<PAGE>

                                  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 29, 2003

|_|      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
         For the transition period from __________ TO __________

         Commission file number     02-27569

                            HEALTH EXPRESS USA, INC.
                            ------------------------
                      (Exact name of small business issuer)

                FLORIDA                                65-0847995
                -------                                ----------
    (State or other jurisdiction of        (IRS Employer Identification Number)
     incorporation or organization)

  1761 WEST HILLSBORO BLVD., SUITE 203         DEERFIELD BEACH, FLORIDA 33442
  ------------------------------------         ------------------------------
(Address of principal executive offices)

                                 (954) 570-5900
                                 --------------
                           (Issuer's telephone number)

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 |_|

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as to the latest practicable date:

            CLASS                       OUTSTANDING SHARES AT AUGUST 7, 2003
            -----                       ------------------------------------
            Common Stock                             11,818,563


<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

PART 1: FINANCIAL INFORMATION

                            HEALTH EXPRESS USA, INC.
                           CONSOLIDATED BALANCE SHEETS
                 June 29, 2003 (unaudited) and December 29, 2002

<TABLE>
<CAPTION>
                                                          ASSETS
                                                                                                         June 29,       December 29,
                                                                                                           2003            2002
                                                                                                        -----------     -----------
<S>                                                                                                     <C>             <C>
CURRENT ASSETS
    Cash and cash equivalents                                                                           $    60,320     $     7,564
    Inventory                                                                                                12,015          18,907
    Prepaid expenses and other                                                                                7,884           6,188
                                                                                                        -----------     -----------
    TOTAL CURRENT ASSETS                                                                                     80,219          32,659
PROPERTY AND EQUIPMENT, net                                                                                 505,817         567,323
DEPOSITS                                                                                                     46,067          62,478
                                                                                                        -----------     -----------
    TOTAL                                                                                               $   632,103     $   662,460
                                                                                                        ===========     ===========
                                       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
    Accounts payable                                                                                    $    60,700     $   111,906
    Accrued liabilities                                                                                     230,619          72,655
    Deferred franchise revenue                                                                               30,000            --
    Notes payable - related parties                                                                         272,410         116,660
    Liabilities of discontinued operation                                                                     3,413           3,587
                                                                                                        -----------     -----------
    TOTAL CURRENT LIABILITIES                                                                               597,142         304,808
                                                                                                        -----------     -----------
LONG TERM DEBT - Convertible debentures                                                                     250,000            --
                                                                                                        -----------     -----------
STOCKHOLDERS' DEFICIT
Preferred stock, $0.01 par value;10,000,000 shares authorized zero shares
issued and outstanding
Common stock, $0.001 par value; 50,000,000 shares authorized 10,816,563 and
10,368,181 issued and outstanding at June 29, 2003 and December 29, 2002 respectively                        10,816          10,368
Additional paid-in capital                                                                                8,463,295       8,221,968
Accumulated deficit                                                                                      (8,689,150)     (7,874,684)
                                                                                                        -----------     -----------
    TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                                   (215,039)        357,652
                                                                                                        -----------     -----------
    TOTAL                                                                                               $   632,103     $   662,460
                                                                                                        ===========     ===========
</TABLE>


                See notes to consolidated financial statements.


                                        2
<PAGE>

                            HEALTH EXPRESS USA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
              FOR THE PERIODS ENDED JUNE 29, 2003 AND JUNE 30, 2002

<TABLE>
<CAPTION>
                                                          Six months        Three months       Six months      Three months
                                                            Ended              Ended             Ended             Ended
                                                         June 29, 2003     June 29, 2003     June 30, 2002     June 30, 2002
                                                         -------------     -------------     -------------     -------------
<S>                                                      <C>               <C>               <C>               <C>
REVENUES, net                                            $    406,089      $    196,998      $     13,066      $     13,066
COST OF COMPANY RESTAURANT SALES
Food and paper                                                140,537            69,057             3,676             3,676
Labor                                                         166,613            80,603             5,600             5,600
Occupancy                                                      73,167            37,894             3,070             3,070
Marketing                                                      31,255            16,685             2,232             2,232
Repairs                                                         6,495             2,215                --                --
Pre-opening expenses                                               --                --            98,136            59,381
Other direct costs                                             37,560            20,816             2,843             2,843
                                                         ------------      ------------      ------------      ------------
Total Cost of Company Restaurant Sales                        455,627           227,270           115,557            76,802
                                                         ------------      ------------      ------------      ------------
OTHER EXPENSES
Compensation                                                  222,366           120,185           168,301           145,896
Depreciation                                                   63,228            31,614                --                --
General and Administrative                                    327,815           169,583           145,127            75,248
                                                         ------------      ------------      ------------      ------------
TOTAL OTHER EXPENSES                                          613,409           321,382           313,428           221,144
                                                         ------------      ------------      ------------      ------------
TOTAL EXPENSES                                              1,069,036           548,652           428,985           297,946
                                                         ------------      ------------      ------------      ------------
LOSS FROM OPERATIONS                                         (662,947)         (351,654)         (415,919)         (284,880)
OTHER NON-OPERATING INCOME (EXPENSE)
Interest Revenue                                                  194                71               382                35
Interest Expense                                             (151,712)          (11,820)           (1,564)             (422)
                                                         ------------      ------------      ------------      ------------
TOTAL OTHER NON-OPERATING (EXPENSE), net                     (151,518)          (11,749)           (1,182)             (387)
LOSS BEFORE PROVISION
FOR INCOME TAXES                                             (814,465)         (363,403)         (417,101)         (285,267)
PROVISION FOR INCOME TAXES                                         --                --                --                --
                                                         ------------      ------------      ------------      ------------
LOSS FROM CONTINUING OPERATIONS                              (814,465)         (363,403)         (417,101)         (285,267)
DISCONTINUED OPERATIONS
Loss from operations of discontinued Fort Lauderdale
  restaurant, net of taxes                                         --                --          (102,562)          (51,570)
                                                         ------------      ------------      ------------      ------------
LOSS ON DISCONTINUED OPERATIONS                                    --                --          (102,562)          (51,570)
                                                         ------------      ------------      ------------      ------------
       NET LOSS                                          $   (814,465)     $   (363,403)     $   (519,663)     $   (336,837)
                                                         ============      ============      ============      ============
LOSS PER COMMON SHARE:
From continuing operations, basic and diluted            $      (0.08)     $      (0.03)     $      (0.05)     $      (0.03)
                                                         ============      ============      ============      ============
From discontinued operations, basic and diluted          $         --      $         --      $      (0.01)     $      (0.01)
                                                         ============      ============      ============      ============
Net loss per common share, basic and diluted             $      (0.08)     $      (0.03)     $      (0.06)     $      (0.04)
                                                         ============      ============      ============      ============
Weighted average common shares outstanding                 10,579,382        10,783,552         9,138,948         9,424,993
                                                         ============      ============      ============      ============
</TABLE>

                 See notes to consolidated financial statements.


