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 December 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 January 31, 2003
          -----                               ----------------------------------

Common Stock, Par Value                                      6,228,720

<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

INDEX
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                        <C>
Part I: Financial Information

Item 1: Consolidated Financial Statements

      Independent Accountant's Review Report ...........................   1

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

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

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

      Consolidated Statements of Cash Flows for six months ended
      December, 2002 and 2001 [Unaudited] ..............................   6 - 7

      Notes to Consolidated Financial Statements [Unaudited] ...........   8 - 12

Item 2: Management's Discussion and Analysis of Financial Condition
        and Results of Operations ......................................   13 - 15

Part II: Other Information .............................................   16

Signature ..............................................................   17
</TABLE>

                                . . . . . . . . .

<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 December 31, 2002, and the related condensed
consolidated statements of operations for the three and six months ended
December 31, 2002 and 2001, and condensed consolidated statements of cash flows
for the six months ended December 31, 2002 and 2001, and condensed consolidated
statement of stockholders' equity for the six months ended December 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.C.

January 31, 2003
Edison, New Jersey


                                       1
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2002
[UNAUDITED]
--------------------------------------------------------------------------------

Assets:
Current Assets:
   Cash and Cash Equivalents                                         $ 2,116,193
   Accounts Receivable - Net                                           1,872,115
   Deferred Income Taxes                                                  67,000
   Inventories                                                         3,831,814
   Due From NuCycle Therapy, Inc. - Related Party                         13,194
   Prepaid Expenses and Other Current Assets                             265,554
                                                                     -----------

   Total Current Assets                                                8,165,870
                                                                     -----------

Property and Equipment - Net                                           2,359,395
                                                                     -----------

Other Assets:
   Deferred Tax Asset                                                     90,000
   License Fee, less accumulated amortization of $40,000                 507,000
   Security Deposits and Other Assets                                     69,410
                                                                     -----------

   Total Other Assets                                                    666,410
                                                                     -----------

   Total Assets                                                      $11,191,675
                                                                     ===========

See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2002
[UNAUDITED]
--------------------------------------------------------------------------------

Liabilities and Stockholders' Equity:
Current Liabilities:
   Accounts Payable                                                $  2,407,235
   Accrued Expenses and Other Current Liabilities                       211,933
   Federal and State Income Taxes Payable                                31,242
   Customer Advances                                                    425,881
   Capital Lease Obligation                                              11,940
                                                                   ------------

   Total Current Liabilities                                          3,088,231
                                                                   ------------

Non-Current Liabilities:
    Capital Lease Obligation                                              5,337
                                                                   ------------

    Total Non-Current Liabilities                                         5,337
                                                                   ------------

    Commitments and Contingencies [9]                                        --
                                                                   ------------

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                                                  2,000,899
                                                                   ------------
                                                                      8,126,938
   Less, Treasury Stock at cost, 25,800 shares                          (28,831)
                                                                   ------------

   Total Stockholders' Equity                                         8,098,107
                                                                   ------------

   Total Liabilities and Stockholders' Equity                      $ 11,191,675
                                                                   ============

See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                Three months ended                  Six months ended
                                                   December 31,                        December 31,
                                                   ------------                        ------------
                                               2002            2001               2002             2001
                                               ----            ----               ----             ----
<S>                                        <C>              <C>              <C>               <C>
Sales                                      $ 5,945,719      $ 6,375,881      $ 10,793,909      $ 11,460,875

Cost of Sales                                4,405,182        4,986,562         8,297,696         9,172,835
                                           -----------      -----------      ------------      ------------

Gross Profit                                 1,540,537        1,389,319         2,496,213         2,288,040

Selling and Administrative Expenses          1,030,105        1,049,458         1,757,136         1,981,508
                                           -----------      -----------      ------------      ------------

Operating Income/[Loss]                        510,432          339,861           739,077           306,532
                                           -----------      -----------      ------------      ------------

