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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                               Amendment Number 2

__X__ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934. For the quarterly period ended May 31, 2002.

                                               Commission File Number: 333-84934

                         WORLD HEALTH ALTERNATIVES, INC.
             (Exact name of registrant as specified in its charter)

           Florida                                           04-3613924
(State or other jurisdiction of                            (IRS Employer
incorporation or organization)                           Identification No.)

    155 Lime Kiln Road, Darlington, Pennsylvania                16115
     (Address of principal executive offices)                (Zip Code)

                                 (724) 891-6618
              (Registrant's telephone number, including area code)

                             All correspondence to:
                           Brenda Lee Hamilton Esquire
                         Hamilton, Lehrer & Dargan P.A.
                          2 East Camino Real Suite 202
                            Boca Raton Florida 33432
                                  561-416-8956

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. _X_ Yes ___ No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 25,743,700

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                          (A Development Stage Company)
                                  Balance Sheet
                                  May 31, 2002
                                    Restated
                                   (Unaudited)

                                     Assets

Current assets
  Cash                                                             $    524
                                                                   --------

Other assets:
  Web site                                                            4,950
                                                                   --------
                                                                   $  5,474
                                                                   ========

                   Liabilities and Stockholders' Equity

Current liabilities
  Total current liabilities                                        $      -
                                                                   --------

Stockholders' equity
  Common stock, $.0001 par value, 100,000,000 shares authorized,
   25,743,700 shares issued and outstanding                           2,574
  Additional paid-in capital                                        196,856
  Deferred compensation                                            (112,500)
  (Deficit) accumulated during the development stage                (81,456)
                                                                   --------
                                                                      5,474
                                                                   --------

                                                                   $  5,474
                                                                   ========

             See the accompanying notes to the financial statements.

                                       F-1

                         World Health Alternatives, Inc.
                          (A Development Stage Company)
                            Statements of Operations
                       Three Months Ended May 31, 2002 and
            Period From Inception (February 13, 2002) to May 31, 2002
                                   (Unaudited)

                                                    Three Months
                                                        Ended       Inception to
                                                    May 31, 2002    May 31, 2002
                                                   --------------  --------------

Revenue                                             $          -     $         -
                                                    ------------    ------------

Operating Costs and Expenses:
  Non cash stock compensation                             37,500          39,910
  General and administrative                              25,340          41,546
                                                    ------------    ------------
                                                          62,840          81,456
                                                    ------------    ------------

Net (loss)                                          $    (62,840)   $    (81,456)
                                                    ============    ============

Per Share Information - basic and fully diluted:

Weighted average common shares outstanding            25,743,700      25,338,575
                                                    ============    ============

(Loss) per share                                    $      (0.00)   $      (0.00)
                                                    ============    ============

            See the accompanying notes to the financial statements.

                                      F-2

                       World Health Alternatives, Inc.
                        (A Development Stage Company)
                           Statements of Cash Flows
                     Three Months Ended May 31, 2002 and
          Period From Inception (February 13, 2002) to May 31, 2002
                                   Restated
                                 (Unaudited)

                                                 Three Months
                                                     Ended        Inception to
                                                 May 31, 2002     May 31, 2002
                                                --------------   --------------

Cash flows from operating activities:
  Net cash (used in) operating activities        $    (14,880)    $    (14,886)
                                                 ------------     ------------

Cash flows from investing activities:
  Net cash (used in) investing activities              (1,150)          (1,150)
                                                 ------------     ------------

Cash flows from financing activities:
  Net cash provided by financing activities            15,510           16,560
                                                 ------------     ------------

Increase (decrease) in cash and cash equivalents         (520)             524

Cash and cash equivalents, beginning of period          1,044                -
                                                 ------------     ------------

Cash and cash equivalents, end of period         $        524     $        524
                                                 ============     ============

Supplemental cash flow information:
   Cash paid for interest                        $          -     $          -
                                                 ============     ============
   Cash paid for income taxes                    $          -     $          -
                                                 ============     ============

            See the accompanying notes to the financial statements.

                                      F-3

                         World Health Alternatives, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  May 31, 2002
                                   (Unaudited)

(1)  Basis Of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
("GAAP") for interim financial information. They do not include all of the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the financial statements of the Company as of February 28,
2002 and the period from inception to February 28, 2002 including notes thereto.

(2)  Earnings Per Share

The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. During the periods presented common stock
equivalents were not considered as their effect would be anti dilutive.

(3)  Stockholders' Equity

During the period from March 1, 2002 through March 24, 2002 the Company issued
120,500 shares of common stock for cash aggregating $12,040 and collected
receivables for stock issued aggregating $970. In addition a shareholder
contributed $2,500 in cash and $750 in services to the capital of the Company.

