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 28, 2003

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT FOR THE
         TRANSITION PERIOD FROM __________ TO __________

                         COMMISSION FILE NUMBER 02-27569

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

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


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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                                Yes [X]                 No [ ]

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


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



<PAGE>




                                     PART I


       PART 1: FINANCIAL INFORMATION

           Item 1: Financial Statements

                            HEALTH EXPRESS USA, INC.
                           CONSOLIDATED BALANCE SHEETS
              September 28, 2003 (unaudited) and December 29, 2002

<TABLE>
<CAPTION>
                                                                 ASSETS
                                                                                              September 28,       December 29,
                                                                                                2003                  2002
                                                                                            --------------       ----------------


<S>                                                                                      <C>                  <C>
       CURRENT ASSETS
           Cash and cash equivalents                                                     $         42,492     $            7,564
           Inventory                                                                               10,714                 18,907
           Prepaid expenses                                                                        83,281                  6,188
                                                                                            --------------       ----------------

           TOTAL CURRENT ASSETS                                                                   136,487                 32,659


       PROPERTY AND EQUIPMENT, net                                                                487,662                567,323

       DEPOSITS                                                                                    48,387                 62,478
                                                                                            --------------       ----------------


           TOTAL                                                                         $        672,536     $          662,460
                                                                                            ==============       ================


                                             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


       CURRENT LIABILITIES
           Accounts payable                                                              $        105,500     $          111,906
           Accrued payroll and related amounts                                                    210,149                 31,571
           Accrued liabilities                                                                     60,471                 41,084
           Deferred franchise revenue                                                              30,000                      -
           Notes payable - related parties                                                        222,410                116,660
           Promissory note                                                                        100,000                      -
           Liabilities of discontinued operations                                                       -                  3,587
                                                                                            --------------       ----------------

           TOTAL CURRENT LIABILITIES                                                              728,530                304,808
                                                                                            --------------       ----------------


       LONG TERM DEBT - Convertible debentures                                                    235,000                      -
                                                                                            --------------       ----------------


       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
       11,598,188 and 10,368,181 issued and outstanding at September 28, 2003
       and December 29, 2002 respectively                                                          11,598                 10,368
       Additional paid-in capital                                                               8,837,208              8,221,968
       Accumulated deficit                                                                     (9,139,800)            (7,874,684)
                                                                                            --------------       ----------------

           TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                  (290,994)               357,652
                                                                                            --------------       ----------------

           TOTAL                                                                         $        672,536     $          662,460
                                                                                            ==============       ================
</TABLE>


                 See notes to consolidated financial statements.




                                       2
<PAGE>

                            HEALTH EXPRESS USA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
         FOR THE PERIODS ENDED SEPTEMBER 28, 2003 AND SEPTEMBER 29, 2002

<TABLE>
<CAPTION>
                                                              Nine months             Three months         Nine months
                                                                 Ended                   Ended                Ended
                                                          September 28, 2003       September 28, 2003   September 29, 2002
                                                          -------------------      ------------------   ------------------


<S>                                                       <C>                      <C>                  <C>
   REVENUES, net                                          $           577,365      $          171,276   $          263,521

   COST OF COMPANY RESTAURANT SALES
   Food and paper                                                     204,532                  63,995               98,164
   Labor                                                              224,234                  57,621              106,211
   Occupancy                                                          102,250                  29,083               34,090
   Marketing                                                           44,295                  13,040               15,828
   Repairs                                                              8,940                   2,445                5,992
   Pre-opening expenses                                                     -                       -               98,136
   Other direct costs                                                  64,055                  26,495               19,870
                                                            ------------------      ------------------   ------------------

   Total Cost of Company Restaurant Sales                             648,306                 192,679              378,291
                                                            ------------------      ------------------   ------------------

   OTHER EXPENSES
   Compensation                                                       377,642                 155,276              248,260
   Depreciation                                                        94,842                  31,614               33,304
   General and Administrative                                         548,557                 220,742              214,947
                                                            ------------------      ------------------   ------------------

   TOTAL OTHER EXPENSES                                             1,021,041                 407,632              496,511
                                                            ------------------      ------------------   ------------------

   TOTAL EXPENSES                                                   1,669,347                 600,311              874,802
                                                            ------------------      ------------------   ------------------

   LOSS FROM OPERATIONS                                            (1,091,982)               (429,035)            (611,281)

