UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

--------------------------------------------------------------------------------

                                   FORM 10-QSB
                   Quarterly Report Under Section 13 or 15 (d)
                     Of the Securities Exchange Act of 1934

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For the quarterly period ended June 30, 2003    Commission file number 000-27931

                          DESERT HEALTH PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

                 Arizona                                     86-0699108
   (State or other jurisdiction of                         (IRS Employer
     incorporation or organization)                     Identification No.)

          8221 East Evans Road                                  85260
           Scottsdale Arizona                                 (Zip Code)
(Address of Principal executive offices)

                                  480.951.1941
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during
the preceding 12 months (or for shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                                Yes |X|   No |_|

As of June 30, 2003, there were 12,363,821 shares of common stock outstanding.

<PAGE>

                          DESERT HEALTH PRODUCTS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                    June 30,

<TABLE>
<CAPTION>
                                                                                2003              2002
                                                                            -----------       -----------
<S>                                                                         <C>               <C>
                                     ASSETS
Current Assets
      Cash                                                                  $    27,217       $       567
      Accounts receivable, net of allowance of $14,915                           17,985            37,893
      Notes receivable                                                               --           585,118
      Interest receivable                                                            --            93,357
      Inventory                                                                 171,976           129,465
      Advances                                                                    3,900             1,937
      Prepaid expenses                                                           34,651            54,905
                                                                            -----------       -----------
            Total Current Assets                                                255,729           903,242

Property and Equipment, net                                                      97,271           108,915

Other Assets
      Intangibles, net                                                        1,518,967         1,357,931
      Deposits                                                                   15,846            10,000
                                                                            -----------       -----------
                                                                              1,534,813         1,367,931
                                                                            -----------       -----------

                                                                            $ 1,887,813       $ 2,380,088
                                                                            ===========       ===========

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
      Checks issued in excess of cash balance                               $    49,201       $    23,185
      Accounts payable and accrued expenses                                     290,621           246,389
      Deferred revenue                                                           56,000            65,000
      Interest payable                                                          173,957           240,331
      Dividends payable                                                         112,708                --
      Current portion of obligations payable                                  1,023,218         1,310,718
                                                                            -----------       -----------
            Total Current Liabilities                                         1,705,705         1,885,623

Long Term Liabilities
      Obligations payable, net of current portion                                    --           390,683
                                                                            -----------       -----------
            Total Liabilities                                                 1,705,705         2,276,306

Stockholders' Deficit
      Preferred Stock, convertible, $.001 par value, 10,000,000 shares
         authorized and 1,708,500 shares issued and outstanding                   1,708             1,358
      Common stock, $.001 par value, 25,000,000 shares
         authorized, 12,788,821 issued and 12,363,821 outstanding                12,364             9,446
      Subscriptions receivable                                                2,697,339           561,000
      Treasury stock, 425,000 shares at cost                                   (285,438)               --
      Additional paid in capital in excess of par value                       4,842,943         4,312,238
      Accumulated deficit                                                    (7,086,808)       (4,780,260)
                                                                            -----------       -----------
                                                                                182,108           103,782
                                                                            -----------       -----------

                                                                            $ 1,887,813       $ 2,380,088
                                                                            ===========       ===========
</TABLE>

<PAGE>

                           DESERT HEALTH PRODUCTS, INC
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             Quarters Ended June 30,

                                                       2003              2002
                                                     ---------        ---------

Revenue, net                                         $  22,266        $  33,062

Cost of Sales                                           15,759           19,637
                                                     ---------        ---------
     Gross Profit                                        6,507           13,425

Operating Expenses                                     193,577          486,872
                                                     ---------        ---------

     Loss from operations                             (187,070)        (473,447)

Other Income (Expense)
     Interest expense                                  (56,739)        (107,387)
     Loan inducement fees                                   --           (9,000)
     Miscellaneous expense                                (949)          (6,774)
     Interest income                                         8           15,518
     Relinquishment of debt                                 --           10,831
                                                     ---------        ---------
                                                       (57,680)         (96,812)
                                                     ---------        ---------

