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

                                                        FORM 10-QSB

(Mark One)

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

                For the quarterly period ended 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)
</TABLE>


       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)

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 1: FINANCIAL INFORMATION

      Item 1: Financial Statements


                         INDEPENDENT ACCOUNTANTS' REPORT
                         -------------------------------



To the Board of Directors of
Health Express USA, Inc.

         We have reviewed the accompanying consolidated balance sheet of Health
Express USA, Inc. (the "Company") as of September 29, 2002, and the related
consolidated statements of operations and cash flows for the three month and
nine month periods ended September 29, 2002 and September 30, 2001. These
financial statements are the responsibility of the management of the Company.

         We conducted our reviews in accordance with standards established by
the American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

         Based on our reviews, we are not aware of any material modifications
that should be made to the accompanying interim consolidated financial
statements for them to be in conformity with generally accepted accounting
principles.



/s/ Ahearn, Jasco + Company, P.A.
AHEARN, JASCO + COMPANY, P.A.
Certified Public Accountants


Pompano Beach, Florida
November 13, 2002

                                       1
<PAGE>

                            HEALTH EXPRESS USA, INC.
                           CONSOLIDATED BALANCE SHEETS
              September 29, 2002 (unaudited) and December 30, 2001
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                         September 29,     December 30,
                                                                             2002              2001
                                                                          -----------       -----------
<S>                                                                       <C>               <C>
CURRENT ASSETS
      Cash and cash equivalents                                           $    28,385       $   211,169
      Inventory                                                                21,294             9,029
      Prepaid expenses and other                                               20,336            18,871
                                                                          -----------       -----------

      TOTAL CURRENT ASSETS                                                     70,015           239,069


PROPERTY AND EQUIPMENT, net                                                   597,305           331,735

DEPOSITS                                                                       65,193            62,510
                                                                          -----------       -----------


      TOTAL                                                               $   732,513       $   633,314
                                                                          ===========       ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
      Accounts payable                                                    $   119,458       $     7,092
      Accrued liabilities                                                      67,517            60,209
      Notes payable - related parties                                          82,660                --
      Current portion of capital lease obligation                                  --             9,532
                                                                          -----------       -----------

      TOTAL CURRENT LIABILITIES                                               269,635            76,833
                                                                          -----------       -----------

LONG TERM PORTION - Capital lease obligation                                       --             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
<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                         $   464,335         $   297,147         $   326,002         $    79,795

COST OF SALES                             184,538             124,629             154,915              35,385
                                      -----------         -----------         -----------         -----------

GROSS PROFIT                              279,797             172,518             171,087              44,410
                                      -----------         -----------         -----------         -----------

CONTROLLABLE AND OTHER
RESTAURANT EXPENSES
Labor                                     224,390             128,150             163,747              40,787
Occupancy                                 145,365              38,038              44,612              15,674
Marketing                                  21,725              13,596               2,846                 383
Repairs                                    23,194              20,713              21,044               2,788
Other direct costs                         60,439              25,988              52,941              17,904
                                      -----------         -----------         -----------         -----------

                                          475,113             226,485             285,190              77,536
                                      -----------         -----------         -----------         -----------

OTHER EXPENSES
Compensation                              138,330              49,204             384,012              64,990
Compensatory stock and options            126,347              47,172             269,875             205,000
Depreciation                              100,328              54,522              68,612              22,911
Interest expense                            4,829               3,265               4,753               1,445
General and Administrative                233,707              71,064             346,293             195,625
Loss on Disposal of Property
  and Equipment                            30,970              30,970                  --                  --
                                      -----------         -----------         -----------         -----------

                                          634,511             256,197           1,073,545             489,971
                                      -----------         -----------         -----------         -----------

TOTAL EXPENSES                        $ 1,109,624         $   482,682         $ 1,358,735         $   567,507
                                      -----------         -----------         -----------         -----------

LOSS BEFORE PROVISION
FOR INCOME TAXES                         (829,827)           (310,164)         (1,187,648)           (523,097)

