SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

          (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2001

                                       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.
             (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, if  disclosure of delinquent  filers in response to Item
405 of Regulation S-K is not contained herein and 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-Q or any  amendments  to
this Form 10-Q. ________ .

                      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 September 30, 2001
-------------------------------------------    ---------------------------------
Common Stock, par value $0.001 per share            26,762,262 Shares



<PAGE>


                                    - INDEX -



                                                                         Page(s)
                                                                         -------
PART I.   Financial Information:

ITEM 1.   Consolidated Financial Statements:

          Condensed Balance Sheets - September 30, 2001 (Unaudited)
          and December 31, 2000                                               3.

          Condensed Statements of Operations (Unaudited) -
          Three and Nine Months Ended September 30, 2001 and 2000             4.

          Condensed Statements of Cash Flows (Unaudited) -
          Nine Months Ended September 30, 2001 and 2000                       5.

          Notes to Interim Condensed Financial Statements (Unaudited)         6.


ITEM 2.   Management's Discussion and Analysis of Financial Condition
          and Plan of Operations                                             10.

PART II.  Other Information                                                  11.

SIGNATURES                                                                   12.



<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

                    SICKBAY HEALTH MEDIA, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   - ASSETS -

<TABLE>
<CAPTION>
                                                                                 September 30,   December 31,
                                                                                     2001            2000
                                                                                 ------------    -----------
                                                                                 (unaudited)
<S>                                                                              <C>             <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                    $     11,790    $      --
    Accounts receivable - net of allowance for doubtful accounts of $7,000 for
     2001                                                                                 910          6,000
    Prepaid expenses                                                                   24,983         58,900
                                                                                 ------------    -----------
TOTAL CURRENT ASSETS                                                                   37,683         64,900
                                                                                 ------------    -----------

PROPERTY AND EQUIPMENT - NET                                                          324,949        268,188
                                                                                 ------------    -----------

OTHER ASSETS:
    Investment in joint venture                                                       178,678           --
    Intangible assets - net                                                           434,462        510,344
    Security deposits                                                                  23,778         23,778
                                                                                 ------------    -----------
                                                                                      636,918        534,122
                                                                                 ------------    -----------

                                                                                 $    999,550    $   867,210
                                                                                 ============    ===========

                    - LIABILITIES AND SHAREHOLDERS' DEFICIT -

CURRENT LIABILITIES:
    Bank overdraft                                                               $       --      $     1,327
    Accounts payable and accrued expenses                                             929,604        606,573
    Payroll taxes payable                                                             144,865           --
    Loans payable - officers                                                           25,925         37,200
    Due to seller                                                                     875,000        437,500
                                                                                 ------------    -----------
TOTAL CURRENT LIABILITIES                                                           1,975,394      1,082,600
                                                                                 ------------    -----------

LONG-TERM LIABILITIES                                                                    --          437,500
                                                                                 ------------    -----------

COMMITMENTS AND CONTINGENCIES (NOTE 6)

SHAREHOLDERS' EQUITY (DEFICIT):
    Preferred stock, $.01; 20,000,000 shares authorized, 500,000 shares issued
     and outstanding                                                                    5,000          5,000
    Common stock, par value $.001; 50,000,000 shares authorized; 26,762,262
     and 26,212,262 shares issued and outstanding for 2001 and 2000,
     respectively                                                                      26,762         26,212
    Additional paid-in capital                                                     10,054,983      8,521,030
    Accumulated deficit                                                           (11,062,589)    (9,205,132)
                                                                                 ------------    -----------
                                                                                     (975,844)      (652,890)
                                                                                 ------------    -----------

                                                                                 $    999,550    $   867,210
                                                                                 ============    ===========
</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,
                                                  ----------------------------    ----------------------------
                                                      2001            2000            2001            2000
                                                  ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>
REVENUES                                          $        633    $    254,696    $    328,780    $  1,008,863
                                                  ------------    ------------    ------------    ------------

EXPENSES:
    Production, content and product development         49,107         439,486         146,106         567,207
    Sales and marketing                                  9,615         343,176         118,708       1,866,381
    General and administrative                         442,739         557,683       1,685,907       1,531,754
    Equity in loss of joint venture                    128,386            --           235,516            --
    Interest income                                       --            (4,444)           --            (4,451)
                                                  ------------    ------------    ------------    ------------
TOTAL OPERATING EXPENSES                               629,847       1,335,901       2,186,237       3,960,891
                                                  ------------    ------------    ------------    ------------

