<PAGE>   1
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         COMMISSION FILE NUMBER 0-27499

                            VITAMINSHOPPE.COM, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                               22-3659179
         (State of incorporation)           (I.R.S. Employer Identification No.)

               444 MADISON AVENUE, SUITE 802, NEW YORK, NY 10022
             (Address and zip code of principal executive offices)

                                 (212) 308-6730
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes        No   X  .
    -----     -----

<TABLE>
<S>                                                                              <C>
Number of shares of Common Stock outstanding as of November 19, 1999:             Class A common stock 7,277,574
                                                                                  Class B common stock 13,081,500
</TABLE>

<PAGE>   2


INDEX

PART I. FINANCIAL INFORMATION

ITEM 1:           Financial Statements

                  Statement of Stockholders' Equity

                  Notes to Financial Statements

ITEM 2:           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

ITEM 3:           Quantitative and Qualitative Disclosures About Market Risk

PART II. OTHER INFORMATION

ITEM 2:           Changes in Securities and Use of Proceeds

ITEM 6:           Exhibits and Reports on Form 8-K

Signatures


<PAGE>   3



ITEM 1.FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                  VITAMINSHOPPE.COM, INC.
                                                  CONDENSED BALANCE SHEETS
                                             (IN THOUSANDS, EXCEPT SHARE DATA)

                                                                                    December 31,                September 30,
                                                                                        1998                         1999
                                                                                  ------------------           -----------------
                                                                                                                 (unaudited)
<S>                                                                               <C>                          <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                         $        -                  $   14,470
    Accounts receivable                                                                       35                           -
    Prepaid expenses and other current assets                                                 94                       6,578
                                                                                      ----------                  ----------
        Total current assets                                                                 129                      21,048
    Property and equipment, net                                                              485                       2,022
                                                                                      ----------                  ----------
        Total assets                                                                  $      614                  $   23,070
                                                                                      ==========                  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Accounts payable and accrued liabilities                                          $      824                  $    8,180
    Note due to The Vitamin Shoppe                                                         3,583                       5,803
                                                                                      ----------                  ----------
        Total current liabilities                                                          4,407                      13,983
Stockholders' Equity (Deficit):
   Series A convertible preferred stock, $.01 par value; no
      shares outstanding at December 31, 1998; 2,000,000
      shares authorized, 1,775,260 shares issued and
      outstanding at September 30, 1999                                                        -                      23,558
   Class A common stock, $.01 par value; no shares issued or
      outstanding; 30,000,000 shares authorized                                                -                           -
   Class B common stock, $.01 par value; no shares
      outstanding at December 31, 1998; 15,000,000 shares
      authorized, 13,081,500 shares outstanding at September
      30, 1999                                                                                 -                         131
    Additional paid in capital                                                                 -                     (4,739)
    Deferred stock-based compensation                                                          -                     (3,255)
    Deficit                                                                              (3,793)                     (6,608)
                                                                                      ----------                  ----------
        Total stockholders' equity (deficit)                                             (3,793)                       9,087
                                                                                      ----------                  ----------
        Total liabilities and stockholders' equity (deficit)                          $      614                  $   23,070
                                                                                      ==========                  ==========

The accompanying notes are an integral part of these financial statements.
</TABLE>

                             1

<PAGE>   4


<TABLE>
<CAPTION>

                                             VITAMINSHOPPE.COM, INC.
                                             STATEMENTS OF OPERATIONS
                                   (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

                                                                     Three Months Ended                  Nine Months Ended
                                                                       September 30,                       September 30,
                                                            ------------------------------------------------------------------------
                                                                  1998               1999             1998               1999
                                                            ------------------------------------------------------------------------
                                                                        (unaudited)                         (unaudited)
<S>                                                               <C>                <C>              <C>                 <C>
Net sales                                                         $      1,045       $      3,743      $      1,525       $    8,046
Cost of goods sold                                                         528              2,113               767            4,217
                                                                  ------------       ------------      ------------       ----------
Gross profit                                                               517              1,630               758            3,829
                                                                  ------------       ------------      ------------       ----------
Operating expenses:
  Marketing and sales expenses                                             905              5,966             1,297           10,333
  Technology development expenses                                           78                950               273            1,669
  General and administrative expenses                                      291              1,403               606            2,720
                                                                  ------------       ------------      ------------       ----------
    Total operating expenses                                             1,274              8,319             2,176           14,722
                                                                  ------------       ------------      ------------       ----------
Loss from operations                                                     (757)            (6,689)           (1,418)         (10,893)
Interest expense (income), net                                              33               (81)                60              140
                                                                  ------------       ------------      ------------       ----------
Net loss                                                          $      (790)       $    (6,608)      $    (1,478)       $ (11,033)
                                                                  ============       ============      ============       ==========
Basic and diluted net loss per share (1)                          $     (0.06)       $     (0.51)      $     (0.11)       $   (0.84)
                                                                  ============       ============      ============       ==========
Shares outstanding used to compute basic and diluted net
loss per share (1)                                                  13,081,500         13,081,500        13,081,500       13,081,500
                                                                  ============       ============      ============       ==========
</TABLE>

(1) The number of shares used to compute the loss per share amounts includes
13,081,500 shares of Class B common stock issued in connection with the
Company's initial capitalization in June 1999, as if all shares were
outstanding for the entire periods presented.

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

                                       2

<PAGE>   5


<TABLE>
<CAPTION>

                                              VITAMINSHOPPE.COM, INC.
                                             STATEMENTS OF CASH FLOWS
                                                  (IN THOUSANDS)
                                                                                         Nine Months Ended
                                                                                           September 30,
                                                                                -----------------------------------
                                                                                     1998              1999
                                                                                ---------------  ------------------
                                                                                 (unaudited)        (unaudited)
<S>                                                                            <C>               <C>
Cash flows from operating activities:
    Net loss                                                                        $   (1,478)        $    (11,033)
      Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation and amortization                                                         10                  136
      Amortization of deferred stock-based compensation                                      -                  354
    Changes in operating assets and liabilities:
      Accounts receivable                                                                    -                   35
      Prepaid expenses and other current assets                                              -               (6,484)
      Accounts payable and accrued liabilities                                               -                7,356
                                                                                   -----------          -----------
    Net cash used in operating activities                                               (1,468)              (9,636)
                                                                                   -----------          -----------
Cash flows from investing activities:
    Capital expenditures                                                                  (104)              (1,673)
                                                                                   -----------          -----------
    Net cash used in investing activities                                                 (104)              (1,673)
                                                                                   -----------          -----------
Cash flows from financing activities:
    Increase in note due to The Vitamin Shoppe                                           1,572                2,220
    Issuance of common stock                                                                 -                    1
    Issuance of Series A convertible preferred stock                                         -               23,558
                                                                                   -----------          -----------
    Net cash provided by financing activities                                            1,572               25,779
                                                                                   -----------          -----------
Net increase in cash and cash equivalents                                                    -               14,470
Cash and cash equivalents - beginning of period                                              -                    -
                                                                                   -----------          -----------
Cash and cash equivalents - end of period                                          $         -          $    14,470
                                                                                   ===========          ===========
Supplemental disclosures of cash flow information:
  Cash paid during the period for:
  Interest                                                                         $         -          $         -
                                                                                   ===========          ===========
  Income taxes                                                                     $         -          $         -
                                                                                   ===========          ===========
</TABLE>

