================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q

                                QUARTERLY REPORT
                         pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

                                    000-19644
                            (Commission file number)

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

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

               California                                  33-0300193
        (State of incorporation)               (IRS Employer Identification No.)

            1229 Third Avenue
      Chula Vista, California 91911                      (619) 427-3077
(Address of principal executive offices)        (Registrant's telephone number)

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


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

     Indicate by check mark whether Alpha Nutraceuticals, Inc. (ANUI) (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 ANUI was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                |_|  Yes       |X|  No

     Indicate by check mark whether Alpha Nutraceuticals, Inc. (ANUI) (1) has
filed all documents and reports required to be filed by Section 12, 13 or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
               |X|  Yes       |_|   No

     Indicate by check mark whether ANUI is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act)
                |_|  Yes       |X|  No


     As of May 14, 2004, ANUI had 4,113,049 shares of its common stock issued
and outstanding.


================================================================================

<PAGE>

================================================================================

                                TABLE OF CONTENTS


                                                                          Page
                                                                        --------
SPECIAL NOTE: FORWARD-LOOKING STATEMENTS                                      1

PART I   FINANCIAL INFORMATION

Item 1. Financial Statements                                                  2

               Consolidated Balance Sheets                                    2
               Consolidated Statements of Operations                          4
               Consolidated Statements of Stockholders' Equity                5
               Consolidated Statements of Cash Flows                          6
               Notes to Consolidated Financial Statements                     7

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk           14

Item 4. Controls and Procedures                                              14

PART II  OTHER INFORMATION                                                   14

Item 1. Legal Proceedings                                                    14

Item 2. Changes in Securities and Use of Proceeds                            14

Item 3. Defaults Upon Senior Securities                                      14

Item 4. Submission of Matters to a Vote of Security Holders                  14

Item 5. Other Information                                                    14

Item 6.    Exhibits and Reports on Form 8-K                                  14

       SIGNATURES                                                            15

<PAGE>

                    SPECIAL NOTE--FORWARD-LOOKING STATEMENTS

Certain statements in this report, including information incorporated by
reference, are "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934,
and the Private Securities Litigation Reform Act of 1995. Forward-looking
statements reflect current views about future events and financial performance
based on certain assumptions. They include opinions, forecasts, projections,
guidance, expectations, beliefs or other statements that are not statements of
historical fact. Words such as "may," "will," "should," "could," "would,"
"expects," "plans," "believes," "anticipates," "intends," "estimates,"
"approximates," "predicts," or "projects," or the negative or other variation of
such words, and similar expressions may identify a statement as a
forward-looking statement. Forward-looking statements in this report may include
statements about:

     o    future financial and operating results, including projections of
          revenues, income, earnings per share, profit margins, expenditures,
          liquidity and other financial items;

     o    inventories and facilities;

     o    sources and availability of raw materials;

     o    personnel;

     o    overall industry and market performance;

     o    competition;

     o    current and future economic and political conditions;

     o    product development;

     o    growth and acquisition strategies;

     o    the outcome of regulatory and litigation matters;

     o    customers;

     o    management's goals and plans for future operations; and

     o    other assumptions described in this report underlying or relating to
          any forward-looking statements.

The forward-looking statements in this report speak only as of the date of this
report. Forward-looking statements are subject to certain events, risks, and
uncertainties that may be outside of our control. When considering
forward-looking statements, you should carefully review the risks, uncertainties
and other cautionary statements in this report as they identify certain
important factors that could cause actual results to differ materially from
those expressed in or implied by the forward-looking statements. These factors
include, among others, the risks described under Item 7 and elsewhere in this
report, as well as in other reports and documents we file with the SEC.

