<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 March 31, 2000

                                       OR

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

       For the transition period from __________ to ________.

       COMMISSION FILE NUMBER 0-27499


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

       <TABLE>
       <S>                                             <C>
              DELAWARE                                             22-3659179
       (State of incorporation)                        (I.R.S. Employer Identification No.)
       </TABLE>

                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  X    No    .
    ---      ---

<TABLE>
<S>                                                                       <C>
Number of shares of Common Stock outstanding as of May 1, 2000:           Class A common stock 7,277,574
                                                                          Class B common stock 13,081,500
</TABLE>


<PAGE>   2


<TABLE>
<S>                  <C>
INDEX
PART I. FINANCIAL INFORMATION

ITEM 1:              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
</TABLE>


<PAGE>   3



ITEM 1. FINANCIAL STATEMENTS


                             VITAMINSHOPPE.COM, INC.
                                 BALANCE SHEETS
                 (In thousands, except share and per share data)


<TABLE>
<CAPTION>
                                                                                    December 31,           March 31,
                                                                                        1999                 2000
                                                                                    ------------          -----------
                                                                                                          (unaudited)
<S>                                                                                  <C>                   <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                         $  38,019             $  25,246
    Accounts receivable                                                                     259                   280
    Inventory                                                                                35                    31
    Prepaid expenses and other current assets                                             4,663                 5,233
                                                                                      ---------             ---------
       Total current assets                                                              42,976                30,790
Property and equipment, net                                                               6,184                 8,591
                                                                                      ---------             ---------
       Total assets                                                                   $  49,160             $  39,381
                                                                                      =========             =========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued liabilities                                          $  10,587             $   7,434
    Due to The Vitamin Shoppe                                                             2,635                 5,742
                                                                                      ---------             ---------
       Total current liabilities                                                         13,222                13,176
Stockholders' Equity:
    Series A convertible preferred stock, $.01 par value, 2,000,000 shares
       authorized, no shares issued or
       outstanding at December 31, 1999 and March 31, 2000                                  ---                   ---
    Class A common stock, $.01 par value; 30,000,000 shares
       authorized; 7,277,574 shares outstanding at
       December 31, 1999 and March 31, 2000                                                  73                    73
    Class B common stock, $.01 par value; 15,000,000 shares
       authorized; 13,081,500 shares outstanding at
       December 31, 1999 and March 31, 2000                                                 131                   131
    Additional paid in capital                                                           64,242                62,637
    Deferred stock-based compensation                                                    (2,732)                 (773)
    Deficit                                                                             (25,776)              (35,863)
                                                                                      ---------             ---------
       Total stockholders' equity                                                        35,938                26,205
                                                                                      ---------             ---------
       Total liabilities and stockholders' equity                                     $  49,160             $  39,381
                                                                                      =========             =========
</TABLE>

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



                                       3
<PAGE>   4


                             VITAMINSHOPPE.COM, INC.
                            STATEMENTS OF OPERATIONS
                 (In thousands, except share and per share data)


<TABLE>
<CAPTION>
                                                          For the Three Months Ended March 31,
                                                             1999                     2000
                                                        --------------           --------------
                                                         (unaudited)              (unaudited)
<S>                                                      <C>                      <C>

Net sales                                                $      1,913             $      9,333
Cost of goods sold                                                936                    5,916
                                                         ------------             ------------
Gross profit                                                      977                    3,417
Operating expenses:
    Marketing and sales expenses                                1,832                    9,326
    Technology development expenses                               517                    1,626
    General and administrative expenses                           416                    3,176
                                                         ------------             ------------
       Total operating expenses                                 2,765                   14,128
                                                         ------------             ------------
Loss from operations                                           (1,788)                 (10,711)
Interest expense (income), net                                     98                     (634)
                                                         ------------             ------------
Loss before income tax provision                         $     (1,886)            $    (10,077)
Income tax provision                                              ---                       10
                                                         ------------             ------------
Net loss                                                 $     (1,886)            $    (10,087)
                                                         ============             ============

Basic and diluted net loss per share                     $      (0.14)            $      (0.50)
                                                         ============             ============

Weighted average shares outstanding
    used to compute basic and
    diluted net loss per share                             13,081,500               20,359,074
                                                         ============             ============
</TABLE>


