<PAGE>


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

                                  FORM 10-QSB/A

(Mark One)

[X]       QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
          ACT OF 1934 For the quarterly period ended SEPTEMBER 29, 2002

[ ]       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)

<TABLE>
<CAPTION>
<S>                                                                         <C>
                           FLORIDA                                                      65-0847995
-------------------------------------------------------------              ------------------------------------
(State or other jurisdiction of incorporation or organization)             (IRS Employer Identification Number)

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

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

         275 COMMERCIAL BLVD., SUITE 260                                       FORT LAUDERDALE, FLORIDA 33308
---------------------------------------------------------------------------------------------------------------
                     (Former name, former address and former fiscal year, if changed since last report)
</TABLE>

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 OCTOBER 29, 2002
                     -----           --------------------------------------
                 Common Stock                   10,328,181







<PAGE>



                                     PART I
                              FINANCIAL STATEMENTS


ITEM 1:  FINANCIAL INFORMATION

                            HEALTH EXPRESS USA, INC.
                           CONSOLIDATED BALANCE SHEETS
              September 29, 2002 (unaudited) and December 30, 2001
                                    Restated

<TABLE>
<CAPTION>

                                     ASSETS
                                                                             September 29,          December 30,
                                                                                   2002                 2001
                                                                             --------------       ---------------
 CURRENT ASSETS
<S>                                                                         <C>                   <C>
      Cash and cash equivalents                                             $        28,385       $       211,169
      Inventory                                                                      21,294                     -
      Prepaid expenses and other                                                     20,336                18,221
      Assets of discontinued operations                                                                     9,679
                                                                                          -
                                                                            ---------------       ---------------
      TOTAL CURRENT ASSETS                                                           70,015               239,069

 PROPERTY AND EQUIPMENT, net                                                        597,305               110,172

 DEPOSITS                                                                            65,193                62,510

 OTHER ASSETS OF DISCONTINUED OPERATIONS                                                                  221,563
                                                                                          -
                                                                            ---------------       ---------------
      TOTAL                                                                 $       732,513       $       633,314
                                                                            ===============       ===============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
      Accounts payable                                                      $       101,640       $         6,547
      Accrued liabilities                                                            63,724                50,651
      Notes payable - related parties                                                82,660                     -
      Liabilities of discontinued operations                                         21,611                19,635
                                                                            ---------------       ---------------
      TOTAL CURRENT LIABILITIES                                                     269,635                76,833
                                                                            ---------------       ---------------
 OTHER LIABILITIES OF DISCONTINUED OPERATIONS                                             -                 5,694
                                                                            ---------------       ---------------
 STOCKHOLDERS'EQUITY
 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
 9,985,323 and 8,550,123 issued and outstanding at September 29, 2002
 and December 30, 2001 respectively                                                   9,985                 8,550
 Additional paid-in capital                                                       8,088,350             7,347,867
 Accumulated deficit                                                             (7,635,457)           (6,805,630)
                                                                            ---------------       ---------------
      TOTAL STOCKHOLDERS' EQUITY                                                    462,878               550,787
                                                                            ---------------       ---------------
      TOTAL                                                                 $       732,513     $         633,314
                                                                            ===============       ===============
</TABLE>

                 See notes to consolidated financial statements

                                       2

<PAGE>


                            HEALTH EXPRESS USA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
         FOR THE PERIODS ENDED SEPTEMBER 29, 2002 AND SEPTEMBER 30, 2001
                                    Restated

<TABLE>
<CAPTION>
                                                   Nine Months         Three Months         Nine Months          Three Months
                                                      Ended               Ended                Ended                 Ended
                                                September 29, 2002  September 29, 2002   September 30, 2001    September 30, 2001
                                                ------------------  ------------------   -------------------  -------------------
<S>                                                <C>                 <C>                  <C>                   <C>
REVENUES, net                                   $          263,521  $          250,455   $                 -  $                 -