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

                                       3

<PAGE>   6

                            VITAMINSHOPPE.COM, INC.
                  STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                        Series A             Class A                Class B
                                  convertible preferred
                                         stock             Common stock            Common stock
                                  ----------------------  -----------------    ---------------------
                                   Shares        Amount    Shares   Amount      Shares       Amount
                                  --------      --------  -------- --------    --------     --------
<S>                              <C>           <C>        <C>      <C>        <C>           <C>
Balance, December 31, 1998               -      $      -         -   $   -               -     $  -
   Net loss through June 30, 1999        -             -         -       -               -        -
   Capitalization of the Company
     by The Vitamin Shoppe on
     June 30, 1999                       -             -         -       -      13,081,500      131
   Net loss for the period from
     July 1, 1999 through
     September 30, 1999                  -             -         -       -               -        -
   Sale of Series A convertible
     preferred stock             1,775,260        23,558         -       -               -        -
   Deferred stock-based
     compensation                        -             -         -       -               -        -
   Amortization of deferred
     stock-based compensation            -             -         -       -               -        -
                                 ---------      --------   -------   -----     -----------     ----

Balance, September 30, 1999      1,775,260      $ 23,558        -    $   -      13,081,500     $131
                                 =========      ========   =======   =====     ===========     ====
</TABLE>


<TABLE>
<CAPTION>
                                 Additional   Deferred

                                   Paid in    stock-based   Accumulated

                                   Capital    compensation    Deficit     Total
                                  ---------  --------------  ---------   -------
<S>                              <C>         <C>            <C>          <C>
Balance, December 31, 1998          $      -     $      -     $(3,793)   $(3,793)
   Net loss through June 30, 1999          -            -      (4,425)    (4,425)
   Capitalization of the Company
     by The Vitamin Shoppe on
     June 30, 1999                   (8,348)            -        8,218          1
   Net loss for the period from
     July 1, 1999 through
     September 30, 1999                    -            -      (6,608)    (6,608)
   Sale of Series A convertible
     preferred stock                       -            -            -     23,558
   Deferred stock-based
     compensation                      3,609      (3,609)            -          -
   Amortization of deferred
     stock-based compensation              -          354            -        354

                                    --------     --------     --------      -----
Balance, September 30, 1999         $(4,739)     $(3,255)     $(6,608)   $  9,087
                                    ========     ========     ========      =====
</TABLE>


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

                                       4

<PAGE>   7


NOTES TO UNAUDITED FINANCIAL STATEMENTS

1.       DESCRIPTION OF BUSINESS

VitaminShoppe.com, Inc. (the "Company" or "VitaminShoppe.com") is a leading
online source for products and content related to vitamins, nutritional
supplements and minerals. Until July 1999, the Company was wholly owned by
Vitamin Shoppe Industries Inc. ("The Vitamin Shoppe"). The Company commenced
operations effective October 1, 1997 as a division of The Vitamin Shoppe and
operated in the development stage until April 1998, when it began sales through
its website. The Company was incorporated in Delaware in May 1999 and
capitalized by The Vitamin Shoppe in June 1999. See Note 3.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Unaudited Interim Financial Statements

The accompanying condensed balance sheet as of December 31, 1998, which has
been derived from audited financial statements, and the accompanying unaudited
condensed financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
note disclosures normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to those rules and regulations. Although the Company believes
that the disclosures made are adequate to ensure that the information presented
is not misleading, it is suggested that these condensed financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Prospectus dated October 8, 1999 filed with the Securities and
Exchange Commission.

The preparation of condensed financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of any contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Management's estimates and assumptions are reflective of, among other
things, prevailing market conditions, expected market conditions based on
published economic forecasts, current operating strategies and the availability
of capital, which are all subject to change. Changes to the aforementioned or
other conditions could in turn cause changes to such estimates and assumptions,
and as a result actual results could differ from the original estimates.
Results of operations for the interim period are not necessarily indicative of
the results to be expected for the year.

In the opinion of the Company, the accompanying condensed financial statements
contain all adjustments, which were normal and recurring adjustments, necessary
to present fairly the Company's financial position as of September 30, 1999 and
December 31, 1998 and its results of operations for the three and nine month
periods ended September 30, 1999 and 1998, cash flows for the nine month periods
ended September 30, 1999 and 1998 and changes in shareholders' equity for the
nine month period ended September 30, 1999.

         Basis of Presentation

For all periods prior to July 1, 1999, the financial statements have been
prepared as if the Company operated as a stand-alone entity since inception.
Thus, the financial information related to those periods may not necessarily
reflect the financial position, results of operations or cash flows of the
Company in the future or what the balance sheets, results of operations or cash
flows of the Company would have been if it had actually been a separate,
stand-alone entity.

For the periods prior to July 1, 1999, the financial statements include
allocations of expenses incurred by The Vitamin Shoppe in support of the
Company. These allocations took into consideration personnel, business volume

                                       5

<PAGE>   8


and other appropriate factors and generally included costs related to
fulfillment, marketing, administration, general management and other services
provided to the Company by The Vitamin Shoppe. Such allocated charges were
$260,000 for the third quarter 1998 and $786,000 and $541,000 for the nine
months ended September 30, 1999 and 1998. Interest expense shown in the
financial statements reflects interest at a rate of 8.75 percent per annum on
the average amounts due to The Vitamin Shoppe. Allocations of expenses are
estimates based on The Vitamin Shoppe management's best assessment of actual
expenses incurred on behalf of the Company. It is management's opinion that the
expenses charged to the Company were reasonable. In addition to these
allocations, The Vitamin Shoppe supplied the Company with inventory on an
exclusive basis at a charge of 100 percent of cost.

