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 28, 2004

                 [ ] 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)

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

         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 10, 2004
     -----                          ----------------------------------

  Common Stock                                 15,025,768
  ------------


<PAGE>

                                     PART I
                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                            HEALTH EXPRESS USA, INC.
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                        March 28,   December 28,
                                                          2004           2003
                                                      ------------  ------------
                                                      (unaudited)

CURRENT ASSETS
<S>                                                   <C>           <C>
     Cash and cash equivalents                        $    370,161  $     59,076
     Inventory                                              10,548        10,898
     Prepaid expenses and other                             17,512        12,978
     Debt issue costs, net                                  39,765            --
                                                      ------------  ------------

     TOTAL CURRENT ASSETS                                  437,986        82,952


PROPERTY AND EQUIPMENT, net                                 50,484        52,791

DEPOSITS                                                    49,853        49,853
                                                      ------------  ------------

     TOTAL                                            $    538,323  $    185,596
                                                      ============  ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES
     Accounts payable                                 $     83,611  $    128,378
     Accrued payroll and related amounts                   219,710       182,363
     Accrued liabilities                                    55,189        63,107
     Deferred franchise revenue - related party             70,000        70,000
     Notes payable - related parties                       222,410       222,410
     Promissory note                                       500,000       100,000
                                                      ------------  ------------

     TOTAL CURRENT LIABILITIES                           1,150,920       766,258
                                                      ------------  ------------


LONG TERM DEBT - Convertible debentures                    160,000       160,000
                                                      ------------  ------------


STOCKHOLDERS ' EQUITY (DEFICIT)
Preferred stock, $0.01 par value;10,000,000 shares
 authorized zero shares issued and outstanding
Common stock,  $0.001 par value;  50,000,000 shares
 authorized 13,387,055 and 12,386,261 issued and
 outstanding at March 28, 2004 and
 December 28, 2003 respectively                             13,387        12,386
Additional paid-in capital                               9,377,808     9,167,976
Accumulated deficit                                    (10,163,792)   (9,921,024)
                                                      ------------  ------------

     TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                 (772,597)     (740,662)
                                                      ------------  ------------

     TOTAL                                            $    538,323  $    185,596
                                                      ============  ============
</TABLE>


                 See notes to consolidated financial statements

                                       2
<PAGE>


                            HEALTH EXPRESS USA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                Three months     Three months
                                                    Ended            Ended
                                               March 28, 2004   March 30, 2003
                                               --------------   --------------


REVENUES, net                                  $      181,690   $      209,091

COST OF COMPANY RESTAURANT SALES
Food and paper                                         73,563           71,480
Labor                                                  50,614           86,010
Occupancy                                              29,083           35,273
Marketing                                               7,025           14,570
Repairs                                                 4,987            4,280
Other direct costs                                     27,590           16,744
                                               --------------   --------------
Total Cost of Company Restaurant Sales                192,862          228,357
                                               --------------   --------------

OTHER EXPENSES
Compensation                                          127,735          102,181
Depreciation                                            5,630           31,614
Amortization of debt issue costs                       10,980               --
General and administrative                             75,440          158,232
                                               --------------   --------------
TOTAL OTHER EXPENSES                                  219,785          292,027
                                               --------------   --------------
TOTAL EXPENSES                                        412,647          520,384
                                               --------------   --------------
LOSS FROM OPERATIONS                                 (230,957)        (311,293)

OTHER NON-OPERATING INCOME (EXPENSE)
Interest Income                                           155              123
Interest Expense                                      (11,966)        (139,892)
                                               --------------   --------------
TOTAL OTHER NON-OPERATING (EXPENSE), net              (11,811)        (139,769)

LOSS BEFORE PROVISION
FOR INCOME TAXES                                     (242,768)        (451,062)

PROVISION FOR INCOME TAXES                                 --               --
                                               --------------   --------------
       NET LOSS                                $     (242,768)  $     (451,062)
                                               ==============   ==============

LOSS PER COMMON SHARE:
Net loss per common share, basic and diluted   $        (0.02)  $        (0.04)
                                               ==============   ==============

Weighted average common shares outstanding         12,836,181       10,372,943
                                               ==============   ==============


                 See notes to consolidated financial statements

                                       3
<PAGE>


                            HEALTH EXPRESS USA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE THREE MONTHS ENDED MARCH 28, 2004 AND MARCH 30, 2003