Net Loss                                             $(244,750)       $(570,259)
                                                     =========        =========

Weighted Average Earnings Per Common Share           $ (0.0195)       $ (0.0604)
                                                     =========        =========

<PAGE>

                          DESERT HEALTH PRODUCTS, INC.
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                      Quarters Ended June 30, 2003 and 2002

<TABLE>
<CAPTION>
                                         Convertible
                                        Preferred Stock               Common Stock              Treasury Stock
                                    ----------------------     -----------------------      ----------------------
                                                 Par Value                   Par Value
                                      Shares     $.001 sh        Shares       $.001 sh       Shares         Cost
                                    ---------    ---------     ----------    ---------      -------      ---------
<S>                                 <C>            <C>         <C>             <C>          <C>          <C>
Balances, March 31, 2002            1,358,500      $1,358       9,201,321      $ 9,201           --      $      --

Common shares issued in second
  quarter of 2002
    Services                               --          --         195,000          195           --             --
    Loan inducement fees                   --          --          50,000           50           --             --
    Subscriptions receivable               --          --              --           --           --             --
Net loss for quarter ended                 --          --              --           --           --             --
  June 30, 2002
Prior Period Adjustment                    --          --              --           --           --             --
                                    ---------      ------      ----------      -------      -------      ---------
Balances,  June 30, 2002            1,358,500      $1,358       9,446,321      $ 9,446           --      $      --
                                    =========      ======      ==========      =======      =======      =========

Balances, March 31, 2003            1,708,500      $1,708      12,233,821      $12,234      425,000      $(285,438)

Common shares issued in second
  quarter of 2003
    Services                               --          --         130,000          130           --             --
    Cash                                   --          --              --           --           --             --
    Debt conversion                        --          --              --           --           --             --
Dividends                                  --          --              --           --           --             --
Net loss for quarter ended
  June 30, 2003                            --          --              --           --
                                    ---------      ------      ----------      -------      -------      ---------
Balances, June 30, 2003             1,708,500      $1,708      12,363,821      $12,364      425,000      $(285,438)
                                    =========      ======      ==========      =======      =======      =========
<CAPTION>

                                       Additional           Stock
                                         paid-in         subscription      Accumulated
                                         Capital          receivable          Deficit          Total
                                       -----------       -----------       -----------       ---------
<S>                                    <C>               <C>               <C>               <C>
Balances, March 31, 2002               $ 4,268,383       $   461,000       $(4,236,736)      $ 503,206

Common shares issued in second
  quarter of 2002
    Services                                34,905                --                --          35,100
    Loan inducement fees                     8,950                --                --           9,000
    Subscriptions receivable                    --           100,000                --         100,000
Net loss for quarter ended                      --                --          (570,259)       (570,259)
  June 30, 2002
Prior Period Adjustment                         --                --            26,735          26,735
                                       -----------       -----------       -----------       ---------
Balances,  June 30, 2002               $ 4,312,238       $   561,000       $(4,780,260)      $ 103,782
                                       ===========       ===========       ===========       =========

Balances, March 31, 2003               $ 4,825,328       $ 1,766,000       $(6,798,498)      $(478,666)

Common shares issued in second
  quarter of 2003
    Services                                17,615                --                --          17,745
    Cash                                        --            64,000                --          64,000
    Debt conversion                             --           867,339                --         867,339
Dividends                                       --                --           (43,560)        (43,560)
Net loss for quarter ended
  June 30, 2003                                 --                --          (244,750)       (244,750)
                                       -----------       -----------       -----------       ---------
Balances, June 30, 2003                $ 4,842,943       $ 2,697,339       $(7,086,808)      $ 182,108
                                       ===========       ===========       ===========       =========
</TABLE>

<PAGE>

                          DESERT HEALTH PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             Quarters Ended June 30,

