UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2005

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the transition period from _____ to _____


                       Commission file number: 333-109458


                                  IHealth, Inc.
                                  -------------
        (Exact name of small business issuer as specified in its charter)


                   Delaware                               13-4204191
      -------------------------------                 -------------------
      (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                 Identification No.)


         5499 North Federal Highway, Suite D, Boca Raton, Florida 33487
         --------------------------------------------------------------
                    (Address of principal executive offices)


                                  561-989-3600
                                  ------------
                           (Issuer's telephone number)


                                 not applicable
                                 --------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: 73,019,999 shares of common stock as
of August 11, 2005.

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

<PAGE>
                                  IHEALTH, INC.

                 Form 10-QSB for the period ended June 30, 2005

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements in this quarterly report on Form 10-QSB contain or
may contain forward-looking statements that are subject to known and unknown
risks, uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. These forward-looking statements were based on various factors and
were derived utilizing numerous assumptions and other factors that could cause
our actual results to differ materially from those in the forward-looking
statements. These factors include, but are not limited to, our ability to our
ability to raise capital, obtain and retain customers, develop brand recognition
and distributor relationships for our products, execute our business strategy in
a very competitive environment, our degree of financial leverage, risks related
to market acceptance and demand for our products, and other factors. Most of
these factors are difficult to predict accurately and are generally beyond our
control. You should consider the areas of risk described in connection with any
forward-looking statements that may be made herein. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this report. Readers should carefully review this quarterly report
in its entirety, including but not limited to our financial statements and the
notes thereto. Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. For any
forward-looking statements contained in any document, we claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.

         When used in this quarterly report, the terms "IHealth," the "Company,"
" we," "our," and "us" refers to IHealth, Inc. a Delaware corporation, and our
subsidiary.

                                      INDEX

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheet at June 30, 2005 (unaudited)...............1
         Consolidated Statements of Operations for the three and
           six months ended June 30, 2005 and 2004 (unaudited).................2
         Consolidated Statements of Cash Flows for the
           six months ended June 30, 2005 and 2004 (unaudited).................3
         Notes to Consolidated Financial Statements (unaudited) ...............4

Item 2.  Management's Discussion and Analysis or Plan of Operation.............7

Item 3.  Controls and Procedures..............................................12

Part II  Other Information....................................................12

                                       ii
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                                  IHEALTH INC.
                           Consolidated Balance Sheet
                                  June 30, 2005
                                   (Unaudited)
________________________________________________________________________________

                                     ASSETS

CURRENT ASSETS:
  Cash ...........................................................    $ 133,919
  Accounts receivable, net .......................................       24,474
  Inventory ......................................................       84,285
                                                                      ---------
    Total currents assets ........................................      242,678

Property and equipment, net ......................................       36,667

Deposits .........................................................        1,450
                                                                      ---------

  TOTAL ASSETS ...................................................    $ 280,795
                                                                      =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Account payable ..................................................    $  34,116
Accrued interest .................................................       17,564
Accrued payroll ..................................................      379,575
Notes payable - related parties ..................................       30,000
                                                                      ---------
  Total current liabilities ......................................      461,255

Note payable .....................................................      200,000

Common Stock Subject to Rescission Offer, $.0001  par value,
    17,520,000 shares issued and outstanding .....................      175,200
                                                                      ---------

COMMITMENTS AND CONTINGENCIES ....................................            -

STOCKHOLDERS' DEFICIT
Common stock $.0001 par value authorized 200,000,000 shares ......            -
54,499,999 shares issued and outstanding .........................        5,550
Additional paid-in capital .......................................      246,021
Accumulated deficit ..............................................     (807,231)
                                                                      ---------
  TOTAL STOCKHOLDERS' DEFICIT ....................................     (555,660)
                                                                      ---------

  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ....................    $ 280,795
                                                                      =========

          See accompanying notes to consolidated financial statements.