                                       3
<PAGE>

                            HEALTH EXPRESS USA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
              FOR THE PERIODS ENDED JUNE 29, 2003 AND JUNE 30, 2002

<TABLE>
<CAPTION>
                                                                                            Six Months        Six Months
                                                                                              Ended              Ended
                                                                                          June 29, 2003      June 30, 2002
                                                                                          -------------      -------------
<S>                                                                                         <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net loss                                                                             $(814,465)        $(519,663)
       Loss from discontinued operations                                                           --           102,562
                                                                                            ---------         ---------
       Loss from continuing operations                                                       (814,465)         (417,101)
       Adjustments to reconcile net loss from continuing operations to
       net cash used in operating activities:
          Depreciation                                                                         63,228                --
          Beneficial conversion feature on convertible debentures                              62,500                --
          Common stock issued for compensation and services                                   129,275            79,800
          Changes in operating assets and liabilities
              Inventory, prepaid expenses and other assets                                      5,196           (24,508)
             Accounts payable, accrued liabilities and deferred franchise revenue             136,583           186,467
                                                                                            ---------         ---------
            Net cash used in continuing operations                                           (417,683)         (175,342)
            Net cash provided by (used in) discontinued operations                                 --           (56,756)
                                                                                            ---------         ---------
            NET CASH USED IN OPERATING ACTIVITIES                                            (417,683)         (232,098)
                                                                                            ---------         ---------
CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of property and equipment                                                      (1,723)         (505,727)
       Changes in other assets                                                                 16,412            (2,683)
                                                                                            ---------         ---------
            Net cash provided by (used in) continuing operations                               14,689          (508,410)
            Net cash provided by (used in) discontinued operations                                 --            (4,250)
                                                                                            ---------         ---------
            NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                14,689          (512,660)
                                                                                            ---------         ---------
CASH FLOWS FROM FINANCING ACTIVITIES
       Proceeds from issuance of convertible debenture                                        250,000                --
       Loans payable from related parties                                                     155,750            70,000
       Net proceeds from issuance of common stock                                              50,000           498,750
                                                                                            ---------         ---------
            Net cash provided by continuing operations                                        455,750           568,750
            Net cash provided by (used in) discontinued operations                                 --            (2,115)
                                                                                            ---------         ---------
            NET CASH PROVIDED BY FINANCING ACTIVITIES                                         455,750           566,635
                                                                                            ---------         ---------
            NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               52,756          (178,123)
CASH AND CASH EQUIVALENTS, Beginning of the period                                              7,564           211,169
                                                                                            ---------         ---------
CASH AND CASH EQUIVALENTS, End of the period                                                $  60,320         $  33,046
                                                                                            =========         =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
       Cash paid during the period for interest                                             $ 163,296         $   1,142
                                                                                            =========         =========
       Cash paid during the period for income taxes                                         $      --         $      --
                                                                                            =========         =========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES
</TABLE>

       During the quarter ending March 31, 2002, shareholders made capital
       contributions to the Company in the form of the Company's common stock
       with values of approximately $71,500.

                 See notes to consolidated financial statements.


                                       4
<PAGE>


                            HEALTH EXPRESS USA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 29, 2003
                                   (UNAUDITED)

BASIS OF PRESENTATION

The accompanying consolidated condensed unaudited financial statements of Health
Express USA, Inc., and its wholly-owned subsidiaries, Healthy Bites Grill, Inc.,
Healthy  Bites  Grill  of Boca,  Inc.  and  Health  Express  Franchise  Company,
(collectively  the  "Company"),  have been prepared in accordance with generally
accepted  accounting  principles for interim financial  information and with the
instructions  to Item 310(b) of Regulation  S-B. The disclosures in the notes to
the financial  statements have been prepared in accordance with the instructions
set forth under Item 310(b),  Interim Financial  Statements,  of Regulation S-B.
The  requirements  set forth under Item 310(b)  require that footnotes and other
disclosures  should be  provided  as  needed  for the fair  presentation  of the
financial  statements  and to  ensure  that  the  financial  statements  are not
misleading.  Accordingly,  they  do  not  include  all of  the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. The requirements of Item 310(b) also require disclosure of
material subsequent events and material contingencies notwithstanding disclosure
in the annual financial statements.

In the opinion of management,  all adjustments  (consisting of normal  recurring
adjustments) considered necessary for a fair presentation have been included and
there are no additional  material  subsequent  events or material  contingencies
that require  disclosure.  The  financial  statements  as of and for the periods
ended June 29, 2003 and June 30, 2002 are unaudited.

The results of operations for the interim periods  presented are not necessarily
indicative  of the results of  operations  to be expected  for the fiscal  year.
Certain  information  for 2002  has been  reclassified  to  conform  to the 2003
presentation.  The accompanying interim consolidated financial statements should
be read in conjunction  with the annual  consolidated  financial  statements and
footnotes  included in the Company's Form 10-KSB (as amended) filed for the year
ended December 29, 2002.

ORGANIZATION

Health Express USA, Inc. was incorporated in Florida on July 2, 1998 to develop,
construct  and operate  health and gourmet fast food  restaurants.  On April 10,
2000,  the Company  began  operations in Fort  Lauderdale,  Florida of its first
restaurant under the trade name "Healthy Bites Grill".  The Company operated the
restaurant  through  a  wholly-owned  subsidiary,  Healthy  Bites  Grill,  Inc.,
incorporated  in Florida on January  26,  1999.  The  restaurant  equipment  and
supplies were sold on September 23, 2002.  The lease between the Company and the
landlord,  which expires on January 31, 2004, was assigned to the Buyer, but the
Company  remains as guarantor  until  January 31, 2004.  The  restaurant,  which
offered eat-in,  take-out and drive-thru  service was a proven testing ground in
determining,  among  other  factors,  consumer  menu  item  preferences,  market
demographics, kitchen equipment requirements, food pricing guidelines, and sales
and labor targets for profitable operations. Healthy Bites Grill is currently an
active  corporation but has not conducted  business since the sale of the assets
on September 23, 2002. Its activity is shown as  discontinued  operations on the
financial statements.


                                       5
<PAGE>

On May 7, 2001 the Company  entered into a five-year  lease,  with two five-year
options, for a second restaurant located in Boca Raton,  Florida. The restaurant
began   operations  on  June  24,  2002  and  operates  through  a  wholly-owned
subsidiary, Healthy Bites Grill of Boca, Inc., incorporated in Florida on May 7,
2001.  This  restaurant  is  expected  to  serve  as the  prototype  for  future
franchisee operations.