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



                                       4
<PAGE>   5



                             VITAMINSHOPPE.COM, INC.
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                      For the Three          For the Three
                                                                      Months Ended           Months Ended
                                                                      March 31, 1999         March 31, 2000
                                                                      --------------         --------------
                                                                        (unaudited)           (unaudited)
<S>                                                                     <C>                    <C>

Cash flows from operating activities:
    Net Loss                                                            $   (1,886)            $  (10,087)
    Adjustments to reconcile net loss to net cash
           used in operating activities:
       Depreciation and amortization                                            16                    179
       Amortization of deferred stock-based compensation                       ---                    354
       Deferred rent payable/other                                             ---                    185
Changes in operating assets and liabilities:
       Accounts receivable                                                      11                    (21)
       Inventory                                                               ---                      4
       Prepaid expenses and other current assets                                30                   (570)
       Accounts payable and accrued liabilities                                123                   (231)
                                                                        ----------             ----------
           Net cash used in operating activities                            (1,706)               (10,187)
                                                                        ----------             ----------

Cash flows from investing activities:
    Capital expenditures                                                       (60)                (2,586)
                                                                        ----------             ----------
           Net cash used in investing activities                               (60)                (2,586)
                                                                        ----------             ----------
Cash flows from financing activities
    Increase in Due to The Vitamin Shoppe                                    1,766                    ---
                                                                        ----------             ----------
           Net cash provided by financing activities                    $    1,766             $      ---
                                                                        ----------             ----------
Net decrease in cash and cash equivalents                                      ---                (12,773)
Cash and cash equivalents-beginning of period                                  ---                 38,019
                                                                        ----------             ----------
Cash and cash equivalents-end of period                                 $      ---             $   25,246
                                                                        ----------             ----------
Supplemental disclosures of cash flow information:
    Cash paid during the period for:
        Interest                                                        $      ---             $      ---
                                                                        ==========             ==========
        Income Taxes                                                    $      ---             $       97
                                                                        ==========             ==========
</TABLE>


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



                                       5
<PAGE>   6



                             VITAMINSHOPPE.COM, INC.

                        STATEMENT OF STOCKHOLDERS' EQUITY
                        (In thousands, except share data)


<TABLE>
<CAPTION>
                                          Series A
                                         Convertible                       Class A                          Class B
                                       Preferred Stock                  Common Stock                      Common Stock
                                       ---------------                  ------------                      ------------
                                     Shares        Amount          Shares           Amount           Shares          Amount
                                     ------        ------          ------           ------           ------          ------
<S>                                  <C>           <C>            <C>             <C>              <C>              <C>
Balance, December 31, 1999                 -       $     -        7,277,574       $       73       13,081,500       $      131
Amortization of deferred
  stock-based compensation                 -             -                -                -                -                -
Elimination of deferred
  stock-based compensation                 -             -                -                -                -                -
Net loss (1/1/00-3/31/00)                  -             -                -                -                -                -
                                     -------       -------       ----------       ----------       ----------       ----------
Balance, March 31, 2000                    -       $     -        7,277,574       $       73       13,081,500       $      131
                                     =======       =======       ==========       ==========       ==========       ==========


<CAPTION>


                                    Additional        Deferred
                                      paid-in        stock-based
                                      capital        compensation         Deficit           Total
                                      -------        ------------         -------           -----
<S>                                 <C>              <C>                <C>               <C>
Balance, December 31, 1999          $   64,242        $   (2,732)       $  (25,776)       $   35,938
Amortization of deferred
  stock-based compensation                   -               354                 -               354
Elimination of deferred
  stock-based compensation              (1,605)            1,605                 -                 -
Net loss (1/1/00-3/31/00)                    -                 -           (10,087)          (10,087)
                                    ----------        ----------        ----------        ----------
Balance, March 31, 2000             $   62,637        $     (773)       $  (35,863)       $   26,205
                                    ==========        ==========        ==========        ==========
</TABLE>


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



                                       6

<PAGE>   7


NOTES TO UNAUDITED FINANCIAL STATEMENTS

1.     Description of Business

VitaminShoppe.com, Inc. (the "Company" or "VitaminShoppe.com") is an online
provider of 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 Web
site. The Company was incorporated in Delaware in May 1999 and capitalized by
The Vitamin Shoppe in June 1999.

