---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-KSB/A



---



|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------



For the fiscal year ended March 31, 2004



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the transition period from  to



Commission file number 0-23031



---



DYNAMIC HEALTH PRODUCTS, INC.

(Name of small business issuer in its charter)



---



|                                                                  |  |                                     
|----------------------------------------------------------------- |  | ------------------------------------
|Florida                                                           |  | 34-1711778                          
|(State of or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                                    |  |           
|--------------------------------------------------- |  | ----------
|12399 Belcher Road South, Suite 140, Largo, Florida |  | 33773     
|(Address of principal executive offices)            |  | (Zip Code)



Issuers
telephone number (727) 683-0670



---



Securities registered under Section 12(b) of the Exchange Act: None



Securities registered pursuant to Section 12(g) of the Exchange Act: Common
Capital Stock



---



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 ̈



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB. ̈



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act.):    Yes ̈No  x



Issuers revenues for its most recent fiscal year were $1,892,539.



The aggregate market value of the voting common stock held by
non-affiliates of the Registrant was $2,906,439, based upon the last reported trade of the stock on June 23, 2004, which was 4,000 shares at $1.15 per share.



The number of shares outstanding of the Issuers common stock at $.01 par value as of June 23, 2004 was 12,774,834.



---



---

EXPLANATORY NOTE:



This Form 10-KSB/A for Dynamic Health Products, Inc. is being filed to amend Item 8A which is included herein in its entirety, as
amended. The balance of the Form 10-KSB for the year ended March 31, 2004 remains unchanged.



Item 8A. CONTROLS AND PROCEDURES.



Evaluation of disclosure controls and procedures. An evaluation was performed under the supervision and with the participation of our management, including the Companys chief executive officer and its chief
financial officer, of the effectiveness of the design and operation of the Companys disclosure procedures. Based on managements evaluation as of the end of the period covered by this Annual Report, our chief executive officer and chief
financial officer have concluded that the Companys disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) were sufficiently
effective to ensure that the information required to be disclosed by us in the reports that we filed under the Exchange Act is gathered, analyzed and disclosed with adequate timeliness, accuracy and completeness.



Changes in internal controls. There have been no material changes in the
Companys internal controls or in other factors that materially affected or were reasonably likely to materially affect these controls subsequent to the date of the evaluation referred to above, nor were there any material deficiencies or
material weaknesses in our internal controls. Accordingly, no corrective actions were required or undertaken.



2



---

Item 13. EXHIBITS AND REPORTS ON FORM 8-K.



(a)(1) Consolidated Financial Statements.



See consolidated financial statements commencing on page F-1.



(a)(2) Exhibits.



The following exhibits are filed with this report:



|     |  |                                                                                                                                                                
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Articles of Incorporation of Direct Rx Healthcare, Inc., filed January 27, 1998. (1)                                                                           
|     | 
|3.2  |  | Articles of Amendment to Articles of Incorporation of Nu-Wave Health Products, Inc., dated August 11, 1998. (2)                                                
|     | 
|3.3  |  | Articles of Amendment to Articles of Incorporation of Dynamic Health Products, Inc., filed September 1, 1998. (3)                                              
|     | 
|3.4  |  | Articles of Restatement of the Articles of Incorporation of Dynamic Health Products, Inc., filed April 16, 1999. (3)                                           
|     | 
|10.1 |  | Note and Mortgage in favor of GE Capital Small Business Finance Corporation from the Company, dated September 13, 1999. (4)                                    
|     | 
|10.2 |  | Consulting Agreement between Dynamic Health Products, Inc. and Jugal K. Taneja, dated February 14, 2002. (5)                                                   
|     | 
|14.1 |  | Code of Ethics of Dynamic Health Products, Inc. (6)                                                                                                            
|     | 
|21.1 |  | Dynamic Health Products, Inc.  List of Subsidiaries. (7)                                                                                                      
|     | 
|31.1 |  | Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|     | 
|31.2 |  | Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).              
|     | 
|32.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).              

---

|(1) | Incorporated by reference to the Companys Annual Report on Form 10-KSB for the fiscal year ended March 31, 1998, file number 0-23031, filed in Washington, D.C.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Companys Quarterly Report on Form 10-QSB for the quarter ended June 30, 1998, file number 0-23031, filed in Washington, D.C.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



3



---

|(3) | Incorporated by reference to the Companys Annual Report on Form 10-KSB for the fiscal year ended March 31, 1999, file number 0-23031, filed in Washington, D.C.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the Companys Quarterly Report on Form 10-QSB for the quarter ended September 30, 1999, file number 0-23031, filed in Washington, D.C.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the Companys Annual Report on Form 10-KSB for the fiscal year ended March 31, 2002, file number 0-23031, filed in Washington, D.C.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to the Companys Annual Report on Form 10-KSB for the fiscal year ended March 31, 2003, file number 0-23031, filed in Washington, D.C.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to the Companys Annual Report on Form 10-KSB for the fiscal year ended March 31, 2004, file number 0-23031, filed in Washington, D.C.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



(b) Reports on Form 8-K.



During the three month period ending March 31, 2004, the Company filed no
reports on Form 8-K.



4



---

SIGNATURES



In accordance with the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                         |  |                               |  |                                            
|------------------------ |  | ----------------------------- |  | -------------------------------------------
|                         |  | DYNAMIC HEALTH PRODUCTS, INC.
|                         |  |                              
|Date: September 14, 2005 |  | By:                           |  | /s/ Mandeep K. Taneja                      
|                         |  |                               |  | Mandeep K. Taneja, Chief Executive Officer,
|                         |  |                               |  | President and Director                     



In accordance with the
Exchange Act this report has been signed below by the following persons on behalf of the registrant in the capacities as on September 14, 2005.



|          |  |                      |  |                                                           
|--------- |  | -------------------- |  | ----------------------------------------------------------
|Signature |  | Title               
|By:       |  | /s/ Jugal K. Taneja  |  | Chairman of the Board and Director                        
|          |  | Jugal K. Taneja      | 
|          |  |                     
|By:       |  | /s/Mandeep K. Taneja |  | Chief Executive Officer, President and Director           
|          |  | Mandeep K. Taneja    | 
|          |  |                     
|By:       |  | /s/ Cani I. Shuman   |  | Chief Financial Officer, Secretary, Treasurer and Director
|          |  | Cani I. Shuman       | 
|          |  |                     
|By:       |  | /s/Kotha S. Sekharam |  | Director                                                  
|          |  | Kotha S. Sekharam    |  |                                                           



5