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 March 31, 2005

                                       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 May 10, 2005: 15,463,821


                                                                               1
<PAGE>

        DESERT HEALTH PRODUCTS, INC. CONSOLIDATED STATEMENTS (Unaudited)

                                FORM 10QSB INDEX

<TABLE>
<S>                                                                                             <C>
PART 1. FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited):

      a.    Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004              F-1

      b.    Consolidated Statements of Operations                                               F-2

      c.    Consolidated Statements of Stockholders Deficit                                     F-3

      d.    Consolidated Statements of Cash Flow for the three months ended                     F-4
            March 31, 2005 and 2004

      e.    Notes to Unaudited Consolidated Financial Statements                                3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations   4

Item 3. Controls and Procedures                                                                 9

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                                       10

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds                              10

Item 3. Defaults by the Company Upon Its Senior Securities                                      10

Item 4. Submission of Matters to a Vote of Security Holders                                     11

Item 5. Other Information                                                                       11

Item 6. Exhibits                                                                                11

Signatures                                                                                      12
</TABLE>


                                                                               2
<PAGE>

                          DESERT HEALTH PRODUCTS, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                             March 31,      December 31
                                                                                2005            2004
                                                                            (Unaudited)       (Audited)
                                                                            ------------    ------------
                                               ASSETS
<S>                                                                         <C>             <C>
 Current Assets
         Cash and cash equivalents                                          $      2,052    $      2,135
         Accounts receivable, net                                                    175             175
         Inventory                                                                81,692          75,141
         Prepaids                                                                  7,500           7,500
         Funds held in trust                                                      44,656              --
                                                                            ------------    ------------
                Total Current Assets                                             136,075          84,951
                                                                            ------------    ------------

 Property and Equipment, net                                                      58,736          64,410
                                                                            ------------    ------------

 Other Assets
         Deferred financing costs                                                 77,207         129,122
         Intangible assets                                                         6,137              --
                                                                            ------------    ------------
                Total Other Assets                                                83,344         129,122
                                                                            ------------    ------------

                TOTAL ASSETS                                                $    278,155    $    278,483
                                                                            ============    ============

                               LIABILITIES AND STOCKHOLDERS' DEFICIT
 Current Liabilities
         Bank Overdraft                                                     $     25,556    $        809
         Accounts payable and accrued expenses                                   630,930         609,212
         Loan inducement fees payable                                             11,340          11,340
         Deferred revenue                                                         44,372          26,000
         Interest payable                                                        411,062         417,246
         Other deferred liability                                                142,500              --
         Dividends payable                                                       274,387         274,387
         Current portion of obligations payable                                2,121,466       1,935,193
                                                                            ------------    ------------
                Total Current Liabilities                                      3,661,613       3,274,187

 Long Term Liabilities
         Shares subject to mandatory redemption                                1,100,000       1,100,000
         Long term note payable, net of current portion                          225,000         225,000
                                                                            ------------    ------------

                TOTAL LIABILITIES                                              4,986,613       4,599,187
                                                                            ------------    ------------

 Commitments and Contingencies

 Stockholders' Deficit
         Preferred Stock, convertible, $.001 par value, 10,000,000 shares
         authorized and 3,359,125 and 1,708,500 shares issued and
         outstanding as of  March 31, 2005 and December 31, 2004,
         respectively                                                              3,360           3,360
          Common stock, $.001 par value, 25,000,000 shares authorized,
         16,213,821 and 15,663,821 issued; and 15,038,821 and
         15,238,821 outstanding as of March 31, 2005 and December 31,
         2004, respectively                                                       16,214          15,664
          Stock subscribed                                                       442,381         404,881
         Treasury stock, 1,175,000 shares at cost                               (333,750)       (191,250)
         Additional paid in capital                                            8,877,324       8,758,124
         Accumulated deficit                                                 (13,713,987)    (13,311,483)
                                                                            ------------    ------------

                TOTAL STOCKHOLDERS' DEFICIT                                   (4,708,458)     (4,320,704)
                                                                            ------------    ------------

                TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 $    278,155    $    278,483
                                                                            ============    ============
</TABLE>

         See accompanying notes to the consolidated financial statements


                                       F-1

<PAGE>

                          DESERT HEALTH PRODUCTS, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                          Three Months Ended March 31,

                                                 2005            2004
                                             ------------    ------------

Revenues, net                                $      3,826    $     46,535

Cost of Revenues                                    4,485          31,293
                                             ------------    ------------

