UNITED STATES
                       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, 2004

                                       OR

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

            From the transition period from __________ to ___________

                        Commission file number 000-30074



                                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)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the preceding 12 months (or for such shorter  period of time 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 by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

     As of August 6, 2004,  35,106,045 shares of Common Stock of the issuer were
issued and outstanding.

<PAGE>
                                APO HEALTH, INC.
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                                 Page
         PART I - Financial Information
<S>                             <C> <C>                <C> <C>                                    <C>
         Item 1            Financial Statements.

                           Consolidated Balance Sheet as of
                           June 30, 2004 and September 30, 2003.                                  2

                           Consolidated Statement of Income for the three and nine
                           months ended June 30, 2004 and 2003.                                   3

                           Consolidated Statement of Cash Flows for the
                           nine months ended June 30 2004 and 2003.                               4

                           Notes to Consolidate Financial Statements.                           5 - 9

         Item 2            Management's Discussion and Analysis
                           Or Plan of Operations.                                              10 - 11

         Item 3            Quantitative and Qualitative Disclosures About                        12
                           Market Risk.

         Item 4            Controls and Procedures.                                              12

         PART II - Other Information

         Item 1            Legal Proceedings.                                                    12

         Item 2            Changes in Securities and Use of Proceeds.                            13

         Item 3            Defaults upon Senior Securities.                                      13

         Item 4            Submission of Matters to a Vote of Security Holders.                  13

         Item 5            Other Information.                                                    13

         Item 6            Exhibits and Reports on Form 8-K.                                     13

         Signatures                                                                              14
</TABLE>

                                       1
<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS

                                APO HEALTH, INC.
                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                                 June 30,         September 30,
                                                                   2004               2003
                                                             --------------       -------------
                                                                (Unaudited)
                                     ASSETS
Current Assets:
<S>                                                           <C>                  <C>
   Cash                                                       $    509,030         $   405,153
   Accounts Receivable, net of allowance for
   doubtful accounts of $70,000 and $50,000                      1,445,094           1,702,741
   Inventory                                                     1,331,971           1,396,205
   Due from Officers                                                40,000             108,905
   Notes and Other receivables                                           -               4,566
   Other Current Assets                                            175,145              55,013
                                                             --------------       -------------
         Total Current Assets                                    3,501,240           3,672,583
                                                             --------------       -------------

Property and Equipment, net of accumulated
   Depreciation of $81,036 and $98,992                              10,593              18,003
Deposits                                                             7,500               7,500
                                                             --------------       -------------
         Total Assets                                         $  3,519,333         $ 3,698,086
                                                             ==============       =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Cash Overdraft                                            $     71,558         $         -
   Bank Notes Payable                                              826,911           1,008,123
   Accounts Payable                                                893,298             924,029
   Accrued Compensation                                            180,997             248,483
   Customer Deposits                                               233,323             294,587
                                                             --------------       -------------
         Total Current Liabilities                               2,206,087           2,475,222
                                                             --------------       -------------

Stockholders' Equity:
Common stock, $.0002 par value,
     125,000,000 shares authorized, 35,106,045
     and 32,106,045 shares issued and outstanding                    7,021               6,421
   Paid-in Capital                                               2,130,072           1,920,672
   Retained Earnings (Deficit)                                    (823,847)           (704,229)
                                                             --------------       -------------
         Total Stockholders' Equity                              1,313,246           1,222,864
                                                             --------------       -------------
         Total Liabilities and Stockholders' Equity           $  3,519,333         $ 3,698,086
                                                             ==============       =============
</TABLE>
                                       2
<PAGE>
                                APO HEALTH, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                       FOR THE THREE AND NINE MONTHS ENDED
                       JUNE 30, 2004 AND 2003 (UNAUDITED)


