================================================================================

                       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 September 30, 2000

                                       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: 333-20525
                           ---------


                        SICKBAY HEALTH MEDIA, INC. (SKBY)
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           UTAH                                         22-2223126
------------------------------              -----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                    510 BROADHOLLOW ROAD, MELVILLE, NEW YORK
                    ----------------------------------------
                    (Address of principal executive offices)


                                 (631) 694-0400
              ----------------------------------------------------
              (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
   ------    --------


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.


                  CLASS                         OUTSTANDING AT OCTOBER 25, 2000
----------------------------------------        -------------------------------
Common Stock, par value $0.001 per share               25,712,262 Shares


================================================================================

<PAGE>


                           SICKBAY HEALTH MEDIA, INC.

                                    - INDEX -

                                                                         PAGE(S)
                                                                         -------

PART I. Financial Information:

ITEM 1. Consolidated Financial Statements

        Condensed Balance Sheets - September 30, 2000 (Unaudited)
        and December 31, 1999                                              3.

        Condensed Statements of Operations (Unaudited) -
        Three and Nine Months Ended September 30, 2000 and 1999            4.

        Condensed Statements of Cash Flows (Unaudited) -
        Nine Months Ended September 30, 2000 and 1999                      5.

        Notes to Interim Condensed Financial Statements (Unaudited)        6.

ITEM 2. Management's Discussion and Analysis of Financial Condition
            and Plan of Operations                                         8.

PART II. Other Information                                                11.

SIGNATURES                                                                12.

EXHIBITS: Exhibit 27 - Financial Data Schedule


                                                                         Page 2.
<PAGE>


PART I. FINANCIAL INFORMATION:

ITEM I. FINANCIAL STATEMENTS:

                    SICKBAY HEALTH MEDIA INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                    - ASSETS -
                                                                                         September 30,     December 31,
                                                                                             2000              1999
                                                                                         -------------     ------------
                                                                                          (UNAUDITED)
<S>                                                                                      <C>                 <C>
CURRENT ASSETS:
        Cash                                                                             $  540,277          $  117,250
        Accounts receivable                                                               1,240,002                --
        Loans to stockholders                                                                  --                 9,223
        Prepaid expenses                                                                     64,200               8,252
                                                                                         ----------          ----------
TOTAL CURRENT ASSETS                                                                      1,844,479             134,725
                                                                                         ----------          ----------
PROPERTY AND EQUIPMENT - NET                                                                252,832              36,547
                                                                                         ----------          ----------
OTHER ASSETS:
        Intangible assets - net                                                           2,518,831             233,728
        Security deposit                                                                     23,778              16,161
                                                                                         ----------          ----------
                                                                                          2,542,609             249,889
                                                                                         ----------          ----------
                                                                                         $4,639,920          $  421,161
                                                                                         ===========         ==========

                                     - LIABILITIES AND STOCKHOLDERS' EQUITY -
CURRENT LIABILITIES:
        Accounts payable and accrued expenses                                            $  376,653          $   34,330
        Due to seller                                                                       437,500                 --
                                                                                         ----------          ----------
TOTAL CURRENT LIABILITIES                                                                   814,153              34,330
                                                                                         ----------          ----------
LONG-TERM LIABILITIES                                                                       437,500                 --
                                                                                         ----------          ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
        Preferred stock, $.01; 20,000,000 shares authorized, 500,000
            shares issued and outstanding                                                     5,000               5,000
        Common stock, par value $.001;  authorized 50,000,000 shares;
           25,371,728 and 20,498,263 issued and
           outstanding in 2000 and 1999, respectively                                        25,372              20,498
        Additional paid-in capital                                                        5,899,617             701,207
        Accumulated deficit                                                              (2,541,722)           (339,694)
        Treasury stock, par value, 180,000 shares                                              --                  (180)
                                                                                         ----------          ----------
                                                                                          3,388,267             386,831
                                                                                         ----------          ----------
                                                                                         $4,639,920          $  421,161
                                                                                         ==========          ==========
</TABLE>



            See notes to condensed consolidated financial statements.

                                                                        Page 3.

