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 Period Ended June 30, 1997
                                    -------------  
                                       or

    [ ]        Transition  Report  Pursuant to Section 13 or 15(d)
               of the  Securities Exchange Act of 1934
               For the Transition Period from _____ to _____

                         Commission File Number 1-10966

                           HEALTH PROFESSIONALS, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


           Delaware                                        11-3076108
           --------                                        ----------
   (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                     Identification No.)


     2601 East Oakland Park Boulevard, Suite 300, Fort Lauderdale, Fl 33306
--------------------------------------------------------------------------------
                   (Address of principal executive offices)

                                  954-766-2552
--------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes  X , No    .
                                       ---     ---
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.




            Class                                  Outstanding at July 31, 1997
-----------------------------                      ----------------------------
Common Stock, $.02 par value                                5,485,000


                                       1

<PAGE>


                           HEALTH PROFESSIONALS, INC.
                                AND SUBSIDIARIES


                                    I N D E X
                                    ---------

                                                                   Page No.
                                                                  --------

PART I - Financial Information


      Condensed Consolidated Balance Sheets
      March 31, 1997 and September 30, 1996                         3 - 4

      Condensed Consolidated Statements of Operations
      Three and Six Months Ended March 31, 1997 and 1996                5

      Condensed Consolidated Statements of Cash Flows,
      Six Months Ended March 31, 1997 and 1996                          6

      Notes to Condensed Consolidated Financial Statements          7 - 8

      Management' Discussion and Analysis of Financial
         Condition and Results of Operations                       9 - 14


PART II - Other Information                                            15


























                                       2

<PAGE>


                  HEALTH PROFESSIONALS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS




                                                   June 30        September 30
Assets                                              1997              1996
------                                              ----              ----

Current assets:
   Cash                                         $     32,000     $      49,000
   Accounts receivable, net                        4,280,000         3,425,000
   Inventory                                          87,000           108,000
   Prepaid consulting fees,
      Current portion                                182,000           115,000
   Prepaid expenses and other                         53,000            46,000
                                                ------------     -------------

         Total current assets                      4,634,000         3,743,000

Equipment, furniture & Fixtures
   And leasehold improvements, net                   913,000         1,338,000
Prepaid consulting fees, less
   Current portion                                   129,000           145,000
Covenants not to compete, net                        230,000           419,000
Costs in excess of net assets
   Of businesses acquired, net                     6,078,000         6,134,000
Other assets                                         458,000           463,000
                                                ------------     -------------

         Total                                  $ 12,442,000     $  12,242,000
                                                ============     =============





















            See notes to condensed consolidated financial statements.

                                        3

<PAGE>


                   HEALTH PROFESSIONALS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                                   June 30        September 30
Liabilities and  Stockholders'                      1997              1996
------------------------------                      ----              ----
Equity
------

Current liabilities:
   Accounts payable and accrued
      Expenses                                  $  3,965,000     $   3,725,000
   Accrued salaries and payroll taxes                200,000           117,000
   Factoring line of credit                        1,215,000         1,100,000
   Current portion of long term debt                 336,000           474,000
                                                ------------     -------------

      Total current liabilities                    5,716,000         5,416,000
                                                ------------     -------------

Long term debt, less current portion               2,067,000         1,519,000
                                                ------------     -------------


Stockholders' equity:
Serial preferred stock, $1 par value;
   Authorized 100,000 shares; issued none
Common Stock - $.02 par value; authorized
   25,000,000 shares; issued and
   outstanding 5,485,000                             109,000            91,000
Additional paid-in capital                        43,991,000        43,280,000
   Less:  40,000 shares of
      Treasure stock at cost                         (42,000)          (42,000)
Deficit                                          (39,399,000)      (38,022,000)
                                                ------------     -------------

Total stockholders' equity                         4,659,000         5,307,000
                                                ------------     -------------

      Total                                     $ 12,442,000     $  12,242,000
                                                ============     =============










           See notes to condensed consolidated financial statements.