<TABLE>
<CAPTION>
                                                    Three Months                        Nine Months
                                                  ----------------                   -----------------
                                             2004                 2003             2004                2003
                                        -------------        -------------      ------------      -------------
<S>                                     <C>                  <C>                <C>               <C>
Revenue                                 $  8,204,667         $ 17,367,339       $29,448,197       $ 39,602,840
Cost of Revenue                            8,071,884           16,631,937        28,073,903         37,733,214
                                        -------------        -------------      ------------      -------------
Gross Margin                                 132,783              735,402         1,374,294          1,869,626
                                        -------------        -------------      ------------      -------------
Operating Expenses
   Selling Expense                           107,107              171,298           481,718            438,586
   General and Administrative Expenses       267,658              488,072         1,027,657          1,348,478
                                        -------------        -------------      ------------      -------------
                                             374,765              659,370         1,509,375          1,787,064
                                        -------------        -------------      ------------      -------------
Income from Operations                      (241,982)              76,032          (135,081)            82,562

Other Income (Expense)
Recovery of Litigation Costs                       -                    -            92,755                  -

Interest Expense                             (27,230)             (14,540)          (77,292)           (69,946)
                                        -------------        -------------      ------------      -------------
                                             (27,230)             (14,540)           15,463            (69,946)
                                        -------------        -------------      ------------      -------------
Income (loss) before Provision for
Income Taxes                                (269,212)              61,492          (119,618)            12,616
Provision for (Recovery of)
Income Taxes                                       -                    -                 -                  -
                                        -------------        -------------      ------------      -------------

Net Income                              $   (269,212)        $     61,492       $  (119,618)      $     12,616
                                        =============        =============      ============      =============
Basic and Diluted Earnings
   Per Common Share:                    $       (.01)         $       .00       $      (.00)      $        .00
                                        =============        =============      ============      =============
Weighted Average Common Shares
   Outstanding                            35,106,145           27,536,910        33,570,589         25,890,925
                                        =============        =============      ============      =============
</TABLE>

                                       3
<PAGE>
                                APO HEALTH, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
                       JUNE 30, 2004 AND 2003 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   2004                      2003
                                                              -------------              ------------
Cash Flow from Operating Activities:
<S>                                                           <C>                        <C>
Net Income (Loss)                                             $   (119,618)              $    12,616
Adjustments to Reconcile Net Income to
Net Cash Flows from Operating Activities:
Depreciation and Amortization                                        7,410                     7,872
Stock Issued for Services                                                -                   151,477
Allowance for Doubtful Accounts                                     20,000                    20,000
Changes In:
  Accounts Receivable                                              237,647                (2,669,109)
  Other Receivables                                                      -                   168,350
  Inventory                                                         64,234                   619,010
  Other Current Assets                                                (132)                  (62,516)
  Accounts Payable                                                 (30,731)                2,188,803
  Accrued Expenses                                                 (18,581)                  151,274
  Customer Deposits Payable                                        (61,264)                 (488,012)
                                                              -------------              ------------
Cash Flows from Operating Activities                                98,965                    99,765
                                                              -------------              ------------
Cash Flows from Financing Activities:
Cash Overdraft                                                      71,558                    52,110
Notes Receivable                                                     4,566                         -
Advances from Officers, Net                                         20,000                   (15,000)
Net Proceeds Issuance Stock                                         90,000                         -
Proceeds (Payment) on Bank Notes Payable, Net                     (181,212)                 (562,814)
                                                              -------------              ------------
Cash Flows from Financing Activities                                 4,912                  (525,704)
                                                              -------------              ------------
Net Increase (Decrease) in Cash                                    103,877                  (425,939)
                                                              -------------              ------------
Cash Balances:
Beginning of Period                                                405,153                   520,618
                                                              -------------              ------------
End of Period                                                 $    509,030               $    94,679
                                                              =============              ============
</TABLE>

                                       4
<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  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, 2003 filed with the Securities and Exchange
Commission.

The  results of  operations  for the nine  months  ended  June 30,  2004 are not
necessarily  indicative  of results to be  expected  for the entire  fiscal year
ending September 30, 2004.

Note 1 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 month 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.

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.

                                       5
<PAGE>
                                APO HEALTH, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

                                                       2004           2003
                                                   ----------     ----------
Cash paid during the year for:
         Interest                                  $  77,292      $  69,946

Non-cash transaction:
         Common Stock Issued for Consulting
           And Professional Fees                   $ 120,000      $ 151,477
         Repayment of Officers' Loan by reduction
           In Accrued Compensation                    60,000

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.