                                        1
<PAGE>
<TABLE>
                                            IHEALTH INC.
                                Consolidated Statement of Operations
                     For the Three and Six Month's Ended June 30, 2005 and 2004
                                             (Unaudited)

<CAPTION>
                                          For the Three Month's Ended    For the Six Month's Ended
                                                   June 30,                      June 30,
                                              2005           2004           2005           2004
                                          ------------   ------------   ------------   ------------
<S>                                       <C>            <C>            <C>            <C>
Sales ..................................  $     61,522   $     23,257   $     91,107   $     40,307
Cost of goods sold .....................        28,059         13,541         45,497         27,244
                                          ------------   ------------   ------------   ------------

  Gross Profit .........................        33,463          9,716         45,610         13,063

OPERATING EXPENSES:
  General and administrative expenses ..       118,010         56,701        218,395        108,048
  Depreciation .........................         1,821            158          1,977            314
                                          ------------   ------------   ------------   ------------

  TOTAL OPERATING EXPENSES .............       119,831         56,859        220,372        108,362
                                          ------------   ------------   ------------   ------------

  OTHER INTEREST INCOME / (EXPENSE), Net         4,541          3,110         12,263          6,138
  GAIN ON RECISSION INTEREST ...........             -              -        (28,318)             -
                                          ------------   ------------   ------------   ------------
                                                 4,541          3,110        (16,055)         6,138

  Net loss before income taxes .........       (90,909)       (50,253)      (158,707)      (101,437)
                                          ------------   ------------   ------------   ------------

  Income taxes .........................             -              -              -              -

                                          ------------   ------------   ------------   ------------
NET LOSS ...............................  $    (90,909)  $    (50,253)  $   (158,707)  $   (101,437)
                                          ------------   ------------   ------------   ------------

Weighted average number of common shares
  outstanding Basic and Fully Diluted ..    54,740,741     53,500,000     54,172,222     53,500,000
                                          ============   ============   ============   ============

Basic and Fully net loss per share .....  $      (0.00)  $      (0.00)  $      (0.00)  $      (0.00)
                                          ============   ============   ============   ============

                    See accompanying notes to consolidated financial statements.

                                                  2
</TABLE>
<PAGE>
                                  IHEALTH INC.
                      Consolidated Statement of Cash Flows
                For the Six Month's Ended June 30, 2005 and 2004
                                   (Unaudited)

                                                           For the Six Month's
                                                              Ended June 30,
                                                             2005        2004
                                                          ---------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss .............................................  $(158,707)  $(101,437)
  Adjustments to reconcile net loss to net cash used in
   operating activities
    Depreciation .......................................      1,977         314
    Allowance for uncollectable accounts ...............      8,886           -
  Changes in operating assets and liabities
    Increase in accounts receivable ....................    (29,628)     (9,079)
    (Increase) decrease in inventory ...................    (56,445)     (5,410)
    Increase in deposits ...............................        729           -
    Accounts payable and accrued expenses ..............    (19,365)     13,946
    Accrued payroll ....................................     66,667      56,250
                                                          ---------   ---------

    CASH FLOWS USED IN OPERATING ACTIVITIES ............   (185,886)    (45,416)
                                                          ---------   ---------

  INVESTING ACTIVITIES:
    Purchase of equipment ..............................    (37,947)          -
                                                          ---------   ---------
  CASH FLOWS USED IN INVESTING ACTIVITIES ..............    (37,947)          -
                                                          ---------   ---------


  CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from issuance of common stock .............    150,000           -
    Refund of stock subject to recession ...............     (6,000)          -
                                                          ---------   ---------

  CASH FLOWS FROM FINANCING ACTIVITES ..................    144,000           -
                                                          ---------   ---------

  NET INCREASE (DECREASE)  IN CASH AND CASH EQUVALENTS .    (79,833)    (45,416)

  CASH AND CASH EQUIVALENTS, Beginning .................    213,752      79,447
                                                          ---------   ---------

  CASH AND CASH EQUIVALENTS, Ending ....................  $ 133,919   $  34,031
                                                          =========   =========

  SUPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
  Interest paid ........................................  $       -   $       -
                                                          =========   =========
  Income taxes .........................................  $       -   $       -
                                                          =========   =========

          See accompanying notes to consolidated financial statements.

                                        3

<PAGE>
                          IHEALTH, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

NOTE 1.  BASIS OF PRESENTATION AND ORGANIZATION

(A) BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules and regulations of the Securities and Exchange Commission for
interim financial information. Accordingly, they do not include all the
information necessary for a comprehensive presentation of financial position and
results of operations.

It is management's opinion however, that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.

(B) PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, Teeka Tan, Inc. Intercompany accounts and
transactions have been eliminated in consolidation.

(C) USE OF ESTIMATES

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reported period. Actual results could differ
from those estimates.

(D) EARNINGS PER SHARE

Basic and diluted net income per common share is computed based upon the
weighted average common shares outstanding as defined by Financial Accounting
Standards No. 128, "Earnings Per Share." As of June 30, 2005 and 2004, the
effect of dilute securities was anti-dilutive and not included in diluted
earnings per share.