Other Income [Expense]:
Administrative Fee Income                       70,039           71,497           140,166           162,056
Consulting Fee Income                           12,000           12,000            24,000            24,000
Gain on Settlement of Lawsuit                       --               --                --         1,157,960
Interest Expense                                (1,580)         (18,381)           (3,629)          (39,724)
Interest and Investment Income                  14,353            5,326            17,308             9,816
                                           -----------      -----------      ------------      ------------

Total Other Income [Expense]                    94,812           70,442           177,845         1,314,108
                                           -----------      -----------      ------------      ------------

Income [Loss] Before Income Taxes              605,244          410,303           916,922         1,620,640

Federal and State Income Tax [Benefit]         278,422          202,438           403,590           591,242
                                           -----------      -----------      ------------      ------------

Net Income [Loss]                          $   326,822      $   207,865      $    513,332      $  1,029,398
                                           ===========      ===========      ============      ============

Net Income [Loss] Per Common Share:
Basic                                      $       .05      $       .03      $        .08      $        .17
                                           ===========      ===========      ============      ============
Diluted                                    $       .04      $       .03      $        .07      $        .15
                                           ===========      ===========      ============      ============

Average Common Shares Outstanding            6,228,720        6,228,720         6,228,720         6,228,720

Dilutive Potential Common Shares:
Options                                      1,212,765          896,630         1,077,415           448,315
                                           -----------      -----------      ------------      ------------

Average Common Shares
Outstanding-assuming dilution                7,441,485        7,125,350         7,306,135         6,677,035
                                           ===========      ===========      ============      ============
</TABLE>

See accompanying notes to condensed consolidated financial statements


                                       4
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE SIX MONTHS
ENDED DECEMBER 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, 2002             6,228,720     $12,457     $  --        $6,113,582     $1,487,567      25,800     $(28,831)     $7,584,775

Net Income
for the six
months ended
December 31, 2002               --          --        --                --        513,332          --           --         513,332
                         ---------     -------     -----        ----------     ----------      ------     --------      ----------

Balance-
December 31, 2002        6,228,720     $12,457     $  --        $6,113,582     $2,000,899      25,800     $(28,831)     $8,098,107
                         =========     =======     =====        ==========     ==========      ======     ========      ==========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                Six months ended
                                                                                   Decmber 31,
                                                                                   -----------
                                                                             2 0 0 2          2 0 0 1
                                                                             -------          -------
<S>                                                                        <C>              <C>
Operating Activities:
 Net Income                                                                $   513,332      $ 1,029,398
                                                                           -----------      -----------
 Adjustments to Reconcile Net Income to Net Cash
      [Used for] Operating Activities:
      Depreciation and Amortization                                            228,236          167,550
      Deferred Income Taxes                                                      7,000           61,000
      Bad Debt Expense                                                              --           56,782
 Changes in Assets and Liabilities:
    [Increase] Decrease in:
      Accounts Receivable                                                      400,310          742,243
      Inventories                                                           (1,126,153)         194,572
      Refundable Federal Income Taxes                                               --          625,000
      Due From NuCycle Therapy, Inc. - Related Party                            87,088          (44,113)
      Prepaid Expenses and Other Current Assets                               (120,006)          18,234
      License Fee                                                             (355,000)              --
      Security Deposits and Other Assets                                        10,811           12,232
    [Decrease] Increase in:
      Accounts Payable                                                         775,123         (183,521)
      Federal and State Income Taxes Payable                                   (75,020)         305,000
      Accrued Expenses and Other Liabilities                                   (18,401)        (237,843)
                                                                           -----------      -----------
Total Adjustments                                                             (186,012)       1,717,136
                                                                           -----------      -----------
Net Cash - Operating Activities                                                327,320        2,746,534
                                                                           -----------      -----------

Investing Activities:
 Loans to Stockholders                                                           3,564          (73,075)
 Repayment of Note Receivable                                                       --          173,993
 Note Receivable                                                                    --         (141,050)
Purchase of Property and Equipment                                            (240,104)        (144,938)
                                                                           -----------      -----------
Net Cash-Investing Activities                                                 (236,540)        (185,070)
                                                                           -----------      -----------

