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 June 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  /  /

     The  number  of shares of the registrant's Common Stock, par value $.01 per
share,  outstanding  as  of  July  14,  2001  was  36,067,061.

                                        1
<PAGE>

                            Omni Nutraceuticals, Inc.
                               Index to Form 10-Q

<TABLE>
<CAPTION>



PART 1.  FINANCIAL INFORMATION                                               Page
<S>                                                                          <C>
 Item 1.    Financial Statements:
     Consolidated Balance Sheets as of June 30, 2001 (unaudited)
     and December 31, 2000                                                      3
     Consolidated Statements of Operations for the Three and Six
     Months Ended June 30, 2001 and 2000 (unaudited)                            4
     Consolidated Statements of Cash Flows for the Six Months Ended
     June 30, 2001 and 2000 (unaudited)                                         5
     Notes to Condensed Consolidated Financial Statements                       6
 Item 2.   Management's Discussion and Analysis of Financial Condition and      8
Results of Operations                                                           9
PART II.  OTHER INFORMATION
 Item 1.   Legal Proceedings                                                   12
 Item 2.   Changes in Securities and Use of Proceeds                           12
 Item 3.   Defaults Upon Senior Securities                                     12
 Item 4.   Submission of Matters to a Vote of Security Holders                 12
 Item 5.   Other Information                                                   12
 Item 6.   Exhibits and Reports on Form 8-K                                    13
SIGNATURES                                                                     13
</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.

                                        2
<PAGE>


PART  I.  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

OMNI  NUTRACEUTICALS,  INC.
CONSOLIDATED  BALANCE  SHEETS
<TABLE>
<CAPTION>



                                                           JUNE 30,      DECEMBER 31,
                                                            2001            2000
                                                        -------------  --------------
                                                         (unaudited)

<S>                                                      <C>            <C>
ASSETS
CURRENT ASSETS
Cash                                                     $     23,000   $     199,000
Accounts receivable, net of reserves and allowances of
  $2,800,000 and $3,829,000, respectively                   1,859,000       2,566,000
Inventories, net of reserves of $920,000 and $796,000,
 respectively                                               1,937,000       2,871,000
Prepaid expenses and other                                    439,000         519,000
                                                         -------------  --------------
     Total Current Assets                                   4,258,000       6,155,000

Property and equipment, net                                 1,126,000       1,253,000
Trademarks, net of accumulated amortization of
 $2,077,000 and $1,627,000, respectively                   11,447,000      11,897,000
Other assets, net of accumulated amortization of
 $914,000 and $748,000, respectively                          700,000         872,000
Investment in Vitacost.com, Inc.                            7,000,000              --
Assets held for sale                                               --       7,128,000
                                                         ------------   -------------
Total Assets                                             $ 24,531,000   $  27,305,000
                                                         ============   =============
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES
Line of credit                                           $  6,343,000   $   5,511,000
Current portion of term loan                                       --       2,917,000
Current portion of notes payable                               47,000          23,000
Accounts payable                                            4,324,000       6,003,000
Accrued liabilities                                         3,110,000       2,392,000
Customer deposits                                                  --         450,000
                                                         -------------  --------------
Total current liabilities                                  13,824,000      17,296,000


Term loan, net of current portion                          10,326,000       7,361,000
Notes payable, net of current portion                          66,000          79,000

SHAREHOLDERS' INVESTMENT
Preferred stock                                                 3,000           3,000
Common Stock                                                  362,000         341,000
Additional paid-in capital                                 43,920,000      43,633,000
Treasury stock                                                (50,000)        (50,000)
Retained deficit                                          (43,920,000)    (41,358,000)
                                                          ------------    ------------
TOTAL SHAREHOLDERS' INVESTMENT                                315,000       2,569,000
                                                          ------------    ------------
TOTAL LIABILITIES AND SHAREHOLDERS'
INVESTMENT                                               $ 24,531,000   $  27,305,000
                                                         ============   ==============

