SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2001
-------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________ to _____________
Commission File No. 0-29245
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HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC.
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(Exact name of small business issuer as specified in its charter)
Florida 65-0452156
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
3750 Investment Lane, Suite 5, West Palm Beach, Florida 33407
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(Address of principal executive offices)
(561) 863-8446
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(Issuer's telephone number)
-------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,612,813 shares of Common Stock as
of August 10, 2001.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
HEALTH AND NUTRITION SYSTEMS INTERNATIONAL, INC.
INDEX
Page
----
Facing Sheet..........................................................Cover Page
Index................................................................. i
Part I - Financial Information 1
Item 1. Financial Statements (unaudited)
Condensed Balance Sheet
June 30, 2001 .......................................... 2
Condensed Statements of Operations
Three months and six months ended June 30, 2001 and
June 30, 2000........................................... 3
Condensed Statements of Cash Flows
Six months ended June 30, 2001 and June 30, 2000........ 4
Notes to Condensed Financial Statements...................... 5 - 6
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations................ 7 - 10
Part II - Other Information
Item 1. Legal Proceedings....................................... 10
Item 2. Changes in Securities................................... 10
Item 3. Defaults Upon Senior Securities......................... 11
Item 4. Submission of Matters to a Vote of Security Holders..... 11
Item 5. Other Information....................................... 11
Item 6. Exhibits and Reports on Form 8-K........................ 11
Signature............................................................. 12
-i-
HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC.
CONDENSED BALANCE SHEET
(UNAUDITED)
================================================================================
ASSETS
------
June 30, 2001
------------
Current assets:
Cash $ 68,490
Restricted cash related to notes payable 150,687
Accounts receivable, net 474,328
Inventory 321,155
Prepaids and other current assets 112,598
-----------
Total current assets 1,127,258
-----------
Property and equipment, net 80,305
-----------
Other assets:
Due from related parties 5,431
Deferred tax asset 50,550
Other assets, net 35,170
-----------
Total other assets 91,151
-----------
Total assets $ 1,298,714
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 748,584
Accrued expenses 124,177
Notes payable 226,667
Capital leases, current portion 20,772
-----------
Total current liabilities 1,120,200
-----------
Capital leases, less current portion 10,644
-----------
Stockholders' equity:
Common stock, $0.001 par value, 30,000,000 shares
authorized; 3,609,813 shares issued and outstanding 3,610
Additional paid-in capital 831,532
Accumulated deficit (667,272)
-----------
Total stockholders' equity 167,870
-----------
Total liabilities and stockholders' equity $ 1,298,714
===========
See accompanying notes to condensed financial statements.
2
HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
================================================================================
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenue $ 1,435,227 $ 1,458,974 $ 2,940,311 $ 2,826,434
Cost of sales 457,980 311,109 957,024 713,145
----------- ----------- ----------- -----------
Gross profit 977,247 1,147,865 1,983,287 2,113,289
----------- ----------- ----------- -----------
Operating expense:
General and administrative
expenses 1,504,797 1,031,496 2,422,115 1,648,450
Depreciation and amortization
expenses 9,176 2,277 17,437 --
----------- ----------- ----------- -----------
Total operating expenses 1,513,973 1,033,773 2,439,552 1,648,450
----------- ----------- ----------- -----------
Income (loss) from operations (536,726) 114,092 (456,265) 464,839
----------- ----------- ----------- -----------
Interest income -- -- 1,713 2,532
Interest expense (6,197) -- (14,448) (3,484)
----------- ----------- ----------- -----------
Profit (loss) before income taxes (542,923) 114,092 (469,000) 463,887
Benefit (provision) for income taxes 74,897 65,438 42,662 (37,427)
----------- ----------- ----------- -----------
Net profit (loss) $ (468,026) $ 179,530 $ (426,338) $ 426,460
=========== =========== =========== ===========
Net profit (loss) per share - basic $ (0.13) 0.03 (0.12) 0.06
=========== =========== =========== ===========
Net profit (loss) per share - diluted $ (0.13) 0.02 (0.12) 0.06
=========== =========== =========== ===========
Weighted average number of shares - basic 3,605,813 6,901,334 3,605,813 7,122,986
=========== =========== =========== ===========
Weighted average number of shares -
diluted 3,605,813 7,243,206 3,605,813 7,464,858
=========== =========== =========== ===========
See accompanying notes to condensed financial statements.
