U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2003

                                       OR

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

            From the transition period from __________ to ___________

                         Commission file number 00030074

                                APO HEALTH, INC.
                                ----------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                     NEVADA                             86-0871787
                --------------                     -------------------
         (STATE OR OTHER JURISDICTION OF              (IRS EMPLOYER
         INCORPORATION OR ORGANIZATION)            IDENTIFICATION NUMBER)

                 3590 OCEANSIDE ROAD, OCEANSIDE, NEW YORK 11575
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (800) 365-2839
                                  -------------
                           (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
                                       ---    ---

As of August 6 , 2003,  30,156,045  shares of Common  Stock of the  issuer  were
issued.

<PAGE>

                                APO HEALTH, INC.
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003

                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
<S>                                                                                     <C>
         PART  I -  FINANCIAL INFORMATION

         ITEM  1           Financial Statements.

                           Consolidated Balance Sheet as of

                            June 30, 2003 and September 30, 2002.                           3

                           Consolidated Statement of Income for the three and nine
                            months ended June 30, 2003 and 2002.                            4

                           Consolidated Statement of Cash Flows for the

                            nine months ended June 30, 2003 and 2002.                       5

                           Notes to Consolidated Financial Statements.                    6 - 11

         ITEM  2           Management's Discussion and Analysis

                            or Plan of Operations.                                       12 - 13

         PART  II - OTHER INFORMATION

         ITEM  1           Legal Proceedings.                                              14

         ITEM  2           Changes in Securities and Use of Proceeds.                      14

         ITEM  3           Default upon Senior Securities.                                 14

         ITEM  4           Submission of Matters to a Vote of Security Holders.            14

         ITEM  5           Other Information.                                              14

         ITEM  6           Exhibits and Reports on Form 8-K.                               14

         SIGNATURES                                                                        15
</TABLE>


                                      -2-
<PAGE>

                                              PART I - FINANCIAL INFORMATION

                                                     APO HEALTH, INC.
                                                CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                                  JUNE  30,       SEPTEMBER 30,
                                                                                                    2003              2002
                                                                                                -----------        -----------
                                                                                                (UNAUDITED)
                                                        ASSETS
<S>                                                                                             <C>                <C>
CURRENT ASSETS:
   Cash                                                                                         $    94,679        $   520,618
   Accounts Receivable, net of allowance for
   doubtful accounts of $50,000 and $30,000                                                       4,160,404          1,511,295
   Inventory                                                                                      1,623,599          2,242,609
   Due from Officers                                                                                128,905            113,905
   Notes and Other receivables                                                                       90,150            258,500
   Deferred Tax Assets                                                                               20,000             12,000
   Other Current Assets                                                                              80,813             18,297
                                                                                                -----------        -----------
         Total Current Assets                                                                     6,198,550          4,677,224
                                                                                                -----------        -----------
Property and Equipment, net of accumulated
   Depreciation of $96,368 and $88,496                                                               20,627             28,499
Deferred tax asset                                                                                   51,200             61,563
Deposits                                                                                              7,500              7,500
                                                                                                -----------        -----------
         Total Assets                                                                           $ 6,277,877        $ 4,774,786
                                                                                                ===========        ===========
                                           LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Cash Overdraft                                                                               $    52,110        $      --
   Bank Notes Payable                                                                               787,186          1,350,000
   Accounts Payable                                                                               3,307,091          1,118,288
   Accrued Expenses                                                                                 351,992            200,718
   Customer Deposits                                                                                177,584            665,596
                                                                                                -----------        -----------
         Total Current Liabilities                                                                4,675,963          3,334,602
                                                                                                -----------        -----------
STOCKHOLDERS' EQUITY:
Common stock, $.0002 par value,
     125,000,000 shares authorized, 30,156,045
     and 24,554,227 shares issued and outstanding                                                     6,005              4,904
   Paid-in Capital                                                                                1,772,359          1,621,983
   Retained Earnings (Deficit)                                                                     (176,450)          (186,703)
                                                                                                -----------        -----------
         Total Stockholders' Equity                                                               1,601,914          1,440,184
                                                                                                -----------        -----------
         Total Liabilities and Stockholders' Equity                                             $ 6,277,877        $ 4,774,786
                                                                                                ===========        ===========
</TABLE>


