UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington D. C. 20549

                                   ----------

                                   FORM 10-QSB

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


 For the quarter ended March 31, 2002           Commission File Number 000-28876

                      INTEGRATED HEALTH TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

                      Delaware                             22-2407475
           (State or other jurisdiction of              (I.R.S. Employer
           incorporation or organization)              Identification No.)

                  201 Route 22
               Hillside, New Jersey                                07205
         (Address of principal executive offices)               (Zip code)

Registrant's telephone number, including area code:           (973) 926-0816

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 and 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 |_|

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

        Class                                   Outstanding as of April 30, 2002
Common Stock, Par Value                                  6,228,720


<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

INDEX


Part I: Financial Information

Item 1: Consolidated Financial Statements

     Independent Auditor's Review Report ...............................   1

     Consolidated Balance Sheet as of March 31, 2002 [Unaudited] .......   2-3

     Consolidated Statements of Operations for the three and nine months
     ended March 31, 2002 and 2001 [Unaudited] .........................   4

     Consolidated Statement of Stockholders' Equity for the nine months
     ended March 31, 2002 [Unaudited] ..................................   5

     Consolidated Statements of Cash Flows for nine months ended
     March 31, 2002 and 2001 [Unaudited] ...............................   6-7

     Notes to Consolidated Financial Statements [Unaudited] ............   8-13

Item 2: Management's Discussion and Analysis of Financial Condition
        and Results of Operations ......................................   14-16

Part II: Other Information .............................................   17

Signature ..............................................................   18

<PAGE>


                     Independent Accountants' Review Report

We have reviewed the accompanying condensed consolidated balance sheet of
Integrated Health Technologies, Inc. and Subsidiaries (formerly Chem
International, Inc.) as of March 31, 2002, and the related condensed
consolidated statements of operations for the three and nine months ended and
the statements of cash flows and statement of stockholders' equity for the nine
months ended March 31, 2002. These condensed consolidated financial statements
are the responsibility of the company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.



                                             /s/ Amper, Politziner & Mattia P.A.


April 23, 2002


                                       1
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2002
[UNAUDITED]

Assets:
Current Assets:
   Cash and Cash Equivalents                                          $1,525,848
   Accounts Receivable - Net                                           1,630,348
   Deferred Income Taxes                                                  90,000
   Inventories                                                         3,110,004
   Due From NuCycle Therapy, Inc.                                         90,530
   Prepaid Expenses and Other Current Assets                             293,804
                                                                      ----------

   Total Current Assets                                                6,740,534
                                                                      ----------

Property and Equipment - Net                                           2,346,467
                                                                      ----------

Other Assets:
   Deferred Tax Asset                                                    115,000
   Security Deposits and Other Assets                                    135,813
                                                                      ----------

   Total Other Assets                                                    250,813
                                                                      ----------

   Total Assets                                                       $9,337,814
                                                                      ==========


See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>


INTEGRATED HEALTH TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2002
[UNAUDITED]

Liabilities and Stockholders' Equity:
Current Liabilities:
   Accounts Payable                                                 $ 1,549,695
   Notes Payable                                                          3,353
   Accrued Expenses and Other Current Liabilities                       156,451
   Federal and State Income Taxes Payable                               238,850
   Capital Lease Obligation                                              13,263
                                                                    -----------

   Total Current Liabilities                                          1,961,612
                                                                    -----------

Non-Current Liabilities:
   Capital Lease Obligation                                              13,761
                                                                    -----------

   Total Non-Current Liabilities                                         13,761
                                                                    -----------
Commitments and Contingencies [10]                                           --
                                                                    -----------

Stockholders' Equity:
   Preferred Stock - Authorized 1,000,000 Shares,
     $ .002 Par Value, No Shares Issued                                      --

   Common Stock - Authorized 25,000,000 Shares,
     $ .002 Par Value, 6,228,720 Shares Issued and Outstanding           12,457

   Additional Paid-in Capital                                         6,113,582

   Retained Earnings                                                  1,265,233
                                                                    -----------
                                                                      7,391,272
   Less Treasury Stock at cost, 25,800 shares                           (28,831)
                                                                    -----------

   Total Stockholders' Equity                                         7,362,441
                                                                    -----------

   Total Liabilities and Stockholders' Equity                       $ 9,337,814
                                                                    ===========


See accompanying notes to condensed consolidated financial statements.