<TABLE>
<CAPTION>
                                                                                     Three Months      Three Months
                                                                                        Ended              Ended
                                                                                    March 28, 2004    March 30, 2003
                                                                                    --------------    --------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                 <C>               <C>
      Net loss                                                                      $     (242,768)   $     (451,062)
      Adjustments to reconcile net loss from continuing operations
      to net cash used in operating activities
         Depreciation                                                                        5,630            31,614
         Amortization of debt issue costs                                                   10,980                --
         Beneficial conversion feature on convertible debentures                                --            62,500
         Common stock issued for compensation and interest                                  10,833                --
         Changes in certain assets and liabilities
            Inventory, prepaid expenses and other assets                                    (4,183)            6,564
            Accounts payable, accrued liabilities and
             deferred franchise revenue                                                    (15,339)          139,318
                                                                                    --------------    --------------
            NET CASH USED IN OPERATING ACTIVITIES                                         (234,847)         (211,066)
                                                                                    --------------    --------------
CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of property and equipment                                                    (3,323)               --
      Changes in deposits                                                                       --             8,003
                                                                                    --------------    --------------
            NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES                             (3,323)            8,003
                                                                                    --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from issuance of convertible debenture                                           --           181,000
      Proceeds from issuance of promissory notes, net of offering costs                    549,255                --
      Proceeds from notes payable - related parties                                             --            30,000
      Net proceeds from issuance of common stock                                                --            50,000
                                                                                    --------------    --------------
            NET CASH PROVIDED BY FINANCING ACTIVITIES                                      549,255           261,000
                                                                                    --------------    --------------
            NET INCREASE IN CASH AND CASH EQUIVALENTS                                      311,085            57,937

CASH AND CASH EQUIVALENTS, Beginning of the period                                          59,076             7,564
                                                                                    --------------    --------------
CASH AND CASH EQUIVALENTS, End of the period                                        $      370,161    $       65,501
                                                                                    ==============    ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
      Cash paid during the period for interest                                      $          306    $          773
                                                                                    ==============    ==============
      Cash paid during the period for income taxes                                  $           --    $           --
                                                                                    ==============    ==============

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

      Direct repayment to lender from equity line proceeds                          $      200,000                --
                                                                                    ==============    ==============
</TABLE>

                 See notes to consolidated financial statements

                                       4
<PAGE>

                            HEALTH EXPRESS USA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Note 1:  Basis of  Presentation  and  Organization  and  Significant  Accounting
Policies

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 28, 2004 and March 30, 2003 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 2003  has been  reclassified  to  conform  to the 2004
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 28, 2003.

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 remained 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.

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.

Franchise Operations

The Company conducts  franchise  operations  through a wholly owned  subsidiary,
Health Express  Franchise  Company,  incorporated in Florida on May 7, 2001. 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  franchisee's  restaurant
operations commence. The Company will provide initial training and materials for
up to 3  trainees  for no  additional  cost.  Continuing  fees  from  franchised
restaurants are recorded as revenue when earned.


                                       5
<PAGE>

On  February  20,  2003,  the  Company  sold its first  franchise  to one of the
Company's  directors.  The franchisee has identified a location and is currently
building out a restaurant located in South Florida,  with an expected opening in
the second quarter of 2004.  The terms of this franchise  agreement are based on
the standard franchise  agreement with no special  consideration.  On October 1,
2003, the Company sold its second franchise to the same director of the Company.
The  franchisee  has  identified a location  and is  currently  building out the
second restaurant also located in South Florida, which should open in the second
quarter of 2004. The terms of this franchise agreement are based on the standard
franchise agreement with no special consideration.

Initial  franchise fees of $60,000 were received  during the year ended December
28, 2003 from the sale of two franchises,  and is recorded as deferred franchise
revenue in the  accompanying  financial  statements.  The Company also  received
$10,000  for  grand  opening  advertising,  and  it is  included  with  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 28,  2004 and March 30, 2003 by  approximately  7,358,637  and  6,332,166,
respectively.

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.

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.

The  following  summarizes  the  Company's  stock option  activity for the three
months ended March 28, 2004:

<TABLE>
<CAPTION>
                                                          OPTIONED             SHARES
                                                          WEIGHTED-           EXERCISE
                                                           AVERAGE             PRICE
                                                          ---------           --------
<S>                                                       <C>                 <C>
Options outstanding at December 28, 2003                  3,699,166           $   0.39

Issued during the three months ended March 28, 2004              --                 --

Exercised, expired or forfeited during the three
  months ended March 28, 2004                                    --                 --
                                                          ---------           --------
Options outstanding at March 28, 2004                     3,699,166           $   0.39
                                                          =========           ========
</TABLE>


At March 28, 2004, 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.