<PAGE>

                                                 PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           ALPHA NUTRACEUTICALS, INC.
                        (Formerly Sierra-Rockies, Corp.)
                          Consolidated Balance Sheets
--------------------------------------------------------------------------------



                                     ASSETS
                                     ------
                                                 As of               As of
                                               March 31,          December 31,
                                                 2004                2003
                                            ---------------     ----------------



     CURRENT ASSETS
        Cash                               $        96,638     $        111,864
        Accounts receivable                        177,505                    -
        Accounts receivable                         87,202                    -
        Inventory                                  233,573                    -
        Prepaid expenses                             5,084                    -
        Employee advances                              285                    -
                                            ---------------     ----------------

          Total Current Assets                     600,287              111,864

     NET PROPERTY & EQUIPMENT                       20,957                    -

     OTHER ASSETS
         Note receivable                            50,280                    -
                                            ---------------     ----------------

          Total Other Assets                        50,280                    -
                                            ---------------     ----------------

                       TOTAL ASSETS        $       671,524     $        111,864
                                            ===============     ================

                        See Notes to Financial Statments

                                       2
<PAGE>

                           ALPHA NUTRACEUTICALS, INC.
                        (Formerly Sierra-Rockies, Corp.)
                          Consolidated Balance Sheets
--------------------------------------------------------------------------------



                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

                                                      As of            As of
                                                    March 31,      December 31,
                                                      2004             2003
                                                  -------------    -------------



CURRENT LIABILITIES
   Accounts payable                              $     450,009    $      93,674
   Sales tax payable                                     9,298                -
   Income taxes payable                                 31,233                -
   Credit line payable                                  49,505                -
   Insurance payable                                       360                -
                                                  -------------    -------------

     Total Current Liabilities                         540,405           93,674

LONG-TERM LIABILITIES
   Stockholders' loans                                 111,197                -
   Note payable - (a related party)                     24,000                -
                                                  -------------    -------------
     Total Long-Term Liabilities                       135,197                -

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

TOTAL LIABILITIES                                      675,602           93,674

STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock ($0.001 par value, 50,0000,000
    shares authorized
       4,113,000 and 1,037,049 shares issued and
        outstanding
       as of March 31, 2004 and December 31,
        2003)                                            4,113            1,037
   Paid-in Capital                                   5,666,076        5,600,249
   Retained earnings (deficit)                      (5,674,267)      (5,583,096)
                                                  -------------    -------------
     Total Stockholders' Equity (Deficit)               (4,078)          18,190


TOTAL LIABILITIES

                                                  -------------    -------------
   & STOCKHOLDERS' EQUITY (DEFICIT)              $     671,524    $     111,864
                                                  =============    =============

                        See Notes to Financial Statments

                                       3
<PAGE>


                      ALPHA NUTRACEUTICALS, INC.
                   (Formerly Sierra-Rockies, Corp.)
                Consolidated Statements of Operations
----------------------------------------------------------------------



                                           Three Months   Three Months
                                              Ended          Ended
                                            March 31,      March 31,
                                              2004           2003
                                           ------------   ------------

REVENUES
   Sales - supplements                    $    679,246   $          -
   Returns and allowances                            -              -
                                           ------------   ------------
Total Revenues                                 679,246              -

COST OF REVENUES                              (393,963)             -
                                           ------------   ------------

GROSS PROFIT                                   285,283              -

OPERATING COSTS
   Depreciation expense                          2,051              -
   Administrative expenses                     374,403              -
                                           ------------   ------------
Total Operating Costs                          376,454              -

                                           ------------   ------------
OPERATING INCOME (LOSS)                        (91,171)             -

                                           ------------   ------------
INCOME (LOSS) BEFORE INCOME TAXES         $    (91,171)  $          -

INCOME TAX (PROVISION) BENEFIT                       -              -
                                           ------------   ------------

NET INCOME (LOSS)                         $    (91,171)  $          -
                                           ============   ============

BASIC EARNINGS (LOSS) PER SHARE           $      (0.02)  $       0.00
                                           ============   ============

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                   4,020,605        173,828
                                           ============   ============

                        See Notes to Financial Statments

                                       4
<PAGE>

<TABLE>
<CAPTION>

                                    ALPHA NUTRACEUTICALS, INC.
                                 (Formerly Sierra-Rockies, Corp.)
                          Consolidated Statement of Stockholders' Equity
                             For the Three Months Ended March 31, 2004

---------------------------------------------------------------------------------------------------
                                                              Additional
                                          Common    Common     Paid-in     Retained       Total
                                          Shares     Stock     Capital     Earnings