Note 4 - INCOME TAXES

Income taxes (benefit) consist of the following:
                                                    2004             2003
                                                -----------      -----------
         Current                                $        -       $        -
         Utilization of net operating loss               -                -
         Deferred                                        -                -
                                                -----------      -----------
         Total                                  $        -       $        -
                                                ===========      ===========

                                       6
<PAGE>
                                 APO HEALTH INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A  reconciliation  of income taxes at the federal  statutory  income tax rate to
total income taxes is as follows:

                                                    2004             2003
                                                -----------      -----------

      Computed at federal statutory rate of 34% $        -       $        -
      State income tax                                   -                -
      Utilization of net operating loss                  -                -
                                                -----------      -----------
      Total                                     $        -       $        -

The components of deferred taxes are as follows:
                                                     June 30,      September 30,
                                                       2004             2003
                                                    -----------    -------------
    Deferred tax assets
      Allowance for doubtful accounts               $   28,000     $     20,000
      Depreciation                                      12,000           12,000
      Net operating loss carryover, less valuation
      allowance of $176,900 and $221,200                     -                -
      Reversal of valuation allowance                  (40,000)         (32,000)
                                                    -----------    -------------
     Total Deferred tax asset                       $        -     $          -
                                                    ===========    =============

The Company has a net  operating  loss  carryover of  approximately  $265,000 to
offset future taxable income. The carryover expires 2018. The Company has offset
the deferred tax asset by a valuation allowance of $176,900,  since it cannot be
determined more likely than not whether the Company will be able to utilize such
net operating loss carryover.

Note 5 - COMMON STOCK

On April 1, 2004, the Company issued  1,000,000  shares of restricted  shares of
common stock in a private  placement  for $90,000 net of fees of $10,000 paid to
its investment banker.

On January 29, 2004, the Company  entered into an Investment  Banking  agreement
with Sloan  Securities  Corp.  ("SSC") to provide  financing  and  advisory  and
investment  banking  services  for a  period  of one  year  from the date of the
agreement.  In  consideration  for  these  services,  the  Company  issued to an
affiliate  of SSC  2,000,000  share of  restricted  common  stock in the Company
valued at $120,000.

In January of 2004,  the Company  authorized  the  creation of  3,500,000  bonus
compensation warrants exercisable at $0.025 per share, for an exercise period of
three years,  to be issued to designated  recipients  approved by the Board.  On
January 9, 2004, the Board  authorized the issuance of 2,300,000 of compensation
warrants to various officers and professionals for services rendered.

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. To date none of these shares have been issued.

                                       7
<PAGE>
                                APO HEALTH, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5 - COMMON STOCK (continued)

On July 22 2002 the Company issued a common stock  purchase  warrant for 260,000
shares of common stock  exercisable at $.10 per share and on September 27, 2002,
a common stock  purchase  warrant for 1,875,000  shares  exercisable at $.04 per
share, both expiring on August 31, 2007.

In April,  2001,  investors in a private placement  received warrants to acquire
1,500,000  shares of Common stock at $1.00 per share.  These warrants expired on
April 24, 2004.

In June,  2001,  consultants  received  warrants to acquire  1,350,000 shares of
Common stock at prices  ranging from $1.00 to $2.00 that expire on September 14,
2004. To date none of these warrants have been exercised.

In June,  2001. a consultant  received  warrants to acquire  1,000,000 shares of
Common stock at prices  ranging from $1.00 to $2.00 that expire on June 5, 2006.
These warrants were subsequently returned to the Company

Note 6 - LEASES

The  Company  leases  12,000  square  feet  in  New  York.  The  lease  is  on a
month-to-month  basis with an affiliated company 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.  On December 1, 2002 the Company  entered into a sublease
agreement  to lease  approximately  2,000 square feet of its  warehouse  through
November 30, 2004.

Future minimum lease payments are as follows:
   Year ended December 31, 2004                      $34,060

Note 7 - COMMITMENTS AND CONTINGENCIES

Litigation

There was an  action 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 involved
unsolicited  broadcast faxes sent in the state and had been certified as a class
action suit.

