# U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

# FORM 10-QSB

| | [ X ] | QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ----- | ---------------------------------------------------------------------------------------

For
the quarterly period ended June 30, 2002

| | [     ] | TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ------- | ----------------------------------------------------------------------------------------

For the transition period from

Commission File No. 000-15243

VITAL HEALTH TECHNOLOGIES, INC.(Exact name of small business issuer as specified in its charter)

|Minnesota                       | 41-1618186         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

855 Village Center Drive, North Oaks,
 MN 55127
(Address of Principal Executive Offices)

(651) 238-8636
(Issuer's telephone number)

Former name,
address and fiscal year, if changed since last report)

Check whether the issuer
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the preceding 12 months (or for such shorter period that the
issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X]   No [  ]

APPLICABLE ONLY TO ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange
Act subsequent to the distribution of securities under a plan confirmed
by a court. Yes [X]    No  [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common equity, as of June 30, 2002: 3,740,710 shares of
common stock.

Transitional Small
Business Format:  Yes [X]    No [  ]

---

FORM 10-QSB
VITAL HEALTH TECHNOLOGIES, INC.

INDEX

| |            |                                                                                   | Page
| | ---------- | --------------------------------------------------------------------------------- | ----
| |            |                                                                                   |     
| | PART I.    | FINANCIAL INFORMATION                                                             | 3   
| |            |                                                                                   |     
| | Item 1     | Financial Statements                                                              | 3   
| |            |                                                                                   |     
| | Item 2     | Management's Discussion and Analysis of
Financial Condition and Plan of Operation | 7   
| |            |                                                                                   |     
| | PART II.   | OTHER INFORMATION                                                                 | 9   
| |            |                                                                                   |     
| | SIGNATURES |                                                                                   | 9   

---

Item 1.     Financial
Information

`VITAL HEALTH TECHNOLOGIES, INC.
                          (A Development Stage Company)

                            CONDENSED BALANCE SHEETS
                                   (Unaudited)

                                                   June 30,             December 31,
                                                     2002                  2001
                                                   ----------            ----------
              ASSETS
              ------
Current assets:
    Cash                                          $    24,112           $     1,379
    Inventory, net of valuation allowance                 - -                   - -
                                                   ----------            ----------

         Total current assets                          24,112                 1,379
                                                   ----------            ----------

    Net furniture and equipment                           - -                   - -
                                                   ----------            ----------

         Total assets                             $    24,112           $     1,379
                                                   ==========            ==========

  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable and accrued expenses         $    12,204           $    10,080
    Notes payable - convertible                        97,500               102,500
                                                   ----------            ----------
         Total current liabilities                    109,704               112,580
                                                   ----------            ----------
Stockholders' equity (deficit):
    Undesignated stock: 5,000,000 shares
      authorized; none issued and outstanding             - -                  - -
    Common stock: $.01 par value; 50,000,000
      shares authorized; shares issued and
      outstanding 3,740,710 in 2002 and
      2,594,460 in 2001                                37,407                 2,845
    Additional paid-in capital                     12,315,316            11,966,778
    Subscription receivable                          (300,000)                  - -
    Accumulated deficit                           (11,793,637)          (11,793,637)
    Deficit accumulated during the
      development stage                              (344,678)             (287,187)
                                                   ----------            ----------

        Total stockholders' equity (deficit)          (85,592)             (111,201)
                                                   ----------            ----------
         Total liabilities and
          Stockholders' equity (deficit)          $    24,112          $      1,379
                                                   ==========            ==========



                       See Notes to Financial Statements.

                                       3




                         VITAL HEALTH TECHNOLOGIES, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                        Three Months Ended          Six Months Ended
                                              June 30,                 June 30,                   Reentrance Into
                                              --------                 --------                   Development Stage
                                       2002             2001            2002           2001       To June 30, 2002
                                       ----             ----            ----           ----       ----------------

Revenues                           $        --     $     2,346     $        --     $     2,907     $    96,361

Cost of sales                               --              --              --             (38)            (38)

General and administrative
  expenses                             (10,380)        (25,551)        (52,197)        (92,841)       (771,043)

Interest expense                        (2,567)         (2,250)         (5,294)         (2,783)        (97,268)

Other income (expense)                      --              --              --              --          (7,404)

Debt forgiveness                            --              --              --              --         435,243

Income tax expense                          --              --              --              --            (529)
                                   -----------     -----------     -----------     -----------     -----------
Net income (loss)                      (12,947)        (25,455)        (57,491)        (93,110)       (344,678)

Other comprehensive
  income (loss)                             --              --              --              --              --
                                   -----------     -----------     -----------     -----------     -----------
Comprehensive income (loss)        $   (12,947)    $   (25,455)    $   (57,491)    $   (93,110)    $  (344,678)
                                   ===========     ===========     ===========     ===========     ===========
Basic earnings (loss) per share    $      (.01)    $      (.09)    $      (.01)    $      (.33)    $     (1.73)
                                   ===========     ===========     ===========     ===========     ===========
Weighted average number of
 shares outstanding                  2,801,727         283,990       1,232,193         283,990         199,240
                                   ===========     ===========     ===========     ===========     ===========

                       See Notes to Financial Statements.

