SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

FOR ANNUAL AND TRANSITIONAL REPORTS
PURSUANT TO SECTIONS 13 AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

|(Mark One) |                                                                                         
|---------- | ----------------------------------------------------------------------------------------
|ý          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|           | For The Fiscal Year Ended December 31, 2004                                             
|OR        
|o          | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
 to

Commission File No: 000-24567

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NATROL, INC.

(Exact name of registrant as specified in its charter)

Delaware(State of Incorporation)

95-3560780(I.R.S. Employer Identification No.)


21411 Prairie Street
Chatsworth, California 91311(Address of principal executive offices)

(818) 739-6000(Registrant's telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act:None

Securities
registered pursuant to section 12(g) of the Act:Common Stock, par value $.01 per share

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Indicate
by a 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 ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Registration S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 126-2). Yes o    No ý

The aggregate market value of the shares of the registrant's Common Stock held by non-affiliates of the registrant on June 30, 2004 was
approximately $19.9 million based upon the closing price per share of the registrant's Common Stock as reported on the NASDAQ National Market on such date. Calculations of holdings by
non-affiliates is based upon the assumption, for these purposes only, that executive officers, directors, and persons holding 10% or more of the outstanding Common Stock are affiliates.
This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As
of February 4, 2005, the registrant had 13,387,998 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement for its 2004 Annual Meeting of Stockholders are incorporated by reference into Part III of this
Form 10-K.



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NATROL, INC.
2004 ANNUAL REPORT on Form 10-K

TABLE OF CONTENTS

|         |  |                                                                                                          |  | Page
|-------- |  | -------------------------------------------------------------------------------------------------------- |  | ----
|PART I   |  | 3                                                                                                       
|Item 1.  |  | Business                                                                                                 |  | 3   
|Item 2.  |  | Properties                                                                                               |  | 23  
|Item 3.  |  | Legal Matters                                                                                            |  | 23  
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                      |  | 23  
|PART II  |  | 24                                                                                                      
|Item 5.  |  | Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Securities |  | 24  
|Item 6.  |  | Selected Consolidated Financial Data                                                                     |  | 25  
|Item 7.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                    |  | 26  
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                               |  | 36  
|Item 8.  |  | Financial Statements and Supplementary Data                                                              |  | 37  
|Item 9.  |  | Changes and Disagreements with Accountants on Accounting and Financial Disclosure                        |  | 61  
|PART III |  | Items 10, 11, 12, 13 and 14                                                                              |  | 61  
|PART IV  |  | 63                                                                                                      
|Item 15. |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                                         |  | 63  

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains "forward looking statements." Natrol, Inc., a Delaware corporation organized in 1980, the "Company" or "Natrol", is including this
statement for the express purpose of availing itself of protections of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to all such forward looking
statements. Examples of forward looking statements include, but are not limited to, the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "intend," "estimate,"
"assume," "plan," or "anticipates" or the negative thereof, other variations thereon, or comparable terminology, or by discussions of strategy that predict or indicate future events or trends or that
are not historical facts. The Company cannot assure the future results or outcome of the matters described in these statements; rather, these statements merely reflect its current expectations of the
approximate outcome of the matter discussed. The Company does not undertake any obligation and does not currently intend to update any such statements at any time in the future.

The
Company's ability to predict results or the effect of certain events on the Company's operating results is inherently uncertain. Forward-looking statements should not be unduly
relied on since they involve known and unknown risks, uncertainties and other factors, some of which are beyond the Company's control. These risks, uncertainties and other factors may cause actual
results, performance or achievements to differ materially from the anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Therefore, the
Company wishes to caution each reader of this report to carefully consider the following factors and certain other factors discussed herein, including the factors discussed under the caption "Risk
Factors and Factors Affecting Forward Looking Statements," and factors discussed in other past reports. The factors discussed herein may not be exhaustive. Therefore, the factors contained
herein should be read together with other reports and documents that are filed by the Company with the SEC from time to time, which may supplement, modify, supersede or update the factors listed in
this document.

Factors
that could cause or contribute to the Company's actual results differing materially from those discussed herein or for the Company's stock price to be affected adversely include,
but are not limited to: (i) industry trends, including a general downturn or slowing of the growth of the dietary supplement industry; (ii) increased competition from current competitors
and new market entrants including but not limited to increased competition from private label house brands supported by retailers seeking to increase the market share of their proprietary house
brands. Private label brands control the largest share of the vitamin, mineral and supplement (VMS) sector; (iii) adverse publicity regarding the dietary supplement industry or the Company's
products; (iv) exposure to product liability claims, in particular because the Company has chosen to self-insure against product liability claims due to the high price of product
liability insurance, the inability to secure occurrence based coverage, as well as the limited amount of coverage provided by insurers willing to provide insurance at high prices; (v) exposure
to and the expense of defending and resolving potential product liability claims that are left uncovered by insurance as well as the expense of defending and resolving other litigation which may or
may not be covered by insurance; (vi) the Company's dependence upon its ability to develop new products; (vii) returns of the Company's products which may be returned by customers at
any time due to lack of sell through to consumers or because competitors have convinced the Company's customers that Natrol's products should be replaced with competitor products; (viii) the
Company's ability to manage inventory or sell its inventory before such inventory becomes outdated, (ix) the Company's ability to gain or expand or maintain distribution within new or existing
customers and new or existing channels of trade; (x) an increase in the cost of obtaining and maintaining shelf space with major national retailers who demand various forms of incentives from
their suppliers such as slotting fees, coop advertising, or rebates; (xi) adverse changes in government regulation or changes in local or national laws; (xii) dependence on significant
customers; (xiii) the Company's ability to keep and attract key management employees; (xiv) the Company's inability to manage growth and execute its business plan, or the Company's
ability to modify its business plan in response to market conditions, including,

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but
not limited to, its ability to enter into new businesses and capitalize upon new business opportunities or to divest itself of businesses that are not profitable or do not deliver sufficient
profit to meet that Company's goals; (xv) the Company's ability to consummate future acquisitions and its ability to integrate acquired businesses; (xvi) the absence of conclusive
clinical studies for many of the Company's products; (xvii) the Company's inability to obtain raw materials that are in short supply (xviii) sales and earnings volatility,
(xix) volatility of the stock market; (xx) the Company's ability to manufacture its products efficiently; (xxi) the Company's reliance on independent brokers to sell its products;
(xxii) the inability of the Company to protect its intellectual property; (xxiii) control of the Company by principal shareholders, (xxiv) the possible sale of large amounts of
stock by controlling stockholders; (xxv) a general downturn in the national economy as a whole; (xxvi) continued market acceptance of Natrol supplements, Laci Le Beau teas, Prolab's
sports nutrition products, and EPI's raw material products, (xxvii) increases in the cost of borrowings; (xxviii) and, the unavailability of additional debt or equity capital;
(xix) legal actions brought forth by federal, state and local governmental and private parties; and (xxx) the introduction of new federal, state, local or foreign legislation or
regulation or adverse determinations by regulators anywhere in the world (including the banning of products).

There
are a number of other factors affecting the Company's business, including the following risk factors of which investors should be aware:

Natrol
and its other brands, Laci Le Beau and Prolab, have each sold ephedra-based products in past years. The volume of such sales has not been large relative to the overall sales of
the Company and as of March 31, 2003 the Company stopped selling or manufacturing ephedra-based products. The sale of ephedra-based products in the United Stated was banned by the U.S. Food and
Drug Administration (FDA) in February 2004. Even so, the Company cannot guarantee that all of the ephedra-based products produced and sold to retailers are no longer on retailer shelves and
unavailable for sale.

During
2002, product liability insurance for ephedra-based products was generally unavailable. Occurrence-based product liability insurance became unavailable during the fourth quarter
of 2002. "Claims-made insurance," that was available for these products, was offered to the Company only with substantially lower limits than the Company had carried in prior years and at
rates that were many times higher than those paid in prior years. As of July, 2003, the Company chose to self-insure against product liability claims due to the high price of product
liability insurance, the inability to secure occurrence based coverage, as well as the limited amount of coverage provided by insurers willing to provide insurance at high prices. The Company cannot
predict the state of the insurance market in future years, or for that matter, whether or not insurance will be available to the Company at any price.

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PART I

ITEM 1.    BUSINESS

The Company's executive offices are located at 21411 Prairie Street, Chatsworth, California 91311 and its telephone number is
818-739-6000. Company information may be accessed via the Company's web site at http: //www.natrol.com. Unless the context otherwise requires the terms the "Company" and
"Natrol" refer to Natrol, Inc. and, as applicable, its subsidiaries.

GENERAL

Natrol manufactures and markets branded, high-quality dietary supplements, herbal teas, nutraceutical ingredients and sports nutrition products under
three labels: the Natrol brand, the Laci Le Beau brand of herbal teas, and the Prolab sports nutrition brand. The Company also markets high quality nutraceutical ingredients to other manufacturers of
supplements or fortified foods through its Essentially Pure Ingredient (EPI) raw material supply division which also markets contract manufacturing services to companies within the nutraceutical
industry.

The
Company's core Natrol brand focuses on supplements that are in high demand as well as specialty niche and proprietary formulations that have potentially strong margins. The Company
positions Natrol as a premium brand of supplements rather than as a value brand.

Dietary
supplements are sold primarily under the Company's Natrol brand. These supplements include vitamins, minerals, hormonal supplements, herbal products and specialty combination
formulas that contribute to an individual's physical well being. The Company sells its products through multiple distribution channels throughout the United States. These channels include domestic
health food stores and mass-market drug, clubs, retail and grocery store chains. The Company also sells its products through independent catalogs, Internet shopping sites, and within
approximately 40 foreign
countries through international distributors who purchase Natrol's products F.O.B. the United States. The Company's strategy emphasizes building strong recognition of the Natrol brand across multiple
distribution channels through an advertising strategy that includes print advertising, television advertising, radio advertising and coop advertising with customers designed to build consumer
awareness and increase the purchase of its products by consumers.

Herbal
teas are sold under the Company's Laci Le Beau brand. Laci Le Beau teas are flavored herbal teas. The primary tea category is Laci Le Beau Dieter'stea. The Company uses the same sales people and
brokers to sell teas as it does supplements. And, as with its supplement business, the
Company's strategy emphasizes building strong recognition of the Laci Le Beau brand across multiple distribution channels.

The
Prolab sports nutrition line of products is targeted to body builders and health minded individuals seeking a high degree of physical fitness. Prolab's products include supplements
designed to help these individuals gain and lose weight as well as improve muscle mass and muscle definition. Prolab products are sold through fitness centers, health food stores, and internationally,
through selected distributors. Prior to October 2003, Prolab was operated as a separate operating segment with its own management and administration. This operating segment was managed in
Bloomfield, Connecticut. During 2003, the Company integrated Prolab into the core Natrol business with Prolab becoming a sub-brand within Natrol similar to Laci Le Beau. This consolidation
was completed at the end of the third quarter of 2003 and as of the fourth quarter of 2003, the Company no longer reported Prolab as a separate operating entity. As of the completion of the
consolidation, all management and administration for Prolab was consolidated into the Company's headquarters in Chatsworth, California and the only functions remaining in Bloomfield, Connecticut are
warehousing and distribution.

The
Company also sells nutraceutical grade ingredients such as garlic and arabinogalactan to other manufacturers through its EPI division. The EPI division also markets Natrol's
manufacturing

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capabilities
to other nutraceutical businesses that need contract manufacturing support. EPI shares all of Natrol's resources including Natrol's headquarters facility, its manufacturing and research
and development personnel and expertise, its financial resources, as well as accounting and management resources.

Natrol's
consumer products fall into the general definition of vitamin, minerals, herbs and dietary supplements (VHMS). Each year, every segment of the Company strives to broaden its
product offerings so as to increase revenue and gross profits while lessening dependence upon any one product. The Company divides its business other than the EPI business into approximately 50
product categories. The products in these categories are packaged into approximately 500 stock keeping units (SKUs).

Two
product categories, Ester-C and Carb Intercept represented more than 10% of gross sales in 2004 and one product category, Ester-C, represented more than 10%
of gross sales in 2003. No product category represented more than 10% of gross sales in 2002.

The
Company actively participates in and financially supports a number of scientific and educational industry organizations that promote consumer well being. These include the Citizens
for Health, the National Nutritional Foods Association (NNFA), American Herbal Products Association, American Herbal Pharmacopoeia, and the American Botanical Council. The Company is also a founding
member of the Dietary Supplement Education Alliance (DSEA) of which Mr. Balbert, the Company's president, serves as the CEO. The DSEA is a not-for-profit organization
consisting of more than 60 companies whose role is to improve public health by communicating the benefits of dietary supplements.

BUSINESS STRATEGY

Quality Supplier

The Company's primary business strategy is to position itself as a quality supplier of nutraceutical products that can be trusted by consumers and retailers
alike.

The
Natrol and Laci Le Beau brands are sold across multiple channels of distribution including health foods, stores, mass-market retail outlets including club stores,
catalogs and Internet sales organizations.

The
Prolab brand is also sold across multiple channels of distribution but sales through the mass-market channel of distribution are limited because this is not a channel
where sports nutrition products are primarily sold.

As
a quality supplier, the Company places a strong emphasis on quality control because it believes that quality standards play a critical factor in consumer purchasing decisions and in
differentiating the Natrol brand. The Company's products are manufactured in accordance with current Good Manufacturing Practices (GMPs) standards set by the National Nutritional Foods Association
(NNFA).

The
Company also carefully reviews its products to ensure regulatory compliance, safety and efficacy.

Product Innovation

A core part of the business strategy is to be a product leader. As such the Company's Research and Development (R&D) department is constantly working to identify
and develop new product and technologies related to the supplement business. Products can be internally developed or acquired from third parties. There is no guarantee that the Company can, in any
given time period, develop or acquire commercially successful products. New products, even with large resources, are difficult to develop. The Company's resources are less than those of its larger
competitors. The Company's

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inability
to develop new products or technologies could have a material adverse effect on the Company's business.

Customer Relations

As a quality supplier of nutraceutical products, the Company's strategy includes developing and maintaining strong working relationships with its customers.

The
Company works with its mass-market retailers to ensure that its most profitable and rapidly selling items remain on retailers' shelves while it seeks to obtain more shelf
space for additional, potentially profitable, items.

Within
the health food store channel of distribution, the Company believes that its product line is under-represented and its strategy within that channel of trade is to ensure that
retail outlets carry a higher percentage of what the Company considers to be its core line of products.

Maintain Infrastructure for Growth

Natrol has a state-of-the art SAP enterprise resource planning software system to manage production, sales and accounting. In 2004, the
Company expanded its quality control facility in order to facilitate that it will be able to meet future regulatory requirements. The Company regularly evaluates its operations and makes investments
in building infrastructure, as necessary.

Experienced Management Team

The Company's management team has extensive experience in the nutritional supplement industry and has developed long-standing relationships with its
suppliers and its customers. The Company believes that the quality of its management team at all levels is important and seeks to employ managers with experience in each respective position.

SALES

BRANDED PRODUCTS

The Company distributes its Natrol supplements and Laci Le Beau teas primarily to domestic, independent, health food stores and mass-market club,
drug, retail and food stores. Although the Company sells the same Natrol or Laci Le Beau products to both the health food and mass-market channels of distribution, it has built different
sales organizations to meet the differing requirements of each channel of trade.

The
Company sells its branded Natrol and Laci Le Beau products to health food stores primarily through leading national distributors, includingUnited Natural
Foods, Nature's BestandTree of Life. Natrol and Laci Le Beau products are also sold by health food store chains such as Wild Oats Markets,Whole Foods Market,GNC, Fred Meyer Nutrition CentersandThe Vitamin
Shoppes, as well as by most independent health food stores.

Within
the health food channel of trade, the Company maintains a sales staff of regional representatives across the country managed by a national manager who reports to the Company's
Vice President of Retail Sales. These sales representatives call on individual storeowners and distributors promoting the Natrol and Laci Le Beau lines.

The
mass-market distribution channel is also managed by the Company's Vice President of Retail Sales. The Company employs three sales managers who manage an independent
broker network of more than 40 groups throughout the country. The Company's employees service certain of its larger mass-market accounts directly while independent brokers service others
in conjunction with the Company's management. The Company sells its products to mass-market merchandisers either directly

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or
through distributors of vitamins, minerals and other supplement products such as:Amerisource Bergen, McKesson, andCardinal.

Some
of the Company's major drug, club and mass-market retail and grocery customers include:

|                     |  |           |  |            
|-------------------- |  | --------- |  | -----------
|Walgreens           |  | Costco    |  | CVS        
|Albertson's         |  | Rite Aid  |  | Long's Drug
|Brooks/Eckerd       |  | Sam's     |  | Wal-Mart   
|BJ's Wholesale Club |  | Hannaford |  | Dominick's 
|HEB                 |  | Von's     |  | Kroger     

Sales
of vitamins and supplements within the mass-market channel of trade are extremely competitive with all vendors competing vigorously to defend their positions within
each mass-market account. Many mass-market retailers emphasize their own in-house private label brand which creates additional competition. Vendors to the
mass-market class of trade continually analyze their own shelf space as well as that of their competitors in an effort to maximize profits for themselves and the mass-market
retailer. The result is a natural cycle in which companies such as Natrol prune slower moving items from store shelves, replacing them with faster selling products. The Company's central strategy is
to ensure that its most profitable and rapidly selling items remain on retailers' shelves while it seeks to obtain more shelf space for additional, potentially profitable, items.

Within
the health food store channel of distribution, the Company believes that its product line is under-represented and its strategy within that channel of trade is to ensure that
retail outlets carry a higher percentage of what the Company considers to be its core line of products.

The
Company provides retailers in both the health food store and the mass-market distribution channels with a wide array of comprehensive services tailored to meet their
individual needs. In the health food store channel, the Company's dedicated sales force maintains direct and regular contact with key store personnel informing them of new product developments and
industry trends, aiding them in the design of store sets and creating merchandising programs that promote brand and category awareness. The Company's regional managers and independent brokers in the
mass-market distribution channel work with corporate buyers focusing on special promotional activities and brand and category awareness in order to improve the consumer purchases of Natrol
products and increase the movement of items through each outlet. The objective of these activities is to build strong relationships with the Company's marketing partners, to increase the number of
stores carrying its products and improve the profitability of the items sold within each of the Company's trading partners.

Prolab
products are sold primarily through sports nutrition retail stores, fitness centers, websites, health food stores and internationally through designated distributors.
Approximately 37.0% of Prolab's sales are to distributors who sell products to European, Canadian and other non-domestic accounts.

Prolab's
domestic sales are primarily to wholesalers who in turn service retail accounts. Prolab's wholesaler network focuses on health food stores, health clubs and fitness facilities
that cater to body builders and other individuals seeking a high level of fitness.

No
customer of the Company represented more than 10% of net sales for the years ended December 31, 2004 and 2003. One customer represented 12.3% of net sales in the year ended
December 31, 2002.

CONTRACT MANUFACTURING AND INGREDIENT SUPPLY SALES: EPI

The Company's contract manufacturing services are primarily marketed through the EPI sales force. The Company manufactures a number of products pursuant to
contracts with customers who distribute the products under their own private labels. As a contract manufacturer, the Company will

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often
assist its customers in the formulation of their products. Contract manufacturing accounted for approximately 5.1% of the Company's gross sales in 2004.

In
its bulk ingredient business, EPI sells nutraceutical grade garlic, kava kava, melatonin and arabinogalactan to other manufacturers of nutritional products. Bulk ingredient sales
accounted for 2.3% of the Company's gross sales in 2004. This part of the Company's business weakened substantially during 2004. Sales of garlic and vegetable powders fell approximately 40% in 2004.
Reasons for the decline include market conditions and competition from domestic and international suppliers. This decline was partially offset by sales of arabinogalactan. However, in 2004, the
Company ended its exclusive supply agreement with Larex, Inc., "Larex," for the supply of arabinogalactan. Larex continues to supply the Company with arabinogalactan but on a
non-exclusive basis. In January 2005, the Company also exercised its right to not renew the endorsement contract for arabinogalactan with Earvin "Magic" Johnson for the promoting of
the Company's My Defense formulation and other formulations containing arabinogalactan. Due to these factors, sales of arabinogalactan are expected to be less in 2005 than in 2004.