Effective July 1, 1999 the Company and The Vitamin Shoppe entered into several
intercompany agreements, which replace the expense allocations covering
inventory supply, fulfillment, marketing and administrative that were in effect
prior to July 1, 1999 and which cover additional rights and obligations
regarding trademark licenses, co-marketing and databases. Under the
intercompany agreements for inventory supply and fulfillment, The Vitamin
Shoppe supplies inventory to the Company at a cost equal to 105 percent of The
Vitamin Shoppe's product cost and fulfills customer orders at a cost equal to
105 percent of The Vitamin Shoppe's actual average unit cost per package, plus
actual shipping costs not paid directly by the Company. Each of these was
provided at 100 percent of cost under the allocation approach used prior to
July 1, 1999.

The rights and obligations which were added when the intercompany agreements
became effective July 1, 1999 include trademark licenses and co-marketing. The
trademark license agreement provides the Company with the exclusive right to
use The Vitamin Shoppe's trademarks in connection with its marketing and sale
of products and services in online commerce. Under this agreement, the Company
will pay The Vitamin Shoppe an annual royalty fee equal to $1 million plus a
percentage (which ranges from 5 percent to 1 percent depending upon volume) of
the Company's net sales of The Vitamin Shoppe (R) brand products, and other
products identified by or branded with The Vitamin Shoppe's trademarks. Under
the co-marketing agreements, The Vitamin Shoppe and the Company provide certain
advertising and promotional references to each other in their respective
catalogue, retail store and, on a limited basis, web businesses for mutually
agreed upon fees.

For the third quarter 1999, charges for services provided to the Company by The
Vitamin Shoppe were in accordance with the intercompany agreements and totaled
$1.2 million. Included in accounts payable and accrued expenses on the
accompanying balance sheet at September 30, 1999 are amounts due to The Vitamin
Shoppe related to these intercompany agreements for merchandise purchases and
expenses in the amounts of $1.2 million and $1.1 million, respectively.

By implementing the intercompany agreements, new charges were created that were
not provided for in the historical financial statements prior to July 1, 1999.
On a pro forma basis, had the trademark license and the supply and fulfillment
agreements been in place for all periods presented, the Company's net loss
would have been $1.1 million for the third quarter 1998, $2.1 million for the
nine months ended September 30, 1998 and $11.8 million for the nine months
ended September 30, 1999. For the third quarter 1999, the charges related to
these intercompany agreements are included in results of operations.

All merchandise purchases are made from The Vitamin Shoppe under the
intercompany supply agreement. Such purchases aggregated $2.1 million and
$528,000 for the third quarters 1999 and 1998 and $4.2 million and $767,000 for
the nine months ended September 30, 1999 and 1998.

         Computation of Basic and Diluted Net Loss Per Share

Net loss per share has been calculated under Statement of Financial Accounting
Standards (SFAS) No. 128, "Earnings per Share." SFAS No. 128 requires companies
to compute earnings per share under two different

                                       6

<PAGE>   9

methods (basic and diluted). Basic net loss per share is calculated by dividing
the net loss by the weighted average shares of common stock outstanding during
the period. Shares used for this computation consist of 13,081,500 shares of
Class B common stock issued in connection with the Company's initial
capitalization in June 1999 as if all shares were outstanding for all periods
presented. For the three months and nine months ended September 30, 1999,
diluted net loss per share is equal to basic net loss per share since potential
common shares from the conversion of the Series A preferred stock, stock
options and warrants are antidilutive. At September 30, 1999, securities, the
issuance or exercise of which may result in dilution, consisted of 2,732,119
shares of Class A common stock issuable upon conversion of the Series A
preferred stock, 32,703 shares of Series A convertible preferred stock issuable
upon the exercise of a warrant and 1,102,510 options to purchase shares of
Class A common stock. VitaminShoppe.com evaluated the requirements of the
Securities and Exchange Commission Staff Accounting Bulletin (SAB) No. 98 and
concluded that there are no other nominal issuances of common stock or
potential common stock required to be shown as outstanding for all periods as
outlined in SAB No. 98.

3.       CAPITAL TRANSACTIONS

The Company was incorporated in May 1999 and was capitalized in June 1999. The
Company was capitalized by the issuance to The Vitamin Shoppe of 1,000 shares
of common stock, par value $.01 per share, for a purchase price of $1,000 and
the contribution by The Vitamin Shoppe of net liabilities of approximately $8.2
million. In July 1999, the Company effected a recapitalization through the
authorization of 30,000,000 shares of Class A common stock and 15,000,000
shares of Class B common stock and the issuance of 13,081,500 shares of Class B
common stock in exchange for the 1,000 shares of common stock previously issued
to The Vitamin Shoppe. The recapitalization has been retroactively reflected in
the accompanying financial statements. Prior to June 30, 1999, the Company was
operated as a division of The Vitamin Shoppe. In addition, the Company
authorized 5,000,000 shares of preferred stock. Holders of Class A common stock
are entitled to one vote per share, while holders of Class B common stock are
entitled to six votes per share.

On July 9, 1999, the Company issued $10 million in aggregate principal amount
of promissory notes due in June 2000. These notes were held by stockholders of
The Vitamin Shoppe or affiliates of these stockholders. As described below, in
July 1999 these notes were converted into shares of Series A convertible
preferred stock.

On July 27, 1999, the Company issued 1,775,260 shares of Series A convertible
preferred stock, par value $.01 per share, that were convertible into 2,732,119
shares of Class A common stock ($9.15 fair value per share) for gross proceeds
of $25 million. The proceeds (net of commissions and offering costs) of this
transaction were approximately $23.6 million. Of the gross proceeds, $10
million was paid through the conversion of promissory notes referred to in the
preceding paragraph into Series A convertible preferred stock. The remaining
shares were sold to the noteholders and other persons for cash consideration of
$15 million. The Company also issued warrants to purchase an equivalent of
32,703 shares of Class A common stock at a price of $9.15 per share,
subsequently amended to $11.00, to the placement agent in consideration for its
services in this transaction. The estimated fair value of the warrants issued
to the placement agent of approximately $86,000 was credited to additional
paid-in capital in the unaudited balance sheet. All shares of the Series A
convertible preferred stock converted into an aggregate of 2,732,119 shares of
the Class A common stock upon the closing of the Company's initial public
offering.