                                       3


<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]


<TABLE>
<CAPTION>
                                            Three months ended              Nine months ended
                                                  March 31,                     March 31,
                                                  ---------                     ---------

                                             2002           2001            2002           2001
                                         -----------    -----------    ------------    -----------

<S>                                      <C>            <C>            <C>             <C>
Sales                                    $ 5,278,366    $ 4,255,484    $ 16,739,241    $ 9,747,573

Cost of Sales                              4,072,267      3,818,379      13,245,102      8,951,027
                                         -----------    -----------    ------------    -----------

Gross Profit                               1,206,099        437,105       3,494,139        796,546

Selling and Administrative Expenses          984,936        945,265       2,966,444      2,678,101
                                         -----------    -----------    ------------    -----------

Operating Income/[Loss]                      221,163       (508,160)        527,695     (1,881,555)
                                         -----------    -----------    ------------    -----------

Other Income [Expense]:
Administrative Fee Income                     70,994         68,000         233,050        118,000
Consulting Fee Income                         12,000             --          36,000             --
(Loss) on Sale of Fixed Assets                    --        (14,817)             --        (14,817)
Gain on Settlement of Lawsuit                     --             --       1,157,960             --
Partnership Income                                --          8,765              --          8,765
Interest Expense                              (1,860)       (19,843)        (41,584)       (68,090)
Interest and Investment Income                 3,666             46          13,482         18,491
                                         -----------    -----------    ------------    -----------

Total Other Income [Expense]                  84,800         42,151       1,398,908         62,349
                                         -----------    -----------    ------------    -----------

Income [Loss] Before Income Taxes            305,963       (466,009)      1,926,603     (1,819,206)

Federal and State Income Tax [Benefit]       164,650       (151,968)        755,892       (557.683)
                                         -----------    -----------    ------------    -----------

Net Income [Loss]                        $   141,313    $  (314,041)   $  1,170,711    $(1,261,523)
                                         ===========    ===========    ============    ===========

Net Income [Loss] Per Common  Share:
Basic                                    $       .02    $      (.05)   $        .19    $      (.22)
                                         ===========    ===========    ============    ===========

Diluted                                  $       .02    $      (.05)   $        .17    $      (.22)
                                         ===========    ===========    ============    ===========

Average Common Shares Outstanding          6,228,720      6,228,720       6,228,720      5,876,025


Dilutive Potential Common Shares:
Options                                    1,141,578             --         864,091             --
                                         -----------    -----------    ------------    -----------

Average Common Shares
Outstanding-assuming dilution              7,370,298      6,228,720       7,092,811      5,876,025
                                         ===========    ===========    ============    ===========
</TABLE>


See accompanying notes to condensed consolidated financial statements


                                       4


<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE NINE MONTHS
ENDED MARCH 31, 2002
[UNAUDITED]

<TABLE>
<CAPTION>

                      Common Stock                Additional              Treasury Stock         Total
                      ------------     Preferred   Paid-in     Retained   --------------      Stockholders'
                   Shares   Par Value    Stock     Capital     Earnings   Shares     Cost        Equity
                 ---------  ---------   -------   ----------  ----------  ------   --------    ----------

<S>              <C>         <C>       <C>       <C>          <C>          <C>      <C>         <C>
Balance-
July 1, 2001     6,228,720   $12,457   $    --   $6,113,582   $   94,522   25,800   $(28,831)   $6,191,730


Net Income
for  the nine
months ended
March 31, 2002          --        --        --           --    1,170,711       --         --     1,170,711
                 ---------   -------   -------   ----------   ----------   ------   --------    ----------


Balance-
March 31, 2002   6,228,720   $12,457   $    --   $6,113,582   $1,265,233   25,800   $(28,831)   $7,362,441
                 =========   =======   =======   ==========   ==========   ======   ========    ==========
</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                       5


