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

                                   FORM 10-QSB

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

                  For the quarterly period ended March 30, 2003

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

            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                       (I.R.S. Employer Identification Number)
          of Incorporation or Organization)

1761 West Hillsboro Blvd., Suite 203, Deerfield Beach                           33442
-----------------------------------------------------                           -----
      (Address of Principal Executive Offices)                                (Zip Code)

      Issuer's telephone number, including area code (954) 570-5900
</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 May 14, 2003
    -----                        ----------------------------------

 Common Stock                                10,966,563
<PAGE>

                         PART 1: FINANCIAL INFORMATION


           Item 1: Financial Statements


                            HEALTH EXPRESS USA, INC.
                           CONSOLIDATED BALANCE SHEETS
                MARCH 30, 2003 (UNAUDITED) AND DECEMBER 29, 2002


<TABLE>
<CAPTION>

                                     ASSETS
                                                                      March 30,    December 29,
                                                                         2003           2002
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
CURRENT ASSETS
   Cash and cash equivalents                                         $    65,501    $     7,564

   Due from debenture holder                                              69,000           --
   Inventory                                                              13,748         18,907
   Prepaid expenses and other                                              4,783          6,188
                                                                     -----------    -----------
   TOTAL CURRENT ASSETS                                                  153,032         32,659

PROPERTY AND EQUIPMENT, net                                              535,709        567,323

DEPOSITS                                                                  54,475         62,478
                                                                     -----------    -----------
   TOTAL                                                             $   743,216    $   662,460
                                                                     ===========    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                  $   141,236    $   111,906
   Accrued liabilities                                                   152,643         72,655
   Deferred franchise revenue                                             30,000           --
   Notes payable - related parties                                       146,660        116,660
   Liabilities of discontinued operation                                   3,587          3,587
                                                                     -----------    -----------
   TOTAL CURRENT LIABILITIES                                             474,126        304,808
                                                                     -----------    -----------
LONG TERM DEBT - Convertible debentures                                  250,000           --
                                                                     -----------    -----------

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
10,511,039 and 10,368,181 issued and outstanding at March 30, 2003
and December 29, 2002 respectively                                        10,511         10,368
Additional paid-in capital                                             8,334,325      8,221,968
Accumulated deficit                                                   (8,325,746)    (7,874,684)
                                                                     -----------    -----------

   TOTAL STOCKHOLDERS' EQUITY                                             19,090        357,652
                                                                     -----------    -----------

   TOTAL                                                             $   743,216    $   662,460
                                                                     ===========    ===========
</TABLE>


                 See notes to consolidated financial statements.

                                        2

<PAGE>



                            HEALTH EXPRESS USA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)
          FOR THE THREE MONTHS ENDED MARCH 30, 2003 AND MARCH 31, 2002


<TABLE>
<CAPTION>
                                                       Three months          Three months
                                                           Ended                 Ended
                                                       March 30, 2003         March 31, 2002
                                                      ------------------     ----------------
<S>                                                    <C>                       <C>

REVENUES, net                                          $    209,091    $       --
COST OF COMPANY RESTAURANT SALES
Food and paper                                               71,480            --
Labor                                                        86,010            --
Occupancy                                                    35,273            --
Marketing                                                    14,570            --
Repairs                                                       4,280            --
Pre-opening expenses                                           --            38,755
Other direct costs                                           16,744            --
                                                       ------------    ------------
Total Cost of Company Restaurant Sales                      228,357          38,755
                                                       ------------    ------------
OTHER EXPENSES
Compensation                                                102,181          22,405
Depreciation                                                 31,614            --
General and Administrative                                  158,232          69,879
                                                       ------------    ------------
TOTAL OTHER EXPENSES                                        292,027          92,284
                                                       ------------    ------------
TOTAL EXPENSES                                              520,384         131,039
                                                       ------------    ------------
LOSS FROM OPERATIONS                                       (311,293)       (131,039)
OTHER NON-OPERATING INCOME (EXPENSE)
Interest income                                                 123             347
Interest expense                                           (139,892)         (1,142)
                                                       ------------    ------------
TOTAL OTHER NON-OPERATING (EXPENSE), net                   (139,769)           (795)