</TABLE>


The  accompanying  notes  are  an  integral  part  of these financial statements

                                        3
<PAGE>


OMNI  NUTRACEUTICALS,  INC.
CONSOLIDATED  STATEMENTS  OF  OPERATIONS  (UNAUDITED)
<TABLE>
<CAPTION>



                                        FOR THE THREE MONTHS                    FOR THE SIX MONTHS
                                           ENDED JUNE 30,                           ENDED JUNE 30,
                                       2001                   2000              2001          2000
<S>                           <C>                     <C>                   <C>           <C>           <C>
Net sales                           $     4,561,000      $     10,846,000   $10,312,000   $18,912,000
Cost of sales                             2,340,000             6,663,000     5,648,000    11,511,000
                                    ----------------     -----------------  ------------  ------------
Gross Profit                              2,221,000             4,183,000     4,664,000     7,401,000


Selling, general and
   administrative expenses                3,018,000             4,471,000     6,329,000    13,687,000
                                    ----------------      ----------------   ----------    ----------
(Loss) from operations                     (797,000)             (288,000)   (1,665,000)   (6,286,000)

Other income (expense)
   Interest Income                               --                 9,000            --        22,000
   Interest Expense                        (403,000)             (636,000)     (842,000)   (1,198,000)
   Other income (expense)                   194,000                10,000       194,000        11,000
                                   -----------------     -----------------    ----------   -----------
Total other income
   (expense)                               (209,000)             (617,000)     (648,000)   (1,165,000)
                                   -----------------     -----------------    ----------   -----------
Loss before provision for
   income taxes and loss
   from discontinued
   operations                            (1,006,000)             (905,000)   (2,313,000)   (7,451,000)
Provision for income taxes                       --                    --         3,000            --
                                   -----------------     -----------------  ------------  ------------
Loss before loss from
   discontinued operations               (1,006,000)             (905,000)   (2,316,000)   (7,451,000)

Discontinued operations:
   Loss on operations of
   discontinued e-commerce
   segment, net of taxes of
   $0                                            --              (241,000)     (246,000)     (471,000)
                                   -----------------     -----------------  ------------  ------------
Net Loss                                 (1,006,000)           (1,146,000)   (2,562,000)   (7,922,000)
Preferred Stock Dividends                        --                    --            --     1,950,000
                                   -----------------     -----------------  ------------  ------------
Net Loss available to
   common shareholders            $      (1,006,000)     $     (1,146,000)  $(2,562,000)  $(9,872,000)
                                  ==================     =================  ============  ============
Loss per common share
   basic and diluted              $           (0.03)     $          (0.04)  $     (0.07)  $     (0.33)
                                  ==================     =================  ============  ============
Weighted average number
   of shares outstanding                 35,280,720            32,028,218    35,043,220    29,758,250
</TABLE>

The  accompanying  notes  are  an  integral  part of these financial statements.