Through
the end of 2004, EPI obtained its nutraceutical grade garlic from ConAgra Foods, Inc. (ConAgra) pursuant to a multi-year supply agreement that gave the Company
the exclusive right to sell ConAgra's nutraceutical grade garlic in the dietary supplement industry. The agreement, which extended until December 31, 2007 and stipulated certain pricing and
volume terms was terminated by the mutual consent of ConAgra and the Company in February 2005. Nutraceutical grade garlic is also available from international suppliers at competitive prices.

Due
to the decline in the sales of garlic and vegetable powders as well as the ending of the exclusive supply agreement with Larex and ConAgra, the Company has begun to
re-examine its business strategy as it relates to the ingredient supply business. Total gross shipments of vegetable powders and arabinogalactan in 2004 amounted to approximately
$2.1 million. A new strategy for the EPI ingredient supply business may call for a substantial alteration in EPI's structure as well as changes or limitations to the products and services
provided by this division of the Company.

The
Company's current strategy with respect to its contract manufacturing business is to selectively bid on profitable contract manufacturing business that can help the Company improve
the utilization of its manufacturing plant.

MARKETING

BRANDED PRODUCTS

Management believes the Company's strategy of selling the Natrol and Laci Le Beau and Prolab brands through all appropriate channels of distribution including the
health, mass-market, convenience store, fitness and health clubs and Internet channels distinguishes the Company from its competition. Most competitors sell products into each channel
using different brand names within each channel.

The
Company's core strategy has been to build the Natrol, Laci Le Beau and Prolab brand names within multiple channels of distribution in order to develop increased brand awareness and
strong brand recognition among consumers seeking products with a reputation for quality. The Company believes it can leverage its reputation for high quality products developed within the health food
distribution channel in the mass-market and other channels by positioning its products as a high quality brand rather than a value brand.

The
Company has utilized print, radio and television advertising as well as cooperative and other incentive programs to build consumer awareness and generate sales revenue.

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The
Company periodically reviews its media mix for its effectiveness in creating consumer demand. As such, the Company's use of certain media in past operating periods is not necessarily
an indicator of media choices to be made in future operating periods.

INGREDIENT SUPPLY SALES AND CONTRACT MANUFACTURING SALES

The Company's EPI bulk ingredients division relies primarily on visibility developed through trade shows, advertising in trade publications and brochures to
supplement the sales efforts of its sales people.

The
contract manufacturing business relies on trade shows, trade publications, and word-of-mouth as well as the delivery of information from its sales staff,
primarily its Essentially Pure Ingredients sales people.

RESEARCH & DEVELOPMENT

The Company maintains a research and development department whose role is to monitor developments within the dietary supplement industry and to identify or
develop new, marketable products for the Company. The Company's research and development staff constantly reviews periodicals, scientific research and relevant clinical studies within medical journals
and on-line databases. The staff meets with vendors and evaluates new ingredients. The research and development team also consults scientists and employs research consultants on a regular
basis regarding new product concepts. The Company's research and development department is constantly seeking to acquire new products, product rights, and technologies that can be profitably marketed
to its customers.

Before
a product is introduced, research and development assists with the review of the safety and efficacy of ingredients, standards for production and further assists in the review of
labeling information, label claims and potential patent, trademark, legal or regulatory issues. The R&D department helps in the overall process of ensuring that all the Company's products meet label
claims and that all formulations are safe and efficacious if produced to the standards that have been developed.

MANUFACTURING AND PRODUCT QUALITY

DIETARY SUPPLEMENTS

The Company manufactures its branded Natrol and private label supplements as well as Prolab tablets and capsules at its 90,000 square foot manufacturing
facility/headquarters located in Chatsworth, California. At this facility, the Company manufactures both tablets and two-piece capsules, which account for the vast majority of the
Company's supplement sales. The Company uses third party vendors to produce its liquid products, powders, softgels and tea.

The
Company has current manufacturing capability to produce four million tablets and capsules per eight hour shift and 420,000 bottles per week.

The
Company operates flexible manufacturing lines which enable the Company to shift output efficiently among various pieces of equipment depending upon such factors as batch size,
tablets or capsule count and labeling requirements. The Company strives to fulfill and ship all orders within 48 hours.

The
Company places a strong emphasis on quality control because it believes that quality standards play a critical factor in consumer purchasing decisions and in differentiating the
Natrol brand. The Company's products are manufactured in accordance with current Good Manufacturing Practices (GMPs) standards set by the National Nutritional Foods Association (NNFA).

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The
Company requires all raw materials or finished products to be placed in quarantine upon receipt before release by the Company's quality control laboratory. The Company conducts
sample testing, weight testing, purity testing, dissolution testing and, where required, microbiological testing. When materials are released from quarantine, each lot is assigned a unique lot number
which is tracked throughout the manufacturing process. Materials are blended, tested and then encapsulated or formed into pills which may or may not be coated. The Company routinely performs
qualitative and quantitative quality control procedures on its finished products.

Raw Material Supply:

The Company obtains its raw materials for the manufacture of its products from third-party suppliers. Many of the raw materials used in the Company's products are
harvested internationally. The Company
does not have contracts with any suppliers committing such suppliers to provide the materials required for the production of its products. During the last decade, coenzyme Q10, natural vitamin E, beta
carotene, melatonin, kava, and a select number of other raw materials have had significant price fluctuations as a result of short supply and or increases in demand. The Company has experienced
occasional shortages of raw materials for a limited number of its products, but to date has only encountered short-term production interruptions as a result of such shortages. Three of the
Company's suppliers each accounted for more than 10% of the Company's inventory purchases in 2004. The loss of any of these suppliers could have a material adverse effect on the Company's ability to
produce and sell goods. The Company does not have a long-term supply agreement with any of these three suppliers.

Specialty Suppliers:

The Company also sells a limited number of products under the supplier's trademark. In 2004, the most significant of these is the Company's
Ester-C® line of products which accounts for approximately 11% of the Company's gross sales. When the Company markets products under the supplier's trademark, the Company is
limited to that single supplier as a source of raw materials for that product. As a result, any shortage of raw materials from that supplier would adversely affect the Company's ability to manufacture
that product. Price increases from these suppliers could severely impact the profitability of these items. The inability of the Company to obtain adequate supplies of raw materials for its products at
favorable prices, or at all, could have a material adverse effect on the Company's business, financial condition and results of operations.

The
Company's source of arabinogalactan is a single suppler, Larex, Inc. It is possible that Larex may not be able to adequately meet demand. The Company does not believe that
other sources of the nutraceutical grade of arabinogalactan are readily available from other suppliers.

Shipping facilities:

The
Company also owns a 132,000 sq. ft. warehouse facility located less than one-quarter mile from its manufacturing facility. Approximately 52,000 sq. ft. of this warehouse
facility is subleased. Rental income was approximately $389,000, $473,000 and $460,000, for the years ended December 31, 2004, 2003 and 2002 respectively. The remaining 80,000 sq. ft. is now
being used by the Company to ship finished goods to the Company's customers. Finished goods are transferred from the Company's packaging lines to the distribution facility for storage prior to
shipment to customers.

Prolab
products are shipped from the company-owned, 25,000 sq. ft. facility located in Bloomfield, Connecticut.

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TEAS

The Company primarily relies upon third parties for the milling and processing of its herbal teas. The Company directly provides a majority of the herbs and other
raw materials used in the production of its teas to these third parties. Tea bags produced by these parties are packaged into boxes at the Company's manufacturing facility in Chatsworth, California.

PROLAB

The Company produces, at its headquarters/manufacturing facility, Prolab supplements that are sold in tablet or capsule form. However, the Company relies on third
party vendors to process and package a majority of Prolab's products which consists of powders, nutrition bars and drinks.

TRADEMARKS AND PATENTS

The Company regards its trademarks, patent applications and other proprietary rights as valuable assets. The Company believes that protecting its key trademarks
is crucial to its business strategy of building strong brand name recognition and that such trademarks have significant value in the marketing of its products. The Company may in some cases seek to
protect its research and development efforts by filing patent applications for proprietary products.

The
Company's policy is to pursue registrations for all of the trademarks associated with its key products. The Company relies on common law trademark rights to protect its unregistered
trademarks as well as its trade dress rights. Common law trademark rights generally are limited to the geographic area in which the trademark is actually used, while a United States federal
registration of a trademark enables the registrant to stop the unauthorized use of the trademark by any third party anywhere in the United States. Furthermore, the protection available, if any, in
foreign jurisdictions may not be as extensive as the protection available to the Company in the United States.

Currently,
the Company has received one United States patent for its Kavatrol product and has received two United States patents related to two amino acid products, SAF and SAF for Kids.
To the extent the Company does not have patents on its products, another company may replicate one or more of the Company's products.

Although
the Company seeks to ensure that it does not infringe on the intellectual property rights of others, there can be no assurance that third parties will not assert intellectual
property infringement claims against the Company.

COMPETITION

The dietary supplement industry is highly competitive. Competition is based primarily on price, quality and assortment of products, customer service, marketing
support, and the availability of new products. The Company competes by primarily positioning itself as a supplier of quality products, oftentimes with unique compositions, as opposed to positioning
itself as a value brand which competes primarily through low pricing.

The
Company's direct competition consists primarily of publicly and privately owned companies, which tend to be fragmented in terms of both geographical market coverage and product
categories. Numerous companies, many of which are greater in size and financial, personnel, distribution and other resources than the Company, compete with the Company in the development, manufacture
and marketing of dietary supplements. Numerous competitors sell broader product lines than the Company.

The
Company's principal competition in the health food store distribution channel comes from a limited number of large nationally known manufacturers and many smaller manufacturers of
dietary supplements. In the mass-market distribution channel, the Company's principal competition comes from

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broadline
manufacturers, major private label manufacturers and other companies. In addition, several large pharmaceutical companies compete with the nutritional supplement companies. Competition from
such companies is difficult because such companies have greater financial and other resources available to them and possess manufacturing, distribution and marketing capabilities far greater than
those of the Company. The Company also faces competition in both the health food store and mass-market distribution channels from private label dietary supplements and multivitamins
offered by health and natural food store chains, drugstore chains, mass merchandisers and supermarket chains.

REGULATORY MATTERS

The manufacture, packaging, labeling, advertising, promotion, distribution and sale of the Company's products are subject to regulation by numerous governmental
agencies which regulate the Company's products. The Company's products are subject to regulation by, among other regulatory entities, the Consumer Product Safety Commission (CPSC), the U.S. Department
of Agriculture (USDA), the Environmental Protection Agency (EPA) and the U.S. Food and Drug Administration (FDA). Advertising and other forms of promotion and methods of marketing of the Company's
products are subject to regulation by the U.S. Federal Trade Commission (FTC), which regulates these activities under the Federal Trade Commission Act (FTCA). The manufacture, labeling and advertising
of the Company's products are also regulated by various state and local agencies as well as those of each foreign country to which the Company distributes its products.

The
Dietary Supplement Health and Education Act of 1994 (DSHEA) revised the provisions of the Federal Food, Drug, and Cosmetic Act (FFDC Act) concerning the regulation of dietary
supplements. The substantial majority of the products marketed by the Company are regulated as dietary supplements under the FFDC Act.

Under
the current provisions of the FFDC Act there are four categories of claims that pertain to the regulation of dietary supplements. Health claims are claims that describe the
relationship between a nutrient or dietary ingredient and a disease or health related condition and can be made on the labeling of dietary supplements if supported by significant scientific agreement
and authorized by the FDA in advance via notice and comment rulemaking. Nutrient content claims describe the nutritional value of the product and may be made if defined by the FDA through notice and
comment rulemaking and if one serving of the product meets the definition. Statements of nutritional support or product performance, which are permitted on labeling of dietary supplements without FDA
pre-approval, are defined to include statements that: (i) claim a benefit related to a classical nutrient deficiency disease and discloses the prevalence of such disease in the
United States; (ii) describe the role of a nutrient or dietary ingredient intended to affect the structure or function in humans; (iii) characterize the documented mechanism by which a
dietary ingredient acts to maintain such structure or function; or (iv) describe general well-being from consumption of a nutrient or dietary ingredient. In order to make a
nutritional support claim the marketer must possess substantiation to demonstrate that the claim is not false or misleading and if the claim is for a dietary ingredient that does not provide
traditional nutritional value, prominent disclosure of the lack of FDA review of the relevant statement and notification to the FDA of the claim is required. Drug claims are representations that a
product is intended to diagnose, mitigate, treat, cure or prevent a disease. Drug claims are prohibited from use in the labeling of dietary supplements.

Claims
made for the Company's dietary supplement products may include statements of nutritional support and health and nutrient content claims when authorized by the FDA or otherwise
allowed by law. The FDA's interpretation of what constitutes an acceptable statement of nutritional support may change in the future thereby requiring that the Company revise its labeling. In
addition, a dietary supplement that contains a new dietary ingredient (i.e., one not on the market before October 15, 1994) must have a history of use or other evidence of safety establishing
that it is reasonably expected to be safe. The manufacturer must notify the FDA at least 75 days before marketing products

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containing
new dietary ingredients and provide the FDA the information upon which the manufacturer based its conclusion that the product has a reasonable expectation of safety.

The
FDA in the first quarter of 2004 banned ephedra products. The Company discontinued the sale of ephedra-based products in the first quarter of 2003.

The
FDA has also announced its intention to promulgate new GMPs specific to dietary supplements, to fully enforce DSHEA and monitor compliance with the Bioterrorism Act of 2002.

The
failure of the Company to comply with applicable FDA regulatory requirements could result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines
and criminal prosecutions. The Company intends to comply with the new GMPs once they are adopted.

As
a result of the Company's efforts to comply with applicable statutes and regulations, the Company has from time to time reformulated, eliminated or relabeled certain of its products
and revised certain of its advertising claims. The Company cannot predict the nature of any future laws, regulations, interpretations or applications, nor can it determine what effect additional
governmental regulations or administrative orders, when and if promulgated, would have on its business in the future. They could, however, require the reformulation of certain products to meet new
standards, the recall or discontinuance of certain products not capable of reformulation, additional record keeping, expanded documentation of the properties of certain products, expanded or different
labeling, and/or scientific substantiation. Any or all of such requirements could have a material adverse effect on the Company's business, financial condition and results of operations.

The
Company's advertising and sale of its dietary supplement products is subject to regulation by the FTC under the FTCA. Section 5 of the FTCA prohibits unfair methods of
competition and unfair or deceptive acts or practices in or affecting commerce. Section 12 of the FTCA provides that the dissemination or the causing to be disseminated of any false
advertisement pertaining to drugs or foods, which would include dietary supplements, is an unfair or deceptive act or practice. Under the FTC's Substantiation Doctrine, an advertiser is required to
have a "reasonable basis" for all objective product claims before the claims are made. Failure to adequately substantiate claims may be considered either
deceptive or unfair practices. Pursuant to this FTC requirement the Company is required to have adequate substantiation for all material advertising claims made for its products.

On
November 18, 1998, the FTC issued "Dietary Supplements: An Advertising Guide for Industry." This guide provides marketers of dietary supplements with guidelines on applying FTC
law to dietary supplement advertising. It includes examples of the principles that should be used when interpreting and substantiating dietary supplement advertising. Although the guide provides
additional explanation, it does not substantively change the FTC's existing policy that all supplement marketers have an obligation to ensure that claims are presented truthfully and to verify the
adequacy of the support behind such claims. The Company's internal staff, in conjunction with outside counsel, reviews its advertising claims for compliance with FTC requirements.

The
FTC has a variety of processes and remedies available to it for enforcement, both administratively and judicially, including compulsory process, cease and desist orders and
injunctions. FTC enforcement can result in orders requiring, among other things, limits on advertising, corrective advertising, consumer redress, divestiture of assets, rescission of contracts and
such other relief as may be deemed necessary. A violation of such orders could have a material adverse effect on the Company's business, financial condition and results of operations.

Advertising
and labeling for dietary supplements and conventional foods are also regulated by state, county and other local governmental authorities. Some states also permit these laws
to be enforced by Private Attorneys General. These Private Attorneys Generals may seek relief for consumers, seek class action certifications, seek class-wide damages, seek
class-wide refunds and product recalls of products sold by the Company. In the ordinary course of business, the Company is

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named
as a defendant in these types of state governmental agency and Private Attorneys General Actions along with other vitamin and supplement companies. Until the courts rule that laws have been
violated, that the actions can proceed by state governmental agencies or Private Attorneys General and or Class Actions and that cognizable injuries have occurred, the Company does not believe such
actions will have any material impact on its operations. There can be no assurance that state and local authorities will not commence regulatory action which could restrict the permissible scope of
the Company's product advertising claims or products that can be sold in the future.

Governmental
regulations in foreign countries where the Company plans to commence or expand sales may prevent or delay entry into the market or prevent or delay the introduction, or
require the reformulation, of certain of the Company's products. Compliance with such foreign governmental regulations is generally the responsibility of the Company's distributors for those
countries. These distributors are independent contractors over whom the Company has limited control.

The
Company manufactures certain products pursuant to contracts with customers who distribute the products under their own or other trademarks. Such private label customers are subject
to government regulations in connection with their purchase, marketing, distribution and sale of such products. The Company is subject to government regulations in connection with its manufacture,
packaging and labeling of such products. However, the Company's private label customers are independent companies, and their labeling, marketing and distribution of such products is beyond the
Company's control. The failure of these customers to comply with applicable laws or regulations could have a material adverse effect on the Company's business, financial condition and results of
operations. The Company many be named in legal proceedings directed at the independent companies' sales and liability creating activities.

The
Company may be subject to additional laws or regulations by the FDA or other federal, state, county, local or foreign regulatory authorities, the repeal of laws or regulations which
the Company considers favorable, such as the Dietary Supplement Health and Education Act of 1994, or more stringent interpretations of current laws or regulations, from time to time in the future. The
Company is unable to predict the nature of such future laws, regulations, interpretations or applications, nor can it predict what effect additional governmental regulations, legal proceedings or
administrative orders, when and if promulgated or initiated would have on its business in the future. They could, however, require the reformulation of certain products to meet new standards, the
recall or discontinuance of certain products not able to be reformulated, imposition of additional record keeping requirements, expanded documentation of the properties of certain products, expanded
or different labeling and scientific substantiation. Any or all of such requirements could have a material adverse affect on the Company's business, financial condition and results of operations.

EMPLOYEES

As of December 31, 2004, the Company had approximately 284 employees. Of such employees, approximately 43 were engaged in marketing and sales, 198 were
devoted to production and distribution and 43 were responsible for management and administration. None of the Company's employees is covered by a collective bargaining agreement. The Company considers
its relations with its employees to be good.

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RISK FACTORS AND FACTORS AFFECTING FORWARD LOOKING STATEMENTS

The Company's ability to predict results or the effect of certain events on the Company's operating results is inherently uncertain. Therefore, the Company wishes
to caution each reader of this report to carefully consider the following factors and certain other factors discussed herein and in other past filings with the Securities and Exchange Commission.

Factors
that could cause or contribute to the Company's actual results differing materially from those discussed herein and in any forward looking statement or for the price of the
Company's Common Stock to be affected adversely include but are not limited to:

Industry trends.The total United States retail market for nutritional supplements is highly fragmented. Highly documented
industry data is not readily available and, when available, it is generally historical in nature, reporting on periods 12 months or more in arrears. One industry source, the Nutrition Business
Journal, a trade publication, reported in mid 2004 that supplement sales have grown from $18.1 billion in 2001 to $19.8 billion in 2003, which reflects a compounded growth rate of
approximately 3%.

Information
Resources, Inc. ("IRI") tracks sales data within the food, drug, and mass-market channels of distribution. This tracking does not include
Wal-mart sales which are a significant portion of this sector. For the 52 weeks ended December 5, 2004, VMS sales as tracked by IRI showed a decline of 1% in year over year
comparisons

Private
label business has been a significant growth element within the VMS industry. The growth of private label sales impacts the sales of branded products such as those distributed by
Natrol. Private label sales are, to an ever-greater degree, being emphasized by large mass-market retailers. As such, the growth of brands such as Natrol, Laci Le Beau, and
Prolab within food, drug, and general mass-market merchants remains both highly competitive and uncertain.