                                       4




                         VITAL HEALTH TECHNOLOGIES, INC.
                          (A Development Stage Company)

                       CONDENSED STATEMENTS OF CASH FLOWS
                           Increase (Decrease) In Cash
                                   (Unaudited)
                                                                      Reentrance
                                            Six Months Ended          Development
                                                 March 31              Stage to
                                            2002          2001       June 30, 2002
                                            ----          ----       -------------
Cash flows from operating activities:

   Net income (loss)                     $ (57,491)    $ (93,110)    $(344,678)
   Adjustments to reconcile
        net income (loss) to
        cash flows from operating
        activities:
         Debt forgiveness                       --            --      (435,243)
         Indebtedness incurred
          for services and storage              --            --       400,000
         Implied compensation under

           SABS-T                           10,000            --       130,000
         Stock issued for services          23,100            --        23,100
         Warrants issued for

          consulting services                   --           550         2,012
         Depreciation                          726           974         2,672
         Valuation allowance                  (726)           --         6,878
         Inventory                              --            38            38
      Prepaid expenses                          --         7,282            --
      Accounts payable and
       other current liabilities             2,124        (6,273)       (8,470)
                                         ---------     ---------     ---------
Cash flows from operating
  activities                               (22,267)      (90,539)     (223,691)
                                         ---------     ---------     ---------

Cash flows from financing activities:

   Stock proceeds                           50,000            --        84,888
   Issuance of convertible
    notes payable                           10,000        90,000       167,038
   Principal payments                      (15,000)           --       (15,000)
                                         ---------     ---------     ---------

Cash flows from investing
  activities                                45,000        90,000       236,926
                                         ---------     ---------     ---------

Increase (decrease) in cash                 22,733          (539)       13,235
Cash:
  Beginning of year                          1,379         9,143        10,877
                                         ---------     ---------     ---------
  End of year                            $  24,112     $   8,604     $  24,112
                                         =========     =========     =========

Supplemental cash flow information:

Interest paid                            $      --     $      --     $      --
                                         =========     =========     =========
Income taxes paid                        $      --     $      --     $   1,081
                                         =========     =========     =========

                       See Notes to Financial Statements.
                                       5`

---

## NOTES TO FINANCIAL STATEMENTS

## A.     BASIS OF PRESENTATION

The
accompanying unaudited financial statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the instructions to Form 10-QSB and Article 10
of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
Operating results for the three-month period ended June 30, 2002 are not necessarily indicative of the results
that may be expected for the year ended December 31, 2002. For further information, refer to the financial
statements and footnotes thereto included in the Company's Form 10-KSB for the year ended December 31, 2001.

## Nature of Business

The
Company was incorporated on April 1, 1960, under the laws of the State of Minnesota. On September 26,
2000, the Company changed its name to Vital Health Technologies, Inc. Formerly the Company was known as Vital
Heart Systems, Inc.

In
November 1993, the Company ceased the majority of its operations. At January 1, 1994, the Company was
deemed to have reentered the development stage. From 1994 to 1997 the Company had only limited operations as it
tried to complete the design and marketing of a non-invasive, stress-free coronary artery disease (CAD) detection
device called a Variance Cardiograph. In 1997 the Company ceased all operations.

In
1998 and 1999 the Company worked with a Minnesota venture capital firm, Aurora
Capital Management, LLC (Aurora) and a Minnesota entity with compatible business
operations, Vital Health Technologies, LLC (VHT-LLC) in an effort to revitalize
the Company. These dealings ultimately led to the acquisition of VHT-LLCs
assets on December 1, 2000.

## Development Stage Company

On
January 1, 1994, the Company was deemed to have reentered the development stage.
Since that date the Company has devoted the majority of its efforts to:
maintenance of the corporate status; settlement of liabilities; technology
development and the search for a viable method of operations and/or merger
candidate.

In
1998, 1999, 2000 and 2001 the Company was fully dependent on VHT-LLC and Aurora
for the maintenance of its corporate status and to provide all managerial
assistance and working capital support for the Company.

In
2001 the Company successfully developed a new prototype for its Variance
Cardiograph heart disease testing device that shortens the test time from the
original 45-minute version to 10-minutes, while at the same time reducing the
cost of manufacturing significantly. The Company completed field-testing and has
systems installed at two locations in the St. Paul/Minneapolis area for
evaluation purposes.

During
2001, there were several unsuccessful efforts to secure $2,000,000 in financing
in order to complete plans to fully develop and market the Variance Cardiograph.
Due to lack of capital the Company decided to focus its efforts towards reducing
expenses and position itself for merger/acquisition opportunities. On January
30, 2002 the company entered into an agreement with a

6

---

Texas based finance and
consulting firm, Focus Tech Investments, Inc. (FTI) whereas FTI will provide
periodic financing and will seek out potential merger/acquisition candidates for
the Company. Vital Health Technologies has provided FTI 2,000,000 shares of
Vital Health Technologies common stock as a retainer for the services. In the
event no merger or acquisition takes place by August 30, 2002, FTI has agreed to
cancel the 2,000,000 shares of common stock.