COST OF COMPANY RESTAURANT SALES

Food and paper                                              98,164              94,488                     -                    -
Labor                                                      106,211             101,014                     -                    -
Occupancy                                                   34,090              31,020                     -                    -
Marketing                                                   15,828              13,596                     -                    -
Repairs                                                      5,992               5,992                     -                    -
Pre-opening expenses                                        98,136                   -                64,725               40,537
Other direct costs                                          19,870              14,282                     -                    -
                                                ------------------  ------------------   -------------------   ------------------
Total Cost of Company Restaurant Sales                     378,291             260,392                64,725               40,537
                                                ------------------  ------------------   -------------------   ------------------
OTHER EXPENSES
Compensation                                               121,913              49,204               384,012               64,990
Compensatory stock and options                             126,347              47,172               269,875              205,000
Depreciation                                                33,304              33,370                     -                    -
General and Administrative                                 214,947              55,986               280,436              153,438
                                                ------------------  ------------------   -------------------   ------------------
TOTAL OTHER EXPENSES                                       496,511             185,732               934,323              423,428
                                                ------------------  ------------------   -------------------   ------------------
TOTAL EXPENSES                                             874,802             446,124               999,048              463,965
                                                ------------------  ------------------   -------------------   ------------------
LOSS FROM OPERATIONS                                      (611,281)           (195,669)             (999,048)            (463,965)
OTHER NON-OPERATING INCOME (EXPENSE)
Interest Income                                                383                 383                     -                    -
Interest Expense                                            (4,829)             (3,265)               (4,753)              (1,445)
                                                ------------------  ------------------   -------------------   ------------------
TOTAL OTHER NON-OPERATING (EXPENSE), net                    (4,446)             (2,882)               (4,753)              (1,445)

LOSS BEFORE PROVISION
FOR INCOME TAXES                                          (615,727)           (198,551)           (1,003,801)            (465,410)

PROVISION FOR INCOME TAXES                                       -                   -                     -                   -
                                                ------------------  ------------------   -------------------    -----------------
LOSS FROM CONTINUING OPERATIONS                           (615,727)           (198,551)           (1,003,801)            (465,410)

DISCONTINUED OPERATIONS
Loss from operations of discontinued
  Fort Lauderdale restaurant,
  net of taxes (including loss
  on disposal of ($30,970, $30,970,
  $0 and $0)                                              (214,100)            (111,613)             (183,847)            (57,687)
                                                ------------------   ------------------   -------------------   -----------------
LOSS ON DISCONTINUED OPERATIONS                           (214,100)            (111,613)             (183,847)            (57,687)
                                                ------------------   ------------------   -------------------   -----------------

       NET LOSS                                 $         (829,827)  $         (310,164)  $        (1,187,648)  $        (523,097)
                                                ==================   ==================   ===================   =================
LOSS PER COMMON SHARE:
From continuing operations, basic and diluted   $            (0.07)  $            (0.02)  $             (0.13)  $           (0.05)
                                                ==================   ==================   ===================   =================
From discontinued operations, basic and diluted $            (0.02)  $            (0.01)  $             (0.02)  $           (0.01)
                                                ==================   ==================   ===================   =================
Net loss per common share, basic and diluted    $            (0.09)  $            (0.03)  $             (0.15)  $           (0.06)
                                                ==================   ==================   ===================   =================
Weighted average common shares outstanding               9,347,705            9,759,389             7,674,953           8,526,367
                                                ==================   ==================   ===================   =================

</TABLE>

                 See notes to consolidated financial statements

                                       3
<PAGE>


<PAGE>

                            HEALTH EXPRESS USA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
         FOR THE PERIODS ENDED SEPTEMBER 29, 2002 AND SEPTEMBER 30, 2001
                                    Restated