Financing Activities:
 Proceeds from Notes Payable                                                 2,255,954        1,807,245
 Repayment of Notes Payable                                                 (2,293,864)      (2,623,165)
                                                                           -----------      -----------
Net Cash-Financing Activities                                                  (37,910)        (815,920)
                                                                           -----------      -----------

Net Increase/[Decrease] in Cash and Cash Equivalents                            52,870        1,745,544
Cash and Cash Equivalents - Beginning of Periods                             2,063,323          375,584
                                                                           -----------      -----------
Cash and Cash Equivalents - End of Periods                                 $ 2,116,193      $ 2,121,128
                                                                           ===========      ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       6
<PAGE>

INTEGRATED HEALTH TECHNOLGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
--------------------------------------------------------------------------------

                                                              Six months ended
                                                                December 31,
                                                                ------------
                                                             2002          2001
                                                             ----          ----
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the periods for:
   Interest                                                $  3,629     $ 39,724
   Income Taxes                                            $459,771     $225,425

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 customers are located primarily throughout the United
States. The Company considers all subsidiaries as one segment of business.

[2] 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. Intercompany 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, 2002. The results of operations for
the six months ended December 31, 2002 are not necessarily indicative of the
results for the entire fiscal year ending June 30, 2003.

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, accounts payable, and accrued expenses, it was
estimated that the carrying amount approximated fair value because of the short
maturities of these instruments. All debt is based on current rates at which the
Company could borrow funds with similar remaining maturities and approximates
fair value.

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 $188,236 and $167,550 for the six months ended December 31, 2002 and
2001, respectively. Amortization of equipment under capital leases is included
with the depreciation expense.


                                       8
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #2
[UNAUDITED]
--------------------------------------------------------------------------------

[2] Summary of Significant Accounting Policies (Continued)

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 on a timely
basis.

Advertising - Costs incurred for producing and communicating advertising are
expensed when incurred. Advertising expense was $4,637 and $16,333 for the six
months ended December 31, 2002 and 2001 respectively.

[3] Inventories

Inventories consist of the following at December 31, 2002:

Raw Materials                                                         $1,789,950
Work-in-Process                                                        1,279,104
Finished Goods                                                           762,760
                                                                      ----------

Total                                                                 $3,831,814
                                                                      ==========

[4] Property and Equipment

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

Land and Building                                                     $1,250,000
Leasehold Improvements                                                 1,163,360
Machinery and Equipment                                                2,956,747
Machinery and Equipment Under Capital Leases                             156,561
Transportation Equipment                                                  37,714
                                                                      ----------
Total                                                                  5,564,382
Less: Accumulated Depreciation and Amortization                        3,204,987
                                                                      ----------

      Total                                                           $2,359,395
                                                                      ==========

[5] Notes Payable

Notes Payable:
    Merchant Financial Corporation (a)                                $       --
                                                                      ----------

(a)   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 December 31, 2002 there were no borrowings under the
      credit line. On January 21, 2003 the credit line agreement was terminated.


                                       9
<PAGE>

INTEGRATED HEALTH TECHNOLGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #3
[UNAUDITED]
--------------------------------------------------------------------------------

[6] 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 December 31, 2002 has a cost of
$47,016 and accumulated depreciation of $20,292 with a net book value of
$26,724.

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

Total Minimum Lease Payments                                           $ 47,016
Amount Representing Interest                                            (29,739)
                                                                       --------

Present Value of Net Minimum Lease Payment                               17,277
Current Portion                                                         (11,940)
                                                                       --------

   Long-Term Capital Lease Obligation                                  $  5,337
                                                                       ========

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

December 31,
2003                                                                     $11,940
2004                                                                       5,337
2005                                                                          --
2006                                                                          --
                                                                         -------
Total                                                                    $17,277
                                                                         =======

[7] 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 December 31, 2002 the
Company's uninsured cash balances totaled approximately $1,863,000. 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 December 31, 2002 is $29,460.

[8] Major Customer

For the six months ended December 31, 2002 and 2001 approximately 66% and 53% 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
12% of consolidated sales for the six months ended December 31, 2002 and 20% of
consolidated sales for the six months ended December 31, 2001. Accounts
receivable from these customers comprised approximately 74% and 40% of total
accounts receivable at December 31, 2002 and 2001, respectively.


