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.


For the quarter ended  March 31, 2001   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                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

8221 E Evans Rd
Scottsdale, Arizona                                    85260
(Address of principal executive offices)               (Zip Code)


                               (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 such shorter period that the
registrant  was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.

                             Yes   X     No   __


As of May 15, 2001, there were 8,192,971 shares of common stock outstanding.

<PAGE>
                                    INDEX

                        DESERT HEALTH PRODUCTS, INC.
                            FOR THE QUARTER ENDED
                               MARCH 31, 2001

PART I - FINANCIAL INFORMATION                                   Page No.

     Item 1.   Financial Statements

               Balance Sheet                                           3

               Statement of Operations                                 4

               Statement of Cash Flow                                  5

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operation          6-7


PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings                                       8

     Item 2.   Changes in Securities                                   8

     Item 3.   Defaults by the Company upon its
               Senior Securities                                       8

     Item 4.   Submission of Matter to a Vote of
               Security Holders                                        8

     Item 5.   Other Information                                       8

     Item 6.   Exhibits and Reports of Form 8-K                        8

     SIGNATURES                                                        9

<PAGE>
<TABLE>

                        DESERT HEALTH PRODUCTS, INC.
                             BALANCE SHEET AS OF
                               MARCH 31, 2001
                                 (unaudited)

                       PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
                                  ASSETS
<S>                                                       <C>
Current Assets
       Cash                                                $        11,922
       Interest Receivable                                          45,000
       Prepaid Expenses                                             50,734
       Notes Receivable                                            625,821
       Inventory                                                   134,073
                                                             -------------
Total Current Assets                                        $      867,550
                                                            --------------
Property and Equipment, Net                                 $      107,964
                                                            --------------
Other Assets
         Intangibles net of Amortization                    $    1,440,284
         Deposits                                                   10,000
         Other                                                      10,000
Total Other Assets                                               1,460,284
                                                            --------------
TOTAL ASSETS                                                $    2,435,798
                                                            ==============
</TABLE>
<TABLE>

                   LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                        <C>
Current Liabilities
         Accounts Payable                                   $      163,036
         Deferred Revenue                                           90,201
         Interest Payable                                           35,200
         Loans Payable                                             865,196
                                                             -------------
Total Current Liabilities                                   $    1,153,633
                                                             -------------
Stockholders' Equity
         Common Stock, $.001 par value
         25,000,000 shares authorized and 8,192,971
         shares issued and outstanding                       $       8,193
       Subscriptions Receivable                                    101,000
         Preferred Stock, $.001 par value
         10,000,000 shares authorized and 1,273,500
         shares issued and outstanding                               1,274
      Additional Paid in Cap.                                    3,730,202
      Accumulated Deficit                                      (2,558,504)
                                                            --------------
Total Stockholders' Equity                                  $    1,282,165
                                                            --------------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                   $    2,435,798
                                                            ==============
</TABLE>
<PAGE>
<TABLE>
                        DESERT HEALTH PRODUCTS, INC.
                           STATEMENT OF OPERATIONS
                                 (unaudited)

                                              Three Months    Three Months
                                                 ended            ended
                                             March 31, 2001  March 31, 2000
<S>                                         <C>             <C>
Revenue                                        $     85,480      $    61,630

Cost of Sales                                      (47,291)         (50,512)
                                              -------------     ------------
   Gross Profit                                      38,189           11,118

Operating Expenses                                (555,299)        (281,424)
                                              -------------     ------------
   Loss from Operations                           (517,110)        (270,306)
                                              -------------     ------------
Other Expense
   Interest Expense                                 (5,084)          (2,197)
   Sales of Marketing Exclusives                    250,000
   Miscellaneous Income                               4,316
                                             --------------      -----------
Other Income (Expense) Total                        249,232        (272,503)

Provision for income taxes
 Deferred tax benefit                                     0           70,851
                                             --------------     ------------
 Net Loss                                         (267,878)        (201,652)


 Beginning Accumulated Deficit                  (2,290,626)        (856,838)
                                               ------------      -----------
 Ending Accumulated Deficit                     (2,558,504)      (1,058,490)
                                               ============      ===========
 Earnings per common share                     $     (0.03)     $     (0.03)
                                              =============     ============
</TABLE>
<PAGE>
<TABLE>