   OTHER NON-OPERATING INCOME (EXPENSE)
   Interest Revenue                                                       204                      10                  383
   Interest Expense                                                  (173,338)                (21,626)              (4,829)
                                                            ------------------      ------------------   ------------------
   TOTAL OTHER NON-OPERATING (EXPENSE), net                          (173,134)                (21,616)              (4,446)

   LOSS BEFORE PROVISION
   FOR INCOME TAXES                                                (1,265,116)               (450,651)            (615,727)

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

   LOSS FROM CONTINUING OPERATIONS                                 (1,265,116)               (450,651)            (615,727)

   DISCONTINUED OPERATIONS
   Loss from operations of discontinued Fort
      Lauderdale restaurant, net of taxes                                   -                       -             (214,100)
                                                            ------------------      ------------------   ------------------

   LOSS ON DISCONTINUED OPERATIONS                                          -                       -             (214,100)
                                                            ------------------      ------------------   ------------------

           NET LOSS                                       $        (1,265,116)     $         (450,651)  $         (829,827)
                                                            ==================      ==================   ==================



   LOSS PER COMMON SHARE:
   From continuing operations, basic and diluted          $             (0.12)     $            (0.04)  $            (0.07)
                                                            ==================      ==================   ==================

   From discontinued operations, basic and diluted        $                 -      $                -   $            (0.02)
                                                            ==================      ==================   ==================

   Net loss per common share, basic and diluted           $             (0.12)     $            (0.04)  $            (0.09)
                                                            ==================      ==================   ==================

   Weighted average common shares outstanding                      10,738,732              11,055,681            9,347,705
                                                            ==================      ==================   ==================

<CAPTION>
                                                              Three months
                                                                 Ended
                                                           September 29, 2002
                                                           ------------------


<S>                                                        <C>
   REVENUES, net                                           $         250,455

   COST OF COMPANY RESTAURANT SALES
   Food and paper                                                     94,488
   Labor                                                             101,014
   Occupancy                                                          31,020
   Marketing                                                          13,596
   Repairs                                                             5,992
   Pre-opening expenses                                                    -
   Other direct costs                                                 14,282
                                                             ----------------

   Total Cost of Company Restaurant Sales                            260,392
                                                             ----------------

   OTHER EXPENSES
   Compensation                                                       96,376
   Depreciation                                                       33,370
   General and Administrative                                         55,986
                                                           ------------------

   TOTAL OTHER EXPENSES                                              185,732
                                                             ----------------

   TOTAL EXPENSES                                                    446,124
                                                             ----------------

   LOSS FROM OPERATIONS                                             (195,669)

   OTHER NON-OPERATING INCOME (EXPENSE)
   Interest Revenue                                                      383
   Interest Expense                                                   (3,265)
                                                             ----------------
   TOTAL OTHER NON-OPERATING (EXPENSE), net                           (2,882)

   LOSS BEFORE PROVISION
   FOR INCOME TAXES                                                 (198,551)

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

   LOSS FROM CONTINUING OPERATIONS                                  (198,551)

   DISCONTINUED OPERATIONS
   Loss from operations of discontinued Fort
      Lauderdale restaurant, net of taxes                           (111,613)
                                                             ----------------

   LOSS ON DISCONTINUED OPERATIONS                                  (111,613)
                                                             ----------------

           NET LOSS                                        $        (310,164)
                                                             ================



   LOSS PER COMMON SHARE:
   From continuing operations, basic and diluted           $           (0.02)
                                                             ================

   From discontinued operations, basic and diluted         $           (0.01)
                                                             ================

   Net loss per common share, basic and diluted            $           (0.03)
                                                             ================

   Weighted average common shares outstanding                      9,759,389
                                                             ================
</TABLE>



                 See notes to consolidated financial statements.




                                       3
<PAGE>

                            HEALTH EXPRESS USA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
         FOR THE PERIODS ENDED SEPTEMBER 28, 2003 AND SEPTEMBER 29, 2002

<TABLE>
<CAPTION>
                                                                                          Nine months              Nine months
                                                                                             Ended                    Ended
                                                                                      September 28, 2003        September 29, 2002
<S>                                                                                <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net loss                                                                    $            (1,265,116)$               (829,827)
       Loss from discontinued operations                                                                 -                  214,100
                                                                                     ----------------------    ---------------------
       Loss from continuing operations                                                          (1,265,116)                (615,727)
       Adjustments to reconcile net loss from continuing operations to
       net cash used in operating activities:
          Depreciation                                                                              94,842                   33,304
          Beneficial conversion feature on convertible debentures                                   77,500                        -
          Common stock issued for compensation and services                                        183,275                   79,979
          Issuance of warrants and stock options                                                    30,695                   46,368
          Changes in operating assets and liabilities
              Inventory and prepaid expenses                                                       (68,900)                 (23,588)
             Accounts payable, accrued liabilities and deferred franchise revenue                  217,972                  108,166
                                                                                     ----------------------    ---------------------