<PAGE>


                    SICKBAY HEALTH MEDIA INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                        THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                                            SEPTEMBER 30,                      SEPTEMBER 30,
                                                                    ----------------------------          ------------------------
                                                                       2000              1999                  2000      1999
                                                                    ------------     -----------          -----------  -----------
<S>                                                                 <C>               <C>                 <C>           <C>
REVENUES                                                            $ 1,004,696      $     --             $ 1,758,863   $     --
                                                                    -----------      -----------         -----------    ----------
EXPENSES (INCOME):
    Production, content and product development                         439,486            --                 567,207         --
    Sales and marketing                                                 343,176            --               1,866,381         --
    General and administrative                                          557,683            --               1,531,754         --
    Interest income                                                      (4,444)           --                  (4,451)        --
                                                                    -----------      -----------         -----------     ----------
TOTAL OPERATING EXPENSES                                              1,335,901            --               3,960,891         --
                                                                    -----------      -----------         -----------    ----------
NET LOSS                                                            $  (331,205)     $     --             $(2,202,028)  $     --
                                                                    ===========      ===========         ===========    ===========
EARNINGS (LOSS) PER COMMON SHARE:
Basic and fully diluted                                             $      (.01)     $     --             $      (.09)  $     --
                                                                    ===========      ===========         ===========    ===========
WEIGHTED AVERAGE SHARES OUTSTANDING                                  24,659,229       20,498,263          23,213,643     20,498,263
                                                                    ===========      ===========         ===========    ===========

</TABLE>



            See notes to condensed consolidated financial statements.

                                                                         Page 4.
<PAGE>

                    SICKBAY HEALTH MEDIA INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                          Nine Months Ended
                                                                            September 30,
                                                                     ----------------------------
                                                                        2000              1999
                                                                     -----------        ---------
<S>                                                                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                           $(2,202,028)       $  --
  Adjustments to reconcile net income to net cash flows from
    operating activities:
    Depreciation and amortization                                        164,258           --
  Changes in operating assets and liabilities:
    Accounts receivable                                               (1,240,002)          --
    Prepaid expenses                                                     (55,948)          --
    Accounts payable and accrued expenses                                378,925           --
CASH FLOWS USED BY OPERATING ACTIVITIES                               (2,954,795)          --
CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                                 (250,403)          --
   Acquisition of intangibles                                           (891,256)          --
   Receipt of stockholders' loans                                          9,223           --
   Payment of security deposit                                            (7,617)          --
CASH FLOWS USED BY INVESTING ACTIVITIES                               (1,140,053)          --
                                                                     ------------       --------
CASH FLOWS FROM FINANCING ACTIVITIES
    Sale of common stock                                               4,517,875            --
                                                                     -----------        --------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                            4,517,875            --
NET INCREASE IN CASH                                                     423,027            --
CASH, BEGINNING OF YEAR                                                  117,250            --
                                                                     -----------        --------
CASH, END OF PERIOD                                                  $   540,277        $   --
                                                                     ===========        ========

</TABLE>





                                                                         Page 5.

<PAGE>

                    SICKBAY HEALTH MEDIA INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

NOTE 1 - DESCRIPTION OF COMPANY AND NATURE OF OPERATIONS:

         On December 29, 1999 Sick-Bay.Com, Inc., a Delaware corporation
         ("Sick-Bay Delaware") entered into a Reorganization Agreement (the
         "Agreement") with Xetal, Inc., a Utah corporation ("Xetal"). After the
         Reorganization, the Company owned the Internet medical portal business
         of Sick-Bay Delaware and changed its name to Sickbay.com, Inc.
         ("Sickbay"). Also, pursuant to the Agreement, Xetal spun off all of
         its prior business operations by a one-for-one restricted stock
         dividend of APO Health, Inc. ("APO") to the then existing shareholders
         of Xetal. Prior to the spin-off, Xetal, the parent Company, had been
         inactive and all of the operations had been maintained in wholly owned
         operating subsidiaries. Thus, the spin-off left the publicly owned
         entity without any remaining assets or business. Pursuant to the
         Agreement, the shareholders of Xetal also retained their shares in the
         Company, while the shareholders of Sick-Bay Delaware received
         19,600,000 shares of the Company representing over 95% of the
         Company's Common Stock (the "Reorganization"). In addition, the
         Company reserved 3,050,000 shares of the Company's common stock for
         issuance to certain warrant holders. As part of the tax-free
         reorganization, the board of directors of Sick-Bay approved a plan of
         liquidation and dissolution. Accordingly, Sick-Bay distributed the
         shares received ratably to its shareholders in exchange for and
         complete cancellation and retirement of all its issued and outstanding
         capital stock.

