SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

           |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2003

                                       or

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the transition period from        to

                        Commission File Number: 000-27931

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

                                     Arizona
              (State of other jurisdiction of other jurisdiction of
                         incorporation or organization)

                                   86-0699108
                     (I.R.S. Employer Identification Number)

                 8221 East Evans Road, Scottsdale Arizona 85260
                     (Address of Principal executive office)

                                  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 |_|

The number of shares of Common Stock outstanding as of September 30, 2003:
12,938,821
<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.


                                                                               2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                            2003             2002
                                                                        -----------      -----------
                                 ASSETS
<S>                                                                     <C>              <C>
Current Assets
   Cash                                                                 $    33,296      $    39,759
   Accounts receivable, net of allowance of $14,915                          16,964           29,827
   Notes receivable                                                              --          602,118
   Interest receivable                                                           --           99,510
   Inventory - finished goods                                               162,130          129,428
   Advances                                                                   1,010            2,500
   Prepaid expenses                                                          11,960           67,364
                                                                        -----------      -----------
         Total Current Assets                                               225,360          970,506

Property and Equipment, net                                                  94,860          108,097

Other Assets
   Intangibles, net                                                       1,520,467        1,189,994
   Deposits                                                                   9,366           10,000
                                                                        -----------      -----------
                                                                          1,529,833        1,199,994
                                                                        -----------      -----------

                                                                        $ 1,850,053      $ 2,278,597
                                                                        ===========      ===========
                 LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Checks issued in excess of cash balance                              $    39,857      $    14,837
   Accounts payable and accrued expenses                                    318,740          251,408
   Deferred revenue                                                          56,000           63,000
   Interest payable                                                         161,939          257,867
   Dividends payable                                                        157,604               --
   Current portion of obligations payable                                 1,018,218        1,347,706
                                                                        -----------      -----------
         Total Current Liabilities                                        1,752,358        1,934,818

Long Term Liabilities
   Obligations payable, net of current portion                                   --          328,183
                                                                        -----------      -----------
         Total Liabilities                                                1,752,358        2,263,001

Stockholders' Deficit
   Preferred Stock, convertible, $.001 par value, 10,000,000 shares
      authorized and 2,808,500 shares issued and outstanding                  2,808            1,508
   Common stock, $.001 par value, 25,000,000 shares
      authorized, 13,363,821 issued and 12,938,821 outstanding               12,939            9,961
   Subscriptions receivable                                               2,109,389        1,061,000
   Treasury stock, 425,000 shares at cost                                  (285,438)              --
   Additional paid in capital in excess of par value                      5,917,545        4,436,648
   Accumulated deficit                                                   (7,659,548)      (5,493,521)
                                                                        -----------      -----------
                                                                             97,695           15,596
                                                                        -----------      -----------

                                                                        $ 1,850,053      $ 2,278,597
                                                                        ===========      ===========
</TABLE>


<PAGE>

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

<TABLE>
<CAPTION>
                                                                   2003                2002
                                                                ---------           ---------
<S>                                                             <C>                 <C>
Revenue, net                                                    $  74,822           $  19,373

Cost of Sales                                                      59,121              14,333
                                                                ---------           ---------
   Gross Profit                                                    15,701               5,040

Operating Expenses                                                467,854             630,820
                                                                ---------           ---------

   Loss from operations                                          (452,153)           (625,780)

Other Income (Expense)
   Interest expense                                               (47,320)            (67,611)
   Loan inducement fees                                            (8,937)            (20,500)
   Miscellaneous expense                                           (3,915)             (5,575)
   Interest income                                                     56               6,205
   Beijing office expense                                          (5,000)                 --
                                                                ---------           ---------
                                                                  (65,116)            (87,481)
                                                                ---------           ---------

Net Loss                                                        $(517,269)          $(713,261)
                                                                =========           =========


Weighted Average Earnings Per Common Share                      $ (0.0402)          $ (0.0725)
                                                                =========           =========
</TABLE>

<PAGE>

                          DESERT HEALTH PRODUCTS, INC.
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                   Quarters Ended September 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, June 30, 2002                1,358,500       $1,358        9,446,321       $ 9,446              --       $      --

Preferred shares issued in third
   quarter of 2002
        Services                         150,000          150               --            --              --              --
Common shares issued in third
   quarter of 2002
        Services                              --           --          425,000           425              --              --
        Loan inducement fees                  --           --           90,000            90              --              --
        Subscriptions receivable              --           --               --            --              --              --
Net loss for quarter ended                    --           --               --            --              --              --
 September 30, 2002
Prior Period Adjustment                       --           --               --            --              --              --
                                       ---------       ------       ----------       -------         -------       ---------
Balances,  September 30, 2002          1,508,500       $1,508        9,961,321       $ 9,961              --       $      --
                                       =========       ======       ==========       =======         =======       =========