(E) INCOME TAXES

For the six months ended June 30, 2005, the Company accounts for income taxes
under the Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" ("Statement 109"). Under Statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.

                                        4
<PAGE>
                          IHEALTH, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

NOTE 2.  ACCOUNTS RECEIVABLE

    Accounts receivable at June 30, 2005 consisted of the following:

         Accounts receivable .............................     $ 37,473
         Less allowance for doubtful accounts ............       12,999
                                                               --------

         Accounts receivable, net ........................       24,474
                                                               ========

During the six months ended June 30, 2005 and 2004, the Company recorded an
allowance for uncollectable accounts receivable of $8,886 and $0, respectively.

NOTE 3.  NOTES PAYABLE - RELATED PARTY

In December 2004 our three executive officers and one of our employees lent us
an aggregate of $30,000 for general working capital. Under the terms of these
notes, the principal and interest at the rate of 4% per annum are due on demand,
provided, however, that the lender may not demand payment until such time as the
rescission offer described elsewhere herein has been completed and all
stockholders who have accepted the rescission offer have been paid in full.

NOTE 4.  CONVERTIBLE NOTE PAYABLE - STOCKHOLDER

In August 2004 the Company issued a $200,000 convertible debenture to a
principal stockholder of the Company. The debenture pays interest of 10% per
annum, and all principal and accrued interest is due on or before August 26,
2006. Commencing on August 26, 2005 all or any portion of the principal amount
of debenture and any accrued but unpaid interest is convertible at the option of
the holder into shares of our common stock at a conversion price of $0.075 per
share. There was no beneficial conversion feature on the issue of the note
payable.

NOTE 5.  EQUITY TRANSACTIONS

In March 2005, the Company sold 333,333 units to an accredited investor for
gross proceeds of $25,000. Each unit consists of one share of common stock and
one three year stock purchase warrants exercisable at $0.15 per share.

In May 2005, the Company sold a total of 1,666,667 units to two accredited
investor's for gross proceeds of $125,000. Each unit consists of one share of
common stock and one three year stock purchase warrants exercisable at $0.15 per
share.

NOTE 6.  AUTHORIZED SHARES

In September 2003, the Company offered an initial rescission offer to its
investors who had purchased common stock of the Company prior to February 13,
2003, since the Company had discovered that the authorized capitalization was
insufficient to permit the Company to issue the Common stock. The Company
amended the Certificate of Incorporation authorizing the Company to increase its
authorized shares to 200,000,000. All such investors had waived their rights to
the initial rescission of the original issuance of common stock as of June 30,
2005 (See Note 9).

                                        5
<PAGE>
                          IHEALTH, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          AS OF JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

NOTE 7.  WARRANTS

During the year ended December 31, 2003, there were 120,800 warrants issued
pursuant to the private placement offer. These warrants expire on July 25, 2006,
and are all callable by the Company for $0.0001 per share if the stock exceeds
$1.00 trading value per share. The 120,800 issued warrants consisted of 120,800
Series A warrants to purchase 2,416,000 shares of common stock at $.25 per
share, 120,800 Series B warrants to purchase 6,040,000 shares of common stock at
$.37 per share and 120,800 Series C warrants to purchase 3,624,000 shares of
common stock at $.50 per share. In March 2005, the Company issued an additional
333,333 warrants to an investor with an exercise price of $. 15 per share, the
warrants expire three years from the date of issuance. In May, 2005, the Company
issued an additional 1,666,667 warrants to an investor with an exercise price of
$. 15 per share, the warrants expire three years from the date of issuance

NOTE 8.  COMMON STOCK SUBJECT TO RESCISSION OFFER

In October 2003, the Company learned that the private placement offers made both
prior to and after February 14, 2003 may have violated federal securities laws
based on the inadequacy of the Company's disclosures made in its offering
documents for the units concerning the lack of unauthorized shares. Based on
potential violations that may have occurred under the Securities Act of 1933,
the Company is making a rescission offer to both investors who acquired the
Company's common stock prior to February 13, 2003 and who had received the
initial rescission offer, as well as to investors who had acquired the Company's
common stock subsequent to February 14, 2003, since they were not informed of
the original rescission offer. As such, the proceeds of $181,200 from the
issuance of 18,120,000 shares of common stock through April 30, 2003 have been
classified outside of equity in the balance sheet and classified as common stock
subject to rescission.

In March 2005, the Company refunded one investor their investment of $6,000 plus
accrued interest of $1,153 in the return of 600,000 shares of common stock.