LOSS BEFORE PROVISION
FOR INCOME TAXES                                           (451,062)       (131,834)

PROVISION FOR INCOME TAXES                                     --              --
                                                       ------------    ------------
LOSS FROM CONTINUING OPERATIONS                            (451,062)       (131,834)

DISCONTINUED OPERATIONS
Loss from operations of discontinued Fort Lauderdale
  restaurant, net of taxes                                     --           (50,992)
                                                       ------------    ------------
LOSS ON DISCONTINUED OPERATIONS                                --           (50,992)
                                                       ------------    ------------
           NET LOSS                                    $   (451,062)   $   (182,826)
                                                       ============    ============
LOSS PER COMMON SHARE:
From continuing operations, basic and diluted          $      (0.04)   $      (0.01)
                                                       ============    ============
From discontinued operations, basic and diluted        $        --            (0.01)
                                                       ============    ============
Net loss per common share, basic and diluted           $      (0.04)   $      (0.02)
                                                       ============    ============
Weighted average common shares outstanding               10,372,943       8,849,725
                                                       ============    ============

</TABLE>


                 See notes to consolidated financial statements.


                                        3
<PAGE>


                            HEALTH EXPRESS USA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (unaudited)
          FOR THE THREE MONTHS ENDED MARCH 30, 2003 AND MARCH 31, 2002


<TABLE>
<CAPTION>

                                                                                  Three Months     Three Months
                                                                                     Ended            Ended
                                                                                  March 30, 2003   March 31, 2002
                                                                                 --------------   ---------------
<S>                                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
          Net loss                                                                    $(451,062)   $(182,826)
          Loss from discontinued operations                                                --         50,992
          Depreciation included in loss from discontinued operations                       --        (22,889)
                                                                                      ---------    ---------
          Loss from continuing operations
                                                                                       (451,062)    (154,723)
          Adjustments to reconcile net loss to net cash used in operating
          activities:
             Depreciation                                                                31,614         --
             Beneficial conversion feature on convertible debentures                     62,500         --
             Common stock issued for services                                              --          4,800
             Changes in operating assets and liabilities
               Inventory, prepaid expenses and other assets                               6,564      (23,038)
               Accounts payable, accrued liabilities and deferred franchise revenue     139,318      100,940
                                                                                      ---------    ---------
                Net cash used in continuing operations                                 (211,066)     (72,021)
                Net cash used in discontinued operations                                   --        (10,607)
                                                                                      ---------    ---------
                NET CASH USED IN OPERATING ACTIVITIES                                  (211,066)     (82,628)
                                                                                      ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
          Purchase of property and equipment                                               --       (183,431)
          Changes in other assets                                                         8,003        1,750
                                                                                      ---------    ---------
                Net cash provided by (used in) continuing operations
                                                                                          8,003     (181,681)
                Net cash used in discontinued operations                                   --         (4,250)
                                                                                      ---------    ---------
                NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                       8,003     (185,931)
                                                                                      ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
          Proceeds from issuance of convertible debentures                              181,000         --
          Loan payable from related party                                                30,000         --
          Net proceeds from issuance of common stock                                     50,000      252,000
                                                                                      ---------    ---------
                Net cash provided by continuing operations
                                                                                        261,000      252,000
                Net cash used in discontinued operations                                   --         (2,115)
                                                                                      ---------    ---------
                NET CASH PROVIDED BY FINANCING ACTIVITIES                               261,000      249,885
                                                                                      ---------    ---------
                NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     57,937      (18,674)

CASH AND CASH EQUIVALENTS, Beginning of the period                                        7,564      194,113
                                                                                      ---------    ---------
CASH AND CASH EQUIVALENTS, End of the period                                          $  65,501    $ 175,439
                                                                                      =========    =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
          Cash paid during the period for interest                                    $     773    $   1,142
                                                                                      =========    =========
          Cash paid during the period for income taxes                                        $    $    --
                                                                                      =========    =========

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

                 See notes to consolidated financial statements

                                       4



<PAGE>



                          PART 1: FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS

                            HEALTH EXPRESS USA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (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 March 30, 2003 and March 31, 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. (the  "Company") 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, 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.