    Gross Profit (Loss)                              (659)         15,242

Operating Expenses
    General and administrative                    232,492         913,856

                                             ------------    ------------
         Total operating expenses                 232,492         913,856
                                             ------------    ------------

    Net Loss From Operations                     (233,151)       (898,614)
                                             ------------    ------------

Other Income (Expense)
    Interest expense                             (169,353)        (62,749)
    Other expense                                      --          (1,835)
    Other income                                       --          14,249
    Interest income                                    --              37
                                             ------------    ------------
                                                 (169,353)        (50,298)
                                             ------------    ------------

Net Loss                                         (402,504)       (948,912)

    Preferred Stock Dividends                          --         (38,928)
                                             ------------    ------------

Net Loss Available to Common Shareholders    $   (402,504)   $   (987,840)
                                             ============    ============

Basic and Diluted Loss Per Share             $      (0.03)   $      (0.08)
                                             ============    ============

Weighted Average Common Shares Outstanding     15,112,710      13,136,019
                                             ============    ============

         See accompanying notes to the consolidated financial statements


                                       F-2

<PAGE>

                           DESERT HEALTH PRODUCTS, INC
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited)


<TABLE>
<CAPTION>
                                         Convertible Preferred Stock          Common Stock               Treasury Stock
                                        -----------------------------   -------------------------   -------------------------

                                          Shares           Par Value      Shares       Par Value      Shares         Cost
                                        -----------       -----------   -----------   -----------   -----------   -----------
<S>                                       <C>             <C>            <C>          <C>             <C>         <C>
Balances, December 31,  2004              3,359,125       $     3,360    15,663,821   $    15,664       425,000   $  (191,250)

 Shares canceled for the three months
    ended March 31, 2005:
           Loan inducement reversal                                                                     750,000      (142,500)
 Shares issued for the three months
    ended March 31, 2005:
           Loan inducement                       --                --       275,000           275            --            --
           Services and fees                     --                --       175,000           175            --            --
           Stock subscribed - issued             --                --       100,000           100            --            --
           Stock subscribed
 Net loss for the three months ended
    March 31, 2005                               --                --            --            --            --            --
                                        -----------       -----------   -----------   -----------   -----------   -----------
 Balances, March 31, 2005                 3,359,125       $     3,360    16,213,821   $    16,214     1,175,000   $  (333,750)
                                        ===========       ===========   ===========   ===========   ===========   ===========


<CAPTION>

                                          Additional
                                           paid-in          Stock        Accumulated     Total Equity
                                           Capital       Subscribed        Deficit         (Deficit)
                                        -------------   -------------   -------------    -------------
<S>                                     <C>             <C>             <C>              <C>
Balances,  December 31,  2004           $   8,758,124   $     404,881   $ (13,311,483)   $  (4,320,704)

 Shares canceled for the three months
    ended March 31, 2005:
           Loan inducement reversal                                                           (142,500)
 Shares issued for the three months
    ended March 31, 2005:
           Loan inducement                     51,975                              --           52,250
           Services and fees                   29,825              --              --           30,000
           Stock subscribed - issued           37,400         (37,500)             --               --
           Stock subscribed                                    75,000                           75,000
 Net loss for the three months ended
    March 31, 2005                                 --              --        (402,504)        (402,504)
                                        -------------   -------------   -------------    -------------
 Balances, March 31, 2005               $   8,877,324   $     442,381   $ (13,713,987)   $  (4,708,458)
                                        =============   =============   =============    =============
</TABLE>

         See accompanying notes to the consolidated financial statements


                                      F-3
<PAGE>

                           DESERT HEALTH PRODUCTS, INC
                CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)
                      For The Three Months Ended March 31,

<TABLE>
<CAPTION>
                                                                        2005         2004
                                                                     ---------    ---------
<S>                                                                  <C>          <C>
Cash Flows from Operating Activities
        Loss from operations                                         $(402,504)   $(987,840)
        Adjustments to reconcile change in loss from operations to
               net cash used by operating activities:
               Depreciation                                              5,674        4,688
               Loan inducement fees and financing costs                104,165      164,100
               Interest capitalized to note                             60,573           --
               Stock issued for services and fees                       30,000      239,985
               Bad debt expense                                          5,248           --
        (Increase) decrease in operating assets:
               Accounts receivable                                      (5,248)      17,061
               Inventory                                                (6,551)     (30,328)
               Funds held in trust                                     (44,656)          --
        Increase (decrease) in operating liabilities:
               Accounts payable                                         21,718       48,373
               Deferred revenue                                         18,372       (7,250)
               Bank overdraft                                           24,747           --
               Interest payable                                         (6,184)      26,732
                                                                     ---------    ---------