                                       4

<PAGE>

                   HEALTH PROFESSIONALS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                            Three Months Ended           Nine Months Ended
                                                  June 30                    June 30

                                            1997          1996            1997          1996
                                            ----          ----            ----          ----
<S>                                     <C>            <C>            <C>            <C>        
Operating revenue                       $ 2,000,000    $ 1,100,000    $ 6,251,000    $ 3,246,000
Operating revenue - related parties -          --          773,000           --        2,358,000
Conversion and Sale of Securities              --             --             --          166,000
Interest and other income                      --           14,000          9,000         43,000
                                        -----------    -----------    -----------    -----------
                                          2,000,000      1,887,000      6,260,000      5,813,000
                                        -----------    -----------    -----------    -----------

Costs and expenses:
Direct service expense                    1,007,000      1,214,000      2,974,000      3,015,000
Selling, general and
     Administrative expense               1,011,000      1,161,000      3,885,000      3,820,000
Interest                                    119,000         95,000        321,000        385,000
Research and  development                    99,000         23,000        362,000        145,000
Provision (recovery) for loss
    and other professional
     association revenues                      --         (234,000)        96,000     (1,129,000)
Cost incurred in connection with
     litigation                                --           20,000           --           20,000
                                        -----------    -----------    -----------    -----------
                                          2,236,000      2,279,000      7,638,000      6,256,000
                                        -----------    -----------    -----------    -----------


Net Income (Loss)                       $  (236,000)   $  (392,000)   $(1,378,000)   $  (443,000)
                                        ===========    ===========    ===========    ===========

Net earnings(loss) per share                   (.04)          (.11)         (0.25)         (0.16)
                                        ===========    ===========    ===========    ===========

Weighted average number of
    Common and Common
     equivalent shares outstanding        4,957,000      3,695,000      4,957,000      2,692,000
                                        ===========    ===========    ===========    ===========
</TABLE>












           See notes to condensed consolidated financial statements.

                                       5


<PAGE>


                   HEALTH PROFESSIONALS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                           
                                                                Nine Months Ended June

                                                               1997             1996
                                                               ----             ----
<S>                                                         <C>            <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss)                                         $(1,378,000)   $  (443,000)
Adjustments to reconcile net earnings
    (loss) to net cash used in operating activities:
Depreciation and amortization                                   934,000        537,000
Amortization - Consulting                                        99,000
Provision (recovery) for bad debts                                            (744,000)
Securities issued for services                                  150,000        739,000
Lease obligations                                              (376,000)      (402,000)
Change in assets and liabilities:
(Increase) decrease in accounts receivable                     (855,000)       782,000
(Increase) in inventory                                          21,000         (3,000)
(Increase) decrease in prepaid expenses and other                71,000       (669,000)
(Increase) decrease in other assets                            (124,000)       (71,000)
Increase in accounts payable and accrued expenses               141,000        451,000
Increase (decrease) in accrued salaries and payroll taxes        83,000        (21,000)
                                                            -----------    -----------
NET CASH PROVIDED BY(USED IN)
         OPERATING ACTIVITIES                                (1,234,000)       156,000
                                                            -----------    -----------
INVESTING ACTIVITIES:
Purchase of Physician Association                                  --       (2,954,000)
Capital expenditures, net                                          --         (239,000)
Collection of Notes Receivable                                     --          255,000
                                                            -----------    -----------
NET CASH PROVIDED BY INVESTING
    ACTIVITIES                                                     --       (2,938,000)
                                                            -----------    -----------
FINANCING ACTIVITIES:
Proceeds from sale of common stock                                           2,000,000
Conversion of Debt to Equity                                    319,000      3,000,000
Additions to long term debt                                                  2,036,000
 Discounts for Notes Payable                                                    42,000
Repayments of long term debt and
current maturities, net                                        (193,000)    (3,520,000)
Proceeds from long-term borrowing                               976,000
Cash Received from (paid to)
          Factor, net                                           115,000       (389,000)
                                                            -----------    -----------
NET CASH PROVIDED BY (USED IN)
 FINANCING ACTIVITIES                                         1,217,000      3,169,000
                                                            -----------    -----------
NET INCREASE (DECREASE) IN CASH                                 (17,000)       387,000
 CASH AT BEGINNING OF PERIOD                                     49,000         20,000
                                                            -----------    -----------