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

<S>                    <C> <C>            <C>      <C>        <C>         <C>          <C>
    Balance, December  31, 2001           173,828  $     174  $        -  $(5,482,513) $(5,482,339)

    Net income for the year ended
     December 31, 2002                                                              -            -
---------------------------------------------------------------------------------------------------
    Balance,  December 31, 2002           173,828        174           -   (5,482,513)  (5,482,339)
===================================================================================================

   November 6, 2003 cancellation of
    stock subscription                    (56,780)       (57)         57                         -

   Stock issued for cash on November 6,
    2003 @ $9.56 per share                570,001        570   5,450,492                 5,451,062

   Stock issued for cash on November 6,
    2003 @ $0.50 per share                300,000        300     149,700                   150,000

   Stock issued on November 6, 2003        50,000         50           -                        50

    Net loss for the year ended December
     31, 2003                                                                (100,583)    (100,583)
---------------------------------------------------------------------------------------------------
    Balance,  December 31, 2003         1,037,049      1,037   5,600,249   (5,583,096)      18,190
===================================================================================================

   Recapitalization (note 1)            3,000,000      3,000      27,903                    30,903

   Stock issued for services rendered on
   March 11, 2004 @ $0.50 per share        76,000         76      37,924                    38,000

    Net loss for the period ended
    March 31, 2004                                                            (91,171)     (91,171)
---------------------------------------------------------------------------------------------------
    Balance,  March 31, 2004            4,113,049  $   4,113  $5,666,076  $(5,674,267) $    (4,078)
===================================================================================================
</TABLE>

                        See Notes to Financial Statments

                                       5
<PAGE>

                           ALPHA NUTRACEUTICALS, INC.
                        (Formerly Sierra-Rockies, Corp.)
                     Consolidated Statements of Cash Flows
--------------------------------------------------------------------------------

                                                     Three Months   Three Months
                                                         Ended          Ended
                                                       March 31,      March 31,
                                                         2004           2003
                                                     -------------  ------------

  CASH FLOWS FROM OPERATING ACTIVITIES
  ------------------------------------

        Net income (loss)                           $     (91,171) $          -
        Depreciation expense                                2,051             -
       (Increase) decrease in accounts receivable        (264,707)            -
       (Increase) decrease in inventory                  (233,573)            -
       (Increase) decrease in prepaid expenses             (5,084)            -
       (Increase) decrease employee advances                 (285)
        Increase (decrease) in accounts payable           356,335             -
        Increase (decrease) in sales tax payable            9,298             -
        Increase (decrease) in income taxes
         payable                                           31,233             -
        Increase (decrease) in line of credit              49,505             -
        Increase (decrease) in insurance payable              360             -
        Common stock issued for services                   38,000
                                                     -------------  ------------
       Net Cash Provided by (Used in) Operating
        Activities                                       (108,038)            -

  CASH FLOWS FROM INVESTING ACTIVITIES
  ------------------------------------

        Net sale (purchase) of fixed assets               (23,008)            -
                                                     -------------  ------------
       Net Cash Provided by (Used in) Investing
        Activities                                        (23,008)            -

  CASH FLOWS FROM FINANCING ACTIVITIES
  ------------------------------------

       Change in note receivable                          (50,280)            -
       Change in stockholder loan payable                 111,197             -
       Change in notes payable                             24,000             -
       Change in comon stock                                3,000
       Change in additional paid-in capital                27,903
                                                     -------------  ------------
       Net Cash Provided by (Used in) Financing
        Activities                                        115,820             -

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

      Net Increase (Decrease) in Cash                     (15,226)            -

      Cash at Beginning of Period                         111,864            66
                                                     -------------  ------------

      Cash at End of Period                         $      96,638  $         66
                                                     =============  ============

      Supplemental  Cash Flow Disclosures:

      Cash paid during period for interest          $           -  $          -
                                                     =============  ============
      Cash paid during period for taxes             $           -  $          -
                                                     =============  ============