                                      -3-

<PAGE>

                                APO HEALTH, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                       FOR THE THREE AND NINE MONTHS ENDED
                       JUNE 30, 2003 AND 2002 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        THREE MONTHS                           NINE MONTHS
                                                                  2003               2002                2003               2002
                                                             ------------       ------------        ------------       ------------
<S>                                                          <C>                <C>                 <C>                <C>
Revenue                                                      $ 17,367,339       $  8,409,050        $ 39,602,840       $ 21,798,465
Cost of Revenue                                                16,631,937          7,859,873          37,733,214         19,974,012
                                                             ------------       ------------        ------------       ------------
Gross Margin                                                      735,402            549,177           1,869,626          1,824,453
                                                             ------------       ------------        ------------       ------------
Operating Expenses
   Selling Expense                                                171,298            191,488             438,586            589,351
   General and Administrative Expenses                            488,072            378,429           1,348,478          1,175,150
                                                             ------------       ------------        ------------       ------------
                                                                  659,370            569,917           1,787,064          1,764,501
                                                             ------------       ------------        ------------       ------------
Income from Operations                                             76,032            (20,740)             82,562             59,952
Interest Expense                                                   14,540             22,908              69,946             85,101
                                                             ------------       ------------        ------------       ------------
Income (loss) before Provision for
Income Taxes                                                       61,492            (43,648)             12,616            (25,149)
Provision for (Recovery of)
 Income Taxes                                                       2,363             (9,515)              2,363             (2,685)
                                                             ------------       ------------        ------------       ------------
 Net Income Before Discontinued
 Operations                                                        59,129            (34,133)             10,253            (22,464)
Discontinued Operations
Gain on Sale of Discontinued
Operations Net of Taxes                                              --                2,812                --              317,687
Income (loss) from Discontinued
Operations Net of Taxes                                              --                  300                --               35,819
                                                             ------------       ------------        ------------       ------------
Discontinued Operations                                              --                3,112                --              353,506
                                                             ------------       ------------        ------------       ------------
Net Income                                                   $     59,129       $    (31,021)       $     10,253       $    331,042
                                                             ============       ============        ============       ============
Basic and Diluted Earnings
   Per Common Share:
From Continuing Operations                                   $        .00       $       (.00)       $        .00       $       (.00)
From Discontinued Operations                                          .00                .00                 .00                .01
                                                             ------------       ------------        ------------       ------------
Total                                                        $        .00       $        .00        $        .00       $        .01
                                                                                ============        ============       ============
Weighted Average Common Shares
   Outstanding                                                 27,536,910         23,754,874          25,890,925         23,637,943
                                                             ============       ============        ============       ============
</TABLE>


                                      -4-
<PAGE>

                                APO HEALTH, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
                       JUNE 30, 2003 AND 2002 (UNAUDITED)

                                                    2003              2002
                                                -----------       -----------
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income                                      $    10,253       $   331,042
Adjustments to Reconcile Net Income to
Net Cash Flows from Operating Activities:
Depreciation and Amortization                         7,872            20,742
Deferred Taxes                                        2,353            15,118
Write-off Goodwill Discontinued Operations             --             125,537
Stock Issued for Services                           151,477             5,047
Allowance for Doubtful Accounts                      20,000              --
Changes In:
  Accounts Receivable                            (2,669,109)         (376,436)
  Other Receivables                                 168,350          (250,000)
  Inventory                                         619,010          (840,720)
  Other Current Assets                              (62,516)          117,600
  Cash Overdraft                                     52,110
  Accounts Payable                                2,188,803           373,544
  Accrued Expenses                                  151,274            (5,759)
  Income Taxes Payable                                 --              97,750
  Customer Deposits Payable                        (488,012)          780,227
  Other Current Liabilities                            --              17,096
                                                -----------       -----------
Cash Flows from Operating Activities                151,875           410,788
                                                -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment In Subsidiary                               --             (25,000)
Assets Acquired Net of Cash Investment                 --             (17,891)
                                                -----------       -----------
Net  Cash From Investing Activities                    --             (42,891)
                                                -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from Officers, Net                         (15,000)          (44,570)
Proceeds (Payment) on Bank Notes Payable, Net      (562,814)           42,030
                                                -----------       -----------
Cash Flows from Financing Activities               (577,814)           (2,540)
                                                -----------       -----------
Net Increase (Decrease) in Cash                    (425,939)          365,357
                                                -----------       -----------
CASH BALANCES:
Beginning of Period                                 520,618           179,167
                                                -----------       -----------
End of Period                                   $    94,679       $   544,524
                                                ===========       ===========


                                      -5-

<PAGE>

                                APO HEALTH, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following financial information is submitted in response to the requirements
of Form  10-Q  and does not  purport  to be  financial  statements  prepared  in
accordance with generally accepted  accounting  principles.  Certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted,  although  the  Company  believes  the  disclosures  that  are made are
adequate to make the  information  presented  not  misleading.  Further,  in the
opinion of the management,  the interim financial  statements reflect fairly the
financial position and results of operations for the periods indicated.