Note 2:  Notes 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

                                       6
<PAGE>

of principal,  was extended through March 31, 2003 at an interest rate of 7% per
annum and the issuance of 5,000 shares of the Company's  restricted common stock
to the note holder. The shares issued were valued at $1,750, and this amount was
recorded as interest expense. The $50,000 note payable was extended through July
31, 2003 at an interest  rate of 7% per annum and the issuance of 10,000  shares
of the Company's  restricted common stock to the note holder.  The shares issued
were valued at $3,500 and were  recorded as  interest  expense in the  financial
statements. On August 4, 2003, the $50,000 note payable was paid in full.

The Company  received  $155,750 in 2003,  and $66,660 in 2002, in financing from
three  directors of the Company in 2003. The notes payable bear interest at 5.5%
per annum and were  renegotiated  in December 2003 to be payable on December 31,
2004. As of March 28, 2004 and March 30, 2003, the Company owed accrued interest
to the three directors in the amount of $12,145 and $637, respectively.  For the
three  months  ended  March 28,  2004 and March 30,  2003,  interest  expense on
shareholder notes was $2,868 and $1,018, respectively.

Note 3:  Debt

Convertible Debentures

On January 17, 2003,  the Company sold  $250,000 of  convertible  debentures  to
Cornell Capital Partners, L.P. ("Cornell").  These debentures accrue interest at
a rate of 5% per  year and  mature  three  years  from the  issuance  date.  The
debentures  are  convertible  into the  Company's  common  stock at the holders'
option any time up to maturity at a  conversion  price equal to the lower of (i)
120% of the closing bid price of the common stock as of the closing date or (ii)
80% of the average  closing bid price of the common  stock for the three  lowest
trading days of the five trading days immediately preceding the conversion date.
At maturity, the Company has the option to either pay the holder the outstanding
principal  balance and accrued interest or to convert the debentures into shares
of common stock at a conversion  price similar to the terms described  above. In
accordance with applicable accounting standards for such issuances,  the Company
recorded an interest  charge of $62,500 at issuance to account for the  imbedded
beneficial  conversion  feature.  In addition,  the Company recorded these other
charges at issuance:  $37,500 in professional fees, $20,000 in commissions,  and
(as  described  below)  $75,000  for the Equity  Line of Credit  commitment  fee
(recorded as interest expense); these amounts were withheld from the proceeds of
the  debenture  at closing.  The Company has the right to redeem the  debentures
upon thirty days notice for 120% of the amount  redeemed.  Upon such redemption,
the holder shall  receive  warrants  equal to 10,000  shares of common stock for
each $100,000  redeemed with an exercise  price equal to 120% of the closing bid
price of the common stock on the closing  date.  In August 2003,  $50,000 of the
debenture  was  acquired  and  effectively  redeemed by Charles D.  Bleiwise for
$60,000 on behalf of the  Company.  This amount was charged to  compensation  in
2003.  The debenture  has the same  features as the debenture to Cornell  except
that when the debenture is converted,  the shares will be restricted shares. The
Company  recorded an  interest  charge of $15,000 at issuance to account for the
imbedded beneficial  conversion feature in the new $60,000 debenture.  In fiscal
year 2003,  $100,000 of the debenture was converted  into 283,804  shares of the
Company's  common stock in fiscal year 2003.  As of March 28, 2004,  $160,000 in
convertible  debentures were outstanding.  Subsequent to March 28, 2004, $25,000
of the  debenture  was converted  into 168,918  shares of the  Company's  common
stock.  As  of  May  10,  2004,  $135,000  in  convertible   debentures  remains
outstanding. See Note 6 - Subsequent Events.

Promissory Notes

On July 25, 2003, the Company  executed a promissory note in favor of Cornell in
the face amount of $300,000.  The Company  recorded  commissions  of $30,000 and
professional  fees of $57,315  on this  transaction.  During  fiscal  2003,  the
promissory note was paid in full through an escrow agent with proceeds  received
under the Equity Line of Credit.

On October 31, 2003, the Company  executed a promissory note with Cornell in the
face amount of $100,000.  During fiscal 2003,  the  promissory  note was paid in
full through an escrow  agent with  proceeds  received  under the Equity Line of
Credit.

On December 9, 2003, the Company  executed a promissory note with Cornell in the
face amount of  $100,000.  During the three  months  ended March 28,  2004,  the
promissory note was paid in full through an escrow agent with proceeds  received
under the Equity Line of Credit.

On January 12, 2004, the Company  executed a promissory note with Cornell in the
face amount of  $100,000.  The note was repaid by the due date through an escrow
agent with proceeds received under the Equity Line of Credit.

On February 13, 2004, the Company executed a promissory note with Cornell in the
face amount of $500,000.  There were debt issue costs related to this promissory
note of $50,745,  which included commissions of $32,500 and professional fees of
$18,245, which were classified  as a debt issue cost asset on the balance sheet.