2.     Summary of Significant Accounting Policies

Unaudited Interim Financial Statements

The accompanying condensed balance sheet as of December 31, 1999, 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 Company's Form 10-K for the year ended December 31, 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's management, 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 March 31,
2000 and December 31, 1999 and its results of operations for the three month
periods ended March 31, 2000 and 1999, cash flows for the three month periods
ended March 31, 2000 and 1999 and changes in shareholders' equity for the three
month period ended March 31, 2000.

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
and other appropriate factors and generally included costs related to
fulfillment, marketing, administrative, general management and other services
provided to the Company by The Vitamin Shoppe. Such allocated charges were $1.46
million for the three months ended March 31, 1999. Allocations of expenses were
estimates based on The Vitamin Shoppe management's best assessment of actual
expenses incurred on behalf of




                                       7
<PAGE>   8


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 replaced the expense allocations covering
inventory supply, fulfillment, marketing and administration 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. Both of these services were 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 pays
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 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 web businesses for mutually agreed upon fees.

For the three months ended March 31, 2000, charges for services provided to the
Company by The Vitamin Shoppe were in accordance with the intercompany
agreements and totaled $1.5 million, as shown in the chart below. Accounts
payable and accrued expenses on the accompanying balance sheets at December 31,
1999 and March 31, 2000 include amounts due to The Vitamin Shoppe related to
these services in the amount of $1.1 million and $.9 million, respectively.


<TABLE>
<CAPTION>
                                       Three months ended
                                         March 31, 2000
                                         (in thousands)
                                      --------------------
<S>                                       <C>
Trademark license                         $    429
Co-marketing                                   350
Administrative                                 165
Supply and fulfillment                         372
Merchandising                                  140
                                          --------
Total Expense                             $  1,456
                                          ========
</TABLE>


All merchandise purchases are made from The Vitamin Shoppe. Such purchases
aggregated $.9 million and $6.3 million for the three months ended March 31,
1999 and 2000, respectively. Accounts payable and accrued expenses on the
accompanying balance sheet at December 31, 1999 and March 31, 2000 include
amounts due to The Vitamin Shoppe related to these merchandise purchases in the
amount of $1.5 million and $3.6 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 net loss would have been
$2.26 million for the three months ended March 31, 1999. Since July 1, 1999, the
charges related to these intercompany agreements are included in the results of
operations.



                                       8
<PAGE>   9


Computation of Basic and Diluted Net Loss Per Share

Net loss per share has been calculated under SFAS No. 128, Earnings per Share.
SFAS No. 128 requires companies to compute earnings per share under two
different 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 ended March 31, 2000, diluted net loss per share
is equal to basic net loss per share since potential common shares from the
exercise of the stock options and warrants are antidilutive.

3.     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 did not allocate to the Company its share of income tax
liabilities or benefits attributable to the Company's proportionate share of
operating results. Since July 1, 1999, the Company is no longer included in the
consolidated income tax return of The Vitamin Shoppe and, therefore, the
Company's income tax provisions have been calculated on a separate return basis.

Since the capitalization of the Company on July 1, 1999, when the Company ceased
to be part of The Vitamin Shoppe's consolidated group, losses generated 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 shown as
realizable, depending on the Company's ability to demonstrate the likelihood of
future profitability.

As of March 31, 2000, the Company has a net operating loss carry forward that,
if utilized, provides a future tax benefit of approximately $14.3 million at an
effective tax rate of 40 percent. Due to the uncertainty of the realization of
this net operating loss carry forward in the future, the Company has provided a
valuation allowance to offset this deferred tax asset.

Included in the statement of operations for the three months ended March 31,
2000 is an income tax provision of $10,000 for state and local taxes.

4.     Significant Transactions

In January 2000, the president and CEO and the chief marketing officer resigned
their positions with the Company. In connection with these resignations, the
Company recorded approximately $855 of severance expense during the three months
ended March 31, 2000 representing approximately $620 of cash compensation in
accordance with their employment agreements, and approximately $235 of non-cash
compensation due to the accelerated vesting of stock options. Additionally, with
respect to forfeited stock options the Company eliminated approximately $1.6
million of unamortized deferred stock based compensation that was previously
recorded as additional paid in capital.