Balances, June 30, 2003                1,708,500       $1,708       12,363,821       $12,364         425,000       $(285,438)

Preferred shares issued in third
   quarter of 2003
        Debt conversion                1,100,000        1,100               --            --              --              --
Common shares issued in third
   quarter of 2003
        Cash                                  --           --          200,000           200              --              --
        Debt conversion                       --           --          350,000           350              --              --
        Services                              --           --           25,000            25              --              --
        Subscriptions receivable              --           --               --            --              --              --
Dividends                                     --           --               --            --              --              --
Net loss for quarter ended
  September 30, 2003                          --           --               --            --
                                       ---------       ------       ----------       -------         -------       ---------
Balances,  September 30, 2003          2,808,500       $2,808       12,938,821       $12,939         425,000       $(285,438)
                                       =========       ======       ==========       =======         =======       =========

<CAPTION>

                                        Additional          Stock
                                         paid-in         subscription        Accumulated
                                         Capital          receivable           Deficit            Total
                                      -------------      --------------     -------------      -----------
<S>                                    <C>                <C>                <C>                <C>
Balances, June 30, 2002                $ 4,312,238        $   561,000        $(4,780,260)       $ 103,782

Preferred shares issued in third
   quarter of 2002
        Services                            15,675                 --                 --           15,825
Common shares issued in third
   quarter of 2002
        Services                            88,325                 --                 --           88,750
        Loan inducement fees                20,410                 --                 --           20,500
        Subscriptions receivable                --            500,000                 --          500,000
Net loss for quarter ended                      --                 --           (713,261)        (713,261)
 September 30, 2002
Prior Period Adjustment                         --                 --                 --               --
                                       -----------        -----------        -----------        ---------
Balances,  September 30, 2002          $ 4,436,648        $ 1,061,000        $(5,493,521)       $  15,596
                                       ===========        ===========        ===========        =========


Balances, June 30, 2003                $ 4,842,943        $ 2,697,339        $(7,097,383)       $ 171,533

Preferred shares issued in third
   quarter of 2003
        Debt conversion                    516,239           (867,339)                           (350,000)
Common shares issued in third
   quarter of 2003
        Cash                               199,800                 --                 --          200,000
        Debt conversion                    349,650                 --                 --          350,000
        Services                             8,913                 --                 --            8,938
        Subscriptions receivable                --            279,389                 --          279,389
Dividends                                       --                 --            (44,896)         (44,896)
Net loss for quarter ended
  September 30, 2003                            --                 --           (517,269)        (517,269)
                                       -----------        -----------        -----------        ---------
Balances,  September 30, 2003          $ 5,917,545        $ 2,109,389        $(7,659,548)       $  97,695
                                       ===========        ===========        ===========        =========
</TABLE>


<PAGE>

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

<TABLE>
<CAPTION>
                                                              2003           2002
                                                           ---------      ---------
<S>                                                        <C>            <C>
Cash Flows from Operating Activities
      Cash received from customers                         $  75,843      $  27,439
      Cash paid to suppliers and employees                  (453,748)      (382,964)
      Miscellaneous expense                                   (3,000)        (5,575)
      Interest income                                             56             52
      Interest expense                                       (41,273)       (41,299)
                                                           ---------      ---------

            Net Cash (Used) in Operating Activities         (422,122)      (402,347)

Cash Flows from Investing Activities
      Deposits                                                (5,480)            --
      Increase in notes receivable                                --        (17,000)
      Purchase of assets                                      (4,865)        (7,038)
      Proceeds/(payments) on advances                          2,890           (563)
                                                           ---------      ---------

            Net Cash Used by Investing Activities             (7,455)       (24,601)

Cash Flows from Financing Activities
      Proceeds from sale of common stock                         200             --
      Increase in additional paid in capital                 199,800             --
      Proceeds from notes payable                            345,000             --
      Payments on notes payable                             (100,000)       (25,512)
      Increase in stock subscription receivable                   --        500,000
                                                           ---------      ---------

            Net Cash Provided  by Financing Activities       445,000        474,488
                                                           ---------      ---------

            Net Increase in Cash and Cash Equivalents         15,423         47,540

Beginning Cash and Cash Equivalents                          (21,984)       (22,618)
                                                           ---------      ---------