                                       7
<PAGE>

$10,980 of amortization of debt issue costs was recorded during the quarter. The
note has a 178-day  term.  At March 28, 2004,  the  promissory  note balance was
$500,000.  At May 10, 2004,  the principal  balance was  $325,000.  See Note 6 -
Subsequent Events.


Note 4:  Stockholders' Equity (Deficit)

Equity Line Of Credit

On March 13, 2003, the Company  entered into an Equity Line of Credit  Agreement
with Cornell.  Under this  agreement,  the Company may issue and sell to Cornell
common  stock  for a total  purchase  price of up to $5.0  million.  Subject  to
certain  conditions,  the Company is entitled to draw down on the Equity Line of
Credit now that the common stock to be issued under the Equity Line of Credit is
registered  with the  Securities and Exchange  Commission  and the  registration
statement was declared  effective on July 24, 2003 and for two years thereafter.
The purchase price for the shares is equal to 95% of the market price,  which is
defined as the lowest  closing  bid price of the  common  stock  during the five
trading days following the notice date. The amount of each advance is subject to
an  aggregate  maximum  advance  amount of $100,000,  with no advance  occurring
within seven  trading  days of a prior  advance.  In  addition,  in each advance
notice the Company  shall  establish  a minimum  acceptable  price,  whereby the
amount requested in the advance notice shall  automatically  decrease by 20% for
each day of the five succeeding trading days that the closing bid price is below
the minimum  acceptable  price.  Cornell  received 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 was paid from the proceeds of the initial
advance under the Equity Line of Credit.  Cornell is entitled to retain a fee of
5% of each  advance.  In addition,  the Company  entered into a placement  agent
agreement with TN Capital Equities, Ltd., a registered  broker-dealer.  Pursuant
to the placement agent agreement, Health Express paid a one-time placement agent
fee of 9,524 shares of common stock equal to approximately  $10,000 based on the
Company's  stock price on January 24, 2003.  During the three months ended March
28,  2004,  the Company  received  $200,000  under the Equity Line of Credit and
issued 960,795 shares of common stock.  The advances were used to pay promissory
notes.  Subsequent to March 28, 2004, through May 10, 2004, the Company received
$175,000 under the Equity Line of Credit and issued  1,388,295  shares of common
stock. These proceeds were also used to pay promissory notes.

Common  Stock Issued for Employee  and  Consulting  Services

During the quarter  ended March 28,  2004,  the Company  granted  39,999  common
shares  for  services  valued at an  aggregate  of  $10,833  based on the quoted
trading price on each grant date.


                                       8
<PAGE>

Note 5:  Segment Operations

The Company follows the provisions of SFAS No. 131,  "Disclosure  about Segments
of an Enterprise and Related  Information",  which  requires  annual and interim
reporting standards for a company's operating segments.  Under SFAS No. 131, the
Company's operations are defined as consisting of two operating segments.

As of March 28,  2004,  The Company has 2 segments,  restaurant  operations  and
franchising.

<TABLE>
<CAPTION>
                                              Restaurant        Consolidated
                                              Operations        Franchising          Total
                                              ----------        ------------         -----
<S>                                          <C>                 <C>             <C>
Revenues
Quarter ending March 28, 2004                $   181,690         $       -       $   181,690
Quarter ending March 30, 2003                    209,091                 -           209,091

Operating Loss
Quarter ending March 28, 2004                    230,945                12           230,957
Quarter ending March 30, 2003                    310,206             1,087           311,293

Segment Assets
Quarter ending March 28, 2004                    469,505            68,818           538,323
Quarter ending March 30, 2003                    713,140            30,076           743,216

Depreciation
Quarter ending March 28, 2004                      5,630                 -             5,630
Quarter ending March 30, 2003                     31,614                 -            31,614
</TABLE>

See Note 6: Subsequent Events.

Subsequent to March 28, 2004, the Company was advanced  amounts under the Equity
Line of Credit of $175,000 and issued  1,388,295  shares of Common Stock.  These
proceeds were used to pay promissory notes.

Subsequent  to March 28,  2004,  $25,000 of the  debenture  was  converted  into
168,918 shares of the Company's Common Stock.


                                       9
<PAGE>

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


Introduction - Forward Looking Statements

      In connection  with the safe harbor  provisions of the Private  Securities
Litigation  Reform Act of 1995 (the "Reform Act"),  Health Express USA, Inc. and
its subsidiaries,  (collectively,  the "Company") 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.