It is suggested that these interim consolidated  financial statements be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's Form 10K containing the Company's audited  financial  statements as of
and for the year ended September 30, 2002 filed with the Securities and Exchange
Commission.

The  results of  operations  for the nine  months  ended  June 30,  2003 are not
necessarily  indicative  of results to be  expected  for the entire  fiscal year
ending September 30, 2003.

NOTE  1  -  SUMMARY OF ACCOUNTING POLICIES

NATURE OF BUSINESS  AND BASIS OF  CONSOLIDATION.  APO Health,  Inc.  ("APO") was
incorporated under the laws of the state of New York in August 1978. APO and its
wholly-owned  subsidiary,  Universal Medical  Distributors,  Inc.  ("Universal")
distribute  disposable  medical  products  principally  to dental,  medical  and
veterinary  professionals  and wholesalers in the United States,  principally on
the East  Coast.  Effective  June  13,  2001,  InternetFinancialCorp.com,  Inc.,
("IFAN"),  a Nevada  corporation,  which is an inactive public company  acquired
APO,  (collectively,  the  "Company"),  pursuant  to a  tax-free  reorganization
agreement.  The  acquisition  was  accounted  for by the  purchase  method under
business combinations in a reverse acquisition transaction.  Concurrently,  IFAN
changed its name to APO Health, Inc., a Nevada corporation.

CASH AND CASH  EQUIVALENTS.  For purposes of the statements of cash flows,  cash
equivalents  include all highly liquid  investments with original  maturities of
three months or less.

Revenue recognition occurs when products are shipped.

Merchandise  inventory  is  stated  at the  lower  of  cost or  market.  Cost is
determined using the first-in, first-out method.

Property and  equipment is stated at cost.  Depreciation  is provided for on the
straight-line method over the useful estimated life. The cost of maintenance and
repairs is expensed as incurred.


                                      -6-
<PAGE>

                                APO HEALTH, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income taxes are computed using the tax liability method of accounting,  whereby
deferred  income taxes are  determined  based on differences  between  financial
reporting  and tax bases of assets and  liabilities  and are measured  using the
enacted tax rates that will be in effect when the differences reverse.

EARNINGS PER SHARE.  Basic net income per share has been calculated based on the
weighted average number of shares of common stock outstanding during the period.
Diluted  net  income per share is  computed  by  dividing  the net income by the
weighted  average number of common shares  outstanding  plus potential  dilutive
securities.

RECLASSIFICATIONS.  Certain reclassifications of certain prior year amounts were
made to conform to the current year presentation.

ESTIMATES AND  ASSUMPTIONS.  Preparing  financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, revenue
and  expenses  at the balance  sheet date and for the period then ended.  Actual
results could differ from these estimates.

NOTE 2  - SUPPLEMENTAL CASH FLOW STATEMENT DISCLOSURES

                                                  2003          2002
                                                --------      --------
Cash paid during the year for:
         Interest                               $ 69,946      $ 85,101

Non-cash transaction:

         Common Stock Issued for Consulting
           And Professional Fees                $151,477      $  5,047

NOTE 3  - BANK NOTES PAYABLE

On October  29,  2002,  the Company  entered  into a  financing  agreement  with
Rosenthal & Rosenthal,  Inc. The financing agreement provides the Company with a
maximum  credit  facility  not  to  exceed  $3,000,000.The  credit  facility  is
collateralized  by  substantially  all the Company's  assets and $500,000 of the
facility is  personally  guaranteed  by Dr. Jan Stahl,  Chairman  and CEO of the
Company.  Interest is payable  monthly on the average  daily loan balance at the
announced  prime rate of JP Morgan Chase bank plus 2.5%. This agreement is for a
period of three years through  October 31, 2005 and may be extended on a year to
year basis thereafter unless terminated as provided in the agreement.