NOTE 9.  RELATED PARTY TRANSACTIONS

See Notes 3 and 4

NOTE 10. GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net
loss of $158,692 a working capital deficiency of $218,577, a stockholders'
deficiency of $555,660 and used cash in operations of $185,885. These factors
raise substantial doubt about the Company's ability to continue as a going
concern.

The Company's continued existence is dependent upon its ability to raise capital
and to successfully market and sell its products. The financial statements do
not include any adjustments that might be necessary should the Company be unable
to continue as a going concern.

NOTE 11. SUBSEQUENT EVENTS

In July 2005 the Company commenced an additional 30-day rescission offer to
investors who purchased securities from the Company between 2002 and April 2003
as described later in this report under Part II- Other Information, Item 5.
Other Events. If all eligible investors elected to accept the rescission offer,
the Company would be required to refund investments totaling $181,200, plus
interest on those funds from the date of investment through the date of the
acceptance of the rescission offer at 7% per annum. As of the date of this
report no stockholder has indicated his or her intent to accept the rescission
offer.
                                        6
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         The following discussion and analysis should be read in conjunction
with our financial statements and the accompanying notes appearing elsewhere in
this Quarterly Report.

OVERVIEW

         We were organized in April 2002. During fiscal 2002 and fiscal 2003,
our activities were primarily limited to development of our business plan,
launching our TeekaTan product line, and development of our marketing model. We
began to report revenues during the last part of fiscal 2003 from sales of our
TeekaTan sun care products. Our products are manufactured for us by a third
party contract manufacturer of sun care products. We do not view research to be
important at this stage of our development, but in future periods we anticipate
that we will introduce new products to our product line under out brand name
which were developed by our manufacturer.

         We operate in a very competitive industry which is dominated by a
limited number of companies. Our initial barrier to entry in this market has
been relatively low through our use of a third party manufacturer; however, in
order to be successful, we must steadily increase our market penetration. While
we believe that customers on vacation expect to see brands different to those to
which they are accustomed which may facilitate our market entry, we have not
undertaken any formal market survey, our assumptions may prove to be incorrect.
As a result of the small size of our company and limited marketing budget, there
are no assurances we will be successful in competing in our market segment or in
developing any brand recognition or loyalty.

         We market our products to resorts, hotels and retailers with beach
locations in south Florida, Bermuda, the Bahamas, Maine, Maryland, New Jersey
and California. At present, our products are sold at in excess of 200 locations.
We sell primarily to beach front stores and hotels with high volume tourist
traffic. Our sales for the six months ended June 30, 2005 increased
approximately 126%, or $50,800, from the comparable six month period in fiscal
2004. We believe we have begun to establish our brand name and during fiscal
2005 we began seeking to transition our sales efforts to include some of the
larger retailers and retail chains. During fiscal 2005 we have also added to the
number of our full time sales personnel and expanded our marketing efforts. As a
result of these efforts, our sales products are now carried in approximately 25
Walgreen's stores and we reasonably believe we will be able to add additional,
larger retail outlets during the balance of fiscal 2005 and in fiscal 2006. In
August 2005 we made our first appearance as a vendor at one of our industry's
most important trade shows, the EPPS Sun Care Event in Fort Lauderdale, Florida.
This trade show provided us an opportunity to introduce our products to larger
retailers and retail chains from across the U.S. and internationally.

         Our gross profit margin for the six months ended June 30, 2005
increased by 17.7% from the comparable six month period in fiscal 2004. As we
continue to increase our sales, our corresponding need to purchase larger
quantities of product will in turn make us eligible for volume discounts for the
purchase bottles, caps, lotions, and labels which we believe will in turn
further increase our gross profit margins. Our general and administrative
expenses have increased approximately 102%, or $110,347, for the six months
ended June 30, 2005 as compared to the six months ended June 30, 2004 which is
primarily the result of compensation costs associated with increased sales
personnel and our expanded marketing efforts during fiscal 2005. We anticipate
that our general and administrative expenses will continue to increase in future
periods as we further expand our marketing and sales efforts. As described
elsewhere herein, in an effort to conserve our available cash resources, our
senior management is deferring all compensation.

                                        7
<PAGE>

         In the future, we may seek to expand our business through acquisitions
of other companies which operate in our industry; however, we are not presently
a party to any agreement with any third party for any acquisitions and given our
limited resources we may have difficulty closing the acquisition of any target
companies we may identify in the future.