<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
<TABLE>
<CAPTION>
                                                           Nine months ended
                                                               March 31,
                                                               ---------
                                                         2 0 0 2        2 0 0 1
                                                       -----------    -----------
<S>                                                    <C>            <C>
Operating Activities:
  Net Income [Loss]                                    $ 1,170,711    $(1,261,523)
                                                       -----------    -----------
  Adjustments to Reconcile Net Income [Loss] to
    Net Cash Provided By [Used
    for] Operating Activities:
    Depreciation and Amortization                          262,912        262,764
    Deferred Income Taxes                                  109,000        (12,000)
    Loss on Sale of Fixed Assets                                --         14,817
    Consulting Expense-Stock Options                            --          9,139
    Bad Debt Expense                                        89,391         27,000
  Changes in Assets and Liabilities:
  [Increase] Decrease in:
    Accounts Receivable                                    494,535       (519,378)
    Inventories                                            488,841       (572,962)
    Refundable Federal Income Taxes                        625,000       (334,648)
    Due From NuCycle Therapy, Inc.                         (53,051)            --
    Prepaid Expenses and Other Current Assets              (97,079)      (140,068)
    Security Deposits and Other Assets                     (18,592)        13,112
  [Decrease] Increase in:
    Accounts Payable                                      (626,457)       904,495
    Federal and State Income Taxes Payable                 238,850             --
    Accrued Expenses and Other Liabilities                (487,859)       284,121
                                                       -----------    -----------
Total Adjustments                                        1,025,491        (63,608)
                                                       -----------    -----------
Net Cash - Operating Activities                          2,196,202     (1,325,131)
                                                       -----------    -----------
Investing Activities:
  Proceeds From Sale of Fixed Assets                            --          7,500
  Loans to Stockholders                                    (68,746)            --
  Repayment of Note Receivable                             173,993             --
  Note Receivable                                         (141,050)            --
  Purchase of Property and Equipment                      (259,067)      (106,233)
                                                       -----------    -----------
Net Cash-Investing Activities                             (294,870)       (98,733)
                                                       -----------    -----------
Financing Activities:
  Proceeds from Notes Payable                            2,507,245      1,313,038
  Repayment of Notes Payable                            (3,258,313)    (1,094,878)
                                                       -----------    -----------
Net Cash-Financing Activities                             (751,068)       218,160
                                                       -----------    -----------

Net Increase/[Decrease] in Cash and Cash Equivalents     1,150,264     (1,205,704)
 Cash and Cash Equivalents - Beginning of Periods          375,584      1,823,009
                                                       -----------    -----------
 Cash and Cash Equivalents - End of Periods            $ 1,525,848    $   617,305
                                                       ===========    ===========
</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                       6


<PAGE>


INTEGRATED HEALTH TECHNOLGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]

                                                              Nine  months ended
                                                                   March 31,
                                                                   ---------
                                                               2002        2001
                                                               ----        ----
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the periods for:
   Interest                                                 $ 41,584     $68,090
   Income Taxes                                             $405,425     $ 5,620


See accompanying notes to condensed consolidated financial statements.


                                       7
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]

[1] Business

Integrated Health Technologies, Inc. [the "Company"] is engaged primarily in the
manufacturing, marketing and sales of vitamins, nutritional supplements and
herbal products. Its manufacturing customers are located primarily throughout
the United States.

[2[ Liquidity

The Company currently has purchases orders of approximately $2 million dollars
on hand for shipment in the fourth quarter of fiscal 2002. The Company believes
that anticipated sales coupled with the purchase orders and the remaining
balance available under the revolving line of credit will meet cash needs for
operations.

[3] Summary of Significant Accounting Policies

Principles of Consolidation - The accompanying consolidated financial statements
include the accounts of the Company and its subsidiaries, all of which are
wholly-owned. Inter-company transactions and balances have been eliminated in
consolidation.

Basis of Reporting - The accompanying unaudited interim financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB and
Item 310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, such interim
statements include all adjustments, which are considered necessary in order to
make the interim financial statements not misleading. It is suggested that these
financial statements be read in conjunction with the financial statements and
notes thereto, together with management's discussion and analysis of financial
condition and results of operations, contained in the Company's annual report to
stockholders incorporated by reference in the Company's annual report on Form
10-KSB for the fiscal year ended June 30, 2001. The results of operations for
the nine months ended March 31, 2002 are not necessarily indicative of the
results for the entire fiscal year ending June 30, 2002.

Cash and Cash Equivalents - Cash equivalents are comprised of certain highly
liquid investments with a maturity of three months or less when purchased.

Inventories - Inventory is valued by the first-in, first-out method, at the
lower of cost or market.

