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


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

For the quarter ended June 30, 2001         Commission file number    000-27931


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


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

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


                                 (480) 951-1941
               Registrant's telephone number, including area code


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

                                Yes __x__ No ___

As of June 30, 2001, there were 8,280,321 shares of common stock outstanding.




<PAGE>


                                      INDEX

                          DESERT HEALTH PRODUCTS, INC.
                              FOR THE QUARTER ENDED
                                  JUNE 30, 2001


PART 1 - FINANCIAL INFORMATION                                          Page No.

Item 1.  Financial Statements

         Balance Sheet                                                   3

         Statement of Operations                                         4

         Statement of Cash Flow                                          5

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


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                              11

Item 2.  Changes in Securities                                          11

Item 3.  Defaults by the Company upon its
         Senior Securities                                              11

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

Item 5.  Other Information

Item 6.  Exhibits and Reports of Form 8-K                               11

SIGNATURES                                                              12




                                        2

<PAGE>

                          DESERT HEALTH PRODUCTS, INC.
                                  BALANCE SHEET
                                 June 30, 2001


                                     ASSETS

Current Assets
      Cash                                                          $    (2,339)
      Interest receivable                                                45,000
      Note receivable                                                   298,268
      Inventory                                                         145,421
      Prepaid expenses                                                   25,734
                                                                    -----------
           Total Current Assets                                         512,084

Property and Equipment
      Furniture and equipment, net                                      123,993
                                                                    -----------
                                                                        123,993
Other Assets
      Intangibles                                                     1,732,093
      Deposits                                                           10,000
                                                                    -----------
                                                                      1,742,093
                                                                    -----------

                                                                    $ 2,378,170
                                                                    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
      Accounts payable                                              $   218,548
      Deferred Revenue                                                   90,201
      Interest payable                                                   35,200
      Loans payable                                                   1,111,718
                                                                    -----------
           Total Current Liabilities                                  1,455,667

Stockholders' Equity
      Preferred Stock, $.001 par value, 10,000,000 shares
         authorized and 1,354,000 shares issued and outstanding           1,354
      Common stock, $.001 par value, 25,000,.000 shares
         authorized and 8,280,321 issued and outstanding                  8,280
      Subscriptions receivable                                          101,000
      Additional paid in capital in excess of par value               3,802,014
      Accumulated deficit                                            (2,990,145)
                                                                    -----------
                                                                        922,503
                                                                    -----------
                                                                    $ 2,378,170
                                                                    ===========


                                        3
<PAGE>

                           DESERT HEALTH PRODUCTS, INC
                 STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                           Quarter Ended June 30, 2001

Revenue                                                             $    27,833

Cost of sales                                                            23,098
                                                                    -----------
    Gross Profit                                                          4,735

Operating Expenses                                                      587,554
                                                                    -----------

    Loss from operations                                               (582,819)

Other income (expense)
    Interest expense                                                     (6,281)
    Foregiveness of debt                                                100,000
    Sale of exclusive marketing rights                                  100,000
    Miscellaneous income                                                 16,000
                                                                    -----------
                                                                        209,719
                                                                    -----------

    Net Loss                                                           (373,100)

    Beginning accumulated deficit                                    (2,558,504)

    Prior period adjustment                                             (58,541)
                                                                    -----------

    Ending accumulated deficit                                      $(2,990,145)
                                                                    ===========

    Earnings per common share                                       $     (0.05)
                                                                    ===========


               See accompanying notes to the financial statements

                                        4
<PAGE>

                          DESERT HEALTH PRODUCTS, INC.
                             STATEMENT OF CASH FLOWS
                           Quarter Ended June 30, 2001


Cash Flows from Operating Activities
        Cash received from customers                                  $  27,833
        Interest income                                                      --
        Miscellaneous income                                             16,000
        Cash paid to suppliers and employees                           (413,791)
        Interest expense                                                 (6,281)
                                                                      ---------

             Net Cash Provided (Used) by Operating Activities          (376,239)

Cash Flows from Investing Activities
        Purchase of furniture and equipment                             (21,080)
        Purchase of intangibles                                          13,909
        Increase in notes receivable                                    140,648
                                                                      ---------

             Net Cash Provided (Used) by Investing Activities           133,477

Cash Flows from Financing Activities
        Issuance of  stock                                                  167
        Increase in additional paid in capital                           71,812
        Increase in loans                                               146,522
                                                                      ---------
             Net Cash Provided (Used) by Financing Activities           218,501

             Net Increase (Decrease) in Cash and Cash Equivalents       (24,261)

Beginning Cash and Cash Equivalents                                      21,922
                                                                      ---------

Ending Cash and Cash Equivalents                                      $  (2,339)
                                                                      =========

                                        5
<PAGE>

                          DESERT HEALTH PRODUCTS, INC.
                      STATEMENTS OF CASH FLOWS - continued
                           Quarter Ended June 30, 2001