Financial Condition

      We had net  losses  of  $2,046,340  and  $1,069,054  for the  years  ended
December  28, 2003 and December  29,  2002,  respectively.  For the three months
ended March 28, 2004,  we had a net loss of $242,768.  As of March 28, 2004,  we
had cash of  $370,161  and current  liabilities  of  $1,150,920.  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  2003 and 2002
consolidated 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 consolidated financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


Results Of Operations

      Health  Express USA, Inc. was  incorporated  in Florida on July 2, 1998 to
develop,  construct  and operate  healthy  gourmet  fast food  restaurants.  The
flagship Fort Lauderdale  restaurant began operations on April 10, 2000, and its
operations were discontinued in September 2002. For the quarter ending March 28,
2004,  Healthy Bites Grill of Boca,  Inc., the subsidiary that operates the Boca
Raton restaurant, reported revenues of $181,690 and a loss of $26,509. The total
consolidated  loss of $242,768 for the quarter  ending  March 28, 2004  includes
losses  from  restaurant  operations,   franchise  operations  and  general  and
administrative expenses.

<TABLE>
<CAPTION>
                                                            March 28,        March 30,
                                                             2004              2003
                                                           -----------      -----------

<S>                                                        <C>               <C>
Loss from Restaurant Operations, Healthy Bites
Grill of Boca, Inc.                                        $   26,509        $   56,251
Loss from Health Express Franchise Company                         12             1,087
Losses attributed to Health Express USA, Inc.                 216,247           393,724
                                                           ----------        ----------
Consolidated loss                                          $  242,768        $  451,062
                                                           ==========        ==========
</TABLE>

                                       10
<PAGE>

For The Quarter Ended March 28, 2004, Compared To The Quarter Ended March 30,
2003


      Results On A Consolidated Basis


      Revenues

      Health Express had revenues of $181,690 for three month period ended March
28, 2004,  compared with  revenues of $209,091 for the same period in 2003.  The
revenues were derived completely from the Boca Raton restaurant. The decrease of
$27,401 was due to lower volume at this  restaurant,  which manage  believes was
primarily due to reduced marketing expenditures. There were no franchise-related
revenue during the quarter ended March 28, 2004.


      Costs Of Company Restaurant Sales

      Health  Express'  cost of  company  restaurant  sales for the  three-month
period ended March 28, 2004 was $192,862, compared with $228,357 for same period
in 2003. The decrease in cost of company  restaurant  sales of $35,495 is mainly
due to savings from reduced marketing  expenditures and better cost controls, as
well as reduced sales.


      Other Expenses

      Health Express had other operating expenses,  which included compensation,
depreciation,  amortization  of debt issue costs and general and  administrative
expenses,  totaling  $219,785  for three  month  period  ended  March 28,  2004,
compared  with  other  expenses  of  $292,027  in the same  period of 2003.  The
decrease  of $72,242  was due to a decrease  in  depreciation  and  general  and
administrative expenses,  offset by an increase in compensation and amortization
of debt issue costs.


      Net Loss

      Health  Express had a net loss for the three month  period ended March 28,
2004 of $242,768 or $0.02 per share. In the same period for 2003, Health Express
has a net loss of  $451,062  or $0.04 per  share.  The  decrease  in net loss of
$208,294 was  attributable  mainly to  decreases in other  expenses and interest
expense.


      Results On A Separated Basis


      Health Express USA, Inc. - March 28, 2004 As Compared To March 30, 2003

      The loss  for the  period  ending  March  28,  2004 of  $216,247  includes
compensation  of $127,735  and  amortization  of debt issue  charges of $10,980,
relating to the  promissory  notes issued,  with the balance  including  various
general and administrative expenses.

      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.


      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.  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.  During  the third  quarter  of 2003,  the total  amount of the  monthly
payments has been  reduced,  as the common area  maintenance  payments have been
removed due to a re-negotiation of the lease.

      For the first  quarter  ending March 28, 2004,  the Boca Raton  restaurant
reported  revenues  of $181,690  and a loss of  $26,509.  For the same period in
2003,  the Boca Raton  restaurant  reported  revenues of $209,091  and a loss of

                                       11
<PAGE>

$56,251.  Expenses  primarily  consist  of cost of sales  and  include  labor of
$50,614, rent of $29,083, food and paper of $73,563 and other costs.