3
HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
================================================================================
Six Months Ended
June 30,
------------------------------
2001 2000
--------- ---------
Net cash provided by (used in) operating activities $ (93,104) $ 355,176
--------- ---------
Cash flows from investing activities:
Purchase of trademark (25,000) --
Purchase of property and equipment (4,531) (15,550)
--------- ---------
Net cash used in investing activities (29,531) (15,550)
--------- ---------
Cash flows from financing activities:
Proceeds on issuance of common stock -- 7,363
Proceeds on line of credit 100,000 --
Payments on lines of credit (23,334) --
Payments on capital leases (10,913) (10,291)
Payments to related parties (213) (6,000)
--------- ---------
Net cash provided by (used in) financing activities 65,540 (8,928)
--------- ---------
Net increase (decrease) in cash (57,095) 330,698
Cash at beginning of period 125,585 154,247
--------- ---------
Cash at end of period $ 68,490 $ 484,945
========= =========
See accompanying notes to condensed financial statements.
4
HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited condensed financial statements of Health & Nutrition
Systems International, Inc. (the "Company") have been prepared in accordance
with generally accepted accounting principles for interim financial information
and Regulation S-B. Accordingly, they do not include all of the information and
footnotes required for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation of the results for the
interim periods presented have been included.
These results have been determined on the basis of generally accepted accounting
principles and practices applied consistently with those used in the preparation
of the Company's Annual Financial Statements for the for the year ended December
31, 2000. Operating results for the six months ended June 30, 2001 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001.
It is recommended that the accompanying condensed financial statements be read
in conjunction with the financial statements and notes for the year ended
December 31, 2000, found in the Company's Form 10-KSB.
NOTE 2 - NOTES PAYABLE
- ----------------------
On December 15, 2000 the company received a short-term loan from a bank.
Interest accrues at 8.1% per annum and the note is collateralized by two
certificates of deposit totaling approximately $150,000. The unpaid balance at
March 31, 2001 was $142,500.
On January 12, 2001 the Company received a short-term loan from a bank in the
amount of $100,000. Interest accrues at a rate of 7.73% per annum and is
personally guaranteed by the Company's Chief Executive Officer. The loan matures
January 12, 2002. The balance at June 30, 2001 was $91,667.
NOTE 3 - STOCKHOLDERS' EQUITY
- -----------------------------
During the three months ended March 31, 2001, the Company issued 25,000 shares
of common stock to consultants as payment for services. The Company recorded
compensation for professional services of $25,750. In May 2001, the parties
terminated the consulting contract and the consultant returned the shares of
common stock.
In June 2001, the Company issued 5,000 shares of common stock to a consultant
for professional services rendered. The Company recorded a compensation expense
of $1,300.
NOTE 4 - INCOME TAXES
- ---------------------
Income tax provision consists of the following at June 30:
2001 2000
-------- --------
Current $ -- $ 107,034
Deferred (42,662) (28,750)
Decrease in valuation allowance -- (40,857)
-------- --------
Provision (benefit) for income taxes $(42,662) $ 37,427
5
HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
NOTE 4 - INCOME TAXES (continued)
Under FAS No. 109, deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. The
significant components of deferred tax assets as of June 30, 2001 and 2000 are
as follows:
2001 2000
-------- --------
Deferred tax asset:
Net operating losses $ 50,550 $ 21,599
Stock issued for services -- 48,008
-------- --------
Total deferred tax asset 50,550 69,607
--------- --------
Deferred tax liabilities
-- --
--------- -------
Net deferred tax asset before valuation allowance 50,550 69,607
Valuation allowance -- --
--------- -------
Net deferred tax assets $ 50,550 $ 69,607
========= ========
A reconciliation of income tax expense (benefit) provided at a combined federal
and state statutory rate of 39.5% to income tax expense is as follows:
2001 2000
-------- --------
Taxes computed at combined federal and state
tax rate $ -- $197,152
Change in valuation allowance -- (40,857)
Net operating loss benefit (51,814) (62,552)
Other, net 9,152 (56,316)
-------- --------
$(42,662) $ 37,427
As of June 30, 2001, the Company had used the net operating loss carry forward
of $131,175 available for use on its future corporate federal income tax
returns.