<TABLE>
<CAPTION>
                                                                    2003            2002
                                                                 ---------       ---------
<S>                                                              <C>             <C>
Cash Flows from Operating Activities
          Cash received from customers                           $  19,075       $  15,597
          Cash paid to suppliers and employees                    (178,538)       (300,869)
          Miscellaneous expense                                       (614)             --
          Interest income                                                8              --
          Interest expense                                          (2,813)        (24,429)
                                                                 ---------       ---------

                Net Cash (Used) in Operating Activities           (162,882)       (309,701)

Cash Flows from Investing Activities
          Purchase of assets                                            --          (1,886)
          Proceeds from advances                                     5,500              --
                                                                 ---------       ---------

                Net Cash Provided by Investing Activities            5,500          (1,886)

Cash Flows from Financing Activities
          Proceeds from notes payable                               94,000         186,400
          Payments on notes payable                                 (7,500)             --
          Increase in stock subscription receivable                 64,000         100,000
                                                                 ---------       ---------

                Net Cash Provided  by Financing Activities         150,500         286,400
                                                                 ---------       ---------

                Net (Decrease) in Cash and Cash Equivalents         (6,882)        (25,187)

Beginning Cash and Cash Equivalents                                (15,102)          2,569
                                                                 ---------       ---------

Ending Cash and Cash Equivalents                                 $ (21,984)      $ (22,618)
                                                                 =========       =========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                            2003             2002
                                                                          ---------       ---------
<S>                                                                       <C>             <C>
Reconciliation of Changes in Net Operations to Net Cash Used
     by Operating Activities:
          Loss from operations                                            $(244,750)      $(570,259)
          Adjustments to reconcile change in loss from operations to
                net cash  (used) by operating activities:
                Miscellaneous expense                                           168              --
                Depreciation                                                  5,688           5,445
                Amortization                                                     --         170,087
                Relinquishment of debt                                           --         (10,831)
                Loan inducement fees                                             --           9,000
                Conversion of debt for stock                                239,156              --
                Stock issued for services                                    17,745          35,100
          (Increase) decrease in operating assets
                Accounts receivable                                          (3,191)        (17,465)
                Prepaid expenses                                             (9,818)             --
                Inventory                                                         3          (2,905)
                Interest receivable                                              --         (15,517)
                Advance                                                          --            (266)
          Increase in operating liabilities
                Interest payable                                           (185,229)         82,957
                Deferred revenue                                                 --          25,000
                Accounts payable                                             17,346         (20,047)
                                                                          ---------       ---------
                     Net Cash  (Used) by Operating Activities             $(162,882)      $(309,701)
                                                                          =========       =========
</TABLE>

<PAGE>

PART 1. FINANCIAL INFORMATION

      ITEM 1. FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

      The financial statements are unaudited and have been prepared in
accordance with generally accepted accounting principles for interim financial
information and pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC"). The financial statements reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of Desert Health Products, Inc.'s
financial position and operating results for the interim period.

<PAGE>

      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

      The following discussion and analysis should be read in conjunction with
our Financial Statements and the notes thereto appearing elsewhere in this
document.

CAUTIONARY STATEMENTS

      This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results and events could differ materially from
those projected, anticipated, or implicit, in the forward-looking statements as
a result of the risk factors below and elsewhere in this report.

      With the exception of historical matters, the matters of discussion herein
are forward-looking statements that involve risks and uncertainties. Forward
looking statements include, but are not limited to, statements concerning
anticipated trends in revenues and net income, the date of introduction or
completion of our products, projections concerning operations and available cash
flow. Our actual results could differ materially from the results discussed in
such forward-looking statements. The following discussion of our financial
condition and results of operations should be read in conjunction with our
financial statements and their related notes thereto appearing elsewhere herein.

Cautionary Statement Regarding Forward-looking Statements

      Our Form 10KSB, our Annual Report to Stockholders, this or any other Form
10-QSB filed by us or any other written or oral statements made by or on our
behalf may include forward-looking statements which reflect our current views
with respect to future events and financial performance. The words "believe",
"expect", "anticipate", "intends", "estimate", "forecast", "project" and similar
expressions identify forward-looking statements.