NET LOSS                                          $   (629,214)   $ (1,081,205)   $ (1,857,457)   $ (2,952,028)
                                                  ============    ============    ============    ============



LOSS PER COMMON SHARE:
    Basic                                         $       (.02)   $       (.04)   $       (.07)   $       (.13)
                                                  ============    ============    ============    ============

Weighted average shares outstanding                 26,762,262      24,659,229      26,662,078      23,213,643
                                                  ============    ============    ============    ============
</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,
                                                                                     --------------------------
                                                                                        2001           2000
                                                                                     -----------    -----------
<S>                                                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                         $(1,857,457)   $(2,952,028)
    Adjustments to reconcile net loss to net cash flows from operating activities:
      Depreciation and amortization                                                      148,137        164,258
      Allowance for doubtful accounts                                                      7,000           --
      Compensatory shares                                                                484,400           --
      Loss in equity in joint venture                                                    235,516           --
    Changes in operating assets and liabilities:
      Accounts receivable                                                                 (1,910)      (490,002)
      Prepaid expenses                                                                    33,917        (55,948)
      Bank overdraft                                                                      (1,327)          --
      Payroll taxes payable                                                              144,865           --
      Accounts payable and accrued expenses                                              323,031        378,925
                                                                                     -----------    -----------
CASH FLOWS USED BY OPERATING ACTIVITIES                                                 (483,828)    (2,954,795)
                                                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Investment in joint venture                                                         (414,194)          --
    Acquisition of intangibles                                                              --         (891,256)
    Loans repaid by shareholders                                                            --            9,223
    Payment of security deposit                                                             --           (7,617)
    Capital expenditures                                                                (129,016)      (250,403)
                                                                                     -----------    -----------
CASH FLOWS USED BY INVESTING ACTIVITIES                                                 (543,210)    (1,140,053)
                                                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Loans repaid to officers                                                             (11,275)          --
    Capital contributions                                                              1,050,103      4,517,875
                                                                                     -----------    -----------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                            1,038,828      4,517,875
                                                                                     -----------    -----------

NET INCREASE IN CASH                                                                      11,790        423,027

    CASH, BEGINNING OF YEAR                                                                 --          117,250
                                                                                     -----------    -----------

CASH, END OF PERIOD                                                                  $    11,790    $   540,277
                                                                                     ===========    ===========
</TABLE>

           See notes to condensed consolidated financial statements.


                                                                         Page 5.
<PAGE>

                    SICKBAY HEALTH MEDIA, INC. AND SUBSIDIARY
          NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (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  retained  their shares in the
          Company, and 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 its 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,  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 was
          considered an operating entity.

          The accounting  policies followed by the Company are set forth in Note
          4 to the Company's  financial  statements  included in its 2000 Annual
          Report  on  Form  10-KSB,  which  report  is  incorporated  herein  by
          reference. Specific reference is made to this report for a description
          of the Company's  securities and the notes to  consolidated  financial
          statements.  The accompanying  unaudited interim financial  statements
          have been prepared in accordance  with  instructions  to Form 10-Q and
          10-QSB and  therefore  do not include all  information  and  footnotes
          required by  accounting  principles  generally  accepted in the United
          States of America.

          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, 2001 and the results of its operations for the three and
          nine months ended  September  30, 2001 and 2000 and its cash flows for
          the nine months ended September 30, 2001 and 2000.


                                                                         Page 6.
<PAGE>

                    SICKBAY HEALTH MEDIA, INC. AND SUBSIDIARY
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (Unaudited)


NOTE 2 -  GOING CONCERN UNCERTAINTY:

          The accompanying financial statements have been prepared in conformity
          with accounting  principles generally accepted in the United States of
          America,  which  contemplates  continuation  of the Company as a going
          concern.  However,  the Company  continues to generate  losses and has
          sustained a  substantial  operating  loss during the nine month period
          ended  September 30, 2001 of  $1,857,457,  and, as of that date, had a
          working capital deficiency of $1,937,711 and a net worth deficiency of
          $975,844. These conditions raise substantial doubt about the Company's
          ability to continue as a going concern.

          The Company is also  delinquent in remitting  payroll  taxes  withheld
          from employees' compensation. Total payroll taxes withheld and not yet
          remitted to the appropriate  government agency aggregated  $144,865 as
          of September 30, 2001.

          In view of these matters, realization of a major portion of the assets
          in  the  accompanying   balance  sheet  is  dependent  upon  continued
          operations  of the  Company,  which  in turn  is  dependent  upon  the
          Company's ability to meet its financing requirements,  and the success
          of its future operations.  In 2001, management began concentrating its
          efforts towards the selling of health-related supplements.