<TABLE>
<CAPTION>
                                                                    Nine Months               Nine Months
                                                                       Ended                    Ended
                                                                 September 29, 2002        September 30, 2001
                                                                 ------------------       -------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                              <C>                      <C>
    Net loss                                                     $         (829,827)      $        (1,187,648)
    Loss from discontinued operations                                       214,100                   183,847
                                                                 ------------------       -------------------
    Loss from continuing operations                                        (615,727)               (1,003,801)
    Adjustments to reconcile net loss from continuing operations
    to net cash used in operating activities
      Depreciation                                                           33,304                        -
      Common stock issued for services                                       79,979                   298,525
      Issuance of stock options                                              46,368                   269,875
      Changes in certain assets and liabilities
        Inventory, prepaid expenses and other assets                        (23,588)                  (57,106)
        Accounts payable and accrued liabilities                            108,166                    23,333
                                                                 ------------------       ------------------
        Net cash used in continuing operations                             (371,498)                 (469,174)
        Net cash used in discontinued operations                            (94,919)                 (131,031)
                                                                 ------------------       -------------------
        NET CASH USED IN OPERATING ACTIVITIES                              (466,417)                 (600,205)
                                                                 ------------------       -------------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                      (516,868)                  (59,440)
   Changes in deposits                                                       (2,683)                       -
                                                                 ------------------       -------------------
        Net cash used in continuing operations                             (519,551)                  (59,440)
        Net cash provided by discontinued operations                        120,000                        -
                                                                 ------------------       -------------------
        NET CASH USED IN INVESTING ACTIVITIES                              (399,551)                  (59,440)
                                                                 ------------------       -------------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Notes payable - related parties                                           82,660                         -
   Net proceeds from issuance of common stock                               615,750                 1,082,870
                                                                 ------------------       -------------------
        Net cash provided by continuing operations                          698,410                 1,082,870
        Net cash used in discontinued operations                            (15,226)                   (5,015)
                                                                 ------------------       -------------------
        NET CASH PROVIDED BY FINANCING ACTIVITIES                           683,184                 1,077,855
                                                                 ------------------       -------------------
        NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS               (182,784)                  418,210

CASH AND CASH EQUIVALENTS, Beginning of the period                          211,169                     9,170
                                                                 ------------------       -------------------
CASH AND CASH EQUIVALENTS, End of the period                     $           28,385       $           427,380
                                                                 ==================       ===================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid during the period for interest                     $            4,641       $             4,752
                                                                 ==================       ===================
    Cash paid during the period for income taxes                 $                -       $                 -
                                                                 ==================       ===================

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES
</TABLE>



During the quarters  ending March 31, 2002 and 2001,  shareholders  made capital
contributions  to the  Company in the form of the  Company's  common  stock with
values of approximately $71,500 and $150,000, respectively.



                 See notes to consolidated financial statements

                                       4
<PAGE>



                            HEALTH EXPRESS USA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 29, 2002
                                   (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 September 29, 2002 and September 30, 2001 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 2001 has been  reclassified to conform to
the  2002  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 filed for the
year ended December 30, 2001.



DISCONTINUED OPERATIONS AND RESTATEMENT

         During the third  quarter of 2002,  the Company  committed to a plan to
sell our interests in the Fort Lauderdale restaurant, and on September 23, 2002,
we closed on the sale.  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  requested  that  the
Company's  financial  statements  be  restated to account for the closure of the
Fort  Lauderdale  restaurant  in  September  2002 as  "discontinued  operations"
beginning  with the period ended  September  29, 2002,  pursuant to Statement of
Financial  Accounting  Standards ("SFAS") No. 144. The result of the application
of SFAS  No.  144 is to  consolidate  a  significant  portion  of the  Company's
operations, assets and liabilities into "discontinued operations" beginning with
the three month period ended  September  29,  2002.  The Company 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 for accounting and reporting  purposes.
Quantitatively,  the net loss and stockholders'  equity for the Company will not
change  from what has been  previously  reported.  This  change  will affect the
comparison  between the period  ended  September  29,  2002 to the year  earlier
periods, as the Company will no longer show revenues or costs from the operation
of the Fort Lauderdale restaurant in continuing operations.