CASH AT END OF PERIOD                                            32,000    $   407,000
                                                            ===========    ===========
</TABLE>





                                       6

<PAGE>

                   HEALTH PROFESSIONALS, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements



1.  General
    -------

      The accompanying  unaudited condensed  consolidated  financial  statements
have been prepared in accordance  with the  instructions to Form 10-Q and do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all adjustments  considered  necessary for a fair presentation have
been included. Operating results for the nine months ended June 30, 1997 are not
necessarily  indicative  of the results that may be expected for the year ending
September 30, 1997 . These  statements  should be read in  conjunction  with the
financial  statements and notes thereto  included in the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 1996.


2.  Litigation and other Contingencies
    ----------------------------------

      In 1993,  the SEC  advised  the  Company  that it had  commenced  a formal
investigation of potential  securities law violations in connection with certain
trading  activity  in  the  Company's   securities  and  has  requested  certain
information from the Company and certain of its officers in connection with that
investigation.  The Company and its officers have complied with these  requests.
In September  1996, the SEC settled its  administrative  proceedings  with HPI's
former  Chairman (who left the Company  effective  August,  1992) and others who
were  alleged to have  unlawfully  traded in HPI's  common  stock.  Neither  the
Company itself,  nor any of its current officers or directors were implicated in
the SEC investigation.


3.  Prepaid Expenses - Consulting
    -----------------------------

    The Company entered into a consulting  agreement with Thomas Capital Funding
Group,  pursuant to which the Company  agreed to issue 100,000  shares of common
stock of the Company,  in consideration  for consulting  services to be provided
over a three  year  period.  Under  the  terms of this  agreement,  Thomas is to
consult  with  the  Company  concerning  management,  marketing,  financial  and
strategic planning, expansion of services and shall advise the Company regarding
its needs.

4.   Conversion of Debt to Equity
     ----------------------------


     The Company's Board of directors  approved an agreement to convert $250,000
of debt owed for deferred  compensation to shareholders'  into 462,963 shares of
the Company's  common stock valued at .54 a share,  representing  a 30% discount
from market at the time the transaction was concluded.  These shares are subject
to Rule 144 restrictions. The Board also agreed to issue an aggregate of 200,000

                                       7

<PAGE>


shares of the  Company's  stock in exchange for a reduced cash fee agreement for
certain legal services  rendered as well as services to be rendered for the 1997
calendar year.


















































                                       8

<PAGE>


                 HEALTH PROFESSIONALS, INC. AND SUBSIDIARIES
       Management's Discussion and Analysis of Financial Condition and
                              Results of Operations


BACKGROUND AND BUSINESS PLAN DEVELOPMENT

      CSI currently  operates five medical  clinic and research sites located in
Florida (Fort Lauderdale,  Miami Beach),  California (Irvine, Los Angeles, ) and
Illinois  (Chicago).  The Company had  Independent  Practice  Affiliation  (IPA)
agreements  with   physician's   professional   corporations  to  utilize  these
facilities  prior to January 1, 1996. On January 1, 1996, the Company  purchased
the  medical  practices  in Fort  Lauderdale  and Miami.  On April 1, 1996,  the
Company  purchased the medical  practice in Chicago.  On September 30, 1996, the
Company created a Management Service Organization in California, which purchased
the medical  practice  operations  in Irvine and on October 28, 1996 the Company
purchased medical practice  operations in Los Angeles,  which had not previously
been affiliated with the Company.