On January 28, 2004 the  Company  announced  that it had reached an out of court
settlement in the unsolicited  broadcast fax class action lawsuit by Kenro, Inc.
The Company's  attorneys  agreed to settle the litigation for up to $4.5 million
that will be placed in a settlement  fund created and completely  covered by the
Company's insurer.  As a result of the settlement,  the Company will have no out
of pocket expenses related to the creation or management of the Settlement Fund.

                                       8
<PAGE>
                                APO HEALTH, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - COMMITMENTS AND CONTINGENCIES (continued)

     On or about July 7, 2004,  APO Health,  Inc.  was served with  process in a
suit commenced by The Proctor & Gamble Company  ("P&G") in the US District Court
for the Eastern District of New York,  against it and a number of other parties.
P&G  claimed  that APO Health,  as well as others  were  involved in the sale of
Pantene and Head and Shoulders  products which were not manufactured by P&G. APO
purchased  abroad several  shipments of these products and,  unknown to it, some
non P&G products were included in these  shipments.  APO has cooperated with P&G
as well as the federal regulatory  agencies and has supplied P&G with all of its
documentation  in order to assist P&G in its  efforts to remove  these  products
from the  marketplace and to allow it to trace back the source of these improper
products.  The lawsuit is seeking, among other relief, a request for a temporary
and permanent injunction from selling such products.  APO continues to cooperate
with  and  assist  the  Federal  Drug  Administration  in its  inquiry  and  has
undertaken a voluntary recall of these products. As a result of APO's continuing
cooperation  with  P&G and the FDA and  its  lack of  knowing  culpability,  its
counsel  believes  that this  proceeding  will  terminate  without  any  adverse
consequence to APO.

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 8 - 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 30, 2004,
the Company had  $528,501  on deposit,  in excess of the  $100,000 in each bank,
which is insured under federal law.

                                       9
<PAGE>
ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     Revenue for the nine months ended June 30, 2004 was $29,448,197, a decrease
of  $10,154,643,  or 25.6%, in revenue from the nine months ended June 30, 2003.
Revenue for the three months ended June 30,2004 were  $8,204,667,  a decrease of
$9,167,672,  or 52.7%, in revenue from the three months ended June 30,2003.  The
decrease in the three month period ended June 30, 2004  accounted for almost 90%
of the decrease  for the nine months ended June 30, 2004.  Revenue for the three
months  ended  June 30,  2003 was  $17,367,339,  which had been an  increase  of
$8,958,289  over the three  months  ended  June 30,  2002.  Revenue in the three
months ended June 30, 2004 decreased because the strong Euro caused the price of
product  from  overseas  to  increase  and  preclude  the sale of the  Company's
products at competitive prices.

     The Company is in the  process of  preparing  a new  catalogue  for medical
supplies,  which it  anticipates  will be  completed  by the middle of September
2004. It anticipates that with the distribution of this new catalogue,  sales of
medical  supplies will increase.  The gross profits on products  included in the
catalogue  are a minimum of 20% to 25% and any increase in revenue will increase
the overall profit margins of the Company.

     Cost of sales for the nine months ended June 30, 2004 were  $28,073,903,  a
decrease of $9,659,311,  or 25.6%, from the nine months ended June 30, 2003. The
decrease in cost of sales is the same as the  percentage  in revenue.  The gross
profit  percentage  for the nine months ended June was 4.7%,  the same as in the
nine months ended June  30,2003.  For the three months ended June 30, 2004,  the
gross profit and gross percentage was reduced by $225,883,  or 2.7%, as a result
of a recall of potentially  unsaleable health and beauty aid products (see "Note
7 - Commitments and Contingencies,  Litigation"). Excluding this write down, the
gross profit for the nine months ended June 30, 2004 would have been 4.3%.