      We wish to caution investors that any forward-looking statements made by
or on our behalf are subject to uncertainties and other factors that could cause
actual results to differ materially from such statements. These uncertainties
and other factors include, but are not limited to the Risk Factors listed below
(many of which have been discussed in prior SEC filings). Though we have
attempted to list comprehensively these important factors, we wish to caution
investors that other factors could in the future prove to be important in
affecting our results of operations. New factors emerge from time to time and it
is not possible for management to predict all of such factors, nor can it assess
the impact of each such factor on the business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.

      Investors are further cautioned not to place undue reliance on such
forward-looking statements as they speak only of our views as of the date the
statement was made. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

OVERVIEW

      We are an Arizona corporation, ("Desert Health" or "the Company") was
formed in 1991. We are engaged in the packaging, sale and distribution of
branded and store brand (private label) vitamins, nutritional supplements, skin
care and animal care products. We have focused our marketing and registration
efforts primarily in the foreign marketplace. This is a very time consuming and
expensive project, but the nutraceutical and nutritional supplement market is
growing at a faster pace internationally than the domestic market. One of the
many rewards of having customers in the international market is that once the
registrations are in place, the customer becomes a partner in developing that
market in the long-term. However, we are taking steps to offer our products to
mid-size chain store operations as an initial step towards penetrating the
domestic market.

<PAGE>

      We market over 100 products, which are packaged under various labels and
bottle counts. They are sold in Vitamin and Mineral combinations, Chinese Herbal
Products, Specialty Supplements, Weight Management Products, Herbal/Botanical
Products, FemAid Product Support Systems, Ayurvedic Products, Skin Care
Products, Pet Care Products, and Water Purification Products. We have
traditionally outsourced our raw materials manufacturing.

      On January 26, 2000, pursuant to an Acquisition Agreement and Plan of
Merger entered into by and between Desert Health and Intercontinental Capital
Fund, Inc., ("Intercontinental") a Nevada Corporation (a company subject to the
reporting requirements of the Securities and Exchange Act of 1934, as amended)
all of the outstanding shares of common stock of Intercontinental were exchanged
for 400,000 shares of Rule 144 restricted common stock of Desert Health, in a
transaction in which Desert Health was the successor and took on the reporting
requirements of Intercontinental.

CRITICAL ACCOUNTING POLICIES

This summary of significant accounting policies of Desert Health Products, Inc.
(the "Company") is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of the
Company's management who is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principals
and have been consistently applied in the preparation of the financial
statements.

                              Nature of Operations

The Company was incorporated in the state of Arizona on July 21, 1991 to provide
innovative supplements and health solutions to the global marketplace. The
Company has grown from the humblest of beginnings in the Arizona desert to a
company with a global vision to educate, asses and deliver nutritional products
to a global market place. The worldwide nutritional industry is one of the
fastest growing sectors of the global economy. The Company has a commitment to
purity, quality, research, information and support. Desert Health Products, Inc.
has global distribution capabilities and offers a choice of turnkey or
customized private label options. This combined with professionally derived
formulations enables the Company to offer products to fill any market niche. On
October 31, 2002 the Company acquired all the capital stock of Royal Products,
Inc (f.k.a. JonDar Corp.), a Nevada corporation incorporated in 1991. Royal
Product Inc.'s principal business activity is to provide network marketing and
is under contract to purchase all of its products from Desert Health Products,
Inc.

Basis of Consolidation

The consolidated financial statements include the accounts of Royal Products,
Inc., a wholly owned subsidiary. All significant intercompany accounts and
transactions have been eliminated in the consolidation.

                            Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all
short-term debt securities purchased with an initial maturity of three months or
less to be cash equivalents.

                                   Inventories

Inventories consist primarily of health food supplements and vitamin products
and are stated at the lower of cost (first-in, first-out) or market value.
Market cost represents the lower of replacement cost or estimated net realizable
value.

