FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended Commission File December 31, 2003 No. 0-1587 GNC ENERGY CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 75-1050549 (State or other jurisdiction of (IRS Employer ID No.) incorporation or organization) 8235 Douglas Ave., Suite 1201 Dallas,Texas 75225 (address of principal executive offices and zip code) (214) 691-9436 (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_____ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at Class December 31, 2003 Common Stock, $0.40 par value 5,203,706 GNC ENERGY CORPORATION INDEX Part I FINANCIAL INFORMATION	 Page No. Consolidated Balance Sheets - December 31, 2003 and September 30, 2003.................................2 - 3 Consolidated Balance Sheets - March 31, 2003 and March 31, 2002.....................................4 - 5 Consolidated Statement of Operations - Three Months Ended December 31, 2003 and September 30, 2003 .........6 Consolidated Statement of Operations - Nine Months Ended December 31, 2003 and December 31, 2002..............7 Consolidated Statement of Changes in Stockholders' Equity, (Deficit) - Three Months Ended December 31, 2003..........................................9 Condensed Consolidated Statements of Changes in Financial Position -Nine Months Ended December 31, 2003.............10 Part II OTHER INFORMATION Management's Discussion and Analysis of Financial Condition and Results of Operations................................................11 Signatures.....................................................12 PART I. FINANCIAL INFORMATION GNC ENERGY CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS 12-31-03 9-30-03 Current assets: Cash $ -	$ - Prepaid Expenses/Deposits -	 729 Inventory -	 - Total Current Assets - 729 Property, Plant and Equipment at Cost, substantially pledged: Oil and Gas 0 0 Total Property, Plant & Equip. 0 0 Less Accumulated Depreciation, Depletion and Amort. 0 0 Net Fixed Assets 0 0 Total Assets $ 0 $ 729 (2) GNC ENERGY CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY 12-31-03 9-30-03 Current Liabilities: Accounts Payable 2,874,789 2,871,415 Accrued Expenses 2,011,726 2,011,726 Accrued Interest Expense 2,339,892 2,308,351 Total Current Liabilities $ 7,226,407 $ 7,191,492 Stockholders' Equity (Deficit): Common Stock, $.40 par value Authorized - 10,000,000 shares Issued and outstanding - 5,203,706 shares in 2000 and 1999 2,081,482 2,081,482 Capital in excess of par value 17,000,421 17,000,421 Accumulated Deficit (26,308,310)(26,272,666) Total Equity ( 7,226,407)( 7,190,763) Total Liabilities and Equity $ 0 $ 729 (3) GNC ENERGY CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS 3-31-03 3-31-02 Current Assets: Cash - - Accounts Receivable - - Recoverable Deposits - - Prepaid Expenses - - Total Current Assets - - Property, Plant and Equipment at Cost, Substantially Pledged: Oil and Gas 0 0 Less Accumulated Depreciation, Depletion and Amortization 0 0 Total Fixed Assets 0 0 Total Assets $ - $ - (4) GNC ENERGY CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY 3-31-03 3-31-02 Current Liabilities: Accounts Payable 2,863,044 2,995,184 Accrued Expenses 2,011,726 2,011,726 Accrued Interest Expense 2,245,271 2,312,554 Total Current Liabilities 7,120,041 7,319,464 Stockholders' Equity (Deficit): Common Stock, $.40 par value Authorized - 10,000,000 shares Issued and Outstanding - 5,203,706 Shares in 2000 and 1999 2,081,482 2,081,482 Capital in Excess of Par Value 17,000,421 17,000,421 Accumulated Earnings(Deficit) (26,201,944)(26,401,367) Total Equity ( 7,120,041)( 7,319,464) Total Liabilities and Equity $ 0 $ 0 (5) GNC ENERGY CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Three Months Ended 12-31-03 9-30-03 Net Sales 0 0 Cost and Expenses: Cost of Sales 100 0 General and Administrative 4,004 3,512 Depreciation, Depletion, and Amortization 0 - Total Oil/Gas Operating Expenses 4,104 3,512 Income (Loss) from Operations ( 4,104) ( 3,512) Other Income Extraordinary Income 0 - Other Expenses Interest, Net 31,541 31,541 Extraordinary Expenses - - Property Taxes - - Other Income(Loss) ( 31,541) ( 35,053) Net Gain(Loss) $( 35,645) $(35,053) Gain(Loss) per Share $ (.007) $ (.01) Weighted Average Shares Outstanding 5,203,706 5,203,706 (6) GNC ENERGY CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Nine Months Nine Months Ended Ended 12-31-03 12-31-02 Net Sales 0 0 Cost and Expenses: Cost of Sales/Lease Rentals - 308 General and Administrative 7,641 9,969 Depreciation, Depletion and Amortization 0 0 Total Operations Expenses	 7,641 10,277 Income(Loss) from Operations ( 7,641) ( 10,277) Other Income Extraordinary Income - 283,613 Other Expenses Interest, Net 63,080 95,866 Extraordinary Loss - - Misc. Taxes - 107 Miscellaneous - - Other Income(Loss) (63,080) 187,640 Net Gain (Loss) (70,721) 177,363 Gain (Loss) per Share (.01) .03 Weighted Average Shares Outstanding 5,203,706 5,203,706 (7) GNC ENERGY CORPORATION CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) Capital in Common Stock Excess of Accumulated Shares Amount Par Value Deficit__ Balance 9/30/03 5,203,706 2,081,482 17,000,421 (26,272,666) Net Loss - - - (35,645) Balance 12/31/03 5,203,706 2,081,482 17,000,421 (26,308,311) (8) GNC ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION (UNAUDITED) Three Months Three Months Ended Ended 12-31-03 9-30-03 Financial resources were applied to: Net Gain(Loss) (35,645) (35,052) Lease & Well Equipment Items not affecting working capital: Depreciation, Depletion, and Amortization - - Increase(Decrease) in working capital (35,645) (35,052) Changes in elements of working capital Cash - - Accounts receivable - - Other current assets (729) 729 Decrease (Increase) in accounts payable and accrued expenses (34,916) (35,781) Increase (Decrease) in working capital $ (35,645) $ (35,052) (9) GNC ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION (UNAUDITED) Nine Months Nine Months Ended Ended 12-31-03 12-31-02 Financial resources were applied to: Net Gain(Loss) (106,366) 177,362 Lease & Well Equipment Items not affecting working capital: Depreciation, Depletion, and Amortization 0 0 Increase(Decrease) in working capital (106,366) 177,362 Changes in elements of working capital Cash - - Accounts receivable - - Other current assets - 682 Decrease (Increase) in accounts payable and accrued expenses (106,366) 176,680 Increase (Decrease) in working capital $ (106,366) $ 177,362 (10) GNC ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position as of December 31, 2003. We are continuing to work with our creditors to attempt to achieve a plan of reorganization without bankruptcy. 2. The results of operations for the three-month period and nine-month periods ended December 31, 2003, are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended March 31, 2003. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATION Income Taxes - No provisions were made for the period ended December 31, 2003, since the Company has unused deductions for financial statement purposes. (11) GNC ENERGY CORPORATION 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. GNC ENERGY CORPORATION (Registrant) By:______________________ W. H. Hudson President and Chief Financial Officer February 12, 2004 (12)