RESULTS OF OPERATIONS

         We reported sales of $61,522 for the three months ended June 30, 2005
as compared to sales of $23,257 for the three months ended June 30, 2004, which
represented an increase of $38,265 or approximately 164%. We reported sales of
$91,107 for the six months ended June 30, 2005 as compared to sales of $40,307
for the comparable period in fiscal 2004, representing an increase of $50,800 or
approximately 126%. The increase in our sales during the fiscal 2005 reflects
the introduction of our full product line, our increased marketing efforts and
the increase in retail locations selling our products. In May 2005 we introduced
our new line of after-sun care products including tan extender and skin
replenished and introduced new packaging for our tanning oils. While we
anticipate that our sales will continue to increase during the year ending
December 31, 2005, as a result of our limited operating history and the
competitive industry in which we operate, we cannot assure you we will be
successful in continuing the revenue growth of our company in future periods.

         Cost of goods sold as a percentage of revenues was approximately 45.6%
for the three months ended June 30, 2005 as compared to approximately 58.2% for
the three months ended June 30, 2004. Cost of goods sold as a percentage of
revenues was approximately 49.9% for the six months ended June 30, 2005 as
compared to approximately 67.6% for the six months ended June 30, 2004. Our
gross profit for the three months and six months ended June 30, 2005 was
approximately 54.4% and approximately 50.1%, respectively, of our sales, as
compared to approximately 41.8% and approximately 32.4%, respectively, of our
sales for the three months and six months ended June 30, 2004. These decreases
in cost of goods sold as a percentage of revenues and increases in margins are
both the result of volume discounts from our manufacturer as a result of our
ordering in greater quantities during the fiscal 2005 as compared to fiscal
2004. Our cost on our products may continue to decrease slightly, thereby
marginally increasing our gross profit margins, if we are able to continue to
increase our sales in future periods.

         Our total operating expenses for the six months ended June 30, 2005
were $220,372, an increase of $112,010, or approximately 103%, as compared to
the six months ended June 30, 2004. The primary component of the increase in
total operating expenses is an increase of $110,347, or approximately 102%, in
general and administrative expenses for the six months ended June 30, 2005 as
compared to the six months ended June 30, 2004 which includes:

         o  an increase of approximately $14,500 in selling, marketing,
            advertising and promotional expenses,

         o  an increase of approximately $58,700 in salaries, compensation and
            related expenses, which include an increase of $10,417 in the
            non-cash accrual of salaries for our executive officers. We
            presently have three full time sales persons which we believe are
            sufficient for our current and immediate needs,

         o  an increase of approximately $10,750 on set up charges related to
            product packaging,

                                        8
<PAGE>

         o  a one time gain of $28,318.38 on interest accrued in prior periods
            related to the March 2005 rescission offer,

         o  an increase of $8,886 in bad debt expense, and

         o  an increase of approximately $9,320 in general office related
            expenses.

         All of the foregoing increases are directly related to increases in our
marketing efforts, including expansion of our sales force, in an effort to
increase our sales.

         Included in operating expenses in each of ^the six months ended June
30, 2005 and 2004 are accruals of $31,250 and $25,000, respectively, for
salaries due to our executive officers, Messrs. Brian John and Rich Miller. At
June 30, 2005 we have total accrued salaries due Messrs. John and Miller, as
well as Mr. Benedetto, an officer and director of our company, of $379,575.
Under the terms of these agreements, our executive officers initially agreed to
defer payment of their salaries until March 2005, or such earlier date as we
have positive cash flow from operations. Subsequent thereto, our executive
officers have orally agreed to extend the due date of these salaries or convert
the accrued but unpaid salaries into shares of our common stock based upon the
then fair market value of our common stock.

         We anticipate that our total operating expenses will continue to
increase in future periods as our sales increase. Included in these anticipated
increases are salaries and benefits for additional employees, increased
marketing and advertising expenses and increased rental expense. We also
anticipate that our professional fees will continue to increase as we seek to
raise additional capital. We cannot, however, at this time predict the amount of
any of these increases.

         Other interest expense, net, was $12,263 for ^the six months ended June
30, 2005 as compared to $6,138 for the six months ended June 30, 2004. Other
interest expense, net, for fiscal 2005 represented interest accrued on the
$200,000 debenture issued in August 2004. Other interest expense, net, for the
fiscal 2004 represented interest we were accruing in connection with the
rescission offer described in Note 8 of the Notes to our Consolidated Financial
Statements appearing earlier in this report.