Depreciation - The Company follows the general policy of depreciating the cost
of property and equipment over the following estimated useful lives:

Building                                                       15 Years
Leasehold Improvements                                         15 Years
Machinery and Equipment                                         7 Years
Machinery and Equipment Under Capital Leases                    7 Years
Transportation Equipment                                        5 Years

Machinery and equipment are depreciated using accelerated methods while
leasehold improvements are amortized on a straight-line basis. Depreciation
expense was $262,912 and $262,764 for the nine months ended March 31, 2002 and
2001, respectively. Amortization of equipment under capital leases is included
with the depreciation expense.

Estimates - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts or revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Revenue Recognition - The Company generally recognizes revenue upon shipment of
the product. All returns and allowances are estimated and recorded currently.


                                       8

<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #2
[UNAUDITED]

[3] Summary of Significant Accounting Policies (Continued)

Advertising - Costs incurred for producing and communicating advertising are
expensed when incurred. Advertising expense was $ 90,596 and $109,592 for the
nine months ended March 31, 2002 and 2001 respectively.

[4] Inventories

Inventories consist of the following at March 31, 2002:

Raw Materials                                     $1,575,026
Work-in-Process                                      661,784
Finished Goods                                       873,194
                                                  ----------

Total                                             $3,110,004
-----                                             ==========

[5] Property and Equipment

Property and equipment comprise the following at March 31, 2002:

Land and Building                                 $1,250,000
Leasehold Improvements                             1,157,960
Machinery and Equipment                            2,896,746
Machinery and Equipment Under Capital Leases         156,561
Transportation Equipment                              32,152
                                                  ----------
Total                                              5,493,419
Less: Accumulated Depreciation and Amortization    3,146,952
                                                  ----------

    Total                                         $2,346,467
    -----                                         ==========

[6] Notes Payable

Notes Payable:
    Bio Merieux Vitek, Inc. (a)                   $    3,353
    Merchant Financial Corporation (b)                    --
                                                  ----------
    Totals                                             3,353
    Less: Current Portion                              3,353
                                                  ----------

 Non-current Portion                              $       --
                                                  ==========

(a)  Five year 10% equipment note dated April 1, 1997 providing for monthly
     payments of $1,698 for principal and interest. The note is collateralized
     by laboratory equipment.

(b)  Under the terms of a revolving credit note which expires on December 21,
     2003, the Company may borrow up to $1,000,000 at 4% above the prime lending
     rate. The loan is collateralized by the inventory, receivables and
     equipment of Integrated Health Technologies, Inc. and its operating
     subsidiaries. At March 31, 2002 there were no borrowings under the credit
     line.

The loan agreement with Merchant Financial Corporation contains certain
financial covenants relating to the maintenance of tangible net worth as
defined. At March 31, 2002 the Company was in compliance with its tangible net
worth covenant.


                                       9

<PAGE>

INTEGRATED HEALTH TECHNOLGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #3
[UNAUDITED]

[7] Capital Lease

The Company acquired warehouse and office equipment under the provisions of two
long-term leases. The leases expire in March 2003, and July 2003, respectively.
The equipment under the capital leases as of March 31, 2002 had a cost of
$47,016 accumulated depreciation of $14,967 with a net book value of $32,049.

The future minimum lease payments under capital leases and the net present value
of the future minimum lease payments at March 31, 2002 are as follows:

Total Minimum Lease Payments                      $ 47,016
Amount Representing Interest                       (19,992)
                                                  --------

Present Value of Net Minimum Lease Payment          27,024
Current Portion                                    (13,263)
                                                  --------

   Long-Term Capital Lease Obligation             $ 13,761
                                                  ========

The following are maturities of long-term capital lease obligations:

March 31,
2003                                              $13,263
2004                                                9,633
2005                                                4,128
2006                                                   --
                                                  -------

Total                                             $27,024
                                                  -------

[8] Significant Risks and Uncertainties

[A] Concentrations of Credit Risk - Cash - The Company maintains balances at
several financial institutions. Accounts at each institution are insured by the
Federal Deposit Insurance Corporation up to $100,000. At March 31, 2002 the
Company's uninsured cash balances totaled approximately $500,000. The Company
does not require collateral in relation to cash credit risk.

[B] Concentrations of Credit Risk - Receivables - The Company routinely assesses
the financial strength of its customers and, based upon factors surrounding the
credit risk of its customers, establishes an allowance for uncollectible
accounts and, as a consequence, believes that its accounts receivable credit
risk exposure beyond such allowances is limited. The Company does not require
collateral in relation to its trade accounts receivable credit risk. The amount
of the allowance for uncollectible accounts at March 31, 2002 is $ 116,648. .

