue  as  a  going  concern. Our condensed consolidated financial statements
included  herein  contemplate our ability to continue and as such do not include
any  adjustments  that  might  result  from  this  uncertainty.

NOTE  3.  INVESTMENT  IN  VITACOST  &  DIVESTITURE  OF  E-COMMERCE  OPERATIONS

     On  February  2,  2001,  we  entered  into  and simultaneously closed a
Purchase  Agreement with Vitacost.com, Inc. ("Vitacost"), an on-line marketer of
vitamins  and  nutritional products, whereby Vitacost acquired substantially all
of  our  operating  assets of our combined e-commerce operations in exchange for
6,800,000  shares  of  Vitacost common stock. A valuation of $7,000,000 has been
placed on the Vitacost stock by an independent valuation consultant. The results
of  operations  of  this  business  segment  have  been  retroactively  reported
separately  on  the accompanying statement of operations as a Loss on operations
of  discontinued  e-commerce  segment.  The net assets of the e-commerce segment
have  been  reported  as "Assets Held for Sale" at December 31, 2000. During the
third  quarter of 2001, Vitacost has been offering to sell new shares @ $.50 per
share.  We have reduced the carrying value of our holding of 6,800,000 shares by
$3,600,000  to  reflect  the  diminution  of  value.
<PAGE>

     At  February  2,  2001,  prior  to  the  sale of our e-commerce segment, we
recorded  the  following  as  Assets  Held  for  Sale  related to the e-commerce
operations:
<TABLE>
<CAPTION>



Net book value of assets related to:
<S>                                       <C>
Healthzone.com                            $ 2,971,000
Vitamin Discount Connection                   522,000
Smart Basics                                  521,000
HealthShop.com                              4,902,000
Accumulated amortization on goodwill       (1,669,000)
Deferred losses of e-commerce operations     (247,000)
                                          ------------
                                          $ 7,000,000
</TABLE>



NOTE  4.  INVENTORIES

     Inventories are valued at the lower of cost, determined on a first-in,
first-out  basis,  or  market. Inventories at September30, 2001 and December 31,
2000  are  summarized  as  follows:
<TABLE>
<CAPTION>



                 September 30, 2001   December 31, 2000
<S>             <C>                  <C>
Raw Materials.  $           882,000  $        1,194,000
Finished Goods              863,000           1,677,000
                -------------------  ------------------
                $         1,745,000  $        2,871,000
</TABLE>



NOTE  5.  CREDIT  FACILITY

     Our  current  Secured Credit Facility is secured by lien against all of our
assets  and  consists of a $13 million (original amount) term loan ("Term Loan")
and  up to a $7 million revolving loan ("Revolving Loan"). The remaining balance
of  the  Term  Loan  of  $10,326,000 at September 30, 2001, is payable currently
because  of certain defaults. Mandatory prepayments are required in the event we
receive  any net proceeds from insurance claims, assets sales and/or debt sales.
Under  certain  circumstances we are required to make mandatory prepayments from
equity sales. Our 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 any dividends
that  we  may  pay.

     On  June  15,  2001,  we  entered  into  Amendment  No. 6 to Secured Credit
Agreement,  which,  among  other  things,  extended  the  repayment  date of the
aggregate  outstanding  principal balance of the Term Loan to July 30, 2002, and
waived  certain  defaults  then  in  existence.  The lender charged us a fee  of
$750,000  for restructuring the indebtedness, which fee superseded those charged
in  connection  with  Amendment  No.  4  to  Secured  Credit  Agreement.
<PAGE>

     On  July  20,  2001,  we  entered  into  Amendment  No. 7 to Secured Credit
Agreement  pursuant  to  which  our  lender: (i) waived certain defaults then in
existence;  (ii)  increased  the  amount  of  our  permitted  overadvance on the
Revolving  Loan  by  $200,000 to $4,400,000; and (iii) required us to inform the
lender  of  our  financial condition on a weekly basis. The lender charged us an
additional  restructuring  fee  of  $50,000  which  will be payable on the Final
Maturity  Date.  The  permitted  overadvance on the Revolving Loan is reduced as
follows:  $4,200,000  on  September  29, 2001, $4,050,000 on January 1, 2002 and
$3,950,000  on  June  1,  2002.

NOTE  6.  CAPITAL  TRANSACTIONS

     During  the  nine months ended September 30, 2001 we recorded the following
capital  transactions.