On March 5, 2002 the Company entered into two one year consulting agreements. As
compensation the consultants received a total of 1,500,000 shares of common
stock valued at the fair market value of the shares issued of $150,000. This
amount will be classified as deferred compensation and charged to operations
over the period in which the services are provided. During the period ended May
31, 2002 the Company charged $37,500 to operations related to these services.

During March 2002 a shareholder directly paid certain obligations of the Company
aggregating $14,000 for legal fees. This amount was contributed to the capital
of the Company.

(4)  Going Concern

The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.

The Company has experienced a significant loss from operations as a result of
its investment necessary to achieve its operating plan, which is long-range in
nature. For the period ended May 31, 2002, the Company incurred a net loss of
$62,840 and has no revenue generating operations.

The Company's ability to continue as a going concern is contingent upon its
ability to attain profitable operations and secure financing. In addition, the
Company's ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates.

The Company is pursuing equity financing for its operations. Failure to secure
such financing or to raise additional capital or borrow additional funds may
result in the Company depleting its available funds and not being able pay its
obligations.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

(5)  Correction of an Error

During January 2003, the Company determined that during March 2002 it had
incorrectly capitalized a cash disbursement of $4,300 as a cost associated with
its web site.

The accompanying financial statements have been restated to reflect the above
correction. The adjustment had no effect on net loss for the three months ended
May 31, 2002 but reduced the capitalized costs associated with the web site and
reduced additional paid in capital by $4,300 in the accompanying balance sheet.

                                       F-4

Item 2.  Plan of Operations.

Forward-Looking Statements.
This report on Form 10-QSB for the quarterly period ending May 31, 2002 contains
forward-looking statements. The words "we," "us," and "our" refer to World
Health Alternatives, Inc. The words or phrases "would be," "will allow,"
"intends to," "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements." Actual results could differ materially
from those projected in the forward-looking statements as a result of a number
of risks and uncertainties, including: (a) lack of demand for our products; (b)
competitive products and pricing; (c) limited amount of resources devoted to
advertising; and (d) those risks factors contained in our Form SB-2 Registration
Statement. Statements made herein are as of the date of the filing of this Form
10-QSB with the Securities and Exchange Commission and should not be relied upon
as of any subsequent date. Unless otherwise required by applicable law, we do
not undertake, and we specifically disclaim any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.

OUR PLAN OF OPERATIONS FROM OUR INCEPTION TO DATE
We were incorporated on February 13, 2002. Since our inception to May 31, 2002,
we have accomplished the following in our plan of operations:

*Raised Capital*
We raised $14,070 for our operations through the sale of a private placement of
our securities.

*Established Website*
On March 25, 2002, our website, www.worldhealthalternatives.com., became
operational.

*Agreement with Ecoquest*
April 8, 2002 - We entered into an agreement with EcoQuest International which
allows us to become an authorized dealer of EcoQuest's home environmental
products.

*Authorized Independent Representatives for Global Health Trax*
April 25, 2002 - We became an Authorized Independent Representative for the
sale of Global Health Trax products.

*Research*
April 2002 through May 2002 - Our president, Edward Siceloff, has been
researching organizations that conduct research and publish articles pertaining
to vitamins, minerals and herbs and their effects. We intend to publish such
articles on our website. There is no cost associated with this research;
however, there will be costs if we enter into agreements or arrangements with
such research organizations. We have not yet determined the specific amount or
nature of such costs. In addition, our president conducted research on price
competition pertaining to the type of products we sell. There is no cost
associated with this research.

OUR FUTURE PLAN OF OPERATIONS
We will attempt to accomplish the following in our plan of operations from now
until April 2003:

*Enter into Agreements with Suppliers for Products*
Throughout our plan of operations, in order to select additional product
suppliers, our president will conduct Internet searches and review nutritional
wholesaler publications. Based on this research, our president will contact
selected companies and make supplier selection based upon:
        o        cost;
        o        delivery requirements; and
        o        product selection

Our president will also purchase wholesale catalogues and where cost effective,
he will travel to the companies to visit their operations and discuss with
company officials pertinent factors such as product availability, quality,
selection, and delivery.

*Update Design, Graphics and Functional Aspects of Website*
Throughout our plan of operations, we plan to update the design, graphics and
functional aspects of our website. To accomplish this objective, our president
plans to hire website consultants. Website consultant selection will be based
on:
        o        cost and available funds to pay for consultants; and
        o        determining the quality of past website projects and a
                 comparison of such projects among website consultants;

We estimate a $3,500 cost affiliated with hiring website consultants.