                    Net Cash Used by Operating Activities             (194,646)    (524,479)
                                                                     ---------    ---------
Cash Flows from Investing Activities
        Purchase of intangibles                                         (6,137)      (2,850)
        Payments on advances                                                --       (1,000)
        Deposits                                                                      1,250
                                                                     ---------    ---------

               Net Cash Used by Investing Activities                    (6,137)      (2,600)
                                                                     ---------    ---------

Cash Flows from Financing Activities
        Proceeds from notes payable                                    135,000      142,000
        Payments on notes payable                                       (9,300)     (25,000)
        Proceeds from sale of stock                                         --      185,000
        Stock subscribed                                                75,000      258,000
                                                                     ---------    ---------

               Net Cash Provided by Financing Activities               200,700      560,000
                                                                     ---------    ---------

               Net Decrease in Cash and Cash Equivalents                   (83)      32,921

Beginning Cash and Cash Equivalents                                      2,135       11,420
                                                                     ---------    ---------

Ending Cash and Cash Equivalents                                     $   2,052    $  44,341
                                                                     =========    =========


Non-cash financing and investing transactions
        Loan inducement fees and financing costs                     $  51,975    $ 164,100
        Treasury stock                                               $ 142,500
        Stock issued that was subscribed                             $  37,500    $      --
        Stock issued for compensation and services                   $  30,000    $ 239,985
</TABLE>

         See accompanying notes to the consolidated financial statements


                                       F-4
<PAGE>

Notes to Unaudited Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Basis of Presentation and Interim Consolidated Financial Statements

The accompanying unaudited condensed consolidated balance sheet as of March 31,
2005 and the related unaudited condensed consolidated statements of operations,
stockholders deficit and cash flows for the three months ended March 31, 2005
and 2004 of Desert Health Products, Inc., (the "Company", "we", "us" or "our")
presented herein have been prepared in accordance with accounting principles
("GAAP") generally accepted in the United States of America for interim
financial information and in accordance with the instructions to Form 10-QSB.
Accordingly, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. Accounting principles assume the
continuation of the Company as a going concern. The Company's auditors, in their
opinion on the financial statements for the year ended December 31, 2004,
expressed a concern about this uncertainty. The accompanying financial
statements do not include any adjustment that might arise from the outcome of
this assumption. In our opinion, the accompanying condensed consolidated
financial statements include all adjustments necessary for a fair presentation
of such condensed consolidated financial statements. Such necessary adjustments
consist of normal recurring items and the elimination of all significant
intercompany balances and transactions.

      These interim condensed consolidated financial statements should be read
in conjunction with the Company's December 31, 2004, Annual Report on Form
10-KSB. Interim results are not necessarily indicative of results for a full
year. Certain reclassifications have been made to conform prior period
financials to the presentation in the current reporting period. The
reclassifications had no effect on net loss.

      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
disclosure of contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.

Earnings (Loss) Per Share

Basic earnings (loss) per share (EPS) excludes dilution and is computed by
dividing net income (loss) by the weighted average number of shares outstanding.
Diluted EPS reflects potential dilution that would occur if securities or other
contracts to issue common stock were exercised or converted into common stock.
The following is the reconciliation of earnings per share:

                                          Three Months       Three Months
                                         Ended March 31,    Ended March 31,
                                               2005               2004
                                         ---------------    ---------------
Loss applicable to basic and diluted
  loss per share                          $    (402,504)     $    (987,840)
Weighted average number of common
  shares assuming no dilution                15,112,710         13,136,019
Weighted average number of common
  shares assuming full dilution              15,112,710         13,136,019
                                          -------------      -------------
Basic loss per common share               $       (0.03)     $       (0.08)
                                          =============      =============
Diluted loss per common share             $       (0.03)     $       (0.08)
                                          =============      =============


                                                                               3
<PAGE>

The impact of outstanding stock options, warrants, convertible preferred stock,
and common stock pledged as collateral for debt has not been included in the
computation of diluted loss per common share as it would be anti-dilutive
(reduces the loss per share). At March 31, 2005, the number of potential
dilutive shares of common stock would have been an estimated 9.5 million.