                                       9
<PAGE>   10


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

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

Except for the historical information contained in this report, some statements
made herein are "Forward-Looking Statements" within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended. 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

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

       -      developing the business model;

       -      developing strategic relationships;

       -      designing and developing our Web site;

       -      recruiting and training employees;

       -      negotiating advertising contracts with several major web portals;
              and

       -      developing the VitaminShoppe.com brand.

Since the launch of the Web site, these operating activities have continued. We
have also focused on acquiring new customers, building sales momentum, promoting
the brand, enhancing the search and transactional features of our Web site,
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 the early stages 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 $44.0 million from inception through March 31,
2000. We believe that net losses will continue for the foreseeable future.



                                       10
<PAGE>   11


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2000 ("FIRST QUARTER 2000") COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 1999 ("FIRST QUARTER 1999")

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 first quarter 2000 totaled $9.33 million, an increase of $7.42
million or 388 percent from net sales of $1.91 million during the first quarter
1999. Orders increased 118,000 or 437 percent to 145,000 in the first quarter
2000 from 27,000 in the first quarter 1999; more than 58,000 new customers were
added, nearly five times the 12,000 in first quarter 1999. We have made
enhancements to our Web site to improve navigation and the overall user
experience, and we have significantly increased advertising, marketing and
promotional expenditures in the first quarter 2000 as compared to the first
quarter 1999. 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 which began on July 1, 1999, we
pay The Vitamin Shoppe an amount equal to 105% of The Vitamin Shoppe's product
cost. Prior to that time, inventory was provided to us by The Vitamin Shoppe at
100% of its product cost. As a result, cost of goods sold as a percentage of
sales is higher in the first quarter 2000 than in the first quarter 1999.

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 reduce 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 that we offer 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 first quarter 2000 was $5.92 million or 63 percent of
net sales versus $.94 million or 49 percent of net sales for the first quarter
1999. The increase in cost of sales as a percent of net sales is mainly
attributable to the offering of promotional discount coupons to customers during
the first quarter 2000 and the implementation of our supply and fulfillment
agreement with The Vitamin Shoppe. In addition, we sold a somewhat lower
proportion of The Vitamin Shoppe(R) branded products versus other brands as a
percent of total sales in the first quarter 2000 as compared to the first
quarter 1999. The Vitamin Shoppe(R) brand products carry a higher gross margin
than other brands.




                                       11
<PAGE>   12


Marketing and Sales Expenses. Marketing and sales expenses consist primarily of
advertising and promotional expenditures, merchandising, 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 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 4 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 $7.49 million to $9.33 million or 100
percent of net sales for the first quarter 2000 from $1.83 million or 96 percent
of net sales for the first quarter 1999. The increase is largely attributable to
our multi-media marketing campaign and strategic relationships with web portals
and health-oriented channels. Subsequent to or during the first quarter 1999,
agreements with drkoop.com (March 1999), OnHealth (March 1999), Time Inc. (June
1999) and America Online (October 1999) were added. We expect marketing and
sales expenses to decrease as a percentage of sales for the remainder of 2000
compared to first quarter 2000.

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, Web site hosting and communications charges and Web site content
development and design expenses. For the first quarter 2000 technology
development expenses increased by $1.11 million to $1.63 million from $.52
million for the first quarter 1999. As a percentage of first quarter net sales,
these expenses were 18 percent in 2000 and 27 percent in 1999. 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 that
our new Web site, its ongoing technology-based enhancements and the
infrastructure supporting the site will contribute significantly to customer
satisfaction and retention. Continued investment is therefore anticipated, to
provide improvements to the capabilities of the site and to expand the
infrastructure necessary to support it.

General and Administrative Expenses. General and administrative expenses consist
primarily of payroll and related expenses for executive and administrative
personnel, corporate facility expenses, severance, professional services
expenses, travel, deferred stock-based compensation and other general corporate
expenses. General and administrative expenses increased by $2.76 million to
$3.18 million or 34 percent of net sales for the first quarter 2000 from $.42
million or 22 percent of net sales for the first quarter 1999. This increase was
primarily due to severance, the addition of personnel, professional fees and
other expenses associated with building our infrastructure and the addition of
deferred stock-based compensation.

