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 June 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. (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, 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 June 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 - June 30, 2001 (Unaudited)
          and December 31, 2000                                               3.

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

          Condensed Statements of Cash Flows (Unaudited) -
          Six Months Ended June 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                                            XX.


PART II.  Other Information                                                 XX.


SIGNATURES                                                                  XX.



<PAGE>



PART I.  FINANCIAL INFORMATION:

ITEM I.  FINANCIAL STATEMENTS:


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

<TABLE>
<CAPTION>
                                   - ASSETS -
                                                                                 June 30,         December 31,
                                                                                   2001              2000
                                                                               ------------       -----------
                                                                               (unaudited)
<S>                                                                            <C>                <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                  $       --         $      --
    Accounts receivable - net of allowance for doubtful
      accounts of $6,000 for 2001                                                     1,910             6,000
    Prepaid expenses                                                                 24,983            58,900
                                                                               ------------       -----------
TOTAL CURRENT ASSETS                                                                 26,893            64,900
                                                                               ------------       -----------

PROPERTY AND EQUIPMENT - NET                                                        225,154           268,188
                                                                               ------------       -----------

OTHER ASSETS:
    Investment in joint venture                                                     107,065              --
    Intangible assets - net                                                         459,756           510,344
    Security deposits                                                                23,778            23,778
                                                                               ------------       -----------
                                                                                    590,599           534,122
                                                                               ------------       -----------

                                                                               $    842,646       $   867,210
                                                                               ============       ===========

                   - LIABILITIES AND SHAREHOLDERS' DEFICIT -

CURRENT LIABILITIES:
    Bank overdraft                                                             $        300       $     1,327
    Accounts payable and accrued expenses                                           773,316           606,573
    Loans payable - officers                                                         55,568            37,200
    Due to seller                                                                   875,000           437,500
                                                                               ------------       -----------
TOTAL CURRENT LIABILITIES                                                         1,704,184         1,082,600
                                                                               ------------       -----------

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

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
    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;
     26,712,262 and 26,212,262 shares issued and outstanding for 2001
     and 2000, respectively                                                          26,712            26,212
    Additional paid-in capital                                                    9,540,125         8,521,030
    Accumulated deficit                                                         (10,433,375)       (9,205,132)
                                                                               ------------       -----------
                                                                                   (861,538)         (652,890)
                                                                               ------------       -----------

                                                                               $    842,646       $   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                     Six Months Ended
                                                                    June 30,                              June 30,
                                                         -------------------------------       -------------------------------
                                                             2001               2000                2001               2000
                                                         ------------       ------------       ------------       ------------
<S>                                                      <C>                <C>                <C>                <C>
REVENUES                                                 $    126,339       $    723,167       $    328,147       $    754,167
                                                         ------------       ------------       ------------       ------------

EXPENSES:
    Production, content and product development                49,645             70,663             96,999            111,521
    Sales and marketing                                        72,208          1,313,834            109,093          1,523,120
    General and administrative                                384,330            695,507          1,243,168            990,349
    Equity in loss of joint venture                           107,130               --              107,130               --
                                                         ------------       ------------       ------------       ------------
TOTAL OPERATING EXPENSES                                      613,313          2,080,004          1,556,390          2,624,990
                                                         ------------       ------------       ------------       ------------

NET LOSS                                                 $   (486,974)      $ (1,356,837)      $ (1,228,243)      $ (1,870,823)
                                                         ============       ============       ============       ============



LOSS PER COMMON SHARE:
    Basic                                                $       (.02)      $       (.06)      $       (.05)      $       (.09)
                                                         ============       ============       ============       ============

Weighted average shares outstanding                        26,712,262         23,352,966         26,610,614         21,925,615
                                                         ============       ============       ============       ============
</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>
                                                                                               Six Months Ended
                                                                                                   June 30,
                                                                                        -----------------------------
                                                                                           2001               2000
                                                                                        -----------       -----------
<S>                                                                                     <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                            $(1,228,243)      $(1,870,823)
    Adjustments to reconcile net loss to net cash flows from operating activities:
      Depreciation and amortization                                                          93,622            72,119
      Allowance for doubtful accounts                                                         6,000              --
      Compensatory shares                                                                   484,400              --
      Loss in equity in joint venture                                                       107,130              --
    Changes in operating assets and liabilities:
      Accounts receivable                                                                    (1,910)         (265,513)
      Prepaid expenses                                                                       33,917          (108,564)
      Bank overdraft                                                                         (1,027)             --
      Accounts payable and accrued expenses                                                 166,743           369,885
                                                                                        -----------       -----------
CASH FLOWS USED BY OPERATING ACTIVITIES                                                    (339,368)       (1,802,896)
                                                                                        -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Investment in joint venture                                                            (214,195)             --
    Acquisition of intangibles                                                                 --            (425,000)
    Loans repaid by shareholders                                                               --               9,223
    Payment of security deposit                                                                --              (7,617)
    Capital expenditures                                                                       --            (153,175)
                                                                                        -----------       -----------
CASH FLOWS USED BY INVESTING ACTIVITIES                                                    (214,195)         (576,569)
                                                                                        -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Officers' loans - net of repayments                                                      18,368              --
    Capital contributions                                                                   535,195         4,407,042
                                                                                        -----------       -----------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                                 553,563         4,407,042
                                                                                        -----------       -----------

NET INCREASE IN CASH                                                                           --           2,027,577

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

CASH, END OF PERIOD                                                                     $      --         $ 2,144,827
                                                                                        ===========       ===========
</TABLE>



See notes to condensed consolidated financial statements.                Page 5.