On July 27, 1999, the Company filed a Registration Statement on Form S-1, as
amended (File No. 333-83849) with the Securities and Exchange Commission to
offer shares of Class A common stock to the public. The offering was
consummated on October 8, 1999. See Note 6.

On September 9, 1999, the Company's Board of Directors approved a 1.539-for-1
stock split of its Class A common stock and Class B common stock, which was
effective on September 22, 1999. The respective share and

                                       7
<PAGE>   10

per-share amounts and conversion ratios included in the unaudited financial
statements and these footnotes reflect the stock split for all periods
presented.

4.       STOCK BASED COMPENSATION

From June 14 to September 20, 1999, the Company granted stock options to
employees and directors at exercise prices that were treated as if they were
below the fair market value at the date of grant. In relation to these grants,
the Company will recognize deferred compensation expense of approximately $3.5
million ratably over the vesting term of three years. The Company recognized
compensation expense of $84,000 and $354,000 during the three and nine months
ended September 30, 1999. With respect to some of the options granted, vesting
was accelerated upon the consummation of the Company's initial public offering.
The Company will record approximately $697,000 of compensation expense in
connection with its initial public offering during the fourth quarter 1999.

5.       INCOME TAXES

The Company's operating results through June 30, 1999 were included in the
consolidated income tax returns of The Vitamin Shoppe. Through June 30, 1999,
The Vitamin Shoppe has not allocated to the Company its share of income tax
liabilities or benefits attributable to the Company's operating results. The
Company's income tax provisions have been calculated on a separate return basis
and present the effect on operating results as if the Company had not been
included in the consolidated income tax return of The Vitamin Shoppe. Because
of the Company's operating losses since inception and the uncertainty of future
recoverability, and because The Vitamin Shoppe has not allocated any tax
benefits to the Company, the Company has not provided for income tax benefits
in the financial statements.

Since the capitalization of the Company on July 1, 1999, the Company is no
longer part of The Vitamin Shoppe's consolidated group. Losses generated after
the Company ceased to be part of The Vitamin Shoppe's consolidated group are
available to offset any future taxable income for 20 years. Deferred tax assets
normally recorded to reflect the future benefit may or may not be recorded,
depending on the Company's ability to demonstrate the likelihood of future
profitability.

For the third quarter 1999, the Company incurred a loss that, if utilized,
provides a future tax benefit of approximately $2.6 million at an effective tax
rate of 40 percent. Due to the uncertainty of the realization of these net
operating loss carryforwards in the future, the Company has provided a
valuation allowance to offset these deferred tax assets.

6.       SUBSEQUENT EVENTS

On October 6, 1999, the Company granted to an employee an option to purchase
200,000 shares of its Class A common stock at an exercise price of $9.15 per
share, which will result in additional deferred stock based compensation of
$370,000 during the fourth quarter 1999 that will be amortized over the
vesting period of three years.

On October 8, 1999, the Company sold 4,545,455 shares of its Class A common
stock in an initial public offering at a price of $11.00 per share. The gross
proceeds from the offering were $50 million. The net proceeds were $45 million
after deducting the underwriting discounts and commissions of $3.5 million and
other offering expenses of $1.5 million.

On October 14, 1999, the Company granted to an employee an option to purchase
339,954 shares of its Class A common stock at an exercise price of $11.00 per
share.

On October 14, 1999, the Company granted to five directors an option to
purchase 192,375 shares of its Class A common stock at an exercise price of
$11.00 per share.

In connection with the initial public offering, the 1,775,260 shares of Series
A convertible preferred stock converted into 2,732,119 shares of Class A common
stock. The carrying amount of the Series A convertible preferred stock will be
credited to Class A common stock stated capital and to additional paid-in
capital.

                                       8

<PAGE>   11

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

Except for the historical information contained in this report, some statements
made herein are "Forward-Looking Statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These Forward-Looking Statements
reflect our expectations regarding our future growth, results of operations,
performance and business prospects and opportunities. Words such as
"anticipates," "believes," "plans," "expects," "estimates," and similar
expressions have been used to identify these Forward-Looking Statements, but
are not the exclusive means of identifying these statements. These statements
reflect our current beliefs and are based on information currently available to
us. Accordingly, these statements are subject to known and unknown risks,
uncertainties and other factors that could cause our actual growth, results,
performance and business prospects and liquidity to differ from those expressed
in, or implied by, these Forward-Looking Statements. These risks, uncertainties
and other factors are described in our Registration Statement on Form S-1, as
amended (File No. 333-83849), under the caption "Risk Factors". We are not
obligated to update or revise these Forward-Looking Statements to reflect new
events or circumstances.

OVERVIEW

As used in this document, "we," "our," "us" and the "Company" means
VitaminShoppe.com, Inc.

We began development of our online operations in October 1997 and launched our
website on April 7, 1998. For the period from our inception through the launch
of the website, our primary activities consisted of:

         -     developing the business model;
         -     developing strategic relationships;
         -     designing and developing our website;
         -     recruiting and training employees;
         -     negotiating advertising contracts with several major web
               portals; and
         -     developing The VitaminShoppe.com brand.

Since the launch of the website, these operating activities have continued. We
have also focused on building sales momentum, promoting the brand, enhancing
the search and transactional features of our website, expanding customer
service operations, increasing the information content available to our
customers and building the infrastructure of the business.

We have a limited operating history on which to base an evaluation of our
business and prospects. Our prospects must be considered in light of the risks,
expenses and difficulties encountered by companies in their early stage of
development, particularly companies in new and rapidly evolving markets such as
online commerce. In view of these factors, we believe that period-to-period
comparisons of our operating results should not be relied upon as an indication
of future performance.

We have incurred net losses of $14.8 million from inception through September
30, 1999. We believe that net losses will continue for the foreseeable future
as our advertising, marketing and technology expenditures increase. We also
believe that the rate at which losses will be incurred will increase
significantly from current levels.

                                       9

<PAGE>   12

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1999 ("THIRD QUARTER 1999") COMPARED TO THE
THREE MONTHS ENDED SEPTEMBER 30, 1998 ("THIRD QUARTER 1998")

Net Sales. Net sales consist of product sales net of allowances for product
returns. Revenues are recognized when the related product is shipped. The level
of our sales depends on many factors, including:

     -   the number of customers that we are able to attract;
     -   the frequency of customers' purchases;
     -   the quantity and mix of products that customers purchase;
     -   the price that we charge for our products; and
     -   the level of customer returns that we experience.