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. In the first quarter 1999, interest expense was
charged to us at the rate of 8.75 percent on the note due to The Vitamin Shoppe
and advances which



                                       12
<PAGE>   13


totaled $98,000. Since the note due to The Vitamin Shoppe was repaid in November
1999, the Company had no interest expense in the first quarter 2000. Interest
income was earned since the sale of Series A convertible preferred stock on July
27, 1999 and our initial public offering on October 8, 1999 and amounted to
$634,000 in the first quarter 2000.

Amortization of stock-based compensation. Amortization of deferred stock-based
compensation expense, included in general and administrative expenses, was
$354,000 in the first quarter 2000 as compared to zero in the first quarter
1999. Due to the resignation of two officers during the first quarter 2000, we
eliminated approximately $1.6 million of unamortized deferred stock-based
compensation that was previously recorded as additional paid-in capital.

Intercompany agreements. In summary, 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 $6.31 million of merchandise purchases and $1.46 million
of other expenses under the intercompany agreements with The Vitamin Shoppe
during the first quarter 2000. The intercompany agreements were not in place
during the first quarter 1999. During the first quarter 1999, 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% of
cost rather than the 105% as provided in the intercompany agreements. Had the
intercompany agreements been in place during the first quarter 1999, our net
loss would have been increased to $2.26 million.

Income taxes. Our operating results through June 30, 1999 were included in the
consolidated income tax returns of The Vitamin Shoppe, and accordingly, The
Vitamin Shoppe did not allocate to us its share of income tax liabilities or
benefits attributable to our proportionate share of operating results. Since
July 1, 1999, we are no longer included in the consolidated income tax return of
The Vitamin Shoppe and, therefore, our income tax provisions have been
calculated on a separate return basis.

Since our capitalization on July 1, 1999, when we ceased to be part of The
Vitamin Shoppe's consolidated group, losses generated 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 shown as realizable, depending on
our ability to demonstrate the likelihood of future profitability.

As of March 31, 2000, we had a net operating loss carry forward that, if
utilized, provides a future tax benefit of approximately $14.3 million at an
effective tax rate of 40 percent. Due to the uncertainty of the realization of
this net operating loss carry forward in the future, we have provided a
valuation allowance to offset this deferred tax asset.

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. 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 represented funds advanced to us by The Vitamin Shoppe for operating
losses and working capital requirements through June 30, 1999 and was repaid in
full in October 1999.

On July 9, 1999, we issued promissory notes of $10 million in aggregate
principal amount due in June 2000. These notes were held by stockholders of The
Vitamin Shoppe or affiliates of these stockholders. Later in July 1999, these
notes were converted into Series A convertible preferred stock and approximately
$13.6 million of additional Series A convertible preferred stock was issued.
Together, these shares of Series A convertible preferred stock were converted
into an aggregate of 2,732,119 shares of Class A common stock.




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<PAGE>   14


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
this offering were $50 million. The net proceeds were approximately $45 million
after deducting underwriting discounts and commissions of $3.5 million and other
offering expenses of $1.5 million.

During the first quarter 2000, net cash used in operating activities was $9.68
million, an increase of $7.97 million from first quarter 1999. Net cash used in
investing activities was $2.54 million during the first quarter 2000, an
increase of $2.48 million from first quarter 1999. We expect that cash flows
from operating activities will continue to be negative as we grow our
infrastructure and continue our efforts to grow and retain our customer base.

As of March 31, 2000, we had accounts payable and accrued liabilities of $7.42
million and amounts payable to The Vitamin Shoppe of $5.74 million due under the
intercompany agreements. At this date, our principal commitments going forward
consisted of obligations outstanding under online marketing agreements with web
portals and strategic partners aggregating $9.34 million through February 2001
and a sublease agreement for our office space aggregating $1.61 million through
November 2003.