In
addition to the trends in the nutraceutical industry, the United States economy has experienced significant fluctuations over the last few years, in part due to uncertainty over
foreign events, terrorists' activities, the war with Iraq, unemployment and job creation in the United States and swings in overall
consumer confidence. A sluggish economy inevitably impacts Natrol as well as the entire vitamin, mineral and supplement sector.

Competition.The dietary supplement industry is highly competitive. Numerous companies, many of which have greater size and
financial, personnel, distribution and other resources than the Company, compete with the Company in the development, manufacture and marketing of dietary supplements. The Company's principal
competition in the health food store distribution channel comes from a limited number of large nationally known manufacturers and many smaller manufacturers of dietary supplements. In the
mass-market distribution channel, the Company's principal competition comes from broadline manufacturers, major private label manufacturers and other companies. In addition, large
pharmaceutical companies compete with the Company and others in the dietary supplement industry. Packaged food and beverage companies compete with the Company on a limited basis in the dietary
supplement market. Increased competition from such companies could have a material adverse effect on the Company because such companies have greater financial and other resources available to them and
possess manufacturing, distribution and marketing capabilities far greater than those of the Company. The Company also faces competition in both the health food store and mass-market
distribution channels from private label dietary supplements and multivitamins offered by health and natural food store chains, drugstore chains, mass merchandisers and supermarket chains. Private
label brands at mass-market chains represent substantial sources of income for these merchants and the mass-market merchants often support their own labels at the expense of
other brands.

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Effect of Unfavorable Publicity.The Company believes the dietary supplement market is significantly affected by national
media attention regarding the consumption of dietary supplements. Future scientific research or publicity may not be favorable to the dietary supplement industry or to any particular product or
ingredient and may not be consistent with earlier favorable research or publicity. Because of the Company's dependence on consumers' perceptions, adverse publicity associated with illness or other
adverse effects resulting from the consumption of the Company's products or ingredients or any similar products distributed by other companies and future reports of research that are perceived as less
favorable or that question earlier research could have a material adverse effect on the Company's business, financial condition and results of operations. The Company is highly dependent upon
consumers' perceptions of the safety and quality of its products as well as dietary supplements distributed by other companies. Thus, the mere publication of reports asserting that such products may
be harmful or questioning their efficacy could have a material adverse effect on the Company's business, financial condition and results of operations, regardless of whether such reports are
scientifically supported or whether the claimed harmful effects would be present at the dosages recommended for such products.

There
is no guarantee that unfavorable publicity will not have a similar negative effect on other products in the future. This may be the case regardless of whether or not the negative
publicity is warranted to any degree.

Reduced Product Liability Insurance Coverage and Exposure to Product Liability Claims.The Company, like other retailers,
distributors and manufacturers of products designed for human consumption, faces an inherent risk of exposure to product liability claims in the event that the use of its products results in injury.
The Company may be subjected to various product liability claims, including, among others, that its products include inadequate instructions for use or inadequate warnings concerning possible side
effects and interactions with other substances. In addition, although the Company maintains strict quality controls and procedures, including the quarantine and testing of raw materials and
qualitative and quantitative testing of selected finished products, there can be no assurance that the Company's products will not contain contaminated substances. In addition, in certain cases, the
Company relies on third party manufacturers for its products. With respect to product liability claims, the Company self-insures. The company formerly maintained occurrence based insurance
coverage. However, such coverage became unavailable during the Company's renewal period in 2002. The cost of limited claims made coverage with high deductibles rose to such an extent, that the Company
chose to self-insure as of July 2003. The company deposited $5.0 million for a five-year policy term with an insurance carrier who provides certificates of
insurance to the Company's vendors. The $5.0 million earns interest and is classified as a non-current asset entitled "Restricted Cash" on the accompanying December 31, 2003
consolidated balance sheet. The $5 million is fully refundable to the Company should it decide to end the self-insurance program at the end of the policy term.

There
can be no assurance that insurance will, in future years, be available at a reasonable cost or available with limits that meet the requirements of the Company's current customer
base, or, if available, will be adequate to cover liabilities or that any insurance carrier will be willing to continue assisting the Company with its self insurance program in future years.

In
order to limit its exposure to lawsuits, the Company generally seeks to obtain contractual indemnification from parties supplying raw materials for its products or manufacturing or
marketing its products, and to be added as an additional insured under such parties' insurance policies. Any such indemnification or insurance, however, is limited by its terms and any such
indemnification, as a practical matter, is limited to the creditworthiness of the indemnifying party. In the event that the Company does not have adequate insurance or contractual indemnification,
product liabilities relating to its products or contract manufacturing activities could have a material adverse effect on the Company's business, financial condition and results of operations.

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There
are many other reasons the Company can be sued other than for product liability. The cost of the Company defending itself from legal claims, no matter how spurious, can be high.
The cost of defense can be substantially higher than the cost of settlement even when claims are not factually based. The high cost of legal fees to defend or settle litigation could have a material
adverse effect on the Company's business, financial condition and results of operations.

Dependence on New Products.The Company believes growth of its net sales is substantially dependent upon its ability to
introduce new products. The Company seeks to introduce additional products each year. The success of new products is dependent upon a number of factors, including the Company's ability to develop
products that will appeal to consumers and respond to market trends in a timely manner. There can be no assurance that the Company's efforts to develop new products will be successful or that
consumers will accept the Company's new products. New products can often take substantial periods of time to develop consumer awareness, consumer acceptance and sales volume. Some new products fail
and as a result have to be discontinued. In addition, products currently experiencing strong popularity and rapid growth may not maintain their sales volumes over time.

Product Returns.Product returns are a part of the Company's business. While customers generally do not have an absolute
right of return, products may be returned for various reasons including expiration dates or lack of sufficient sales velocity. The Company accrues allowances for returns based on historical data and
future expectations. During 2004, returns and charges for damages and outdated products amounted to approximately 3.5%, less than the 4.7% figure for 2003 and the 8.7% figure for 2002. The Company
continually works to lessen the impact of returns through better management of its SKU count at retail establishments and more effective use of sales and marketing programs. Even so, there is no
guarantee that future returns will not equal or exceed the levels experienced in prior years when returns amounted to as much as 14.5% of gross shipments. Furthermore, the loss of a major account
could result in a substantial amount of returns.

Inventory Risk.The Company's products are tested for stability and each product has associated with it an expiration date
after which the product cannot be sold. Expiration dates can be as short as months or, in some cases as long as three years or four years. In order to provide the freshest product possible, the
Company makes every attempt to produce a product on a just-in-time basis. However, as sales trends change it is possible for the Company to over-produce finished
goods inventory or have excess raw materials which are not used before their expiration dates. The Company regularly disposes of overstocked finished goods and expired raw material inventory. Should
sales trends change too rapidly or should manufacturing planning be poor, the Company could be subject to larger than normal expenses for writing off inventory which would effect the financial
condition of the Company and results of operations during the period in which larger than expected write downs of inventory were to occur.

The
Company closely monitors its inventory. In addition, the Company regularly reviews its inventory, the velocity of sales, and raw material and component usage relative to inventory,
in an effort to ensure that on hand inventory is good and usable and that potentially unusable inventory is adequately reserved.

Distribution Gains.One of the Company's primary goals has been to gain additional distribution in the various channels of
trade that sell vitamins and supplements to consumers. The Company continues to seek additional avenues to sell its products as well as to gain additional distribution for profitable and rapidly
selling products in its existing accounts. The Company's failure to make additional distribution gains or to maintain current distribution and expand sales of core products could have an adverse
material effect on the Company's business, financial condition and results of operations.

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Cost of Retail Relationships.Many large retailers require various forms of incentive programs in order to develop branded
sales with them. These programs include slotting fees, coop advertising programs, rebate incentives, price off promotions, scandowns and other forms of support. The Company must continually evaluate
specific programs to ascertain the profitability of potential business from each retailer. Because of such brand based programs, the Company may ascertain that it cannot profitably do business with a
retailer. This may cause the Company to stop doing business with existing customers or not allow the Company to enter into a business relationship with a potential new customer, each of which in turn
could dampen future revenue growth. In 2004, approximately 10.9% of the revenue from gross shipments was allocated to such support programs.

Government Regulation.The manufacture, packaging, labeling, advertising, promotion, distribution and sale of the Company's
products are subject to regulation by numerous governmental agencies which regulate the Company's products. The Company's products are also subject to regulation by, among other regulatory entities,
the CPSC, the USDA, the EPA and the United States FDA. Advertising and other forms of promotion and methods of marketing of the Company's products are subject to regulation by the FTC which regulates
these activities under the FTCA. The manufacture, labeling and advertising of the Company's products are also regulated by various state and local agencies as well as those of each foreign country to
which the Company distributes its products.

The
Company's products are generally regulated as dietary supplements under the FDCA, and are, therefore, not subject to pre-market approval by the FDA. However, these
products are subject to extensive regulation by the FDA relating to adulteration and misbranding. For instance, the Company is responsible for ensuring that all dietary ingredients in a supplement are
safe, and must notify the FDA in advance of putting a product containing a new dietary ingredient (i.e., an ingredient not marketed for use as a supplement before October 15, 1994) on the
market and furnish adequate information to provide reasonable assurance of the ingredient's safety. Furthermore, if the Company makes statements about the supplement's effects on the structure or
function of the body, the Company must, among other things, have substantiation that the statements are truthful and not misleading. In addition, the Company's product labels must bear proper
ingredient and nutritional labeling and the Company's supplements must be manufactured in accordance with current GMPs for foods. The FDA has issued an advanced notice of its intention to promulgate
new GMPs which, when finally adopted may be more expensive to follow than prior GMPs. A product can be removed from the market if it is shown to pose a significant or unreasonable risk of illness or
injury. Moreover, if the FDA determines that the "intended use" of any of the Company's products is for the diagnosis, cure, mitigation, treatment or prevention of disease, the product would meet the
definition of a drug and could not be sold as a dietary supplement without a modification of its "intended use" claims. Failure of the
Company to comply with applicable FDA regulatory requirements may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines and criminal prosecutions.

The
Company's advertising of its dietary supplement products is subject to regulation by the FTC under the FTCA. Section 5 of the FTCA prohibits unfair methods of competition and
unfair or deceptive acts or practices in or affecting commerce. Section 12 of the FTCA provides that the dissemination or the causing to be disseminated of any false advertisement pertaining
to, among other things, drugs or foods, which includes dietary supplements, is an unfair or deceptive act or practice. Under the FTC's "substantiation doctrine," an advertiser is required to have a
"reasonable basis" for all product claims at the time the claims are first used in advertising or other promotions. Failure to adequately substantiate claims may be considered either as a deceptive or
unfair practice. Pursuant to this FTC requirement, the Company is required to have adequate substantiation for all advertising claims made about its products. The type of substantiation will be
dependent upon the product claims made. For example, a health claim normally would require competent and reliable scientific evidence, while a taste claim would require only survey evidence.

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In
recent years the FTC has initiated numerous investigations of dietary supplement and weight loss products and companies. On November 18, 1998, the FTC issued "Dietary
Supplements: An Advertising Guide for Industry." This guide provides marketers of dietary supplements with guidelines on applying FTC law to dietary supplement advertising. It includes examples of the
principles that should be used when interpreting and substantiating dietary supplement advertising. Although the guide provides additional explanation, it does not substantively change the FTC's
existing policy that all supplement marketers have an obligation to ensure that claims are presented truthfully and to verify the adequacy of the support behind such claims. The Company's internal
staff, in conjunction with outside counsel, reviews its advertising claims.

The
Company is not currently a party to any investigation, consent order or other decree of the FTC. The Company may be subject to investigation by the FTC in the future. If the FTC has
reason to believe the law is being violated (e.g., the Company does not possess adequate substantiation for product claims), it can initiate enforcement action. The FTC has a variety of processes and
remedies available to it for enforcement, both administratively and judicially, including compulsory process authority, cease and desist orders and injunctions. FTC enforcement could result in orders
requiring, among other things, limits on advertising, consumer redress, divestiture of assets, rescission of contracts and such other relief as may be deemed necessary. Violation of such orders could
result in substantial financial or other penalties. Any such action by the FTC could materially adversely affect the Company's ability to successfully market its products.

The
Company manufactures certain products pursuant to contracts with customers who distribute the products under their own or other trademarks. Such private label customers are subject
to government regulations in connection with their purchase, marketing, distribution and sale of such products, and the Company is subject to government regulations in connection with its manufacture,
packaging and
labeling of such products. However, the Company's private label customers are independent companies, and their labeling, marketing and distribution of such products is beyond the Company's control.
The failure of these customers to comply with applicable laws or regulations could have a material adverse effect on the Company's business, financial condition and results of operations.

Governmental
regulations in foreign countries where the Company plans to commence or expand sales may prevent or delay entry into the market or prevent or delay the introduction, or
require the reformulation, of certain of the Company's products. Compliance with such foreign governmental regulations is generally the responsibility of the Company's distributors in those countries.
These distributors are independent contractors over whom the Company has limited control.

The
Company may be subject to additional laws or regulations by the FDA or other federal, state or foreign regulatory authorities, the repeal of laws or regulations which the Company
considers favorable, such as the DSHEA of 1994, or more stringent interpretations of current laws or regulations, from time to time in the future. The Company is unable to predict the nature of such
future laws, regulations, interpretations or applications, nor can it predict what effect additional governmental regulations or administrative orders, when and if promulgated, would have on its
business in the future. They could, however, require the reformulation of certain products to meet new standards, the recall or discontinuance of certain products that cannot be reformulated,
imposition of additional record keeping requirements, expanded documentation of the properties of certain products, or expanded or different labeling or scientific substantiation. Any or all of these
requirements could have a material adverse effect on the Company's business, financial condition and results of operations.

Dependence on Significant Customers.No major customer during 2004 represented 10% of gross sales. The Company's top 10
customers accounted for approximately 48.4% of the Company's business. There is no assurance that the Company's major customers will continue to be major customers of the Company. The loss of a
significant number of major customers, or a significant reduction in purchase

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volume
by or financial difficulty of such customer, for any reason, could have a material adverse effect on the Company's business, financial condition and results of operations.

Dependence on Key Personnel.The Company believes that its continued success depends to a significant extent on the
management and other skills of Elliott Balbert, the Company's Chairman, Chief Executive Officer and President, and its senior management team, as well as its ability to attract and retain other
skilled personnel. All of the members of the Company's management team are employees-at-will and no executive is subject to an employment contract. The Company's employees are
not covered by a non-competition agreement. The loss or unavailability of the services of Mr. Balbert or the other members of the Company's senior management team or the inability
to attract other skilled personnel could have a material adverse effect on the Company's business, financial condition and results of operations.

Ability to Execute its Business Plans.In reaction to past industry trends and the Company's financial performance, the
Company has worked to manage expenses such as payroll and advertising in order to ensure the profitability of the Company. Such restrictions on expenditures may have a long-term effect on
revenue growth. Should industry and general economic trends for the nation as a whole be difficult, the Company may have to reduce payroll as well as other forms of overhead and fixed expenses. Such
cutbacks could affect, in a negative manner, the Company's ability to increase revenues and profits.

Additionally,
should national economic trends deteriorate, the Company may not be able to reduce expenses as rapidly as is necessary to maintain profitability. If corporate or industry
trends strengthen in a strong, positive way resulting in sudden growth of the Company's revenues, the Company's management, operations, sales and administrative personnel and other resources may be
strained in the short term. Attracting, training, motivating, managing and retaining qualified employees may be difficult in the short term. No assurance can be given that the Company's business will
grow in the future or that the Company will be able to effectively manage such growth. Nor can assurance be given that if the Company's core business erodes, the Company can stabilize its revenue and
manage the Company profitably in the short term. The Company's inability to manage its growth or negative growth successfully could have a material adverse effect on the Company's business, financial
condition and results of operations.

Furthermore,
the Company may have to substantially alter its business strategy to grow the business. During 2002 and 2003, the Company invested approximately $3 million, including
operating losses, in an effort to grow revenue and profits by entering new marketplaces, namely multi-level marketing through an investment in Annasa as well as direct marketing through an investment
in personnel to manage a direct marketing business. Neither effort was successful and as such both efforts were abandoned in 2003. In the future, the Company may deem it necessary to divest itself of
other business units or to cease doing business in certain areas which would affect both gross revenues and net income. While such decisions would be made with the expectation that the decisions
redeploying assets would benefit the corporation over the long-term, in the short-term, such decisions could have a negative impact on revenue and net income. The Company
diligently looks for opportunities to broaden distribution into additional markets. There is no guarantee that the Company's efforts will succeed.

Risks Associated with Acquisitions.The Company completed one acquisition in 1999, two acquisitions in 1998, and, although no
acquisitions were completed since, the Company may pursue additional acquisitions and new business opportunities in the future as a part of its business strategy. The Company faces significant
competition for acquisition opportunities from numerous companies, many of which have greater financial resources than the Company. Accordingly, there can be no assurance that attractive acquisition
opportunities will be available to the Company. Should an acquisition opportunity arise, the Company would have to seek outside funding to support such an

19

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acquisition.
There is no guarantee that the Company would be able to obtain financing for or otherwise consummate any future acquisitions even if management believes such an acquisition would be
beneficial to the Company. Moreover, future acquisitions would likely require additional financing which would likely result in an increase in the Company's indebtedness or the issuance of additional
stock which may be dilutive to the Company's shareholders. Acquisitions involve numerous risks, including the risk that the acquired business will not perform in accordance with expectations,
difficulties in the integration of the operations and products of the acquired businesses with those of the Company, the diversion of the management's attention from other aspects of the Company's
business, the risks associated with entering geographic and product markets in which the Company has limited or no direct prior experience and the potential loss of key employees of the acquired
business. The acquisition of another business can also subject the Company to liabilities and claims arising out of such business. As a general rule, the Company will publicly announce acquisitions
only after a definitive agreement has been signed.

Regardless
of the potential problems surrounding a potential acquisition, the Company regularly evaluates potential acquisitions of other businesses, products and product lines and may
hold discussions regarding such potential acquisitions.

Absence of Conclusive Clinical Studies.Although many of the ingredients in the Company's products are vitamins, minerals,
herbs and other substances for which there is a long history of human consumption, some of the Company's products contain ingredients with more recent history of use and effects. Accordingly, the
Company's products are evaluated to identify any harmful side effects. Any such unintended and unconnected effects may result in adverse publicity or product liability claims which could have a
material adverse effect on the Company's business, financial condition and results of operations.

Risks Associated with Supply of Raw Materials.The Company obtains all of its raw materials for the manufacture of its
products from third-party suppliers. Many of the raw materials used in the Company's products are harvested internationally. With the exception of bulk garlic, the Company does not have contracts with
any suppliers committing such suppliers to provide the materials required for the production of its products. During the last decade, coenzyme Q10, natural vitamin E, beta carotene and melatonin have
had significant price fluctuations as a result of short supply and/ or increases in demand. The Company has experienced occasional shortages of raw materials for a limited number of its products.
There can be no assurance that suppliers, including suppliers of bulk garlic, will provide the raw materials needed by the Company in the quantities requested or at a price the Company is willing pay.

The
Company also sells a limited number of products under the supplier's trademark. The most significant of these is the Company's Ester-C® line of products which
accounts for approximately 11% of the Company's gross sales in 2004. When the Company markets products under the supplier's trademark, the Company is limited to that single supplier as a source of raw
materials for that product. As a result, any shortage of raw materials from that supplier would adversely affect the Company's ability to manufacture that product.

Because
the Company does not control the actual production of these raw materials, it is also subject to delays caused by interruption in production of materials based on conditions not
within its control. Such conditions include job actions or strikes by employees of suppliers, weather, crop conditions, transportation interruptions and natural disasters or other catastrophic events.
As a result, any shortage of raw materials from that supplier would adversely affect the Company's ability to manufacture that product. Price increases from such suppliers would directly affect the
Company's profitability should the Company be unable to pass such price increases on to its direct customers. The inability of the Company to obtain adequate supplies of raw materials for its products
at favorable prices, or at all, could have a material adverse effect on the Company's business, financial condition

20

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and
results of operations. The Company purchases goods from a variety of vendors. Three vendors each accounted for more than 10% of the Company's purchases of raw materials in 2004. The loss of a
large vendor could have a material impact on the Company's ability to source raw material and manufacture finished product associated with the raw materials supplied by this vendor. The result could
be a material and adverse effect on the Company's profitability.