         As of result of these  changes from  applying SFAS No. 144, the Company
is restating its financial statements for the affected periods, and is filing an
amended  quarterly  report on Form  10-QSB  for the  three  month  period  ended
September  29,  2002 and will also be filing an  amended  annual  report on Form
10-KSB for the year ended December 29, 2002.



ORGANIZATION


         Health  Express  USA,  Inc.  (the  "Company" or "Health  Express")  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 a
personal 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,


                                       5


<PAGE>




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 now
shown as discontinued operations in the accompanying financial statements.


         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.

         On July 10, 2001 the Company  entered into an agreement  with Francorp,
Inc., a consulting firm  specializing in the development and  implementation  of
comprehensive  franchise programs. The Company will conduct franchise operations
through  a  wholly  owned   subsidiary,   Health  Express   Franchise   Company,
incorporated in Florida on May 7, 2001.


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  start  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
September  29,  2002 and  September  30,  2001 by  approximately  6,332,166  and
5,987,166, respectively.



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 beared interest at 5.5%
per annum.  Subsequent  to September 29, 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 Company also received $12,660 in
short-term financing from another related party, Susan Greenfield, on August 12,
2002. There is a written note payable agreement,  with interest computed at 5.5%
per annum.


INCOME TAXES

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


                                       6

<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSES OF 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,   "Health  Express")  is  hereby  providing
cautionary  statements  identifying  important  factors  that could cause Health
Express'   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.



DISCONTINUED OPERATIONS AND RESTATEMENT

         In response to the filing of Form SB-2 Registration  Statement on April
4, 2003,  the SEC has  requested  that the  financial  statements be restated to
account for the closure of the Fort  Lauderdale  restaurant in September 2002 as
"discontinued  operations"  beginning with the period ended  September 29, 2002,
pursuant to Statement of Financial  Accounting  Standards  ("SFAS") No. 144. The
result  of the  application  of SFAS No.  144 is to  consolidate  a  significant
portion of Health Express' operations, assets and liabilities into "discontinued
operations" beginning with the three month period ended September 29, 2002. This
change affects the comparison between the period ended September 29, 2002 to the
year earlier  periods,  as Health  Express will no longer show revenues or costs
from the operation of the Fort Lauderdale  restaurant in continuing  operations.
Quantitatively,  the net loss and  stockholders'  equity for Health Express will
not change from what has been previously reported.  As a result of these changes
from  applying  SFAS No. 144,  Health  Express has  restructured  the  following
descriptions  of its results of  operations  to reflect the  restatement  of its
financial statement for the periods ended September 29, 2002.


FINANCIAL CONDITION

         We had net losses of $829,827  and  $310,164  for the nine months ended
September 29, 2002 and the three months ended  September 29, 2002  respectively.
As of September 29, 2002, we had cash on hand of $28,385 and current liabilities
of $269,635.  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
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 restaurant began operations on April 10, 2000. For the period beginning
December  31,  2001 and ending  September  23, 2002 (the date of the sale of the
restaurant  equipment and supplies),  Healthy Bites Grill,  Inc., the subsidiary
that operated the Fort Lauderdale restaurant,  reported net revenues of $200,427
and losses of $195,403.  For the period  beginning  June 24, 2002,  the date the
Boca Raton restaurant opened, and ending September 29, 2002, Healthy Bites Grill
of Boca, Inc., the subsidiary that operates the Boca Raton restaurant,  reported
revenues of $263,521




                                       7
<PAGE>




and a loss of  $151,698.  The total  consolidated  loss of $829,827 for the nine
month  period  ending   September  29,  2002  includes  losses  from  restaurant
operations and general and administrative expenses.