As of March 31, 2000, we had approximately $25.2 million in cash and cash
equivalents. Based upon our current plans for fiscal 2000, we expect to have
sufficient cash available to meet our operating and capital expenditure needs
through December 31, 2000, but we cannot assure you that our expected growth or
expenditures will take place as planned. If we fail to meet our planned growth
or otherwise need additional working capital, we could reduce certain
expenditures or seek to raise cash. Our principal use of cash is to fund our
advertising and Internet sponsorship arrangements, to pay for our Web site
development costs and to fund our payroll and other operating costs. Our
contractual commitments for Internet sponsorship arrangements total
approximately $7.96 million in the remainder of 2000. If necessary, we could
reduce our discretionary advertising expenditures to mitigate the impact on our
available cash. Further, our technology development in 2000 will take place in
stages, the first of which is the launch of our new Web site. Other components
of our technology development can be delayed, if necessary. While such a
reduction in advertising spending or Web site development may negatively impact
sales, we believe that we can generate sufficient sales and cash flow at levels
which, although below our planned amount, would enable us to fund our operations
through December 31, 2000. We may seek to raise additional cash through other
sources, including the issuance of capital stock or debt. We cannot assure you
that such additional financing will be available to us when required on
favorable terms or at all.

YEAR 2000 COMPLIANCE

We have not experienced any disruptions in our operations associated with issues
related to the year 2000. We incurred no costs with respect to the year 2000
issue in the first quarter 2000.

RECENT ACCOUNTING PRONOUNCEMENTS

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.



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<PAGE>   15


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We believe that inflation has not had a material impact on our results of
operations since inception for each of our first quarters ended March 31, 1999
and 2000. However, there can be no assurance that future inflation would not
have an adverse impact on our operating results and financial condition.

We are not subject to currency fluctuations since we do not have any
international operations. We have limited market risk exposure since we do not
have any outstanding variable rate debt or derivative financial and commodity
instruments as of May 1, 2000.

As of May 1, 2000, we have no outstanding long-term debt instruments.



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PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

On October 7, 1999, the Securities and Exchange Commission declared effective a
registration statement on Form S-1 (File No. 333-83849) with respect to our
Class A common stock. Pursuant to the registration statement, we offered and
sold 4,545,455 shares of Class A common stock at $11.00 per share to an
underwriting syndicate. The managing underwriters of this syndicate were Thomas
Weisel Partners LLC, William Blair & Company and PaineWebber Incorporated. The
offering terminated because all shares offered were sold.

The gross proceeds from the offering were $50.0 million. Total expenses that we
incurred in connection with the issuance and distribution of the Class A common
stock from the date that the offer commenced to March 31, 2000 were $5.0
million. No discounts, commissions or other offering expenses were paid to
directors, officers or general partners of VitaminShoppe.com, our associates or
persons owning 10% or more of any class of our equity securities. Payments to
underwriters, printers, accountants and legal counsel were made directly to
those parties. After deducting these expenses and the write-off of prepaid
offering costs, the net proceeds of the offering were approximately $45.0
million. Prior to the first quarter 2000 we used approximately $21.9 million of
such proceeds for various issues, including capital expenditures, advertising
and marketing and the repayment of a note due to The Vitamin Shoppe.

During first quarter 2000, we used $2.05 million of the net proceeds for
enhancements to our Web site and other capital expenditures, and $5.41 million
for advertising and marketing activities. Other than principal and accrued
interest paid to our principal stockholder, none of these payments were made to
directors, officers or general partners of VitaminShoppe.com or our associates
or to persons owning 10% or more of any class of our equity securities. The
remainder of the proceeds of the offering have been invested in short-term,
investment-grade, interest-bearing obligations and we expect that they will be
used for general corporate purposes, including working capital, capital
expenditures and advertising and marketing activities. A portion of the net
proceeds may also be used to acquire or invest in complementary businesses,
technologies, product lines or products. We have no current agreements or
commitments with respect to such an acquisition. The amounts actually expended
by us for such purposes may vary significantly and will depend upon a number of
factors, including our future revenue and cash generated by operations.
Accordingly, we retain broad discretion in the allocation of the net proceeds of
the offering.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

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

              Exhibit 10.1: Cross Promotional Agreement dated as of January 31,
              2000 between the registrant and barnesandnoble.com, llc.*

              Exhibit 27.1: Financial Data Schedule (EDGAR version only)

       (b)    Reports on Form 8-K:

              None.

-----------------------
*Confidential treatment requested. Confidential portions of this document have
been redacted and filed separately with the Securities and Exchange Commission.



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<PAGE>   17




                                   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:  May 12, 2000                    /s/ Jeffrey J. Horowitz
                                       --------------------------------
                                       Jeffrey J. Horowitz, President and
                                          Chief Executive Officer


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



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