      Management believes that owning the Company's affiliated medical practices
or medical  practice  operations,  where  permitted  by law,  will  increase its
ability  to  deliver  comprehensive   integrated  medical  and  clinical  trials
services,  will result in more  cost-efficient  management  of the practices and
will allow better  utilization of its  standards-of  care  algorithms to improve
health care outcomes.

      The  transition  to  ownership  of  the  practices  had  unexpectedly  but
temporarily  impaired  practice  operations in Ft.  Lauderdale and Miami, with a
materially significant negative impact on revenues derived from those facilities
during  the later  half of fiscal  1996 and the first  quarter  of fiscal  1997.
Management  has been  working to restore  these  revenues  and its  efforts  are
resulting in continuing improvement in the practice operations.

      In addition,  the Fort  Lauderdale and Miami sites will benefit from their
selection to  participate  in five large clinical  trials,  the Immune  Response
Corporation's  HIV-1  Immunogen  trial,  Bristol-Myers  Squibb's two  lobucovair
trials and Dupont Merck's DMP-266 trial.  Patient  recruitment into these trials
started to occur  during the second and third  quarters  of fiscal 1997 and full
enrollment is expected to have a material  effect on revenues for fourth quarter
of fiscal 1997 and fiscal 1998.  Although the Company has historically  achieved
full  enrollment  into  its  clinical  trials,  it can give no  assurances  full
enrollment will be achieved.

      In addition, physician practices located in Florida, California, Virginia,
Texas, Pennsylvania,  Maine, Washington, DC and New York are affiliated with the
CSI network and utilize CSI services to varying degrees.The  Company's principal
business  objective  is to  extend  the  full  capabilities  of its  Information
Technologies  system (ITS) to all its currently  affiliated  sites and to expand
the number of owned and  affiliated  sites.  Management  believes that this will
increase its revenue base to meet its central operating and development expenses
and will then generate  substantial  operating profits. The extension of the ITS
to all  affiliated  sites will allow the Company to provide  more  comprehensive
services to these sites,  thereby  increasing  the revenue earned from each. The

                                       9

<PAGE>


expansion of owned and  affiliated  sites will create further market outlets for
the  Company's  services  and allow  greater  market  capture of the  underlying
populations requiring those services. The expanded network will be positioned to
capture health services  contracts as a national  managed care  disease-specific
provider,  will provide  larger  economies of scale,  will provide more clinical
data for medical and  financial  analysis  and will allow CSI to conduct  larger
clinical  trials.  The new Los Angeles  site and the new  clinical  trials which
commenced during the second quarter of fiscal 1997 represent the  accomplishment
in part of this objective.


RESULTS OF OPERATIONS

      The  Company's  total  facilities  revenues are derived from  provision of
physician medical services (where allowed by law) practice management  services,
diagnostic  laboratory  services  and other  ancillary  medical  services to the
patients  of  medical  practices  owned  by CSI  and to  the  medical  practices
affiliated with CSI.


                              Three Months Three Months Nine Months  Nine Months
                                 Ended        Ended        Ended       Ended
                              June 30, 97  June 30, 96  June 30, 97  June 30, 96

Total Facilities Revenues      $1,583,000   $1,652,000   $5,147,000   $4,529,000

Clinical Trials and Other         417,000      221,000    1,104,000    1,075,000
                               ----------   ----------   ----------   ----------

                               $2,000,000   $1,873,000   $6,251,000   $5,604,000
                               ==========   ==========   ==========   ==========

Total facilities revenues decreased by $69,000 and increased by $619,000 for the
three and nine  months  ended June 30,  1997,  as compared to the same period in
1996.  The decrease was due to the  discontinuing  of the San Diego facility and
was offset by an increase in lab and infusion revenue from other sites. Although
the San Diego site made a modest contribution to revenue, it made only a minimum
contribution to earnings and required  extensive cash flow support.  Accordingly
management made the decision not to renew the affiliation contract at the end of
the last quarter.

