SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                               SEC File Number 000-29245
                                               CUSIP Number:  42216P205

                           NOTIFICATION OF LATE FILING


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

          For Period Ended: December 31, 2001

     [_]  Transition Report on Form 10-K

     [_]  Transition Report on Form 20-F

     [_]  Transition Report on Form 11-K

     [_]  Transition Report on Form 10-Q

     [_]  Transition Report on Form N-SAR

          For the Transition Period Ended:______________________________________

     Read attached  instruction  sheet before  preparing  form.  Please print or
type.

     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: ________________________



                                     PART I
                             REGISTRANT INFORMATION



Full name of registrant:   Health & Nutrition Systems International,Inc.

Former name if applicable:

________________________________________________________________________________

Address of principal executive office (Street and number)

 3750 Investment Lane, Suite 5
________________________________________________________________________________

City, state and zip code

 West Palm Beach, FL  33407
________________________________________________________________________________



                                    PART II
                             RULE 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 box if appropriate.)

[X]  |    (a)  The reasons  described in  reasonable  detail in Part III of this
     |         form  could  not be  eliminated  without  unreasonable  effort or
     |         expense;
     |
     |    (b)  The subject annual report,  semi-annual report, transition report
     |         on Form 10-K,  20-F,  11-K or Form N-SAR, or portion thereof will
[x]  |         be filed  on or  before  the  15th  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 why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
or the  transition  report  portion  thereof  could  not  be  filed  within  the
prescribed time period. (Attach extra sheets if needed.)

The Company's annual report on Form 10-KSB for the fiscal year ended December
31, 2001 could not be filed within the prescribed time period because of
additional time required by the Registrant's management to compile certain
information to be included in the Report.  The report on Form 10-KSB cannot be
timely filed without unreasonable effort or expense.  The Registrant anticipates
the filing of its Form 10-KSB by the extended due date.







                                    PART IV
                               OTHER INFORMATION

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

       Denise G. Reeder                        561     650-7962
     ---------------------------------------------------------------------------
                       (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?
                                                                 [X] Yes  [ ] 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.

Net loss for the year ended December 31, 2001 is estimated to be approximately
$1,399,000.  Net income for the year ended December 31, 2000 was approximately
$70,000.  This change is primarily due to increased cost of sales, and increased
operating expenses, relating to the introduction of three new products during
fiscal year 2001.



                    Health & Nutrition Systems International, Inc.

- --------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

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


Date   April 1, 2002                      By /s/ Chris Tisi
    -------------------            ---------------------------------------------
                                       Interim Chairman of the Board, Chief
                                       Executive Officer and President

          INSTRUCTION:  The form may be signed by an  executive  officer  of the
     registrant  or by any other duly  authorized  representative.  The name and
     title of the person signing the form shall be typed or printed  beneath the
     signature.  If the  statement is signed on behalf of the  registrant  by an
     authorized  representative  (other than an executive officer),  evidence of
     the representative's authority to sign on behalf of the registrant shall be
     filed with the form.


                                    ATTENTION

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