Sales and Earnings Volatility.The Company's sales and earnings continue to be subject to volatility based upon, among other
things: (i) trends and general conditions in the dietary supplement industry and the ability of the Company to recognize such trends and effectively introduce and market new products in
response to such trends; (ii) the introduction of new products by the Company or its competitors; (iii) the loss of one or more significant customers; (iv) increased media
attention on the use and efficacy of dietary supplements; (v) consumers' perceptions of the products and operations of the Company or its competitors; (vi) the availability of raw
materials from suppliers; and, (vii) the Company's ability to accurately predict inventory needs so that it does not overstock items which eventually must be written off due to low demand, or,
that it fails to stock enough of an item so that sales are not lost due to lack of supply. Sales and earnings volatility as a result of the foregoing factors may affect the Company's operating results
from period to period which may adversely affect the market price of the Common Stock.

Possible Volatility of Stock Price.There can be no assurance that an active market in the Company's stock will be sustained.
The trading price of the Common Stock has historically been subject to wide fluctuations and daily trading volume is currently relatively low.

The
price of the Common Stock may fluctuate in the future in response to quarter-to-quarter variations in the Company's operating results, material announcements
by the Company or its competitors, governmental regulatory action, conditions in the dietary supplement industry, or other events or factors, many of which are beyond the Company's control. In
addition, the stock market has historically experienced significant price and volume fluctuations which have particularly affected the market prices of many dietary supplement companies and which
have, in certain cases, not had a strong correlation to the operating performance of such companies. In addition, the Company's operating results in future quarters may be below the expectations of
securities analysts and investors. In such event, the price of the Common Stock would likely decline, perhaps substantially.

Risks Associated with Manufacturing.The Company's results of operations are dependent upon the continued operation of its
manufacturing facility in Chatsworth, California at its current levels. The operation of dietary supplement manufacturing plants involves many risks, including the breakdown, failure or substandard
performance of equipment, natural and other disasters, and the need to comply with the requirements of directives of government agencies, including the FDA. In particular, the Company's manufacturing
facility is located in Southern California, a geographic area that has historically been prone to earthquakes, which in some cases have been catastrophic. Prior to the Company's build-out
of the building in which its manufacturing facility is located, the building was severely damaged in a major earthquake in 1994, the epicenter of which was within five miles of the building. Although
the building was rebuilt with an enhanced ability to withstand earthquakes and conforms to current local and state code requirements, the Company's manufacturing facility could be damaged or destroyed
in the event of an earthquake. Any such damage or destruction would have a material adverse effect on the Company's business, financial condition and results of operations. The Company does not carry
earthquake insurance on its facilities. In addition, the Company's softgel and liquid products, the Laci Le Beau tea products as well as all of Prolab's non-tablet and capsule products
which make up a majority of Prolab's business are manufactured by third party contractors. The Company's profit margins on these products and its ability to deliver these products on a timely basis
are dependent upon the ability of the outside manufacturers to continue to supply products that meet the Company's quality standards in a timely and cost-efficient manner. The occurrence
of any of

21

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the
foregoing or other material operational problems could have a material adverse effect on the Company's business, financial condition and results of operations during the period of such operational
difficulties.

Reliance on Independent Brokers.The Company places significant reliance on a network of independent brokers to act as its
first-line sales force to mass-market retailers. Although the Company employs management personnel, including regional sales managers, to closely monitor the brokers, such
brokers are not employed or otherwise controlled by the Company and are generally free to conduct their business at their own discretion. Although these brokers enter into contracts with the Company,
such contracts typically can be terminated upon 30 days notice by the Company or the independent broker.

Intellectual Property Protection.The Company's policy is to pursue registrations for all of the trademarks associated with
its key products. The Company relies on common law trademark rights to protect its unregistered trademarks as well as its trade dress rights. Common law trademark rights generally are limited to the
geographic area in which the trademark is actually used, while a United States federal registration of a trademark enables the registrant to stop the unauthorized use of the trademark by any third
party anywhere in the United States. The Company intends to register its trademarks in certain foreign jurisdictions where the Company's products are sold. However, the protection available, if any,
in such jurisdictions may not be as extensive as the protection available to the Company in the United States.

Currently,
the Company has few patents on its products and no material business is derived from those items that are patented. To the extent the Company does not have patents on its
products, another company may replicate one or more of the Company's products.

Although
the Company seeks to ensure that it does not infringe the intellectual property rights of others, there can be no assurance that third parties will not assert intellectual
property infringement claims against the Company.

Risk Associated with Large Controlling Shareholders.Natrol's public float is relatively small, consisting of less than 30%
of the Company's issued shares. More than 77% of the Company's stock is owned by its top five shareholders. The decision by any one of these shareholders to sell their interest in the Company could
materially and adversely affect the Company's share price.

Risk Associated with National Trends.Natrol sells its products nationally in several channels of distribution. As such, the
Company is not immune from trends in the national economy. Negative employment or other economic trends directly affects the average consumer's purchasing ability which in turn can affect Natrol
sales. Uncertainty due to the world events such as the war in the Middle East can affect the general willingness of consumers to spend on any item, including Natrol products, that the consumer may not
feel is essential. National economic trends affect Natrol's customers. Should any one of Natrol's national customers fail due to national trends, their failure could have a direct impact on the
success of the Natrol business.

Continued Acceptance of Natrol Products.The Company works assiduously to continually burnish the brand image of its
products. Even so, negative events, negative publicity about supplements in particular or in general, and other factors could lead to a future lack of acceptance of the Company's products. Such events
or publicity may not be related to the Company itself. Even so such events or other factors could reduce demand for Natrol products.

Availability of Capital.Should the Company need to borrow beyond its current debt facilities, the cost of capital may be
high. Traditional debt financing may be unavailable and the Company may have to seek alternative sources of financing, including the issuance of new shares of stock or preferential stock that could
dilute current shareholders.

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Risk of Litigation from Private Attorneys General and others.Advertising and labeling for dietary supplements and
conventional foods are, in addition to the federal government, regulated by state, county and local authorities. Some states also permit these laws to be enforced by Private Attorneys General. These
Private Attorneys General may seek relief for consumers, seek class action certifications, seek class wide damages and product recalls of products sold by the Company. In the ordinary course of
business, the Company is named as a defendant in these types of State Attorneys and Private Attorneys General Actions along with other vitamin and supplement companies. Until the courts rule that laws
have been violated, that the actions can proceed as Private Attorneys General Class Actions and that the cognizable injury has occurred, the Company does not believe such actions will have any
material impact on its operations. There can be no assurance that state, county or local regulatory authorities will not commence regulatory or legal proceedings which could restrict the permissible
scope of the Company's product claims or the ability to sell its products in the future.

ITEM 2.    PROPERTIES

The Company owns its 90,000 square foot manufacturing, distribution and office facility in Chatsworth, California. The Company has occupied this facility since
March 1997. The facility was designed and constructed to the Company's specifications and includes areas for receiving, quarantine of new materials, manufacture, quality control and laboratory
activities, research and development, packaging, warehousing and administrative offices.

The
Company owns its 132,000 square foot warehouse facility. This facility is located within one-quarter mile of the Company's headquarters facility. The Company leases
52,000 sq. ft. of this space to a third party.

The
Company also owns a 25,000 sq. ft. light manufacturing and warehouse facility which houses its Prolab shipping operations in Bloomfield, Connecticut.

ITEM 3.    LEGAL MATTERS

From time to time, the Company is subject to litigation incidental to its business, including product liability claims, state agency actions, Private Attorneys
General Actions and class actions. Such claims, if successful, could exceed the $5 million retention under the Company's self-insurance program. The Company is not currently a party
to any material legal proceedings.

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

During the fourth quarter of 2004, no matters were submitted to a vote of the security holders of the Company.

23

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

PRICE RANGE OF COMMON STOCK

The Common Stock of the Company is traded on the NASDAQ National Market under the symbol "NTOL." On February 4, 2005, the last reported sales price of the
Company's Common Stock as reported on the NASDAQ National Market was $3.00. As of February 4, 2005 there were 25 holders of record of the Company's Common Stock.

The
high and low sales closing prices for the Common Stock as reported by the NASDAQ National Market for the years ended December 31, 2004 and 2003 are set below:

Fiscal year ended
December 31, 2004High

LowQuarter ended March 31, 2004

$
4.10

$
2.77Quarter ended June 30, 2004


3.78


2.63Quarter ended September 30, 2004


3.00


2.47Quarter ended December 31, 2004


3.54


2.75


Fiscal year ended
December 31, 2003High

LowQuarter ended March 31, 2003

$
1.49

$
1.05Quarter ended June 30, 2003


2.37


1.40Quarter ended September 30, 2003


3.49


2.18Quarter ended December 31, 2003


3.18


2.40


DIVIDEND POLICY

The Company currently intends to retain earnings to finance its operations and future growth and does not anticipate paying dividends on its Common Stock in the
foreseeable future. Under Delaware law, the Company is permitted to pay dividends only out of its surplus, or, if there is no surplus, out of its net profits.

24

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ITEM 6.    SELECTED CONSOLIDATED FINANCIAL DATA

The following selected financial data is derived from the audited consolidated financial statements of Natrol and its subsidiaries. The data set forth below
should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements of the Company and Notes thereto
included herein.

|                                                                                           |                                                                                          | Year Ended December 31, |       
|------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------- | ----------------------- | ------
|
|
|Consolidated Statements of Operations Data:                                                |                                                                                          |                         |       
|Net sales                                                                                  |                                                                                          | $                       | 79,269
|Cost of goods sold                                                                         |                                                                                          |                         | 46,820
|                                                                                           |                                                                                          |                         |       
|Gross profit                                                                               |                                                                                          |                         | 32,449
|Selling and marketing expenses                                                             |                                                                                          |                         | 19,560
|General and administrative expenses                                                        |                                                                                          |                         | 9,348 
|Impairment of goodwill                                                                     |                                                                                          |                         |      
|                                                                                           |                                                                                          |                         |       
|Total operating expenses                                                                   |                                                                                          |                         | 28,908
|                                                                                           |                                                                                          |                         |       
|Operating income (loss)                                                                    |                                                                                          |                         | 3,541 
|Interest income (expense), net                                                             |                                                                                          |                         | (529  
|                                                                                           |                                                                                          |                         |       
|Income (loss) from continuing operations before income taxes                               |                                                                                          |                         | 3,012 
|Income tax provision (benefit)                                                             |                                                                                          |                         | 1,144 
|                                                                                           |                                                                                          |                         |       
|Income (loss) from continuing operations before cumulative change in accounting principles |                                                                                          |                         | 1,868 
|Discontinued operations(1):                                                                |                                                                                          |                         |       
|(Loss) from operations of Annasa component                                                 |                                                                                          |                         |      
|(Loss) from operations of Tamsol component                                                 |                                                                                          |                         |      
|Income tax benefit                                                                         |                                                                                          |                         |      
|                                                                                           |                                                                                          |                         |       
|Loss on discontinued operations                                                            |                                                                                          |                         |      
|                                                                                           |                                                                                          |                         |       
|Income (loss) before cumulative effect of accounting change                                |                                                                                          |                         | 1,868 
|Cumulative effect of change in accounting principle(2)                                     |                                                                                          |                         |      
|                                                                                           |                                                                                          |                         |       
|Net income (loss)                                                                          |                                                                                          | $                       | 1,868 
|                                                                                           |                                                                                          |                         |       
|Income (loss) per share:                                                                   |                                                                                          |                         |       
|                                                                                           | Basic income (loss) from continuing operations                                           |                         | $     
|                                                                                           | Diluted income (loss) from continuing operations                                         |                         | $     
|                                                                                           | Basic and diluted income (loss) from discontinued operations                             |                         |       
|                                                                                           | Basic and Diluted income (loss) from cumulative effect of change in accounting principle |                         |       
|                                                                                           | Basic earnings (loss) per share                                                          |                         | $     
|                                                                                           | Diluted earnings (loss) per share                                                        |                         | $     
|                                                                                           | Weighted average shares outstandingbasic                                                |                         |       
|                                                                                           | Weighted average shares outstandingdiluted                                              |                         |       

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|                                        |  | December 31,
|--------------------------------------- |  | ------------
|
|
|Consolidated Balance Sheet Data:        |  |             
|Cash and cash equivalents               |  | $           
|Working capital                         |  |             
|Total assets                            |  |             
|Long-term debt, less current maturities |  |             
|Total stockholders' equity              |  |             

---

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the results of operations and financial condition of the Company should be read in conjunction with the
"Selected Consolidated Financial Data" and the audited Consolidated Financial Statements of the Company and the notes thereto included elsewhere in this document.

OVERVIEW

Since divesting itself of its unprofitable multi-level marketing and direct marketing units in 2003 (see discontinued operations), the Company's business plan has
been to focus on its core brands. The Natrol and Laci Le Beau brands are sold in health food stores, in mass-market drug, food and retail chains as well as club stores. Prolab products are
sold through distributors who in turn service retail accounts. Prolab's distributor network focuses on health food stores, health clubs and fitness facilities that cater to body builders and other
individuals seeking a high level of fitness. With the integration of Prolab as a brand within Natrol, Natrol's health food oriented sales professionals have become responsible for presenting
appropriate Prolab products to health food retailers, who in turn,
order from distributors who carry Prolab product. In addition, in 2004 more than 40% of Prolab sales are to distributors who sell Prolab products outside the United States. The Company is continually
seeking to expand the distribution of its best selling items to additional retail outlets and to create promotional opportunities for its products within its existing customer base.

The
Company also provides contract manufacturing services to other supplement companies and sells a limited number of raw material ingredients to other nutraceutical companies.

Key
issues for the Company's management include product development, product introductions, inventory management, and controlling the cost of doing business in its various channels of
trade.

The
nutritional supplement business is dependent upon new product introductions for both growth and to replace volume lost by products reaching the end of their product life cycles. As
such, the Company is continually researching potential new products for placement into the marketplace. Developing a single new product can be a multi-year effort depending upon the
complexity of the product and the amount of testing that must be completed to validate the product concept.

Product
introductions do not come without risk. Product launches can require substantial marketing support. Oftentimes retailers demand slotting fees or other up front expenditures. If a

26

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product
launch is not as successful as anticipated, additional promotional expenditures may be needed to sustain sales and reduce possible returns. Most vendors retain certain rights as they relate to
product returns. A broad product launch, one in which a new product is introduced into thousands of retail outlets, can cause a strain on corporate resources since inventories must be produced and
delivered. The resulting sales increase also leads to an increase in accounts receivable with customers.

Nutritional
supplements must maintain potency levels during their selling life. As a result, products must be stamped with an expiration date and retailers will not accept product with
limited shelf life into their warehouses. Shelf life issues require a high degree of supply chain management of raw materials and finished goods to ensure that shelf life is maximized and that the
out-of-date inventory is minimized.

The
competition for shelf space at retailers is intense. Natrol has ongoing discussions with its retail customers with regards to the allocation of shelf space and the level of
promotional support for products. Retailers look to their vendors for promotional support for the products on their shelves in order to maximize sales. Vendors such as Natrol look to retailers for
advantageous placement of their products and promotion of their products within stores and within a retailer's promotional media such as newspaper advertisements placed by retailers. The cost of
promotions and support to the retailer on
the part of vendors such as Natrol can be very high and management must continually review its promotional efforts with retailers to ensure that sales are profitable.

Future
challenges include maintaining the current positive trends for the Company across all product lines as well as developing new innovative products and delivery systems that will
capture the support of consumers and sustain the growth experienced in 2004. As noted earlier the supplement business is characterized by trends in which some products fall out of favor presenting
companies in the nutritional supplement business with the challenge of introducing new products which can replace business lost from products that are waning.

The
Company continues to believe that additional opportunities for growth exist as it seeks to improve its position with retailers and consumers. Management seeks to capitalize on these
opportunities in what remains a very competitive marketplace.

CRITICAL ACCOUNTING POLICIES

The consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America,
which requires the Company to make certain estimates and assumptions affecting the reported amounts in the consolidated financial statements and accompanying notes. The Company bases its estimates on
historical experience and on various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Management
believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial
statements.

Revenue Recognition.The Company sells its products to retail outlets through a direct sales force and a national distributor
network. The Company recognizes revenue from sales only after product is shipped and title is transferred. Net sales represent product shipped less actual and estimated future returns, spoilage
allowances, allowances for product deemed to be unsaleable by customers, free goods shipped to customers for promotional or other purposes and slotting fees. Estimates and allowances are based upon
known claims and an estimate of additional returns, however, the amount of future returns can be reasonably estimated.

The
Company's recognition of revenue from sales to distributors and retailers is impacted by agreements giving them rights to return damaged and outdated products as well as the fact
that as a

27

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practical
business matter, the Company and its customers are constantly working to ensure the profitability of its products within retailers by rotating slow moving items out of stores and replacing
those products with what the Company and the retailer expect will be more profitable, faster selling items. The Company's obligation to accept returns of slow moving items may or may not be
contractually bound.

The
Company regularly monitors its historical patterns of returns from customers as well as current and ongoing sales to customers and, when information is available, consumer purchases
of the Company's products from the Company's customers. When historical trends with respect to customer returns are quantifiable, the Company will create an allowance for future returns at the time
sales are made. Should the Company determine that a particular product is slow moving and will eventually result in significant returns, it will provide for those returns at the time such an
assessment is made.

In
recent years, as a result of a combination of the factors described above, gross sales have been materially offset by the estimated amount of returns and other charges to arrive at
net sales. It is also possible that returns could increase rapidly and significantly in the future. Accordingly, estimating product returns requires significant management judgment. In addition,
different return estimates that reasonably could have been used would have had a material impact on reported sales and thus have had a material impact on the presentation of results of operations. For
those reasons, the accounting estimate related to product returns is a "critical accounting estimate."

The
total amount charged against sales for returns and damages and outdates in 2004, 2003, and 2002 respectively, was $3.2 million $4.0 million, and $6.7 million.

Impairment of Goodwill.On January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 requires that goodwill not be amortized. In accordance with such adoption, the Company identified all reporting units in conjunction with the provisions of SFAS
No. 142 and allocated all goodwill accordingly. Beginning in 2002, goodwill is evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying
amount of goodwill may not be recoverable. In 2002, the Company tested goodwill for impairment using the two-step process prescribed in SFAS No.142. The first step is a screen for
potential impairment, while the second step measures the amount of the impairment, if any. The Company performed the impairment test and determined that the there was potential impairment of the
Natrol segment. The Company performed the second step as of January 1, 2002 for the Natrol segment and determined that its goodwill balance of $10,958,000 was impaired. The impairment loss was
recorded as a cumulative effect of a change in accounting principle, net of income tax benefit of approximately $4.1 million, in the accompanying consolidated statement of operations for the
year ended December 31, 2002.

The
remaining goodwill balance at December 31, 2002 and 2003 was approximately $4.0 million. In the fourth quarter of 2003, the Company completed its annual goodwill
impairment testing and determined that goodwill was not impaired. Additionally, during March 2004, the Company settled its litigation with the former owners of Prolab Nutrition, Inc. The
Company received $2 million in cash, which was reflected in the financial statements for the quarter ending March 31, 2004 as a reduction of goodwill. In accordance with the provisions
of SFAS No. 142, the Company performed its annual impairment test of goodwill during the fourth quarter of 2004 and concluded that it was not impaired.

Income Taxes.Deferred income tax assets have been established for future tax benefits related to deductible goodwill for
which the Company has recorded an impairment charge and for certain other temporary items, the aggregate benefit of which is approximately $4.7 million. Realization of this benefit is dependent
on generating sufficient taxable income in future periods. Although it is not assured, management believes it is more likely than not that the carrying value of this benefit will be realized. The
amount of the benefit that is considered realizable, however, could change if estimates of future taxable income are adjusted in future periods.

28

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Inventory.The Company monitors its inventory and analyzes it on a regular basis. Cycle counts are taken to verify inventory
levels. In addition, the Company analyzes the movement of items within its inventory in an effort to determine the likelihood that inventory will be sold or used before expiration dates are reached.
The Company provides an allowance against that portion of its inventory that it believes is unlikely to be sold or used before expiration dates are reached. At December 31, 2004, inventory
allowances were approximately $1.4 million.