FRANCHISE OPERATIONS

The Company conducts  franchise  operations  through a wholly owned  subsidiary,
Health  Express  Franchise  Company,  incorporated  in  Florida  on May 7, 2001.
Initial fees from the awarding of individual  franchises are recorded as revenue
when the  franchisee's  restaurant is opened.  Continuing  fees from  franchised
restaurants  are recorded as revenue when earned.  An initial  franchise  fee of
$30,000 was received  during the six months ended June 29, 2003, and is recorded
as deferred  franchise  revenue in the accompanying  financial  statements.  The
Company also received $5,000 for grand opening  advertising  that is recorded as
accrued liabilities in the accompanying financial statements.

GOING CONCERN CONSIDERATIONS

The Company's  financial  statements have been prepared on a going concern basis
that  contemplates  the  realization of assets and the settlement of liabilities
and commitments in the normal course of business. Management recognizes that the
Company must generate capital and revenue  resources to enable it to continue to
operate and to expand its  franchising  efforts.  Ultimately,  the Company  must
achieve  profitable  operations.  Management  is planning  to obtain  additional
capital from revenue  generated  from  operations and through the sale of equity
securities.  The  realization of assets and  satisfaction  of liabilities in the
normal  course of business is dependent  upon the Company  obtaining  additional
revenues and equity  capital and  ultimately  achieving  profitable  operations.
However, no assurances can be given that the Company will be successful in these
activities.  Should any of these events not occur,  the  accompanying  financial
statements will be materially affected.

NET LOSS PER SHARE

SFAS No. 128,  "Earnings Per Share,"  requires  companies  with complex  capital
structures  or common  stock  equivalents  to  present  both  basic and  diluted
earnings  per share  ("EPS") on the face of the income  statement.  Basic EPS is
calculated as the income or loss available to common stockholders divided by the
weighted average number of common shares outstanding during the period.  Diluted
EPS is calculated using the "if converted"  method for common share  equivalents
such as convertible  securities and options and warrants. The accompanying basic
and diluted  EPS  computations  are the same as the  inclusion  of common  stock
equivalents  in the diluted  computation  would be  anti-dilutive.  Common stock
equivalents,  if converted,  would have increased  common shares  outstanding at
June 29,  2003  and June 30,  2002 by  approximately  6,619,108  and  6,316,166,
respectively.


                                       6
<PAGE>

NOTE PAYABLE - RELATED PARTIES

The Company  received $70,000 in financing from a related party on May 20, 2002.
The note was  payable on  September  20,2002 and  included  interest at 5.5% per
annum. On November 8, 2002, the $50,000 note payable, after repayment of $20,000
principal,  was extended  through  March 31, 2003 at an interest  rate of 7% per
annum and the issuance of 5,000 shares of the Company's  restricted common stock
to the note holder. The shares issued were valued at $1,750, and this amount was
recorded as interest expense. The $50,000 note payable was extended through July
31, 2003 at an interest  rate of 7% per annum and the issuance of 10,000  shares
of the Company's  restricted common stock to the note holder.  The shares issued
were valued at $3,500 and were  recorded as  interest  expense in the  financial
statements.  Subsequent  to June 29, 2003,  the $50,000 note payable was paid in
full.

The Company has received  $155,750 in short-term  financing from three directors
of the Company  during the first six months of 2003.  At June 29, 2003,  all the
related  party  notes  payable  bear  interest  at 5.5% per  annum and have been
renegotiated to be payable on December 31, 2003.

OTHER DEBT AND EQUITY TRANSACTIONS

On January 17, 2003,  the Company sold  $250,000 of  convertible  debentures  to
Cornell Capital Partners,  L.P. These debentures accrue interest at a rate of 5%
per year and mature  three years from the  issuance  date.  The  debentures  are
convertible  into the Company's  common stock at the holders' option any time up
to maturity at a conversion  price equal to the lower of (i) 120% of the closing
bid price of the common  stock as of the closing date or (ii) 80% of the average
closing bid price of the common stock for the three  lowest  trading days of the
five trading days immediately  preceding the conversion  date. At maturity,  the
Company  has the  option to either  pay the  holder  the  outstanding  principal
balance and accrued  interest or to convert the debentures into shares of common
stock at a conversion  price similar to the terms described above. In accordance
with applicable accounting standards for such issuances, the Company recorded an
interest  charge of $62,500 at issuance to account for the  imbedded  beneficial
conversion  feature.  In addition,  the Company  recorded these other charges at
issuance:  $37,500  in  professional  fees,  $20,000  in  commissions,  and  (as
described below) $75,000 for the Equity Line of Credit  commitment fee (recorded
as interest  expense);  these  amounts  were  withheld  from the proceeds of the
debenture at closing.  The Company has the right to redeem the  debentures  upon
thirty days notice for 120% of the amount redeemed.  Upon such  redemption,  the
holder shall  receive  warrants  equal to 10,000 shares of common stock for each
$100,000  redeemed with an exercise price equal to 120% of the closing bid price
of the common stock on the closing date.


                                       7
<PAGE>

On March 13, 2003, the Company  entered into an Equity Line of Credit  Agreement
with Cornell Capital Partners, L.P. Under this agreement,  the Company may issue
and sell to Cornell Capital  Partners common stock for a total purchase price of
up to $5.0 million.  Subject to certain  conditions,  the Company is entitled to
draw down on the Equity  Line of Credit  now that the common  stock to be issued
under the Equity Line of Credit is registered  with the  Securities and Exchange
Commission and the  registration  statement has been declared  effective on July
24, 2003 and for two years thereafter. The purchase price for the shares will be
equal to 95% of the market  price,  which is defined as the lowest  closing  bid
price of the common  stock during the five  trading  days  following  the notice
date.  The amount of each  advance is subject to an  aggregate  maximum  advance
amount of $100,000,  with no advance  occurring  within seven  trading days of a
prior advance. In addition, in each advance notice the Company shall establish a
minimum  acceptable  price,  whereby the amount  requested in the advance notice
shall automatically  decrease by 20% for each day of the five succeeding trading
days that the closing bid price is below the minimum  acceptable price.  Cornell
Capital Partners is entitled to a one-time  commitment fee of $90,000,  of which
$75,000 was withheld from the January 2003 closing of the convertible debenture,
and the balance will be paid from the proceeds of the initial  advance under the
Equity Line of Credit.  Cornell Capital  Partners is entitled to retain a fee of
5% of each  advance.  In addition,  the Company  entered into a placement  agent
agreement with TN Capital Equities, Ltd., a registered  broker-dealer.  Pursuant
to the placement agent agreement, Health Express paid a one-time placement agent
fee of 9,524 shares of common stock equal to approximately  $10,000 based on the
Company's stock price on January 24, 2003.

DISCONTINUED OPERATIONS

During the third quarter of 2002, the Company discontinued the operations of its
Fort Lauderdale  restaurant,  and has therefore reclassified these activities on
the financial statements to discontinued operations.

