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 June 30, 2004 Commission File No. 0-1587 GNC ENERGY CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 75-1050549 (State or other jurisdiction of (I.R.S. Employer Identification 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	 June 30, 2004 Common Stock, $0.40 par value 5,203,706 GNC ENERGY CORPORATION INDEX Part I Financial Information: Page No. Consolidated Balance Sheets - June 30, 2004 and March 31, 2004....................................... 3 Consolidated Statement of Operations - Three Months Ended June 30, 2004 and June 30, 2003.................... 5 Consolidated Statement of Changes in Stockholders' Equity, (Deficit) - Three Months Ended June 30, 2004..... 6 Condensed Consolidated Statements of Changes in Financial Position - Three Months Ended June 30, 2004.... 7 Notes to Consolidated Financial Statements.................... 8 Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 9 Part II Other Information: Item 6. Exhibits and Reports on Form 8-K..................... 10 (2) PART I: FINANCIAL INFORMATION GNC ENERGY CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS June 30,	March 31, 2004 2004 Current Assets: Cash $ - $ - Prepaid Expenses -	 60 ________-	 ___________- Total current assets -	 60 Property, plant and equipment at cost, substantially pledged: Oil and gas - - - - - - Less accumulated depreciation, depletion and amortization - - 0	 0 $ 0 $ 60 See accompanying notes. (3) GNC ENERGY CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) LIABILITIES AND STOCKHOLDERS' EQUITY June 30, March 31, 2004	 2004 Current liabilities: Accounts payable $ 2,883,165 $ 2,879,022 Accrued expenses 2,011,726	 2,011,726 Accrued interest expense 2,402,972	 2,371,432 Total current liabilities $ 7,297,863	 $ 7,262,180 Stockholders' equity (deficit): Common stock, $.40 par value Authorized - 10,000,000 shares Issued and outstanding - 5,203,706 2,081,482 2,081,482 Capital in excess of par value 17,000,421	 17,000,421 Accumulated deficit (26,379,766) (26,344,023) Total Stockholders' Equity ( 7,297,863) ( 7,262,120) Total Liabilities and Equity $ 0	 $ 60 See accompanying notes. (4) GNC ENERGY CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Three Months Ended Three Months Ended June 30, 2004	 June 30, 2003 Oil & Gas Revenues $ - $ - Administrative Overhead Fees -	 - -	 - Cost and expenses: Cost of sales -	 - General and administrative 4,203 4,129 Depreciation, depletion, and amortization -	 - 4,203	 4,129 Income/Loss from operations (4,203) (4,129) Other Income Extraordinary Income -	 - Other Expenses Other -	 - Interest, net 31,540 31,540 Extraordinary Loss -	 - Taxes General -	 - Other Income before taxes ( 31,540) ( 31,540) Net loss $ ( 35,743) $ ( 35,669) Earnings(Loss) per share $ (0.007) $ (0.007) See accompanying notes. (5) 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 at 3-31-04 5,203,706	 $2,081,482	 $17,000,421 $(26,344,023) Other adjustment - Net profit ( 35,743) Balance at 6-30-04 5,203,706 	$2,081,482 $17,000,421 $(26,379,766) See accompanying notes. (6) GNC ENERGY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION (UNAUDITED) Three months ended June 30, 2004 June 30, 2003 Financial resources were applied to: Net loss before extraordinary items $ (35,743) $ ( 35,669) Items not affecting working capital: Depreciation, depletion, and amortization -	 - Working capital applied to operations (35,743) ( 35,669) Financial resources were provided by: Fixed Assets -	 - Extraordinary items - - Increase(decrease) in working capital $ ( -) $ - Changes in elements of working capital: Cash	 $ - $ - Prepaid Expenses (60) - Accounts payable and accrued expenses (35,683) (35,669) Increase(decrease) in working capital $ (35,743) $ (35,669) See accompanying notes. (7) GNC ENERGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 2004, and March 31, 2004, and the consolidated results of operations and changes in financial position indicated. The results of operations for the three-month period ended June 30, 2004, 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 Form 10-K for the year ended March 31, 2004. (8) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION There is a negative stockholders' equity in the Corporation. We are continuing to work with our creditors to attempt to achieve a plan of reorganization without bankruptcy. RESULTS OF OPERATIONS Oil and Gas Operations - There were no oil and gas sales for the three- month period ended June 30, 2004. Income Taxes - No tax provisions were made for the three months ended June 30, 2004, since the Company has unused deductions for income tax purposes. (9) PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K There were no reports on Form 8-K filed for the three months ended June 30, 2004. 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 By:________________________ Date: August 13, 2004 W. H. Hudson President and Chief Financial Officer (10)