         Gain on rescission interest was $28,318 for the six months ended June
30, 2005 which represents interest we had accrued during fiscal 2004 and the
first part of fiscal 2005 in connection with the rescission offer to our
stockholders which was completed on March 25, 2005. We did not have a similar
expense in fiscal 2004.

         We reported a net loss of $158,707 for the six months ended June 30,
2005 as compared to a net loss of $101,437 for the six months ended June 30,
2004, an increase of $52,270 or approximately 56.5%. Our revenues are not
sufficient to fund our operations and we anticipate that we will incur losses
for the foreseeable future until such time as we can significantly increase our
revenues. Because of the early stage of our business, the highly competitive
nature of our industry and our lack of sufficient working capital, it is
unlikely that we will be able to increase our revenues in the near future to a
level which will sustain our operations and enable us to report a profit.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash used in operating activities increased to $185,886 for the six
months ended June 30, 2005 as compared to $45,416 for the comparable six-month
period in fiscal 2004. Included in this increase was:

                                        9
<PAGE>

         o  an increase of $52,270 in our net loss,

         o  an increase of $20,549 in accounts receivable as we expand our
            customer base,

         o  an increase of $51,035 in inventory,

         o  an increase of $33,311 in accounts payable and accrued expenses,

         o  an increase of $1,663 in depreciation expense,

         o  an increase of $8,886 for uncollectible accounts, and

         o  an increase of $10,417 in accrued payroll.

         At the time we place a product order with our supplier, we pay a
deposit which equals approximately 50% of the cost of the order; the remaining
balance is paid at the time the order is received by us. We extend credit to
most of our customers, with payment terms of net 30 or net 60. ^

         Cash flows used in investing activities were $37,947 for fiscal the six
months ended June 30, 2005, representing the purchase of two PT Cruisers which
are used by sales personnel for marketing, promotional and delivery activities,
as compared to $0 for the six months ended June 30, 2004. Cash flows provided by
financing activities were $144,000 for the six months ended June 30, 2005 as
compared to $0 for the six months ended June 30, 2004. Cash flows provided by
financing activities for fiscal 2005 represented the proceeds of $150,000 from
the sale of securities offset by the refund of $6,000 to an investor under the
terms of our rescission offer described elsewhere in this report.

         We had a working capital deficit of $218,577 at June 30, 2005 and cash
on hand of $133,919. At June 30, 2005, we had a stockholders' deficit of
$555,660. We do not presently have any commitments for capital expenditures. We
do have $30,000 in demand notes owed to our officers and an employee and
$200,000 principal amount outstanding under a debenture due in August 2006. The
report of our independent registered public accounting firm on our consolidated
financial statements as of December 31, 2004 contains an explanatory paragraph
expressing uncertainty with respect to our ability to continue as a going
concern as a result of our net losses, working capital deficiency, stockholders'
deficiency and cash used in operations. We do not generate sufficient sales to
fund our operations.

         Our stockholders' deficit is mainly the result of accrued salaries for
our senior officers which total $379,575 at June 30, 2005 and are reflected on
our balance sheet at that date as a current liability. These officers have
agreed to defer payment of these salaries until such time as we have positive
cash flow. We continue, however, to accrue salaries to these individuals during
fiscal 2005. At our present level of operations we will not have sufficient
funds to begin paying these salaries on a current basis in the foreseeable
future, or to satisfy these debt obligations.

         If we are to fully implement our business plan, we anticipate that our
use of cash will be substantial for the foreseeable future, and will exceed our
cash flow from operations during the next 12 months and thereafter, absent a
significant increase in sales. To fully implement our business plan, over the
next 12 months we anticipate that we will require additional working capital for
increasing our inventory of existing and new products, for salaries and wages,
and for increased marketing and advertising. During fiscal 2005 we have raised
$150,000 of working capital through the sale of equity securities. It is our
intent to continue to seek additional capital in the private and/or public
equity markets during fiscal 2005 to provide sufficient capital to fund our
ongoing operations and expansion of our sales.

                                       10
<PAGE>

While we have a number of common stock purchase warrants outstanding, we do not
have any commitments from any holders of these outstanding warrants to exercise
the warrants, and we cannot assure you that they will ever be exercised. In
addition, while we reasonably believe we will be able to continue to raise
working capital as needed based upon our historical successes and the growth of
our company, we have no commitments from any third parties to provide additional
equity or debt funding to us, and we cannot guarantee you that we will be
successful in locating such additional funding.