Deferred Revenue

<PAGE>

Payments received from product sales that have not been shipped to the customer
are recorded as deferred revenue.

                                  Depreciation

Depreciation is computed by using the straight-line method for financial
reporting purposes and the accelerated cost recovery method for federal income
tax purposes

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the bases of certain assets and
liabilities for financial and tax reporting. The deferred taxes represent the
future tax return consequences of those differences, which will either be
taxable when the assets and liabilities are recovered or settled.

Intangible Assets

Intangible assets consist of costs of developing websites, trademarks,
registrations, goodwill and other general intangibles and were amortized either
on a straight-line rate of three to eight years in 2001, or if the asset's life
is indefinite, no amortization was recorded

Goodwill and other intangible assets were not amortized in 2002. Statement of
Financial Accounting Standards No. 142 was implemented requiring goodwill and
other intangible assets to be adjusted to fair value by recording an impairment
loss when applicable. Fair value of each intangible and goodwill was determined
by calculating the net present value of management's estimate of future cash
flows expected to be generated by the intangible or goodwill over the next three
years

Revenue and Cost Recognition

Revenues are recognized when earned, and expenses are recognized when incurred.
The Company generally recognizes revenue upon shipment of its products in
accordance with the terms and conditions of firm orders placed with the Company
by its customers. The application of Staff Accounting Bulletin 101 did not have
a material affect on the Company's financial position or results of operations.

                                Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclose contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

Advertising Costs

The Company expenses advertising costs as they are incurred

RISK FACTORS

      Our operating results are difficult to predict in advance and may
fluctuate significantly, and a failure to meet the expectations of analysts or
our stockholders would likely result in a substantial decline in our stock
price.

      Factors that are likely to cause our results to fluctuate include the
following:

o     the gain or loss of significant customers or significant changes to
      purchasing volume;

<PAGE>

o     the amount and timing of our operating expenses and capital expenditures;

o     changes in the volume of our product sales and pricing concessions on
      volume sales;

o     the timing, rescheduling or cancellation of customer orders;

o     the varying length of our sales cycles;

o     our ability to specify, develop, complete, introduce and market new
      products and bring them to volume production in a timely manner;

o     the rate of adoption and acceptance of new industry standards in our
      target markets;

o     the effectiveness of our product cost reduction efforts and those of our
      suppliers;

o     changes in the mix of products we sell; and

o     changes in the average selling prices of our products.

      There is a limited public market for our common stock. Although our common
stock is listed on the OTC Bulletin Board, there is a limited volume of sales,
thus providing a limited liquidity into the market for our shares. As a result
of the foregoing, stockholders may be unable to liquidate their shares.

      Our success depends heavily upon the continued contributions of Johnny
Shannon, our President, whose knowledge, leadership and technical expertise
would be difficult to replace. We have an Employment Agreement with Mr. Shannon
that expires January 31, 2004.

      To grow our business successfully and to maintain a high level of quality,
we will need to recruit, retain and motivate additional highly skilled sales,
marketing, and finance personnel. If we are not able to hire, train and retain a
sufficient number of qualified employees, our growth will be impaired. In
particular, we will need to expand our sales and marketing organizations in
order to increase market awareness of our products and to increase revenue.

      In addition, as a company focused on development of complex products, we
will need to hire additional staff of various experience levels in order to meet
our product roadmap.

      We are subject to various risks associated with technological change and
if we do not adapt our products to the changes our business will be adversely
affected.

      Our performance will partially depend on our ability to enhance our
existing services, and respond to technological advances and emerging industry
standards and practices on a timely and cost-effective basis. We cannot predict
if we will use new methodologies effectively or adapt our products to consumer,
vendor, advertising or emerging industry standards. If we were unable, for
technical, legal, financial or other reasons, to adapt in a timely manner in
response to changing market conditions or customer requirements, our business,
results of operations and financial condition could be materially adversely
affected.

      If we need additional financing, we may not be able to raise further
financing or it may only be available on terms unfavorable to us or to our
stockholders.