                        See Notes to Financial Statments

                                       6
<PAGE>


                          NOTES TO FINANCIAL STATEMENTS


NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS

General
-------

Alpha  Nutraceuticals,  Inc. (formerly  Sierra-Rockies,  Corp.) was incorporated
under  the laws of the State of  California  on March 14,  1988.  The  Company's
offices are located at 1229-C Third Ave. in Chula Vista,  California  (San Diego
County). Alpha Nutraceuticals,  Inc. through its subsidiary,  Let's Talk Health,
Inc.,  also a California  Corporation  (LTH),  sells  vitamins  and  nutritional
supplements as well as other health related  products.  The Company entered into
this business on January 1, 2004 as part of a Plan of Reorganization approval by
the United States Bankruptcy Court for the Southern District of California.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.   Accounting Method
     -----------------

The Company's  policy is to use the accrual  method of accounting to prepare and
present financial  statements,  which conform to generally  accepted  accounting
principles (GAAP). The Company has elected a December 31, year-end.

b.   Basis of Consolidation
     ----------------------

The  consolidated  financial  statements of Alpha  Nutraceuticals,  Inc. include
those accounts of Let's Talk Health, Inc. Alpha  Nutraceutical,  Inc. owns title
to all of the assets and liabilities of the  consolidated  financial  statement.
All significant intercompany transactions have been eliminated.

c.   Cash Equivalents
     ----------------

The Company  considers  all highly  liquid  investments  with  maturity of three
months or less when purchased to be cash equivalents.

d.   Accounts Receivable
     -------------------

The Company considers accounts receivable to be fully collectible;  accordingly,
no  allowances   for  doubtful   accounts  are  required.   If  amounts   become
uncollectable,  they will be charged to operations  when that  determination  is
made.

e.   Inventory
     ---------

Inventory  is stated  at the  lower of cost  (first-in,  first-out)  or  market.
Inventory costs include any material,  labor and manufacturing overhead incurred
by the Company in the production of inventory.

f.   Property and Equipment
     ----------------------

Property,  equipment  and  leasehold  improvements  are  stated  at  costs  less
accumulated  depreciation or amortization.  Maintenance and repairs,  as well as
renewals for minor amounts are charged to expenses.  Renewals and betterments of
substantial  amount are  capitalized,  and any  replaced or  disposed  units are
written off.

g.   Estimates
     ---------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that

<PAGE>

affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

h.   Revenue Recognition and Deferred Revenue
     ----------------------------------------

Let's Talk Health, Inc. revenue consists of the sale of nutritional  supplements
via internet and telephone orders. Revenue is recognized when a sale is made.

i.   Related Party Transactions
     --------------------------

The  majority of the  Company's  accounts  receivable  are from  Hospital  Santa
Monica,  a related and controlled US corporation.  The Company's note receivable
is also from Hospital Santa Monica.

Long-term  note  payable  represents  a note to a related  party.  This note was
established  on September  2002 with a related  party.  As of March 31, 2004 the
note was classified as a non-interest bearing note.

The note  payable to  shareholders  consists of unsecured  advances  made to the
Company for working capital purposes.  The advances were made under a promissory
note agreement that allows the Company to borrow from certain  shareholders.  As
of March 31, 2004 the note was classified as a non-interest bearing note.

The  Company  paid a salary to a  shareholder  of the  Company  in the amount of
$5,000.

The Company rents office space from a shareholder under a month-to-month  verbal
agreement. Rent expense for the first quarter of 2004 was $12,512.

j.   Basic Earnings per Share
     ------------------------

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective July 20, 1998 (inception).

Basic net loss per share  amounts is computed by dividing  the net income by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings  per share due to the lack of dilutive  items in
the Company.

k.   Line of Credit
     --------------

The Company has a $50,000  line of credit.  The line of credit is an  adjustable
rate loan. The loan is open revolving line of credit.  There are no restrictions
on the use of this line of credit. There is an outstanding balance of $49,505 as
of March 31, 2004.

l.   Income Taxes
     ------------

The Company  accounts  for income  taxes using the asset and  liability  method.
Under the asset and liability  method,  deferred income taxes are recognized for
the tax consequences of "temporary  differences" by applying  enacted  statutory
tax rates  applicable  to future  years to  differences  between  the  financial
statement carrying amounts and the tax bases of existing assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax assets will not be realized.