RESULTS OF OPERATIONS

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

Net Sales.The Company recognizes revenue from sales only after product is shipped and title is transferred. Net sales
represent product shipped less actual and estimated future returns, spoilage allowances, allowances for product deemed to be unsaleable by customers, free goods shipped to
customers for promotional or other purposes, rebates, slotting fees and other promotional expenditures. Estimates and allowances are based upon known claims and an estimate of additional returns when
the amount of future returns from customers can be reasonably estimated.

Net
sales in 2004 increased 9.1%, or $6.6 million, to $79.3 million from $72.7 million in 2003. Net sales is calculated by subtracting from gross revenue certain
expenses such incentive rebates, shipping damages, and returns. Net sales in 2004 were positively affected by a lower level of returns than in 2003. The level of returns, which includes charges from
customers for damaged or outdated product, was approximately 3.5% of gross revenue in 2004 as compared to 4.7% of gross revenue in 2003. Other deductions from gross revenue fell from 9.0% in 2003 to
7.9% in 2004.

The
level of gross revenue in any period is a result of many factors including customer relations and the popularity of the Company's products with consumers. During 2004, the Company
improved the level of sales with club stores and mass market merchants and certain categories of products, weight-loss products in particular, proved to be popular with consumers. Sales
gains in these areas were partially offset by the loss of sales with other customers and declining sales of certain other product categories.

Years Ended
December 31,2004

2003Net RevenueNatrol (including Laci-Le Beau)

$
54,668

$
46,502EPI


6,515


7,373Prolab


18,086


18,783Total net Revenue

$
79,269

$
72,658


Natrol
products (including Laci Le Beau) grew approximately 11.8% relative to 2003.

The
largest sales declines were due to slower sales within the Company's EPI raw materials division. Bulk ingredient sales accounted for 2.3% of the Company's gross sales in 2004.
Approximately 61% of these sales or $1.4 million were generated through the sales of garlic and other vegetable powders. The balance of sales were from the sale of arabinogalactan. Sales of
garlic and vegetable powders fell approximately 40% in 2004. Reasons for the decline include market conditions and competition from domestic and international suppliers. This decline was partially
offset by sales of arabinogalactan.

During
2004, two product categories each accounted for more than 10% of gross shipments. During 2003, only one category accounted for more than 10% of gross shipments. No customer
accounted for 10% or more of gross sales in 2004 or 2003. The Company's top 10 customers accounted for approximately 48% and 47% of the Company's gross sales in 2004 and 2003, respectively.

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Gross Profit.Gross profit increased 14.2% or $4.0 million to $32.4 million in 2004 as compared to
$28.4 million in 2003. Gross margin increased to 40.9% in 2004 from 39.1% in 2003. Gross margin fluctuates depending upon product mix, the cost of raw materials, labor and overhead as well as
the difference between gross revenue and net sales revenue. As noted above under the captionNet Sales,deductions from gross revenue were less in
percentage terms in 2004 than in 2003 and this positively affected gross margins.

Selling and Marketing Expenses.Selling and marketing expenses consist primarily of advertising and promotional expenses,
costs of distribution, and related payroll expenses and commissions. Selling and marketing expenses increased by 10.5% or $1.9 million to $19.6 million in 2004 from $17.7 million
in 2003. Of the $1.9 million net increase in selling and marketing expenses, approximately $280,000 was due to the increased cost of shipping product, approximately $780,000 was due to
increased promotional expenditures, approximately $250,000 was due to increased public relations expenditures, and approximately $460,000 was due to payroll and broker commissions increases outside of
the shipping department.

General and Administrative Expenses.General and administrative expenses consist primarily of personnel costs related to
general management functions, research and development, finance, accounting and information systems, as well as professional fees. General and administrative expenses decreased 7.1% or
$.7 million in 2004 from $10.1 million in 2003 to $9.3 million in 2004.

The
largest savings in general and administrative expenses came from the closing of Prolab's headquarters facility in October 2003 and the consolidation of all administrative
functions for Prolab into Natrol's headquarters facility. This consolidation reduced net payroll by approximately $850,000 when compared to 2003. The Company also saved approximately $750,000 when
compared to 2003
through the implementation of its self-insurance program for product liability insurance in July 2003. These savings were partially offset by the establishment of a research and
development department within the administrative area in October 2003. The Company spent approximately $575,000 more on this department in 2004 than in 2003. Also offsetting savings generated
by the Prolab closure and the self-insurance program was the Company's bonus incentive program. This program was established in 2004 and resulted in the granting of approximately $600,000
in incentive payments to qualified employees.

Interest Income (Expense), net.Interest expense was approximately $630,000 in 2004 versus interest expense of approximately
$649,000 in 2003. Interest income in 2004 was approximately $101,000 versus approximately $54,000 in 2003. Interest expense decreased in 2004 as the Company had less debt outstanding during the year.
Interest income increased due to the average level of cash on hand earning interest.

Income Tax Provision (Benefit).Income taxes were $1.1 million in 2004 as compared to approximately $34,000 in 2003.
The difference in income tax expense was primarily due to the differences in taxable income earned in 2004 versus 2003. The Company's tax rate was 38.0% in 2004 versus 64.2% in 2003. The difference
was due primarily to the fact that the some of the Company's expenses cannot be expensed for tax purposes. When earnings are at a low level, these permanent adjustments to taxable income have a
proportionately greater effect on the company's tax rate than when total earnings are at a higher level.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Net Sales.Net sales in 2003 increased 3.4%, or $2.4 million, to $72.7 million from $70.3 million in
2002. Net sales in 2003 were positively affected by a lower level of returns than in 2002. The level of returns was approximately 4.7% of gross shipments in 2003 and as compared to 8.7% of gross
shipments in 2002. During 2002, the Company worked to "rationalize" its product offerings in the mass-market channel of trade where returns are most likely to occur. During 2001 it became
apparent

30

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to
the Company that sales of secondary and tertiary items in this channel of trade were not sufficient to prevent significant product returns. This rationalization process directly resulted in lower
net revenue since the Company stopped selling many secondary and tertiary items within mass-market accounts. The Company limited the sale of these items to specialty stores where the
volume of sales was sufficient to prevent a large volume of returns. As a result of this rationalization process, the level of returns was reduced substantially in both 2002 and 2003. The reduction in
returns helped increase net revenue since returns reduce gross sales revenue when calculating net sales.

The
Company did not have any products that represented 10% or more of its gross sales in either 2003 or 2002. One customer accounted for 10% or more of the Company's gross sales in 2002.
The Company's top 10 customers accounted for approximately 47% and 44% of the Company's gross sales in 2003 and 2002, respectively.

Gross Profit.Gross profit decreased $133,000, to $28.4 million, in 2003 as compared to $28.5 million in 2002.
Gross margin decreased to 39.1% in 2003 from 40.6% in 2002. Product mix, increase in cost of materials, labor rates and an increase in quality assurance expenditures resulted in the decrease in gross
margin.

Selling and Marketing Expenses.Selling and marketing expenses increased by 0.3% to 24.4% in 2003 from 24.1% of net sales in
2002. The dollar amount spent for sales and marketing expenses increased 4.6% or $786,000 in 2003, from $16.9 million in 2002 to $17.7 million in 2003. Of the $786,000 net increase in
selling and marketing expenses, approximately $670,000 was due to the increased cost of shipping product and approximately $420,000 of payroll increases. These increases were partially offset by
decreases in media spending and other forms of promotional support and well as decreases in other expenses.

General and Administrative Expenses.General and administrative expenses increased 15.1% or $1.3 million in 2003 from
$8.7 million in 2002 to $10.1 million in 2003. Of this increase $179,000 was due to the establishment of a research and development department in the fourth quarter of 2003. General
insurance expenses increased $711,000 relative to 2002. In order to reduce these expenditures, the Company began to self-insure its product liability exposure in July of 2003. Depreciation
expense was $131,000 higher in 2003 than in 2002, primarily because of the implementation of the Company's SAP software system in November 2002. The Company also accrued $164,000 more for bad
debt expenses in 2003 than it did in 2002. The Company increased its allowances for bad debts due to
the larger amount of receivables carried at year end 2003 than at year end 2002. The remainder of the increase in general and administrative expenses was due to increases in payroll partially offset
by miscellaneous decreases in other expenditures.

Interest Income (Expense), net.Interest expense was $649,000 in 2003 versus interest expense of $731,000 in 2002. Interest
income in 2003 was $54,000 versus $87,000 in 2002. Interest expense decreased in 2003 as the Company had less debt outstanding. Interest income decreased due to the level of interest rates as well as
the average level of cash on hand earning interest.

Income Tax Provision (Benefit).Income taxes were $34,000 in 2003 as compared to $861,000 in 2002. The difference in income
tax expense was primarily due to the differences in taxable income earned in 2003 versus 2002. The Company's tax rate in 2003 was 64.2% in 2003 versus 38.4% in 2002. The difference was due primarily
to the fact that the some of the Company's expenses cannot be expensed for tax purposes. When earnings are at a low level, these permanent adjustments to taxable income have a proportionately greater
effect on the company's tax rate than when total earnings are at a higher level.

In
December 2003, the Company discontinued its Annasa and Tamsol units. Annasa, a subsidiary of Natrol, a multi-level marketer of proprietary nutritional products began operations
in 2002. Tamsol was also formed in 2002, to generate direct-to-consumer sales via radio, television, direct mail and

31

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other
non-retail venues. Annasa had revenue of $44,000 in 2002 and $667,000 in 2003. Operating losses for Annasa in 2002 were approximately $1.1 million and, were approximately
$1.8 million in 2003. These losses were higher than anticipated and the Company discontinued the operations of Annasa at year-end 2003. During 2002, Tamsol had $27,000 of net
revenue and a loss before income taxes of $41,000. During 2003, Tamsol failed to meet revenue or profit goals and its operations were discontinued during the fourth quarter of 2003. For the year ended
December 31, 2003, Tamsol had net revenue of $30,000 and a loss before income taxes of $542,000. The Company has reclassified its financial statements to segregate the revenues, direct costs
and expenses (excluding allocated costs), assets and liabilities and cash flows of the discontinued operations. The net operating results, net assets and net cash flows of these businesses have been
reported as "Discontinued Operations" in the accompanying consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2004, the Company had working capital of $18.3 million, as compared to $13.3 million in working capital at
December 31, 2003. The prime reasons for the increase in working capital during 2004 were $2 million received as part of a legal settlement with the former owners of Prolab, the
generation of $l.9 million of net income and the receipt of $750,000 in bank financing. The legal settlement was recorded as a receipt of cash and a reduction of goodwill.

Net
cash provided by operating activities was $1.7 million for the year ended December 31, 2004 versus net cash used of $2.2 million in 2003 and net cash provided of
$6.2 million in 2002. In 2004, net income provided $1.9 million and $1.8 million was provided by non-cash charges. Change in operating assets and liabilities used
$1.9 million. The primary uses from operating assets and liabilities were increases approximately $670,000 in inventory and a decrease of $2.7 million in accounts payable offset by a
decrease in accounts receivable of approximately $381,000, an increase in accrued expenses of approximately $751,000 and increase on payroll and related liabilities of approximately $817,000, a
decrease in prepaid expenses of approximately $120,000 and an increase in income taxes receivable of approximately $607,000. The non-cash charges consisted primarily of $1.3 million
of depreciation and amortization and an approximately $35,000 change in net assets of discontinued operations offset by a decrease of approximately $223,000 in the provision for bad debt.

At
December 31, 2004, the Company's days sales outstanding in its trade receivable was approximately 32 days versus 38 days in 2003 and 35 days in 2002.

Net
cash provided by investing activities was approximately $945,000 in 2004 versus net cash used of $5.4 million in 2003 and $1.5 million in 2002. The Company invested
approximately $920,000 in plant and equipment in 2004, primarily for the expansion of a quality control laboratory. Other assets grew by approximately $135,000 during the year. These uses of cash were
offset by the receipt of $2 million due to the settlement of litigation with the former owners of Prolab.

Nearly
all of the cash used for investing activities in 2004, 2003 and 2002, with the exception of the insurance deposit made in 2003, was for the acquisition of property, plant and
equipment. Substantially all of the investment in 2002 related to the installation of a new integrated SAP software system and related computer equipment to manage the Company's business.

Net
cash provided by financing activities was approximately $744,000 and approximately $56,000 for the years ended December 31, 2004 and 2003, respectively, versus net cash used
of approximately $161,000 in 2002. In 2004, the Company borrowed $750,000 from its bank. The note with the bank calls for the Company to repay the bank over a five-year period with equal
principal payments of $12,500 per month. During 2004, the Company repaid approximately $338,000 on its long-term debt. The Company also raised approximately $332,000 through the exercise
of employee stock options and the sale of stock to employees through the Company's Employee Stock Purchase Program. During 2003, the Company reduced its debt by approximately $303,000. This use of
cash was offset by approximately

32

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$359,000
raised through the exercise of employee stock option or the sale of stock to employees through the Company's Employee Stock Purchase Program.

As
of December 31, 2004, the Company had $8.2 million in outstanding debt versus $7.8 at the end of 2003. The outstanding debt is related to a mortgage on the Company's
manufacturing/headquarters facility and a mortgage on the Company's shipping facility as well as the term note described under cash provided by financing activities.

The
Company's cash balance at the close of 2004 was approximately $6 million (excluding $5 million in restricted cash) as opposed to approximately $2.6 million
(excluding $5 million in restricted cash) at the end of 2003 and $10.1 million at the end of 2002.

During
2004, the Company also entered into a line of credit with its bank. The line of credit allows the Company to borrow up to $3 million. The line of credit includes certain
covenants that could limit its borrowings under the line of credit to less than $3 million and if the Company fails to meet certain financial covenants, borrowing under the line of credit may
not be possible and any outstanding borrowing may have to be repaid upon demand. The most restrictive covenants for the $3 million Revolving Note are (a) Tangible Net Worth plus
Subordinated Debt of not less than $29.4 million at all times; (b) a ratio of Total Senior Liabilities to Tangible Net Worth plus Subordinated Debt of not more than 1.25 to 1 at all
times; and (c) a ratio of Cash Flow from Operations to Debt Service of not less than 1.25 to 1 for each fiscal quarter on a rolling 12 month basis. Should the Company fail to meet the
required financial covenants, there is no guarantee that, should the Company need additional capital, that financial institutions will be willing to provide capital to the Company. Also, in providing
the Company with additional funds, potential lenders may seek to institute covenants restricting the Company from certain activities and if the Company deems it necessary to borrow funds with these
restrictions in place, it may find that its ability to compete effectively in its market sector is hindered.

In
order to meet its long-term liquidity needs, the Company may be required to incur additional indebtedness or issue additional equity and debt securities, subject to market
and other conditions. There can be no assurance that such additional financing will be available on terms acceptable to the Company or at all. The failure to raise the funds necessary to finance its
future cash
requirements or consummate future acquisitions could adversely affect the Company's ability to pursue new acquisitions and could negatively affect its operations in future periods.

The
Company believes that its cash balance together with cash generated from operations and the potential use of its line of credit should be sufficient to fund its anticipated working
capital needs and planned capital expenditures for the next 12 months. However, if the Company does not meet its operating plan it may also need additional borrowings to fund working capital
needs.

The
Company currently has no outstanding debt on its books other than mortgage debt on its properties and a five-year term note secured by the Company's non-real
estate assets. The balance of this term-note on December 31, 2004 was $737,500

RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based CompensationTransition and Disclosure." This statement
amends SFAS No. 123, to provide alternative methods of voluntary transition to change to the fair value based method of accounting for stock-based employee compensation. Additionally, this
statement amends disclosure requirements of accounting for stock-based employee compensation and the effect of the method used on reporting results. As of December 31, 2002, the Company has
adopted the disclosure requirements of SFAS No. 148, but has elected to continue to account for stock-based compensation to its employees and directors using the intrinsic value method
proscribed by APB No. 25 and related interpretations.

In
January 2003, the FASB issued FASB Interpretation No. ("FIN") 46, "Consolidation of Variable Interest Entities" ("FIN 46"). In December 2003, FIN 46 was replaced by FASB
interpretation

33

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No. 46(R)
"Consolidation of Variable Interest Entities." FIN 46(R) clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to certain
entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46(R) requires an enterprise to consolidate a variable interest entity if that enterprise will absorb a majority of the entity's
expected losses, is entitled to receive a majority of the entity's expected residual returns, or both. FIN 46(R) is effective for entities being evaluated under FIN 46(R) for consolidation no later
than the end of the first reporting period that ends after March 15, 2004. The Company does not currently have any variable interest entities that will be impacted by adoption of FIN 46(R).

On
April 30, 2003, the Financial Accounting Standards Board issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS
No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133.
The new guidance amends SFAS No. 133 for decisions made as part of the Derivatives Implementation Group ("DIG") process that effectively required amendments to SFAS No. 133, and
decisions made in connection with other FASB projects dealing with financial instruments and in connection with implementation issues raised in relation to the application of the definition of a
derivative and characteristics of a derivative that contains financing components. In addition, it clarifies when a derivative contains a financing component that warrants special reporting in the
statement of cash flows. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003.
Adoption of this standard did not have an impact on the Company's consolidated financial statements.

In
May 2003, the FASB issued SFAS No. 150Accounting for Financial Instruments with the Characteristics of Both Liabilities and
Equities. SFAS No. 150 establishes standards regarding the manner in which an issuer classifies and measures certain types of financial instruments having
characteristics of both liabilities and equity. Pursuant to SFAS No. 150, such freestanding financial instruments (i.e., those entered into separately from an entity's other financial
instruments or equity transactions or that are legally detachable and separately exercisable) must be classified as liabilities or, in some cases, assets. In addition, SFAS No. 150 requires
that financial instruments containing obligations to repurchase the issuing entity's equity shares and, under certain circumstances, obligations that are settled by delivery of the issuer's shares be
classified as liabilities. Certain aspects of SFAS No. 150 have been deferred; however, the Statement is effective for financial instruments entered into or modified after May 31, 2003
and for other instruments at the beginning of the first interim period beginning after June 15, 2003. The Company does not currently have any financial instruments that have been impacted by
SFAS No. 150. The adoption of SFAS No. 150 did not have a material impact on the Company's financial position or results of operations.

In
December 2003, the SEC issued Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition." SAB 104, which was effective upon issuance, updates portions of the
interpretive guidance included in Topic 13 of the codification of Staff Accounting Bulletins and revises or rescinds portions of the interpretative guidance included in SAB 101 in order to make this
interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The principal revisions relate to the incorporation of certain sections of
the staff's Frequently Asked Question ("FAQ") document on revenue recognition into Topic 13. SAB 101, "Revenue Recognition in Financial Statements," which was issued in December 1999, provides
guidance to SEC registrants on the recognition, presentation and disclosure of revenues in the financial statements. Since the Company has already adopted all such standards upon issuance, the
application of this revised guidance did not impact its consolidated financial position, results of operations, or disclosure requirements.

34

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In
November 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs" an amendment of
Accounting Research Bulletin ("ARB") No. 43, to clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal". In
addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. Companies are required to adopt
the provisions of this Statement for fiscal years beginning after June 15, 2005. The Company does not believe there will be a material effect on its consolidated financial position or results
of operations from the adoption of this standard.

In
December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions." The
amendments made by Statement 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate
the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance.
Previously, Opinion 29 required that the accounting for an exchange of a productive asset for a similar productive asset or an equivalent interest in the same or similar productive asset should be
based on the recorded amount of the asset relinquished. Opinion 29 provided an exception to its basic measurement principle (fair value) for exchanges of similar productive assets. The Board believes
that exception required that some nonmonetary exchanges, although commercially substantive, be recorded on a carryover basis. By focusing the exception on exchanges that lack commercial substance, the
Board believes this Statement produces financial reporting that more faithfully represents the economics of the transactions. The Statement is effective for nonmonetary asset exchanges occurring in
fiscal periods beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges occurring in fiscal periods beginning after the date of issuance. The provisions
of this Statement shall be applied prospectively. The Company has evaluated the impact of the adoption of SFAS 152, and does not believe the impact will be significant to the Company's overall
results of operations or financial position.

