UNITED STATES
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                           SEC File Number: 000-29245
                             CUSIP Number: 42216P205


(Check One)       [X]      Form 10-K        [ ]Form 20-F       [ ]Form 11-K
                  [ ]      Form 10-Q        [ ]Form N-SAR

                           For Period Ended:   December 31, 2000
                                               -----------------
                  [  ]     Transition Report on Form 10-K
                  [  ]     Transition Report on Form 20-F
                  [  ]     Transition Report on Form 11-K
                  [  ]     Transition Report on Form 10-Q and 10-QSB
                  [  ]     Transition Report on Form N-SAR
                           For the Transition Period Ended:

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

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                         PART I - REGISTRANT INFORMATION

Health & Nutrition Systems International, Inc.
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Full Name of Registrant


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Former Name if Applicable


3750 Investment Lane, Suite 5
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Address of Principal Executive Office (Street and Number)


West Palm Beach, Florida 33407
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City, State and Zip Code

                        PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box)

[X]      a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

[X]      (b) The subject annual report, semi-annual report, transition report on
Form10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and

[ ]      (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.





                              PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.

         The Company's annual report on Form 10-K for the fiscal year ended
December 31, 2000 cannot be filed within the prescribed time period because the
Company is experiencing delays in obtaining its audited financial statements.
The report on Form 10-K cannot be timely filed without unreasonable effort or
expense. The Registrant anticipates the filing of its Form 10-K by the extended
due date.


                           PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

            Wayne T. Crowder        561              650-7923
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               (Name)           (Area Code)      (Telephone Number)

(2)      Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s) [X] Yes [ ] No

(3)      Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? [ ]
Yes [ X ] No

         If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.




                 Health & Nutrition Systems International, Inc.
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date   March 29, 2001.           By: /s/Steven A. Pomerantz
                                    -----------------------------------------
                                     Steven A. Pomerantz
                                     Chief Executive Officer and Treasurer



                                    ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).