           Net cash used in continuing operations                                                 (729,732)                (371,498)
           Net cash used in discontinued operations                                                      -                  (94,919)
                                                                                     ----------------------    ---------------------
           NET CASH USED IN OPERATING ACTIVITIES                                                  (729,732)                (466,417)
                                                                                     ----------------------    ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of property and equipment                                                          (15,181)                (516,868)
       Changes in other assets                                                                      14,091                   (2,683)
                                                                                     ----------------------    ---------------------

           Net cash used in continuing operations                                                   (1,090)                (519,551)
           Net cash provided by discontinued operations                                                  -                  120,000
                                                                                     ----------------------    ---------------------
           NET CASH USED IN INVESTING ACTIVITIES                                                    (1,090)                (399,551)
                                                                                     ----------------------    ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES
       Proceeds from issuance of convertible debenture                                             310,000                        -
       Proceeds from issuance of promissory note, net                                              100,000                        -
       Loans received from related parties                                                         155,750                   82,660
       Loans repaid to related parties                                                             (50,000)                       -
       Net proceeds from issuance of common stock                                                  250,000                  615,750
                                                                                     ----------------------    ---------------------

           Net cash provided by continuing operations                                              765,750                  698,410
           Net cash used in discontinued operations                                                      -                  (15,226)
                                                                                     ----------------------    ---------------------
           NET CASH PROVIDED BY FINANCING ACTIVITIES                                               765,750                  683,184
                                                                                     ----------------------    ---------------------

           NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     34,928                 (182,784)

CASH AND CASH EQUIVALENTS, Beginning of the period                                                   7,564                  211,169
                                                                                     ----------------------    ---------------------

CASH AND CASH EQUIVALENTS, End of the period                                       $                42,492 $                 28,385
                                                                                     ======================    =====================



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
       Cash paid during the period for interest                                    $                82,755 $                  4,641
                                                                                     ======================    =====================
       Cash paid during the period for income taxes                                $                 -     $                   -
                                                                                     ======================    =====================


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

       During the three months ended September 28, 2003,  $75,000 of convertible
       debentures was converted into 211,180 shares of common stock.

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




         See notes to consolidated financial statements.



                                       4
<PAGE>



                            HEALTH EXPRESS USA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 28, 2003
                                   (UNAUDITED)

BASIS OF PRESENTATION

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

In the opinion of management,  all adjustments  (consisting of normal  recurring
adjustments) considered necessary for a fair presentation have been included and
there are no additional  material  subsequent  events or material  contingencies
that require  disclosure.  The  financial  statements  as of and for the periods
ended September 28, 2003 and September 29, 2002 are unaudited.

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

ORGANIZATION

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

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

FRANCHISE OPERATIONS

The Company conducts  franchise  operations  through a wholly owned  subsidiary,
Health  Express  Franchise  Company,  incorporated  in  Florida  on May 7, 2001.
Initial fees from the awarding of individual  franchises are recorded as revenue
when the  franchisee's  restaurant is opened.  Continuing  fees from  franchised
restaurants  are recorded as revenue when earned.  An initial  franchise  fee of
$30,000 was received  during the nine months ended  September  28, 2003,  and is
recorded as deferred franchise revenue in the accompanying financial statements.
The Company  also  received  $5,000 for grand  opening  advertising  that is not
revenue,  but is recorded as accrued  liabilities in the accompanying  financial
statements.  Subsequent to September 28, 2003, a second franchise  agreement was
signed and the restaurant should open in the first quarter of 2004.



                                       5
<PAGE>

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
September  28,  2003 and  September  29,  2002 by  approximately  6,694,521  and
6,169,694, respectively.

NOTE PAYABLE - RELATED PARTIES

The Company  received $70,000 in financing from a related party on May 20, 2002.
The note was  payable on  September  20,2002 and  included  interest at 5.5% per
annum. On November 8, 2002, the $50,000 note payable, after repayment of $20,000
principal,  was extended  through  March 31, 2003 at an interest  rate of 7% per
annum and the issuance of 5,000 shares of the Company's  restricted common stock
to the note holder. The shares issued were valued at $1,750, and this amount was
recorded as interest expense. 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 has received  $155,750 in short-term  financing from three directors
of the Company  during the first nine months of 2003. At September 28, 2003, all
the related  party notes  payable bear  interest at 5.5% per annum and have been
renegotiated to be payable on December 31, 2003.