          During 2000, 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.
          This  firm had  agreed  to invest a  minimum  of  $5,000,000  with the
          Company  for  5,000,000  shares of the  Company's  common  stock which
          commitment has been met as of September 30, 2001.

          In  addition,  during 2000 and through the period ended June 30, 2001,
          two  officers of the Company  loaned an  aggregate  of $160,000 to the
          Company in order to satisfy  working  capital  needs of which  amount,
          approximately $134,000 had been repaid as of September 30, 2001.

          The Company  believes that its current cash reserves are  insufficient
          to finance its operations and is actively seeking additional funding.

NOTE 3 -  LOSS PER COMMON SHARE:

          Basic loss per share has been  computed  on the basis of the  weighted
          average  number  of  common  shares  outstanding  during  each  period
          presented  according to the  standards of SFAS No. 128  "Earnings  Per
          Share". Diluted earnings (loss) per share have not been presented,  as
          the effect of any common stock purchase warrants/options  outstanding,
          on such  calculation,  would have been  antidilutive.  Such securities
          could potentially dilute basic earnings per share in the future.



                                                                         Page 7.
<PAGE>

                    SICKBAY HEALTH MEDIA, INC. AND SUBSIDIARY
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (Unaudited)


NOTE 4 -  INVESTMENT IN JOINT VENTURE:

          On April 24, 2001,  Health Challenge LLC, a limited  liability company
          ("LLC"),  was  formed  for the  purpose  of  promoting  the  "Wellness
          Challenge",  a  hospital-based   multi-media  program  geared  towards
          enhancing public awareness of diseases and treatment therapies.

          The  Company,  a member of the LLC,  committed  to an initial  capital
          contribution  of $300,000 in exchange  for: (i) a 49-1/3%  interest in
          the LLC; (ii) the right to receive an 8%  distribution of such capital
          contribution,   compounded  annually,   to  the  extent  such  capital
          contribution  has not been  previously  returned to the  Company;  and
          (iii)  the  right to match  any  terms  for  services  offered  by any
          independent  third  party  provider  at  the  same  price  and  within
          substantially  the same time  period for  delivery  as offered by that
          independent  third party  provider.  As of  September  30,  2001,  the
          Company had contributed  $414,194,  which is in excess of its $300,000
          commitment.  This  investment is being  accounted for under the equity
          method of accounting.

          In the event that the LLC determines that, pursuant to the Amended and
          Restated Limited Liability Company Agreement, additional contributions
          by  members  are  necessary,  the  Company  may be  required  to  make
          additional capital contributions of up to $594,000 in the aggregate.

NOTE 5 -  NEW ACCOUNTING PRONOUNCEMENTS:

          In  June  2001,  the  Financial   Accounting  Standards  Board  issued
          Statements  of  Financial   Accounting  Standards  No.  141,  Business
          Combinations,  and No.  142,  Goodwill  and Other  Intangible  Assets,
          effective for fiscal years  beginning  after December 15, 2001.  Under
          the new rules,  the pooling of  interest  method of  accounting  is no
          longer allowed for business  combinations and goodwill (and intangible
          assets  deemed to have  indefinite  lives) will no longer be amortized
          but will be subject to annual  impairment tests in accordance with the
          Statements. Other intangible assets will continue to be amortized over
          their useful lives.

          The Company  will apply the new rules on  accounting  for goodwill and
          other  intangible  assets  beginning in the first  quarter in the year
          beginning  January  1,  2002.   Application  of  the  non-amortization
          provisions  of the  Statement  is expected to result in an increase in
          net  income of  approximately  $100,000  per year.  During  2002,  the
          Company  will perform the first of the  required  impairment  tests of
          goodwill and indefinite lived intangible  assets as of January 1, 2002
          and has not yet  determined  what the effect of these tests will be on
          the earnings and financial position of the Company.

NOTE 6 -  LEGAL MATTERS:

          (i)  In March 2000,  the Company  purchased  certain  rights to health
               related  content from Paul M. Insel,  Donald G. Ross,  Healthline
               (collectively,  Mr.  Insel,  Mr.  Ross  and  Healthline  shall be
               referred to as "Plaintiffs")  and Health  Publishing,  Inc. for a
               total price of  $2,500,000,  which  consisted of $750,000 in cash
               and  shares  of  Company   common   stock  equal  to   $1,750,000
               ("Shares").  The cash  portion of the  purchase was to be payable
               over approximately three months.