*Establish Database of Products and Associated Information*
Throughout our plan of operations, we plan to establish and update a database of
the products on our website, including information pertaining to: (a)a listing
of the elements contained in our products; (b) the potential benefits of
products; and (c) the potential harmful effects of our products. Our website
consultants will assist in creating and establishing our product database and
providing an updating function to facilitate new product additions. The cost
affiliated with this aspect of our plan of operations is related to the $3,500
cost for hiring website consultants.

*Advertise our Website*
Throughout our plan of operations, we plan to advertise; however, due to our
limited cash resources, we plan to seek low cost advertising of $50 to $150 per
month through local publications such as local newspapers.

*Incentives to Our Existing Customers*
Beginning in June 2002 and throughout our plan of operations, we plan to provide
the following incentives to our existing customers to establish repeat
customers:
        o        Customers that obligate to order a monthly supply of a product
                 on an annual basis will receive discounts of up to ten percent
                 (10%); and
        o        Promoting some of our products by offering a free bottle of
                 vitamins or herbs with the purchase of one such identical
                 product.

We will increase our costs by providing free bottles of vitamins or herbs;
however, at the present time the amount of that increased cost is
indeterminable.

*Establish Database of Articles*
Starting in June 2002 and throughout our plan of operations, we plan to
establish a database of articles about our products, including general subjects
pertaining to:
        o        Vitamins;
        o        Minerals;
        o        Herbs;
        o        Spices;
        o        Homeopathy; and
        o        Aromatherapy.

Our president will conduct Internet searches for articles written on the
products we offer, as well as the above-mentioned general subject areas. Our
president will also seek permission from product suppliers that have written
articles on the products we offer to post such articles on our website at no
cost. The cost affiliated with this aspect of our plan of operations is part of
the expected $3,500 to hire website consultants.

*Viral Marketing*
Beginning in July 2002 and throughout our plan of operations, our president will
attempt to exchange advertising with other websites. Because there will be equal
exchanges of advertising services between us and such websites, we do not
anticipate any costs affiliated with this aspect of our plan of operations.

*Introduce our Homoeopathic Product Line*
Our president will attempt to establish agreements or arrangements with
suppliers of homoeopathic products by July 2002 or August 2002. We anticipate
offering such products on our website by August 2002 or September 2002. We do
not anticipate any costs affiliated with this aspect of our plan of operations.

GOING CONCERN
We have experienced significant losses from our operations. For the three month
period ended May 31, 2002, we have incurred a net loss of $62,840 and we have
been unsuccessful in generating any revenues. Our ability to continue as a going
concern is contingent upon our ability to attain profitable operations and
secure financing. In addition, our ability to continue as a going concern must
be considered in light of the problems, expenses and complications frequently
encountered by entrance into established markets and the competitive environment
in which we operate. Failure to secure financing or to raise additional capital
or borrow additional funds may result in depleting our available funds and being
unable to pay our obligations.

REVENUES
Since our inception to May 31, 2001, we have generated no revenues. We cannot
determine whether our revenues will ever be sufficient to produce a positive
cash flow or result in net profits. You should carefully consider the discussion
appearing below under "Liquidity and Capital Resources". We do not expect to
earn significant operating revenue in the foreseeable future. Our losses are
expected to continue, principally as a result of general and administrative
expenses and advertising costs.

LIQUIDITY AND CAPITAL RESOURCES.
As of May 31, 2002, we had limited cash capital resources of only $524. Other
than our existing working capital, we do not have any other internal sources of
working capital.

We expect to make the following expenditures totaling $6,700 from now until the
April 2003:
        o        $2,000 - Enter into agreements with suppliers for products;
        o        $3,500 - Update the design, graphics, and functional aspects
                 of our website (other categories included as part of this
                 estimated cost include "Establish database of our products"
                 and "Establish database of articles"); and
        o        $1,200 - Advertising (calculated based on average estimated
                 monthly expense of $100 for 12 months)

Because we only have $524 of cash resources, we will need an additional $6,176
($6,700 - $524 = $6,176) to accomplish our operational goals.

Our current cash of $524 will satisfy our cash requirements for only one
month.