     1,572,682  shares  of  common  stock were issued in the second quarter upon
conversion  of  200  shares  of  Series  A  Convertible  Preferred  Stock.

     400,000  shares  of common stock were issued pursuant to a price protection
clause  in  the
original  agreement  to purchase HealthShop.com and a related increase in Assets
Held  for  Sale
was  recorded  in  the  amount  of  $119,000.

     75,000  shares  of common stock were issued in connection with an amendment
to  preferred stock issued in the first quarter of 2000 and a related charge was
recorded  in  the  amount  of  $136,000.

     32,000 shares of common stock were issued for promotional services and a
related charge  was  recorded  in  the  amount  of  $4,000.

     In  previous  periods  we  recorded prepaid promotion fees representing the
value  of  stock  options  issued  to a celebrity spokesperson. In the period we
recorded  a  charge  representing  the  remaining  amount of the prepaid fees of
$53,000.

NOTE  7.  LITIGATION

     On  December  8,  2000,  the  Company  was  sued  in  a case entitled Media
Networks,  Inc. v. Omni Nutraceuticals, Inc., in Los Angeles County, California,
for amounts due on an open account, and services rendered pursuant to agreement.
On  July  25, 2001 the complainant was awarded, through a Stipulated Judgment, a
total  of  approximately  $437,000. On August 23, 2001 Media Networks was denied
their  motion  of  assignment  and  appointment  of  a  receiver.

NOTE  8.  FOOD  AND  DRUG  ADMINISTRATION

     On  October  16,  2001, the Company received a warning letter from the Food
and  Drug  Administration ("FDA") asserting that its new Joint Pain product is a
drug.  The  Company  strongly  disagrees  with the FDA.  The Company has secured
counsel  and  begun  a  dialogue  to  resolve  the matter.  The valuation of the
Company's  intangible  assets  could  be greatly affected by an adverse outcome.

<PAGE>


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

OVERVIEW

     Omni  Nutraceuticals,  Inc.  is  a  formulator  and  supplier of branded
natural  health,  herbal,  and  nutritional  supplement  products. The Company's
products  are  sold through mass retail, specialty natural health, nutrition and
food  retail stores. Omni is a Utah Corporation, and was formerly known as Irwin
Naturals/4Health  Inc.,  which  was  formerly known as 4Health, Inc. Omni is the
surviving  corporation  of  a  merger  (the  "Merger")  of 4Health, Inc., a Utah
corporation with Irwin Naturals, Inc., a California corporation consummated June
30,  1998.  Pursuant  to  the  Merger,  that  was  accounted  for  as  a
pooling-of-interests,  4Health, Inc. issued 15,750,000 shares of common stock in
exchange  for  all  the  outstanding  shares  of  Irwin  Naturals,  Inc.


RESULTS  OF  OPERATIONS

OPERATING  RESULTS

     Our  consolidated  net  sales for the three months ended September 30, 2001
were  $5,280,000  with  an  operating loss before provision for income taxes and
loss  on  discontinued  operations  of  $4,469,000.  Our  net  loss and net loss
available  to  common shareholders for the third quarter of 2001 was $4,470,000,
or  $0.12  per  basic and diluted share. Our consolidated net sales for the same
period in the prior year were $5,136,000 with an operating loss before provision
for  income taxes and loss on discontinued operations of $3,416,000. The loss on
operations  of our discontinued e-commerce segment for the third quarter of 2000
was  $614,000. Our net loss and our net loss available to common shareholders in
the  third  quarter  of 2000 was $4,030,000 or $.12 per basic and diluted share,
respectively.  Our  total  selling,  general and administrative expenses for the
three  months ended September 30, 2001 were $2,978,000 versus $3,613,000 for the
same  period  in  2000.  We  recorded  a  diminution  of value of our holding of
Vitacost  of  $3,600,000  in  the  three  months  ended  September  30,  2001.