Stock Based Compensation

      The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and the related
interpretations in accounting for its employee stock options. Under APB 25,
because the exercise price of employee stock options equals or exceeds the
market price of the underlying stock on the date of grant, no compensation
expense is recorded. The Company has adopted the disclosure-only provision of
Statement of Financial accounting Standards No. 123., "Account for Stock Based
Compensation".

      The Company has no issuances of stock options or warrants for the periods
presented and, as such has no pro forma earnings per share presentation.

Inventory

      Inventory consists primarily of health food supplements and vitamin
products and are stated at the lower of cost (first-in, first-out) or market
value.

Note 2. New Financing

      During the first quarter of 2005 the Company obtained new short term
financing from an entity in the total amount of $135,000. Maturity date is May
31, 2005, with interest per annum of 7%. All of the $135,000 in new financing
has terms in which all interest and principal is due upon maturity. Additionally
in the first quarter we issued 275,000 shares of common stock valued at $52,250
to entities for extensions of existing loans.

Note 3. Deferred Liability

      During the first quarter of 2005, the Company cancelled 750,000 shares of
common stock which had been originally issued as loan inducements. The value of
the shares at the cancellation date, $142,500, is reflected as a deferred
liability until all related contingencies are resolved. The remaining amount is
reflected as treasury stock.

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 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 which have


                                                                               4
<PAGE>

been discussed in prior filings with the Securities and Exchange Commission
("SEC"). The following factors, among others, could cause actual results to
differ from those indicated in the forward-looking statements:

   o  The gain or loss of significant customers or significant changes in
      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;

   o  Changes in the average selling prices of our products; and

   o  The risk factors described in other documents and reports filed with the
      SEC, including our Annual Report on Form 10-KSB for the year ended
      December 31, 2004.

      Though we have attempted to identify 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 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.


                                                                               5
<PAGE>

      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
our 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.

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.

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.

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.

RESULTS OF OPERATIONS

      Three months ended March 31, 2005 and 2004.

      Revenues. Revenues for the three months ended March 31, 2005, were $3,826,
a decrease of $42,709 or 92% from $46,535, for the three months ended March 31,
2004. This decrease is primarily due to lack of sales activity in the first
quarter of 2005. The lack of sales was created by the result of a major investor
stopping funding. This funding was partially for support of Desert Health's
sales projects that were in place for the first quarter of 2005, and are now
being implemented for the second and third quarters of 2005.

      Gross Profit Margin. Gross profit was a negative $659 or (17%) for the
three months ended March 31, 2005, a decrease of $15,901 or 104% from $15,242 or
33% for the three months ended March 31, 2004. This decrease is primarily the
result of a lack of sales activity in the first quarter of 2005 to offset the
cost of samples.

      Operating Expenses. Operating expenses for the three months ended March
31, 2005, were $232,492, which was a decrease of $681,364 or 75% as compared to
$913,856, for the three months ended March 31, 2004. This decrease is primarily
the result of reductions in professional fees and decreased travel expenses.

      Interest Expense. Interest expense for the three months ended March 31,
2005, was $169,353, an increase of $106,604 or 170%, from $62,749 for the three
months ended March 31, 2004. This increase is primarily the result of increased
levels of debt and amortization of deferred financing costs and loan inducement
fees.


                                                                               6
<PAGE>

      Other Income. Other income for the three months ended March 31, 2005, was
$0, a decrease of $14,249 or 100%, from $14,249 for the three months ended March
31, 2004. This decrease is primarily due to no other income earned in the first
quarter of 2005.

      Net Loss. Net loss was $402,504 for the three months ended March 31, 2005,
as compared to a net loss of $987,840 for the three months ended March 31, 2004.
The decrease in net loss is primarily the result of the decrease in Operating
expenses explained above.

LIQUIDITY AND CAPITAL RESOURCES

      As indicated in our attached financial statements, our revenues were not
sufficient to meet our operating expenses for the three months ended March 31,
2005. In addition, as of March 31, 2005, our current liabilities exceeded our
current assets by $3,525,538.

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

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

      We are continuing to position ourselves in the lucrative North American
market. We believe that trademark and logo registrations under Class 5 filed in
Mexico and Canada will contribute to the presence of our products in the network
marketing, private label and branded label markets.

      Over the next 12 months, we intend to increase our revenues through the
strong support from our international and domestic clients and registrations
from various countries around the world are continuing to be approved.