     Selling  expenses for the nine months ended June 30, 2004 were  $481,718 an
increase of $43,132 over the nine months ended June 30, 2003.  Freight costs for
the nine months ended June 30,2004  increased by $44,905 due to fuel surcharges.
Commissions to outside sales representatives increased by $66,396 as the Company
used  these  outside  representatives  to  augment  the  internal  sales  staff.
Advertising  and related  costs for the nine months ended June 30, 2004 declined
by $40,115  from the nine months ended June 30,  2003.  Advertising  and related
costs are expected to increase  approximately  $75,000 in the fiscal year ending
September  30,2005 with the  completion  and  distribution  of the Company's new
medical  catalogue.  Travel and entertainment  expense for the nine months ended
June 30, 2004 declined by $31,163 from the nine months ended June 30,2003

     General and administrative expenses for the nine months ended June 30, 2004
were  $1,027,657,  a decrease  of $320,821  from the nine months  ended June 30,
2003.  Total  compensation,   including  payroll  taxes  and  employee  benefits
decreased by $255,882  through June 30, 2004.  This  decrease was  predominantly
caused by a bonus of $268,000  paid during the same period of 2003 to one of the
officers for attaining  sales levels included in his employment  agreement.  The
2004 compensation  does not include any bonuses.  Professional  fees,  including
legal,   accounting,   and  consulting,   decreased  by  approximately  $57,000.
Consulting fees,  specifically  towards mergers and  acquisitions,  decreased by
$67,000 while other professional fees increased by approximately  $10,000 so the
Company could be in compliance with the provisions of the Sarbanes-Oxley Act. In
the quarter ended June 30, 2003,  the Company  cancelled a consulting  agreement
and wrote off $58,200, the remaining balance of compensation

                                       10
<PAGE>
under the consulting  agreement.  All other general and administrative  expenses
decreased by approximately $8,000.

     During  January 2004,  the Company  settled a lawsuit  against it involving
unsolicited  broadcast  faxes. The Company settled the lawsuit for $4.5 million,
the entire  amount of which was covered by the Company's  insurer.  As a result,
the Company was  reimbursed for all legal expenses that it had incurred from the
lawsuit in prior years.

     Interest  expense for the nine months ended June 30, 2004 was  $77,292,  an
increase of $7,346 from the nine month period ended June 30, 2003.  The increase
in  interest  expense  is  due  to an  increase  in the  average  daily  balance
outstanding on our credit facility with Rosenthal & Rosenthal, Inc.

Financial Condition

     As of June 30, 2004, the Company had net working capital of $1,295,153,  an
increase of $97,792 from September 30, 2003. The Company also has  approximately
$2,030,000  of financing  available  under a  $3,000,000  credit  facility  with
Rosenthal & Rosenthal, Inc. to finance additional receivables and inventory. The
term of the credit facility expires on October 31, 2005 and may be extended on a
year to year basis thereafter unless it is terminated.

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

     During the past year,  because of the decrease in the exchange  rate of the
U.S. dollar against the Euro and Canadian dollar,  the Company has not been able
to purchase  merchandise  at favorable  prices from  distributors  in Europe and
Canada.  In  addition,  other  product  lines  are no longer  accessible  to the
Company. Consequently, the Company's sales of products has decreased.

Liquidity

     In  connection  with a lawsuit  commenced  on July 7, 2004 by The Proctor &
Gamble  Company,  the Company  returned  certain  product to its distributor and
recorded a  receivable  of  approximately  $180,000.  To date,  the  Company has
received $80,000 of this receivable,  and the balance will be reduced by credits
issued by the distributor by each container of product purchased by the Company.
The Company expects to recoup the remaining balance with credits on purchases at
the rate of $10,000 per month.

Off-Balance Sheet Arrangements

     The  Company  does not have any  off-balance  sheet  arrangements  that are
likely to have a current or future effect on the Company's financial  condition,
revenues or expenses, results of operations or capital resources.

                                       11
<PAGE>
ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Exchange Rate Risk.  The products  distributed  by the Company are, for the
most part,  manufactured  by third parties in the United  States,  the Far East,
Mexico and  Canada.  As a result,  our  financial  results  could be affected by
factors  such as changes in foreign  currency  exchange  rates or weak  economic
conditions in foreign markets.

     Credit  Risk.  The Company  maintains  cash  balances at various  financial
institutions. At times, such balances exceed the insured limits of the financial
institution.  To date,  the  Company  has not  experienced  any  losses  in such
accounts. As of June 30, 2004, the Company had $528,501 on deposit, in excess of
the $100,000 in each bank, which is insured under federal law.