<PAGE>

NEW ACCOUNTING PRONOUNCEMENTS:

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
Rescission of FASB Statements No. 4, 44 and 64,  Amendment of FASB Statement No.
13, and  Technical  Corrections  ("SFAS  145").  Among  other  things,  SFAS 145
eliminates the  requirement  that gains and losses from the  extinguishments  of
debt be  classified  as  extraordinary  items.  SFAS 145 is effective for fiscal
years beginning after May 15, 2002, with early adoption permitted.  The adoption
of  SFAS  145 did not  have a  material  effect  on the  Company's  consolidated
financial statements.

In June 2002, the Financial  Accounting Standards Board issued SFAS No. 146. The
standard requires  companies to recognize costs associated with exit or disposal
activities  when they are incurred rather than at the date of a commitment to an
exit or disposal  plan.  The  adoption of SFAS 146 did not have an effect on the
Company's consolidated financial statements.

In October 2002, the Financial  Accounting  Standards Board issued SFAS No. 147,
"Acquisitions  of  Certain  Financial   Institutions  -  an  amendment  of  FASB
Statements  No. 72 and 144 and FASB  interpretation  No.  9".  SFAS 147  removes
acquisitions of financial  institutions  from the scope of both Statement 72 and
interpretation  9 and  requires  that those  transactions  be  accounted  for in
accordance  with FASB  Statements No. 141,  Business  Combinations,  and No. 142
Goodwill and Other  Intangible  Assets.  Thus, the requirement in paragraph 5 of
Statement 72 to recognize  (and  subsequently  amortize)  any excess of the fair
value of  liabilities  assumed over the fair value of tangible and  identifiable
intangible  assets  acquired  as an  unidentifiable  intangible  asset no longer
applies to acquisitions  within the scope of this Statement.  In addition,  this
Statement  amends FASB  Statement  No. 144,  Accounting  for the  Impairment  or
Disposal   of   Long-Lived   Assets,   to   include   in  its  scope   long-term
customer-relationship  intangible  assets  of  financial  institutions  such  as
depositor  and borrower  relationship  intangible  assets and credit  cardholder
intangible assets. Consequently, those intangible assets are subject to the same
undiscounted cash flow  recoverability  test and impairment loss recognition and
measurement  provisions that Statement 144 requires for other long-lived  assets
that are held and used.  SFAS 147 is effective  October 1, 2002. The adoption of
SFAS  147 did  not  have  an  effect  on the  Company's  consolidated  financial
statements.

In December 2002, the Financial  Accounting Standards Board issued SFAS No. 148,
"Accounting  for  Stock-Based  Compensation - Transition and  Disclosure"  (SFAS
148). SFAS 148 amends SFAS No. 123  "Accounting  for  Stock-Based  compensation"
(SFAS 123), to provide  alternative methods of transition for a voluntary change
to  the  fair  value  based  method  of  accounting  for  stock-based   employee
compensation.  In addition,  SFAS 148 amends the disclosure requirements of SFAS
123 to  require  prominent  disclosures  in both  annual and  interim  financial
statements about the method of accounting for stock-based employee  compensation
and the effect of the method used on reported results. SFAS 148 is effective for
fiscal  years  beginning  after  December  15,  2002.  The  interim   disclosure
provisions are effective for financial reports containing  financial  statements
for interim periods  beginning after December 15, 2002. The adoption of SFAS 148
did not have an effect on the Company's consolidated financial statements.

NOTE 3. INVENTORY

Inventory at March 31, 2004 is summarized as follows:


                                                        March 31,
                                                          2004
                                              -----------------------------

    Vitamins & nutritional supplements         $            233,573
                                                 --------------------------

    Total inventory                            $            233,573
                                                 ==========================

<PAGE>

Inventory  is stated  at the  lower of cost  (first-in,  first-out)  or  market.
Inventory costs include any material,  labor and manufacturing overhead incurred
by the Company in the production of inventory.  Inventory is primarily  vitamins
and nutritional supplements purchased from outside manufacturers then shipped to
the retailer for sale.