STOCK BASED COMPENSATION

The  Company  follows  the  provisions  of  Statement  of  Financial  Accounting
Standards  ("SFAS")  No.  123,  Accounting  for  Stock-Based  Compensation,   in
accounting  for  stock-based  transactions  with  employees  and  non-employees.
Therefore, the Company records employee and non-employee compensation expense in
the  statement of operations  when such equity  instruments  are issued.  Common
stock issued for  compensation and services of $129,275 was recorded for the six
months  ended June 29,  2003,  and $79,800 was recorded for the six months ended
June 30, 2002.

In December  2002,  SFAS No. 148,  "Accounting  for  Stock-Based  Compensation -
Transition and Disclosure," was issued. This pronouncement  amends SFAS No. 123,
"Accounting for Stock-Based  Compensation,"  and provides  guidance to companies
that wish to voluntarily change to the fair value based method of accounting for
stock-based  employee  compensation,  among  other  provisions.  The Company has
historically accounted for, and will continue to account for, its employee stock
based compensation under the fair value based method provisions of SFAS No. 123,
therefore,  the  issuance  of SFAS No.  148 will  not  have  any  impact  on the
Company's financial position, results of operations or cash flows.


                                       8
<PAGE>

The following  table  represents the Company's stock option activity for the six
months ended June 29, 2003:

<TABLE>
<CAPTION>
                                                                                                           Weighted-Average
                                                                                         Optioned Shares   Exercise Price
<S>                                                                                        <C>                 <C>
Options outstanding at December 29, 2002                                                   3,699,166           $0.39
Issued during the six months ended June 29, 2003                                                --              --
Exercised, expired or forfeited during the six months ended June 29, 2003                       --              --
                                                                                           ---------           -----
Options outstanding at June 29, 2003                                                       3,699,166           $0.39
                                                                                           =========           =====
</TABLE>

At June 29, 2003, all of the outstanding options are currently  exercisable.  Of
this total,  142,366  options are  exercisable  at $1.31 each through August 31,
2007, and the balance at $0.35 each through June 14, 2009.

INCOME TAXES

All deferred  taxes created by NOL's are offset in their  entirety by a deferred
tax asset valuation allowance.

SUBSEQUENT EVENT

On July 25, 2003,  the Company raised cash through the execution of a promissory
note in favor of Cornell Capital Partners,  L.P. in the face amount of $300,000.
This note has a 90-day term.


                                       9
<PAGE>

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

INTRODUCTION - FORWARD LOOKING STATEMENTS

         In connection with the safe harbor provisions of the Private Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  Health Express USA, Inc. and
its  subsidiaries,  (collectively,  the "Company" or "Health Express") is hereby
providing cautionary  statements  identifying important factors that could cause
the  Company's  actual  results to differ  materially  from those  projected  in
forward-looking  statements made herein. Any statements that express, or involve
discussions as to,  expectations,  beliefs,  plans,  objectives,  assumptions of
future events or performance  are not statements of historical  facts and may be
forward-looking.  These  forward-looking  statements are based largely on Health
Express'  expectations  and are subject to a number of risks and  uncertainties,
including  but  not  limited  to,  economic,  competitive,   regulatory,  growth
strategies,  available  financing and other factors discussed  elsewhere in this
report and in documents filed by Health Express with the Securities and Exchange
Commission  ("SEC").  Many of these factors are beyond Health Express'  control.
Actual results could differ materially from the forward-looking statements made.
In light of these risks and  uncertainties,  there can be no assurance  that the
results anticipated in the forward-looking  information contained in this report
will, in fact, occur.

         Any forward-looking  statement speaks only as of the date on which such
statement is made,  and Health  Express  undertakes  no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on  which  such  statement  is made or to  reflect  the  occurrence  of
unanticipated  events.  New  factors  emerge  from  time to  time  and it is not
possible for  management to predict all of such  factors,  nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.

         SIGNIFICANT ACCOUNTING POLICIES-RECLASSIFICATION OF CERTAIN ITEMS ON
HEALTH EXPRESS' FINANCIAL STATEMENTS

         In  response  to the filing of a Form SB-2  Registration  Statement  on
April 4,  2003,  the SEC  issued  a  comment  letter  on May 2,  2003  ("Comment
Letter"). Comment 40 in the Comment Letter raised the issue that Health Express'
financial statements needed to be amended as a result of the application of SFAS
No. 144 to reflect the closure of Health Express' Fort Lauderdale  restaurant in
September  2002 as  "discontinued  operations"  beginning  with the period ended
September  29,  2002.  The result of the  application  of SFAS No. 144 to Health
Express'  statement of  operations is to  consolidate  a significant  portion of
Health Express'  operations into  "discontinued  operations"  beginning with the
three month  period ended  September  29, 2002.  Health  Express had  previously
accounted  for the  closure  of the Fort  Lauderdale  restaurant  as part of the
process of moving to the new Boca Raton  facility;  the effect of applying  SFAS
No.  144 will be to  separate  these  events.  Quantitatively,  the net loss and
stockholders'  equity (deficit) for Health Express will not change from what has
been  previously  reported  in any prior  period.  This  change  will effect the
comparison between the period ended June 29, 2003 to the year earlier period, as
Health  Express  will no longer  show  significant  revenue for the six or three
months  ended  June 30,  2002,  and costs of company  restaurant  sales for that
period  will be  significantly  reduced.  Health  Express  has filed an  amended
quarterly  report for the three month  period  ended  September  29, 2002 and an
amendment  annual  report for the year ended  December  29, 2002 to reflect this
reclassification.

         FINANCIAL CONDITION

         We had net losses of  $1,069,054  and  $1,375,776  for the years  ended
December 29, 2002 and December  30, 2001,  respectively.  For the six months and
three  months  ended June 29,  2003,  we had net losses of $814,465 and $363,403
respectively.  As of  June  29,  2003,  we  had  cash  of  $60,320  and  current
liabilities of $597,142.  We do not have sufficient cash or other assets to meet
our current  liabilities.  In order to meet those  obligations,  we will need to
raise  cash from the sale of  securities  or from  borrowings.  Our  independent
auditors have added an explanatory  paragraph to their audit opinions  issued in
connection with the years 2002 and 2001 financial statements,  which states that
our ability to continue as a going  concern  depends upon our ability to resolve
liquidity  problems,  principally  by obtaining  capital,  commencing  sales and
generating  sufficient  revenues  to become  profitable.  Our  ability to obtain
additional  funding will  determine our ability to continue as a going  concern.
Our financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

         RESULTS OF OPERATIONS

         Health Express USA, Inc. was incorporated in Florida on July 2, 1998 to
develop,  construct  and operate  healthy  gourmet  fast food  restaurants.  The
flagship Fort Lauderdale  restaurant began operations on April 10, 2000, and its
operations


                                       10
<PAGE>

were  discontinued  in September  2002. For the six months ending June 29, 2003,
Healthy Bites Grill of Boca,  Inc., the subsidiary  that operates the Boca Raton
restaurant,  reported  revenues of $406,089  and a loss of  $118,062.  The total
consolidated  loss of $814,465 for the six months  ending June 29, 2003 includes
losses  from  restaurant  operations,   franchise  operations  and  general  and
administrative expenses.