         The acquisition was accounted for by the purchase method under
         business combinations and treated as a reverse acquisition. Such
         transaction treats the acquisition as if Sick-Bay acquired the Company
         and reflects the fair market value of the Company's net assets at the
         date of acquisition. In January 2000, the Company changed its name to
         Sickbay.com, Inc. In July 2000, subsequent to the acquisition
         described in Note 3, the Company changed its name to Sickbay Health
         Media, Inc., to better represent its business model and product
         offerings.

         Sick-Bay was in the development stage since formation on February 24,
         1999. Operations were primarily devoted to raising capital, obtaining
         financing, advertising and administrative functions. Effective March
         31, 2000, with the acquisition of Healthline Publishing, Inc.
         ("Healthline") and Health Publishing, Inc., ("HPI"), the Company is
         considered an operating entity. See also Note 3.

         In the opinion of management, the accompanying unaudited interim
         condensed financial statements of the Company, contain all adjustments
         necessary (consisting of normal recurring accruals or adjustments
         only) to present fairly the Company's financial position as of
         September 30, 2000 and the results of its operations for the three and
         nine months ended September 30, 2000 and 1999 and its cash flows for
         the nine month periods ended September 30, 2000 and 1999.

         The accounting policies followed by the Company are set forth in Note
         1 to the Company's financial statements included in its 1999 Annual
         Report on Form 10-K and its March and June 2000 Quarterly Reports on
         Form 10-Q, which reports are incorporated herein by reference.
         Specific reference is made to these reports for a description of the
         Company's securities and the notes to consolidated financial
         statements.




                                                                        Page 6.


<PAGE>

                    SICKBAY HEALTH MEDIA INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

NOTE 2 - LOSS PER COMMON SHARE:

         Loss per common share for the three and nine month periods were
         calculated by dividing net loss for the period by the weighted average
         number of shares outstanding for the periods ended September 30, 2000
         and 1999.

NOTE 3 - BUSINESS COMBINATIONS:

         On February 23, 2000, the Company acquired all of the assets of the
         internet business known and operated as NetSweat.Com, ("NetSweat").
         NetSweat serves as a directory of fitness, sports and nutrition sites
         on the internet. The total purchase price of $130,000 was paid with
         $50,000 in cash and 5,333 shares of the Company's common stock. In
         addition, the Company granted the sellers the option to acquire an
         aggregate of 10,000 shares which option is exercisable until August
         23, 2001, subject to extension under certain circumstances.

         On March 31, 2000, the Company acquired all the assets of Healthline
         and HPI (see Note 1), both of which publish health related magazines.
         The purchase price for both companies was $2,500,000, in which
         $750,000 is to be paid in cash and $1,750,000 in common stock of the
         Company. The agreement calls for 50% of the shares to be issued at
         closing, 25% to be issued on the first anniversary and the remaining
         25% to be issued on the second anniversary of the closing. At
         September 30, 2000, the Company's obligation for the acquisition is
         $875,000, which amount is payable in Company common stock.

NOTE 4 - FINANCING ARRANGEMENT:

         The Company entered into agreements with an investment
         banking/internet focused consulting firm to provide the Company with
         financial and marketing assistance and legal and securities guidance.
         The firm has also agreed to invest a minimum of $5,000,000 with the
         Company for 5,000,000 shares of the Company's common stock. Through
         September 30, 2000, this firm has already invested $4,345,000.

NOTE 5 - SUBSEQUENT EVENT:

         On October 27, 2000, subsequent to the balance sheet date, the Company
         signed a letter of intent to acquire all of the assets and assume all
         of the liabilities of North Vermont 12, LLC, a company that specializes
         in web and multi-media engineering. The proposed purchase price for
         North Vermont 12, LLC is 500,000 shares of company common stock, valued
         at $.75 per share.




                                                                         Page 7.

<PAGE>


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

GENERAL:

Sickbay Health Media, Inc., is a leading integrated health media company with
products especially designed for the Internet, publishing, syndication and
multi-media venues. Sickbay's divisions include Sickbay Net, Sickbay
Publications, Health Publishing, Sickbay Productions and Sickbay Syndications.
Each division contributes to the broad media model which permits Sickbay to be a
leading provider of original integrated health media, offering original,
authoritative and trusted health information to both consumers and businesses.