Net sales for the third quarter 1999 totaled $3.7 million, an increase of $2.7
million or 258 percent from net sales of $1.0 million during the third quarter
1998. We have made enhancements to the website to improve navigation and the
overall user experience, and we have increased advertising expenditures. We
believe these factors have contributed to growth in our customer base and
continuation of a favorable repeat buying pattern.

Cost of Goods Sold. Cost of goods sold consists primarily of the costs of
products sold to customers. Vitamin Shoppe Industries Inc. ("The Vitamin
Shoppe") supplies inventory to us on an exclusive basis. Under our supply and
fulfillment agreement with The Vitamin Shoppe beginning July 1, 1999, we pay
The Vitamin Shoppe an amount equal to 105 percent of The Vitamin Shoppe's
product cost. Prior to that time, inventory was provided to us by The Vitamin
Shoppe at 100 percent of its product cost. As a result, cost of goods sold as a
percentage of sales is higher in the third quarter 1999 than in the past and we
expect that it will continue to be higher than in the past. In the future, we
may expand or increase the discounts we offer to our customers and may
otherwise alter our pricing structures and policies. These changes would
negatively affect our gross margins. In addition to pricing strategy, our gross
margins will fluctuate based on other factors, including:

     -   the cost of our products, including the extent of purchase volume
         discounts that The Vitamin Shoppe is able to obtain from suppliers;
     -   promotions or special offers to attract new customers;
     -   the mix of The Vitamin Shoppe(R) brand products versus other branded
         products that our customers purchase; and
     -   the mix of products within each brand category that our customers
         purchase.

Cost of goods sold for the third quarter 1999 was $2.1 million or 56.5 percent
of net sales versus $0.5 million or 50.5 percent of net sales for the third
quarter 1998. The increase in cost of sales as a percent of net sales is
attributable to the implementation of our supply and fulfillment agreement with
The Vitamin Shoppe, the offering of promotional discount coupons to customers
during part of the third quarter 1999 and the sale of a lower proportion of The
Vitamin Shoppe(R) branded products versus other brands as a percent of total
sales in the third quarter 1999 as compared to the third quarter 1998. The
Vitamin Shoppe(R) brand of products carries a higher gross margin than other
brands.


Marketing and Sales Expenses. Marketing and sales expenses consist primarily of
advertising and promotional expenditures, merchandising, customer service,
distribution expenses, including order processing and fulfillment charges, net
shipping costs, equipment and supplies and payroll and related expenses for
personnel engaged in these activities. Some of these expenses represent charges
for services provided by The Vitamin Shoppe. Prior

                                       10

<PAGE>   13

to July 1, 1999 these charges were in the form of allocations based on The
Vitamin Shoppe's best estimate of actual expenses. As of July 1, 1999 various
intercompany agreements were put in place to cover these expenses. Under these
agreements The Vitamin Shoppe will continue to provide warehousing and
fulfillment services for customer orders on an exclusive basis. We pay The
Vitamin Shoppe for fulfillment services an amount equal to 105 percent of The
Vitamin Shoppe's actual average unit cost per package, multiplied by the number
of packages shipped to our customers, plus actual shipping costs that we do not
pay directly. While this amount is higher than the 100 percent cost of these
services to us under the historical allocation method, we believe that the
increase will not have a material effect on our results of operations because
our fulfillment costs have historically been less than 3 percent of our net
sales. Under the trademark license agreement with The Vitamin Shoppe which
provides us with the exclusive right to use The Vitamin Shoppe's trademarks,
including the logo and name, in connection with the marketing and sale of
products and services in online commerce, we pay an annual royalty fee equal to
$1 million plus an amount based on a percentage of net sales volume of The
Vitamin Shoppe(R) branded product. Prior to July 1, 1999, there was no royalty
fee charged by The Vitamin Shoppe.

Marketing and sales expenses increased by $5.1 million to $6.0 million or 159
percent of net sales for the third quarter 1999 from $0.9 million or 87 percent
of net sales for the third quarter 1998. The increase is largely attributable
to the implementation of our significant and ongoing marketing campaign which
began with online media and radio. In addition, we have added to our roster of
strategic relationships with web portals and health-oriented channels.
Subsequent to the third quarter 1998, agreements with Yahoo! (November 1998),
drkoop.com (March 1999), OnHealth (March 1999), InteliHealth (April 1999) and
America Online (September 1999 but began in October 1999) have been added to
the existing list which included Ask Dr. Weil (April 1998) and Infoseek (August
1998). Third quarter 1999 expenses include all but the America Online
agreement, which began in October. We expect marketing and sales expenses to
increase significantly during future periods, but they may vary considerably
from quarter to quarter, depending upon the timing of advertising campaigns.

Technology Development Expenses. Technology development expenses consist
primarily of consulting fees and payroll and related expenses for applications
development and information technology personnel, licensing and service
agreements, website hosting and communications charges and website content
development and design expenses. For the third quarter 1999 technology
development expenses increased by $0.9 million to $1 million from $0.1 million
for the third quarter 1998. As a percent of third quarter net sales, these
expenses were 25.4 percent in 1999 and 7.4 percent in 1998. Expenses increased
in the areas of technology development personnel and use of third-party service
providers, consultants and contract labor. The increase in expense and in our
overall investment in technology reflects our commitment to providing a
superior web commerce experience to our customers. We believe strongly that
ongoing technology-based enhancements to the website and the infrastructure
supporting the site will contribute significantly to customer satisfaction and
retention. Continued investment in technology development is therefore
anticipated, including improvements to the capabilities of the site and
expansion in the infrastructure necessary to support the site. We also expect
to continue to invest in the development of in-house expertise necessary to
effectively manage the technology of our business. In the third quarter 1999,
we successfully recruited a highly experienced Chief Technology Officer and a
Director of Technology Operations, as well as several other technology
professionals.

General and Administrative Expenses. General and administrative expenses
consist primarily of payroll and related expenses for executive and
administrative personnel, corporate facility expenses, professional services
expenses, travel and other general corporate expenses. General and
administrative expenses increased by $1.1 million to $1.4 million or 37.5
percent of net sales for the third quarter 1999 from $0.3 million or 27.8
percent of net sales for the third quarter 1998. This increase is primarily due
to the addition of personnel, professional fees and other expenses associated
with building our infrastructure. As we continue this building process, we
expect that our general and administrative expenses will continue to increase
during future periods.