[9] Major Customer

For the nine months ended March 31, 2002 and 2001, approximately 56% and 31% of
revenues were derived from one customer. The loss of this customer would have an
adverse effect on the Company's operations. Two other customers accounted for
16% and 10% of consolidated sales for the nine months ended March 31, 2002 and
no other customers accounted for more than 10% of consolidated net sales for the
nine months ended March 31, 2002. Accounts receivable from these customers
comprised approximately 38% and 37% of total accounts receivable at March 31,
2002 and 2001, respectively.


                                       10

<PAGE>


INTEGRATED HEALTH TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #4
[UNAUDITED]

[10] Commitments and Contingencies

[A] Leases

Related Party Leases - Warehouse and office facilities are leased from Vitamin
Realty Associates, L.L.C., a limited liability company, which is 90% owned by
the Company's Chairman of the Board and principal stockholder and certain family
members and 10% owned by the Company's Chief Financial Officer. The lease was
effective on January 10, 1997 and provides for a minimum annual rental of
$346,000 through January 10, 2002 plus increases in real estate taxes and
building operating expenses. At its option, the Company has the right to renew
the lease for an additional five year period. On April 28, 2000 the lease was
amended reducing the square footage and extending the lease to May 31, 2015.
Rent expense for the nine months ended March 31, 2002 and 2001 on this lease was
approximately $340,000 and $338,000 respectively.

Other Lease Commitments - The Company leases warehouse equipment for a five year
period providing for an annual rental of $15,847 and office equipment for a five
year period providing for an annual rental of $8,365.

The Company leases automobiles under non-cancelable operating lease agreements
which expire through 2004.

The minimum rental commitment for long-term non-cancelable leases is as follows:

                                         Related
                      Lease           Party Lease
March 31,            Commitment        Commitment            Total
---------            ----------        ----------            -----
   2003               $ 90,557         $  323,559         $  414,116
   2004                 50,361            323,559            373,920
   2005                 26,322            323,559            349,881
   2006                 16,548            323,559            340,107
   2007                  7,697            323,559            331,256
   Thereafter               --          2,607,245          2,607,245
                      --------         ----------         ----------
   Total              $191,485         $4,225,040         $4,416,525
                      ========         ==========         ==========

Total rent expense, including real estate taxes and maintenance charges, was
approximately $387,000 and $379,000 for the nine months ended March 31, 2002 and
2001, respectively. Rent expense is stated net of sublease income of
approximately $800 and $2,600 for the nine months ended March 31, 2002 and 2001,
respectively.

[B] Employment Agreements - Effective July 1, 1999, the Company entered into
three year employment agreements with its four executive officers which provide
for aggregate annual salaries of $495,000 for the year ending June 30, 2002.
These agreements are subject to annual increases equal to at least the increase
in the consumer price index for the Northeastern area.

[C] Investment in and Royalties Receivable from Martin Health Care products,
Inc. - On February 10, 1998, the Company signed an exclusive manufacturer
agreement with Martin Health Care Products, Inc. to provide to Martin Health
Care certain products for a ten year period. In connection with the agreement,
the Company also agreed to forgive from Martin Health Care outstanding invoices
totaling $22,000. In return for the forgiveness, Martin agreed to pay to the
Company a royalty on sales of certain products and to issue to the Company
15,000 shares of common stock in Martin Health Care Products, Inc. The Company
has recorded the cost for the common stock at $1,000 and has recorded the
royalties as a non-current asset in the amount of $21,000. No royalties have
been paid as of March 31, 2002.


                                       11

<PAGE>


INTEGRATED HEALTH TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #5
[UNAUDITED]

[10] Commitments and Contingencies (Continued)

[D] Litigation - The Company is unable to predict its ultimate financial
exposure with respect to its prior sale of certain products which may have
contained allegedly contaminated Tryptophan which is the subject of numerous
lawsuits against unrelated manufacturers, distributors, suppliers, importers and
retailers of that product. However, management does not presently believe the
outcome of these actions will have a material adverse effect on the Company.

[E] Development and Supply Agreement - On April 9, 1998, the Company signed a
development and supply agreement with Herbalife International of America, Inc.
["Herbalife"] whereby the Company will develop, manufacture and supply certain
nutritional products to Herbalife through December 31, 2002.