<TABLE>
<CAPTION>
                                                                                              NINE MONTHS       NINE MONTHS
                                                                                                 ENDED             ENDED
                                                                                              SEPTEMBER 29,     SEPTEMBER 30,
                                                                                                  2002             2001
                                                                                              -------------    -------------
<S>                                                                                            <C>              <C>
Loss from Discontinued Operations, Healthy Bites Grill, Inc.                                  $     214,100      $   183,847
Loss from Restaurant Operations, Healthy Bites Grill of Boca, Inc.                                  151,698           64,725
Losses attributed to Health Express USA, Inc. and Health Express Franchise Company                  464,029          939,076
                                                                                              -------------    -------------
Consolidated loss                                                                             $     829,827      $ 1,187,648
                                                                                              =============    =============
</TABLE>


RESULTS ON A CONSOLIDATED BASIS


         REVENUES

         Health Express had revenues of $263,521 and $250,455 for the nine month
and three month periods ended  September 29, 2002,  respectively,  compared with
revenues of $0 for the same periods in 2001.  These are the revenues of our Boca
Raton   restaurant.   The  increase  in  revenues  is   primarily   due  to  the
reclassification  of the  revenues  from the  Fort  Lauderdale  restaurant  into
discontinued  operations.  Accordingly,  the  comparison  between the respective
periods is not indicative of growth in our operations.


         COSTS OF COMPANY RESTAURANT SALES

         Health Express' cost of company restaurant sales for the nine month and
three  month  periods  ended  September  29,  2002 was  $378,291  and  $260,392,
respectively.  The cost of  restaurant  sales in the  corresponding  prior  year
periods  is zero.  The year 2002  amounts  are the  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  periods is not indicative a 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 $496,511 for the
nine month period ended  September  29, 2002,  compared  with other  expenses of
$934,323 in the same period for 2001.  The decrease was mainly due to a decrease
in compensation and compensatory stock and options charges.  For the three month
period,  Health  Express had other expenses  totaling  $185,732 and $423,428 for
2002 and 2001, respectively. Again, the decrease was mainly due to a decrease in
compensation   stock  and  option   charges   and  a  decrease  in  general  and
administrative expenses.


RESULTS ON A SEPARATED BASIS


         HEALTH EXPRESS USA, INC. - SEPTEMBER 29, 2002 AS COMPARED TO SEPTEMBER
         30, 2001

         The  loss  for the nine  month  period  ending  September  29,  2002 of
$464,029  includes stock  compensation of $79,979 paid to officers and employees
and $46,368 for modification of stock options issued in a prior year (non-cash).
The exclusion of these non-cash items and  depreciation  of $33,304 results in a
proforma loss of $304,378.

         For the nine-month period ending September 30, 2001 Health Express USA,
Inc.  reported a loss of $939,076.  This loss includes  non-cash  charges in the
form of stock and stock  options  compensation  paid to officers,  directors and
employees of $568,400.  The exclusion of the above  non-cash  items results in a
proforma  loss of  $370,676  for the  period  ending  September  30,  2001.  The
comparative proforma loss of $304,378 for the nine month period ending September
29,  2002,  computed  without  regard to selected  non-cash  items  represents a
decrease  of $66,298  compared  to the  comparative  loss for the period  ending
September 30, 2001,  also computed  without regard to selected  non-cash  items.
This decrease is due primarily to lower advertising, insurance and office salary
expenses.



                                       8
<PAGE>


         HEALTHY BITES GRILL, INC. - SEPTEMBER 29, 2002 AS COMPARED TO
         SEPTEMBER 30, 2001

         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 has reported net losses.  The  restaurant  revenues and expenses have
been  disclosed as a  discontinued  operation.  For the period from December 31,
2001 through  September 29, 2002,  the  restaurant  had revenues of $200,427 and
expenses  of  $414,527.  For the nine  months  ended  September  30,  2001,  the
restaurant  had revenues of $326,002  and  expenses of $509,849.  The losses for
discontinued  operations  were  $214,100  and $183,847 for the nine months ended
September  29,  2002 and  September  29,  2001,  respectively.  The losses  from
discontinued  operations  were  $111,613  and $57,687 for the three months ended
September 29, 2002 and September 30, 2001  respectively.  Losses from restaurant
operations  for Fort  Lauderdale  from selected prior  quarterly  periods are as
follows:

                                                LOSS FROM
                      QUARTER ENDED            OPERATIONS
                      ----------------------  --------------
                      9-30-2001                   $  57,687
                      12-30-2001                  $  29,968
                      3-31-2002                   $  20,022
                      6-30-2002                   $  19,538
                      9-29-2002                   $  80,643


         HEALTHY BITES GRILL OF BOCA, INC.