         If we raise additional working capital through the issuance of equity
securities, existing stockholders will in all likelihood experience significant
dilution. If we raise additional working capital through the issuance of debt,
our interest expense will increase and adversely affect our ability to report
profitable operations in future periods. Further, we may not be able to obtain
additional financing when needed or on terms favorable to us. Because we have no
commitment for additional capital, we cannot guarantee you that we will be
successful in raising such additional funds as we may need to fund our
operations until such time, if ever, as we generate sufficient revenues to fund
our working capital needs. If we are unable to raise sufficient working capital
when and as needed, we would be unable to pay our obligations as they become due
and we could be required to cease operations.

         Finally, as described elsewhere herein in July 2005 we commenced a
rescission offer. If all the eligible stockholders were to accept the rescission
offer, we would be obligated to refund investments totaling $181,200, plus
interest on those funds from the date of investment through the date of the
acceptance of the rescission offer at 7% per annum. The rescission offer expires
on August 20, 2005 and as of the date of this report we have not been notified
by any stockholder of his or her intent to accept the rescission offer and we
reasonably believe no stockholder will so accept prior to the expiration of the
rescission period.

CRITICAL ACCOUNTING POLICIES

         We have identified the policies outlined below as critical to our
business operations and an understanding of our results of operations. The list
is not intended to be a comprehensive list of all of our accounting policies. In
many cases, the accounting treatment of a particular transaction is specifically
dictated by accounting principles generally accepted in the United States, with
no need for management's judgment in their application. The impact and any
associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis or Plan of Operations
where such policies affect our reported and expected financial results. For a
detailed discussion on the application of these and other accounting policies,
see the Notes to the December 31, 2004 Consolidated Financial Statements
including in our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2004 as filed with the Securities and Exchange Commission. Note that our
preparation of the financial statements requires us to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of our financial
statements, and the reported amounts of revenue and expenses during the
reporting period. There can be no assurance that actual results will not differ
from those estimates.

REVENUE RECOGNITION

         Revenue is recognized on sales of products when the customer receives
title to the goods, generally upon delivery. Revenue is recorded on a gross
basis, since we are responsible for fulfillment, including the acceptability of
the products and services ordered by the customer. In the event we place any
merchandise on consignment, the related sales from such merchandise will be
recorded when such merchandise is sold by the retailer.

                                       11
<PAGE>

START-UP COSTS

         Costs of start-up activities, including organization costs, are
expensed as incurred, in accordance with Statement of Position (SOP) 98-5.

PROVISION FOR SLOW MOVING AND OBSOLETE INVENTORY

         We write down our inventory for estimated unmarketable inventory or
obsolescence equal to the difference between the cost of inventory and the
estimated market value based on assumptions about future demand and market
conditions. If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required.

ACCOUNTS RECEIVABLE; ALLOWANCE FOR DOUBTFUL ACCOUNTS

         We maintain allowances for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments. If the
financial condition of customers were to deteriorate, resulting in an impairment
of their ability to make payments, additional allowances may be required.

RECENT ACCOUNTING PRONOUNCEMENTS

         Statement of Financial Accounting Standards ("SFAS") No. 151,
"Inventory Costs - an amendment of ARB No. 43, Chapter 4"" SFAS No. 152,
"Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB
Statements No. 66 and 67," SFAS No. 153, "Exchanges of Non-monetary Assets - an
amendment of APB Opinion No. 29," and SFAS No. 123 (revised 2004), "Share-Based
Payment," were recently issued. SFAS No. 151, 152, 153 and 123 (revised 2004)
have no current applicability to the Company and have no effect on the financial
statements.

ITEM 3.  CONTROLS AND PROCEDURES

         Our management, which includes our Chief Executive Officer who also
serves as our principal financial officer, have conducted an evaluation of the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended)
as of a date (the "Evaluation Date") as of the end of the period covered by this
report. Based upon that evaluation, our management has concluded that our
disclosure controls and procedures are effective for timely gathering, analyzing
and disclosing the information we are required to disclose in our reports filed
under the Securities Exchange Act of 1934, as amended. There have been no
significant changes made in our internal controls or in other factors that could
significantly affect our internal controls subsequent to the end of the period
covered by this report based on such evaluation.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         None.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

         In May 2005 we sold 1,666,666 units of our securities to two accredited
investors in a private placement exempt from registration under the Securities
Act of 1933 in reliance on an exemption provided by Section 4(2) of that act.
Each unit consisted of one share of our common stock and one