OTHER DEBT AND EQUITY TRANSACTIONS

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

The Company issued a convertible debenture to Charles D. Bleiwise for $60,000 in
consideration  of a  professional  fee  invoice  paid by him  for the  Company's
benefit. The debenture has the same features as the debenture to Cornell Capital
Partners  except  that when the  debentures  are  converted,  the shares will be
restricted shares. The Company recorded an interest charge of $15,000 to account
for the imbedded beneficial conversion feature.


                                       6
<PAGE>

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

On July 25, 2003,  the Company raised cash through the execution of a promissory
note in favor of Cornell Capital Partners. in the face amount of $300,000.  This
note had a 90-day  term and was  repaid by the due date.  The  Company  recorded
commissions of $30,000 and professional fees of $57,315 on this transaction.  At
September 28, 2003, the promissory note was $100,000.

Subsequent to the end of the quarter, on October 17, 2003, Health Express made a
draw on the Equity Line of Credit for $25,000 from the sale of 43,589  shares of
the Company's  stock.  On October 31, 2003, the Company raised  additional  cash
through the  execution of a  promissory  note with Cornell in the face amount of
$100,000.

DISCONTINUED OPERATIONS

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

STOCK BASED COMPENSATION

The  Company  follows  the  provisions  of  Statement  of  Financial  Accounting
Standards  ("SFAS")  No.  123,  Accounting  for  Stock-Based  Compensation,   in
accounting  for  stock-based  transactions  with  employees  and  non-employees.
Therefore, the Company records employee and non-employee compensation expense in
the  statement of operations  when such equity  instruments  are issued.  Common
stock issued for compensation and services of $183,275 was recorded for the nine
months ended  September  28, 2003,  and $79,979 was recorded for the nine months
ended September 29, 2002. On July 28, 2003, warrants for the purchase of 100,000
shares of common  stock  were  issued to Hawk  Associates,  Inc.  which  have an
exercise  price of $0.55 and a term of 5 years. A charge of $30,695 was recorded
to professional fees in the third quarter for the issuance of these warrants.

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 table  represents the Company's stock option activity for the nine
months ended September 28, 2003:

<TABLE>
<CAPTION>
                                                                                          Weighted-Average  Weighted-Average
                                                                                          Optioned Shares   Exercise Price
                                                                                          ---------------   --------------

<S>                                                                                            <C>                  <C>
Options outstanding at December 29, 2002                                                        3,699,166            $0.39
Issued during the nine months ended September 28, 2003                                                 --               --
Exercised, expired or forfeited during the nine months ended September 28, 2003                        --               --
                                                                                          ---------------   --------------

Options outstanding at September 28, 2003                                                       3,699,166            $0.39
                                                                                          ===============   ==============
</TABLE>


                                       7
<PAGE>

At September 28, 2003, all of the outstanding options are currently exercisable.
Of this total,  142,366 options are exercisable at $1.31 each through August 31,
2007, and the balance at $0.35 each through June 14, 2009.

INCOME TAXES

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

SEGMENT OPERATION

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 September 28, 2003, The Company has 2 segments,  restaurant operations and
franchising.

<TABLE>
<CAPTION>
                                                                             Restaurant        Consolidated
                                                                             Operations         Franchising          Total

<S>                                                                          <C>                  <C>           <C>
Revenues
Quarter ending September 28, 2003                                            $   171,276          $      -      $   171,276
Quarter ending September 29, 2002                                                250,455                 -          250,455

Nine months ending September 28, 2003                                            577,365                 -          577,365
Nine months ending September 29, 2002                                            263,521                 -          263,521

Operating Loss
Quarter ending September 28, 2003                                                428,940                95          429,035
Quarter ending September 29, 2002                                                195,669                 -          195,669

Nine months ending September 28, 2003                                          1,088,847             3,135        1,091,982
Nine months ending September 29, 2002                                            611,281                 -          611,281

Segment Assets
Quarter ending September 28, 2003                                                638,689            33,847          672,536
Quarter ending September 29, 2002                                                732,353               160          732,513

Depreciation
Quarter ending September 28, 2003                                                 31,614                 -           31,614
Quarter ending September 29, 2002                                                 33,370                 -           33,370