                                                                         Page 8.
<PAGE>

                    SICKBAY HEALTH MEDIA, INC. AND SUBSIDIARY
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (Unaudited)


NOTE 6 -  LEGAL MATTERS (Continued):

               On August 2, 2001, the Plaintiffs  filed a Complaint  against the
               Company and its president Dr. Allen Motola,  alleging  that:  (i)
               the  Company  failed to make a payment  of  $375,000  in a timely
               manner and as a result,  owes a penalty  amount of  $50,000  plus
               interest; (ii) Dr. Motola breached his fiduciary duty by refusing
               to allow the shares to be released  from  restriction;  (iii) Mr.
               Insel and Mr. Ross who had employment  contracts with the Company
               were  terminated  without  cause  and have not  been  paid  their
               respective   salaries  and  bonuses   totaling  an  aggregate  of
               $375,000;  and  (iv)  Mr.  Insel  and  Mr.  Ross  have  not  been
               reimbursed for certain office expenses totaling $27,670.

               The  Company  has  filed an answer  to the  above  complaint  and
               anticipates filing counter-claims,  which in the aggregate exceed
               the claims made by the Plaintiffs.

          (ii) On July 12,  2001,  a judgment  was  entered in favor of Marriott
               International, Inc. against the Company in the amount of $82,935.
               On August 10, 2001,  the Company  entered into a  Stipulation  of
               Settlement  whereby the Company agreed to pay to Marriott the sum
               of $60,000 in 6 equal  monthly  payments of $10,000  beginning on
               that date.  As of September 30, 2001,  the  remaining  balance of
               $50,000 is included in accounts payable.


                                                                         Page 9.
<PAGE>


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

     The following  management's  discussion  and analysis and plan of operation
should  be  read  in  conjunction  with  our  unaudited  consolidated  financial
statements and notes thereto contained elsewhere in this report.

Comparison of the Three Month Period Ended  September 30, 2001 and September 30,
2000.

     Sickbay's  revenue for the three month periods ended September 30, 2001 and
2000 were $633.00 and $254,696.

     The  Company  believes  that the  decrease  in  Revenue  was  caused by the
Company's  increased  efforts and attention on  implementing  its plans with the
Wellness  Challenge  ("Challenge").  The  Challenge  represents an initiative to
secure   hospital   sponsorship   which  is   anticipated  to  allow  access  to
pharmaceutical  manufacturer  sponsorship.  Although the Company  anticipates an
increase in pharmaceutical  manufacturer sponsorship, no assurances can be made.
The Company  anticipates  on continuing  the web  development  projects with the
Challenge  which have been a significant  source of Company revenue in the past.
The  Company   believes  that   Challenge  will  introduce  the  Company's  core
competencies to the medical communities, both on and off line.

     Operating costs for the three months ended September 30, 2001 and 2000 were
$629,847 and $1,885,901 respectively.

     Selling,  general and  administrative  expenses  for the three months ended
September 30, 20001 and 2000 were $452,354 and $900,859, respectively.

     The Company had a Net Loss for the three months ended September 30,2001 and
2000 which amounted to $628,214 and $1,081,205, respectively.

     The  Company  believes  that the  decrease  in Net Loss for this  period is
attributed  to the  Company's  restructuring  efforts,  movement of its physical
operations to California, and the abandonment of projects.

Comparison  of the Nine Month Period Ended  September 30, 2001 and September 30,
2000.

     Sickbay's  revenue for the nine month periods ended  September 30, 2001 and
2000 were $328,780 and $1,008,863.

     The  Company  believes  that the  decrease  in  Revenue  was  caused by the
Company's  increased  efforts and attention on  implementing  its plans with the
Challenge. The Challenge represents an initiative to secure hospital sponsorship
which is anticipated to allow access to pharmaceutical manufacturer sponsorship.
Although  the Company  anticipates  an increase in  pharmaceutical  manufacturer
sponsorship,  no assurances can be made.  The Company  anticipates on continuing
the web development projects with Challenge which have been a significant source
of Company  revenue.  The Company  believes that  Challenge  will  introduce the
Company's core competencies to the medical communities, both on and off line.

     Operating costs for the nine month period ended September 30, 2001 and 2000
were $2,186,237 and $3,960,891 respectively.

     Selling,  general and  administrative  expenses  for the nine month  period
ended September 30, 20001 and 2000 were $1,804,615 and $3,398,135, respectively.

     Depreciation  and  amortization  expenses  for the nine month  period ended
September 30, 2001 and 2000 were $148,137 and $164,258 respectively.

     The  Company  had a Net Loss  for the nine  month  period  ended  September
30,2001 and 2000 which amounted to $1,857,457 and $2,952,028, respectively.