                        DESERT HEALTH PRODUCTS, INC.
                           STATEMENT OF CASH FLOWS
                                 (unaudited)

                                               Three Months  Three Months
                                                  ended          ended
                                                March 31,      March 31,
                                                   2001          2000
<S>                                          <C>           <C>
Cash Flows from Operating Activities
   Cash received from customers                $    113,597   $     61,630
   Interest income                                        -              -
   Miscellaneous income                             254,316              -
   Cash paid to suppliers and employees           (534,036)      (314,808)
   Sale of Marketing Exclusives                           -              -
   Interest expense                                 (5,084)              -
                                               ------------   ------------
     Net Cash Provided (Used) in Operating
Activities                                       $(171,207)   $  (253,178)

Cash Flows from Investing Activities
   Purchase of furniture and equipment             (42,799)       (29,642)
   Purchase of intangibles                         (30,547)              -
   Increase in notes receivable                     (3,012)              -
   Purchase of other asset                                -              -
     Net Cash Provided by Investing
Activities                                        $(76,358)     $ (29,642)
                                               ------------   ------------

Cash Flows from Financing Activities
   Cash provided by notes and loans                       -        155,000
   Issuance of common stock                             126         86,500
   Increase in additional paid in capital           124,874              -
   Decrease in subscription receivable            (125,000)
   Increase in loans                                173,274              -
 Payments on notes and loans                              -       (44,398)
                                               ------------   ------------
       Net cash Provided by financing
activities                                       $  173,274     $  197,102


     Net Increase (Decrease) in Cash and Cash
Equivalents                                        (74,291)       (85,718)

Beginning Cash and Cash Equivalents                  96,212        129,145
                                                -----------    -----------
Ending Cash and Cash Equivalents                 $   21,921    $    43,427
                                                 ==========    ===========
</TABLE>
<PAGE>
<TABLE>
                        DESERT HEALTH PRODUCTS, INC.
                     STATEMENT OF CASH FLOWS (CONTINUED)
                        Quarter Ended March 31, 2001
                                 (unaudited)

                                                                3/31/01
<S>                                                         <C>
 Reconciliation of Changes in Net Operations to Net Cash
Used
      by Operating Activities:
   Income from operations                                    $ 140,997
   Adjustments to reconcile change in loss from operations
  to
     net cash provided (used) by operating activities:
     Depreciation                                                6,922
     Amortization                                              248,214
   (Increase) decrease in operating assets
     Accounts receivable                                            22
     Inventory                                                   6,132
     Interest receivable                                        32,093
   Increase (decrease) in operating liabilities
     Accounts payable                                          (40,283)
     Deferred revenue                                                -
     Interest payable                                          (11,306)
                                                              -----------
          Net Cash Provided (Used) by Operating Activities    $ 382,791
                                                              ===========
</TABLE>
<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.

RISK FACTORS AND 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 set forth below and  elsewhere  in  this
report.

      With the exception of historical matters, the matters discussed 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 the related  notes  thereto
appearing elsewhere herein.

Overview

     Desert  Health Products, Inc., an Arizona corporation (the  "Company")
was  formed  in  1991.  Desert  Health is  engaged  in  the  manufacturing,
packaging  and  sale and distribution of branded and store  brand  (private
label)  vitamins and nutritional supplements. The Company is  focusing  its
development  efforts on certain plants and plant extracts that  are  widely
used throughout the United States and Europe to assist in the treatment  of
a variety of diseases and physical conditions.

Results of Operations

     Three months ended March 31, 2001

      Revenues.  Revenues  for the three months ended March  31,  2001  were
$85,480,  an  increase of $23,850 or 39% from $61,630 for the  three  months
ended  March  31,  2000. This increase was principally attributable  to  our
largest  customer increasing purchases in 2001.  The Company  will  continue
its efforts in 2001 in establishing distribution outlets in Europe and Asia.

      Operating  Expenses.  Operating expenses for the  three  months  ended
March  31, 2001 were $555,299 which was an increase of $273,875 or 97%  over
the  $281,424 for the three months ended March 31, 2000.  This increase  was
primarily  the  result of increased amortization of certain  intangible  and
tangible assets.

      Net loss for the Company was $267,878 for the three months ended March
31,  2001  as compared to a net loss of $201,652 for the three months  ended
March 31, 2000.