Nine months ending September 28, 2003                                             94,842                 -           94,842
Nine months ending September 29, 2002                                             33,304                 -           33,304
</TABLE>




                                       8
<PAGE>





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


INTRODUCTION - FORWARD LOOKING STATEMENTS

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

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


FINANCIAL CONDITION

         We had net losses of  $1,069,054  and  $1,375,776  for the years  ended
December 29, 2002 and December 30, 2001,  respectively.  For the nine months and
three  months ended  September  28, 2003,  we had net losses of  $1,265,116  and
$450,651,  respectively.  As of September  28, 2003,  we had cash of $42,492 and
current liabilities of $728,530.  We do not have sufficient cash or other assets
to meet our current  liabilities.  In order to meet those  obligations,  we will
need to  raise  cash  from  the  sale of  securities  or  from  borrowings.  Our
independent auditors have added an explanatory paragraph to their audit opinions
issued in connection  with the years 2002 and 2001 financial  statements,  which
states that our ability to continue as a going concern  depends upon our ability
to resolve  liquidity  problems,  principally by obtaining  capital,  commencing
sales and generating  sufficient  revenues to become  profitable and states that
the financial  statements raise  substantial doubt as to Health Express' ability
to continue as a going  concern.  Our ability to make  operations  profitable or
obtain  additional  funding  will  determine  our ability to continue as a going
concern.  Our  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.


RESULTS OF OPERATIONS

         Health Express USA, Inc. was incorporated in Florida on July 2, 1998 to
develop,  construct  and operate  healthy  gourmet  fast food  restaurants.  The
flagship Fort Lauderdale  restaurant began operations on April 10, 2000, and its
operations  were  discontinued  in September  2002.  For the nine months  ending
September  28, 2003,  Healthy Bites Grill of Boca,  Inc.,  the  subsidiary  that
operates the Boca Raton restaurant,  reported revenues of $577,365 and a loss of
$189,770.  The total  consolidated loss of $1,265,116 for the nine months ending
September  28,  2003  includes  losses  from  restaurant  operations,  franchise
operations and general and administrative expenses.

<TABLE>
<CAPTION>
                                                                                               SEPT. 28,         SEPT. 29,
                                                                                                  2003             2002
                                                                                              ------------       ----------

<S>                                                                                           <C>                <C>
Loss from Discontinued Operations, Healthy Bites Grill, Inc.                                  $         --      $   214,100
Loss from Restaurant Operations, Healthy Bites Grill of Boca, Inc.                                 189,770          151,698
Loss (Income) from Health Express Franchise Company                                                  3,135             (40)
Losses attributed to Health Express USA, Inc.                                                    1,072,211          464,069
                                                                                              ------------       ----------

Consolidated loss                                                                             $  1,265,116       $  829,827
                                                                                              ============       ==========
</TABLE>


                                       9
<PAGE>


RESULTS ON A CONSOLIDATED BASIS


         REVENUES

         Health  Express had  revenues of $577,365  for nine month  period ended
September  28, 2003 and revenues for the three month period ended  September 28,
2003 of $171,276,  compared  with revenues of $263,521 for the nine month period
and $250,455 for the three month period ended  September 29, 2002.  The increase
in revenues of $313,844 for the nine month period ended  September  28, 2003 was
primarily due to having 9 months of revenue in 2003,  compared with 3 1/2 months
of revenue  for 2002.  The  decrease  in revenues of $79,179 for the three month
period  ended  September  28,  2003  compared  to the year  earlier  period  was
primarily  due to the grand  opening  last  year.  Accordingly,  the  comparison
between the 2003 and 2002 nine month periods are not indicative of growth in our
operations.


         COSTS OF COMPANY RESTAURANT SALES

         Health  Express'  cost of company  restaurant  sales for the nine month
period ended  September 28, 2003 was  $648,306,  compared with $378,291 for same
period in 2002.  The increase in cost of company  restaurant  sales for the nine
month period of 2003 was higher mainly due to 9 months of expenses in 2003.  For
the three month periods ending September 28, 2003 and September 29, 2002, Health
Express'  cost  of  company   restaurant   sales  were  $192,679  and  $260,392,
respectively.  The cost of company  restaurant sales in the three and nine month
periods ended September 29, 2002 was attributable to pre-opening expenses of the
Boca Raton restaurant.