<TABLE>
<CAPTION>
                                                                          JUNE 29,       JUNE 30,
                                                                            2003           2002
                                                                          ---------     ---------
<S>                                                                       <C>           <C>
Loss from Discontinued Operations, Healthy Bites Grill, Inc.              $    --       $ 102,562
Loss from Restaurant Operations, Healthy Bites Grill of Boca, Inc.          120,932       102,491
Loss (Income) from Health Express Franchise Company                           3,040           (64)
Losses attributed to Health Express USA, Inc.                               690,493       314,674
                                                                          ---------     ---------
Consolidated loss                                                         $ 814,465     $ 519,663
                                                                          =========     =========
</TABLE>

         RESULTS ON A CONSOLIDATED BASIS

         REVENUES

         Health Express had revenues of $406,089 for six month period ended June
29,  2003 and  revenues  for the  three  month  period  ended  June 29,  2003 of
$196,998,  compared  with  revenues of $13,066  for each of the same  periods in
2002. The increase in revenues of $393,023 for the six month period and $183,932
for the three month period,  both ended June 29, 2003,  was primarily due to the
reclassification of the Fort Lauderdale  restaurant as discontinued  operations.
Accordingly,  the comparison between the two three and six month periods are not
indicative of growth in our operations.

         COSTS OF COMPANY RESTAURANT SALES

         Health  Express'  cost of  company  restaurant  sales for the six month
period ended June 29, 2003 was $455,627,  compared with $115,557 for same period
in 2002.  For the three month  periods  ending June 29, 2003 and June 30,  2002,
Health  Express'  cost of company  restaurant  sales were  $227,270 and $76,862,
respectively.  The cost of company  restaurant  sales in the three and six month
periods ended June 30, 2002 was attributable to pre-opening expenses of the Boca
Raton restaurant.  Again,  because of the  reclassification of the operations of
the Fort  Lauderdale  restaurant  as  discontinued  operations,  the  comparison
between the two quarterly  and six month  periods is not  indicative of manifest
change in our cost of company restaurant sales.

         OTHER EXPENSES

         Health  Express  had  other  expenses,   which  included  compensation,
depreciation and general and administrative expenses,  totaling $613,409 for the
six month period  ended June 29, 2003 and totaling  $321,382 for the three month
period ended June 29, 2003.  These expenses equaled $313,428 and $221,144 in the
same  periods of 2002.  The increase of $299,981 and $100,238 for the six months
and three  months  ended  June 29,  2003,  respectively,  was  mainly  due to an
increase in general and administrative expenses.

         Included within general and  administrative  expenses is a payment made
in the form of the issuance of Health  Express  common stock under the Company's
S-8  registration  statement to Geoffrey Eiten,  for services under an April 25,
2003 consulting  agreement.  Pursuant to the terms of the consulting  agreement,
Mr. Eiten was  originally  issued 200,000 shares of Health Express common stock,
however  the  consulting  agreement  was  terminated  and  150,000  shares  were
cancelled.  Health  Express  recorded  an  expense  of  $26,500  for the  50,000
remaining shares based on a price per share of $0.53.

         NET LOSS

         Health  Express had a net loss for the six month  period ended June 29,
2003 of $814,465 or $0.08 per share. In the same period for 2002, Health Express
has a net loss of  $519,663  or $0.06 per  share.  The  increase  in net loss of
$294,802 was  attributable  mainly to  increases in other  expenses and interest
expenses.  For the three month  periods  ended June 29, 2003 and June 30,  2002,
Health Express had net losses of $363,403 and $336,837, respectively.


                                       11
<PAGE>

         RESULTS ON A SEPARATED BASIS

         HEALTH EXPRESS USA, INC. - JUNE 29, 2003 AS COMPARED TO JUNE 30, 2002

         The loss for the six month  period  ending  June 29,  2003 of  $690,493
includes  interest on the  $250,000  convertible  debentures  of  $143,229,  and
commissions  expense of $20,000 and professional  fees of $37,500 related to the
Equity Line of Credit.  An additional  $70,000 was recorded in professional fees
for  the  200,000  shares  issued  to  Equitilink,   LLC  for  public  relations
consulting.

         The loss for the  six-month  period  ending  June 30,  2002 of $314,674
includes  stock   compensation   of  $79,800  paid  to  officers  and  employees
(non-cash). The exclusion of this non-cash item results in a loss of $234,874.

         HEALTHY BITES GRILL, INC. - JUNE 29, 2003 AS COMPARED TO JUNE 30, 2002

         Since the opening of the restaurant, on April 10, 2000 through the date
of the sale of  restaurant  equipment  and supplies on September  23, 2002,  the
restaurant  reported net losses. The restaurant  revenues and expenses have been
disclosed as a discontinued  operation.  Losses from  restaurant  operations for
Fort Lauderdale from selected prior quarterly periods are as follows:

                          QUARTER ENDED       NET LOSS
                          -------------       ---------
                            3-31-2002         $  20,218
                            6-30-2002         $  19,538
                            9-29-2002         $ 155,647

         HEALTHY BITES GRILL OF BOCA, INC.

         On May 7, 2001 the  Company  entered  into a lease  for a  pre-existing
freestanding  fast-food  restaurant  in Boca  Raton,  Florida.  The  building is
approximately  3,900 square feet and is  centrally  located near a major mall, a
business district and residential neighborhoods of upscale homes, townhouses and
apartments. The shopping mall, in very close proximity, is a popular destination
for  shoppers  in Boca  Raton,  Florida,  a city  well  known  for its  affluent
communities.  Close to the  major  highway  and two  major  thoroughfares,  this
restaurant represents the ideal combination of location and demographics for the
Company's  restaurant  theme and products.  This restaurant  began operations on
June 24, 2002 through a  wholly-owned  subsidiary,  Healthy Bites Grill of Boca,
Inc., a Florida corporation organized on May 7, 2001.

         The  lease  for  this  location  is for a  five-year  period  with  two
five-year  options,  with initial  monthly rental payments of $8,333 plus common
area maintenance of approximately  $1,900 and real estate taxes of approximately
$1,400.  Subsequent to June 29, 2003,  the total amount of the monthly  payments
has been reduced, as the common area maintenance  payments have been removed due
to a re-negotiation of the lease.

         For the six and three  months  ending  June 29,  2003,  the Boca  Raton
restaurant reported revenues of $406,089 and $196,998,  respectively, and losses
of $120,932 and $61,811, respectively.

         For the  period  of June 24,  2002 to June  30,  2002,  the Boca  Raton
restaurant reported revenues of $13,066 and a loss of $102,491.