<PAGE>

Liquidity and Capital Resources

      As  indicated  in  the Company's financial statements  attached,  the
Company's  gross revenue was not sufficient to meet its operating  expenses
for  the  three months ended March 31, 2001. In addition, as of  March  31,
2001,  the  Company's current liabilities exceeded its  current  assets  by
$286,083.  Those  factors  create an uncertainty  regarding  the  Company's
ability  to  continue  as a going concern. Management  believes  agreements
entered  into subsequent to year end December 31, 2000 such as the ParTrust
agreement,  will provide the Company with additional cash and liquidity  to
sustain operations.

     The  receipt of funds to the Company from Private Placement  Offerings
and  loans  obtained through private sources are anticipated to offset  the
near  term  cash requirements of the Company. Since inception, the  Company
has financed its cash flow requirements through debt financing, issuance of
common  stock  for  cash and services, and minimal cash  balances.  As  the
Company  continues  its marketing activities in Europe and  China,  it  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  stock  offerings  and  bank
borrowings to the extent necessary to provide its working capital.

     Over  the  next  twelve months, the Company intends  to  increase  its
revenues by releasing new products under development to its target markets.
However, the Company will continue to increase the number of its employees,
and  expand its facilities where necessary to meet product development  and
completion  deadlines.  The  Company believes  that  existing  capital  and
anticipated  funds  from  operations will  not  be  sufficient  to  sustain
operations  and planned expansion in the next twelve months.  Consequently,
the  Company 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 or equity. The down turn in the capital market
will  substantially  impact the Company's ability  to  sell  securities  in
planned amounts and in turn its ability to meet its capital requirement. In
either  case,  the financing could have a negative impact on the  financial
condition of the Company and its Shareholders.

<PAGE>

PART II--OTHER INFORMATION

Item 1.        Legal Proceedings.
     None

Item 2.        Changes in Securities.
     None.

Item 3.        Defaults by the Company upon its Senior Securities.
     None.

Item 4.        Submission of Matter to a Vote of Security Holders.
     None

Item 5.        Other Information.
     None

Item 6.        Exhibits and Reports of Form 8-K.
     See exhibit table on Page E-1

<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
    Johnny Shannon
     President

Date: May 15, 2000

<PAGE>

                                EXHIBIT TABLE

Exhibit                             Description
Number
(1)       N/A
(2)1      Acquisition  Agreement and Plan of Merger with  Intercontinental
          Capital Fund, Inc. (Incorporated by reference)
(3)(i)2   Articles of Incorporation
          (a) Articles of Incorporation for Desert Health Products, Inc.
          (b) Amended   Articles  of  Incorporation  for   Desert   Health
               Products, Inc.
(3)(ii)2  Bylaws
          (a) Bylaws of Desert Health Products, Inc.
(4)2      Instruments defining the rights of security holders:
(4)(i)    (a) Articles of Incorporation for Desert Health Products, Inc.
          (b) Amended   Articles  of  Incorporation  for   Desert   Health
               Products, Inc.
          (c) Bylaws of Desert Health Products, Inc.
(5)       N/A
(8)       N/A
(9)       N/A
(10)      Material Contracts
          (a)3Separation and Distribution Agreement between Desert  Health
               Products,   Inc.   and  Royal  Phoenix.  (Incorporated   by
               reference)
          (b)2Product  Marketing and Distribution Agreement between Desert
               Health Products, Inc. and GH Associates, Inc.
          (c)2  Agreement  regarding Dr. Harris's Original  Diabetic  Feet
          Formula
          (d)2Exclusive  Distribution  Agreement  between  Desert   Health
               Products, Inc. and Silmarc Pharma s.r.l in Italy.
          (e)2Product  Marketing and Distribution Agreement between Desert
               Health Products, Inc. and Snore Formula Inc.
          (f)2Modification  of  Contract between Desert  Health  Products,
               Inc. and Snore Formula Inc.
(11)      N/A
(13)      N/A
(15)      N/A
(16)      N/A
(17)      N/A
(18)      N/A
(19)      N/A
(20)      N/A
(21)      N/A
(22)      N/A
(23)2     Consent of Desert Health's Auditor
(24)      N/A
(25)
 (26)
 (99)2      Cautionary Statement Regarding Forward-Looking Statements
 1.   Filed in an 8-K on March 15, 2000
 2.   Filed in an 10-KSB on April 3, 2001
 3.   Filed in an 8-K on October 31, 2000