NOTE 5 - LEGAL MATTERS
- ----------------------
The Company has filed a Complaint for Declaratory Relief in reference to the
effectiveness of various Stock Purchase Agreements among shareholders, the
cancellation of certain shares and the rightful ownership of these shares. The
uncertainty affects 335,000 shares of common stock (after the reverse stock
split) not included in the outstanding shares. Depending on the outcome of the
action, the number of outstanding shares may increase causing dilution of the
present shareholders. During the three months ended June 30, 2001, the
defendents filed a counterclaim. The Company has moved to dismiss the
counterclaim.
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Item 2. Management's Discussion and Analysis or Plan of Operation.
This Quarterly Report on Form 10-QSB contains forward-looking statements. Any
statements that are not statements of historical fact should be regarded as
forward-looking statements. For example, the words "intends," "believes,"
"anticipates," "plans," and "expects" are intended to identify forward-looking
statements. There are a number of important factors that could cause our actual
results to differ materially from those indicated by such forward-looking
statements. These factors include without limitation those factors contained in
our Form 10-SB filed with the Securities and Exchange Commission. We do not
undertake any obligation to update any such factors or to publicly announce the
result of any revision to any of the forward looking statements contained herein
to reflect future events or developments.
The following discussion of our results of operations and financial condition
should be read together with our unaudited Financial Statements contained in
Part I, Item 1 and the related Notes in this Form 10-QSB, and our audited
Financial Statements and the related Notes contained in our Form 10-SB filed
with the Securities and Exchange Commission.
OVERVIEW
Since the beginning of the year, we have been reviewing our strategic plan for
the Company to ensure that we are properly diversified to minimize the impact of
a shift in consumer preferences with regard to any one of our products, a change
in retailer attitude with respect to our Company or any of our products or any
other cause of reduced sales either for a particular product or in a particular
area. The result has been our launch of our Acutrim, Fat Cutter and Carbolizer
products, thereby beginning to establish increased product diversification. This
has, concomitantly, meant the dedication of approximately $450,000 in marketing
funds to support the launch of these new products. Simultaneously, we have
worked to decrease our reliance on any single vendor. The result thus far shows
a slight increase in sales and a marked decrease in profitability.
As we have previously disclosed, we are dependent on factoring our receivables
in order to support our working capital needs. We presently factor certain of
our accounts receivable pursuant to an agreement with Bank of America. That
agreement will expire as of September 6, 2001. Although we are in discussions
with other potential factors, we do not presently have another factoring
agreement in place. See the discussion under "Liquidity & Capital Resources."
NET SALES:
Net sales for the three months ended June 30, 2001 were $1,435,227, a decrease
of $23,747 or 2%, as compared to net sales of $1,458,974 for the three months
ended June 30, 2000. The decrease was due to a decrease in sales to the largest
vendor of our products for calendar year 2000, GNC, as well as decreased sales
of Carbcutter. Eckerds accounted for $261,308 or 18% of sales for the quarter.
GNC accounted for $233,721 or 16% of sales for the quarter. Rite aid accounted
for $167,039 or 12% of sales for the quarter. Walgreens accounted for $168,925
or 12% of sales for the quarter and CVS accounted for approximately $165,000 or
11.5% of sales for the quarter. No other account represented more than 10% of
sales during the quarter.