         OTHER EXPENSES

         Health  Express  had  other  expenses,   which  included  compensation,
depreciation and general and administrative  expenses,  totaling  $1,021,041 for
the nine month period  ended  September  28, 2003 and totaling  $407,632 for the
three month period ended September 28, 2003. These expenses equaled $496,511 and
$185,732 in the same periods of 2002.  The increase of $524,530 and $221,900 for
the nine months and three months ended  September  28, 2003,  respectively,  was
mainly due to an increase in general and administrative  expenses.  Depreciation
also  increased  in 2003  because  there was 9 months of  depreciation  expense,
compared with 3 1/2 months for 2002.


         NET LOSS

         Health Express had a net loss for the nine month period ended September
28, 2003 of $1,265,116 or $0.12 per share.  In the same period for 2002,  Health
Express has a net loss of $829,827 or $0.09 per share.  The increase in net loss
of $435,289 was attributable  mainly to increases in other expenses and interest
expenses.  Interest  expense  included  $77,500  for the  beneficial  conversion
feature for the Cornell Capital  Partners and Bleiwise  convertible  debentures,
and  $75,000 for the Equity Line of Credit.  For the three month  periods  ended
September  28, 2003 and  September  29, 2002,  Health  Express had net losses of
$450,651 and $310,164, respectively.


RESULTS ON A SEPARATED BASIS


         HEALTH  EXPRESS USA, INC. - SEPTEMBER 28, 2003 AS COMPARED TO
SEPTEMBER 29, 2002

         The  loss  for the nine  month  period  ending  September  28,  2003 of
$1,072,211 includes interest on the $250,000 convertible debentures of $145,969,
and commissions  expense of $20,000 and professional  fees of $37,500 related to
the Equity Line of Credit.  An additional  $14,583 was recorded in  professional
fees  for the  250,000  shares  issued  to  Capital  Research  Group,  Inc.  for
management and public  relations  consulting.  The Company recorded a charge for
the  issuance  of 100,000  warrants  to Hawk  Associates,  Inc. in the amount of
$30,695.  The  Company  also  recorded  $15,000 in interest  for the  beneficial
conversion feature of the Bleiwise debenture.

         The  loss  for the nine  month  period  ending  September  29,  2002 of
$464,069  includes stock  compensation of $79,979 paid to officers and employees
and $46,368 for modification of stock options issued in a prior year (non-cash).
The exclusion of these non-cash items and  depreciation  of $33,304 results in a
proforma loss of $304,378.


         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


                                       10
<PAGE>

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,  we believe
this restaurant  represents the ideal  combination of location and  demographics
for  the  Company's  restaurant  theme  and  products.   This  restaurant  began
operations  on June 24, 2002 through a  wholly-owned  subsidiary,  Healthy Bites
Grill of Boca, Inc., a Florida corporation organized on May 7, 2001.

         The  lease  for  this  location  is for a  five-year  period  with  two
five-year  options,  with initial  monthly rental payments of $8,333 plus common
area maintenance of approximately  $1,900 and real estate taxes of approximately
$1,400.  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 nine and three months ending September 28, 2003, the Boca Raton
restaurant reported revenues of $577,365 and $171,276,  respectively, and losses
of $189,770 and $68,838, respectively.

         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:

         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

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

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

         On February  20, 2003,  the Company sold its first  franchise to one of
the  Company's  directors.  The  franchisee  has  identified  a location  and is
currently building out a restaurant  located in South Florida,  with an expected
opening in the first quarter of 2004. The terms of this franchise  agreement are
based on the standard  franchise  agreement with no special  consideration.  The
franchise fee received by Health Express during the nine months ending September
28, 2003 was $30,000,  plus an additional $5,000 advertising deposit. On October
1, 2003, the Company sold its second franchise the same director of the Company.
The  franchisee  has  identified  a location  and is  currently  building  out a
restaurant  located in South  Florida  which should open in the first quarter of
2004. The terms of this franchise  agreement are based on the standard franchise
agreement with no special consideration.



                                       11
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         As of November 7, 2003 Health Express has approximately $18,000 in cash
and cash equivalents. This amount of available cash is not sufficient to satisfy
Health Express' need for working capital for the short term.

         Cash used in operating  activities  during the nine months period ended
September 28, 2003 was $729,732, compared to $466,417 for the same period a year
earlier.  The  increase  of  $263,315  was mainly due to the  increase in Health
Express' net loss for the nine month period ended September 28, 2003.