PROVISION FOR INCOME TAXES                     --                  --                  --                  --
                                      -----------         -----------         -----------         -----------

        NET LOSS                      $  (829,827)        $  (310,164)        $(1,187,648)        $  (523,097)
                                      ===========         ===========         ===========         ===========

LOSS PER COMMON SHARE:
Basic and diluted                     $     (0.09)        $     (0.03)        $     (0.15)        $     (0.06)
Weighted average common shares          9,347,705           9,759,389           7,674,953           8,526,367
outstanding
</TABLE>


                 See notes to consolidated financial statements

                                       3
<PAGE>


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


                                                                         Nine Months          Nine Months
                                                                            Ended                Ended
                                                                      September 29, 2002   September 30, 2001
                                                                      ------------------   -------------------
<S>                                                                       <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
        Net loss                                                          $  (829,827)        $(1,187,648)
        Adjustments to reconcile net loss to net cash used in
        operating activities
           Depreciation                                                       100,328              68,612
           Loss on disposal of property and equipment                          30,970
           Common stock issued for services                                    79,800             298,525
           Issuance of stock options                                           46,368             269,875
           Changes in certain assets and liabilities
               Inventory, prepaid expenses and other assets                   (13,730)            (57,106)
              Accounts payable and accrued expenses                           119,674               7,537
                                                                          -----------         -----------

             NET CASH USED IN OPERATING ACTIVITIES                           (466,417)           (600,205)
                                                                          -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES
        Purchase of property and equipment                                   (516,868)            (59,440)
        Proceeds from sale of restaurant assets                               120,000
        Changes in other assets                                                (2,683)                 --
                                                                          -----------         -----------

             NET CASH USED IN INVESTING ACTIVITIES                           (399,551)            (59,440)
                                                                          -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES
        Payments on capital lease obligation                                  (15,226)             (5,015)
        Loan payable from related party                                        82,660                  --
        Net proceeds from issuance of common stock                            615,750           1,082,870
                                                                          -----------         -----------

             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                      $        --         $        --
                                                                          ===========         ===========
</TABLE>


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES


         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 financial
statements for the period ended September 29, 2002 have been reviewed by an
independent public accountant pursuant to Item 310(b) of Regulation S-B and
following applicable standards for conducting such reviews, and report of the
accountant is included as part of this filing.

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.

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.

                                       5
<PAGE>

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

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 on August 12, 2002. There is no written
note payable agreement, however, interest was 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, 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.

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 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 and ending September 29, 2002, Healthy Bites
Grill of Boca, Inc., the subsidiary that operates the Boca Raton restaurant,
reported revenues of $263,521 and a loss of $151,698. The total consolidated
loss of $829,827 for the period ending September 29, 2002 includes losses from
restaurant operations and general and administrative expenses.
<TABLE>
<CAPTION>

                                                                          September 29,    September 30,
                                                                              2002             2001
                                                                          ----------        ----------
<S>                                                                       <C>               <C>
Loss from Restaurant Operations, Healthy Bites Grill, Inc.                $  195,403        $  114,103
Loss from Restaurant Operations, Healthy Bites Grill of Boca, Inc.           151,698                --
Losses attributed to Health Express USA, Inc.                                482,726         1,073,545
                                                                          ----------        ----------
Consolidated loss                                                         $  829,827        $1,187,648
                                                                          ==========        ==========
</TABLE>


                                       7
<PAGE>


Health Express USA, Inc. - September 29, 2002 as compared to September 30, 2001
-------------------------------------------------------------------------------

The loss for the period ending September 29, 2002 of $482,726 includes stock
compensation of $79,800 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 $100,328 results in a proforma loss
of $256,230.

For the period ending September 30, 2001 Health Express USA, Inc. reported a
loss of $1,073,545. 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 and depreciation of $68,612
results in net cash outlays of $436,533 for the period ending September 30,
2001. The comparative proforma loss of $256,230 for the period ending September
29, 2002, computed without regard to selected non-cash items represents a
decrease of $180,303 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.