                                      -7-
<PAGE>

                                 APO HEALTH INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  4  -  INCOME  TAXES

Income taxes (benefit) consist of the following:

<TABLE>
<CAPTION>
                                                                                                      2003             2002
                                                                                                   ---------        ---------
<S>                                                                                                <C>              <C>
         Continuing Operations                                                                     $   2,363        $  (2,685)
         Discontinued Operations                                                                        --            182,901
                                                                                                   ---------        ---------
                                                                                                   $   2,363        $ 180,216
                                                                                                   =========        =========
A reconciliation of income tax at the federal statutory income tax rate to total
income taxes is as follows:
                                                                                                      2003             2002
                                                                                                   ---------        ---------
         Computed at the federal
            statutory rate of 34%                                                                  $   4,289        $ 173,828
         State income tax                                                                                165           46,013
         Operating loss carry forward                                                                 (2,363)         (46,112)
         Other adjustments                                                                               272            6,487
                                                                                                   ---------        ---------
                                                                                                   $   2,363        $ 180,216
                                                                                                   =========        =========
The components of deferred taxes are as follows:
                                                                                                    June 30,       September 30,
                                                                                                      2003             2002
                                                                                                   ---------        ---------
         Deferred tax assets
            Allowance for doubtful accounts                                                        $  20,000        $  12,000
            Depreciation                                                                              18,800           11,963
            Net operating loss carryover,                                                             10,100           27,300
         Reversal of valuation allowance                                                              22,300           22,300
                                                                                                   ---------        ---------
         Total deferred tax assets                                                                    71,200           73,563
         Less Current Portion                                                                        (20,000)         (12,000)
                                                                                                   ---------        ---------
         Non current deferred tax asset                                                            $  51,200        $  61,563
                                                                                                   =========        =========
</TABLE>

The Company has a net  operating  loss  carryover of  approximately  $ 81,000 to
offset future taxable income. The carryover expires 2017.

NOTE 5 -DISCONTINUED OPERATIONS

In February 2002, the Company sold the veterinary  division of Universal Medical
Distributors,  Inc.  The  financial  statements  for 2001 have been  restated to
reflect the  discontinued  operations of this division.  In connection  with the
sale of the veterinary  division,  the Company  received a note in the amount of
$250,000 which was due on January 31,2003.

In January 2002,  the Company  acquired  Envirotech Air Quality  Services,  Inc.
("Envirotech").  The Company sold  "Envirotech"  in August 2002 which included a
note in the amount of $8,500 receivable over a period of 19 months with interest
at the rate of 18% per annum.


                                      -8-
<PAGE>

                                APO HEALTH, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6  - COMMON STOCK

Stock Option Plan

On July 22, 2002, the Company adopted a Bonus  Compensation  Warrant  Agreement,
whereby,  the Company would issue Bonus Compensation  Warrants equivalent to 10%
of the price of any merger or  acquisition  brought to the  Company.  All of the
warrants  being  exercisable  into  shares of common  stock at 80% of the 20 day
average bid and ask price of the Company's common stock. The Company  authorized
up to a maximum  aggregate of 3,000,000 shares of common stock available for any
Bonus Compensation Warrants.

On October 1, 2002, the Company filed a form S-8  authorizing the issuance of up
to  1,000,000  shares of common  stock for  consultants  and  professionals.  In
January the Company  issued  650,000 of those shares valued at $.03 per share or
$19,500  for  consulting  for  business   development,   including  mergers  and
acquisitions.

On March 14, 2003, the Company filed another form S-8  authorizing  the issuance
of up to 2,750,000 shares of common stock for consultants and professionals.  On
March 26,  2003,  1,200,000  shares of common  stock valued at $.03 per share or
$36,000 for consulting and professional fees for business development  including
mergers and acquisitions.  On April 8 and on May 20, 2003, the Company issued an
additional  2,040,000  shares of common stock for consultants  and  professional
valued at $.03 per share or $61,200.

On June 19, 2003 the Company issued 1,711,818 shares of restricted  common stock
in lieu of cash  payments of bonuses  earned.  The  restricted  shares of common
stock were valued at $.02 per share for a total of $34,776.

NOTE 7  - LEASES

The Company leases 11,800 square feet of office and warehouse space in New York.
The lease is  month-to-month  with  affiliated  companies owned by the Company's
officers and shareholders.  The affiliate's underlying New York lease expires in
2004.  Lease  payments made by the Company  approximate  the payments due by the
affiliated  companies.  Rent expense for the nine months ended June 30, 2003 and
2002 was $46,399 and $56,038 respectively.