         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.

                                       5
<PAGE>


         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 three months ended March 30, 2003, and is
recorded as deferred franchise revenue 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
March 30,  2003 and March 31, 2002 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 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.  Subsequent  to March 30,  2003,  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 Company also received $30,000 in short-term
financing  from two  directors of the Company  during the first quarter of 2003.
The notes  payable  bear  interest at 5.5% per annum and are payable on June 30,
2003.  Subsequent to March 30, 2003, the Company  received $55,750 in short-term
financing from two of its directors. The notes payable bear interest at 5.5% per
annum and are 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


                                       6
<PAGE>




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.

         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 will be
entitled to commence  drawing  down on the Equity Line of Credit when the common
stock to be issued  under the  Equity  Line of  Credit  is  registered  with the
Securities and Exchange  Commission and the  registration  statement is declared
effective and will continue 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. Each advance is subject to limitations, including a maximum advance
amount,  and the frequency of the advances.  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 on March 31, 2003 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 compensation expense in the statement of
operations when equity instruments or stock options are issued. No such employee
compensation expense was recorded for the three months ended March 30, 2003, and
$4,800 was recorded for the three months ended March 31, 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.

                                       7



<PAGE>


         The following  summarizes the Company's  stock option  activity for the
three months ended March 30, 2003:

<TABLE>
<CAPTION>

                                                     OPTIONED  WEIGHTED-AVERAGE
                                                       SHARES   EXERCISE PRICE
                                                     ---------  --------------
<S>                                                         <C>         <C>
Options outstanding at December 29, 2002              3,699,166   $    0.39

Issued during the three months ended March 30, 2003        --          --

Exercised, expired or forfeited during
  the three months ended March 30, 2003                    --          --
                                                      ---------   ---------

Options outstanding at March 30, 2003                 3,699,166   $    0.39
                                                      =========   =========
</TABLE>

         At  March  30,  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 tax assets  created by net operating  losses are offset in
their entirety by a deferred tax asset valuation allowance,  therefore, there is
no provision or benefit for income taxes.


                                       8


<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") 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 the Company's 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 the Company with the Securities and Exchange Commission  ("SEC").  Many
of these factors are beyond the Company's  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 the  Company  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 raises the issue that Health Express'
financial  statements  need 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 March 30, 2003 to the year earlier  period,
as Health  Express  will no longer show revenue for the three months ended March
31,  2002,  and  costs of  company  restaurant  sales  for that  period  will be
significantly reduced. Health Express will be filing 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 three months
ended March 30, 2003,  we had a net loss of $451,062.  As of March 30, 2003,  we
had  cash of  $65,501  and  current  liabilities  of  $557,459.  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.

                                       9

<PAGE>


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 were discontinued in September 2002. For the quarter ending March 30,
2003,  Healthy Bites Grill of Boca,  Inc., the subsidiary that operates the Boca
Raton restaurant, reported revenues of $209,091 and a loss of $56,251. The total
consolidated  loss of $451,062 for the quarter  ending  March 30, 2003  includes
losses  from  restaurant  operations,   franchise  operations  and  general  and
administrative expenses.


<TABLE>
<CAPTION>
                                                                     March 30,  March 31,
                                                                       2003       2002
                                                                     --------   --------
<S>                                                                  <C>        <C>
Loss from Discontinued Operations, Healthy Bites Grill, Inc.         $   --     $ 50,992
Loss from Restaurant Operations, Healthy Bites Grill of Boca, Inc.     56,251     38,755
Loss from Health Express Franchise Company                              1,087        162
Losses attributed to Health Express USA, Inc.                         393,724     92,917
                                                                     --------   --------
Consolidated loss                                                    $451,062   $182,826
                                                                     ========   ========

</TABLE>


FOR THE QUARTER  ENDED MARCH 30, 2003,  COMPARED TO THE QUARTER  ENDED MARCH 31,
2002


         RESULTS ON A CONSOLIDATED BASIS


REVENUES

         Health  Express had  revenues of $209,091  for three month period ended
March 30, 2003,  compared with  revenues of $0 for the same period in 2002.  The
increase in revenues of $209,091 was  primarily due to the  reclassification  of
the Fort Lauderdale  restaurant as  discontinued  operations.  Accordingly,  the
comparison  between the two three month  periods in not  indicative of growth in
our operations.