         On May 7, 2001,  Health Express 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
Health Express' 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.

         For the period of June 24, 2002 to September  29, 2002,  the Boca Raton
restaurant reported revenues of $263,521 and a loss for 2002 of $151,698.


         HEALTH EXPRESS FRANCHISE COMPANY

         On July  10,  2001,  Health  Express  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:


          o    Strategic Planning and Program Structure

          o    Franchise Documentation

          o    Franchise Operations Manuals

          o    Franchise Marketing Plan

          o    Franchise Sales Consulting

          o    One Year Consulting Services


         The fee for the above  program  was  $136,000  and it was  recorded  in
fiscal year 2001.  With the  assistance  of Francorp,  Inc.,  Health  Express is
currently  preparing  a  Uniform  Franchise  Offering  Circular,  with a  filing
expected for the end of the 2002.




                                       9
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

         As of October 31, 2002,  Health  Express has  approximately  $52,000 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.  Subsequent
to September  29, 2002,  the $50,000  note payable from a related  party,  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. Health Express has from time to time
obtained  advances and loans from related  parties.  No assurances  can be given
that  Health  Express  will be able to obtain  any  additional  funds  from such
sources in the future.

         To raise additional funds Health Express may seek additional  financing
through the sale of its securities.  On March 8, 2002,  Health Express commenced
an offering  for sale to  accredited  investors of up to 250 units at $6,000 per
unit, each unit  consisting of Health Express' common stock and warrants,  under
Regulation D of the Securities Act of 1933, as amended (the  "Securities  Act").
Health Express 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 Board approved the offering of up to $350,000
in additional  financing through the sale of 1,000,000 shares of Health Express'
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.  Through October 31, 2002, Health Express has raised  $105,000 through
this  offering.  However, no assurance is given that Health Express will be able
to sell any of the  remaining  shares or raise sufficient funds  to meet current
capital needs.

         Cash used in operating  activities during the nine-month periods ending
September  29, 2002 and  September  30,  2001 were  $(466,417)  and  $(600,205),
respectively.

         Cash used in investing  activities was $(399,551) and $(59,440) for the
nine months ended September 29, 2002 and September 30, 2001, respectively.

         Cash provided by financing  activities were $683,184 and $1,077,855 for
the nine months ended  September 29, 2002 and September 30, 2001,  respectively.
The decrease in cash provided from financing activities was mainly the result of
less net proceeds from the issuance of our common stock.

         Health  Express'   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'  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'  future  capital  requirements  will  depend on  many  factors,
including growth of Health Express' restaurant  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.



                                       10
<PAGE>



(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.




                                       11
<PAGE>




<PAGE>

                                     PART II
                                OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES

         (A), (B) and (D) - None.

         (C) - During the period ended  September 29, 2002 Health Express issued
the following unregistered securities.




<TABLE>
<CAPTION>
COMMON STOCK                                                                   DATE             SHARES ISSUED        TOTAL ($)
-------------------------------------------------------------------            -------------  -----------------    ---------------
<S>                                                                            <C>              <C>                   <C>
Issuance of 500 restricted shares at $0.25 per share - to employee             01/24/02                 500         $    125.00

Issuance of 2,000 restricted shares at $0.25 per share - to
  Restaurant Managers                                                          01/24/02               2,000         $    500.00
Issuance of 16,700 restricted shares at $0.25 per share - to Bruno Sartori     01/24/02              16,700         $  4,175.00