                                       10
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #4
[UNAUDITED]
--------------------------------------------------------------------------------

[9] 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 six months ended December 31, 2002 and 2001 on this lease
was approximately $228,000 and $225,000 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
December 31,                     Commitment        Commitment             Total
------------                     ----------        ----------             -----
  2003                            $ 64,592         $  323,559         $  388,151
  2004                              35,109            323,559            358,668
  2005                              16,548            323,559            340,107
  2006                              11,132            323,559            334,691
  2007                                 702            323,559            324,261
  Thereafter                            --          2,364,577          2,364,577
                                  --------         ----------         ----------
  Total                           $128,083         $3,982,372         $4,110,455
                                  ========         ==========         ==========

Total rent expense, including real estate taxes and maintenance charges, was
approximately $275,000 and $265,000 for the six months ended December 31, 2002
and 2001, respectively. Rent expense is stated net of sublease income of
approximately $2,600 and $400 for the six months ended December 31, 2002 and
2001, respectively.

[B] 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, 2004. On December 31,
2002 the agreement was modified extending the term of the agreement to December
31, 2005 and providing that Herbalife is required to purchase a minimum quantity
of Supplied Products each year for the term of the agreement of $18,000,000. If
Herbalife purchases the minimum amount then Herbalife will be entitled to cetain
rebates.

[10] 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 six months ended December 31, 2002 and 2001, by the
Company was $6,600 and $6,600, respectively.


                                       11
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #5
[UNAUDITED]
--------------------------------------------------------------------------------

[11] 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 meet
to 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 was effective as of July 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
adoption of FAS 142 did not have a material impact on the 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] Equity Transactions

[A] Incentive Stock Options-On October 11, 2002, the Company granted 614,000
incentive stock options for a term of ten years commencing on October 11, 2002
to its officers and employees at the exercise price of $.33 (representing the
market price) per share and 300,000 stock options at $.36 (representing 110% of
the market price) per share for a term of five years commencing on October 11,
2002.

[B] Non-Statutory Stock Options-On October 11, 2002, the Company granted 75,000
non-statutory stock options to an officer and directors at the exercise price of
$.33 (representing the market price) for a term of ten years commencing on
October 11, 2002 and 100,000 non-statutory stock options a $.36 (representing
110% of the market price) per share for a term of ten years commencing on
October 11, 2002.

[13] Subsequent Transactions

[A] Equity Transactions-On January 21, 2003 certain employees and officers
exercised 201,250 incentive stock options and 418,750 non-statutory stock
options at an exercise price of $0.075 per share and 130,000 incentive stock
options and 270,000 non-statutory stock options at an exercise price of $.0825
per share.

[B] Acquisitions- On January 14, 2003 the Company entered into a letter of
intent with Trade Investment Services LLC ("TIS") to acquire all of the
interests of TIS in Natex LLC, a limited liability company formed under the laws
of the Republic of Gerogia ("Natex").

Also on January 14, 2003 the Company reported entering into a letter of intent
with NuCycle Acquisition Corp. (NuCycle") to acquire NuCycle in exchange for
NuCycle receiving from the Company shares of stock.

[C] Notes Payable-On January 21, 2003 the Company terminated its revolving
credit line agreement with Merchant Financial Corporation.


                                       12
<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.

Six months ended December 31, 2002 Compared to six months ended December 31,
2001

Results of Operations

The Company's net income for the six months ended December 31, 2002 was $513,332
as compared to net income of $1,029,398 for the six months ended December 31,
2001. This decrease in net income of approximately $520,000 is primarily the
result of a $435,000 increase in operating income resulting from a corresponding
increase in gross profit of approximately $210,000, a decrease in other income
of approximately $1,100,000 due to the settlement of a Class Action Lawsuit and
a decrease in Federal and state income taxes of approximately $190,000.

Sales for the six months ended December 31, 2002 and 2001 were $10,793,909 and
$11,460,875, respectively, a decrease of approximately $700,000 or 6% For the
six months ended December 31, 2002 the Company had sales to one customer, who
accounted for 66% of net sales in 2002 and 53% in 2001. The loss of this
customer would have an adverse affect on the Company's operations.