[11] Related Party Transactions
During the year ended June 30, 1997, the Company entered into a consulting
agreement with the brother of the Company's chairman of the board on a month to
month basis for $1,100 per month. The total consulting expense recorded per this
verbal agreement for the nine months ended March 31, 2002 and 2001, by the
Company was $9,900 and $9,900, respectively.

[12] Fair Value of Financial Instruments
Generally accepted accounting principles require disclosing the fair value of
financial instruments to the extent practicable for financial instruments which
are recognized or unrecognized in the balance sheet. The fair value of the
financial instruments disclosed herein is not necessarily representative of the
amount that could be realized or settled, nor does the fair value amount
consider the tax consequences of realization or settlement.
In assessing the fair value of financial instruments, the Company uses a variety
of methods and assumptions, which are based on estimates of market conditions
and risks existing at the time. For certain instruments, including cash and cash
equivalents, accounts receivable, notes receivable, accounts payable, and
accrued expenses, it was estimated that the carrying amount approximated fair
value because of the short maturities of these instruments. Short-term debt and
long-term debt including long-term debt to a related party is based on current
rates at which the Company could borrow funds with similar remaining maturities
and approximates fair value.

[13] New Accounting Pronouncements

In July 2001, FAS No. 141, "Business Combinations" ("FAS 141)" and FAS No. 142
"Goodwill and Other Intangible Assets" (FAS 142") were issued. FAS 141 requires
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001. FAS 141 also specifies the criteria that
intangible assets acquired in a purchase method business combination must be
recognized and reported apart from goodwill. FAS 142 requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead be tested for impairment, at least annually, in accordance with the
provisions of FAS 142. FAS 142 will also require that intangible assets with
definite useful lives be amortized over their respective estimated useful lives
to their estimated residual values, and be reviewed for impairment in accordance
with FAS No. 121, "Accounting for the Impairment of Long-lived Assets and
Long-lived assets to be Disposed of." The provisions of FAS 141 are effective
immediately, except with regard to business combinations prior to July 1, 2001.
FAS 142 will be effective as of January 1, 2002. Goodwill and other intangible
assets acquired in business combinations completed before July 1, 2001, will
continue to be amortized prior to the adoption of FAS 142. The Company does not
anticipate that this statement will have a material impact on its financial
position and results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be disposed of." SFAS No.144
establishes a single accounting model for long-lived assets to be disposed of by
sale and requires that those long-lived assets be measured at the lower of
carrying amount of fair value less cost to sell, whether reported in continuing
operations or in discontinued operations. SFAS No. 144 is effective for fiscal
years beginning after December 15, 2001. The Company does not anticipate that
this statement will have a material impact on its financial position and results
of operations.


                                       12

<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #6
[UNAUDITED]

[14] Equity Transactions

[A] Tender Offer-On May 21, 2001 the company made a tender offer for all of the
outstanding common stock of NuCycle Therapy, Inc. and all outstanding warrants.
The total consideration offered was $400,000. On July 11, 2001, the tender offer
was accepted and resulted in Chem Acquisition Corp.(a wholly-owned subsidiary)
acquiring 2,298,309 shares of NuCycle Therapy, Inc. common stock which
represented approximately 72% of NuCycle. On September 1, 2001 the Company then
sold NuCycle to certain investors for the same $400,000 to recoup the Company's
investment. Certain of the investors are also shareholders and officers of the
Company. There was no gain or loss on the sale of NuCycle Therapy, Inc.

Sales, gross profit and selling and administrative expenses for the period from
July 11, 2001(date of acquisition) through September 1, 2001(date of sale),
respectively, totaled $30,629, $12,963 and $20,890.

The Company, on September 1, 2001, then entered into a Licensing Agreement with
NuCycle whereby the Company obtained exclusive license to manufacture, market
and sell vitamin and mineral supplements using NuCycle's technology.

[B] Incentive Stock Options-On October 19, 2001, the Company granted 236,250
incentive stock options for a term of ten years commencing on October 19, 2001
to its officers and employees at the exercise price of $.075 per share and
130,000 stock options at $.0825 per share for a term of five years commencing on
October 19, 2001.

[C] Non-Statutory Stock Options-On October 19, 2001, the Company granted 493,750
non-statutory stock options to officers, directors and members of its Scientific
Advisory Board at the exercise price of $.075 for a term of ten years commencing
on October 19, 2001 and 270,000 non-statutory stock options at $.0825 for a term
of 10 years commencing on October 19, 2001.