Ending Cash and Cash Equivalents                           $  (6,561)     $  24,922
                                                           =========      =========
</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                                             $(517,269)       $(713,261)
       Adjustments to reconcile change in loss from operations to
             net cash  (used) by operating activities:
             Depreciation                                                   5,778            5,455
             Amortization                                                      --          170,338
             Loan inducement fees                                           8,937           20,500
             Stock issued for services                                         --          104,575
       (Increase) decrease in operating assets
             Accounts receivable                                            1,021            8,066
             Prepaid expenses                                              34,484          (12,460)
             Inventory                                                      9,846               37
             Interest receivable                                               --           (6,153)
       Increase (decrease) in operating liabilities
             Interest payable                                               6,962           17,537
             Deferred revenue                                                  --           (2,000)
             Accounts payable                                              28,119            5,019
                                                                        ---------        ---------
                  Net Cash  (Used) by Operating Activities              $(422,122)       $(402,347)
                                                                        =========        =========
</TABLE>

<PAGE>

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

      Unless the context otherwise requires, the terms "Desert Health",
"Company", "we", "us" and "our" in this Quarterly Report on Form 10-QSB refer to
Desert Health Products, Inc., an Arizona corporation.

      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, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. 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 Annual Report on Form 10-KSB, this or any other quarterly reports on
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 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


                                                                               3
<PAGE>

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.

      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

      We were incorporated in the state of Arizona on July 21, 1991 to provide
innovative supplements and health solutions to the global marketplace. We have
grown from the humblest of beginnings in the Arizona desert to a company with a
global vision to educate, assess and deliver nutritional products to a global
market place. The worldwide nutritional industry is one of the fastest growing
sectors of the global economy. We have a commitment to purity, quality,
research, information and support. We have global distribution capabilities and
offers a choice of turnkey or customized private label options. This combined
with professionally derived formulations enables us to offer products to fill
any market niche. On October 31, 2002, we 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 us.

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, we consider 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.


                                                                               4
<PAGE>

Deferred Revenue

      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. We generally recognize revenue upon shipment of our products in
accordance with the terms and conditions of firm orders placed with us by our
customers. The application of Staff Accounting Bulletin 101 did not have a
material affect on our 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

      We expense 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:


                                                                               5
<PAGE>

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

      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.


                                                                               6
<PAGE>

      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 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

      Three months ended September 30, 2003 and 2002.

      Revenues. Revenues for the three months ended September 30, 2003, were
$74,822, an increase of $55,449 or 286% from $19,373, for the three months ended
September 30, 2002. This increase was principally attributable to the increased
acceptance of our registrations in the foreign markets and to the first
deliveries of Wright Enterprises products to supermarket chains. We are
continuing our efforts to launch new distribution outlets in Europe, Asia and in
the domestic market.

      Operating Expenses. Operating expenses for the three months ended
September 30, 2003, were $467,854, which was a decrease of $162,966, or (26%) as
compared to $630,820, for the three months ended September 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 $517,269 for the three months ended September 30, 2003, as
compared to a net loss of $713,261 for the three months ended September 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 nine months ended
September 30, 2003. In addition, as of September 30, 2003, our current
liabilities exceeded our current assets by $1,526,998, as compared to $964,312
for the comparable three month period ended September 30, 2002 .

      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.

      In June 2003, we negotiated a $350,000 One Year Note and Loan Agreement.

      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


                                                                               7
<PAGE>

a combination thereof. The down turn in the capital market will substantially
impact our ability to sell 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. 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

Evaluation of Disclosure Controls and Procedures

      As of September 30, 2003, our Chief Executive Officer, or "CEO", and Chief
Financial Officer, or "CFO", performed an evaluation of the effectiveness and
the operation of our disclosure controls and procedures as defined in Rules 13a
- 15 (e) or 15d-15 (e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Based on that evaluation, the CEO and CFO concluded that
our disclosure controls and procedures were effective as of September 30, 2003.

Changes in Internal Controls

      There have been no changes in our internal control over financial
reporting identified in connection with the evaluation required by paragraph (d)
Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the quarter
ended September 30, 2003, that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.

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. We have successfully
satisfied the promissory note claims and we have filed a counterclaim against
Scott Christensen and that counterclaim remains pending.

ITEM 2. CHANGES IN SECURITIES

      None.

ITEM 3. DEFAULTS BY THE COMPANY UPON ITS SENIOR SECURITIES

      None.


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<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:

            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.


                                                                               9
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, 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                          November 14, 2003
     -------------------
     Johnny Shannon,
     President

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


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