Sickbay Internet develops and manages the Company's Internet products that
include Sickbay.com-a comprehensive health portal, Healthline.com-an
authoritative professional health content site, and Netsweat.com, one of the
most popular health, fitness and nutrition destination on the Internet.

Health Publishing develops and produces nationally recognized consumer and
professional health publications including Healthline-a monthly consumer-focused
publication, Skincare Today-a professional semi-annual publication concentrating
on dermatology, beauty and anti-aging, and Allergy and Asthma-a semi-annual
publication focusing on pulmonology, cardiology and allergy.

Sickbay Productions creates, manages and produces radio, print, video and
multi-media productions. These productions include The Heart Show-a popular one
hour talk radio show, The Medicine Cabinet-a call in talk radio show,
Cosmetically Speaking, Anti-Aging and Ancient Healing Techniques, which contain
proprietary print content for magazines and newspapers, and Healthline-a
90-second, made-for-TV, news filler on various conditions, diseases and
medications.

Sickbay Syndications packages all of the Company's media products for resale and
syndication to various media and health information aggregators including
broadcast networks and print producers.

The acquisitions of Healthline and HPI contribute to the Company's strategic
initiative to deliver quality-trusted content to an offline community that
represents almost 70% of all health consumers and providers that are not on
line. During the initial period of ownership of the Healthline entities, the
Company has substantially expanded the magazine distribution and has made
arrangements to further expand distribution to include additional pharmacies and
major airlines. More recently, the Company has initiated a content resale
program that the Company believes will contribute to its diversified revenue
business formula. The Company is currently going to a subscription base for
certain of its publications. The Company also started to produce health related
media for third parties.

The Company is structuring itself as an on-line provider of multi-media health
information, while seeking to position itself to be both an on-line and off-line
supplier of healthcare and related products and services for both the healthcare
professional and the informed healthcare consumer. The Company also produces
print, broadcast and Internet media for third parties. As the Company is able to
introduce new and expanded services for both consumers and healthcare providers,
it anticipates significant growth in revenues in the near term.

This report on Form 10-Q contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, including statements
made with respect to the results of operations and businesses of the Company.
Words such as "may," "should," "believe," "anticipate," "estimate," "expect,"
"intend," "plan," and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are based upon
management's current plans, expectations, estimates and assumptions and are
subject to a number of risks and uncertainties that could significantly affect
current plans, anticipated actions and the Company's financial condition and
results of operations. Factors that may cause actual results to differ
materially from those discussed in such forward-looking statements include,
among others, the following possibilities: (i) fluctuations in foreign currency
exchange rates; (ii) heightened competition, the entry of new competitors; (iii)
the inability to carry out development plans or to do so without delays; (iv)
loss of key executives; and (v) general economic and business conditions. The
Company does not intend to update these cautionary statements.


                                                                         Page 8.

<PAGE>


RESULTS OF OPERATIONS:

Because the Company was a development stage company prior to March 31, 2000, no
comparison is provided with respect to the Company's results of operations in
the current quarter as against the corresponding period in the prior year.
During the quarter ended September 30, 2000, the Company realized revenues of in
excess of One Million Dollars ($1,004,696) for the first time. A substantial
fraction of such revenues ($750,000) were received from a single customer for
media production services. The Company incurred a loss of $331,205 (($.01) per
Share) during the quarter as against a loss of $2,202,028 (($.09) per share) for
the nine months ended September 30, 2000.

The Company is seeking to carefully conserve its cash resources. During the nine
months ended September 30, 2000, the Company's cash position increased by
$423,027 to $540,277, after cash expenditures attributable to operating
activities ($2,954,795) and investing activities ($1,140,053). The Company
received cash from the sale of Common Stock to FFH and from the exercise of
Warrants by certain Warrant Holders, net of the cash cost of redemptions of
Warrants. The exercise and redemption removed a 3,000,000 Share Warrant
overhang. The Warrants were previously exercisable at Sixty ($.60) Cents per
Share.