                                        4
<PAGE>


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



                                                                       FOR THE SIX MONTHS
                                                                          ENDED JUNE 30,
                                                                     2001              2000
<S>                                                       <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) available to common shareholders        $        (2,562,000)  $(9,872,000)
Adjustments to reconcile net income (loss) available to
 common shareholders to net cash provided by (used in)
 operating activities:
  Depreciation and amortization                                     1,005,000     1,376,000
  Provision for reserves and allowances                            (1,029,000)           --
  Issuance of warrants and options                                         --       194,000
  Issuance of shares for services                                     136,000     1,760,000
  Imputed preferred dividends                                              --     1,950,000
(Increase) decrease in:
    Accounts receivable                                             1,736,000    (3,496,000)
    Inventory                                                         934,000     2,768,000
    Prepaid and other                                                 126,000      (364,000)
Increase (decrease) in:
    Cash overdraft                                                         --       725,000
    Accounts payable                                               (1,679,000)    1,605,000
    Accrued liabilities                                               745,000     1,220,000
    Income taxes payable                                                   --       (52,000)
                                                           -------------------   -----------
Cash provided by (used in) operating activities                      (588,000)   (2,186,000)
                                                           -------------------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of fixed assets                                            (2,000)     (196,000)
Decrease in other assets                                                   --       233,000
Collections on notes receivable                                            --         4,000
                                                           -------------------    ----------
Cash used in investing activities                                      (2,000)       41,000
                                                           -------------------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock                                     --     2,418,000
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                    430,000    (1,457,000)
Repayments on long term borrowings                                    (16,000)   (1,716,000)
Costs incurred with financing                                              --      (100,000)
                                                           -------------------    ----------
Cash provided by financing activities                                 414,000     2,145,000
                                                           -------------------    ----------
Net increase (decrease) in cash                                      (176,000)           --
Cash and cash equivalents, beginning of period                        199,000            --
                                                           -------------------    ----------
Cash and cash equivalents, end of period                  $            23,000   $        --
                                                          ====================  ============
</TABLE>



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.

                                        5
<PAGE>


                            Omni Nutraceuticals, Inc.
              Notes to Condensed Consolidated Financial Statements
                         Six Months Ended June 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 six 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 six months period ended June 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.

     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>

                                        6
<PAGE>


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       (2,243,000)
  Deferred losses of e-commerce operations      227,000
                                            ------------
                                            $ 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 June 30, 2001 and December 31, 2000
are  summarized  as  follows:
<TABLE>
<CAPTION>



                December 31, 2000   June 30, 2001
                ------------------  -------------
<S>             <C>                 <C>
Raw Materials.  $          799,000  $1,194,000
Finished Goods           1,138,000   1,677,000
                ------------------  ----------
                $        1,937,000  $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 June 30, 2001, is payable on July 30, 2002,
the  Final  Maturity  Date.  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 for
restructuring the indebtedness, which fee superseded those charged in connection
with  Amendment  No.  4  to Secured Credit Agreement.  The fees of approximately
$881,000 are payable as follows: (1) approximately $131,000 in six equal monthly
installments  of  approximately  $22,000,  commencing  April  15, 2001; and (ii)
$750,000  on  the  Final  Maturity  Date.

                                        7
<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 six months ended June 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.

     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.  Media  Networks  has  filed  a  Motion  of
Assignment  and  Appointment  of  a  Receiver, which is scheduled for hearing on
August  23,  2001.


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.

                                        8
<PAGE>

     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 June 30, 2001 were
$4,561,000  with an operating loss before provision for income taxes and loss on
discontinued  operations  of  $1,006,000. Our net loss for the second quarter of
2001  was  $1,006,000, and our net loss available to our common shareholders was
$1,006,000  or $0.03 per basic and diluted share. Our consolidated net sales for
the same period in the prior year were $10,846,000 with an operating loss before
provision  for income taxes and loss on discontinued operations of $905,000. The
loss on operations of our discontinued e-commerce segment for the second quarter
of  2000  was  $241,000.  Our  net  loss  and  our  net loss available to common
shareholders in the second quarter of 2000 was $1,146,000 and $1,146,000 or $.04
per  basic  and  diluted  share,  respectively.  Our  total selling, general and
administrative expenses for the three months ended June 30, 2001 were $3,018,000
versus  $4,471,000  for  the  same  period  in  2000.

SALES

     Our  net  sales  for  the  three  months  ended June 30, 2001, decreased by
$6,285,000,  or  57.9%, to $4,561,000 from $10,846,000 for the comparable period
in  2000.  The decrease in sales results from overall decline in consumer demand
for  herbal  supplements,  which was particularly acute in the mass market. Also
the  first  six  months  of  2000  benefited  from  a national media advertising
campaign  for  our Inholtra, Cholestaid and Veromax products introduced in 1999.
Sales  in  the  second  quarter  of 2001 also declined because substantially all
advertising  and  promotion  was  curtailed for existing products due to limited
resources.