         Cash used in investing  activities was $1,090 for the nine month period
ended  September  28,  2003,  compared to cash used in investing  activities  of
$399,551  in the same  period  for  2002.  The  decrease  in cash used in Health
Express  from  investing  activities  was  attributable  to the fact that Health
Express  did not  purchase  significant  property or  equipment  during the nine
months  ended  September  28, 2003  compared  with  purchases  of  property  and
equipment  totaling  $516,868  during the same period in 2002 for the opening of
the Boca Raton restaurant.

         Cash  provided  by from  financing  activities  during the nine  months
period ended September 28, 2003 was $765,750,  compared to $683,184 for the same
period a year  earlier.  The  increase of $82,566 for the 2003 period was mainly
due to the proceeds from the issuance of convertible debentures and a promissory
note in the 2003  period,  however,  offset  to some  extent  by a  decrease  in
proceeds received from stock issuances.

         Health Express also received $155,750 in new loans from related parties
during the nine months  ended  September  28, 2003.  There is no assurance  that
these  individuals would be willing to make such loans in the future, or if such
loans were available,  that they would be at terms acceptable to Health Express.
Management  realizes  that Health  Express must  ultimately  be able to generate
sufficient cash flows from the profitable  operation of the business to allow it
to successfully sustain itself independent of outside capital and loans.

         To raise  additional  funds the Company may seek  additional  financing
through the sale of its securities.  On March 8, 2002, the Company  commenced an
offering for sale to accredited investors of up to 250 units at $6,000 per unit,
each  unit  consisting  of  the  Company's  common  stock  and  warrants,  under
Regulation D of the Securities Act of 1933, as amended (the  "Securities  Act").
The Company raised $258,750 through this offering.  These proceeds were used for
the opening of the Boca Raton restaurant and for working capital.  However,  due
to a change in  market  conditions,  the  Board  determined  to  terminate  this
offering  as of July 17,  2002 and seek  additional  funds  through  alternative
financing. On August 15, 2002, the Board approved the offering of up to $350,000
in additional  financing  through the sale of 1,000,000  shares of the Company's
restricted  stock on a private  placement  basis pursuant to Section 4(2) of the
Securities  Act at a  purchase  price of $.35 per share for  gross  proceeds  of
$350,000. The Company has raised $275,000 through this offering.

         On January 17,  2003,  Health  Express  sold  $250,000  of  convertible
debentures to Cornell Capital  Partners.  These debentures  accrue interest at a
rate of 5% per  year  and  mature  three  years  from  the  issuance  date.  The
debentures are convertible at the Cornell Capital  Partners'  option any time up
to maturity at a conversion  price equal to the lower of (i) 120% of the closing
bid price of the common  stock as of the closing date or (ii) 80% of the average
closing bid price of the common stock for the three  lowest  trading days of the
five trading days immediately preceding the conversion date. At maturity, Health
Express  has the  option to either  pay the  holder  the  outstanding  principal
balance and accrued  interest or to convert the debentures into shares of common
stock at a  conversion  price  equal to the lower of (i) 120% of the closing bid
price of the  common  stock as of the  closing  date or (ii) 80% of the  average
closing bid price of the common stock for the three  lowest  trading days of the
five trading days immediately  preceding the conversion date. Health Express has
the right to redeem  the  debentures  upon  thirty  days  notice for 120% of the
amount redeemed.  Upon such redemption,  Cornell Partners shall receive warrants
equal to 10,000  shares of common  stock for each  $100,000  redeemed  by Health
Express  with an  exercise  price  equal to 120% of the closing bid price of the
common stock on the closing date.  During the period ending  September 28, 2003,
the  Company  recorded  $62,500  of  interest  expense  due  to  the  beneficial
conversion  calculation  based on 80% of the  average  closing bid price for the
three lowest days of the five trading days preceding  January 17, 2003.  $75,000
of the debenture was redeemed during the three-month  period ended September 28,
2003.

         On October 3, 2003,  the  Company  issued a  convertible  debenture  to
Charles D. Bleiwise for $60,000 in  consideration  of a professional fee invoice
paid by him for the  Company's  benefit.  The debenture has the same features as
the debenture to Cornell  Capital  Partners  except that when the debentures are
converted,  the shares  will be  restricted  shares.  The  Company  recorded  an
interest  charge of $15,000 to account for the  imbedded  beneficial  conversion
feature.