COSTS OF COMPANY RESTAURANT SALES

         Health Express' cost of company restaurant sales for three month period
ended  March 30, 2003 was  $228,357,  compared  with  $38,755 for same period in
2002.  The cost of  restaurant  sales in the three month  period ended March 31,
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
periods is not indicative of manifest  change in our cost of company  restaurant
sales.


OTHER EXPENSES

         Health  Express had other  expenses,  which  included an  compensation,
depreciation  and general and  administrative  expenses,  totaling  $292,027 for
three month period ended March 30, 2003, compared with other expenses of $92,284
in the same period  2002.  The  increase  of $199,743  was due to an increase in
compensation and general and administrative expenses.



                                       10
<PAGE>

NET LOSS

         Health  Express had a net loss for three month  period  ended March 30,
2003 of $451,062 or $0.04 per share. In the same period for 2002, Health Express
has a net loss of  $182,826  or $0.02 per  share.  The  increase  in net loss of
$268,236 was  attributable  mainly to  increases in other  expenses and interest
expenses.


         RESULTS ON A SEPARATED BASIS


HEALTH EXPRESS USA, INC. - MARCH 30, 2003 AS COMPARED TO MARCH 31, 2002

         The loss for the period  ending  March 30,  2003 of  $393,724  includes
interest charges on the $250,000 convertible  debentures totaling $137,500,  and
commission  expense of $20,000 and  professional  fees of $37,500 related to the
convertible debentures and the equity line of credit.

         The loss for the period ending March 31, 2002 of $92,917 includes stock
compensation of $4,800 paid to officers and employees (non-cash).  The exclusion
of this non-cash item results in a loss of $88,117.


HEALTHY BITES GRILL, INC. - MARCH 30, 2003 AS COMPARED TO MARCH 31, 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.

         For the first quarter ending March 30, 2003, the Boca Raton  restaurant
reported revenues of $209,091 and a loss of $56,251.


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:

                                       11

<PAGE>



-Strategic Planning and Program Structure
-Franchise Documentation
-Franchise Operations Manuals
-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  finalizing  a lease  located  in  South  Florida.  The  terms of this
franchise  agreement  are  based on the  standard  franchise  agreement  with no
special  consideration.  The  franchise fee paid during the quarter was $30,000,
with an additional  $5,000  advertising  deposit  received  after the end of the
quarter.


LIQUIDITY AND CAPITAL RESOURCES

         As of May 14, 2003 the Company  has  approximately  $68,000 in cash and
cash equivalents. This amount of available cash is not sufficient to satisfy the
Company's need for working  capital for the short term.  Subsequent to March 30,
2003, the $50,000 note payable from a related party,  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. Also subsequent to
March 30,  2003,  the  Company  received  an  additional  $4,500 from one of the
directors of the Company.  The note payable bears interest at 5.5% per annum and
is payable on June 30, 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.

         Cash used in operating  activities during the three months period ended
March 30,  2003 was  $211,066,  compared  to $82,628  for the same period a year
earlier.

         Cash provided by investing  activities  was $8,003 for the three months
period ended March 30, 2003,  compared to cash used in investing  activities  of
$185,931 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 any property or equipment during the three months ended
March 30, 2003  compared  with  purchases  of property  and  equipment  totaling
$183,431 during the same period in 2002.

         The  restaurant   operations  have  incurred  losses  since  inception.
Management  believes that it will require  approximately  $185,000 in additional
capital to fund restaurants  operations for the Boca Restaurant.  Health Express
has currently approximately $65,501 in cash and cash equivalents as of March 30,
2003.