In
December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based Payment". Statement 123(R) will provide investors and other users of financial statements with more
complete and neutral financial information by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based
on the fair value of the equity or liability instruments issued. Statement 123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans,
performance-based awards, share appreciation rights, and employee share purchase plans. Statement 123(R) replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and supersedes
APB Opinion No. 25, Accounting for Stock Issued to Employees. Statement 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for
share-based payment transactions with employees. However, that Statement permitted entities the option of continuing to apply the guidance in Opinion 25, as long as the footnotes to financial
statements disclosed what net income would have been had the preferable fair-value-based method been used. Public entities (other than those filing as small business issuers) will be
required to apply Statement 123(R) as of the first interim or annual reporting period that begins after June 15, 2005. The Company has evaluated the impact of the adoption of
SFAS 123(R), and the effect of which is discussed in Footnote 1.

In
December 2004 the Financial Accounting Standards Board issued two FASB Staff PositionsFSP FAS 109-1,Application of FASB Statement 109
"Accounting for Income Taxes" to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004,and FSP FAS 109-2 Accounting and Disclosure Guidance for the
Foreign Earnings Repatriation Provision within the

35

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American Jobs Creation Act of 2004.Neither of these affected the Company as it does not participate in the related activities.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The following table discloses the Company's obligations and commitments to make future payments under contractual obligations at December 31, 2004.

|             |  | Payment Due by Period (In Thousands)
|------------ |  | ------------------------------------
|
|Note Payable |  | $                                   
|Leases       |  |                                     
|             |  |                                     
|Total        |  | $                                   
|             |  |                                     

The
Company leases part of its Jordan facility and future minimum lease payments due to the Company are (in thousands):

|2005  |  | $ | 393  
|----- |  | - | -----
|2006  |  |   | 404  
|2007  |  |   | 417  
|2008  |  |   | 429  
|2009  |  |   | 367  
|      |  |  
|Total |  | $ | 2,010
|      |  |  

IMPACT OF INFLATION

Generally, inflation has not had a material impact on the Company's historical operations or profitability.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company's exposure to market risks is limited to interest rate risks. The risks related to foreign currency exchange rates are immaterial and the Company does
not use derivative financial instruments.

The
Company is subject to interest rate market risk associated with its bank debt. Even so, the Company does not believe the risk associated with such borrowing is significant.
Additionally, the Company does not believe that the risk is significant for its long-term debt due to the low fixed rates and relative insignificance of the fixed long-term
debt to the Company's consolidated balance sheet. The Company's long-term debt is comprised of two fixed rate notes with a total principal balance of approximately $7,451,000
collateralized by the Company's headquarters building and its shipping facility and one variable rate note with a principal balance of approximately $737,000 collateralized by the Company's general
assets. The table below presents principal cash flows and related interest rates by fiscal year of maturity.

|                 |  | Expected Year of Maturity (In Thousands)
|---------------- |  | ----------------------------------------
|
|Notes payable(2) |  | $                                       

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

|Index to Consolidated Financial Statements: |                                                                                                      | 
|------------------------------------------- | ---------------------------------------------------------------------------------------------------- | 
|                                            | Report of Independent Registered Public Accounting FirmStonefield Josephson, Inc.                   | 
|                                            | Report of Independent Registered Public Accounting FirmDeloitte & Touche, LLP                       | 
|                                            | Consolidated Balance Sheets as of December 31, 2004 and 2003                                         | 
|                                            | Consolidated Statements of Operations for the years ended December 31, 2004, 2003, and 2002          | 
|                                            | Consolidated Statements of Stockholders' Equity for the years ended December 31, 2004, 2003 and 2002 | 
|                                            | Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002           | 
|                                            | Notes to Consolidated Financial Statements                                                           | 

37

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of Natrol, Inc. and its subsidiaries:

We
have audited the accompanying consolidated balance sheet of Natrol, Inc. and its subsidiaries (the "Company") as of December 31, 2004, and the related consolidated
statement of operations, stockholders' equity, and cash flows for the year then ended. Our audit also included the financial statement schedule listed at the index in Item 15(a) as of and for the year
ended December 31, 2004. These consolidated financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and schedule based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit included examining, on a test basis, evidence supporting the amounts and disclosure in
the estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The
consolidated financial statements referred to above present fairly, in all material respects, the financial position of Natrol, Inc. and its subsidiaries as of December 31,
2004, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Also, in our
opinion, the financial statement schedule when considered in relation to the basic consolidated financial statements, taken as a whole, presents fairly, in all material respects, the information set
forth therein.

/s/ STONEFIELD JOSEPHSON, INC.CERTIFIED PUBLIC ACCOUNTANTS
Santa Monica, California
February 7, 2005

38

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Report of Independent Auditors

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Stockholders of Natrol, Inc.
Chatsworth, California

We
have audited the accompanying consolidated balance sheets of Natrol, Inc. and its subsidiaries (the "Company") as of December 31, 2003, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the years ended December 31, 2003 and 2002. Our audits also included the financial statement schedule listed in the index at
Item 15(a) as of December 31, 2003 and for the years ended December 31, 2003 and 2002. These financial statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and schedule based on our audits.

We
conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Natrol, Inc. and its subsidiaries as of
December 31, 2003, and the results of their
operations and their cash flows for the years ended December 31, 2003 and 2002. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein as of December 31, 2003 and for the years ended December 31, 2003 and
2002.

As
discussed in Note 1 to the consolidated financial statements, effective January 1, 2002, the Company changed its method of accounting for goodwill and other intangible
assets to conform to Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."

Los Angeles, California
April 14, 2004

39

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Natrol, Inc. and Subsidiaries  Consolidated Balance Sheets  (In thousands, except share and per share data)

|                                                                           |                                                                                                     | December 31,                                                                                          |       
|-------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------- | ------
|
|Assets                                                                     |                                                                                                     |                                                                                                       |       
|Current assets:                                                            |                                                                                                     |                                                                                                       |       
|                                                                           | Cash                                                                                                |                                                                                                       | $     
|                                                                           | Accounts receivable, net of allowances of $421 and $635 at December 31, 2004 and 2003, respectively |                                                                                                       |       
|                                                                           | Inventory                                                                                           |                                                                                                       |       
|                                                                           | Income taxes receivable                                                                             |                                                                                                       |       
|                                                                           | Deferred income taxes                                                                               |                                                                                                       |       
|                                                                           | Prepaid expenses and other current assets                                                           |                                                                                                       |       
|                                                                           | Net assets of discontinued operations                                                               |                                                                                                       |       
|                                                                           |                                                                                                     |                                                                                                       |       
|Total current assets                                                       |                                                                                                     |                                                                                                       | 25,739
|                                                                           |                                                                                                     |                                                                                                       |       
|Property and equipment:                                                    |                                                                                                     |                                                                                                       |       
|                                                                           | Building and improvements                                                                           |                                                                                                       |       
|                                                                           | Machinery and equipment                                                                             |                                                                                                       |       
|                                                                           | Furniture and office equipment                                                                      |                                                                                                       |       
|                                                                           |                                                                                                     |                                                                                                       |       
|                                                                           |                                                                                                     |                                                                                                       | 24,335
|Accumulated depreciation and amortization                                  |                                                                                                     |                                                                                                       | (8,022
|                                                                           |                                                                                                     |                                                                                                       |       
|Property and equipment, net                                                |                                                                                                     |                                                                                                       | 16,313
|Restricted cash                                                            |                                                                                                     |                                                                                                       | 5,000 
|Deferred income taxes                                                      |                                                                                                     |                                                                                                       | 3,628 
|Goodwill, net of accumulated amortization and impairment charge of $37,381 |                                                                                                     |                                                                                                       | 2,026 
|Other assets                                                               |                                                                                                     |                                                                                                       | 218   
|                                                                           |                                                                                                     |                                                                                                       |       
|Total assets                                                               |                                                                                                     | $                                                                                                     | 52,924
|                                                                           |                                                                                                     |                                                                                                       |       
|Liabilities and stockholders' equity                                       |                                                                                                     |                                                                                                       |       
|Current liabilities:                                                       |                                                                                                     |                                                                                                       |       
|                                                                           | Accounts payable                                                                                    |                                                                                                       | $     
|                                                                           | Accrued expenses                                                                                    |                                                                                                       |       
|                                                                           | Accrued payroll and related liabilities                                                             |                                                                                                       |       
|                                                                           | Current portion of long-term debt                                                                   |                                                                                                       |       
|                                                                           |                                                                                                     |                                                                                                       |       
|Total current liabilities                                                  |                                                                                                     |                                                                                                       | 7,479 
|                                                                           |                                                                                                     |                                                                                                       |       
|Long-term debt, less current portion                                       |                                                                                                     |                                                                                                       | 7,685 
|Commitments and contingencies                                              |                                                                                                     |                                                                                                       |       
|Stockholders' equity:                                                      |                                                                                                     |                                                                                                       |       
|                                                                           | Preferred stock, par value of $0.01 per share:                                                      |                                                                                                       |       
|                                                                           |                                                                                                     | Authorized shares2,000,000; Issued and outstanding sharesnone                                       |       
|                                                                           | Common stock, par value of $0.01 per share:                                                         |                                                                                                       |       
|                                                                           |                                                                                                     | Authorized shares50,000,000                                                                          |       
|                                                                           |                                                                                                     | Issued and outstanding shares  14,281,928 and 14,054,309 at December 31, 2004 and 2003, respectively |       
|                                                                           | Additional paid-in capital                                                                          |                                                                                                       |       
|                                                                           | Accumulated deficit                                                                                 |                                                                                                       |       
|                                                                           |                                                                                                     |                                                                                                       |       
|                                                                           |                                                                                                     |                                                                                                       | 40,641
|                                                                           | Shares held in treasury, at cost921,900 shares at December 31, 2004 and 2003                       |                                                                                                       |       
|                                                                           |                                                                                                     |                                                                                                       |       
|Total stockholders' equity                                                 |                                                                                                     |                                                                                                       | 37,760
|                                                                           |                                                                                                     |                                                                                                       |       
|Total liabilities and stockholders' equity                                 |                                                                                                     | $                                                                                                     | 52,924
|                                                                           |                                                                                                     |                                                                                                       |       

See notes to consolidated financial statements.

40

---



Natrol, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except share and per share data)

|                                                                                         |                                                                                    | Years Ended December 31, |       
|---------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | ------------------------ | ------
|
|Net sales                                                                                |                                                                                    | $                        | 79,269
|Cost of goods sold                                                                       |                                                                                    |                          | 46,820
|                                                                                         |                                                                                    |                          |       
|Gross profit                                                                             |                                                                                    |                          | 32,449
|                                                                                         |                                                                                    |                          |       
|Selling and marketing expenses                                                           |                                                                                    |                          | 19,560
|General and administrative expenses                                                      |                                                                                    |                          | 9,348 
|                                                                                         |                                                                                    |                          |       
|Total operating expenses                                                                 |                                                                                    |                          | 28,908
|                                                                                         |                                                                                    |                          |       
|Operating income from continuing operations                                              |                                                                                    |                          | 3,541 
|Interest income                                                                          |                                                                                    |                          | 101   
|Interest expense                                                                         |                                                                                    |                          | (630  
|                                                                                         |                                                                                    |                          |       
|Income from continuing operations before income taxes                                    |                                                                                    |                          | 3,012 
|Income tax provision                                                                     |                                                                                    |                          | 1,144 
|                                                                                         |                                                                                    |                          |       
|Income from continuing operations before cumulative change in accounting principles      |                                                                                    |                          | 1,868 
|                                                                                         |                                                                                    |                          |       
|Discontinued operations:                                                                 |                                                                                    |                          |       
|(Loss) from operations of discontinued Annasa component                                  |                                                                                    |                          |      
|(Loss) from operations of discontinued Tamsol component                                  |                                                                                    |                          |      
|Income tax benefit                                                                       |                                                                                    |                          |      
|                                                                                         |                                                                                    |                          |       
|Loss on discontinued operations                                                          |                                                                                    |                          |      
|                                                                                         |                                                                                    |                          |       
|Income (loss) before cumulative effect of accounting change                              |                                                                                    |                          | 1,868 
|                                                                                         |                                                                                    |                          |       
|Cumulative effect of change in accounting principle, net of income tax benefit of $4,139 |                                                                                    |                          |      
|                                                                                         |                                                                                    |                          |       
|Net income (loss)                                                                        |                                                                                    | $                        | 1,868 
|                                                                                         |                                                                                    |                          |       
|Basic income (loss) per share:                                                           |                                                                                    |                          |       
|                                                                                         | Income per share from continuing operations                                        |                          | $     
|                                                                                         | Loss per share from discontinued operations                                        |                          |       
|                                                                                         | Loss per share attributable to cumulative effect of change in accounting principle |                          |       
|                                                                                         |                                                                                    |                          |       
|                                                                                         | Income (loss) per share                                                            |                          | $     
|                                                                                         |                                                                                    |                          |       
|Diluted income (loss) per share:                                                         |                                                                                    |                          |       
|                                                                                         | Income per share from continuing operations                                        |                          | $     
|                                                                                         | Loss per share from discontinued operations                                        |                          |       
|                                                                                         | Loss per share attributable to cumulative effect of change in accounting principle |                          |       
|                                                                                         |                                                                                    |                          |       
|                                                                                         | Income (loss) per share                                                            |                          | $     
|                                                                                         |                                                                                    |                          |       
|Weighted-average shares outstanding:                                                     |                                                                                    |                          |       
|                                                                                         | Basic                                                                              |                          |       
|                                                                                         | Diluted                                                                            |                          |       

See notes to consolidated financial statements.

41

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Natrol, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(In thousands, except share data)

|                           |                                                             | Common Stock |         |   |     | Retained
Earnings
(Accumulated
Deficit) |   |        |     |   |        
|-------------------------- | ----------------------------------------------------------- | ------------ | ------- | - | --- | --------------------------------------- | - | ------ | --- | - | -------
|
|
|Balance, January 1, 2002   |                                                             | 13,712,354   |         | $ | 137 |                                         | $ | 61,869 |     | $ | (16,485
|                           | Exercise of stock options                                   |              | 49,166  |   |     | 1                                       |   |        | 92  |   |        
|                           | Shares issued in exchange for services                      |              | 12,480  |   |     |                                         |   |        | 17  |   |        
|                           | Issuance of common stock under employee stock purchase plan |              | 14,720  |   |     |                                         |   |        | 27  |   |        
|                           | Net loss                                                    |              |         |   |     |                                         |   |        |     |   |        
|                           |                                                             |              |         |   |     |                                         |   |        |     |   |        
|Balance, December 31, 2002 |                                                             | 13,788,720   |         |   | 138 |                                         |   | 62,005 |     |   | (22,611
|                           | Exercise of stock options                                   |              | 216,885 |   |     | 2                                       |   |        | 319 |   |        
|                           | Shares issued in exchange for services                      |              | 10,437  |   |     |                                         |   |        | 16  |   |        
|                           | Issuance of common stock under employee stock purchase plan |              | 38,267  |   |     | 1                                       |   |        | 37  |   |        
|                           | Net loss                                                    |              |         |   |     |                                         |   |        |     |   |        
|                           |                                                             |              |         |   |     |                                         |   |        |     |   |        
|Balance, December 31, 2003 |                                                             | 14,054,309   |         |   | 141 |                                         |   | 62,377 |     |   | (24,079
|                           | Exercise of stock options                                   |              | 192,638 |   |     | 2                                       |   |        | 249 |   |        
|                           | Shares issued in exchange for services                      |              | 562     |   |     |                                         |   |        | 2   |   |        
|                           | Issuance of common stock under employee stock purchase plan |              | 34,419  |   |     |                                         |   |        | 81  |   |        
|                           | Net income                                                  |              |         |   |     |                                         |   |        |     |   |        
|                           |                                                             |              |         |   |     |                                         |   |        |     |   |        
|Balance, December 31, 2004 |                                                             | 14,281,928   |         | $ | 143 |                                         | $ | 62,709 |     | $ | (22,211
|                           |                                                             |              |         |   |     |                                         |   |        |     |   |        

See notes to consolidated financial statements.

42

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Natrol, Inc. and Subsidiaries        Consolidated Statements of Cash Flows        (In thousands)

|                                                                                                                   |                                                 | Years ended December 31                   |      
|------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------- | ----------------------------------------- | -----
|
|Operating activities                                                                                               |                                                 |                                           |      
|Net income (loss)                                                                                                  |                                                 | $                                         | 1,868
|Cumulative effect of change in accounting principle, net of income taxes benefit of $4,139                         |                                                 |                                           |     
|Loss from discontinued operations                                                                                  |                                                 |                                           |     
|                                                                                                                   |                                                 |                                           |      
|Income from continuing operations before cumulative effect of change in accounting principle                       |                                                 |                                           | 1,868
|Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities: |                                                 |                                           |      
|                                                                                                                   | Loss from discontinued operations               |                                           |      
|                                                                                                                   | Change in net assets of discontinued operations |                                           |      
|                                                                                                                   | Depreciation and amortization                   |                                           |      
|                                                                                                                   | Gain on disposal of property and equipment      |                                           |      
|                                                                                                                   | Provision for bad debts                         |                                           |      
|                                                                                                                   | Deferred income taxes                           |                                           |      
|                                                                                                                   | Shares issued for services                      |                                           |      
|                                                                                                                   | Changes in operating assets and liabilities:    |                                           |      
|                                                                                                                   |                                                 | Accounts receivable                       |      
|                                                                                                                   |                                                 | Inventory                                 |      
|                                                                                                                   |                                                 | Income taxes receivable/payable           |      
|                                                                                                                   |                                                 | Prepaid expenses and other current assets |      
|                                                                                                                   |                                                 | Accounts payable                          |      
|                                                                                                                   |                                                 | Accrued expenses                          |      
|                                                                                                                   |                                                 | Accrued payroll and related liabilities   |      
|                                                                                                                   |                                                 |                                           |      
|Net cash provided by (used in) operating activities                                                                |                                                 |                                           | 1,734
|                                                                                                                   |                                                 |                                           |      
|Investing activities                                                                                               |                                                 |                                           |      
|Purchases of property and equipment                                                                                |                                                 |                                           | (920 
|Proceeds for sale of property and equipment                                                                        |                                                 |                                           |     
|Restricted cash                                                                                                    |                                                 |                                           |     
|Reduction of goodwill arising from Prolab settlement                                                               |                                                 |                                           | 2,000
|Other assets                                                                                                       |                                                 |                                           | (135 
|                                                                                                                   |                                                 |                                           |      
|Net cash provided by (used in) investing activities                                                                |                                                 |                                           | 945  
|                                                                                                                   |                                                 |                                           |      
|Financing activities                                                                                               |                                                 |                                           |      
|Proceeds from issuance of long-term debt                                                                           |                                                 |                                           | 750  
|Repayments on long-term debt                                                                                       |                                                 |                                           | (338 
|Proceeds from issuance of common stock                                                                             |                                                 |                                           | 332  
|                                                                                                                   |                                                 |                                           |      
|Net cash provided by (used in) provided by financing activities                                                    |                                                 |                                           | 744  
|                                                                                                                   |                                                 |                                           |      
|Net increase (decrease) in cash and cash equivalents                                                               |                                                 |                                           | 3,423
|Cash and cash equivalents, beginning of year                                                                       |                                                 |                                           | 2,599
|                                                                                                                   |                                                 |                                           |      
|Cash and cash equivalents, end of year                                                                             |                                                 | $                                         | 6,022
|                                                                                                                   |                                                 |                                           |      
|Supplemental disclosures of cash flow information                                                                  |                                                 |                                           |      
|Cash paid during the year for:                                                                                     |                                                 |                                           |      
|Interest                                                                                                           |                                                 | $                                         | 630  
|Income taxes                                                                                                       |                                                 | $                                         | 1,174

See notes to consolidated financial statements.

43

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Natrol, Inc.        Notes to Consolidated Financial Statements

1.    Business and Summary of Significant Accounting Policies

Description of Business

Natrol, Inc. and subsidiaries (collectively, the "Company") manufactures and markets branded, high-quality dietary supplement products under
three branded labels, Natrol, Laci Le Beau and Prolab. The Company's core Natrol brand markets vitamins, minerals, hormonal supplements, herbal products, and specialty combination formulations. The
Laci Le Beau brand sells specialty teas and the Prolab brand markets sports nutrition products to athletes and other health minded individuals. The Company sells its products through multiple channels
of distribution that reach consumers through mass market retailers, health food stores, fitness centers, the Internet, catalogues and other points of distribution.