         On March 13, 2003, Health Express entered into an Equity Line of Credit
Agreement with Cornell  Capital  Partners.  This  agreement  also  terminated an
Equity Line of Credit  Agreement  dated  January 16,  2003,  with  substantially
identical  terms  except  that the  January  agreement  contained  impermissible


                                       12
<PAGE>

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

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

         On July 24, 2003, the registration  statement relating to shares issued
under the Equity Line of Credit was  declared  effective by the SEC. On July 25,
2003,  the Company  raised cash through the  execution  of a promissory  note in
favor of Cornell Capital Partners in the face amount of $300,000.  This note had
a 90-day term and was repaid by the due date. The Company  recorded  commissions
of $30,000 and professional  fees of $57,315 on this  transaction.  At September
28, 2003, the outstanding balance of the promissory note was $100,000, which has
subsequently been fully repaid.

         On October 17, 2003,  Health  Express made a draw on the Equity Line of
Credit for $25,000 from the sale of 43,589 shares of the Company's  stock.  . On
October 31, 2003, the Company raised  additional cash through the execution of a
promissory  note with Cornell  Capital  Partners in the face amount of $100,000.
Through  November 7, 2003,  the Company has made a draws in the total  amount of
$325,000, selling 680,885 shares under the Equity Line of Credit.

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

         From time to time Health  Express may evaluate  potential  acquisitions
involving complementary businesses,  content,  products or technologies.  Health
Express  has no  present  agreements  or  understanding  with  respect  to  such
acquisition.  Health Express's future capital  requirements  will depend on many
factors,  including growth of Health Express's restaurant business,  the success
of its franchising  operations,  economic conditions and other factors including
results of future operations.






                                       13
<PAGE>





ITEM 3.  CONTROLS AND PROCEDURES


(A)  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         Within 90 days prior to the date of 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.


(B)  CHANGES IN INTERNAL CONTROLS

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







                                       14
<PAGE>





                           PART II - OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES

         During the  nine-month  period  ended  September  28,  2003 the Company
issued the following unregistered securities.

<TABLE>
<CAPTION>
                                                                                    DATE     SHARES ISSUED            TOTAL

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

Issuance of 9,524 shares of restricted stock at $0.35 per share for
  services rendered by TN Capital Equities, Ltd.                                03/31/03             9,524       $    3,333

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

Issuance of 250,000 shares of restricted stock at $0.35 for services
  rendered by Capital Research Group, Inc.                                      09/12/03           250,000       $   87,500

Issuance of 680,885 shares under the Equity Line of Credit to Cornell           7/24/03
  Capital Partners                                                              through
                                                                                11/7/03            680,885       $  325,000
</TABLE>


         The Company also issued  warrants for the purchase of 100,000 shares of
common  stock to Hawk  Associates,  Inc. on July 28, 2003.  The warrants  have a
5-year term and were issued with an exercise price of $0.55 per share.



                                       15
<PAGE>




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)  EXHIBITS:

<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION                                          LOCATION
-----------         -----------                                          --------

<S>                 <C>                                                  <C>
3.1                 Articles of Incorporation, as amended                Incorporated by reference to Exhibit 2 to Health
                                                                         Express' Form 10-SB on October 6, 1999

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

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

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

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

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

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

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

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

10.6                Lease between Healthy Bites Grill of Boca, Inc.      Incorporated by reference to Exhibit 10 to Form
                    and Lester M. Entin Associates                       10-QSB filed on May 14, 2001

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

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

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

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

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

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


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<PAGE>

<TABLE>

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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


                                       17
<PAGE>

<TABLE>

<S>                 <C>                                                  <C>
10.29               July 28, 2003 Agreement between Health Express       Provided herewith
                    USA, Inc. and Hawk Associates, Inc.

10.30               July 28, 2003 Warrant issued to Hawk Associates,     Provided herewith
                    Inc. to purchase 100,000 shares of common stock

10.31               August 8, 2003 Consulting Agreement between Health   Provided herewith
                    Express USA, Inc. and Capital Research Group, Inc.

10.32               September 5, 2003 Consulting Agreement between       Provided herewith
                    Health Express USA, Inc. and Capital Research
                    Group, Inc.

10.33               Debenture dated October 3, 2003 between Health       Provided herewith
                    Express USA, Inc. and Charles D. Bleiwise

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

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

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



         (B)  CURRENT REPORT ON FORM 8-K DURING THE QUARTER ENDED
         SEPTEMBER 28, 2003:

         Current Report on Form 8-K during the quarter ended September 28, 2003:

         None.







                                       18
<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 12, 2003                      /s/ Douglas Baker
                                       -----------------------------------------
Date                                   Douglas Baker, President

November 12, 2003                      /s/ Patricia Durante
                                       -----------------------------------------
Date                                   Patricia Durante, Chief Financial Officer








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