Future minimum lease payments are as follows:
Year ended March 31, 2004                            $72,450
                     2005                            $56,175


                                      -9-

<PAGE>

                                APO HEALTH, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Litigation

There is an action  pending  in the  Circuit/Superior  Court of  Marion  County,
Indiana  entitled  Kenro,  Inc.,  on behalf of itself and all  others  similarly
situated  against APO Health,  Inc. The lawsuit involves  unsolicited  broadcast
faxes  sent in the state and has been  certified  as a class  action  suit.  The
Company has petitioned the court to certify its class action certification order
for  interlocutory  appeal.  If the Company can defeat the class  certification,
then the  plaintiff is limited to a single  violation  with a maximum  potential
recovery of $1,500. If the class  certification issue is lost then the Company's
exposure  can range in the  millions  of  dollars.  The Company has filed a suit
seeking  indemnification  by or contribution from the vendors who sent the faxes
on behalf  of the  Company.  It is the  Company's  belief  and  contention  that
damages,  if any, which may be awarded to the plaintiff are covered by insurance
up to policy limits.

However, on October 24, 2001, the Company was named as a defendant in Merchant's
& Business  Men's Mutual  Insurance  Company vs. APO Health,  Inc.  Merchant's &
Business  Men's Mutual  Insurance  Company  issued a Commercial  Blanket  Excess
Liability  insurance policy to the Company for one year commencing  February 27,
2000 up through February 27, 2001.  Merchant's & Business Men's Mutual Insurance
Company  alleges in its complaint that policy coverage with the Company does not
extend  to the  allegations  set forth in the  aforementioned  Kenro  suit.  The
Company, however,  disagrees and contends that the policy issued by Merchant's &
Business Men's Mutual Insurance Company obligates them to cover any damages that
the Company may incur, as a result of an unfavorable verdict in the Kenro suit.

On  July1,  2002,  the  Court  granted  the  intervention  motion  of the  Kenro
plaintiffs,  and,  as a matter of law,  denied  Merchant's  motion  for  summary
judgement  and granted the Company's  cross-motion  for summary  judgement,  and
finding that the claims  asserted  against the Company in the Kenro lawsuit fell
within the terms of the Merchant's policies. As a result, the Court ordered that
Merchant's  has a duty to defend and indemnify the Company in the Kenro lawsuit.
Additionally, the Court found alternatively,  that the disclaimer of coverage by
Merchant's was untimely, so that Merchant's would not be allowed to rely upon or
raise any coverage  defenses.  The Court also found that the Company is entitled
to be reimbursed for the legal fees that it incurred, and ordered that a hearing
be  conducted  to  determine  the  amount  that  Merchant's   owed.   Merchant's
subsequently filed a motion for reargument of its unsuccessful summary judgement
motion,  and papers in  opposition  have been  submitted  by the Company and the
Kenro  plaintiffs to the Court. The Company and the Kenro plaintiffs have argued
that the Court should adhere to its original  decision for a variety of reasons.
Merchant's  has also filed an appeal to the Appellate  Division from the Court's
July 1, 2002 Order,  and in the event the Court adheres to its  decision,  it is
expected that Merchant's  will again notice an appeal,  and move to have the two
appeals consolidated.


                                      -10-

<PAGE>

                                APO HEALTH, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - COMMITMENTS AND CONTINGENCIES (continued)

Employment Agreement

Effective October 1, 2001, the Company has entered into a three-year  employment
agreement  with its chief  executive  officer that provides for a minimum annual
salary  of  $250,000  with  incentives  based  on the  Company's  attainment  of
specified  levels  of sales  and  earnings  as  defined  in the  agreement.  The
employment  agreement  expires  September  30,  2004 and shall be  automatically
renewed for  successive  periods of one year unless  either party gives  written
notice to terminate the agreement.

NOTE 9 - CONCENTRATION OF CREDIT RISK

The Company maintains cash balances at various financial institutions.  At times
such  balances  exceed the  insured  limits of the  financial  institution.  The
Company has not  experienced any losses in such accounts and does not believe it
is exposed to any significant credit risk on cash balances. As of June 31, 2003,
the Company had $155,500 on deposit,  in excess of the $100,000  that is insured
under federal law.