      We believe that our available cash resources will not be sufficient to
meet our anticipated working capital and capital expenditure requirements for at
least 12 months. We might need to raise additional funds, however, to respond to
business contingencies, which could include the need to:

            o     fund more rapid expansion;

            o     fund additional marketing expenditures;

            o     develop new products or enhance existing products;

            o     enhance our operating infrastructure;

            o     hire additional personnel;

            o     respond to competitive pressures; or

            o     acquire complementary businesses or technologies.

      If we raise additional funds through the issuance of equity or convertible
debt securities, the percentage ownership of our stockholders would be reduced,
and these newly issued securities might have

<PAGE>

rights, preferences or privileges senior to those of existing stockholders.
Additional financing might not be available on terms favorable to us, or at all.
If adequate funds were not available or were not available on acceptable terms,
our ability to fund our operations, take advantage of unanticipated
opportunities, develop or enhance our products or otherwise respond to
competitive pressures would be significantly limited.

RESULTS OF OPERATIONS

      Six months ended June 30, 2003 and 2002.

      Revenues. Revenues for the six months ended June 30, 2003, were $22,266, a
decrease of $10,796 or 33% from $33,062, for the six months ended June 30, 2002.
This decrease was principally attributable to the continued problems resulting
from the events on September 11, 2001, and the negative market environment
making it increasingly difficult to re-establish sales. We are continuing our
efforts to launch new distribution outlets in Europe, Asia and in the domestic
market.

      Operating Expenses. Operating expenses for the six months ended June 30,
2003, were $193,577, which was a decrease of $293,295, or 60% as compared to
$486,872, for the six months ended June 30, 2002. This decrease is primarily the
result of not amortizing goodwill and other intangible assets, reductions in
amounts paid to officers, reductions in amounts paid for contract labor, and
other cost saving measures being implemented by us.

      Net loss was $244,750 for the six months ended June 30, 2003, as compared
to a net loss of $570,259 for the six months ended June 30, 2002. This decrease
is primarily the result of not amortizing goodwill and other intangible assets,
reductions in amounts paid to officers, reductions in amounts paid for contract
labor, and other cost saving measures being implemented by us.

LIQUIDITY AND CAPITAL RESOURCES

      As indicated in our attached financial statements, our gross revenue was
not sufficient to meet our operating expenses for the six months ended June 30,
2003. In addition, as of June 30, 2003, our current liabilities exceeded our
current assets by $1,449,976, as compared to $982,381 for the comparable six
month period ended June 30, 2002. This increase is primarily due to long term
liabilities becoming current liabilities. Those factors create an uncertainty
regarding our ability to continue as a going concern.

      In June 2003, we finalized an agreement to reduce approximately $867,339
of our debt through the issuance of 1,100,000 shares of non-convertible
preferred stock. The debt was originally loaned to us in 2000 and 2001 and bore
an interest rate of 15% APR. (See Exhibit 10.12 and 10.13)

      In June 2003, we negotiated a $350,000 One Year Note and Loan Agreement.
(See Exhibit 10.11)

      Since inception, we have financed our cash flow requirements through debt
financing, issuance of common stock for cash and services, and minimal cash
balances. As we continue our marketing activities in Europe, China and North
America, we may continue to experience net negative cash flows from operations,
pending receipt of sales revenues, and will be required to obtain additional
financing to fund operations through common and preferred stock offerings and
bank borrowings to the extent necessary to provide working capital.

      Over the next 12 months, we intend to increase our revenues by releasing
new products under development to our target markets. We believe that existing
capital and anticipated funds from operations will not be sufficient to sustain
operations and planned expansion in the next 12 months. Consequently, we will be
required to seek additional capital in the future to fund growth and expansion
through additional equity or debt financing or credit facilities. Considering
the state of market conditions, no assurance can be made that such financing
would be available, and if available it may take either the form of debt,
equity, or a combination thereof. The down turn in the capital market will
substantially impact our ability to sell

<PAGE>

securities in planned amounts and in turn our ability to meet our capital
requirements. In either case, the financing could have a negative impact on our
financial condition and our stockholders.