Reconciliation of Changes in Net Operations to Net Cash Used
     by Operating Activities:
        Income from operations                                        $(373,100)
        Adjustments to reconcile change in loss from operations to
             net cash provided (used) by operating activities:
             Depreciation                                                 5,051
             Amortization                                               159,281
             Trade-out for services                                    (208,543)
        (Increase) decrease in operating assets
             Inventory                                                  (11,348)
             Deposits                                                    50,000
             Prepaid expenses                                           (25,000)
        Increase (decrease) in operating liabilities
             Accounts payable                                            55,514
             Deferred revenue                                           (28,095)

                  Net Cash Provided (Used) by Operating Activities    $(376,239)
                                                                      =========

        Non Cash Transactions
             Foregiveness of debt                                      $100,000
             Purchase of intangibles                                    250,000


                                        6
<PAGE>


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

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

RISK FACTORS AND CAUTIONARY STATEMENTS

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

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

                                    Overview

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

Results of Operations

     Three months ended June 30, 2001.

Revenues.

     Revenues for the three months ended June 30, 2001 were $27,833, a decrease
of $57,647 or 65% from $85480 for the three months ended March 31, 2001. This
decrease was principally attributable to our largest customer decreasing
purchases in the second quarter of 2001. The company will continue its efforts
in 2001 in establishing distribution outlets in Europe and Asia.



                                        7
<PAGE>

Operating Expenses.

     Operating expenses for the three months ended June 30, 2001 were $587,554
which was an increase of $32,255 or 6% over the $555,299 for the three months
ended March 31, 2001. This increase was primarily the result of increased
amortization of certain intangible assts.

     Net loss for the Company was $373,100 for the three months ended June 30,
2001 as compared to a net loss of $267,878 for the three months ended March 31,
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, 2001. In addition, as of June 30, 2001, the Company's
current liabilities exceeded its current assets by $943,583. Those factors
create an uncertainty regarding the Company's ability to continue as a going
concern. Management believes agreements entered into subsequent to year end
December 31, 2000 such as the Par Trust agreement, will provide the Company with
additional cash and liquidity to sustain operations.

     The receipt of funds to the Company from Private Placement Offerings and
loans obtained through private sources are anticipated to offset the near term
cash requirements of the Company. Since inception, the Company has financed its
cash flow requirements through debt financing issuance of common stock for cash
and services, and minimal cash balances. As the Company continues its marketing
activities in Europe and China, it may continue to experience net negative cash
flows from operations, pending receipt of sales revenues, and will be required
to obtain additional financing to fund operations through common stock offerings
and bank borrowings to the extent necessary to provide its working capital.

     Over the next twelve months, the Company intends to increase its revenues
by releasing new products under development to its target markets. However, the
Company will continue to increase the number of its employees, and expand its
facilities where necessary to meet product development and completion deadlines.
The Company believes that existing capital and anticipated funds from operations
will not be sufficient to sustain operations and planned expansion in the next
twelve months. Consequently, the Company will be required to seek additional
capital in the future to fund growth and expansion through additional equity or
debt financing or credit facilities. Considering the state of market conditions,
no assurance can be made that such financing would be available, and if
available may take either the form of debt or equity. The down turn in the
capital market will substantially impact the Company's ability to sell
securities in planned amounts and in turn its ability to meet its capital
requirement. In either case, the financing could have a negative impact on the
financial condition of the Company and its Shareholders.



                                        8
<PAGE>

Recent Developments and Trends:

o    International Launch of Dr. Harris' Original Diabetic Feet(TM) product at
     Expo Europe 2001 in Amsterdam June 2001

o    USA/Canada Launch of Dr. Harris' Original Diabetic Feet(TM) product at
     American Diabetic Association national annual convention in Philadelphia PA
     in June 2001. Samples of product shipped to 141 prospective
     distributors/customers/retailers/clinics/doctors/nurses. The Company is
     exhibiting this product at the American Association of Diabetes Educators
     (AADE) 28th Annual Meeting and Exhibition, August 15-19, 2001, at the
     Kentucky International Convention Center in Louisville, Kentucky.

o    A Business plan designed for marketing of Dr. Harris' Original Diabetic
     Feet(TM) for the USA/Canada market has been developed.

     The Company met with the Director of the American Diabetic Association in
     ten Western states. They have agreed to endorse our product, Dr. Harris'
     Original Diabetic Feet(TM) and the Company is allowed to attach "Sponsored
     by the ADA" to the product. It is being arranged for the Company to attend
     dozens of Diabetic Events as a Sponsor.

     The Company has entered into preliminary discussions with a new Wellness
     Center Project in San Antonio to provide special products exclusively for
     their Wellness Programs and for resale.

o    The Company obtained final registration of Desert Health's products in
     Egypt resulting in a test order with a Letter of Credit in the amount of
     USD $32,000.

o    A Hepatitis C and Prostate product have been tested and are ready for
     marketing under the guidance of advisory board members Dr. Henry Han,
     Master Herbalist and Glenn Miller, M.D.

o    The Company exhibited at the Expo Europe 2001 trade show in Amsterdam in
     June 2001. Companies in Finland, Holland, Australia, Albania, France, Hong
     Kong, etc. expressed interest in existing products as well as the new Dr.
     Harris' Original Diabetic Feet(TM) product. Albania has already completed
     registration for Snore Relief(TM).

o    The Company has established the foundation of a sales staff for the
     launching of the Company's new products.