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. Losses from restaurant operations for Fort Lauderdale
from selected prior quarterly periods are as follows:

Quarter Ended                              Net Loss
-------------                              --------

  9-30-2001                                $  33,126
 12-30-2001                                $  29,968
  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.

                                       8
<PAGE>

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 of $151,698.

Health Express Franchise Company:
---------------------------------

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

-Strategic Planning and Program Structure
-Franchise Documentation
-Franchise Operations Manuals
-Franchise Marketing Plan
-Franchise Sales Consulting
-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., the Company is currently preparing
a Uniform Franchise Offering Circular, with a filing expected for the end of the
current year.

Liquidity and Capital Resources

As of October 31, 2002 the Company has approximately $52,000 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 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. The Company has from time to time obtained advances
and loans from related parties. No assurances can be given that the Company will
be able to obtain any additional funds from such sources in the future.

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 $105,000 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.

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 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.

                                       9
<PAGE>

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
-------------------------------

The Company carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures within 90 days
prior to the filing date of this Quarterly Report. Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in ensuring that information
required to be disclosed in the reports the Company files under the Exchange Act
are recorded, processed and reported as required.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect such internal controls subsequent
to the date of the evaluation, and there have been no corrective actions with
regard to significant deficiencies and material weaknesses.

PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES
-----------------------------

During the period ended September 29, 2002 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 30, 2001                    8,550,123         $    8,550         $7,347,867        $7,356,417

Issuance of 19,200 shares of restricted
Stock at $0.25 per share-compensation                   19,200                 19              4,781             4,800

Contribution of 287,000 shares of
restricted stock at $0.001 per share                  (287,000)              (287)               287                --

Issuance of 1,008,000 shares of restricted
stock at $0.25 per share-private offering(a)         1,008,000              1,008            250,992           252,000

Issuance of 345,000 shares of restricted
stock at $0.75 per share-Reg D offering(b)             345,000                345            258,405           258,750

Issuance of 50,000 shares of restricted
stock at $1.50 per share-compensation                   50,000                 50             74,950            75,000

Issuance of 300,000 shares of restricted
stock at $0.35 per share-Section 4(2)(c)               300,000                300            104,700           105,000
                                                    ----------         ----------         ----------        ----------

Common Stock at September 29, 2002                   9,985,323         $    9,985         $8,041,982        $8,051,967
                                                    ==========         ==========         ==========        ==========
</TABLE>


                                       10
<PAGE>

(a) The Company sold the following securities pursuant to an exemption from
registration under the Securities Act.

                                     No. of
      Date           Title          Shares        Price         Proceeds
      ----           -----          ------        -----         --------

    2/13/2002     Common Stock     1,008,000      $0.25        $ 252,000

The securities were sold to an accredited investor pursuant to Rule 506 of
Regulation D. Total offering price $252,000, representing 1,008,000 shares at
$0.25 per share.

(b) The Company sold 345,000 shares of common stock, for total proceeds of
$258,750, pursuant to an offering for sale to accredited investors under
Regulation D of the Securities Act of up to 250 units at $6,000 per unit. The
offering was terminated on July 17, 2002.

(c) The Company sold 300,000 shares of common stock, for total proceeds of
$105,000, pursuant to an offering for sale to accredited investors under Section
4(2). Subsequent to September 29, 2002, the Company sold an additional 342,858
shares for total proceeds of $120,000.

On August 31, 2002, the employment agreement for Bruno Sartori as Chief
Financial Officer of the Company 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

Current Report on Form 8-K during the quarter ended September 29, 2002:

None

The following exhibits are included herein:

99.1     Certification pursuant to 18 U.S.C.Section 1350, as adopted pursuant to
         Section 906 of the Sarbanes- Oxley Act of 2002


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<PAGE>


                                   SIGNATURES

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


                                                 HEALTH EXPRESS USA, INC.
                                                 (Registrant)


November 15, 2002                                /s/ Douglas Baker
-----------------                                ----------------------------
Date                                             Douglas Baker, President







                                       12
<PAGE>


                                 EXHIBIT INDEX
                                 -------------


Exhibit No.:


99.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes- Oxley Act of 2002