SALES

     Our  net  sales for the three months ended September 30, 2001, increased by
$144,000,  or  2.8%,  to $5,280,000 from $5,136,000 for the comparable period in
2000.  The  increase  in sales results from sales of $1,085,000 of our new Joint
Pain  product  partially  offset  by  an  overall decline in consumer demand for
herbal  supplements,  which  was particularly acute in the mass market. Sales in
the  third  quarter  of 2001 also declined because substantially all advertising
and  promotion  was  curtailed  for  existing products due to limited resources.
<PAGE>

GROSS  PROFIT

     Gross  profit  for  the  three months ended September 30, 2001 increased by
$1,251,000,  or 100.7%, to $2,473,000, from $1,242,000 for the comparable period
in  2000.  Gross  profits  as  a  percentage of sales for the three months ended
September  30,  2001  increased  to 46.8% from 24.2% in the comparable period in
2000.  The  increase  in  the gross margin was primarily due to a return to more
normal  levels  of allowances for returns which were very high in the comparable
period  in  2000.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

     Sales  and marketing expenses for the three months ended September 30, 2001
decreased  by  $465,000  or 37.3% to $782,000 from $1,247,000 for the comparable
period  in  2000.  This  decrease  was due primarily to lower advertising, media
expenses  and co-op advertising, which declined $235,000 to $75,000 in the third
quarter  of  2001  from  $310,000  in the comparable period in 2000. Some of the
other  cost  reductions  included salaries and wages $76,000 and travel $62,000.

     Distribution expenses declined $103,000 or 20.4% to $402,000 in the three
months  ended September 30, 2001 from $505,000 in the comparable period in 2000.
Reduction  in  wages,  $75,000  accounted  for  most  of  the  decline.

     General  and  administrative  expenses  decreased  $588,000  or  24.7%  to
$1,794,000  in  the three months ended September 30, 2001 from $2,382,000 in the
comparable period in 2000. Cost reductions were achieved in legal and accounting
costs  $53,000, consulting and professional fees $116,000, bank charges $89,000,
telephone expenses $47,000, and payroll costs $201,000. The comparable period in
2000 included a charge of $439,000 for the value of stock issued to pay the fees
of  fund  raising  and promotional firms while the current period had no similar
costs. Offsetting these and other cost reductions was an increase in accruals of
$194,000  in  penalties  associated  with  certain  registration  rights  of the
preferred  stock  issued  in  January  and  October  2000.

OTHER  INCOME  (EXPENSE)

     Interest  expense  for the three months ending September 30, 2001 decreased
by  $125,000  to  $369,000 from $494,000 for the comparable period in 2000. This
decrease  is  the  result of lower term loan balances outstanding from period to
period  and  lower  interest  rates.  We  recorded  a diminution of value of our
holding  of Vitacost of $3,600,000 in the three months ended September 30, 2001.


LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  September  30,  2001,  we  had  a  cash  overdraft of approximately
$122,000,  against  approximately  $797,000  of availability under our revolving
credit line. As of December 31, 2000, we had approximately, $199,000 in cash and
cash  equivalents  and  approximately $1,489,000 under our revolving credit line
available.  The  decrease  in  cash and cash equivalents is the result of losses
incurred  in  the  nine months ended September 30, 2001. Further as of September
30,  2001  we  had  a working capital deficit of $20,353,000, and an accumulated
deficit  of  $48,390,000.
<PAGE>

     On  June  15,  2001,  we  entered  into  Amendment  No. 6 to Secured Credit
Agreement,  which,  among  other  things,  extended  the  repayment  date of the
aggregate  outstanding  principal balance of the Term Loan to July 30, 2002, and
waived  certain  defaults  then  in  existence.  The lender charged us a fee  of
$750,000  for restructuring the indebtedness, which fee superseded those charged
in  connection  with  Amendment  No.  4  to  Secured  Credit  Agreement.

     On  July  20,  2001,  we  entered  into  Amendment  No. 7 to Secured Credit
Agreement  pursuant  to  which  our  lender: (i) waived certain defaults then in
existence;  (ii)  increased  the  amount  of  our  permitted  overadvance on the
Revolving  Loan  by  $200,000 to $4,400,000; and (iii) required us to inform the
lender  of  our  financial condition on a weekly basis. The lender charged us an
additional  restructuring  fee  of  $50,000  which  will be payable on the Final
Maturity  Date.  The  permitted  overadvance on the Revolving Loan is reduced as
follows:  $4,200,000  on  September  29, 2001, $4,050,000 on January 1, 2002 and
$3,950,000  on  June  1,  2002.  The  remaining  balances  on  the term loan and
revolving  loan  are  currently payable because of ongoing defaults.  The lender
has  not demanded repayment and we are in negotiations with our lender regarding
these  defaults  and  possible  extensions.

