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 quarterly period ended June 30, 2002    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, 2002, there were 9,446,321 Shares of common stock outstanding.

<PAGE>

PART 1. FINANCIAL INFORMATION

      ITEM 1. FINANCIAL STATEMENTS

<PAGE>

                          DESERT HEALTH PRODUCTS, INC.
                                  BALANCE SHEET
                                 June 30, 2002

                                     ASSETS
Current Assets
      Cash                                                          $       567
      Accounts receivable                                                37,893
      Notes receivable                                                  585,118
      Interest receivable                                                93,357
      Inventory                                                         129,465
      Advances                                                            1,937
      Prepaid expenses                                                   54,905
                                                                    -----------
            Total Current Assets                                        903,242

Property and Equipment, net                                             108,915

Other Assets
      Intangibles, net                                                1,357,931
      Deposits                                                           10,000
                                                                    -----------
                                                                      1,367,931
                                                                    -----------

                                                                    $ 2,380,088
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
      Checks issued in excess of cash balance                       $    23,185
      Accounts payable and accrued expenses                             246,389
      Deferred revenue                                                   65,000
      Interest payable                                                  240,331
      Current portion of obligations payable                          1,310,718
                                                                    -----------
            Total Current Liabilities                                 1,885,623

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

Stockholders' Equity
      Preferred Stock, $.001 par value, 10,000,000 shares
         authorized and 1,358,500 shares issued and outstanding           1,358
      Common stock, $.001 par value, 25,000,000 shares
         authorized and 9,446,321 issued and outstanding                  9,446
      Subscriptions receivable                                          561,000
      Additional paid in capital in excess of par value               4,312,238
      Accumulated deficit                                            (4,780,260)
                                                                    -----------
                                                                        103,782
                                                                    -----------

                                                                    $ 2,380,088
                                                                    ===========
<PAGE>

                           DESERT HEALTH PRODUCTS, INC
                 STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                           Quarter Ended June 30, 2002

Revenue, net                                                        $    33,062

Cost of Sales                                                            19,637
                                                                    -----------
     Gross Profit                                                        13,425

Operating Expenses                                                      486,872
                                                                    -----------

     Loss from operations                                              (473,447)

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

Net Loss                                                               (570,259)

     Beginning accumulated deficit                                   (4,236,736)

     Prior period adjustment                                             26,735
                                                                    -----------

     Ending accumulated deficit                                     $(4,780,260)
                                                                    ===========

(Loss) Per Common Share                                             $   (0.0604)
                                                                    ===========

<PAGE>

                          DESERT HEALTH PRODUCTS, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                           Quarter Ended June 30, 2002

<TABLE>
<CAPTION>
                                      Common Stock        Preferred Stock
                                 --------------------  ---------------------  Additional     Stock
                                            Par Value              Par Value   paid-in    subscription    Accumulated
                                  Shares    $.001 sh    Shares     $.001 sh    Capital     receivable        Deficit       Total
                                 ---------  ---------  ---------   ---------  ----------  ------------    -----------    ---------
<S>                              <C>         <C>       <C>           <C>      <C>            <C>          <C>            <C>
Balances, March 31, 2002         9,201,321   $ 9,201   1,358,500     $1,358   $4,268,383     $461,000     $(4,236,736)   $ 503,206

Common shares issued in second
    quarter of 2002
        Services                   195,000       195          --         --       34,905           --              --       35,100
        Loan inducement fees        50,000        50          --         --        8,950           --              --        9,000
        Subscription receivable         --        --          --         --           --      100,000              --      100,000
Net loss for quarter ended
  June 30, 2002                         --        --          --         --           --           --        (570,259)    (570,259)
Prior period adjustment                                                                                        26,735       26,735
                                 ---------   -------   ---------     ------   ----------     --------     -----------    ---------
Balances, June 30, 2002          9,446,321   $ 9,446   1,358,500     $1,358   $4,312,238     $561,000     $(4,780,260)   $ 103,782
                                 =========   =======   =========     ======   ==========     ========     ===========    =========
</TABLE>

<PAGE>

                          DESERT HEALTH PRODUCTS, INC.
                             STATEMENT OF CASH FLOWS
                           Quarter Ended June 30, 2002

Cash Flows from Operating Activities
         Cash received from customers                                 $  15,597
         Cash paid to suppliers and employees                          (300,869)
         Interest expense                                               (24,429)
                                                                      ---------

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

Cash Flows from Investing Activities
         Purchase of assets                                              (1,886)
                                                                      ---------

              Net Cash (Used) by Investing Activities                    (1,886)

Cash Flows from Financing Activities
         Increase in stock subscription receivable                      100,000
         Increase in loans                                              186,400
                                                                      ---------

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

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

Beginning Cash and Cash Equivalents                                       2,569
                                                                      ---------

Ending Cash and Cash Equivalents                                      $ (22,618)
                                                                      =========

Reconciliation of Changes in Net Operations to Net Cash Used
     by Operating Activities:
         Loss from operations                                         $(570,259)
         Adjustments to reconcile change in loss from operations to
              net cash (used) by operating activities:
              Depreciation                                                5,445
              Amortization                                              170,087
              Relinquishment of debt                                    (10,831)
              Loan inducement fees                                        9,000
              Stock issued for services                                  35,100
         (Increase) decrease in operating assets
              Accounts receivable                                       (17,465)
              Inventory                                                  (2,905)
              Interest receivable                                       (15,517)
              Advance                                                      (266)
         Increase (decrease) in operating liabilities
              Interest payable                                           82,957
              Deferred revenue                                           25,000
              Accounts payable                                          (20,047)
                                                                      ---------

                   Net Cash  (Used) by Operating Activities           $(309,701)
                                                                      =========

<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 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

      The Company's Form 10KSB, the Company's Annual Report to Shareholders,
this or any other Form 10QSB of the Company or any other written or oral
statements made by or on behalf of the Company may include forward-looking
statements which reflect the Company's 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.