                                       12
<PAGE>

three year common stock purchase warrant exercisable at $0.15 per share
entitling the holder to purchase one share of our common stock. The units were
sold at a purchase price of $0.075 per unit, resulting in gross proceeds to us
of $125,000. We did not use a placement agent and paid no commissions or finders
fees in these sales. We will use the proceeds from these sales for general
working capital. The purchasers were accredited investors who had such knowledge
and experience in financial, investment and business matters that they were
capable of evaluating the merits and risks of the prospective investment in our
securities. The purchasers had access to business and financial information
concerning our company.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

ITEM 5.  OTHER INFORMATION

         Between 2002 and April 2003, we issued an aggregate of 19,120,000
shares of our common stock and warrants to purchase an aggregate of 41,200,000
common shares in a unit offering of securities to 40 accredited investors. We
raised a total of $191,200 in this offering. On February 14, 2005, our
registration statement covering the resale of these shares as well as other
shares became effective with the Securities and Exchange Commission. In 2005, a
broker-dealer and prospective market maker for the common shares of IHealth,
Inc., filed an application with the OTC Bulletin Board in order to enable our
common shares to be included for trading on the OTCBB. During the course of the
OTCBB application process, we became aware that a so-called "safe harbor" for
conducting the private offering of the units of our securities was not available
for a number of the purchasers of the units, and therefore, the exemption for
the private placement of such units may not have been available at the time we
conducted the offering.

         Rule 3a4-1 of the Securities Exchange Act of 1934 provides a "safe
harbor" for "associated persons" of an issuer to sell the issuer's securities
without the necessity of being registered as a broker. Two of our employees at
the time, Mr. Damien Delgado and Mr. Casey Burt, along with management,
solicited prospective investors for the offering, but did not receive
transaction-based compensation for sales of IHealth common stock. However, in
order to qualify for the "safe harbor," the conditions of that rule require that
the associated persons have not been associated with a broker-dealer within the
preceding 12 months prior to selling units of IHealth's securities or engaged in
selling securities during the prior 12-month period. Subsequently, IHealth
learned that Messrs. Burt and Delgado had been associated with a broker-dealer
or had been engaged in selling securities within the prior 12-month period,
which would deprive the Company of the "safe harbor" under Rule 3a4-1, and
therefore, the offering exemption, which was relied upon by IHealth, might not
be available. We also learned subsequently that Mr. Delgado was subject to a
statutory disqualification which would also prevent us from relying on the "safe
harbor." As indicated, neither of these individuals received any
transaction-based compensation, and the Company believed that they were full
time employees of the Company. The Company was not aware that Rule 3a4-1 could
not be relied upon based on the activities of these former employees.

                                       13
<PAGE>

         As a result of the foregoing, on July 20, 2005 we commenced a
rescission offer which expires at 5 p.m. on August 20, 2005. If all eligible
investors elected to accept the rescission offer, we would be required to refund
investments totaling $181,200, plus interest on those funds from the date of
investment through the date of the acceptance of the rescission offer at 7% per
annum. If all eligible stockholders accept the rescission offer, upon refund to
each of them of their initial investment plus interest, they will each return to
us the units purchased which will in turn be cancelled by us. This will have the
effect of reducing our issued and outstanding shares of common stock by
18,120,000 shares and canceling warrants to purchase an aggregate of 41,200,000
shares of our common stock. If only a portion of the eligible stockholders
accept the rescission offer, the amount of funds we refund to those rescinding
stockholders and the number of shares of our common stock which will be returned
and the number of warrants which will be cancelled will be proportionately
reduced. Within 30 days of the expiration of the rescission offer, we will pay
the rescission amount to unit holders who have made a request for rescission.
Until paid in full by us, rescinding unit holders will be considered to be
creditors, will retain the right to their securities and will maintain all
rights as security holders of IHealth until such time as they are paid in full.

         As of the date of this report, no stockholders have notified us of
their intent to exercise their rescission rights as described above. Based upon
our informal discussions with our stockholders we do not believe that any
stockholder will exercise his or her rescission rights. If, however, any
stockholder should exercise his or her rescission rights prior to the expiration
of the rescission period on August 20, 2005, we will file a Form 8-K with the
SEC disclosing such information.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit No.                       Description

31.1       Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer

31.2       Rule 13a-14(a)/15d-14(a) certification of principal financial officer

32.1       Section 1350 certification of Chief Executive Officer and principal
           accounting officer




                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                        IHealth, Inc.

                                        By: /s/ Brian John
                                            --------------
                                        Brian John, Chief Executive Officer,
                                        principal executive officer and
                                        principal accounting officer

Dated:  August 15, 2005

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