                                       13


<PAGE>

Item 2.

INTEGRATED HEALTH TECHNOLOGIES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the historical
information of the Company and notes thereto.

Nine months ended March 31, 2002 Compared to nine months ended March 31, 2001

Results of Operations

The Company's net income for the nine months ended March 31, 2002 was $1,170,711
as compared to the net loss of $(1,261,523) for the nine months ended March 31,
2001. This increase in net income of approximately $2,400,000 is primarily the
result of a $2,400,000 increase in operating income resulting from a
corresponding increase in gross profit of approximately $2,700,000, an increase
in other income of approximately $1,300,000 due to the settlement of a Class
Action Lawsuit and an increase in Federal and state income taxes of
approximately $1,300,000.

Sales for the nine months ended March 31, 2002 and 2001 were $16,739,241 and
$9,747,573 respectively, an increase of approximately $7,000,000 or 72%. For the
nine months ended March 31, 2002 the Company had sales to one customer, who
accounted for 56% of net sales in 2002 and 31% in 2001. The loss of this
customer would have an adverse affect on the Company's operations.

Retail and mail order sales for the nine months ended March 31, 2002 totaled
$145,316 as compared to $386,452 for the nine months ended March 31, 2001, a
decrease of 62%. The Company has been experiencing a decline in mail order sales
due to increased competition. The Company closed its retail store on March 2,
2001.

On July 1, 2000, the Company began offering solid dosage product development and
technical services through its subsidiary, Integrated Health Ideas, Inc.
Consulting revenues for the nine months ended March 31, 2002 totaled $353,781 as
compared to $333,981 for the nine months ended March 31, 2001, an increase of
$19,800 or 6%.

Sales under the Roche Vitamins, Inc. distribution agreement were $1,834,634 for
the nine months ended March 31, 2002 as compared to $1,753,588 for the nine
months ended March 31, 2001, an increase of $81,046 or 5%.

On August 31, 2000, the Company began the distribution and sale of fine
chemicals through a new subsidiary, IHT Health Products, Inc. Sales for the nine
months ended March 31, 2002 totaled $2,520,932 as compared to $2,202,690 for the
seven months ended March 31, 2001.

Cost of sales increased to $13,245,102 for the nine months ended March 31, 2002
as compared to $8,951,027 for the nine months ended March 31, 2001. Cost of
sales decreased as a percentage of sales to 79% for the nine months ended March
31, 2002 from 92% for the nine months ended March 31, 2001. The decrease in cost
of sales is due to greater manufacturing efficiencies.

Selling and administrative expenses for the nine months ended March 31, 2002
were $2,966,444 versus $2,678,101 for the same period a year ago. The increase
of $288,343 was primarily attributable to a decrease in advertising of $18,996,
an increase in bad debt expense of $62,391, an increase in royalty and
commission expense of $75,251 a decrease in officers salaries of $147,508, an
increase in consulting fees of $103,136, an increase in freight out of $31,025,
an increase in public relations fees of $15,623 and an increase in office
salaries of $125,342 due to the commencement of the IHT Health Products, Inc.
distribution business.

Other income [expense] was $1,398,908 for the nine months ended March 31, 2002
as compared to $62,349 for the nine months ended March 31, 2001. The increase of
$1,336,559 is primarily the result of the proceeds received of $1,157,960 from
the settlement of a Class Action Lawsuit and the increase in administrative fee
income of $115,050.


                                       14

<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Three months ended March 31, 2002 Compared to three months ended March 31, 2001

Results of Operations

The Company's net income for the three months ended March 31, 2002 was $141,313
as compared to the net loss of $(314,041) for the three months ended March 31,
2001. This increase in net income of approximately $450,000 is primarily the
result of a $730,000 increase in operating income resulting from a corresponding
increase in gross profit of approximately $750,000, and an increase in Federal
and state income taxes of approximately $300,000.

Sales for the three months ended March 31, 2002 and 2001 were $5,278,366 and
$4,255,484 respectively, an increase of approximately $1,000,000 or 24%. For the
three months ended March 31, 2002 the Company had sales to one customer, who
accounted for 62% of net sales in 2002 and 36% in 2001. The loss of this
customer would have an adverse affect on the Company's operations.