GROSS  PROFIT

     Gross  profit  for  the  three  months  ended  June  30,  2001 decreased by
$1,962,000,  or  46.9%, to $2,221,000, from $4,183,000 for the comparable period
in  2000. Gross profits as a percentage of sales for the three months ended June
30,  2001  increased  to  48.7% from 38.6% in the comparable period in 2000. The
increase  in  the gross margin was primarily due to a shift in the net sales mix
from  mass  market  sales,  which  had  higher rates of returns in the first six
months  of  2000,  to  higher  margin health food store sales in 2001, partially
offset  by a greater contribution from lower margin international sales in 2001.

                                        9
<PAGE>

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

     Sales  and  marketing  expenses  for  the  three months ended June 30, 2001
decreased  by  $832,000  or 49.3% to $857,000 from $1,689,000 for the comparable
period  in  2000.  This  decrease  was due primarily to lower advertising, media
expenses  and  co-op  advertising,  which  declined  $462,000 to $113,000 in the
second  quarter  of 2001 from $575,000 in the comparable period in 2000. Some of
the  other  cost reductions included commissions $125,000 and salaries and wages
$174,000.

     Distribution  expenses  declined $197,000 or 32.8% to $402,000 in the three
months  ended  June  30,  2001  from  $599,000 in the comparable period in 2000.
Reduction  in  freight,  $91,000  and  wages,  $65,000 accounted for most of the
decline.

     General  and  administrative  expenses  decreased  $424,000  or  19.4%  to
$1,759,000  in  the  three  months  ended  June  30, 2001 from $2,183,000 in the
comparable period in 2000. Cost reductions were achieved in legal and accounting
costs $161,000, consulting and professional fees $110,000, bank charges $74,000,
telephone  expenses $41,000, bad debt expense $38,000 and payroll costs $84,000.
Offsetting  these  and  other  cost  reductions  was  an accrual for $272,000 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 June 30, 2001 decreased by
$233,000  to  $403,000  from  $636,000  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.

     Other income for the three months ended June 30, 2001 increased $184,000 to
$194,000  from  $10,000  for the comparable period. This increase is due to fees
earned  on  sales  of  certain  product by a vendor direct to certain customers,
which  had  previously  been customers of ours. We are entitled to receive these
fees  on  sales  made  through  January  10,  2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  June  30,  2001,  we had cash and cash equivalents of approximately
$23,000,  and  approximately $240,000 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 six months ended June 30, 2001. Further as of June 30, 2001 we
had  a  working  capital  deficit  of  $9,026,000, and an accumulated deficit of
$43,920,000.

     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, the
Final  Maturity Date, and waived certain defaults then in existence.  The lender
charged us a fee for restructuring the indebtedness, which fees superseded those
charged  in  connection  with  Amendment No. 4 to Secured Credit Agreement.  The
fees  of  approximately  $881,000  are  payable  as  follows:  (1) approximately
$131,000  in six equal monthly installments of approximately $22,000, commencing
April  15,  2001;  and  (ii)  $750,000  on  the  Final  Maturity  Date.

                                       10
<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.

     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
September  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  effect  our  future  cash  flow.

     During  the  six  months  ended June 30, 2001, we experienced negative cash
flow  from  operations  of  approximately $588,000. 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
of  its  assets  outside  of  its  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.

     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.

                                       11
<PAGE>

     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  Judgement  a  total  of  approximately $437,000.  Media Networks has
filed  a  Motion of Assignment and Appointment of a Receiver, which is scheduled
for  hearing  on  August  23,  2001.


ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

     None

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES

     None

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

     None

ITEM  5.     OTHER  INFORMATION

     None
                                       12
<PAGE>

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:                     August 14, 2001
</TABLE>

<PAGE>