                                      -11-

<PAGE>

ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

Results of operations for the three and six months ended June 30, 2002 have been
restated to reflect the sale of the veterinary division and Envirotech.

Revenue for the nine months ended June 30, 2003 were $39,602,840, an increase of
$17,804,195  or 81.7% in  revenue  over the nine  months  ended  June 30,  2002.
Revenue for the three months ended June 30, 2003 were  $17,367,339,  an increase
of $8,958,289 or 106.5% in revenue over the three months ended June 30, 2002.The
increase  in  revenue  for  both the  three  and  nine  months  was due to large
increases in the distribution of products to wholesale distributors. The Company
does not know if they will be able to  sustain  this  growth in future  periods.
Cost of sales  for the nine  months  ended  June 30,  2003 was  $37,733,214,  an
increase of $17,759,202 or 88.9% over the nine months ended June 30, 2002.  Cost
of sales for the three months ended June 30, 2003 was  $16,631,937,  an increase
of  $8,772,064  or 111.6% over the three months ended June 30, 2002. As a result
the gross margin for the nine months ended June 30, 2003 was $1,869,626 or 4.72%
compared to  $1,824,453  or 8.37% for the nine months ended June 30,  2002.  The
gross  margin for the three  months  ended June 30,  2003 was  $735,402 or 4.23%
compared to  $549,177 or 6.53% for the three  months  ended June 30,  2002.  The
decrease in the gross  profit  margins are a result of  increased  revenue  from
wholesale  products  which have  significantly  lower profit margins than retail
sales and the decrease in revenue from retail dental sales. Medical supply sales
which  have a higher  gross  profit  margin  than the  wholesale  products  have
increased  but have not yet made up for the  decrease in the dental  sales.  The
Company expects that the increases in sales of medical supplies will make up for
the loss in dental sales and increase the Company's overall gross profit margin.

Selling  expenses  for the nine  months  ended  June 30,  2003 were  $438,586  a
decrease of $150,765 or 25.6%  compared to the nine months  ended June 30, 2002.
The Company has reduced shipping costs by $20,607;  commissions by $40,915;  and
advertising costs by $127,951.

Advertising  costs in the next three to six months will  increase as the Company
brings out several new catalogues.  Travel and entertainment  expenses increased
by $47,215,  which is related  directly to  increased  contact  with medical and
wholesale purchasers.

General and  administrative  expenses  for the nine  months  ended June 30, 2003
increased by $173,328 or 14.7% over the nine months  ended June 30, 2002.  Total
compensation including payroll taxes increased by approximately,  $123,700 which
included a bonus of $268,000 for one of the officers for attaining  sales levels
included in his employment  agreement.  Without this bonus,  employment expenses
would have decreased by  approximately  $144,200 which includes the reduction of
two  employees  and voluntary  salary  reductions  by the three  officers of the
Company. Other increases included consulting fees which increased by $77,582, as
the Company was exploring the  possibilities  of an acquisition  or merger.  The
consulting  agreements  have been cancelled and this  nonrecurring  item will be
eliminated  in the future.  Professional  and  financing  expenses  decreased by
approximately $21,900 as legal expenses in defending the litigation decreased by
approximately  $40,000 while the cost of the new financing  agreement  increased
financing costs by approximately  $20,000.  All other general and administrative
expenses decreased by approximately $6,000.


                                      -12-

<PAGE>

Interest  expense for the nine months ended June 30, 2003 was $69,946 a decrease
of $15,155 from the nine month period ended June 30, 2002. This was accomplished
by entering into a new financing  agreement  where all  collections  are applied
against the line of credit on a daily basis and proceeds from the line of credit
are only  taken when  needed to pay down  liabilities.  As a result the  average
daily  balance  outstanding  on the line of  credit  has been  reduced.  The new
financing  agreement  allows the Company  greater  flexibility in its ability to
finance increased sales and additional inventory.

FINANCIAL CONDITION

As of June 30,  2003,  The  Company had net working  capital of  $1,522,587,  an
increase of $179,965 from  September 30, 2002. The increase came from net income
earned during the nine months ended June 30, 2003 and expenses incurred but paid
through the issuance of common  stock for  consulting  services.  On October 29,
2002, the Company  entered into a new financing  agreement  which  increased its
credit  facility  by  $1,000,000  to  $3,000,000   giving  the  Company  greater
flexibility to finance larger  receivables and inventory  allowing for increased
sales.