      The increase in clinical  trials and other revenue of $196,000 and $29,000
for the three  and nine  months  ended  June 30,  1997 is due to the  continuing
enrollment into prior trials and the initiation of new contracts.

      Interest  and other  income  decreased by $34,000 for the nine months June
30, 1997 as compared to the nine months ended June 30, 1996. The decrease is due
to a  decrease  in the  note  receivable  from  the  sale  of  the  discontinued
operations.


                                       10

<PAGE>


      Direct service  expense as a percentage of operating  revenues was 50% and
48% for the three and nine months  ended June 30,  1997,  as compared to 65% and
54% for the three and nine months ended June 30, 1996.

      Selling,  general and administrative  expenses decreased by $150,000 (13%)
and  increased by $65,000 (2%) for the three and nine months ended June 30, 1997
as compared  to the three and nine  months  ended June 30,  1996.  The  increase
relates  primarily to an increase in  depreciation  and  amortization  and other
expenses related to the purchases of the various clinics in fiscal year 1996 and
the purchase of the Los Angeles clinic in November of 1996.

       For the nine  months  ending June 30,  1996,  the  Company  decreased  PA
Physician   Association   reserves   by   $1,129,000   due  to  an  increase  in
collateralization of the receivables provided by the Chairman of the Company and
by one of the former CSI  shareholders  who is now a director of the Company for
advances  and  other  professional  association  reserves  owed  by  them to the
Company.  The  reserve  balance  had been  established  in part for  advances of
start-up expenses to develop four of the Company's  affiliated medical practices
and for other  receivables due to the Company.  These  collaterized  receivables
have  since been paid in full.  This  compares  to an  increase  in the  reserve
balance at June 30,  1997 of $96,000 to reflect  the  uncollaterized  portion of
receivables due from the professional corporations in California.

      Interest and factoring fees decreased by $64,000 for the nine months ended
June 30, 1997, as compared to the nine months ended June 30, 1996.  The decrease
was primarily related to the decrease in interest due to CSI shareholders and to
a decrease in factoring expenses.

      The Company  incurred  research  and  development  expenses of $99,000 and
$362,000  for the three and nine  months  ended June 30,  1997,  as  compared to
$23,000 and $145,000 for the three and nine months ended June 30, 1996.

      The Company  sustained a loss from  continuing  operations of $236,000 and
$1,378,000  for the three and nine months ended June 30, 1997,  as compared to a
loss of $392,000 and $443,000 for the three and nine months ended June 30, 1996.
The results for the three and nine months ended June 30, 1996 were significantly
impacted by reversal of reserves of $234,000 and $1,129,000, as noted above.


















                                       11

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

      As of June 30, 1997,  the Company had  stockholders'  equity of $4,659,000
and a working capital deficit of $1,082,000 as compared to stockholders'  equity
of $5,189,000 and working capital of $806,000 at June 30, 1996.

      The  Company  used cash in its  operating  activities  of  $1,234,000  and
provided  for cash of $156,000  for the nine months ended June 30, 1997 and June
30,1996.  The cash used was  primarily  as a result  of the net loss.  Financing
activities consist of cash from the proceeds of convertible  debentures and cash
received from the Factors. The Company anticipates that cash will continue to be
used in its operating  activities during the remainder of fiscal 1997,  although
the Company cannot  reasonably  estimate how long it will be able to satisfy its
cash requirements..

      CSI and certain  medical  professional  associations  under  contract with
subsidiaries  of CSI  are a  party  to a  $2,500,000  factoring  agreement.  The
agreement  provides  for  factoring of eligible  receivables  of which funds are
advanced  by the factor at 2% over prime.  Management  believes  that  available
cash,  including  available  borrowings  from the  factoring  agreement  will be
sufficient  to satisfy the Company's  working  capital  requirements  for fiscal
1997.