      Health Express Franchise Company

      On July 10, 2001,  Health Express entered into an agreement with Francorp,
Inc., a franchise  consulting  group,  to develop and implement a  comprehensive
franchise program. Under the Franchise Development Agreement,  Francorp was paid
in 2001  $60,000 in cash,  37,400  shares of our common  stock,  and warrants to
purchase 38,000 shares of our common stock. This program provides  assistance in
various phases including:

      o  Strategic planning and program structure

      o  Franchise documentation

      o  Franchise operations manuals

      o  Franchise marketing plan

      o  Franchise sales consulting

      o  One year consulting services

      The initial  expenditure  to Francorp  was expensed and paid in the fiscal
year 2001 to enable Health  Express to complete all the  necessary  documents to
enable  them to move  forward as a  franchise  operation.  Expenses in 2002 were
minimal  because of the upfront fees paid to Francorp to cover the completion of
this project.  Because  Health  Express did not begin selling  franchises  until
October 2002, Health Express did not incur any marketing and advertising expense
for that year.  Health Express does expect to incur  operational,  marketing and
advertising expenses going forward as the necessary funds become available.

      The current  marketing  program provides the opportunity for an interested
party to visit  Health  Express'  website,  submit  an  inquiry,  and then  upon
pre-qualification,  to receive more specific and detailed  information  based on
their state of residence and level of  qualification.  Health  Express  believes
that  prior  industry  experience  is not  required,  but is  desirable,  as the
technical  skills  required  to learn  the  business  can be taught  during  the
training period. However, all franchise candidates must possess certain personal
qualities  such as:  service  and people  oriented,  positive  can-do  attitude,
results  driven  action-oriented,  higher  than  average  attention  to  detail,
assertive, with strong communication and planning skills.

      On February 20, 2003,  Health  Express sold its first  franchise to one of
Health Express' directors. The franchisee has started construction on a location
in South  Florida.  The  Franchise  Agreement was entered into February 14, 2003
between  Healthy  Express  Franchise  Company  and The  Junie  Corp.  Under  the
Franchise Agreement,  The Junie Corp. has the right to operate one Healthy Bites
Grill restaurant, was obligated to pay an initial franchise fee of $30,000 and a
grand-opening advertising fee of $5,000 at the time of signing of the agreement,
and is  obligated  to pay  continuing  fees  comprised of a royalty fee of 4% of
gross revenue of the restaurant  and an advertising  fee of 3% of gross revenues
of the restaurant.  On September 30, 2003, the second  franchise was sold to the
same  director of Health  Express.  The  Franchise  Agreement  was entered  into
September  30, 2003 between  Healthy  Express  Franchise  Company and The Myrick
Corporation with the same terms as the first franchise.  The total of $70,000 in
franchise  and operating  fees received  during 2003 are reflected as a deferred
revenue liability at March 28, 2004.


Liquidity And Capital Resources

      As of May 7, 2004 the Company has approximately  $226,000 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.

      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 28, 2004 was  $234,847,  compared  to $211,066  for the same period a year
earlier.

                                       12
<PAGE>

      Cash used in investing  activities  was $3,323 for the three months period
ended March 28,  2004,  compared to cash  provided by  investing  activities  of
$8,003 in the same  period  for 2003.  The  decrease  in cash used in  investing
activities was  attributable  to the fact that the Company  purchased  $3,323 of
property or equipment during the three months ended March 28, 2004 compared with
no purchases of property and equipment during the same period in 2003.

      Cash  provided by financing  activities  was $549,255 for the three months
period ended March 28,  2004,  compared to $261,000 in the same period for 2003.
The cash provided in the 2004 period was from the net proceeds from the issuance
of promissory notes.

      The restaurant operations have incurred losses since inception. Management
believes that it will require  approximately  $158,000 in additional  capital to
fund restaurants  operations for the Boca Restaurant for the next twelve months.
Health Express had $370,161 in cash and cash equivalents as of March 28, 2004.

      On January 17, 2003, the Company sold $250,000 of  convertible  debentures
to Cornell Capital Partners, L.P. ("Cornell").  These debentures accrue interest
at a rate of 5% per year and mature  three  years from the  issuance  date.  The
debentures  are  convertible  into the  Company's  common  stock at the holders'
option any time up to maturity at a  conversion  price equal to the lower of (i)
120% of the closing bid price of the common stock as of the closing date or (ii)
80% of the average  closing bid price of the common  stock for the three  lowest
trading days of the five trading days immediately preceding the conversion date.
At maturity, the Company has the option to either pay the holder the outstanding
principal  balance and accrued interest or to convert the debentures into shares
of common stock at a conversion  price similar to the terms described  above. In
accordance with applicable accounting standards for such issuances,  the Company
recorded an interest  charge of $62,500 at issuance to account for the  imbedded
beneficial  conversion  feature.  In addition,  the Company recorded these other
charges at issuance:  $37,500 in professional fees, $20,000 in commissions,  and
(as  described  below)  $75,000  for the Equity  Line of Credit  commitment  fee
(recorded as interest expense); these amounts were withheld from the proceeds of
the  debenture  at closing.  The Company has the right to redeem the  debentures
upon thirty days notice for 120% of the amount  redeemed.  Upon such redemption,
the holder shall  receive  warrants  equal to 10,000  shares of common stock for
each $100,000  redeemed with an exercise  price equal to 120% of the closing bid
price of the common  stock on the closing  date.  $50,000 of the  debenture  was
acquired and  effectively  redeemed by Charles D. Bleiwise for $60,000 on behalf
of the Company,  and $100,000 of the debenture was converted into 283,804 shares
of the Company's common stock in fiscal year 2003. Subsequent to March 28, 2004,
$25,000 of the  debenture  was  converted  into 168,918  shares of the Company's
common stock.  As of May 10, 2004,  $135,000 in convertible  debentures  remains
outstanding. See Note 6 - Subsequent Events.