     Roger Bowman has been appointed Executive Sales Director reporting directly
     to the CEO, Johnny Shannon. Mr. Bowman has extensive sales and marketing
     experience operating his own design and sales agency business from New
     York, Milan, Italy and Los Angeles. His duty is to build a sales
     organization, set sales



                                        9
<PAGE>

     goals, follow salesmen productivity, set sales policy, and develop customer
     service, etc. Independent sales representatives in place are:

1.   Nicholas M. Simak

2.   Stephen L. Kuehn

3.   Scott Christensen

4.   Baard Lindvaag

5.   Ashraf Sharoni

6.   Joanne Cavanagh

Joanne Cavanagh has been named Sales Manager for Dr. Harris' Original Diabetic
Feet(TM) and reports directly to Bowman.

o    Discussions are underway with individuals to represent Desert Health's
     products in the Japanese market.

o    Desert Health Products, Inc., Beijing China Office is licensed to operate
     with approval of the Chinese Government, including tax and registrations.
     The first project of that Office involves the Company's brokering a newly
     developed freeze-dried Aloe Vera product that does not form bacteria in
     long-distance shipping. This product is the base in a 7-flavored Aloe Vera
     beverage drink that is desired in China and could not be properly
     manufactured until the advent of this freeze-dried Aloe.

     The Company will earn a royalty for brokering this arrangement between the
     Aloe Vera producer and the Chinese drink manufacturer. The Company's
     royalty is $.06 per can. The opening test-order in August 2001 for the
     project involves 350,000 cans. The projected sales are 1,000,000 cans per
     quarter.

o    Third quarter sales should increase due to shipping of orders generated in
     the second quarter and sales of Dr. Harris' Original Diabetic Feet(TM) in
     Europe and to the US market. Additional sales are anticipated as
     Distributors contacted at the ExpoEurope 2001 trade show in Amsterdam
     complete their registration of the Company's products and begin ordering.

o    The projected launch of Dr. Han's all-natural product for prostate health
     in the third quarter should generate increased sales in the third and
     fourth quarters of 2001.




                                       10
<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

          None

Item 2. Changes in Securities

          None

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

          None

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

          None

Item 5. Other Information.

          None

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

          See exhibit table on Page E-1


                                       11
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


DESERT HEALTH PRODUCTS, INC.
(Registrant)



By: _________________________
         Johnny Shannon
         President




By: _________________________
         Johnny Shannon
         Chief Financial Officer

Date:    August 14, 2001


                                       12
<PAGE>


                                  EXHIBIT TABLE

<TABLE>
<CAPTION>
Exhibit Number                                                 Description
--------------                                                 -----------
<S>         <C>
(1)         N/A
(2)(1)      Acquisition Agreement and Plan of Merger with Intercontinental Capital Fund, Inc.
            (Incorporated Reference)
(3)(i)(2)   Articles of Incorporation
            (a)      Articles of Incorporation for Desert Health Products, Inc.
            (b)      Amended Articles of Incorporation for Desert Health Products, Inc.
(3)(ii)(2)  Bylaws
            (a)      Bylaws of Desert Health Products, Inc.
(4)(2)      Instruments defining the rights of security holders:
(4)(i)      (a)      Articles of Incorporation for Desert Health Products, Inc.
            (b)      Amended Articles of Incorporation for Desert Health Products, Inc.
            (c)      Bylaws of Desert Health Products, Inc.
(5)         N/A
(8)         N/A
(9)         N/A
(10)        Material Contracts
            (a)(3)   Separation and Distribution Agreement between Desert Health Products, Inc. and Royal
            Phoenix. (Incorporated by reference)
            (b)(2)   Product Marketing and Distribution Agreement between Desert Health Products, Inc. and
            GH Associates, Inc.
            (c)(2)   Agreement regarding Dr. Harris's Original Diabetic Feet Formula
            (d)(2)   Exclusive Distribution Agreement between Desert Health Products, Inc. and Silmarc
            Pharma s.r.l. in Italy
            (e)(2)   Product Marketing and Distribution Agreement between Desert Health Products, Inc. and
            Snore Formula Inc.
            (f)(2)   Modification of Contract between Desert Health Products, Inc. and Snore Formula Inc.
(11)        N/A
(13)        N/A
(15)        N/A
(16)        N/A
(17)        N/A
(18)        N/A
</TABLE>


                                       13
<PAGE>

(19)        N/A
(20)        N/A
(21)        N/A
(22)        N/A
(23)(2)     Consent of Desert Health's Auditor
(24)        N/A
(25)        N/A
(26)        N/A
(99)(2)     Cautionary Statement Regarding Forward-Looking Statements


----------
(1)  Filed in an 8-K on March 15, 2000

(2)  Filed in an 10-SKB on April 3, 2001

(3)  Filed in an 8-K on October 31, 2000



                                       14