Retail and mail order sales for the six months ended December 31, 2002 totaled
$53,825 as compared to $99,812 for the six months ended December 31, 2001, a
decrease of 46%. 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 $1,008,148 for
the six months ended December 31, 2002 as compared to $1,235,378 for the six
months ended December 31, 2001, a decrease of $227,230 or 18%.

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 six
months ended December 31, 2002 totaled $967,268 as compared to $1,695,448 for
the six months ended December 31, 2001, decrease of $728,180 or 43%. The
decrease in sales is due to Company's desire to pursue greater gross profit at
the risk of lower sales.

Cost of sales decreased to $8,297,696 for the six months ended December 31, 2002
as compared to $9,172,835 for the six months ended December 31, 2001. Cost of
sales decreased as a percentage of sales to 77% for the six months ended
December 31, 2002 from 80% for the six months ended December 31, 2001. The
decrease in cost of sales is due to greater manufacturing efficiencies.

Selling and administrative expenses for the six months ended December 31, 2002
were $1,757,136 versus $1,981,508 for the same period a year ago. The decrease
of $224,372 was primarily attributable to a decrease in advertising of $11,696,
a decrease in bad debt expense of $49,889, a decrease in royalty and commission
expense of $25,131, an increase in officers salaries of $81,268, an increase in
auto, travel and entertainment of $49,225, a decrease in office salaries of
$158,288 due to a reduction of office personnel, a decrease in public relations
fees of $22,982 and a decrease in freight out of $44,152.

Other income [expense] was $177,845 for the six months ended December 31, 2002
as compared to $1,314,108 for the six months ended December 31, 2001. The
decrease of $1,136,263 is primarily the result of the proceeds received of
$1,157,960 from the settlement of a Class Action Lawsuit in 2001.


                                       13
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

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

Results of Operations

The Company's net income for the three months ended December 31, 2002 was
$326,822 as compared to net income of $207,865 for the three months ended
December 31, 2001. This increase in net income of approximately $120,000 is
primarily the result of a $170,000 increase in operating income resulting from a
corresponding increase in gross profit of approximately $150,000, and an
increase in Federal and state income taxes of approximately $76,000.

Sales for the three months ended December 31, 2002 and 2001 were $5,945,719 and
$6,375,881 respectively, a decrease of approximately $430,000 or 7%. For the
three months ended December 31, 2002 the Company had sales to one customer, who
accounted for 74% of net sales in 2002 and 55% 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 December 31, 2002 totaled
$24,785 as compared to $39,208 for the three months ended December 31, 2001, a
decrease of 37%. 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 $497,416 for
the three months ended December 31, 2002 as compared to $596,852 for the three
months ended December 31, 2001, a decrease of $99,396 or 17%.

IHT Health Products, Inc. sales for the three months ended December 31, 2002
totaled $468,186 as compared to $719,838 for the three months ended December 31,
2001, a decrease of $251,652 or 35%. The decrease in sales is due to the
Company's desire to pursue greater gross profit at the risk of lower sales.

Cost of sales decreased to $4,405,182 for the three months ended December 31,
2002 as compared to $4,986,562 for the three months ended December 31, 2001.
Cost of sales decreased as a percentage of sales to 74% for the three months
ended December 31, 2002 from 78% for the three months ended December 31, 2001.
The decrease in cost of sales is due to greater manufacturing efficiencies.

Selling and administrative expenses for the three months ended December 31, 2002
were $1,030,105 versus $1,049,458 for the same period a year ago. The decrease
of $19,353 was primarily attributable to an increase in officers salaries of
$80,022, a decrease in bad debt expense of $40,889 a decrease in freight out of
$37,283, an increase in auto, travel, and entertainment of $63,256, a decrease
in royalty and commission expenses of $16,099, a decrease in office salaries of
$76,032 due to a reduction in personnel and an increase in consulting fees of
$32,051.