     The  Company  believes  that the  decrease  in Net Loss for this  period is
attributed  to the  Company's  restructuring  efforts,  movement of its physical
operations to California, and the abandonment of projects.


                                                                        Page 10.
<PAGE>


Liquidity and Capital Resources

     Cash flow used by operations for the three months ended  September  30,2001
was $485,828.

     While  the  Company  believes  it has  adequate  capital  to  fund  current
operations  for the  remainder of the fiscal year 2001, it believes that it will
need to obtain  additional  working capital for future periods in order to carry
its costs associated with the Company's plans with the Challenge.

     The Company may seek additional funding through public or private financing
or  other  arrangements.  Such  additional  funding  may  be  financed  by  bank
borrowings,   public  offerings,   or  private  placements  of  equity  or  debt
securities, loans with shareholders, or a combination of the foregoing.

CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS

     This quarterly  report on Form 10-QSB contains  forward looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act, as amended, which are intended to be
covered by the safe harbors  created  thereby.  Investors are cautioned that all
forward-looking  statements  involve risk and uncertainty.  Although the Company
believes that the  assumptions  underlying  the forward  looking  statements are
reasonable,  any assumptions could be inaccurate, and therefore, there can be no
assurance  that these  statements  will prove to be accurate.  In light of these
uncertainties  inherent in  forward-looking  statements,  the  inclusion of such
information should not be regarded as a representation by the Company, or anyone
affiliated to the Company,  that the objectives and plans of the Company will be
achieved.

                            PART II OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

     In March  2000,  the Company  purchased  certain  rights to health  related
content from Paul M. Insel, Donald G. Ross, Healthline (collectively, Mr. Insel,
Mr.  Ross and  Healthline  shall be  referred  to as  "Plaintiffs")  and  Health
Publishing, Inc. for a total price of $2,500,000, which consisted of $750,000 in
cash and shares of Company common stock equal to $1,750,000 ("Shares"). The cash
portion of the purchase was to be payable over approximately three months.

     On August 2, 2001, the Plaintiffs filed a Complaint against the Company and
its president Dr. Allen Motola,  alleging that: (i) the Company failed to make a
payment of $375,000 in a timely manner and as a result, owes a penalty amount of
$50,000 plus interest;  (ii) Dr. Motola  breached his fiduciary duty by refusing
to allow the shares to be released  from  restriction;  (iii) Mr.  Insel and Mr.
Ross who had employment contracts with the Company were terminated without cause
and have not been  paid  their  respective  salaries  and  bonuses  totaling  an
aggregate of $375,000;  and (iv) Mr. Insel and Mr. Ross have not been reimbursed
for certain office expenses totaling $27,670.

     The  Company  has filed an answer to the above  complaint  and  anticipates
filing  counter-claims,  which in the  aggregate  exceed the claims  made by the
Plaintiffs.

     On  July  12,   2001,   a  judgment   was  entered  in  favor  of  Marriott
International,  Inc. against the Company in the amount of $82,935. On August 10,
2001, the Company  entered into a Stipulation of Settlement  whereby the Company
agreed to pay to  Marriott  the sum of $60,000 in 6 equal  monthly  payments  of
$10,000  beginning on that date. As of September 30, 2001, the remaining balance
of $50,000 is included in accounts payable.

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

     There were no matters  submitted  for the Security  Holders vote during the
quarter ending September 30, 2001.

ITEM 5: OTHER INFORMATION

     None


                                                                        Page 11.
<PAGE>

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

     (a)  The exhibits listed below are filed as part of this Quarterly Report.

          ----------------------------------------------------------------------
          Exhibit No.                         Document
          ----------------------------------------------------------------------
             3(i)        Articles of  Incorporation  (incorporated  by reference
                         from the Registration Statement on Form SB-2 filed with
                         the Securities and Exchange  Commission  under File No.
                         333-20525)
          ----------------------------------------------------------------------
             3(ii)       By-laws    (incorporated    by   reference   from   the
                         Registration  Statement  on Form  SB-2  filed  with the
                         Securities  and  Exchange  Commission  under  File  No.
                         333-20525)
          ----------------------------------------------------------------------

     (b)  There were no Current  Reports on Form 8-K that were filed  during the
          quarter ending September 30, 2001.


                                   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.



                                       By:  /s/ Glen B. Bilbo
                                            ------------------------------------
Date: November 28, 2001                Name:  Glen B. Bilbo
                                       Title: President and Principal
                                                Accounting Officer


                                                                        Page 12.