         HEALTH EXPRESS FRANCHISE COMPANY

         On July 10, 2001 the Company  entered into an agreement  with Francorp,
Inc.,  a  major   franchise-consulting   group,   to  develop  and  implement  a
comprehensive  franchise  program.  This program provides  assistance in various
phases including:

         -Strategic Planning and Program Structure

         -Franchise Documentation

         -Franchise Operations Manuals


                                       12

<PAGE>

         -Franchise Marketing Plan

         -Franchise Sales Consulting

         -One Year Consulting Services

         Francorp,  with the  assistance of the Company,  has completed a review
draft of the  Operations  Manuals  and a Recipe  and Prep Book.  The  Operations
Manuals and Recipe and Prep book outline  specific  operational  procedures with
recommended  guidelines for menu item pricing and labor costs. These recommended
guidelines will be strictly implemented at the new Boca Raton restaurant,  which
will serve as the prototype for future franchisee operations.  The Company began
franchising efforts on October 1, 2002.

         The initial franchise fee is $30,000 and is payable to the Company upon
signing the franchise  agreement.  The initial franchise fee is fully earned and
non-refundable  unless the Company  doesn't  accept the  franchisee  at its home
office within 30 days of the signed  agreement.  If the franchisee fails to find
an approved site within 6 months of the signed agreement,  the Company can elect
to  terminate  the  agreement  while  retaining  the initial  franchise  fee. An
advertising  fee of $5,000 is due upon signing the  franchise  agreement to fund
the grand  opening  advertising.  This  advertising  fee will be refunded if any
portion of the initial franchise fee is refunded.  The initial franchise fee and
advertising  fee will be  recognized  as revenue when the  restaurant  commences
operations.  The Company will provide initial training and materials for up to 3
trainees for no additional cost.

         On February  20, 2003,  the Company sold its first  franchise to one of
the  Company's  directors.  The  franchisee  has  identified  a location  and is
currently building out a restaurant located in South Florida.  The terms of this
franchise  agreement  are  based on the  standard  franchise  agreement  with no
special  consideration.  The franchise fee received by Health Express during the
six  months  ending  June  29,  2003  was  $30,000,  plus an  additional  $5,000
advertising deposit.

LIQUIDITY AND CAPITAL RESOURCES

         As of August 7, 2003 Health Express has  approximately  $84,000 in cash
and cash equivalents. This amount of available cash is not sufficient to satisfy
Health Express' need for working capital for the short term.

         Cash used in operating  activities  during the six months  period ended
June 29, 2003 was  $417,683,  compared  to  $232,098  for the same period a year
earlier.  The  increase  of  $185,585  was mainly due to the  increase in Health
Express' net loss for the six month period ended June 29, 2003.

         Cash  provided by  investing  activities  was $14,689 for the six month
period ended June 29, 2003,  compared to cash used in  investing  activities  of
$512,660 in the same period for 2002.  The  increase in cash  provided to Health
Express  from  investing  activities  was  attributable  to the fact that Health
Express did not purchase significant property or equipment during the six months
ended June 29, 2003 compared with  purchases of property and equipment  totaling
$505,727 during the same period in 2002.

         Cash provided by from financing activities during the six months period
ended June 29, 2003 was  $455,750,  compared  to $566,635  for the same period a
year  earlier.  The decrease of $110,885 for the 2003 period was mainly due to a
decrease in proceeds  received  from stock  issuances,  however,  offset to some
extent to due the proceeds  from the issuance of  convertible  debentures in the
2003 period.

         Health Express also received $155,750 in new loans from related parties
during the six months  ended June 29,  2003.  There is no  assurance  that these
individuals  would be willing to make such loans in the future, or if such loans
were  available,  that they  would be at terms  acceptable  to  Health  Express.
Management  realizes  that Health  Express must  ultimately  be able to generate
sufficient cash flows from the profitable  operation of the business to allow it
to successfully sustain itself independent of outside capital and loans.

         To raise  additional  funds the Company may seek  additional  financing
through the sale of its securities.  On March 8, 2002, the Company  commenced an
offering for sale to accredited investors of up to 250 units at $6,000 per unit,
each  unit  consisting  of  the  Company's  common  stock  and  warrants,  under
Regulation D of the Securities Act of 1933, as amended (the  "Securities  Act").
The Company raised $258,750 through this offering.  These proceeds were used for
the opening of the Boca Raton restaurant and for working capital.  However,  due
to a change in  market  conditions,  the  Board  determined  to  terminate  this
offering  as of July 17,  2002 and seek  additional  funds  through  alternative
financing. On August 15, 2002, the


                                       13
<PAGE>

Board  approved the offering of up to $350,000 in additional  financing  through
the sale of  1,000,000  shares of the  Company's  restricted  stock on a private
placement  basis  pursuant to Section 4(2) of the  Securities  Act at a purchase
price of $.35 per share for gross  proceeds of $350,000.  The Company has raised
$275,000 through this offering.

         On January 17,  2003,  Health  Express  sold  $250,000  of  convertible
debentures to Cornell Capital  Partners,  L.P.  Cornell Capital Partners was the
purchaser of the convertible  debentures.  These debentures accrue interest at a
rate of 5% per  year  and  mature  three  years  from  the  issuance  date.  The
debentures are convertible at the Cornell Capital  Partners'  option any time up
to maturity at a conversion  price equal to the lower of (i) 120% of the closing
bid price of the common  stock as of the closing date or (ii) 80% of the average
closing bid price of the common stock for the three  lowest  trading days of the
five trading days immediately preceding the conversion date. At maturity, Health
Express  has the  option to either  pay the  holder  the  outstanding  principal
balance and accrued  interest or to convert the debentures into shares of common
stock at a  conversion  price  equal to the lower of (i) 120% of the closing bid
price of the  common  stock as of the  closing  date or (ii) 80% of the  average
closing bid price of the common stock for the three  lowest  trading days of the
five trading days immediately  preceding the conversion date. Health Express has
the right to redeem  the  debentures  upon  thirty  days  notice for 120% of the
amount redeemed.  Upon such redemption,  Cornell Partners shall receive warrants
equal to 10,000  shares of common  stock for each  $100,000  redeemed  by Health
Express  with an  exercise  price  equal to 120% of the closing bid price of the
common stock on the closing date.  During the period  ending June 29, 2003,  the
Company recorded  $62,500 of interest  expense due to the beneficial  conversion
calculation  based on 80% of the average  closing bid price for the three lowest
days of the five trading days preceding January 17, 2003.