ITEM 4   CONTROLS AND PROCEDURES

     As of the end of the period covered by this report,  the Company  conducted
an evaluation, under the supervision and with the participation of its principal
executive officer and principal financial officer,  of the Company's  disclosure
controls and  procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the
Exchange Act). Based upon this  evaluation,  the Company's  principal  executive
officer and principal financial officer concluded that the Company's  disclosure
controls and procedures are effective to ensure that information  required to be
disclosed  by the  Company in the  reports  that it files or  submits  under the
Exchange Act is recorded,  processed,  summarized and reported,  within the time
periods specified in the Commission's  rules and forms. There was no significant
change  in the  Company's  internal  controls  or in other  factors  that  could
significantly affect these controls subsequent to the date of the evaluation.

PART II   -   OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

     On or about July 7, 2004,  APO Health,  Inc.  was served with  process in a
lawsuit  commenced by The Proctor & Gamble Company ("P&G") in the U.S.  District
Court for the  Eastern  District  of New York,  against it and a number of other
parties.  P&G claimed that APO Health,  as well as others,  were involved in the
sale of Pantene and Head and Shoulders  products that were not  manufactured  by
P&G. APO purchased  abroad several  shipments of these products and,  unknown to
it, some non P&G products were included in these  shipments.  APO has cooperated
with P&G as well as the Federal  regulatory  agencies  and has supplied P&G with
all of its  documentation  in order to assist P&G in its efforts to remove these
products from the  marketplace and to allow it to trace back the source of these
improper products.  The lawsuit is seeking,  among other relief, a request for a
temporary and permanent injunction from selling such products.  APO continues to
cooperate with and assist the Federal Drug Administration in its inquiry and has
undertaken a voluntary recall of these products. As a result of APO's continuing
cooperation  with  P&G and the FDA and  its  lack of  knowing  culpability,  its
counsel  believes  that this  proceeding  will  terminate  without  any  adverse
consequence to APO.

                                       12
<PAGE>
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

     Sales of Unregistered Securities during the Quarter ended June 30, 2004.

     On April 1, 2004, the Company issued 1,000,000 shares of restricted  shares
of common stock in a private  placement  for $90,000 net of fees of $10,000 paid
to its investment banker. The issuance is considered exempt from registration by
reason of Section 4(2) and/or Regulation D of the Securities Act of 1933.

ITEM 3 - DEFAULTS 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

(a) Exhibits.
<TABLE>
<CAPTION>
Exhibit Number                                                 Description
------------------    ------------------------------------------------------------------------------------------------
<S>                   <C>
2.1                   Tax-Free Reorganization Agreement between the Company and InternetFinancialCorp.com, Inc.,
                      effective June 13, 2001, incorporated by reference to Form 8-K/A filed with the Securities and
                      Exchange Commission on July 23, 2001.
3.1                   Restated Articles of Incorporation, incorporated by reference to Form 8-K filed with the
                      Securities and Exchange Commission on October 12, 2001.
3.2                   Certificate of Amendment to Articles of Incorporation, changing name to
                      Interfinancialcorp.com, Inc., incorporated by reference to Form 8-K filed with the Securities
                      and Exchange Commission on October 12, 2001.
3.3                   Certificate of Amendment to Articles of Incorporation, changing name to APO Health, Inc.,
                      incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on
                      October 12, 2001.
3.4                   By-laws of the Company, incorporated by reference to registration statement on Form 10 (File
                      No. 000-30074) filed with the Securities and Exchange Commission on February 19, 1999.
10.1                  Employment Agreement between the Company and Dr. Jan Stahl, incorporated by reference to Form
                      S-2 (File No. 333-76736) filed with the Securities and Exchange Commission on January 15, 2002.
31.1                  Certification by Dr. Jan Stahl, Chief Executive Officer and Chief Financial Officer, pursuant
                      to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1                  Certification by Dr. Jan Stahl, Chief Executive Officer and Chief Financial Officer, pursuant
                      to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

(b) Reports on Form 8-K.

None.

                                       13
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  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 12, 2004                     By: /s/Jan Stahl
                                              ----------------
                                              Dr. Jan Stahl, Chief Executive
                                              Officer, Chief Financial Officer,
                                              Secretary and Chairman
                                              (Principal Executive Officer and
                                              Principal Financial Officer)

                                       14