      The  Company  is   continuing   its  efforts  to  expand  its  network  of
company-owned  facilities  and  is  acquiring  established  physician  practices
despite its deficit in working capital.  Certain start-up and acquisition  costs
increase  the  Company  deficit  in  working  capital,   which  deficits  should
ultimately be offset by increased  clinical  services revenues and revenues from
clinical  research trial contracts that the Company has recently  received.  The
research  studies  include the Immune  Response  Corporation's  HIV-1  Immunogen
trial, Bristol-Myers Squibb's Lobucovair trials and Dupont Merck's DMP-266.

      The   Company   has    restructured   and   consolidated   its   personnel
responsibilities  over the last  several  months to reduce  the salary and other
related  expenses and to improve the  efficiency of its  operations.  salary and
benefit  savings from these changes have commenced from this quarter and will be
fully recognized in the third quarter of fiscal 1997. For the fiscal year ending
September 30, 1997, the Company  expects a net reduction of salaries and related
expenses,  after  certain  salary  increases,  of  approximately  $383,000  with
annualized savings of approximately $532,000.

      In addition the Company has relocated its Ft. Lauderdale, Florida clinical
laboratory  and corporate  operations,  which would result in a net reduction of
rent expenses of approx.  $300,000 per year  commencing in the fourth quarter of
fiscal 1997.









                                       12

<PAGE>



      During April and May 1997,  the company  received  proceeds of $376,334 in
convertible loans in a series of convertible  debentures issued under Regulation
D. The  unconverted  balance of one loan for  $50,000  bears  interest at 5% per
annum and will become due on August  2001,  and the  unconverted  balance of the
other  loans bear  interest at 7% per annum and will become due in April and May
1999. Proceeds of the loans have been used for general working capital.

      In order to continue as a going concern in 1997, the Company must generate
cash flow from  operations,  continue its arrangement  with the Company's factor
(in connection therewith the Company's Chairman has provided the Factor with his
personal guarantee), produce additional revenues from its previously established
and new medical  facilities,  its new clinical  trials or raise  additional cash
from the sale of stock or debt. No  assurances  can be made that the Company can
obtain  additional  sources of capital or that  operations can produce  positive
cash flow in the  immediate  term.  The Company is  continually  evaluating  all
options   available  to  it,  including  but  not  limited  to  continued  staff
reductions, working with vendors to obtain extended credit terms, curtailment of
certain  operations,  increasing  revenues at existing facilities and protection
under creditor's rights laws.

































                                       13

<PAGE>





      Impact of Inflation
      -------------------

      The cost of the Company's  operations  are not  significantly  affected by
inflation.  The Company  believes  that the shift from  commercial  insurance to
managed  care  contracts  will have the  impact of  increasing  direct  costs in
relation to revenues as certain of the rates charged for the Company's  services
are expected to decline.

      Other
      -----

      The  Company  does not  anticipate  making any  material  expenditures  in
connection with  environmental  or occupational  safety  regulation  compliance.
Although the Company anticipates opening additional facilities in the future, it
has not made any material  capital  expenditure  commitments  as of this date in
connection with those potential facilities.

      The foregoing  information includes forward looking statements,  including
but not limited to,  risks  related to the  Company's  business  plan  strategy,
substantial  competition,  reliance on key personnel,  control by management and
possible volatility of stock price.





























                                       14

<PAGE>
 
                   HEALTH PROFESSIONALS, INC. AND SUBSIDIARIES


                           PART II - OTHER INFORMATION


Item 4.

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



                                   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.




Registrant                               HEALTH PROFESSIONALS, INC.



August 19, 1997                          /s/ William M. Reiter
                                         ---------------------
                                         William  M. Reiter
                                         President and Chief Executive Officer




August 19, 1997                          /s/ Gary M. Cedeno
                                         ------------------
                                         Gary  M. Cedeno
                                         Principal Accounting Officer
















                                       15