On
April 23, 2002 the Company entered into a stock purchase agreement with Templar
Comptier, Ltd whereas the company has agreed to sell 1,146,250 shares of its
common stock for $350,000. Templar Comptier has paid $50,000 in cash for 146,250
shares that have been delivered and issued a 180-day note for $300,000 with the
remaining 1,000,000 shares being held as collateral against the note.

The
Company plans to utilize the proceeds for ongoing administrative costs, debt
payment and to finance merger/acquisition expenses.

The
Company filed an SB-2 registration with the SEC for the shares issued to Templar
Comptier, Ltd and 386,224 shares that were previously issued to shareholders of
Vital Health Technologies.

Failure
of the company to secure a merger/acquisition agreement and/or adequate
financing could result in it being unable to continue as a going concern. No
estimate can be made of the range of loss that is reasonably possible should the
Company be unsuccessful.

## Item 2.     Managements Discussion and Analysis
of Financial Condition and Plan of Operation

## Three Months Ended June 30, 2002 and 2001

The Company generated no revenue for the three months ended June 30, 2002, as compared to $2,346 revenue
for the three months ended June 30, 2001. Cost of sales for the three months
ended June 30, 2002 and 2001 were $0 and $0, respectively.

General and administrative expenses for the three months ended June 30, 2002 were $10,380, as compared to
$25,551 in the same period of 2001.

The Company had interest
expense in the amount of $2,567 for the three months ended June 30, 2002, as
compared to $2,250 interest expense for the three months ended June 30, 2001.

As a result of the foregoing, the Company realized a net loss of $12,947 for the three months ended June
30, 2002, as compared to net $25,455 for the same period in 2001.

## Liquidity and Capital Resources

At June 30, 2002, the Company had a working capital deficit of $85,592, as compared to a working capital
deficit of $111,201 at December 31, 2001. The change is primarily due to the Company selling shares of common
stock and paying off a promissory note.

The Company received $50,000 in cash from the sale of 146,250 shares of common stock and was issued a 180
day note for the amount of $300,000 in exchange for the sale of 1,000,000 shares of common stock being held as
collateral. The company anticipates utilizing the proceeds to finance administrative expenses, debt payments and
merger/acquisition expenses.

7

---

On May 8, 2002 the Company paid off a 10% - $15,000 note due Aurora Capital Management that was issued
January 30, 2001. The total amount including interest was $16,915. The Company's balance sheet shows $97,500 in
notes payable-convertible that is represented by five individuals. As the proceeds become available from the
stock sale to Templar Comptier, Ltd., the Company's plan is to pay off the debt owed.

## Stock Purchase Agreement with Templar Comptier, Ltd.

On April 23, 2002 the board of directors approved a stock purchase agreement with Templar Comptier, Ltd, a
London based investment-banking firm with offices in the United States. Templar Comptier purchased 1,146,250
shares of Vital Health Technologies, Inc. common stock for a total of $350,000. The company issued and delivered
146,250 shares of stock after receiving $50,000. Simultaneous with the agreement, a 180-day note for $300,000 has
been issued to Vital Health Technologies for the remaining 1,000,000 shares. The Company is holding the shares as
collateral until the note is paid in full.

On June 6, 2002 the Company filed an SB-2 registration with the Securities and Exchange Commission for all
the shares sold to Templar Comptier, Ltd. and 386,224 shares held by the seven shareholders. The effective date
for the registration was June 24, 2002.

## Plan for the next 12 months.

Our plan for the next 12 months is to handle the administrative and reporting requirements of a public
company and to seek merger/acquisition opportunities while maintaining evaluation sites for the Variance
Cardiograph.

## Forward-Looking Statement Notice

When used in this report, the words "may," "will," "expect," "anticipate," "continue," "estimate,"
"project," "intend," and similar expressions are intended to identify forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
regarding events, conditions, and financial trends that may affect the Company's future plans of operations,
business strategy, operating results, and financial position. Persons reviewing this report are cautioned that
any forward-looking statements are not guarantees of future performance and are subject to risks and
uncertainties and that actual results may differ materially from those included within the forward-looking
statements as a result of various factors. Such factors are discussed above and also include general economic
factors and conditions that may directly or indirectly impact the Company's financial condition or results of
operations.

8

---

# PART II.
OTHER INFORMATION

## Item 6 - 
Exhibits and Reports on Form 8-K

## Reports on
Form 8-K

None

## Exhibits

None

# SIGNATURES

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.

|                        | Vital Health Technologies, Inc.                   
|----------------------- | --------------------------------------------------
|                        |                                                   
|Date:  August 6,   2002 | By:  /s/ Lloyd Woelfle
Lloyd WoelfleDirector      
|                        |                                                   
|                        | By:  /s/ Stephen Muscanto
Stephen MuscantoDirector

9