NOTE 4. PROPERTY & EQUIPMENT

Property  and  equipment  is  stated  at  cost.  Additions,   renovations,   and
improvements are capitalized. Maintenance and repairs, which do not extend asset
lives,  are expensed as incurred.  Depreciation  is provided on a  straight-line
basis over the  estimated  useful lives  ranging from 27.5 years for  commercial
rental properties, 5 years for tenant improvements, and 5 - 7 years on furniture
and equipment.

                                                           March 31,
                                                             2004
                                                      --------------------

           Equipment                                      $        38,830
           Furniture                                                2,682
           Leasehold Improvements                                  10,662
                                                      --------------------
                                                          $       52,174
           Less Accumulated Depreciation                         (31,217)
                                                      --------------------
           Net Property and Equipment                     $        20,957
                                                      ====================

Depreciation expense for the three months ended March 31, 2004 was $2,051.


NOTE 5. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryfowards.  Deferred tax expense  (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

At March 31, 2004 the  Company  has  significant  operating  and capital  losses
carryfoward.  The tax benefits resulting for the purposes have been estimated as
follows:

                                                    March 31, 2004
                                               --------------------------

     Beg. Retained Earnings                        $        (5,583,096)
     Net Income (Loss) for the three months
     ended of 3/31/04                                          (91,171)
                                               --------------------------
     Ending Retained Earnings                      $        (5,674,267)

     Gross income tax benefit                      $         1,929,251
     Valuation allowance                                    (1,929,251)
                                               --------------------------
     Net income tax benefit                        $                -
                                               ==========================

The net operating loss expires twenty years from the date the loss was incurred.
In  accordance  with SFAS 109  paragraph 18 the Company has reduced its deferred
tax benefit  asset by a valuation  allowance  due to negative  evidence that has
caused the Company to feel it is more  likely than not that some  portion or all
of the  deferred  tax asset will not be  realized.  No portion of the  valuation
allowance will be allocated to reduce  goodwill or other  noncurrent  intangible
asset of an acquired entity. There are no temporary  differences or carryforward
tax effects that would significantly effect the Companies deferred tax asset.

<PAGE>

Utilization of the net operating losses and credit  carryforwards may be subject
to a substantial  annual limitation due to the "change in ownership"  provisions
of the Internal  Revenue Code of 1986.  The annual  limitation may result in the
expiration of net operating losses and credits before  utilization.  None of the
valuation  allowance  recognized  was  allocated  to  reduce  goodwill  or other
noncurrent  intangible  assets of an acquired  entity or directly to contributed
capital.


NOTE 6. LONG-TERM DEBT

                               Interest     Balance as of       Maturity
                                 Rate       March 31, 2004        Date
                              ----------   ----------------   -----------

   Loan payable - D Whitney        0           $ 24,000          8/2005

Outstanding  loan payable is to a related  party and is a  non-interest  bearing
note.


NOTE 7.  STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

On November 6, 2003 the Company issued 570,001 shares of common stock for relief
of debt valued at $9.56 per share.

On November 6, 2003 the Company  issued  300,000 shares of common stock for cash
valued at $0.50 per share.

On November 6, 2003 the Company  issued  50,000  shares of common stock for cash
valued at $0.001 per share.

On  January  1,  2004  the  Company  issued   3,000,000  share  of  stock  in  a
recapitalization of the Company.

On March 11, 2004 the Company  issued 76,000 shares of common stock for services
valued at $0.50 a share.

As of March 31, 2004 the Company had 4,113,049 shares of common stock issued and
outstanding.


NOTE 8.  STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of March 31, 2004.

(A)  Common stock, $ 0.001 par value;  50,000,000 shares  authorized;  4,113,000
     shares issued and outstanding as of March 31, 2004.