      On March 13,  2003,  the  Company  entered  into an Equity  Line of Credit
Agreement with Cornell. Under this agreement,  the Company may issue and sell to
Cornell common stock for a total  purchase price of up to $5.0 million.  Subject
to certain  conditions,  the Company is entitled to draw down on the Equity Line
of Credit now that the common stock to be issued under the Equity Line of Credit
is registered with the Securities and Exchange  Commission and the  registration
statement was declared  effective on July 24, 2003 and for two years thereafter.
The purchase price for the shares is equal to 95% of the market price,  which is
defined as the lowest  closing  bid price of the  common  stock  during the five
trading days following the notice date. The amount of each advance is subject to
an  aggregate  maximum  advance  amount of $100,000,  with no advance  occurring
within seven  trading  days of a prior  advance.  In  addition,  in each advance
notice the Company  shall  establish  a minimum  acceptable  price,  whereby the
amount requested in the advance notice shall  automatically  decrease by 20% for
each day of the five succeeding trading days that the closing bid price is below
the minimum  acceptable  price.  Cornell  received 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 was paid from the proceeds of the initial
advance under the Equity Line of Credit.  Cornell is entitled to retain a fee of
5% of each  advance.  In addition,  the Company  entered into a placement  agent
agreement with TN Capital Equities, Ltd., a registered  broker-dealer.  Pursuant
to the placement agent agreement, Health Express paid a one-time placement agent
fee of 9,524 shares of common stock equal to approximately  $10,000 based on the
Company's stock price on January 24, 2003. During the first quarter of 2004, the
Company  received  $200,000 and issued  960,785 shares of common stock under the
Equity Line of Credit.  Subsequent to March 28, 2004,  through May 10, 2004, the
Company  received  $175,000 under the Equity Line of Credit and issued 1,388,295
shares of common stock. See Note 6 - Subsequent Events.

      On January 12, 2004, the Company  executed a promissory  note with Cornell
in the face amount of  $100,000.  The note was repaid by the due date through an
escrow agent with proceeds received under the Equity Line of Credit.

      On February 13, 2004, the Company  executed a promissory note with Cornell
in the face  amount of  $500,000.  There were debt issue  costs  related to this
promissory note of $50,745,  which were classified as a debt issue cost asset on
the balance  sheet.  $10,980 of  amortization  of debt issue costs was  recorded
during  the  quarter.  The note has a  178-day  term.  At March  28,  2004,  the
promissory note balance was $500,000.

                                       13
<PAGE>

      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.

      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

      As of the end of the period  covered by this report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  Principal  Executive  Officer and Principal  Financial Officer of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures. The Company's disclosure controls and procedures are designed to
provide a reasonable  level of assurance of achieving the  Company's  disclosure
control  objectives.  The Company's  Principal  Executive  Officer and Principal
Accounting  Officer have  concluded that the Company's  disclosure  controls and
procedures are, in fact,  effective at this reasonable assurance level as of the
of period covered. The Company's prior auditors advised the Company that, in the
auditor's view, the Company's controls over (1) non-accounting  documents to the
extent this information is communicated to the Chief Financial Officer,  and (2)
the internal  accounting  controls  regarding  segregation of duties,  each have
material weakness. The former accountants for Health Express do not believe that
these  items  constitute  reportable  events  as  described  in Item  304(a)  of
Regulation S-K. The Company believes that its overall internal  controls are, in
fact, effective, and the Company strives to continue to make improvements in its
internal controls.


(B)   Changes In Internal Controls Over Financial Reporting

      In  connection  with the  evaluation of the  Company's  internal  controls
during the Company's  first fiscal  quarter ended March 28, 2004,  the Company's
Principal Executive Officer and Principal Financial Officer have determined that
there are no changes to the Company's internal controls over financial reporting
that has materially affected,  or is reasonably likely to materially effect, the
Company's internal controls over financial reporting.