The
Company also sells raw materials and markets limited contract manufacturing through its Essentially Pure Ingredients division which operates within the Company's core operating unit.

Principles of Consolidation

The consolidated financial statements include the accounts and operations of Natrol, Inc. and its wholly owned subsidiaries. All significant intercompany
accounts have been eliminated in consolidation.

Estimates and Assumptions

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions affecting the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates, although
management does not believe any differences would materially affect the Company's consolidated financial position or results of operations.

Significant Risks and Uncertainties

Product returns are a recurring part of the Company's business. Estimating product returns requires significant management judgment. Products may be returned for
various reasons including expiration dates or lack of sufficient sales. During 2004, returns and reimbursements for damages and outdated products were 3.5% of gross shipments a decrease from 2003 and
2002 when returns and reimbursements for damages and outdated products were respectively 4.7% and 8.7% of gross sales. There is no guarantee that future returns will not increase to, or exceed, the
levels experienced in 2002. Furthermore, the possibility exists that should the Company lose a major account, the Company may agree to accept a substantial amount of returns.

The
Company monitors its inventory and analyzes it on a regular basis. Cycle counts are taken daily to verify inventory levels. In addition, the Company analyzes the movement of items
within its inventory in an effort to determine the likelihood that inventory will be sold or used before expiration dates are reached. The Company provides an allowance against that portion of its
inventory that it believes is unlikely to be sold or used before expiration dates are reached. At December 31, 2004, inventory allowances were approximately $1.4 million.

Restricted Cash

Restricted cash represents cash that has been deposited with an insurance company as part of the Company's self-insurance program. The cash earns
interest at a current rate of 1.65% per annum, and

44

---



will
be returned to the Company should the Company terminate the policy. The policy, which is cancelable by the Company, is effective through 2008.

Inventory

Inventory is stated at the lower of cost (determined by the first-in, first-out method) or market.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets
ranging from three-to-ten years for furniture, machinery and equipment. Buildings are depreciated over 40 years, and improvements are depreciated over periods ranging
from five-to-forty years, using the straight-line method. Amortization of leasehold improvements is computed using the straight-line method over the
shorter of the estimated useful lives of the assets or the lease terms.

Long-Lived Assets

The Company evaluates long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.

Goodwill

In June 2001, the Financial Accounting Standards Board ("FASB") approved two new statements: Statement of Financial Accounting Standards ("SFAS")
No. 141,Business Combinations, and SFAS No. 142,Goodwill and Other Intangible Assets.
SFAS No. 141 requires business combinations entered into after June 30, 2001 to be accounted for using the purchase method of accounting. SFAS No. 142 requires that goodwill not
be amortized, but be tested for impairment at least annually. The Company adopted SFAS No. 142 on January 1, 2002. In accordance with such adoption, the Company identified all reporting
units in conjunction with the provisions of SFAS No. 142 and allocated all goodwill accordingly. Beginning in 2002, goodwill is evaluated for impairment annually as of December 31. The
Company tested goodwill for impairment using the two-step process prescribed in SFAS No. 142. The first step is a screen for potential impairment, while the second step measures the
amount of the impairment, if any. In 2002, the Company performed the first step of the impairment test and that there was potential impairment of the Natrol segment. The Company performed the second
step as of December 31, 2002 for the Natrol segment and determined that its goodwill balance of $10,958,000 was impaired. The impairment loss was recorded as a cumulative effect of accounting
change in the accompanying consolidated statement of operations for the year ended December 31, 2002.

The
Company performed its annual impairment test as of December 31, 2004 and December 31, 2003 and concluded that goodwill was not impaired in either year.

45

---



As
part of a legal settlement with the former owners of Prolab, in 2004, the Company received $2.0 million which was recorded as reduction of goodwill. The balance of goodwill as
of December 31, 2004, therefore, was reduced to approximately $2 million.

The
changes in the carrying value of goodwill for the years ended December 31, 2002, 2003 and 2004 were as follows (in thousands):

|Balance, December 31, 2001                          |  | $ | 14,984  |  
|--------------------------------------------------- |  | - | ------- | -
|Cumulative effect of change in accounting principle |  |   | (10,958 | )
|                                                    |  |   |        
|Balance, December 31, 2002 and 2003                 |  | $ | 4,026   |  
|Reduction of goodwill from legal settlement in 2004 |  |   | (2,000  | )
|                                                    |  |   |        
|Balance, December 31, 2004                          |  | $ | 2,026   |  
|                                                    |  |   |        

Income Taxes

Deferred income taxes are provided for temporary differences between the financial statement and income tax bases of assets and liabilities, based on enacted tax
rates. Management provides a valuation allowance when it believes, it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

Revenue Recognition

The Company sells its products to retail outlets through a direct sales force and a national broker network. The Company recognizes revenue from sales when
product is shipped and title is transferred. Net sales represent product shipped less actual and estimated returns, spoilage allowances, allowances for product deemed to be unsaleable by customers,
free goods shipped to customers for promotional or other purposes and slotting fees. Estimates and allowances are based upon known claims and an estimate of additional returns when the amount of
future returns can be reasonably estimated.

Advertising Costs

Advertising and promotional costs are expensed as incurred. Advertising and promotional costs were (in thousands) $6,122, $5,427, and $6,778 for the years ended
December 31, 2004, 2003 and 2002,
respectively. These amounts are exclusive of promotional and other costs that are netted against sales revenue.

Research and Development Costs

The Company incurs costs in support of its dietary research and development. These costs are expensed as incurred and were (in thousands) $752, $608, and $504,
for the years ended December 31, 2004, 2003 and 2002, respectively.

Shipping and Handling Costs

The Company records all amounts charged to customers for shipping and handling as revenue. All shipping and fulfillment costs are classified as selling and
marketing expenses and were (in thousands) $3,455, $3,172, and $2,504, for the years ended December 31, 2004, 2003 and 2002, respectively.

46

---



Stock-Based Compensation

As allowed under SFAS 123, the Company accounts for its employee stock option plan under the intrinsic value method prescribed by Accounting Principles
Board Opinion No. 25,Accounting for Stock Issued to Employees, and related interpretations.

The
Company has a stock-based compensation plan, which is described more fully in Note 5. The Company's operating results do not include a compensation charge related to this
plan, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on the operating results
and per share amounts, if the fair value recognition provisions of SFAS No. 123,Accounting for Stock-Based Compensation, had been applied to
stock-based employee compensation.

|                                                                                                                                                                |                     | Years Ended December 31, |      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | ------------------------ | -----
|
|
|Income from continuing operations before cumulative effect of accounting change                                                                                 |                     | $                        | 1,868
|Total stock-based employee compensation expense determined under the fair value-based method for all awards, net of related tax benefits ("Stock Compensation") |                     |                          | (53  
|                                                                                                                                                                |                     |                          |      
|Income (loss) from continuing operationspro forma                                                                                                              |                     | $                        | 1,815
|Loss from discontinued operations                                                                                                                               |                     |                          |     
|Cumulative effect of change in accounting principlenet of tax                                                                                                  |                     |                          |     
|                                                                                                                                                                |                     |                          |      
|Net profit (loss)pro forma                                                                                                                                     |                     | $                        | 1,815
|                                                                                                                                                                |                     |                          |      
|Income (loss) per share from continuing operations:                                                                                                             |                     |                          |      
|                                                                                                                                                                | Basicas reported   |                          | $    
|                                                                                                                                                                | Basicpro forma     |                          | $    
|                                                                                                                                                                | Dilutedas reported |                          | $    
|                                                                                                                                                                | Dilutedpro forma   |                          | $    
|Net loss per share:                                                                                                                                             |                     |                          |      
|                                                                                                                                                                | Basicas reported   |                          | $    
|                                                                                                                                                                | Basicpro forma     |                          | $    
|                                                                                                                                                                | Dilutedas reported |                          | $    
|                                                                                                                                                                | Dilutedpro forma   |                          | $    

The
fair value of the options is estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions for grants:

|                                |  | Years Ended December 31, |  
|------------------------------- |  | ------------------------ | -
|
|Expected dividend yield         |  | 0.0                      | %
|Expected stock price volatility |  | 64.6                     |  
|Risk free interest rate         |  | 3.6                      | %
|Expected life of options        |  | 5 years                  |  

47

---



These
assumptions resulted in weighted-average fair values of $1.66, $0.87, and $0.87 for each stock option granted in 2004, 2003 and 2002, respectively.

Income (Loss) Per Share

The Company calculates income (loss) per share in accordance with SFAS No. 128,Earnings per Share. Basic
income (loss) per share has been computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share has been computed
by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents (stock options).

Stock
options to purchase 2,442,000, 2,950,000, and 2,916,000 shares of common stock at December 31, 2004, 2003 and 2002, respectively, were outstanding and of these shares,
520,000, 2,950,000 and 2,916,000, were respectively considered anti-dilutive.

Fair Value of Financial Instruments

The carrying value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates
fair market value based on their short-term nature. The fair value of the Company's long-term notes payable is estimated using discounted cash flow analyses, based on the
Company's current incremental borrowing rates for similar types of borrowing arrangements. The estimated fair value of long-term notes payable exceeded the carrying value by approximately
$1.1 million at December 31, 2004.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, and accounts
receivable. Cash and cash equivalents are placed with high credit-quality institutions and the amount of credit exposure to any one institution is limited. Significant portions of the Company's sales
are made directly to mass merchandisers and national retailers. Due to the increased volume of sales to these channels, the Company has experienced an increased concentration of credit risk, and as a
result, may at anytime have individually significant receivable balances with such mass merchandisers and national retailers. While the Company monitors and manages this risk, financial difficulties
on the part of one or more major customers may have a material adverse effect on the Company. The Company performs ongoing credit evaluations of customers and maintains an allowance for potential
credit losses.

No
one customer represented 10% or more of the Company's net sales in 2004 and 2003 and no account represented more than 10% of the Company's net accounts receivable as of
December 31, 2004. Accounts receivable from one customer represented approximately 16.0% of net accounts receivable at December 31, 2003. One customer represented 12.3% of net sales in
the year ended December 31, 2002. This customer accounted for 13.4% of accounts receivable at December 31, 2002. No other customers represented more than 10% of net sales in 2002.

Recently Issued Accounting Standards

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based CompensationTransition and Disclosure." This statement
amends SFAS No. 123, to provide alternative methods of

48

---



voluntary
transition to change to the fair value based method of accounting for stock-based employee compensation. Additionally, this statement amends disclosure requirements of accounting for stock-
based employee compensation and the effect of the method used on reporting results. As of December 31, 2002, the Company has adopted the disclosure requirements of SFAS No. 148, but has
elected to continue to account for stock-based compensation to its employees and directors using the intrinsic value method proscribed by APB No. 25 and related interpretations.

In
January 2003, the FASB issued FASB Interpretation No. ("FIN") 46, "Consolidation of Variable Interest Entities" ("FIN 46"). In December 2003, FIN 46 was replaced by FASB
interpretation No. 46(R) "Consolidation of Variable Interest Entities." FIN 46(R) clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements,"
to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46(R) requires an enterprise to consolidate a variable
interest entity if that enterprise will absorb a majority of the entity's expected losses, is entitled to receive a majority of the entity's expected residual returns, or both. FIN 46(R) is effective
for entities being evaluated under FIN 46(R) for consolidation no later than the end of the first reporting period that ends after March 15, 2004. The Company does not currently have any
variable interest entities that will be impacted by adoption of FIN 46(R).

On
April 30, 2003, the Financial Accounting Standards Board issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS
No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133.
The new guidance amends SFAS No. 133 for decisions made as part of the Derivatives Implementation Group ("DIG") process that effectively required amendments to SFAS No. 133, and
decisions made in connection with other FASB projects dealing with financial instruments and in connection with implementation issues raised in relation to the application of the definition of a
derivative and characteristics of a derivative that contains financing components. In addition, it clarifies when a derivative contains a financing component that warrants special reporting in the
statement of cash flows. SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003.
Adoption of this standard did not have an impact on the Company's consolidated financial statements.

In
May 2003, the FASB issued SFAS No. 150Accounting for Financial Instruments with the Characteristics of Both Liabilities and
Equities. SFAS No. 150 establishes standards regarding the manner in which an issuer classifies and measures certain types of financial instruments having
characteristics of both liabilities and equity. Pursuant to SFAS No. 150, such freestanding financial instruments (i.e., those entered into separately from an entity's other financial
instruments or equity transactions or that are legally detachable and separately exercisable) must be classified as liabilities or, in some cases, assets. In addition, SFAS No. 150 requires
that financial instruments containing obligations to repurchase the issuing entity's equity shares and, under certain circumstances, obligations that are settled by delivery of the issuer's shares be
classified as liabilities. Certain aspects of SFAS No. 150 have been deferred; however, the Statement is effective for financial instruments entered into or modified after May 31, 2003
and for other instruments at the beginning of the first interim period beginning after June 15, 2003. The Company does not currently have any financial instruments that

49

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have
been impacted by SFAS No. 150. The adoption of SFAS No. 150 did not have a material impact on the Company's financial position or results of operations.

In
December 2003, the SEC issued Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition." SAB 104, which was effective upon issuance, updates portions of the
interpretive guidance included in Topic 13 of the codification of Staff Accounting Bulletins and revises or rescinds portions of the interpretative guidance included in SAB 101 in order to make this
interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The principal revisions relate to the incorporation of certain sections of
the staff's Frequently Asked Question ("FAQ") document on revenue recognition into Topic 13. SAB 101, "Revenue Recognition in Financial
Statements," which was issued in December 1999, provides guidance to SEC registrants on the recognition, presentation and disclosure of revenues in the financial statements. Since the Company
has already adopted all such standards upon issuance, the application of this revised guidance did not impact its consolidated financial position, results of operations, or disclosure requirements.

In
November 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory Costs" an amendment of
Accounting Research Bulletin ("ARB") No. 43, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). This Statement
requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal". In addition, this Statement requires that allocation of fixed
production overheads to the costs of conversion be based on the normal capacity of the production facilities. Companies are required to adopt the provisions of this Statement for fiscal years
beginning after June 15, 2005. The Company does not believe there will be a material effect on its consolidated financial position or results of operations from the adoption of this standard.

In
December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions." The
amendments made by Statement 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate
the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance.
Previously, Opinion 29 required that the accounting for an exchange of a productive asset for a similar productive asset or an equivalent interest in the same or similar productive asset should be
based on the recorded amount of the asset relinquished. Opinion 29 provided an exception to its basic measurement principle (fair value) for exchanges of similar productive assets. The Board believes
that exception required that some nonmonetary exchanges, although commercially substantive, be recorded on a carryover basis. By focusing the exception on exchanges that lack commercial substance, the
Board believes this Statement produces financial reporting that more faithfully represents the economics of the transactions. The Statement is effective for nonmonetary asset exchanges occurring in
fiscal periods beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges occurring in fiscal periods beginning after the date of issuance. The provisions
of this Statement shall be applied prospectively. The Company has evaluated the impact of the adoption of SFAS 152, and does not believe the impact will be significant to the Company's overall
results of operations or financial position.

50

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In
December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based Payment." Statement 123(R) will provide investors and other users of financial statements with more
complete and neutral financial information by requiring that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based
on the fair value of the equity or liability instruments issued. Statement 123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans,
performance-based awards, share appreciation rights, and employee share purchase plans. Statement 123(R) replaces FASB
Statement No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. Statement 123, as originally issued in 1995,
established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that Statement permitted entities the option of continuing
to apply the guidance in Opinion 25, as long as the footnotes to financial statements disclosed what net income would have been had the preferable fair-value-based method been used. Public
entities (other than those filing as small business issuers) will be required to apply Statement 123(R) as of the first interim or annual reporting period that begins after June 15, 2005. The
Company has evaluated the impact of the adoption of SFAS 123(R), and does not believe the impact will be significant to the Company's overall results of operations or financial position.

In
December 2004 the Financial Accounting Standards Board issued two FASB Staff PositionsFSP FAS 109-1,Application of FASB Statement 109
"Accounting for Income Taxes" to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004,and FSP FAS 109-2 Accounting and Disclosure Guidance for the
Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004.Neither of these
affected the Company as it does not participate in the related activities.

2.    Inventory

Inventory consists of the following:

|                                    |  | December 31,
|----------------------------------- |  | ------------
|
|
|Raw material and packaging supplies |  | $           
|Finished goods                      |  |             
|                                    |  |             
|                                    |  | $           
|                                    |  |             

Three
of the Company's suppliers each accounted for more than 10% of the Company's inventory purchases in 2004. The loss of any of these suppliers could have a material adverse effect on
the Company's ability to produce and sell goods. The Company does not have a long-term supply agreement with any of these three suppliers.

3.    Financing

During 1999, the Company entered into two mortgage notes payable in the aggregate amount of approximately $8,900,000, collateralized by the Company's facilities.
These notes are payable in monthly

51

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installments
of approximately $74,000 in the aggregate, including interest ranging from 7.75% to 8.32%, maturing in 2014 and 2019.

In
November 2004, the Company entered into a Revolving Note, a Promissory Note, an Equipment Line Facility, a Commercial Guaranty, a Commercial Security Agreement, a Corporate Resolution
to Grant Collateral/Guarantee, and a Commercial Security Agreement with City National Bank, a national banking association ("CNB").

In
November 4, 2004, the Company executed a Revolving Note in favor of CNB for the principal sum of $3,000,000. The Company also executed a Promissory Note in favor of CNB for the
original principal sum of $750,000, and an Agreement for Equipment Line Facility in favor of CNB for the original principal sum of $500,000. Under the Agreement, CNB agreed to make equipment
acquisition loans to the Company up to the amount of $500,000, until December 1, 2005.

The
most restrictive covenants for the $3 million Revolving Note are (a) Tangible Net Worth plus Subordinated Debt of not less than $29.4 million at all times;
(b) a ratio of Total Senior Liabilities to Tangible Net Worth plus Subordinated Debt of not more than 1.25 to 1 at all times; and (c) a ratio of Cash Flow from Operations to Debt Service
of not less than 1.25 to 1 for each fiscal quarter on a rolling 12 month basis.

The
$750,000 note payable is collateralized by the company's assets other than real estate. This note is payable in monthly installments of approximately $12,500 plus interest at a
variable rate based upon prime plus a premium of .75%. The initial rate upon entering into the note was 5.5%.

Future
maturities of long-term debt at December 31, 2004 are as follows (in thousands):

|2005       |  | $ | 503  
|---------- |  | - | -----
|2006       |  |   | 532  
|2007       |  |   | 564  
|2008       |  |   | 598  
|2009       |  |   | 624  
|Thereafter |  |   | 5,367
|           |  |  
|Total      |  | $ | 8,188
|           |  |  

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4.    Income Taxes

The income tax (benefit) provision consists of the following (in thousands):

|                                                                                   |         | Years Ended December 31, |      
|---------------------------------------------------------------------------------- | ------- | ------------------------ | -----
|
|Current:                                                                           |         |                          |      
|                                                                                   | Federal |                          | $    
|                                                                                   | State   |                          |      
|                                                                                   |         |                          |      
|Total current                                                                      |         |                          | 574  
|Deferred                                                                           |         |                          | 570  
|                                                                                   |         |                          |      
|Total income taxes for continuing operations                                       |         | $                        | 1,144
|                                                                                   |         |                          |      
|Income tax benefit from discontinuing operations                                   |         |                          |     
|Deferred income tax benefit on cumulative effect of change in accounting principle |         |                          |     

53

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The difference between actual income tax provision (benefit) and the amount computed using the U.S. federal statutory income tax rate is as follows (in
thousands):

|                                                                   |  | Years Ended December 31,
|------------------------------------------------------------------ |  | ------------------------
|
|Statutory rate applied to income (loss) from continuing operations |  | $                       
|State tax provision                                                |  |                         
|Other                                                              |  |                         
|                                                                   |  |                         
|Income tax provision from continuing operations                    |  | $                       
|                                                                   |  |                         

The
significant components of the Company's deferred income tax assets and liabilities are as follows (In Thousands):

|                                 |                                   | Years Ended December 31, |      
|-------------------------------- | --------------------------------- | ------------------------ | -----
|
|Deferred income tax assets:      |                                   |                          |      
|                                 | Accounts receivable allowances    |                          | $    
|                                 | Inventory                         |                          |      
|                                 | Accrued liabilities               |                          |      
|                                 | Goodwill impairment               |                          |      
|                                 | State operating loss carryforward |                          |      
|                                 | Other                             |                          |      
|                                 |                                   |                          |      
|                                 |                                   |                          | 4,876
|Deferred tax income liabilities: |                                   |                          |      
|                                 | Federal effect of state taxes     |                          |      
|                                 | Depreciation                      |                          |      
|                                 |                                   |                          |      
|                                 |                                   | $                        | 4,442
|                                 |                                   |                          |      

5.    Stockholders' Equity

Stock Repurchase Program

In 2000, the Board of Directors of the Company authorized a stock repurchase program for the Company's common stock. Under the stock repurchase program, the
Company can effect common stock repurchases from time to time up to an aggregate of $10,000,000. The stock repurchase program does not have an expiration date. No such repurchases were made in 2004 or
2003.