<PAGE>

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

The following discussion and analysis is intended to help you understand our
financial condition and results of operations for the three months ended March
31, 2004. You should read the following discussion and analysis together with
our unaudited financial statements and the notes to the financial statements
included under Item 1 in this report, as well as the information included in our
Annual Report on Form 10-K for the year ended December 31, 2003 and our Reports
of Form 8-K and 8-K-A submitted during the first quarter of 2004. Our future
financial condition and results of operations will vary from our historical
financial condition and results of operations as described below.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires that we make estimates and
assumptions that affect the amounts reported in our financial statements and
their accompanying notes. We have identified certain policies that we believe
are important to the portrayal of our financial condition and results of
operations. These policies require the application of significant judgment by
our management. We base our estimates on our historical experience, industry
standards, and various other assumptions that we believe are reasonable under
the circumstances. Actual results could differ from these estimates under
different assumptions or conditions. An adverse effect on our financial
condition, changes in financial condition, and results of operations could occur
if circumstances change that alter the various assumptions or conditions used in
such estimates or assumptions. Further information on these assumptions and on
our accounting policies will be found in the notes to our financial statements
contained in this Form 10-Q and in our most recent 8-K-A. There have been no
significant changes to these policies during the three months ended March 31,
2004.

Recent Developments

On May 14, 2004 we acquired a manufacturing facility which we expect to use both
to manufacture some of the products which we sell on a retail basis as well as
to manufacture "private label" products for other retailers. Additionally, we
continue to evaluate expansion opportunities that could increase product lines
and/or customers or increase our manufacturing capabilities.

Results of Operations--Three Months Ended March 31, 2004 vs. Three Months Ended
March 31, 2003

Sales

                                   Three Months Ended March 31,
                ----------------------------------------------------------------
                             2004                                2003
                -------------------------------  -------------------------------

Total Sales    $                        679,246 $                              0
                ===============================  ===============================

From 1997 through 2003 the company was inactive; it had no operations and thus
no revenues. On January 1, 2004 we acquired Let's Talk Health, Inc., a mail
order retailer of nutritional supplements and related health care products. As a
result of this acquisition our sales went from zero to $679,246 in the first
three months of this year. All of these sales were retail sales. Looking forward
we anticipate moderate growth in retail sales coupled with some new wholesale
sales based on private label contract manufacturing at our newly acquired
manufacturing facility.

Cost of Revenues

Cost of Revenues including costs of goods sold and selling expenses were
$393,963 (58% of sales) in the three months ended March 31, 2004. Looking
forward we anticipate a reduction in costs of goods sold as a result of our
recent acquisition of a manufacturing facility.

<PAGE>

General and Administrative Expenses

General and administrative expenses were $376,454 (55.4% of sales) in the three
months ended March 31, 2004, however, approximately $72,000 included in these
expenses were non-recurring costs associated with the company's voluntary
bankruptcy filed under Chapter 11 in 2003. Looking forward we anticipate general
and administrative expenses to increase modestly due to our expansion into the
manufacturing sector, however we also expect that these increased costs will be
offset by new, private label manufacturing sales.

Net Loss from Operations

                                   Three Months Ended March 31,
                ----------------------------------------------------------------
                             2004                                2003
                -------------------------------  -------------------------------

Total Sales    $                         91,171 $                              0
                ===============================  ===============================


The company's loss of $91,171 was largely due to non-recurring costs associated
with its voluntary bankruptcy filed under Chapter 11 in 2003. The company's plan
of reorganization was approved by the U.S. Bankruptcy Court, Southern District
of California, in November, 2003, but certain costs associated with that
bankruptcy were only approved and ordered paid by the Court on March 5, 2004.
These costs accounted for approximately $72,000 or approximately 79% of the
total loss. Looking forward we anticipate a reduction in costs of goods sold as
a result of our recent acquisition of a manufacturing facility. This, combined
with growth of sales, is expected to result in profitable operations in the
future.

Liquidity and Capital Resources

Our working capital decreased in the three months ended March 31, 2004 to
$96,638 versus $111,865 at December 31, 2003. Cash and cash equivalents
decreased by $15,227 primarily as a result of costs associated with the
company's voluntary petition for bankruptcy filed On January 2, 2003.

Capital expenditures for the three months ended March 31, 2004 were $23,008.
These expenditures were primarily for the continuing investment in our equipment
used in printing and mailing our catalogues and newsletters which are the
primary means of generating sales of our products.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet debt nor do we have any transactions,
arrangements or relationships with any special purposes entities.

Contractual Obligations

The company has no known contractual obligations or commercial commitments
extending out more than 30 days.

Recent Accounting Pronouncements

Recent accounting pronouncements are discussed in the Notes to Financial
Statements contained in our Annual Report for 2003. As of March 31, 2004, we are
not aware of any additional pronouncements that materially effect our financial
position or results of operations.