                                       12

<PAGE>



         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 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 from up to four (4)  accredited
investors  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.  However,  no assurance is given that the Company will be
able to sell  any of the  remaining  shares  or raise  sufficient  funds to meet
current capital needs.

         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 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 March 30, 2003,  the
Company  recorded  $137,500  of  interest  expense  related  to the  convertible
debenture,  $62,500  was  due  to the  imbedded  beneficial  conversion  feature
calculation  based on 80% of the average  closing bid price for the three lowest
days of the five trading days  preceding  January 17, 2003,  and $75,000 for the
Equity Line of Credit  commitment fee (recorded as interest  expense pursuant to
SEC accounting rules).

         Subject to certain  conditions,  Health  Express  will be  entitled  to
commence  drawing down on the $5.0 million Equity Line of Credit when the common
stock to be issued  under the  Equity  Line of  Credit  is  registered  with the
Securities and Exchange  Commission and the  registration  statement is declared
effective and will continue 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.

         The Company's directors also may provide additional funds by exercising
their  options.  The Company  may also seek  alternative  sources of  financing,
including more conventional sources such as bank loans and credit lines


                                       13
<PAGE>



or loans from the Company's  officers.  However, no assurances can be given that
the Company will be able to meet its short term and long-term  needs through the
sale of securities or otherwise.

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


(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.


                                       14

<PAGE>




                           PART II - OTHER INFORMATION


ITEM 2. CHANGES IN SECURITIES

         During the period ended March 30, 2003 the Company issued the following
securities.


<TABLE>
<CAPTION>

                                                    COMMON STOCK         ADDITIONAL
                                               SHARES          AT PAR      PAID-IN
                                               ISSUED           VALUE      CAPITAL        TOTAL
                                             ----------      ---------    ----------   ----------
<S>                                          <C>             <C>          <C>          <C>
Common Stock at December 29, 2002            10,368,181      $   10,368   $8,221,968   $8,232,336

Interest charge for convertible debentures         --              --         62,500       62,500
Issuance of 142,858 shares of restricted
stock at $0.35 per share-Section 4(2)           142,858(1)          143       49,857       50,000

Common Stock at March 30, 2003               10,511,039      $   10,511   $8,334,325   $8,344,836
                                             ==========      ==========   ==========   ==========
</TABLE>


(1)  The Company  sold 142,858  shares of common  stock,  for total  proceeds of
     $50,000,  pursuant to an offering for sale to  accredited  investors  under
     Section 4(2).



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 Form
                      Insurance Company                                        10-QSB filed on August 13, 2001

</TABLE>


                                       15

<PAGE>
<TABLE>
<CAPTION>

EXHIBIT NO.           DESCRIPTION                                              LOCATION
----------            -----------                                              --------
<S>                   <C>                                                      <C>

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, 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 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

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, LP  Form 10-KSB filed on March 26, 2003


</TABLE>

                                       16
<PAGE>



<TABLE>
<CAPTION>

EXHIBIT NO.           DESCRIPTION                                              LOCATION
----------            -----------                                              --------
<S>                   <C>                                                      <C>


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 the   Incorporated by reference to Exhibit 10.24 to
                      Registrant and Cornell Capital Partners LP               Form 10-KSB filed on March 26, 2003

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

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

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

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

</TABLE>
                                       17

<PAGE>

<TABLE>
<CAPTION>

EXHIBIT NO.           DESCRIPTION                                              LOCATION
----------            -----------                                              --------
<S>                   <C>                                                      <C>
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
</TABLE>


         (B) CURRENT REPORT ON FORM 8-K DURING THE QUARTER ENDED MARCH 30, 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  will amend its SEC  filings  and restate 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. The SEC has determined  that the  discontinued
operations provisions included in SFAS No. 144 must be applied to the closure of
Health Express' Fort Lauderdale restaurant in September 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.


                                       18


<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.

May 19, 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



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