Net sales for the six months ended June 30, 2001 were $2,940,311, an increase of
$113,877 or 4%, as compared to net sales of $2,826,434 for the six months ended
June 30, 2000. The increase was due to sales from new vendors as well as sales
of new products, partially offset by a decrease in sales to GNC. Rite aid
accounted for $413,856 or 13 % of sales for the period. GNC accounted for
$356,713 or 12% of sales for the period. Walgreens accounted for $342,001 or 11%
of sales for the period. Eckerds
7
accounted for $345,590 or 11% of sales for the period. No other account
represented more than 10% of sales during the quarter.
COST OF SALES:
Cost of sales for the three months ended June 30, 2001 was $457,980 or 32% of
net sales as compared to $311,109 or 21% of net sales for the three months ended
June 30, 2000. The increase in cost of sales as a percentage of net sales was
primarily attributable to new sales of Acutrim(R) branded products (which
product line was acquired in January of 2001), which has a higher cost of goods
as a percentage of sales compared to Carbcutter(TM).
Cost of sales for the six months ended June 30, 2001 was $957,024 or 32% of net
sales as compared to $713,145 or 25% of net sales for the six months ended June
30, 2000. The increase in cost of sales as a percentage of net sales was
primarily attributable to new sales from recently acquired Acutrim(R), which has
a higher cost of goods as a percentage of sales compared to Carbcutter(TM).
GROSS PROFIT:
Gross profit for the three months ended June 30, 2001 was $977,247 a decrease of
$170,618 or 17%, compared to gross profit of $1,147,865 for the three months
ended June 30, 2000. As a percent of net sales, gross profit was 68% for the
three months ended June 30, 2001, compared to 82% for the three months ended
March 31, 2000. The decrease in gross profit dollars is primarily due to
decreased sales of Carbcutter(TM). The decrease in gross profit as a percent of
sales is primarily due to the lower gross profit margin of Acutrim(R).
Gross profit for the six months ended June 30, 2001 was $1,983,287 a decrease of
$130,002 or 7%, compared to gross profit of $2,113,289 for the six months ended
June 30, 2000. As a percent of net sales, gross profit was 68% for the six
months ended June 30, 2001, compared to 75% for the six months ended June 30,
2000. The decrease in gross profit dollars is primarily due decreased sales of
Carbcutter(TM). The decrease in gross profit as a percent of sales is primarily
due to the lower gross profit margin of Acutrim(R).
OPERATING EXPENSES:
Operating expenses were $1,513,973 for the three months ended June 30, 2001,
representing an increase of $480,200, compared to $1,033,773 for the three
months ended June 30, 2000. As a percent of net sales, operating expenses were
105% for the three months ended June 30, 2001, compared to 71% for the three
months ended March 31, 2000. The increase in operating expenses was primarily
attributable to higher co-op, slotting fees for new products and new channels of
distribution, sales promotion which include radio promotions and coupon
redemption promotions, scan downs, temporary price reductions, print advertising
expenditures and legal expenditures relating to pending litigation.
Operating expenses were $2,439,552 for the six months ended June 30, 2001,
representing an increase of $791,102, compared to $1,648,450 for the six months
ended June 30, 2000. As a percent of net sales, operating expenses were 83% for
the six months ended June 30, 2001, compared to 58% for the six months ended
June 30, 2000. The increase in operating expenses was primarily attributable to
higher co-op, slotting fees for new products as well as new channels of
distribution, sales promotion which include radio promotions and coupon
redemption promotions, scan downs, temporary price reductions print advertising
expenditures and legal expenditures relating to pending litigation.
8
NET PROFIT (LOSS) FROM OPERATIONS:
Net loss from operations was $536,726 for the three months ended June 30, 2001,
as compared to a net profit from operations of $114,092 for the three months
ended June 30, 2000. Net loss was $468,026 or $0.13 per share for the three
months ended June 30, 2001, as compared to a net profit of $179,530 or $0.03 per
share for the three months ended June 30, 2000. The decrease in income from
operations was primarily due to higher co-op, slotting fees for new products and
new channels of distribution, sales promotion which include radio promotions and
coupon redemption programs, scan downs, temporary price reductions, print
advertising and legal expenditures relating to pending litigation during the
period.