PLAN OF OPERATION/CAPITAL REQUIREMENTS:

The Company is currently generating revenues from advertising at its website;
from commissions earned on ad placement and on the sale of health related
products by e-Commerce, on-line providers which are accessed through the Sickbay
portal and from affiliate partner programs that entitle Sickbay to a percentage
of fees collected by visitors to its website. During the current quarter, the
Company also earned $750,000 from a single customer for media production
services. The Company's marketing and sales initiatives only commenced during
the second quarter of 2000. The Company anticipates additional revenues to be
derived from the magazine business including both off-line and on-line
advertising, subscriptions and sponsorships. The Company also expects to produce
content and media combinations for third-party usage. The Company utilizes
technologically advanced multi-media presentations on its website, and to
provide advertisers with the opportunity to showcase their products in
connection with presentations related to the subject matter thereof. The Company
also produces multi-media for third parties.

On February 23, 2000, the Company acquired all of the assets of the internet
business known and operated as NetSweat.Com, ("NetSweat"). NetSweat serves as a
directory of fitness, sports and nutrition sites on the internet. The total
purchase price of $130,000 was paid with $50,000 in cash and 5,333 shares of the
Company's common stock. In addition, the Company granted the sellers the option
to acquire an aggregate of 10,000 shares which option is exercisable until
August 23, 2001, subject to extension under certain circumstances.

On March 31, 2000, the Company acquired all the assets of Healthline Publishing,
Inc. ("Healthline") and Health Publishing, Inc., ("HPI"), both of which publish
health related magazines. The aggregate purchase price for both companies was
$2,500,000, in which $750,000 was paid in cash and $1,750,000 in common stock of
the Company. The agreement calls for 50% of the shares to be issued at closing,
25% to be issued on the first anniversary and the remaining 25% to be issued on
the second anniversary of the closing. At September 30, 2000, the Company's
obligation for the acquisition is at $875,000, which amount is payable in
Company common stock only.

On October 27, 2000, subsequent to the balance sheet date, the Company signed a
letter of intent to acquire all of the assets and assume all of the liabilities
of North Vermont 12, LLC, a company that specializes in web and multi-media
engineering. The proposed purchase price is 500,000 shares of company stock,
valued at $.75 per share, payable on closing.

The Company is examining other similar transactions to leverage the growth of
its revenue producing assets through the popularity of its website and
publications.

The Company has received capital infusions pursuant to agreements entered into
with First Frontier Holdings, Inc. ("FFH"), whereby FFH has committed to invest
an aggregate of $5,000,000 in exchange for 5,000,000 shares of


                                                                         Page 9.

<PAGE>


Company common stock. Through September 30, 2000, FFH has invested an aggregate
of $4,345,000 of its commitment. The agreements also call for substantial
continuing services from FFH to the Company in the nature of strategic planning;
legal consultation; technical support for future acquisitions; due diligence
assistance; merger and acquisition consultation; and related matters. FFH also
has an option to acquire an additional 4,000,000 shares of Company common stock
at $4.00 per share and is also the holder of 500,000 Convertible Preferred
Shares (convertible share for share into Common Stock) acquired by it at $.50
per share prior to the combination with Xetal. FFH has recently introduced the
Company to Third Dimension Capital, Inc. Third Dimension has expressed interest
in providing additional equity capital to the Company on terms anticipated to be
acceptable to the Company.

It is anticipated that with the money provided by FFH, future commitments by
FFH, and anticipated commitments from certain additional parties as discussed
above, together with operating revenues, the Company will have adequate
resources to conduct its operations as planned for at least the next twelve
months.


                                                                        Page 10.

<PAGE>

PART II

OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

     The Company has been threatened with certain claims, including claims of
former employees, against whom the Company believes it may have counterclaims.
Although the aggregate amount of such claims may be significant in relation to
the Company's current cash position, the Company does not anticipate that the
results of such matters, individually or in the aggregate, will have any
material adverse impact on the Company or its future business operations.

ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

        None

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

        None

ITEM 4: SUBMISSION OF MATTERS OF A VOTE OF SECURITY HOLDERS

        None

ITEM 5: OTHER INFORMATION

        None

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

        (a)   Exhibits

              Exhibit 27 - Financial Data Schedule

         (b)  Reports on Form 8-K

              None

                                                                        Page 11.

<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.


                                         SICKBAY HEALTH MEDIA, INC.
                                         ---------------------------------------
                                         Registrant)


                                         /s/ MARK BASILE
                                         ---------------------------------------
Date: November 13, 2000                  Mark Basile, Chairman


                                         /s/ ALLEN MOTOLA
                                         ---------------------------------------
Date: November 13, 2000                  Dr. Allen Motola, President


                                                                        Page 12.