Other income [expense] was $94,812 for the three months ended December 31, 2002
as compared to $70,442 for the three months ended December 31, 2001. The
increase of $24,370 is primarily the result of a decrease in interest expense of
$16,801 and an increase in interest and investment income of $9,027.

Liquidity and Capital Resources

At December 31, 2002 the Company's working capital was $5,077,639 an increase of
$178,075 over working capital at June 30, 2002. Cash and cash equivalents were
$2,116,193 at December 31, 2002, an increase of $52,870 from June 30, 2002. The
Company generated $327,320 and $2,746,534 from operations for the six months
ended December 31, 2002 and 2001, respectively.

The primary reasons for the increase in cash provided for operations for the six
months ended December 31, 2002 are net income of approximately $515,000, a
decrease in accounts receivable of approximately $400,000, an increase in
inventories of approximately $1,100,000, a decrease in accounts payable of
approximately $775,000 and a decrease in Federal and State Income Taxes Payable
of approximately $75,000.


                                       14
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

Liquidity and Capital Resources - Continued

The Company utilized $236,540 and $185,070 in investing activities for the six
months ended December 31, 2002 and 2001, respectively. The Company utilized net
cash of $37,910 and $815,920 from debt financing activities for the six months
ended December 31, 2002 and 2001, respectively.

The Company has a $1,000,000 revolving line of credit agreement which bears
interest at 4% above the prime interest rate and expires on December 21, 2003.
At December 31, 2002 there was no balance due under the revolving line of
credit. On January 21,2003 the Company terminated it's credit line agreement.

The Company's total annual commitment at December 31, 2002 for the next five
years of $1,745,878 consists of obligations under operating leases for
facilities and lease agreements for the rental of warehouse equipment and
automobiles.


                                       15
<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

            Current Report on Form 8-K filed January 2, 2003 pursuant to Item 5
            (Other Events).

            Current Report on Form 8-K filed January 14, 2003 pursuant to Item 5
            (Other Events).


                                       16
<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: January 31, 2003                By: /s/ Seymour Flug
                                          -------------------------------------
                                          Seymour Flug,
                                          President and Chief Executive Officer


Date: January 31, 2003                By: /s/ Eric Friedman
                                          -------------------------------------
                                          Eric Friedman,
                                          Chief Financial Officer


                                       17
<PAGE>

                              Certification of CFO

I, Eric Friedman, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Integrated Health
      Technologies, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 45 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date.

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date: January 31, 2003           By: /s/ Eric Friedman
                                     -----------------
                                 Name: Eric Friedman
                                 Title: Vice President & Chief Financial Officer


                                       18
<PAGE>

                              Certification of CEO

I, Seymour Flug, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Integrated Health
      Technologies, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      d)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      e)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 45 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      f)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date.

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

      c)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      d)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date: January 31, 2003                By: /s/ Seymour Flug
                                          ----------------
                                      Name: Seymour Flug
                                      Title: President & Chief Executive Officer


                                       19
<PAGE>

                        CERTIFICATION OF PERIODIC REPORT

I, Seymour Flug, the President & Chief Executive Officer of Integrated Health
Technologies, Inc. (the "Company"), certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)   the Quarterly Report on Form 10-QSB of the Company for the quarterly
      period ended December 31, 2002 (the "Report") fully complies with the
      requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
      1934 (15 U.S.C. 78m or 78o(d)); and

(2)   the information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.

Dated: January 31, 2003


                                      By: /s/ Seymour Flug
                                          ----------------
                                      Seymour E. Flug
                                      President & Chief Executive Officer

                        CERTIFICATION OF PERIODIC REPORT

I, Eric Friedman, the Vice President and Chief Financial Officer of Integrated
Health Technologies, Inc. (the "Company"), certify, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)   the Quarterly Report on Form 10-QSB of the Company for the quarterly
      period ended December 31, 2002 (the "Report") fully complies with the
      requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
      1934 (15 U.S.C. 78m or 78o(d)); and

(2)   the information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.

Dated: January 31, 2003


                                      By: /s/ Eric Friedman
                                          -----------------
                                      Eric Friedman
                                      Vice President and Chief Financial Officer


                                       20