      The Company wishes to caution investors that any forward-looking
statements made by or on behalf of the Company 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 by the Company). Though the Company has attempted to list
comprehensively these important factors, the Company wishes to caution investors
that other factors could in the future prove to be important in affecting the
Company's 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 the Company's views as of the
date the statement was made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

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;

      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:

<PAGE>

      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 for any
reason.

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

      To grow our business successfully and 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 twelve 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 rights, preferences or privileges
senior to those of existing stockholders. Additional financing might not be

<PAGE>

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.

Overview

      Desert Health Products, Inc., an Arizona corporation, ("the Company") was
formed in 1991. The Company is engaged in the packaging, sale and distribution
of branded and store brand (private label) vitamins, nutritional supplements,
skin care and animal care products. Desert Health has focused its marketing and
registration efforts primarily in the foreign marketplace. This is a very time
consuming and expensive project, but the nutriceutical 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.

      Desert Health markets 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. The
Company has traditionally outsourced its raw materials manufacturing.

      On January 26, 2000, pursuant to an Acquisition Agreement and Plan of
Merger entered into by and between Desert Health Products, Inc., and
Intercontinental Capital Fund, Inc., (Intercontinental) a Nevada Corporation, (a
company subject to the reporting requirements of the Securities and Exchange Act
of 1934) 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 Capital Fund, Inc.

RESULTS OF OPERATIONS

      Three months ended June 30, 2002.

      Revenues. Revenues for the three months ended June 30, 2002, were $33,062,
an increase of $5,229, or18.7% from $27,833, for the three months ended June 30,
2001. This increase was principally attributable to the Company's continuing
efforts in 2002 in establishing distribution outlets in Europe, Asia and in the
Domestic market. Additionally, the Company is continuing its efforts to
counteract the impact of the events on September 11, 2001, on the international
and domestic markets.

      Operating Expenses. Operating expenses for the three months ended June 30,
2002, were $486,872, which was a decrease of $100,682, or 17% as compared to
$587,554, for the three months ended June 30, 2001. This decrease was primarily
the result of reductions in amounts paid to officers and other cost saving
measures being implemented by the Company.

      Net loss for the Company was $570,259 for the three months ended June 30,
2002, as compared to a net loss of $373,100 for the three months ended June 30,
2001

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 June 30, 2002. In addition, as of June 30, 2002, the Company's
current liabilities exceeded its current assets by $982,381, as compared to
$943,583 for the comparable three-month period ended June 30, 2001. Those
factors create an uncertainty regarding the Company's ability to continue as a
going concern. Management believes agreements being negotiated subsequent to end
of quarter, June 30, 2002, and new product orders as product registrations in
foreign countries are completed, will provide the Company with additional cash
and liquidity to sustain operations.

<PAGE>

      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, China and North America, 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 and preferred
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. 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, equity, or a combination thereof.
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 requirements. In either case, the financing could have a negative
impact on the financial condition of the Company and its Shareholders.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

      On May 9, 2002, the Company brought suit against GHC Associates, Inc., an
Arizona-based distributor of a skin care system marketed for use by diabetes
sufferers. The complaint, filed with the United States District Court in Phoenix
Arizona, alleges that the defendant's marketing and packaging of its product
violates the Company's rights under the Federal Lanham Trademark Act. The
Complaint seeks an accounting, the impoundment of infringing materials, and
unspecified monetary damages.

ITEM 2. Changes in Securities

      None

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

      None

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

      None

ITEM 5. Other Information

      In July 2002, the Company reached a preliminary agreement to reduce
approximately $774,000 of its debt through the issuance of 900,000 shares of
Preferred Stock. The debt was originally loaned to the Company in 2000 and 2001
and bore an interest rate of 15% APR. The Company expects to complete the
transaction during the third quarter of 2002.

      In July 2002, The Company appointed Rayfield Wright head of The Company's
Sports Nutrition and Sports Skin Care Product Lines. Mr. Wright is a
thirteen-year veteran of the legendary Dallas Cowboys. Mr. Wright displayed his
leadership abilities as one of the offensive captains for seven years, five of
which led to the Super Bowl and two World Championships. Mr. Wright is
professionally known in the sports field and also in business, financial, and
management development sectors.

<PAGE>

      Since retirement from professional football in 1980, Mr. Wright has
enjoyed success in Sales, Marketing, Insurance and especially working with
Inter-City and At Risk Students. Mr. Wright is one of the founders of
Kids-4-Tomorrow, a non-profit organization of professional athletes that work in
the schools with children from kindergarten through the 12th grade.

ITEM 6. Exhibits and Reports of Form 8-K

      (a)   Exhibits

                  None

      (b)   Reports on Form 8-K

                  During the quarter ended June 30, 2002, the Company did not
                  file any reports on Form 8-K.

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


By: /s/ Johnny Shannon
    -----------------------
    Johnny Shannon
    Chief Financial Officer

Date: August 14, 2002

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Desert Health Products, Inc., (the
"Company") on Form 10-Q for the period ended June 30, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), each of
the undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

      1.    The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      2.    The information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operation
            of the Company.


/s/ Johnny Shannon             August 14, 2002
----------------------------------------------
Johnny Shannon                      Date
President
Chief Financial Officer