For fiscal 2003, the Company has reduced its budget for both selling and general
and administrative  expenses by approximately  $255,000 eliminating  unnecessary
expenses and revising some of the  operations.  In addition the Company  expects
that  consulting and other  professional  fees will be reduced by  approximately
$150,000 which it estimated were non-recurring items. The above reductions would
provide the  Company  with income  from  operations  based on the current  sales
volume.

Based upon the above factors,  the Company believes that it has sufficient funds
for operations for the next fiscal year.


                                      -13-

<PAGE>

                           PART II - OTHER INFORMATION
                                APO HEALTH, INC.

ITEM  1  -  LEGAL  PROCEEDINGS

There is an action  pending  in the  Circuit/Superior  Court of  Marion  County,
Indiana  entitled  "Kenro,  Inc.,  on behalf of itself and all others  similarly
situated  against APO Health,  Inc., Cause No.  490120101CP000016."  The lawsuit
involves unsolicited broadcast faxes sent in the state and has been certified as
a class action suit.  The Company has  petitioned the court to certify its class
action  for  interlocutory   appeal.  The  Company  has  filed  a  suit  seeking
indemnification by or contribution from the vendors who sent the faxes on behalf
of the Company.  It is the Company's belief and contention that damages, if any,
which may be awarded to the  plaintiff  are  covered by  insurance  up to policy
limits.

However, on October 24, 2001, the Company was named as a defendant in Merchant's
& Business  Men's  Mutual  Insurance  Company  vs. APO  Health,  Inc.,  Case No.
01-605-091,  Supreme  Court  of the  State  of New  York,  County  of New  York.
Merchant's & Business Men's Mutual Insurance Company issued a Commercial Blanket
Excess  Liability  insurance  policy  to the  Company  for one  year  commencing
February 27, 2000 up and through February 27, 2001.  Merchant's & Business Men's
Mutual Insurance  Company alleges in its complaint that policy coverage with the
Company does not extend to the allegations set forth in the aforementioned Kenro
suit.  The Company,  however,  disagrees  and contends that the policy issued by
Merchant's & Business Men's Mutual Insurance Company obligates them to cover any
monetary  damages  that the  Company  may incur,  as a result of an  unfavorable
verdict in the Kenro suit.

ITEM  2  -  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS
None.

ITEM  3  -  DEFAULT  UPON  SENIOR  SECURITIES
None.

ITEM  4  -  SUBMISSION   OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
None.

ITEM  5  -  OTHER  INFORMATION
None.

ITEM  6  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

31.1     Principal Executive Officer  certification  pursuant to Rule 13a-14 and
         15d-14  under the  Securities  Exchange  Act of 1934,  as  amended,  as
         adopted  pursuant  to Section  302 of the  Sarbanes-Oxley  Act of 2002.
         Filed herein.

31.2     Principal Financial Officer  certification  pursuant to Rule 13a-14 and
         15d-14  under the  Securities  Exchange  Act of 1934,  as  amended,  as
         adopted  pursuant  to Section  302 of the  Sarbanes-Oxley  Act of 2002.
         Filed herein.

32.1     Chief Executive  Officer  certification  pursuant to 18 U.S.C.  Section
         1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
         2002. Filed herein.

32.2     Chief Financial Officer  certification  pursuant to 18 U.S.C.  1350, as
         adopted  pursuant  to Section  906 of the  Sarbanes-Oxley  Act of 2002.
         Filed herein.



<PAGE>

                                   SIGNATURES

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

                                APO HEALTH, INC.

Date:    August 11, 2003                By:      /s/  Dr. Jan Stahl
                                                 ------------------
                                                 Dr. Jan Stahl, Chairman
                                                 Chief Executive Officer
                                                       And Secretary
                                                 (Principal Executive Officer)

Date:    August 11, 2003                By:      /s/  Peter Steil
                                                 ----------------
                                                  Peter Steil, President
                                                       and Treasurer
                                                 (Principal Financial and
                                                    Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

Date:    August 11, 2003                By:      /s/  Dr. Jan Stahl
                                                 ------------------
                                                 Dr. Jan Stahl, Director

Date:    August 11, 2003                By:      /s/  Peter Steil
                                                 ----------------
                                                 Peter Steil, Director

Date:    August 11, 2003                By:      /s/  Kenneth Leventhal
                                                 ----------------------
                                                 Kenneth Leventhal, Director


                                      -15-