Issuance of 1,008,000 restricted stock at $0.25 per share - private
  offering to accredited investors, unaffiliated with Health
  Express, and Susan Greenfield, who purchased 336,000 shares                  02/15/02           1,008,000         $252,000.00

Issuance of 129,000 restricted stock at $0.75 per share - private offering(a)  05/06/02             129,000          $96,750.00

Issuance of 24,000 restricted stock at $0.75 per share - private offering(a)   05/13/02              24,000          $18,000.00

Issuance of 16,000 restricted stock at $0.75 per share - private  offering(a)  05/20/02              16,000          $12,000.00

Issuance of 25,000 restricted stock at $1.50 per share - Bruno Sartori         05/28/02              25,000          $37,500.00

Issuance of 25,000 restricted stock at $1.50 per share - to employee           05/28/02              25,000          $37,500.00

Issuance of 96,000 restricted stock at $0.75 per share - private offering(a)   06/03/02              96,000          $72,000.00

Issuance of 64,000 restricted stock at $0.75 per share - private offering(a)   06/21/02              64,000          $48,000.00

Issuance of 16,000 restricted stock at $0.75 per share - private offering(a)   07/10/02              16,000          $12,000.00

Issuance of 300,000 restricted stock at $0.35 per share - private offering(b)  09/06/02             300,000         $105,000.00

Issuance of 142,858 restricted stock at $0.35 per share - private offering(b)  10/18/02             142,858          $50,000.00

Issuance of 200,000 restricted stock at $0.35 per share - private offering(b)  10/23/02             200,000          $70,000.00
</TABLE>




 (a)     Health  Express  sold  345,000  shares of common  stock and warrants to
         accredited investors,  unaffiliated with Health Express, under Rule 505
         of Regulation D of the Securities  Act, for total proceeds of $258,750.
         The offering was terminated on July 17, 2002.

(b)      During 2002,  Health  Express  sold  642,858  shares of common stock to
         accredited  investors  under Section 4(2) of the Securities Act at $.35
         per share for total proceeds of $225,000. Of this total, 342,858 shares
         were sold after September 29, 2002, but prior to the end of 2002.

         On August 31, 2002, the employment agreement for Bruno Sartori as Chief
Financial  Officer of Health Express expired and Mr. Sartori  notified the Board
of Directors that he would not seek to extend the agreement. On August 30, 2002,
the Board  approved an  extension  of the  exercise  period for the  unexercised
options  granted to Mr. Sartori under his  employment  agreement for a five-year
period ending August 31, 2007.


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
</TABLE>


                                       12
<PAGE>


<TABLE>
<CAPTION>
EXHIBIT NO.           DESCRIPTION                                             LOCATION
----------------      -----------------------------------------------------   ---------------------------------------------------
<S>                   <C>                                                     <C>
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 Form
                      Insurance Company                                        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

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, Inc. 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 Purchase   Incorporated by reference to Exhibit 99.4 to
                      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 23,   Form 8-K filed on October 9, 2002
                      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
</TABLE>





                                       13
<PAGE>


<TABLE>
<CAPTION>
EXHIBIT NO.           DESCRIPTION                                             LOCATION
----------------      -----------------------------------------------------   ---------------------------------------------------
<S>                   <C>                                                     <C>
99.1                  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

99.2                  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

99.3                  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

99.4                  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


              (b) CURRENT REPORT ON FORM 8-K DURING THE QUARTER ENDED SEPTEMBER 29, 2002:

                  None.
</TABLE>



                                       14
<PAGE>






<PAGE>




                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Health Express has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

June 20, 2003               HEALTH EXPRESS USA, INC.


                            By: /s/ Douglas Baker
                                ----------------------------------------
                                Douglas Baker,
                                Chief Executive Officer and Director



                            By: /s/ Patricia Durante
                                ----------------------------------------
                                Patricia Durante,
                                Chief Financial Officer





                                       15
<PAGE>