<PAGE>

Risks

You should carefully consider the risks described under Item 7 of our 2003
Annual Report, as well as the other information in our 2003 Annual Report, in
this report, and in the Form 8-K and Form 8-K-A filed during the first quarter
of 2004 when evaluating our business and future prospects. If any of the
identified risks actually occur, our business, financial condition and results
of operations could be seriously harmed. In that event, the market price of our
common stock could decline and you could lose all or a portion of the value of
your investment in our common stock.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are not currently exposed to any significant market risk of potential loss
arising from adverse changes in market rates and prices, such as foreign
currency exchange and interest rates. We do expect that in the near future we
will begin selling supplements overseas, particularly in Europe. If European
sales develop as expected, we would be subject to risks associated with foreign
exchange rates, and we may explore the possibilities for entering into financial
instruments to try to manage and reduce the impact of changes in foreign
currency exchange rates. We do not expect to enter into derivatives or other
financial instruments for trading or speculative purposes.

ITEM 4.  CONTROLS AND PROCEDURES

We maintain certain disclosure controls and procedures. They are designed to
help ensure that material information is: (1) gathered and communicated to our
management, including our principal executive and financial officers, on a
timely basis; and (2) recorded, processed, summarized, reported and filed with
the SEC as required under the Securities Exchange Act of 1934.

Our management, with the participation of our Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures as of March 31, 2004. Based on their evaluation, they concluded that
our disclosure controls and procedures were effective for their intended purpose
described above. There were no changes to our internal controls during the
quarterly period ended March 31, 2004 that have materially affected, or that are
reasonably likely to materially affect, our internal controls.

                           PART II--OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following exhibit index shows those exhibits filed with this report and
     those incorporated by reference.

<PAGE>


                                  EXHIBIT INDEX

 Exhibit             Description                 Incorporated By Reference To
 Number

2.1       Plan of Reorganization, dated as     Exhibit 2.1 of ANUI's Report on
           of November 6, 2003.                 Form 8-K filed with the
                                                commission on January 16, 2004.

2.2       Asset Purchase Agreement by and      Exhibit 2.2 of ANUI's Report on
           between the registrant and the       Form 8-K filed with the
           shareholders of Let's Talk           commission on January 16, 2004.
           Health, Inc., a California
           corporation.

3(i)      Restated Certificate of              Exhibit 2.3 of ANUI's Report on
           Incorporation of Alpha               Form 8-K filed with the
           Nutraceuticals, Inc., filed with     commission on January 16, 2004.
           the California Secretary of State
           on January 8, 2004

3(ii)     By-laws of Alpha Nutraceuticals,     Exhibit 3(ii) of ANUI's Amendment
           Inc                                  No. 2 to the Registration
                                                Statement on Form 10 filed with
                                                the commission on April 6, 1992.

31.1      Rule 13a-14(a)/15d-14(a)             Filed herewith
           Certification of Chief Executive
           Officer

31.2      Rule 13a-14(a)/15d-14(a)             Filed herewith
           Certification of Chief Financial
           Officer

32        Section 1350 Certification           Filed herewith


(b) Reports on Form 8-K

On January 16, 2004, we filed a Report on Form 8-K with the SEC announcing that
the company had completed the acquisition of Let's Talk Health, Inc., a
California corporation, as ordered by the U.S. Bankruptcy Court for the Southern
District of California as part of the our Chapter 11 bankruptcy reorganization.
On March 1, 2004 we filed an amendment to our Report of Form 8-K (Form 8-K/A)
providing audited financial statements for the years ended December 31, 2002 and
2003 for Let's Talk Health, Inc. This report and its amendment was the only
report on Form 8-K that we filed during the quarterly period ended March 31,
2004.


                                   SIGNATURES

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

Date: May 15, 2004
                                         ALPHA NUTRACEUTICALS, INC.

                                         By:  /s/  James Cartmill
                                         ---------------------------------------
                                         James Cartmill, Chief Financial Officer

Mr. Cartmill is the principal financial officer of Alpha Nutraceuticals, Inc.
and has been duly authorized to sign on its behalf.