                                       11

<PAGE>   14

Interest expense (income), net. Interest expense (income), net consists of
interest charges allocated from The Vitamin Shoppe and interest income earned
on cash and cash equivalents. Interest expense is charged at 8.75 percent per
annum on The Vitamin Shoppe's advances to the Company for a total of $127,000
in the third quarter 1999 and $33,000 in the third quarter 1998. Interest
income has been earned since the sale of Series A convertible preferred stock
on July 27, 1999 and amounts to $208,000 in the third quarter 1999.

Amortization of stock-based compensation. Amortization of deferred stock-based
compensation expense, included in general and administrative expenses, was $0.3
million in the third quarter 1999 as compared to zero in the third quarter
1998. Deferred compensation expense of $0.7 million will be recorded upon the
closing of our initial public offering due to the accelerated vesting of stock
options.

Intercompany agreements. The intercompany agreements cover rights and
obligations regarding trademark licenses, inventory supply and fulfillment,
promotional and co-marketing activities, databases and administrative services.
We incurred a total of $1.1 million of net expenses and $2.1 million of
merchandise purchases under the intercompany agreements with The Vitamin Shoppe
during the third quarter 1999. The intercompany agreements were not in place
during the third quarter 1998. During the third quarter 1998, allocations were
made by The Vitamin Shoppe for services provided to us. These allocations did
not include charges for the trademark license or co-marketing activities.
Further, inventory and fulfillment charges were allocated at the rate of 100
percent of cost rather than the 105 percent provided in the intercompany
agreements. Had the intercompany agreements been in place during the third
quarter 1998, our net loss would have been increased to $1.1 million.

Income taxes. The Company's operating results through June 30, 1999 were
included in the consolidated income tax returns of The Vitamin Shoppe. Through
June 30, 1999, The Vitamin Shoppe has not allocated to us our share of income
tax liabilities or benefits attributable to our operating results. Our income
tax provisions have been calculated on a separate return basis and present the
effect on operating results as if we had not been included in the consolidated
income tax return of The Vitamin Shoppe. Because of our operating losses since
inception and the uncertainty of future recoverability, and because The Vitamin
Shoppe has not allocated any tax benefits to us, we have not provided for
income tax benefits in the financial statements through June 30,1999.

Following our capitalization on July 1, 1999, we are no longer part of The
Vitamin Shoppe's consolidated group for income tax purposes. Losses generated
from July 1, 1999 forward will be available to offset any of our future taxable
income for 20 years from the time the losses are incurred. Deferred tax assets
normally recorded to reflect the future benefit may or may not be recorded,
depending on our ability to demonstrate the likelihood of future profitability.

For the third quarter 1999, we incurred a loss that, if utilized, provides a
future tax benefit of approximately $2.6 million at an effective tax rate of 40
percent. Due to the uncertainty of the realization of these net operating loss
carryforwards in the future, we have provided a valuation allowance to offset
these deferred tax assets.

NINE MONTHS ENDED SEPTEMBER 30, 1999 ("THE FIRST THREE QUARTERS 1999") COMPARED
TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998 ("THE FIRST THREE QUARTERS 1998")

Net Sales. Our website was launched on April 7, 1998. Accordingly, there were
six months of sales during the first three quarters 1998 compared to a full
nine months in the first three quarters 1999. Net sales have increased by $6.5
million to $8 million or 428 percent for the first three quarters 1999 from
$1.5 million for the first three quarters 1998. During the first three quarters
1999, net sales grew at a compound average quarterly rate of 43 percent. We
believe that this growth in net sales is attributable to enhancements made to
our website to improve content, navigation and the overall user experience, and
to increased advertising expenditures.

                                       12

<PAGE>   15

Cost of Goods Sold. Cost of goods sold was $4.2 million or 52.4 percent of net
sales for the first three quarters 1999 versus $0.8 million or 50.3 percent of
net sales in the first three quarters 1998. The increase in cost of sales as a
percent of net sales is attributable to the implementation of the supply and
fulfillment agreement with The Vitamin Shoppe, the sale in 1999 of a lower
proportion of The Vitamin Shoppe (R) brand products which carry higher gross
margin rates than other brands and the offering of promotional discount coupons
to customers during the first three quarters 1999.

Marketing and Sales Expenses. For the first three quarters 1999, marketing and
sales expenses increased by $9 million to $10.3 million from $1.3 million in
the first three quarters 1998. As a percent of net sales, these expenses were
128 percent in 1999 and 82 percent in 1998. This increase is primarily due to
expenses associated with entering into strategic relationships with web portals
and health-oriented channels, including Ask Dr. Weil (April 1998), Infoseek
(August 1998), Yahoo! (November 1998), drkoop.com (March 1999), OnHealth (March
1999) and InteliHealth (April 1999). Third quarter 1999 expenses include all
but the America Online agreement, which began in October. Media expenses also
increased due to the implementation in the third quarter 1999 of our
significant and ongoing marketing campaign which began in radio and online
media and will expand further in online media, radio, television, print and
direct mail. We expect marketing and sales expenses to increase significantly
during future periods and possibly to vary considerably from quarter to
quarter, depending upon the timing of advertising campaigns.

Technology Development Expenses. Technology development expenses increased by
$1.4 million to $1.7 million in the first three quarters 1999 from $0.3 million
for the first three quarters 1998. Expenses have increased as a result of the
addition of technology development personnel and greater use of third-party
service providers, consultants and contract labor. We believe that continued
investment in technology development is critical to attaining our strategic
objectives and expect these expenses to increase significantly during future
periods.

General and Administrative Expenses. For the first three quarters 1999, general
and administrative expenses increased by $2.1 million to $2.7 million from $0.6
million for the first three quarters 1998. As we continue to build our
infrastructure, we expect that expenses associated with the addition of
personnel, facilities and professional and other fees will increase during
future periods.

Interest expense (income), net. In the first three quarters 1999, interest
expense (income), net included interest expense for the note due to The Vitamin
Shoppe of approximately $348,000, offset by interest income earned on invested
funds of $208,000. This compares to interest expense of $60,000 for the first
three quarters 1998.

Amortization of stock-based compensation. Amortization of deferred stock-based
compensation expense, included in general and administrative expenses, was $0.4
million for the first three quarters 1999 versus zero for the first three
quarters 1998. Deferred compensation expense of $0.7 million will be recorded
upon the closing of our initial public offering due to the accelerated vesting
of stock options.