      Sales of private labeled products for Wright's Sports and Nutrition Inc.,
have been established. Rayfield Wright, President of Wright's Sports and
Nutrition, was a star football player with the Dallas Cowboys, making five Super
Bowl and six Pro Bowl appearances. He was a candidate for the National
Professional Football Hall of Fame and has been inducted into the Ring of Honor
with the Dallas Cowboys. This product line focuses primarily on professional
athletes and aging baby boomers that associate themselves with professional
athletes and have similar needs for supplements. The area of Minority Health has
recently been a focal point. Mr. Wright is a prominent member of the Heroes of
Football, an organization currently in alliance with the National Minority
Health Month Foundation. Their objective is to build awareness and to
disseminate information about the impact of chronic health disparities.

      EIC, Inc. (Engaged In Caring) , a Scottsdale, Arizona based company, has
the exclusive rights to market its private label Skin Care Naturally Foot Care
system to the Native American communities in the United States. This product was
designed exclusively to treat the dry skin and other conditions often associated
with diabetes. The epidemic of diabetes related complications is the primary
focus of directing this skin care system to the Native American Diabetes
treatment centers. Additionally, EIC has begun


                                                                               7
<PAGE>

marketing this product to the spa industry. The Phoenician Resort in Scottsdale,
Arizona is featuring this product in its spa as a therapeutic herbal treatment.

      Joanne Cavanagh, H.N.T., A.H.G., National Director of Sales, is on our
staff as an on-site nutrition therapist. Ms. Cavanagh has certifications in the
fields of Nutrition, Supplements, Stress Management, Nutrition Therapies, Weight
Management and Western Herbalism. Ms. Cavanagh provides insight into special
formulations and developments in the natural products industry. The ability to
provide education and information to both the wholesale and retail divisions has
increased our potential to penetrate numerous markets.

      Ms. Cavanagh is establishing private label customers and is developing
signature lines for these clients. The ability to provide exclusive, specific
information and product training has propelled private label customers to begin
to set their sales and marketing strategies in place. We believe the development
of private label customers will aid in sales growth.

      A fast growing segment of the over fifty billion dollar U.S. nutritional
supplement market is being reached through the use of infomercials. Thus, we
have entered into a joint venture to participate in this form of marketing with
our new Celadrin Pain Management System, our Foot Care skin care system, and our
doctor tested and approved anti-aging products. These items are also being
offered to private label customers.

      During 2005, we are continuing to develop Royal Products, Inc., a wholly
owned subsidiary, which promotes sales in the network marketing arena. Interest
in this form of product sales is increasing as can be seen by the success of
major network marketing companies such as Forever Living, Herbalife, Shaklee and
others.

      There is increasing interest in our product lines from the international
markets. We have orders from our Middle East and United Kingdom customers and
have renewed the lease for the coming year at our office in Beijing, China, and
we are also becoming more aggressive in the domestic market.

      Management believes the implementation of events as described above will
bring liquidity and profitability to the Company in the coming year. We believe
exclusive marketing rights to the new health products, and other products being
negotiated for, will bring significant volume and profitability.

      We will increase the number of our employees, and expand our facilities
where necessary to meet product development and completion deadlines. We believe
that existing capital and anticipated funds from operations will not be
sufficient to sustain operations and planned expansion in the next 12 months.
Consequently, we will be required to seek additional capital in the future to
fund growth and expansion through additional equity or debt financing or credit
facilities. Considering the state of market conditions, no assurance can be made
that such financing would be available, and if available it may take either the
form of debt, equity, or a combination thereof. A 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
that of our shareholders.

Recent Developments

      In March 2005, we received an order from one of our major customers for
$76,400. The order is expected be fulfilled by end of May 2005. This customer
has advised us that their market is expanding and they intend to add three to
five new products from our product lines within the next two years.

      On May 3, 2005, we issued a press release announcing that we have entered
into an agreement with Wilkerson Creative, Inc., a producer of Direct Response
Radio, TV Commercials and Infomercials. Wilkerson Creative, Inc., has agreed to
create direct response radio and television commercials as well as radio and
television infomercials and to enter into arrangements with entities to cause
such commercials


                                                                               8
<PAGE>

and infomercials to be aired. Additionally, we believe that Wilkerson Creative,
Inc. will provide the necessary talent to contribute to the success of these
projects.

      The first of three infomercials scheduled for airtime will focus on Desert
Health's Celadrin(R)-based pain and joint support products. With recent
disclosures by the FDA concerning some pharmaceutical medications for arthritis
and pain relief either being removed from the market, or warnings being posted,
this natural pain relief product is being released in timely fashion. Over 70
million individuals in the U.S. have arthritis. The Arthritis Foundation reports
that arthritis is the leading disability of Americans, resulting in over 39
million medical visits per year and $65 billion dollars annually in medical
expenses and lost wages.