         On March 13, 2003, Health Express entered into an Equity Line of Credit
Agreement with Cornell Capital Partners,  L.P. This agreement also terminated an
Equity Line of Credit  Agreement  dated  January 16,  2003,  with  substantially
identical  terms  except  that the  January  agreement  contained  impermissible
conditions.  In addition,  the warrant in the January  agreement was terminated.
The March 2003 agreement  eliminated  the  impermissible  conditions.  Under the
March  agreement,  Health Express may issue and sell to Cornell Capital Partners
common  stock  for a total  purchase  price of up to $5.0  million.  Subject  to
certain  conditions,  Health Express is entitled to draw down on the Equity Line
of Credit now that the common stock to be issued under the Equity Line of Credit
has  been  registered  with  the  Securities  and  Exchange  Commission  and the
registration statement was declared effective on July 24, 2003 and for two years
thereafter. The purchase price for the shares will be equal to 95% of the market
price,  which is  defined as the lowest  closing  bid price of the common  stock
during the five  trading  days  following  the notice  date.  The amount of each
advance is subject to an aggregate  maximum advance amount of $100,000,  with no
advance occurring within seven trading days of a prior advance. In addition,  in
each advance notice Health Express shall establish a minimum  acceptable  price,
whereby the amount requested in the advance notice shall automatically  decrease
by 20% for each day of the five  succeeding  trading  days that the  closing bid
price is below  the  minimum  acceptable  price.  Cornell  Capital  Partners  is
entitled to a one-time commitment fee of $90,000, of which $75,000 has been paid
in cash and the balance  will be paid from the  proceeds of the initial  advance
under the Equity Line of Credit.  Cornell Capital Partners is entitled to retain
a fee of 5% of each advance.

         In addition,  Health Express  entered into a placement  agent agreement
with TN Capital  Equities,  Ltd.,  a registered  broker-dealer.  Pursuant to the
placement agent agreement, Health Express paid a one-time placement agent fee on
March 31, 2003 of 9,524  shares of common stock equal to  approximately  $10,000
based on Health Express' stock price on January 24, 2003.

         Subsequent to June 29, 2003,  the  registration  statement  relating to
shares issued under the Equity Line of Credit was declared  effective by the SEC
on July 24, 2003. Through August 13, 2003, Health Express had not made any draws
on the Equity Line of Credit.  Health  Express also issued a promissory  note to
Cornell Capital Partners for $300,000,  subsequent to June 29, 2003, on July 25,
2003, which has a 90-day term.

         Health  Express's  directors  also  may  provide  additional  funds  by
exercising their options.  Health Express may also seek  alternative  sources of
financing,  including  more  conventional  sources such as bank loans and credit
lines or loans from Health  Express's  officers.  However,  no assurances can be
given that  Health  Express  will be able to meet its short  term and  long-term
needs through the sale of securities or otherwise.

         From time to time Health  Express may evaluate  potential  acquisitions
involving complementary businesses,  content,  products or technologies.  Health
Express  has no  present  agreements  or  understanding  with  respect  to  such
acquisition.  Health Express's future capital  requirements  will depend on many
factors,  including growth of Health Express's restaurant


                                       14
<PAGE>

business,  the success of its franchising  operations,  economic  conditions and
other factors including results of future operations.

ITEM 3.  CONTROLS AND PROCEDURES

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         Within 90 days  prior to the date of this  Report,  we  carried  out an
evaluation,  under  the  supervision  and with the  participation  of our  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of our disclosure  controls and  procedures.  Based on this
evaluation,  our Chief Executive  Officer and Chief Financial  Officer concluded
that our disclosure  controls and  procedures  are effective in timely  alerting
them to material  information  required to be included in our  periodic  reports
that are filed with the Securities and Exchange  Commission.  It should be noted
that the  design  of any  system  of  controls  is based  in part  upon  certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future  conditions,  regardless  of how remote.  In  addition,  we reviewed  our
internal  controls,  and there have been no significant  changes in our internal
controls or in other  factors that could  significantly  affect  those  controls
subsequent to the date of their last valuation.

(B) CHANGES IN INTERNAL CONTROLS

         There were no significant  changes in Health Express' internal controls
or in other factors that could  significantly  affect these controls  during the
quarter  covered by this report or from the end of the  reporting  period to the
date of this Form 10-QSB.


                                       15
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

         During the six-month  period ended June 29, 2003 the Company issued the
following unregistered securities.

<TABLE>
<CAPTION>
                                                                          DATE         SHARES ISSUED        TOTAL
                                                                          ----         -------------        -----
<S>                                                                      <C>              <C>              <C>
Issuance of 142,858 shares of restricted stock at $0.35 per share -
Section 4(2) - to Susan Greenfield, a director of Health Express         03/30/03         142,858          $50,000

Issuance of 209,524 shares of restricted stock at
  $0.35 per share for services rendered by TN
  Capital Equities, Ltd. and Equitilink, LLC, both
  unrelated to Health Express                                            03/31/03         209,524          $73,333

Issuance of 10,000 shares of restricted stock at
  $0.35 for interest to Daniel Sartori Trust                             04/25/03          10,000           $3,500
</TABLE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)      EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO.          DESCRIPTION                                             LOCATION
-----------          -----------                                             --------
<S>                  <C>                                                     <C>
3.1                  Articles of Incorporation, as amended                   Incorporated by reference to Exhibit 2 to
                                                                             Health Express' Form 10-SB on October 6, 1999

3.2                  Bylaws                                                  Incorporated by reference to Exhibit 3(a) to
                                                                             Health Express' Form 10-SB filed on October
                                                                             6, 1999

3.3                  Articles of Incorporation of Healthy Bites Grill of     Incorporated by reference to Exhibit 3(b) to
                     Boca, Inc.                                              Form 10-QSB filed on August 13, 2001

3.4                  Articles of Incorporation of Health Express Franchise   Incorporated by reference to Exhibit 3(b) to
                     Company                                                 Form 10-QSB filed on August 13, 2001

10.1                 Warrants for 38,000 shares issued to Francorp, Inc.     Incorporated by reference to Exhibit 4 to
                                                                             Form 10-QSB filed on August 13, 2001

10.2                 Warrants for 2,000,000 shares issued to Rider           Incorporated by reference to Exhibit 4 to
                     Insurance Company                                       Form 10-QSB filed on August 13, 2001

10.3                 Lease between Health Express, Inc. and Saul Strachman   Incorporated by reference to Exhibit 10(a) to
                                                                             Health Express' Form 10-SB on October 6, 1999

10.4                 Employment agreement of Bruno Sartori                   Incorporated by reference to Exhibit 10 to
                                                                             Health Express' Form 10-QSB filed on
                                                                             November 14, 2000

10.5                 Franchise Development Agreement with Francorp, Inc.     Incorporated by reference to Exhibit 10(c) to
                                                                             Form 10-QSB filed on August 13, 2001
</TABLE>


                                       16

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.          DESCRIPTION                                             LOCATION
-----------          -----------                                             --------
<S>                  <C>                                                     <C>
10.6                 Lease between Healthy Bites Grill of Boca, Inc. and     Incorporated by reference to Exhibit 10 to
                     Lester M. Entin Associates                              Form 10-QSB filed on May 14, 2001