Retail and mail order sales for the three months ended March 31, 2002 totaled
$45,504 as compared to $116,250 for the three months ended March 31, 2001, a
decrease of 61%. The Company has been experiencing a decline in mail order sales
due to increased competition. The Company closed its retail store on March 2,
2001.

Sales under the Roche Vitamins, Inc. distribution agreement were $599,256 for
the three months ended March 31, 2002 as compared to $618,979 for the three
months ended March 31, 2001, a decrease of $19,723 or 3%.

Sales through its IHT Health Products, Inc. subsidiary totaled $825,484 for the
three months ended March 31, 2002 as compared to $1,054,505 for the three months
ended March 31, 2001, a decrease of $229,021 or 22%.

Cost of sales increased to $4,072,267 for the three months ended March 31, 2002
as compared to $3,818,379 for the three months ended March 31, 2001. Cost of
sales decreased as a percentage of sales to 77% for the three months ended March
31, 2002 from 90% for the three months ended March 31, 2001. The decrease in
cost of sales is due to greater manufacturing efficiencies.

Selling and administrative expenses for the three months ended March 31, 2002
were $984,936 versus $945,265 for the same period a year ago. The increase of
$39,671 was primarily attributable to a decrease in officers salaries of
$44,744, an increase in advertising of $30,670, an increase in bad debt expense
of $23,609, an increase in royalty and commission expenses of $10,322, and an
increase in office salaries of $15,815 due to the commencement of the IHT Health
Products, Inc. distribution business.

Other income [expense] was $84,800 for the three months ended March 31, 2002 as
compared to $42,151 for the three months ended March 31, 2001. The increase of
$42,649 is primarily the result of a decrease in interest expense of $17,983 and
an increase in administrative fee income of $20,994.

Liquidity and Capital Resources

At March 31, 2002 the Company's working capital was $4,778,922 an increase of
$1,091,106 over working capital at June 30, 2001. Cash and cash equivalents were
$1,525,848 at March 31, 2002, an increase of $1,150,264 from June 30, 2001. The
Company generated $2,196,202 and utilized $1,325,131 for operations for the nine
months ended March 31, 2002 and 2001, respectively.

The primary reasons for the increase in cash provided for operations for the
nine months ended March 31, 2002 are net income of approximately $1,200,000, a
decrease in accounts receivable of approximately $495,000, a decrease in
inventories of approximately $500,000, a decrease in refundable Federal Income
Taxes of approximately $625,000, a decrease in accrued expenses of approximately
$500,000 and an increase in Federal and State Income Taxes Payable of
approximately $240,000. The Company


                                       15
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Liquidity and Capital Resources-Continued

currently has purchase orders of approximately $2 million dollars on hand for
shipment in the fourth quarter of fiscal 2002. The Company believes that
anticipated sales coupled with the purchase orders and the remaining balance
available under the revolving line of credit will meet the cash needs for
operations.

The Company utilized $294,870 and $98,733 in investing activities for the nine
months ended March 31, 2002 and 2001, respectively. The Company utilized net
cash of $751,068 and generated $218,160 from debt financing activities for the
nine months ended March 31, 2002 and 2001, respectively.

The Company's total annual commitment at March 31, 2002 for the next five years
of $1,809,280 consists of obligations under operating leases for facilities and
lease agreements for the rental of warehouse equipment and automobiles.

Effective July 1, 1999, the Company entered into three year employment
agreements with four executive officers which provide for aggregate annual
salaries of $495,000 for the year sending June 30, 2002.


                                       16


<PAGE>

Part II: Other Information

INTEGRATED HEALTH TECHNOLOGIES, INC.

Item 1: Legal Proceeding

     None

Item 2: Changes in Securities

     None

Item 3: Defaults Upon Senior Securities

     None

Item 4: Submission of Matters to a Vote of Security Holders

     None

Item 5: Other Information

     None

Item 6: Exhibits and Reports on Form 8K

     None


                                       17

<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.



                                         INTEGRATED HEALTH TECHNOLOGIES, INC.

Date:   May 13, 2002                     By:/s/ Seymour Flug
                                            ------------------------------------
                                           Seymour Flug,
                                           President and Chief Executive Officer

Date:   May 13, 2002                     By:/s/ Eric Friedman
                                            ------------------------------------
                                           Eric Friedman,
                                           Chief Financial Officer


                                       18