                                       14
<PAGE>

                                     PART II
                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None.


ITEM 2.  CHANGES IN SECURITIES

         During the three-month period ended March 28, 2004 the Company did not
issue any unregistered securities.


ITEM 3.  DEFAULT UPON SENIOR SECURITIES

         None.


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

         None.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NO.
-------
<S>          <C>                                                <C>
2.1          Articles of Incorporation, as amended              Incorporated by reference to Exhibit 2 to Form
                                                                10-SB filed on October 6, 1999

3.1          By-laws                                            Incorporated by reference to Exhibit 3(a) to Form
                                                                10-SB filed on October 6, 1999

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

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

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

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

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

10.2         Lease - Healthy Bites Grill of Boca, Inc.          Incorporated by reference to Exhibit 10 to
                                                                Form 10-QSB filed on May 14, 2001
</TABLE>

                                       15
<PAGE>


<TABLE>
<S>          <C>                                                <C>
10.3         Employment agreement of Bruno Sartori              Incorporated by reference to Exhibit 10 to Form
                                                                10-QSB on November 14, 2000 and incorporated
                                                                herein by such reference.

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

10.5         Employment Agreement of Marco D'Alonzo             Incorporated by reference to Exhibit 10.5 to Form
                                                                10-KSB filed on March 26, 2003

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

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

10.9         Franchise agreement between Health Express and     Incorporated by reference to Exhibit 10.9 to Form
             The Junie Corp.                                    10-KSB filed on March 26, 2003

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

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

10.12        Fourth Addendum to Standard Asset Purchase         Incorporated by reference to Exhibit 99.3 to Form 8-K
                                                                filed on October 9, 2002

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

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

10.15        Lease Amendment and Assignment Agreement           Incorporated by reference to Exhibit 99.5 to Form
             dated September 18, 2002                           8-K filed on October 9, 2002

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

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

10.19        Equity Line of Credit Agreement dated March 13,    Incorporated by reference to Exhibit 10.19 to
             2003 between Health Express and Cornell Capital    Amendment No. 1 to Form 10-KSB filed on April 24, 2003
             Partners, LP
</TABLE>

                                       16
<PAGE>

<TABLE>
<S>          <C>                                                <C>
10.20        Registration Rights Agreement dated March 13,      Incorporated by reference to Exhibit 10.20 to
             2003 between Health Express and Cornell Capital    Form 10-KSB filed on March 26, 2003
             Partners,

10.21        Escrow Agreement dated March 13, 2003 among        Incorporated by reference to Exhibit 10.20
             the Registrant, Cornell Capital Partners, LP,      to Form 10-KSB filed on March 26, 2003
             Butler

10.22        Securities Purchase Agreement dated January 17,    Incorporated by reference to Exhibit 10.20 to
             2003 among Health Express and the Buyers           Form 10-KSB filed on March 26, 2003

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

10.24        Debenture Agreement dated January 17, 2003         Incorporated by reference to Exhibit 10.20
             between Health Express and Cornell                 to Form 10-KSB filed on March 26, 2003
             Capital Partners LP

10.25        Investors Registration Rights Agreement dated      Incorporated by reference to Exhibit 10.20
             March 13, 2003 between Health Express and the      to Form 10-KSB filed on March 26, 2003
             Investors

10.26        Placement Agent Agreement dated March 13, 2003     Incorporated by reference to Exhibit 10.20 to Form
             among Health Express NT Capital Equities, Ltd.     10-KSB filed on March 26, 2003
             and Cornell Partners LP

10.27        Lease Modification - Health Bites Grill of Boca,   Incorporated by reference to Exhibit 10.27 to Form
             Inc.                                               10-KSB filed on March 29, 2004

10.28        Franchise Agreement between Health Express and     Incorporated by reference to Exhibit 10.28 to Form
             Myrick Corporation                                 10-KSB filed on March 29, 2004

14.1         Code of Ethics                                     Incorporated by reference to Exhibit 14.1 to Form
                                                                10-KSB filed on March 29, 2004

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

                                       17
<PAGE>

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

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

         (b) Reports on Form 8-K
</TABLE>

      On April 8, 2004,  the Company filed a current report under Item 4 on Form
8-K  relating to the change of the  Company's  auditors  from  Ahearn,  Jascot +
Company, P.A. to Salberg & Company, P.A.


                                       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 12, 2004.

May 12, 2004                            HEALTH EXPRESS USA, INC.

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


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