Intercompany agreements. We incurred a total of $1.1 million of net expenses
and $2.1 million of merchandise purchases under the intercompany agreements
with The Vitamin Shoppe, all in the third quarter 1999. The intercompany
agreements were not in place during the first three quarters 1998 and the six
months ended June 30, 1999 but became effective on July 1, 1999. Had the
intercompany agreements been in place during the full first three quarters 1999
and 1998, our net loss would have been increased to $11.8 million in 1999 and
$2.1 million in 1998.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, our operations have not generated sufficient cash flow to
satisfy our current obligations. The Vitamin Shoppe funded these obligations
through June 1999. As of September 30, 1999, we had accounts payable and
accrued liabilities of $5.9 million and amounts payable to The Vitamin Shoppe
of $2.3 million due under the intercompany agreements. Also on June 30, 1999,
we issued a promissory note to The Vitamin Shoppe for approximately $5.8
million payable upon demand by The Vitamin Shoppe. This amount represents funds
advanced to us by The Vitamin Shoppe for operating losses and working capital
requirements through June 30, 1999.  As of

                                       13

<PAGE>   16


September 30, 1999, our principal commitments consisted of obligations
outstanding under online marketing agreements with web portals and strategic
partners aggregating $16 million through February 2001 and a sublease agreement
for our office space aggregating $1.8 million through November 2003.

On July 9, 1999, we issued $10 million in aggregate principal amount of
promissory notes due in June 2000. These notes were held by stockholders of The
Vitamin Shoppe or affiliates of these stockholders. As discussed below, these
notes were converted into Series A convertible preferred stock.

In July 1999, we issued, for net proceeds of approximately $23.6 million,
1,775,260 shares of our Series A convertible preferred stock, par value $0.01
per share, that converted into an aggregate of 2,732,119 shares of Class A
common stock. Approximately $10 million of this amount was paid by the
conversion of promissory notes held by existing noteholders of The Vitamin
Shoppe and their affiliates.

During the first three quarters 1999, net cash used in operating activities was
$9.6 million, an increase of $8.2 million from the first three quarters 1998.
Net cash used in investing activities was $1.7 million during the first three
quarters 1999, an increase of $1.6 million from the first three quarters 1998.
During the first three quarters 1999, net cash provided by financing activities
was $25.8 million, which consisted of amounts funded by The Vitamin Shoppe, our
initial capitalization by The Vitamin Shoppe and the sale of our Series A
convertible preferred stock. We expect that cash flows from operating
activities will continue to be negative as we increase our marketing and sales
expenses to achieve our strategic goal of growing our customer base.

On October 8, 1999, we sold 4,545,455 shares of our Class A common stock in an
initial public offering at a price of $11.00 per share. The gross proceeds from
the offering were $50 million. The net proceeds were approximately $45 million
after deducting the underwriting discounts and commissions of $3.5 million and
other offering expenses of $1.5 million.

In connection with our initial public offering, the 1,775,260 shares of Series
A convertible preferred stock automatically converted into 2,732,119 shares of
Class A common stock. The carrying amount of the Series A convertible preferred
stock was credited to Class A common stock stated capital and to additional
paid-in capital.

We expect a significant increase in expenditures for online, traditional media
and direct advertising to promote the VitaminShoppe.com brand and to attract
and retain customers. We expect a substantial increase in our capital
expenditures and lease commitments consistent with our expected growth in
operations, infrastructure and personnel. We cannot assure you that we will
experience growth in our operations. During the next six months, we intend to
redesign our website to enhance its functionality. We expect to spend a
significant amount for capital expenditures and expenses in connection with the
redesign project. In addition, at some point we may need to establish our own
fulfillment and distribution centers either to acquire greater control over the
distribution process or to provide adequate supplies of products for our
customers. This would require significant investments in facilities and
equipment.

While we expect that the net proceeds of the initial public offering, in
conjunction with our available funds, will be sufficient to meet our expected
needs for working capital and capital expenditures for the next 12 months, a
need may develop to raise additional funds prior to the end of this period. We
cannot be certain that additional financing will be available to us when
required on favorable terms or at all.

                                       14

<PAGE>   17


YEAR 2000 COMPLIANCE

Many existing computer programs and systems use only two digits to identify a
year. These programs and systems were designed and developed without
considering the impact of the upcoming change in the century. If not corrected,
these computer applications could fail or create erroneous results by, at or
beyond the year 2000. Directly or through The Vitamin Shoppe, we use software,
computer technology and other services internally developed and provided by
third-party vendors that may fail due to the year 2000 problem. For example, we
are dependent upon the financial institutions involved in processing our
customers' credit card payments for online services and a third party that
hosts our web servers. We are also dependent upon telecommunications vendors to
maintain our network and the United States Postal Service and other third-party
carriers to deliver products to our customers.

Since inception, we have utilized third-party vendors to develop substantially
all of the systems for the operation of our website. These systems include the
software used to provide our online search and navigation capabilities, order
entry, transaction processing, fulfillment and customer service functions, as
well as firewall, security, monitoring and backup capabilities. As part of the
assessment of the year 2000 compliance of these systems, we have sought
assurances from these vendors that their software, computer technology and
other services are year 2000 compliant. Based upon our assessment, we believe
that the software is year 2000 compliant.

Directly or through The Vitamin Shoppe, we have also assessed the year 2000
compliance of internally developed and purchased software, which includes
software for use in order processing and fulfillment, including credit card
processing and distribution functions, accounting and database systems. Based
upon the results of this assessment, we developed and implemented a corrective
action plan with respect to internally developed software applications,
third-party software, third-party vendors and computer technology and services
that may fail to be year 2000 compliant. We are in the final stages of
completing the required corrective actions. At this time, the expenses
associated with the assessment and corrective action are expected to
approximate $0.4 million, largely borne by The Vitamin Shoppe. Failure of our
software and computer systems or those of our third-party suppliers to be year
2000 compliant could have a material adverse effect on us.

It is difficult for us to assess the year 2000 compliance of our general
infrastructure necessary to support our operations. For example, we depend on
the integrity and stability of the Internet to provide our services. We also
depend on the year 2000 compliance of the computer systems and financial
services used by consumers. Thus, the infrastructure necessary to support our
operations consists of a network of computers and telecommunications systems
located throughout the world and operated by numerous unrelated entities and
individuals, none of which individually has the ability to control or manage
the potential year 2000 issues that may impact the entire infrastructure. Our
ability to assess the reliability of this infrastructure is limited and relies
solely on generally available news reports, surveys and comparable industry
data. Based on these sources, we believe that most entities and individuals
that rely significantly on the Internet are reviewing and attempting to address
issues relating to year 2000 compliance, but it is not possible to predict
whether these efforts will be successful in reducing or eliminating the
potential negative impact of year 2000 issues.