If our cash and/or revenues are insufficient to conduct our operations, our
President Edward G. Siceloff, plans to loan us funds through non-interest
bearing loans; however, we have no agreement with our President to do so and our
President is under no obligation to do so. As reflected above, we will be unable
to fund our expenses through our existing assets or cash. If our President is
unable or unwilling to make loans to us necessary to implement our plan of
operations, we will need additional financing through traditional bank financing
or a debt or equity offering; however, because we are a development stage
company with no operating history and a poor financial condition, we may be
unsuccessful in obtaining such financing or the amount of the financing may be
minimal and therefore inadequate to implement our plan of operations. In
addition, if we only have nominal funds by which to conduct our operations, we
may have to curtail advertising or be unable to conduct any advertising, both of
which will negatively impact development of our brand name and reputation. We
have no alternative plan of operations. In the event that we do not receive
financing, our financing is inadequate, or if we do not adequately implement an
alternative plan of operations that enables us to conduct operations without
having received adequate financing, we may have to liquidate our business and
undertake any or all of the following actions:

        o        Sell or dispose of our assets, if any;
        o        Pay our liabilities in order of priority, if we have available
                 cash to pay such liabilities;
        o        If any cash remains after we satisfy amounts due to our
                 creditors, distribute any remaining cash to our shareholders
                 in an amount equal to the net market value of our net assets;
        o        File a Certificate of Dissolution with the State of Florida to
                 dissolve our corporation and close our business;
        o        Make the appropriate filings with the Securities and Exchange
                 Commission so that we will no longer be required to file
                 periodic and other required reports with the Securities and
                 Exchange Commission, if, in fact, we are a reporting company
                 at that time; and
        o        Make the appropriate filings with the National Association of
                 Security Dealers to affect a delisting of our common stock
                 with the Over-the-Counter Bulletin Board at that time.

Based upon our current assets, however, we will not have the ability to
distribute any cash to our shareholders.

If we have any liabilities that we are unable to satisfy and we qualify for
protection under the U.S. Bankruptcy Code, we may voluntarily file for
reorganization under Chapter 11 or liquidation under Chapter 7. Our creditors
may also file a Chapter 7 or Chapter 11 bankruptcy action against us. If our
creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our creditors will
take priority over our shareholders. If we fail to file for bankruptcy under
Chapter 7 or Chapter 11 and we have creditors, such creditors may institute
proceedings against us seeking forfeiture of our assets, if any.

We do not know and cannot determine which, if any, of these actions we will be
forced to take. If any of these foregoing events occur, you could lose your
entire investment in our shares.

Item 3. Controls and Procedures.

The Company's Chief Executive Officer/Chief Financial Officer evaluated the
Company's disclosure controls and procedures within the 90 days preceding the
filing date of this quarterly report. Based upon this evaluation, the Chief
Executive Officer/Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in ensuring that material
information required to be disclosed is included in the reports that it files
with the Securities and Exchange Commission.

There were no significant changes in the Company's internal controls or, to the
knowledge of the management of the Company, in other factors that could
significantly affect these controls subsequent to the evaluation date.

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
Not applicable.

Item 2.  Changes In Securities.
Not applicable.

Item 3.  Defaults Upon Senior Securities.
Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.
Not applicable.

Item 5.  Other Information.
Not applicable.

Item 6.  Exhibits and Reports on Form 8-K.
           (a) Exhibits

EXHIBIT NUMBER        DESCRIPTION
3.1                   Articles of Incorporation*
3.2                   Bylaws*
10.1                  Agreement with Barry Gewin**
10.2                  Agreement with Tommi Ferguson**
10.3                  Agreement with Global Health Trax, Inc.*
10.4                  Global Health Trax Correspondence dated April 25, 2002*
10.5                  Agreement with EcoQuest International***
15                    Letter on unaudited interim financial information
99.1                  Certification Pursuant to 18 U.S.C. Section 1350,
                        as Adopted Pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002

* Denotes previously filed exhibits to Form SB-2 filed on March 28, 2002,
  hereby incorporated by reference.
** Denotes previously filed exhibits to Form SB-2 filed on April 26, 2002,
   hereby incorporated by reference.
*** Denotes previously filed exhibits to Form SB-2 filed on May 24, 2002,
    hereby incorporated by reference.

         (b) Reports on Form 8-K.
Not applicable.

                                   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.

                                           WORLD HEALTH ALTERNATIVES, INC.
                                                    (Registrant)

Date: January 20, 2003                       /s/ Edward G. Siceloff
                                             Edward G. Sicleoff, President

CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Edward G. Siceloff, certify that:

1. I have reviewed this amended quarterly report on Form 10-QSB/A of World
Health Alternatives, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of World
Health Alternatives, Inc. as of, and for, the periods presented in this
quarterly report.

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for World Health
Alternatives, Inc. and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to World Health Alternatives, Inc., including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of World Health Alternatives, Inc.'s disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to World Health
Alternatives, Inc.'s auditors and the audit committee of World Health
Alternatives, Inc.'s board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect World Health Alternatives, Inc.'s ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in World Health Alternatives, Inc.'s
internal controls; and

6. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: January 20, 2003

/s/ Edward G. Siceloff
Edward G. Siceloff
President, Chief Executive Officer, Chief Financial Officer, and Principal
Accounting Officer
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