Net loss from operations was $456,265 or $0.13 per share for the six months
ended June 30, 2001, as compared to a net profit from operations of $464,839 or
$0.06 per share for the six months ended June 30, 2000. Net loss was $426,338 or
$0.12 per share for the six months ended June 30, 2001, as compared to a net
profit of $426,460 or $0.06 per share for the six months ended June 30, 2000.
The decrease in income from operations was primarily due to higher co-op,
slotting fees for new products and new channels of distribution, sales promotion
which include radio promotions and coupon redemption programs, scan downs,
temporary price reductions, print advertising and legal expenditures during the
period relating to pending litigation.
LIQUIDITY & CAPITAL RESOURCES:
At June 30, 2001, we had a working capital surplus of $7,059 compared to a
$501,853 working capital surplus at June 30, 2000. The decrease in working
capital is primarily due to a net loss for the period, an increase in accounts
payable and an increase in notes payable.
Net cash used in operating activities for the six months ended June 30, 2001 was
$(93,104) compared to $355,176 provided by operating activities for the six
months ended June 30, 2000. The resulting decrease in cash is primarily due to a
net loss for the period, decrease in accounts receivable and an increase in
accounts payable.
Cash used in investing activities was $(29,531) for the six months ended June
30, 2001 compared to $(15,550) used in investing activities for the six months
ending June 30, 2000. Cash used for investing activities was mainly due to the
purchase of the Acutrim trademark. Cash used in 2000 was mainly used for the
purchase of equipment.
Net cash provided by financing activities for the six months ended June 30, 2001
was $65,540 as compared to $(8928) cash used in financing activities for the six
months ended June 30, 2000. During the six months period ending June 30, 2001,
the company received an additional $100,000 line of credit. As of June 30, 2001,
a total of $23,334 has been repaid on both lines of credit. Payments were also
made on capital leases.
We sell the majority of our accounts receivable to Bank of America at a discount
because we do not have sufficient working capital to be able to wait sixty to
ninety days to collect these accounts ourselves. The agreement with Bank of
America expires September 6, 2001. Because we expect to continue to factor our
large pharmacy chain accounts and large health food store accounts in order to
support our working capital requirements, we are negotiating with various other
entities to provide factoring services to us. We are dependent on factoring our
receivables in order to support our working capital needs. There is no assurance
that we will be able to factor our accounts receivable in the future at
commercially reasonable discount rates that will provide us sufficient working
capital or allow us to make a profit. Inability to factor our receivables on
commercially reasonable terms could have a material adverse effect on our
results of operations.
9
We may need to raise additional capital in order to expand our inventory levels,
product lines and sales in the future, to the extent internal cash flow,
supplier credit lines and factoring arrangements are not sufficient. We may
attempt to raise additional equity or capital, either through private placements
or asset based loans. Additional capital would be directed to expansion of
inventory, improved recognition of the Company name and its brands, development
of our e-commerce site, participation in additional trade shows and additional
advertising for our new products. We have no current arrangements with respect
to sources of additional equity financing and there can be no assurance that
additional equity or debt financing will be available to us on commercially
reasonable terms, or at all.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Health and Nutrition Systems, International, Inc., Steven Pomerantz and Anthony
F. Musso, Plaintiffs, vs. Milton H. Barbarosh, Ricki Barbarosh, Stenton Leigh
Group, Inc., Stenton Leigh Capital Corp., and EAI Partners, Inc., Defendants
As previously disclosed, the Company and two of its officers and shareholders,
Steven Pomerantz and Anthony Musso, sued Milton H. Barbarosh and Ricki Barbarosh
(Milton's wife) and three corporations which are owned or controlled by Mr.