Stock Options

Under the Company's 1996 Stock Option and Grant Plan, as amended (the "Plan"), the Board of Directors of the Company is authorized to grant incentive stock
options or non-qualified stock options. Incentive stock options may be granted only to employees of the Company. Non-qualified stock options may be granted to officers and
employees of the Company as well as to non-employees. The maximum number of shares to be issued under the Plan is 3,442,214 shares, as amended. All options granted under the Plan have been
made at prices not less than the estimated fair market value of the stock at

54

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the
date of grant. Generally, the options granted under the Plan vest over three-to-five years. Options granted under the Plan have a term of not more than 10 years.

A
summary of the Company's stock option activity and related information is as follows (in thousands, except per share data):

|                                 |           | Number of
Options
(000's) |      | Weighted-Average
Exercise Price
Per Share |      | Exercise Price
Per Share
|-------------------------------- | --------- | ------------------------- | ---- | ----------------------------------------- | ---- | ------------------------
|Outstanding at December 31, 2001 |           | 2,696                     |      | $                                         | 3.58 |                         
|                                 | Granted   |                           | 700  |                                           |      | 1.37                    
|                                 | Forfeited |                           | (431 | )                                         |      | 3.41                    
|                                 | Exercised |                           | (49  | )                                         |      | 1.88                    
|                                 |           |                           |      |                                           |      |                         
|Outstanding at December 31, 2002 |           | 2,916                     |      |                                           | 3.10 |                         
|                                 | Granted   |                           | 361  |                                           |      | 1.31                    
|                                 | Forfeited |                           | (111 | )                                         |      | 2.23                    
|                                 | Exercised |                           | (217 | )                                         |      | 1.48                    
|                                 |           |                           |      |                                           |      |                         
|Outstanding at December 31, 2003 |           | 2,949                     |      |                                           | 2.89 |                         
|                                 | Granted   |                           | 90   |                                           |      | 2.84                    
|                                 | Forfeited |                           | (405 | )                                         |      | 3.35                    
|                                 | Exercised |                           | (192 | )                                         |      | 1.30                    
|                                 |           |                           |      |                                           |      |                         
|Outstanding at December 31, 2004 |           | 2,442                     |      |                                           | 3.07 |                         
|                                 |           |                           |      |                                           |      |                         

At
December 31, 2004, 1,000,082 shares were available for future grant. The weighted-average remaining contractual life for the outstanding options in years was 5.57, 6.91 and
7.71, and at December 31, 2004, 2003 and 2002, respectively.

|             |  | Options Outstanding |  |      |  |  
|------------ |  | ------------------- |  | ---- |  | -
|
|
|
|$1.10$2.35  |  | 1,867               |  | 6.1  |  | $
|$2.76$6.03  |  | 290                 |  | 6.0  |  |  
|$7.00$13.00 |  | 285                 |  | 3.6  |  |  
|             |  |                     |  |      |  |  
|Total        |  | 2442                |  | 5.57 |  | $
|             |  |                     |  |      |  |  

6.    Commitments and Contingencies

The Company leases certain equipment and facilities under noncancelable operating leases that expire in various years through 2006. Rent expense under operating
leases totaled approximately $162,000, $155,000, and $117,000, for the years ended December 31, 2004, 2003 and 2002, respectively.

55

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Future
minimum lease payments under noncancelable operating leases with initial terms of one year or more consisted of the following at December 31, 2004 (in thousands):

2005

$
1342006


1092007


732008


112009


82010


4Total minimum lease payments

$
339


The
Company leases part of its Jordan facility and future minimum lease payments due to the Company are (in thousands):

2005

$
3932006


4042007


4172008


4292009


367Total

$
2,010


The
Company is a party to certain legal actions arising in the normal course of business. In the opinion of management, the ultimate outcome of such litigation will not have a material
adverse effect on the financial position or results of operations of the Company.

7.    Employee Benefits Plans

The Company has a profit sharing 401(k) plan that covers substantially all of its employees. Eligible employees may contribute up to the maximum allowed under
law. Contributions are discretionary; however, the Company generally matches 10% of the employees' contributions up to the maximum of 1% of eligible compensation. Amounts recognized as expense were
approximately $33,000, $26,000, and $14,000, for the years ended December 31, 2004, 2003 and 2002, respectively.

In
1998, the Board of Directors approved the Natrol, Inc. Employee Stock Purchase Plan ("ESPP"), which allows substantially all employees to purchase shares of common stock of the
Company, through payroll deductions, at 85% of the fair market value of the shares at the beginning or end of the offering period, whichever is lower. The Company expenses two thirds of the 15%
discount given to employees under the plan. The ESPP provides for employees to authorize payroll deductions of up to 10% of their compensation for each pay period. In conjunction with the ESPP, the
Company registered with the Securities and Exchange Commission 225,000 shares of the Company's common stock reserved for purchase under the ESPP. As of December 31, 2004 and 2003, 93,453 and
96,402 shares are available for issuance under this plan. For the year ended December 31, 2004, 34,419 shares were issued at prices ranging from $2.20 to $2.56. For the year ended
December 31, 2003, 38,267 shares were issued at $0.98 per share under the plan. For the year ended December 31, 2002, 14,720 shares were issued at prices ranging from $1.68 to $1.85 per
share under the plan.

56

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In
2004, the Company adopted a bonus program for certain employees. The bonuses granted are dependent upon a formula based on corporate profits before taxes, interest. The amount of
bonus expensed in 2004 relative to this plan was approximately $600,000.

8.    Impairment of Goodwill

On January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 requires that goodwill not
be amortized. In accordance with such adoption, the Company identified all reporting units in conjunction with the provisions of SFAS No. 142 and allocated all goodwill accordingly. Beginning
in 2002, goodwill is evaluated for impairment annually, or whenever
events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. In 2002, the Company tested goodwill for impairment using the two-step process prescribed in
SFAS No. 142. The first step is a screen for potential impairment, while the second step measures the amount of the impairment, if any. The Company performed the impairment test and determined
that there was potential impairment of the Natrol segment. The Company performed the second step as of January 1, 2002 for the Natrol segment and determined that its goodwill balance of
$10,958,000 was impaired. The impairment loss was recorded as a cumulative effect of a change in accounting principle, net of income tax benefit of approximately $4.1 million, in the
accompanying consolidated statement of operations for the year ended December 31, 2002.

The
remaining goodwill balance at December 31, 2002 and 2003 was approximately $4.0 million. In the fourth quarter of 2003, the Company completed its annual goodwill
impairment testing and determined that goodwill was not impaired. Additionally, during March 2004, the Company settled its litigation with the former owners of Prolab Nutrition, Inc. The Company
received $2 million in cash, which was reflected in the financial statements for the quarter ending March 31, 2004 as a reduction of goodwill. In accordance with the provisions of SFAS
No. 142, the Company performed its annual impairment test of goodwill during the fourth quarter of 2004 and concluded that it was not impaired.

The
Company, as part of its review of financial results for 2004, performed an assessment of the carrying value of the Company's goodwill recorded in connection with its various
acquisitions and determined that no impairment existed. The carrying value of the Company's goodwill at December 31, 2004 was approximately $2 million.

9.    Discontinued Operations

In December 2003, the Company discontinued its Annasa and Tamsol units. Annasa, a subsidiary of Natrol, a multi-level marketer of proprietary nutritional
products began operations in 2002. Tamsol was also formed in 2002, to generate direct-to-consumer sales via radio, television, direct mail and other non-retail
venues. The Company has reclassified its financial statements to segregate the revenues, direct costs and expenses (excluding allocated costs), assets and liabilities and cash flows of the
discontinued operations. The net operating results, net assets and net cash flows of these businesses have been reported as "Discontinued Operations" in the accompanying consolidated financial
statements.

The
Company sold Annasa's trademarks and certain other assets to an investor group led by former Annasa distributors. The Company received $35,000 for the intellectual property assets.
The investor group has agreed to also pay the Company a royalty of between one and two percent of net revenue for 20 years.

57

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Summarized
financial information for the discontinued operations is as follows (in thousands):

|                                       |  | Fiscal Year ended: |       
|-------------------------------------- |  | ------------------ | ------
|
|Annasa:                                |  |                    |       
|Revenue                                |  | $                  | 667   
|                                       |  |                    |       
|Gross Margin                           |  |                    | 452   
|Selling and Marketing expenses         |  |                    | 1,224 
|General and administrative             |  |                    | 994   
|                                       |  |                    |       
|Loss from operations                   |  |                    | (1,766
|Income tax benefit                     |  |                    | 616   
|                                       |  |                    |       
|Net loss                               |  | $                  | (1,150
|                                       |  |                    |       
|Tamsol:                                |  |                    |       
|Revenue                                |  | $                  | 30    
|                                       |  |                    |       
|Gross Margin                           |  |                    | 30    
|Selling and Marketing expenses         |  |                    | 152   
|General and administrative             |  |                    | 420   
|                                       |  |                    |       
|Loss from operations                   |  |                    | (542  
|Income tax benefit                     |  |                    | 205   
|                                       |  |                    |       
|Net loss                               |  | $                  | (337  
|                                       |  |                    |       
|Net assets of discontinued operations: |  |                    |       
|Current assets                         |  | $                  | 115   
|Total assets                           |  |                    | 150   
|Current liabilities                    |  |                    | 115   
|Net assets of discontinued operations  |  |                    | 35    

10.    Operating Segments

Prior to the fourth quarter of 2003, the Company reported its revenue and income through three operating segments; Natrol, Annasa and Prolab. As discussed in
Note 9, Annasa was discontinued in the fourth quarter of 2003. Additionally, the Company consolidated its Prolab operating unit into the core Natrol operating unit as of October 1, 2003
and as of that date Prolab began operating as a brand within the core operating unit similar to the Company's other brands. As of October 1, 2003, the Company no longer considered Prolab a
separate operating segment. As a result, segment operating results are no longer being reported.

58

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11.    Selected Quarterly Financial Data (unaudited)

|                                    |                          | 2004 Quarters Ended
|----------------------------------- | ------------------------ | -------------------
|
|
|Net sales                           |                          | $                  
|Gross profit                        |                          |                    
|Net income                          |                          |                    
|Basic and diluted income per share: |                          |                    
|                                    | Basic income per share   |                    
|                                    | Diluted income per share |                    

|                                               |                                   | 2003 Quarters Ended |       
|---------------------------------------------- | --------------------------------- | ------------------- | ------
|
|
|Net sales                                      |                                   | $                   | 18,995
|Gross profit                                   |                                   |                     | 8,129 
|Income (loss) from continuing operations       |                                   |                     | 228   
|Loss from discontinued operations              |                                   |                     | (352  
|Net loss                                       |                                   |                     | (124  
|Basic and diluted net Income (loss) per share: |                                   |                     |       
|                                               | Income from continuing operations |                     | $     
|                                               | Loss from discontinued operations |                     |       
|                                               |                                   |                     |       
|                                               | Net loss                          |                     | $     
|                                               |                                   |                     |       

59

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Natrol, Inc. and Subsidiaries Schedule IIValuation and Qualifying Accounts Years Ended December 31, 2004, 2003 and 2002

|Description                      |                              | Balance at
Beginning
of Year |   | Charged to
Cost and
Expense |  | Deductions |       | Balance at
End of Year
|-------------------------------- | ---------------------------- | ---------------------------- | - | --------------------------- |  | ---------- | ----- | ----------------------
|Allowance for Doubtful Accounts: |                              |                              |   |                             |  |            |       |                       
|                                 | Year ended December 31, 2002 |                              | $ | 363                         |  | $          | 233   |                       
|                                 | Year ended December 31, 2003 |                              | $ | 409                         |  | $          | 397   |                       
|                                 | Year ended December 31, 2004 |                              | $ | 635                         |  | $          | (223  | )                     
|Allowance for Sales Returns:     |                              |                              |   |                             |  |            |       |                       
|                                 | Year ended December 31, 2002 |                              | $ | 1,020                       |  | $          | 6,700 |                       
|                                 | Year ended December 31, 2003 |                              | $ | 1,593                       |  | $          | 4,014 |                       
|                                 | Year ended December 31, 2004 |                              | $ | 1,235                       |  | $          | 3,172 |                       

---

60

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ITEM 9.    CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On December 22, 2004, the Audit Committee of the Board of Directors of Natrol informed Deloitte & Touche, LLP (Deloitte), the Company's independent
public accountants for the fiscal year ended December 31, 2003, of its decision to no longer engage Deloitte & Touche, LLP as the Company's independent public accountants. On
December 22, 2004, the Audit Committee of the Board of Directors of Natrol engaged Stonefield Josephson, Inc. to serve as the Company's independent public accountants for the fiscal year
ended December 31, 2004. On December 28, 2004, Natrol filed a Form 8-K announcing this change in independent public accountants.

Deloitte's
independent auditors' reports on the Company's consolidated financial statements for each of the fiscal years in the two-year period ended December 31, 2003
did not contain an adverse opinion, or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the two fiscal years ended
December 31, 2003 and the
subsequent interim period through December 22, 2004, there were no disagreements with Deloitte on any matter of accounting principle or practice, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Deloitte's satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their reports on the
Company's consolidated financial statements for such periods; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K during the two fiscal years ended
December 31, 2003 and the subsequent interim period through December 22, 2004.

During
the fiscal years ended December 31, 2002 and 2003 and through December 22, 2004, the Company did not consult Stonefield Josephson, Inc. with respect to the
application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements,
or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

PART III

Information required under Part III (Items 10, 11, 12, 13, and 14 other than the information required by Item 201(d) of Regulation S-K
for Item 12) is incorporated herein by reference to the Company's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the year
covered by this Form 10-K with respect to its Annual Meeting of Stockholders to be held in June 2004.

ITEM 12.    SECURITES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of December 31, 2004 regarding shares of common stock of the Company that may be used under our existing equity
compensation plans, including the Company's 1996 Stock Option and Grant Plan (the "1996 Plan") and the Company's 1998 Employee Stock Purchase Plan (the "ESPP").

61

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Equity Compensation Plan Information TableOverview

|                                                           |  | Equity Compensation Plan Information | 
|---------------------------------------------------------- |  | ------------------------------------ | 
|
|Equity compensation plans approved by security holders(1)  |  | 2,441,932                            | 
|Equity compensation Plans not approved by security holders |  |                                      | 
|Total                                                      |  | 2,441,932                            | 

---

62

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PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

|(a)(1) |  | Consolidated Financial Statements                                                                                                                                                                                                        |  |   
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|       |  | The financial statements included in this Annual Report on Form 10-K are provided under Item 8.                                                                                                                                          |  |   
|(a)(2) |  | Index to Consolidated Financial Statement Schedules:                                                                                                                                                                                     |  |   
|       |  | Schedule IIValuation and Qualifying Accounts                                                                                                                                                                                            |  | 60
|       |  | All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not material, and therefore have been omitted. |  |   
|(a)(3) |  | Index to Exhibits:                                                                                                                                                                                                                       |  |   

Articles
of Incorporation and By-Laws:

|3.1                                                                        |  | The Third Amended and Restated Certificate of Incorporation of the Company incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K, as amended, filed on March 31, 1999.                    
|-------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2                                                                        |  | The Amended and Restated By-Laws of the Company (incorporated herein by reference to Exhibit 3.6 to the Company's Amendment No. 2 to Registration Statement on Form S-1, as amended, File No. 333-52109).                       
|Instruments Defining the Rights of Security Holders, Including Indentures:
|4.1                                                                        |  | Specimen Stock Certificate for shares of Common Stock, $.01 par value, of the Company (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1, as amended, File No. 333-52109).    
|Material Contracts                                                        
|10.1                                                                       |  | Natrol, Inc. Amended and Restated 1996 Stock Option Plan (incorporated herein by reference to Appendix A filed on May 2, 2000 Proxy Statement);                                                                                 
|10.2                                                                       |  | Natrol, Inc. Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1, as amended, File No. 333-52109);                                               
|10.3                                                                       |  | Form of Indemnification Agreement between Natrol, Inc. and each of its directors (incorporated herein by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1, as amended, File No. 333-52109);        
|10.4                                                                       |  | Form of Incentive Stock Option Agreement of the Natrol, Inc. Stock Option and Grant Plan (incorporated herein by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1, as amended, File No. 333-52109);
|10.5                                                                       |  | Amended and Restated Credit Agreement with Wells Fargo Bank, N. A (incorporated herein by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1, as amended, File No. 333-52109);                       
|10.6                                                                       |  | Credit Agreement with Wells Fargo Bank, N.A., dated as of March 1, 2001; (incorporated herein by reference to Exhibit 10.6 to the Company's Form 10-K) filed on March 30, 2001.                                                 
|                                                                           |  |                                                                                                                                                                                                                                 

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|10.7  |  | Revolving Line of Credit Agreement with Wells Fargo Bank, N.A., dated as of March 1, 2001, (incorporated herein by reference to Exhibit 10.7 to the Company's Form 10-K filed March 30, 2001;                                                          
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.8  |  | Supply Agreement, dated as of February 8, 1998, by and between the Company and Basic Vegetable Products, L.P. (incorporated herein by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1, as amended, File No. 333-52109)
;
|10.9  |  | Assignment and Amendment to Supply and Royalty Supply Agreement, dated as of November 7, 2000 by and between the Company and ConAgra Foods, Inc., (incorporated by reference to Exhibit 10.9 to the Company's Form 10-K filed on March 30,
2001;       
|10.10 |  | Bonus Compensation Plan (incorporated by reference to Exhibit 10.10 to the Company's Form 10-K filed on April 14, 2004). Code of Ethics (incorporates herein by reference to Exhibit 99.1 to the Company's Form 8-K filed on June 9,
2004).            
|21.1  |  | Subsidiaries of Natrol, Inc.                                                                                                                                                                                                                           
|23.1  |  | Consent of Experts and Counsel: Consent of Stonefield Josephson, Inc. is filed herewith as Exhibit 23.1.                                                                                                                                               
|23.2  |  | Consent of Experts and Counsel: Consent of Deloitte & Touche, LLP is filed herewith as Exhibit 23.2                                                                                                                                                    
|31.1  |  | Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes Oxley Act of 2002                                                                                                                                                     
|31.2  |  | Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes Oxley Act of 2002                                                                                                                                                     
|32.1  |  | Certification of Chief Executive Officer pursuant to section 901 of the Sarbanes Oxley Act of 2002                                                                                                                                                     
|32.2  |  | Certification of Chief Financial Officer pursuant to section 901 of the Sarbanes Oxley Act of 2002                                                                                                                                                     





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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) 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, this 15th day of March, 2005.

| |  | NATROL, INC.
| |  | ------------
| |  | By:         

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities
indicated and on the dates indicated.

|Signatures Signed |  | Title                                                                                                                         |  | Date          
|----------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Elliott Balbert   |  | Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer)                          |  | March 15, 2005
|Dennis Jolicoeur  |  | Chief Financial Officer, Executive Vice President and Director (Principal Financial Officer and Principal Accounting Officer) |  | March 15, 2005
|Vernon Brunner    |  | Director                                                                                                                      |  | March 15, 2005
|Gordon Brunner    |  | Director                                                                                                                      |  | March 15, 2005
|Dennis De Concini |  | Director                                                                                                                      |  | March 15, 2005
|Ronald Consiglio  |  | Director                                                                                                                      |  | March 15, 2005

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