A significant disruption in the ability of consumers to access the Internet or
portions of it or to use their credit cards would have an adverse effect on
demand for our products and services. Any failure of our material systems, our
vendors' material systems, our customers' computers or the Internet to be year
2000 compliant could have negative consequences for us which could include
difficulties in operating our website effectively, taking customer orders,
making product deliveries or conducting other fundamental parts of our
business.

At this time, we are in the process of developing some contingency plans that
will address certain situations that may result if our vendors are unable to
achieve year 2000 compliance. These plans currently relate to those parts of our
environment that are under our direct control such as the following functions:

                                       15

<PAGE>   18

     -   order entry, where we are developing a contingency process for taking
         orders via our customer service representatives in the event that the
         internet fails;

     -   interface to the fulfillment process, where we are developing plans to
         manually create and deliver orders to the warehouse facilities for
         packing and distribution; and

     -   core applications, where we have made arrangements for increased
         monitoring and backup and availability of key programming personnel on
         the critical days to make any necessary corrections.

The cost of implementing such plans, or others as necessary, could be
significant but cannot be estimated at this time.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income, which
is effective for fiscal years beginning after December 15, 1997. SFAS No. 130
establishes standards for reporting and display of comprehensive income. The
adoption of SFAS No. 130 as of January 1, 1998 did not have a material effect
on our financial statements or disclosures as we have no reconciling items.
Therefore, net loss and comprehensive loss are the same.

In June 1997, the FASB issued SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information, which is effective for fiscal years
beginning after December 15, 1997. SFAS No. 131 requires that public companies
report information about operating segments in their annual financial
statements and in subsequent condensed financial statements of interim periods
issued to stockholders. This statement also requires that public companies
report certain information about their products and services, the geographic
areas in which they operate and their major customers. Adoption of this new
standard did not have an effect on our disclosures for all periods because we
currently operate as one segment.

In April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-5,
Reporting on the Costs of Start-Up Activities, which is effective for fiscal
years beginning after December 15, 1998. SOP 98-5 establishes accounting and
reporting standards for start-up activities and requires the costs of start-up
activities, including organization costs, to be expensed as incurred. We
adopted SOP 98-5 effective January 1, 1999, and its adoption did not have a
material effect on our financial statements.

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, which is effective for fiscal years
beginning after June 15, 2000. SFAS No. 133 requires recognition of all
derivatives on the balance sheet at fair value. We have determined that the
adoption of this new standard will not have a material effect on our financial
statements or disclosures for all periods presented.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         None.

                                       16

<PAGE>   19


                            VITAMINSHOPPE.COM, INC.

PART II.  OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         The registrant incorporates Item 15 entitled "Recent Sales of
Unregistered Securities" in its Registration Statement on Form S-1 (File No.
333-83849) as originally filed with the Securities and Exchange Commission on
July 27, 1999 and as subsequently amended.

         On October 8, 1999, our Registration Statement on Form S-1 (File No.
333-83849) was declared effective by the Securities and Exchange Commission.
Pursuant to the Registration Statement, we registered and sold 4,545,455 shares
of Class A common stock, par value $.01, at a price of $11.00 per share to an
underwriting syndicate. The managing underwriters were Thomas Weisel Partners
LLC, William Blair & Company and PaineWebber Incorporated. The offering has
terminated as a result of all of the shares offered being sold. The gross
proceeds from the offering were $50 million. The net proceeds were
approximately $45 million after deducting the underwriting discounts and
commissions of $3.5 million and other offering expenses of $1.5 million, which
was after the ending date of the reporting period.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits required by Item 601 of Regulation S-K.

                  Exhibit 10.1: Form of Non-Employee Director Stock Option
                  Agreement dated as of October 14, 1999 between the registrant
                  and Michael C. Brooks.

                  Exhibit 10.2: Form of Non-Employee Director Stock Option
                  Agreement dated as of October 14, 1999 between the registrant
                  and Martin L. Edelman.

                  Exhibit 10.3: Form of Non-Employee Director Stock Option
                  Agreement dated as of October 14, 1999 between the registrant
                  and M. Anthony Fisher.

                  Exhibit 10.4: Form of Non-Employee Director Stock Option
                  Agreement dated as of October 14, 1999 between the registrant
                  and David S. Gellman.

                  Exhibit 10.5: Form of Non-Employee Director Stock Option
                  Agreement dated as of October 14, 1999 between the registrant
                  and Stephen P. Murray.

                  Exhibit 10.6: Form of Nonqualified Stock Option Agreement
                  dated as of October 14, 1999 between the registrant and
                  Kathryn H. Creech.

                  Exhibit 27.1: Financial Data Schedule (EDGAR version only)

         (b)      Reports on Form 8-K:

                  None.

                                       17

<PAGE>   20


                            VITAMINSHOPPE.COM, INC.

                                   SIGNATURES

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

                                                    VITAMINSHOPPE.COM, INC.
                                                    (Registrant)

Date: November 22, 1999                             /s/ Kathryn H. Creech
                                                    ---------------------
                                                    Kathryn H. Creech, President
                                                    and Chief Executive Officer

                                                    /s/ Ann M. Sardini
                                                    ---------------------
                                                    Ann M. Sardini, Chief
                                                    Financial Officer, Treasurer
                                                    and Secretary


                                       18




<PAGE>   21
                                EXHIBIT INDEX



Exhibit No.       Description

   10.1           Form of Non-Employee Director Stock Option Agreement
                  dated as of October 14, 1999 between the registrant
                  and Michael C. Brooks.

   10.2           Form of Non-Employee Director Stock Option Agreement
                  dated as of October 14, 1999 between the registrant
                  and Martin L. Edelman.

   10.3           Form of Non-Employee Director Stock Option Agreement
                  dated as of October 14, 1999 between the registrant
                  and M. Anthony Fisher.

   10.4           Form of Non-Employee Director Stock Option Agreement
                  dated as of October 14, 1999 between the registrant
                  and David S. Gellman.

   10.5           Form of Non-Employee Director Stock Option Agreement
                  dated as of October 14, 1999 between the registrant
                  and Stephen P. Murray.

   10.6           Form of Nonqualified Stock Option Agreement dated as of
                  October 14, 1999 between the registrant and Kathryn H.
                  Creech.

   27.1           Financial Data Schedule (EDGAR version only)