<PAGE>


                    SICKBAY HEALTH MEDIA, INC. AND SUBSIDIARY
          NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  JUNE 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 it'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,  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.

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


                                                                         Page 6.
<PAGE>



                    SICKBAY HEALTH MEDIA, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 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 six month period ended June 30, 2001 of  $1,228,243,  and, as of
that  date,  had a working  capital  deficiency  of  $1,677,291  and a net worth
deficiency  of $861,538.  These  conditions  raise  substantial  doubt about the
Company's ability to continue as a going concern.

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.

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 and as of June 30,  2001,  had invested an aggregate of
$4,985,195.

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  $142,000 had
been repaid as of June 30, 2001. In 2001,  management  began  concentrating  its
efforts towards the selling of health-related supplements.

Management  believes  that the above equity  funding  along with  revenues to be
generated from the sales of health supplements and other actions presently being
taken to revise the Company's operating and financial  requirements  provide the
opportunity for the Company to continue as a going concern.


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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001
                                   (Unaudited)


NOTE 4 - INVESTMENT IN JOINT VENTURE:

On April 24,  2001,  the  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 June 30,  2001,  the  Company had  contributed  $214,195 of its
$300,000 commitment.

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.


                                                                         Page 8.

<PAGE>


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

Three Months Ended June 30, 2001 and June 30, 2000.

     Sickbay's  net sales for the entire  three  months  ended June 30, 2001 and
2000 were  $126,339  and  $723,167.  Respectively,  a  decrease  of 83% due to a
decrease in sales and a reconfiguration of the company's business model.

     Revenue  decrease  was caused by the  company's  efforts  being  redirected
towards the Wellness Challenge. The Challenge represents an initiative to secure
hospital  enrollment  which will in turn allow  corporate  sponsorship.  The web
development and publication projects continue to be a primary source of revenue,
with the Challenge now being the vehicle to introduce to the medical communities
to the company's core competencies.

     Operating  costs for the three  months  ended  June 30,  2001 and 2000 were
$613,313 and $2,080,004 respectively.  The decrease is due to reduction of staff
and reconfiguration.

     Selling,  general and  administrative  expenses  for the three months ended
June  30,2001 and 2000 were  $456,538  and  $2,009,341,  respectively.  Selling,
general and  administrative  expenses for 2001 of  $456,538,  a decrease of 77%.
This decrease is primarily due to decrease in development staff and equipment.

     Depreciation  and  amortization  expenses  for the three  months ended June
30,2001  and 2000 were  $93,622  and  $72,119  respectively,  an  increase of 30
percent.

     Net income for the three  months  ended June  30,2001 and 2000  amounted to
($486,974) and ($1,356,837), respectively.

     As of this reporting, Dr. Allen Motola has resigned his position as Officer
and Director of the Company.  Mr. Glen Bilbo has now been elected to Chairman of
the Board and authorized to conduct the business of the company. The change came
about as the  company has  re-focused  its  attention  to the  development  of a
strategic plan to maximize participation in The Wellness Challenge.

Liquidity and Capital Resources

     Cash flow used by  operations  for the three  months ended June 30,2001 was
($339,368).  The company  believes  that its  capital  needs will be meet by its
Investment Banker.

ITEM 6    b.refer to previous 8k Basile.


                                                                         Page 9.
<PAGE>


                            PART II OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS

     HEALTHLINE ACQUISITION

     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 $27,669.55.

     The Company anticipates filing an answer containing  counterclaims which in
the aggregate  exceed the claims made by the  Plaintiffs  within the proper time
period.


     MARRIOTT INTERNATIONAL, INC.

     On  July  12,   2001,   a  judgment   was  entered  in  favor  of  Marriott
International,  Inc. against the Company in the amount of $82,935.33.  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.

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 June 30, 2001.


ITEM 5: OTHER INFORMATION

     On August 6, 2001,  Dr.  Allen  Motola  resigned in his capacity as Sickbay
Health Media,  Inc.'s (the "Registrant")  President.  Mr. Glen Bilbo has assumed
the duties as the interim  President until the  Registrant's  Board of Directors
appoints a new President.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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


                                                                        Page 10.
<PAGE>

     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  following  Reports  on Form 8-K were filed  during the  quarter
          ending June 30, 2001.

          1.   Current  Report on Form 8-K filed June 14,  2001  announcing  the
               Resignation of Mark Basile from his positions of Chief  Executive
               Officer and Chairman of the Company's Board of Directors.

          2.   Current Report on Form 8-K filed on June 26, 2001  announcing the
               acquisition of 8,250,000  shares of the Company's common stock by
               Entertainment Asset Management LLC.


                                                                        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.



                                       By: /s/ Glen B. Bilbo
                                           ---------------------------------
Date: August 20, 2001         Name:    Glen B. Bilbo
                                       Title:   Interim President and Principal
                                                Accounting Officer



                                                                        Page 12.