10.7                 Lease between Crown Diversified Industries and Health   Incorporated by reference to Exhibit 10 to
                     Express, In. dated May 2, 2002                          Form 10-QSB filed on May 15, 2002

10.8                 Standard Asset Purchase Contract and Receipt dated      Incorporated by reference to Exhibit 99.2 to
                     July 19, 2002                                           Form 8-K filed on October 9, 2002

10.9                 Fourth Addendum to Standard Asset Purchase Contract     Incorporated by reference to Exhibit 99.3 to
                     and Receipt dated September 23, 2002                    Form 8-K filed on October 9, 2002

10.10                Addendum to Fourth Addendum to Standard Asset           Incorporated by reference to Exhibit 99.4 to
                     Purchase Contract and Receipt dated September 23, 2002  Form 8-K filed on October 9, 2002

10.11                Agreement between Health Express, Inc. and              Incorporated by reference to Exhibit 99.5 to
                     Roll-A-Round Real Roast Beef, Inc. dated September      Form 8-K filed on October 9, 2002
                     23, 2002

10.12                Lease Amendment and Assignment Agreement dated          Incorporated by reference to Exhibit 99.6 to
                     September 18, 2002                                      Form 8-K filed on October 9, 2002

10.13                Addendum to Lease Amendment and Assignment Agreement    Incorporated by reference to Exhibit 99.7 to
                     dated September 23, 2002                                Form 8-K filed on October 9, 2002

10.14                Escrow Agreement dated September 23, 2002               Incorporated by reference to Exhibit 99.8 to
                                                                             Form 8-K filed on October 9, 2002

10.15                Franchise Agreement between Health Express Franchise    Incorporated by reference to Exhibit 10.9 for
                     Company and Susan Greenfield                            Form 10-KSB filed on March 26, 2003

10.16                Equity Line of Credit Agreement dated March 13, 2003    Incorporated by reference to Exhibit 10.19 to
                     between the Registrant and Cornell Capital Partners LP  Amendment No. 1 to Form 10-KSB filed on April
                                                                             21, 2003

10.17                Registration Rights Agreement dated March 13, 2003      Incorporated by reference to Exhibit 10.20 to
                     between the Registrant and Cornell Capital Partners,    Form 10-KSB filed on March 26, 2003
                     LP

10.18                Escrow Agreement dated March 13, 2003 among the         Incorporated by reference to Exhibit 10.21 to
                     Registrant, Cornell Capital Partners, LP, Butler        Form 10-KSB filed on March 26, 2003
                     Gonzalez, LLP

10.19                Securities Purchase Agreement dated January 17, 2003    Incorporated by reference to Exhibit 10.22 to
                     among the Registrant and the Buyers                     Form 10-KSB filed on March 26, 2003

10.20                Escrow Agreement dated January 17, 2003 among the       Incorporated by reference to Exhibit 10.23 to
                     Registrant, the Buyers, and Butler Gonzalez, LLP        Form 10-KSB filed on March 26, 2003

10.21                Debenture Agreement Dated January 17, 2003 between      Incorporated by reference to Exhibit 10.24 to
                     the Registrant and Cornell Capital Partners LP          Form 10-KSB filed on March 26, 2003

10.22                Investor Registration Rights Agreement dated            Incorporated by reference to Exhibit 10.25 to
                     March 13, 2003 between the Registrant and the           Form 10-KSB filed on March 26, 2003
                     Investors

10.23                Placement Agent Agreement dated March 13, 2003 among    Incorporated by reference to Exhibit 10.26 to
                     the Registrant, NT Capital Equities, Ltd. and Cornell   Form 10-KSB filed on March 26, 2003
                     Capital Partners LP

10.24                Employment Agreement of Douglas Baker                   Incorporated by reference to Exhibit 10.4 to
                                                                             Form 10-KSB filed on March 26, 2003
</TABLE>

<TABLE>
<CAPTION>
EXHIBIT NO.          DESCRIPTION                                             LOCATION
-----------          -----------                                             --------
<S>                  <C>                                                     <C>
10.25                Employment Agreement of Marco D'Alonzo                  Incorporated by reference to Exhibit 10.5 to
                                                                             Form 10-KSB filed on March 26, 2003

10.26                Employment Agreement of Raymond Nevin                   Incorporated by reference to Exhibit 10.6 to
                                                                             Form 10-KSB filed on March 26, 2003

10.27                Agreement between Health Express USA, Inc. and J.       Incorporated by reference to Exhibit 10.27 to
                     Pollack & Company, Inc. dated March 31, 2003            Form SB-2 Registration Statement filed on
                                                                             April 4, 2003

10.28                Agreement between Health Express USA, Inc. and          Incorporated by reference to Exhibit 10.28 to
                     Equitilink, LLC dated March 31, 2003                    Form SB-2 Registration Statement filed on
                                                                             April 4, 2003

31.1                 Certification by Chief Executive Officer pursuant to    Provided herewith
                     15 U.S.C. Section 7241, as adopted pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002

31.2                 Certification by Chief Financial Officer pursuant to    Provided herewith
                     15 U.S.C. Section 7241, as adopted pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002

32.1                 Certification by Chief Executive Officer pursuant to    Provided herewith
                     18 U.S.C. Section 1350, as adopted pursuant to
                     Section 906 of the Sarbanes-Oxley Act of 2002

32.2                 Certification by Chief Financial Officer pursuant to    Provided herewith
                     18 U.S.C. Section 1350, as adopted pursuant to
                     Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

(B)      CURRENT REPORT ON FORM 8-K DURING THE QUARTER ENDED JUNE 29, 2003:

         Current  Report on Form 8-K filed on May 15,  2003  pursuant  to Item 5
(Other  Events)  reporting  that as a result of a comment  letter  issued by the
Securities and Exchange  Commission ("SEC") on May 2, 2003 ("Comment Letter") in
response to a Form SB-2 registration statement filed by Health Express USA, Inc.
on April 4, 2003, Health Express would be amending its SEC filings and restating
its  financial  statements  to  reflect  the  closure  of Health  Express'  Fort
Lauderdale  restaurant in September 2002 as "discontinued  operations" beginning
with the period ended September 29, 2002. Health Express has,  subsequent to the
filing of the Form 8-K on May 15,  2003,  filed an amended  Form  10-QSB for the
quarter ended September 29, 2002, and an amended Form 10-KSB for the fiscal year
ended December 29, 2002.

                                   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.

                                  HEALTH EXPRESS USA, INC.
                                  (REGISTRANT)

August 13, 2003                   /s/ Douglas Baker
                                  -----------------------------------------
Date                              Douglas Baker, President

August 13, 2003                   /s/ Patricia Durante
                                  -----------------------------------------
Date                              Patricia Durante, Chief Financial Officer


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