     We  estimate  that,  based  on  the current rate of negative cash flow from
operations,  the  cash  and  availability under the revolving credit line may be
sufficient to provide a source of working capital through approximately December
15,  2001.  Our  estimate does not give effect to payments, which may be made to
vendors to reduce outstanding payables. Further, there can be no assurances that
the vendors will continue to supply us with goods and services in the event that
such payables are not reduced, which may have an adverse effect on our continued
operations.  In  addition,  some of our largest customers have in the past taken
deductions  against trade receivables and although we believe we have identified
and reserved for such deductions, such practices may adversely affect our future
cash  flow.

     During  the  nine  months ended September 30, 2001, we experienced negative
cash  flow from operations of approximately $1,077,000. We have primarily funded
our  operations  to  date  through  internally  generated capital, bank loans or
private  equity  financing.  Our 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 we will be able to
secure  such  funds  on  commercially reasonable terms, if at all. If we are not
successful  in securing additional funds, we may be forced to dispose of certain
assets  outside  of  the  normal  course  of  business.

     Our  independent  certified public accountants have included an explanatory
paragraph  in  their report of Independent Certified Public Accountants included
in  our  Annual Report on Form 10-K for the year ended December 31, 2000, to the
effect that our losses from operations for the year ended December 31, 2000, and
the  working capital deficit and the retained deficit at December 31, 2000 raise
substantial  doubt  about  our  ability  to  continue  as  going  concern.
<PAGE>

     We  may  need  to  seek  relief  from the lender from the December 15, 2001
payment  and/or  future  payments  and from default. Our failure to receive such
relief  could  have a material adverse effect on our financial condition and our
ability  to  continue  to  operate.

     In  July  2001, the FASB issued SFAS No. 141, "Business Combinations." This
statement addresses financial accounting and reporting for business combinations
and  supersedes Accounting Principles Bulletin ("APB") Opinion No. 16, "Business
Combinations," and SFAS No. 38, "Accounting for Pre-Acquisition Contingencies of
Purchased Enterprises." All business combinations in the scope of this statement
are to be accounted for using one method, the purchase method. The provisions of
this statement apply to all business combinations initiated after June 30, 2001.
Use  of  the  pooling-of-interests  method  for  those  business combinations is
prohibited.  This  statement also applies to all business combinations accounted
for  using the purchase method for which the date of acquisition is July 1, 2001
or  later.

     In  July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets."  This  statement  addresses  financial  accounting  and  reporting  for
acquired goodwill and other intangible assets and supersedes APB Opinion No. 17,
"Intangible  Assets."  It  addresses  how  intangible  assets  that are acquired
individually  or  with  a  group  of  other  assets (but not those acquired in a
business combination) should be accounted for in financial statements upon their
acquisition.  This  statement  also  addresses how goodwill and other intangible
assets  should be accounted for after they have been initially recognized in the
financial  statements. It is effective for fiscal years beginning after December
15,  2001.  Early  application  is  permitted  for  entities  with  fiscal years
beginning  after  March  15,  2001,  provided  that  the first interim financial
statements  have  not  been  issued  previously.


PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     On  December  8, 2000, we were sued in a case entitled Media Networks, Inc.
v. Omni Nutraceuticals, Inc., in Los Angeles County, California, Superior Court,
Case  No.  BC  241503, for amounts due on an open account, and services rendered
pursuant  to  agreement. On July 25, 2001 the complainant was awarded, through a
Stipulated  Judgment a total of approximately $437,000. Media Networks has filed
a  Motion  of  Assignment  and  Appointment of a Receiver, which was denied at a
hearing  on  August  23,  2001.

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

     None
<PAGE>

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES

     None

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

     None

ITEM  5.     OTHER  INFORMATION

     This Form 10-Q has not been reviewed by our auditors, Singer Lewak
Greenbaum  and  Goldstein,  due  to  our inability to pay their fees in advance.

     On  October  16,  2001, the Company received a warning letter from the Food
and  Drug  Administration ("FDA") asserting that its new Joint Pain product is a
drug.  The  Company  strongly  disagrees  with the FDA.  The Company has secured
counsel  and  begun  a  dialogue  to  resolve  the matter.  The valuation of the
Company's  intangible  assets  could  be greatly affected by an adverse outcome.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     None


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.
<TABLE>
<CAPTION>


OMNI NUTRACEUTICALS, INC.

<S>                        <C>
By:     /s/ KLEE IRWIN
        -----------------
        Klee Irwin
        President & CEO, CFO

Dated:  November 19, 2001
</TABLE>