TRENDS AND NEW DEVELOPMENTS

      In July 2003, we established an office in Trondheim, Norway, to assist in
the launch of new distribution outlets in the international market in a more
efficient and cost-effective manner. Thor Lindvaag, Senior Vice President of
International Sales and Marketing, has relocated from our headquarters in
Scottsdale Arizona, to Trondheim, Norway to oversee our European office.

      Management believes that with the opening of our new office we will be
able to provide better and timelier services to existing customers.
Additionally, with the ability to personally meet more frequently with
prospective customers throughout Europe, management believes additional revenues
will be generated.

      Regarding the domestic market, initial shipments to Wright Enterprises
have been made in the third quarter to regional chain stores in the Central
United States. Wright Enterprises is owned by Rayfield Wright, a former Dallas
Cowboy and five-time Super Bowl winner. Additionally we believe increased
revenue from the domestic market will be realized in the third and fourth
quarters of 2003 with the official launch of Desert Health's wholly owned
subsidiary, Royal Products, Inc.

ITEM 3. CONTROLS AND PROCEDURES

      (a)   Under the supervision and with the participation of our management,
            including our chief executive officer and chief financial officer,
            we evaluated the effectiveness of the design and operation of our
            disclosure controls and procedures, as such term is defined under
            Rule 13a-14(c) promulgated under the Securities Exchange Act of
            1934, as amended, within the 90 day period prior to the filing date
            of this report. Based on this evaluation, our chief executive
            officer and chief financial officer concluded that our disclosure
            controls and procedures were effective as of that date.

      (b)   There have been no significant changes (including corrective actions
            with regard to significant deficiencies or material weaknesses) in
            our internal controls or in other factors that could significantly
            affect these controls subsequent to the date of the evaluation
            referenced in paragraph (a) above.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

      On March 5, 2003, we instituted suit in the Arizona Superior Court,
Maricopa County, against a Phoenix-based marketer of health care products,
seeking unspecified damages for fraud and misrepresentation arising from a
product licensing and marketing agreement.

      On November 12, 2002, we were named in a suit filed in Arizona Superior
Court by Christensen, et al. The suit involves various promissory notes in the
amount of $125,000 plus interest at the rate of 12% APR.

ITEM 2. Changes in Securities

      None.

ITEM 3. Defaults by the Company upon its Senior Securities.

      None.

<PAGE>

ITEM 4. Submission of Matters to a Vote of Security Holders

      None.

ITEM 5. Other Information

      None.

ITEM 6. Exhibits and Reports of Form 8-K

      (a)   Exhibits

          Registrant is filing the following exhibits:

              10.11.    One Year Note and Loan Agreement (Filed herewith)

              10.12.    Option Agreement (Filed herewith)

              10.13.    Agreement for the Issuance and Sale of Stock (Filed
                        herewith)

              31.1.     Certification of Chief Executive Officer pursuant to
                        Item 601(b)(31) of Regulation S-B, as adopted pursuant
                        to Section 302 of the Sarbanes-Oxley Act of 2002

              31.2.     Certification of Chief Financial Officer pursuant to
                        Item 601(b)(31) of Regulation S-B, as adopted pursuant
                        to Section 302 of the Sarbanes-Oxley Act of 2002

              32.1.     Certification of Chief Executive Officer pursuant to 18
                        U.S.C. Section 1350, as adopted pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002

              32.2.     Certification of Chief Financial Officer pursuant to 18
                        U.S.D. Section 1350, as adopted pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002

      (b)   Reports on Form 8-K

              None.

<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.

DESERT HEALTH PRODUCTS, INC.
(Registrant)


By:  /s/ Johnny Shannon                          August 14, 2003
     --------------------------------------
     Johnny Shannon
     President


By:  /s/ Johnny Shannon                          August 14, 2003
     --------------------------------------
     Johnny Shannon/Chief Financial Officer