      The second scheduled set of media attention through Wilkerson Creative,
Inc., will concentrate on Desert Health's Anti-Aging Cream. Clinical studies
conducted by dermatologist, Dr. Eugene Conte, concluded that patients responded
to treatment with remarkable skin improvement and consumer approval. The last
set of media scheduled for completion by Wilkerson Creative, Inc., will focus on
Desert Health's Foot and Body Care system. This skin care system was designed
specifically to treat the dry skin and other conditions often associated with
diabetes. Unlike most exfoliation processes, this system is non-irritating, yet
highly effective .The following actions apply to this skin care system:
Cleanser; Incredible exfoliant; Antixoidant; Enhances natural skin repair;
Potent invigorator; Fantastic moisturizer.

      On May 4, 2005 we issued a press release announcing that Rayfield Wright,
President and CEO of Wright's Sports and Nutrition, LLC, attended the Minority
Health Month's summit on health disparities on April 26-27, 2005, in Washington,
D.C. The National Minority Health Month Foundation, Inc. (NMHMF) was established
to support the implementation of integrated solutions to the problem of minority
population health disparities.

      Former football legends, Charlie Taylor, Mel Renfro, Abner Haynes, Sr.,
and Rayfield Wright, along with other prominent members of the Heroes of
Football, Inc., are in alliance with the NMHMF to tackle the prevalence of
chronic diseases among communities around the country. The organization of
former football players will collaborate with the Foundation to implement
campaigns, which will include health screenings and health fairs, to address
illnesses like diabetes, cancer and cardiovascular disease.

      Rayfield Wright continues to be a supportive member of the quest for
optimal health through Wright's Sports and Nutrition's line of natural health
supplements. These supplement and skin care lines were designed and formulated
exclusively by Desert Health Products, Inc., for Wright's Sports and Nutrition,
LLC.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

      As of March 31, 2005, 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 March 31, 2005.

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


                                                                               9
<PAGE>

that occurred during the quarter ended March 31, 2005, 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

      William Carter and Jewel Lorentzen filed a complaint in Maricopa County
Superior Court in the State of Arizona against the Company April 7, 2005,
alleging non-payment of loans in the amount of $50,000 and seeking payment of
principal and interest.

      February 22, 2005, the Company filed suit in the Maricopa County Superior
Court of the State of Arizona against ParTrusT "Beheer" B.V., a foreign business
entity, for Breach of Contract, Breach of covenant, based on a three year loan
agreement for $500,000, of which only $225,000 has been funded. ParTrusT has
filed a counterclaim. Its prayer for relief does not contain specific dollar
amounts.

      Please see our Annual Report filed on Form 10-KSB for the period ended
December 31, 2004, for discussion of pending legal proceedings.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, 2005, the following shares of common and
preferred stock were issued:

On January 14, 2005, 25,000 shares of common stock were issued to an entity for
consulting services, with a value of $4,500.

On January 28, 2005, 275,000 shares of common stock were issued to two entities
as loan inducements for loan extensions, with a value of $52,250.

On January 28, 2005, 100,000 shares of common stock were issued to a director of
the Company as reimbursement for issuing 100,000 shares of free trading common
stock to a sophisticated investor as a loan inducement.

On February 2, 2005, 750,000 shares of common stock that had been issued to
three foreign entities as loan inducements, with a value of $142,500, were
cancelled because of breach of contract.

On February 15, 2005, 150,000 shares of common stock with a value of $25,500
were issued to an entity as consideration for services

      The shares of common stock were offered and sold to the consultants in a
private placement transaction made in reliance upon exemptions from registration
pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506
promulgated thereunder. No advertising or general solicitation was employed in
offering the securities. The offerings and sales were made to a limited number
of persons, all of whom were accredited investors, business associates of our
company or executive officers of the Company, and transfer was restricted by our
company in accordance with the requirements of the Securities Act of 1933.

ITEM 3. DEFAULTS BY THE COMPANY UPON ITS SENIOR SECURITIES

      None.


                                                                              10
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

ITEM 5. OTHER INFORMATION

      None.

ITEM 6. EXHIBITS

      (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


                                                                              11
<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                          May 16, 2005
     -------------------
     Johnny Shannon,
     President


By:  /s/ Johnny Shannon                          May 16, 2005
     -------------------
     Johnny Shannon,
     Chief Financial Officer


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