Barbarosh, Stenton Leigh Group, Inc., Stenton Leigh Capital Corp., and EAI
Partners, Inc. in state court (the Fifteenth Judicial Circuit of Florida in and
for Palm Beach County). During the last quarter the defendants have filed a
counterclaim. The counterclaim seeks: (1) specific performance on the one hand
and damages for breach on the other hand regarding the disputed agreements
between the parties, (2) actual damages, treble punitive damages and attorney
fees for an alleged conspiracy to commit civil theft in connection with certain
disputed shares of the Company's common stock, and (3) indemnification for
Stenton Leigh Group under an agreement of February 1995. The Company, Steven
Pomerantz and Anthony Musso have moved to dismiss the counterclaim.
J.C. Herbert Bryant, III and KMS-Thin Tab 100, Inc.
The Company has previously reported that it and three of its officers were sued
in state court by KMS-Thin Tab 100, Inc. ("KMS"). On May 8, 2001, a judge
sitting in the Fifteenth Judicial Circuit of Florida in and for Palm Beach
County granted HNS's motion to dismiss all counts in KMS's complaint (against
certain officers of the Company without prejudice. Subsequently, KMS revised and
re-filed its complaint. On August 8, 2001 the judge heard oral argument on the
motion to dismiss KMS's re-filed complaint against those officers.
In addition to the particular legal matters discussed above, the Company, from
time to time, is a party to routine litigation incidental to its business.
Management does not believe that any of these pending legal proceedings and
those listed above, individually or in the aggregate, will materially impact the
Company's financial condition or results of operations.
Item 2. Changes in Securities.
On April 2, 2001, we issued 2,500 shares of common stock to Ann Marie Narine and
500 shares of common stock to Rodney Mc Coy to correct the stock transfer
records to properly indicate these shares to be issued and outstanding.
10
On May 22, 2001, we cancelled 25,000 shares of common stock previously issued to
TKO International Inc., in connection with TKO's surrender of the shares and the
execution of a mutual general release entered into between TKO and the Company
dated May 14, 2001.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security Holders.
Our annual shareholders' meeting was held on June 11, 2001. At the annual
meeting, our shareholders were asked to consider and vote upon the following
matters:
(1) To elect four (4) directors to hold office until the annual meeting
of shareholders in 2002 and until their respective successors are duly elected
and qualified; and
(2) To ratify the selection of Daszkal Bolton Manela Devlin & Co. as
our independent auditors for the year ending December 31, 2001.
The results of the vote on the election of four directors to serve on the Board
of Directors, are as follows:
Director Nominee Votes For Votes Against Votes Abstained/Withheld
---------------- --------- ------------- ------------------------
Steven A. Pomerantz 3,076,427 0 5,000
Christopher Tisi 3,075,427 0 6,000
Theodore T. Alflen 3,075,927 0 5,500
William A. Husa 3,076,427 0 5,000
The names of the directors whose term of office as a director continued after
the meeting are: Steven A. Pomerantz, Christopher Tisi, Theodore T. Alflen, and
William A. Husa.
The results of the vote on the ratification of Daszkal Bolton Manela Devlin &
Co. as independent auditors for the year ending December 31, 2001, are as
follows:
Votes For Votes Against Votes Abstained/Withheld
--------- ------------- ------------------------
3,080,427 0 5,500
Item 5. Other Information.
On August 6, 2001, at a meeting of the Board of Directors of the
Company, Mr. Darryl Green was elected to fill the vacancy on our Board. Mr.
Green has been with General Nutrition Centers (GNC) from 1983 until earlier this
year, when he resigned. Since 1998, Mr. Green was the Vice President for Sales
of GNC. Prior to that, he held various positions in retail operations for GNC,
including operation of various corporate and franchise stores in the
Southeastern United States.
Item 6. Exhibits and Reports on Form 8-K.
(a) Index and Exhibits: None.
(b) Reports on Form 8-K during the fiscal quarter ended June 30,
2001: None.
11
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Dated: August 14, 2001
HEALTH & NUTRITION SYSTEMS
INTERNATIONAL, INC., a Florida corporation
(Registrant)
/s/ Steven Pomerantz
------------------------------------------
Steven Pomerantz
Chief Executive Officer and Treasurer
12