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  September 30, 2001      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 October 27, 2001
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 September 30, 2001
        [Unaudited] ...................................................   2...3

        Consolidated Statements of Operations for the three months
        ended September 30, 2001 and 2000 [Unaudited] ..................  4

        Consolidated Statement of Stockholders' Equity for the three
        months ended September 30, 2001 [Unaudited] ....................  5

        Consolidated Statements of Cash Flows for three months ended
        September 30, 2001 and 2000 [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..15

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

Signature ..............................................................  17


<PAGE>

                     Independent Accountants' Review Report


We have  reviewed  the  accompanying  condensed  consolidated  balance  sheet of
Integrated Health Technologies,  Inc. and Subsidiaries as of September 30, 2001,
and the related  condensed  consolidated  statements of operations for the three
months ended September 30, 2001 and 2000, and condensed consolidated  statements
of cash flows for three months ended  September 30, 2001 and 2000, and condensed
consolidated  statement  of  stockholders'  equity  for the three  months  ended
September 30, 2001.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.


November 2, 2001




                                       1
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.
-----------------------------------
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2001
[UNAUDITED]
--------------------------------------------------------------------------------

Assets:
Current Assets:
   Cash and Cash Equivalents                                         $ 1,283,097
   Accounts Receivable - Net                                           1,947,431
   Deferred Income Taxes                                                 190,000
   Inventories                                                         3,751,906
   Due From NuCycle Therapy, Inc.                                         68,540
   Prepaid Expenses and Other Current Assets                             168,084
   Refundable Federal Income Taxes                                       625,000
                                                                     -----------

   Total Current Assets                                                8,034,058
                                                                     -----------


Property and Equipment - Net                                           2,364,203
                                                                     -----------


Other Assets:
   Deferred Tax Asset                                                     98,000
   Security Deposits and Other Assets                                    107,528
                                                                     -----------

   Total Other Assets                                                    205,528
                                                                     -----------

   Total Assets                                                      $10,603,789
                                                                     ===========



See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>


INTEGRATED HEALTH TECHNOLOGIES, INC.
-----------------------------------
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2001
[UNAUDITED]
--------------------------------------------------------------------------------

Liabilities and Stockholders' Equity:
Current Liabilities:
   Accounts Payable                                                $  2,118,901
   Notes Payable                                                        665,762
   Accrued Expenses and Other Current Liabilities                       290,200
   Federal Income Taxes Payable                                         360,000
   Accrued Expenses - Related Party                                     122,400
   Capital Lease Obligation                                              12,203
                                                                   ------------

   Total Current Liabilities                                          3,569,466
                                                                   ------------

Non-Current Liabilities:
   Capital Lease Obligation                                              21,060
                                                                   ------------

   Total Non-Current Liabilities                                         21,060
                                                                   ------------
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                                                    916,055
                                                                   ------------
                                                                      7,042,094
   Less Treasury Stock at cost, 25,800 shares                           (28,831)
                                                                   ------------

   Total Stockholders' Equity                                         7,013,263
                                                                   ------------

   Total Liabilities and Stockholders' Equity                      $ 10,603,789
                                                                   ============



See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>


INTEGRATED HEALTH TECHNOLOGIES, INC.
-----------------------------------
CONSOLIDATED STATEMENTS OF OPERATION
[UNAUDITED]
--------------------------------------------------------------------------------

                                                        Three months ended
                                                           September 30,
                                                         2001           2000
                                                     -----------    -----------
Sales                                                $ 5,084,994    $ 2,428,460

Cost of Sales                                          4,186,273      2,225,651
                                                     -----------    -----------

Gross Profit                                             898,721        202,809

Selling and Administrative Expenses                      932,050        722,620
                                                     -----------    -----------

Operating [Loss]                                         (33,329)      (519,811)
                                                     -----------    -----------

Other Income [Expense]:
Administrative Fee Income                                 90,559             --
Consulting Fee Income                                     12,000             --
Gain on Settlement of Lawsuit                          1,157,960             --
Interest Expense                                         (21,343)       (20,192)
Interest and Investment Income                             4,490         16,237
                                                     -----------    -----------

Total Other Income [Expense]                           1,243,666         (3,955)
                                                     -----------    -----------

Income [Loss] Before Income Taxes                      1,210,337       (523,766)

Federal and State Income Tax [Benefit]                   388,804       (196,880)
                                                     -----------    -----------

Net Income [Loss]                                    $   821,533    $  (326,886)
                                                     ===========    ===========

Net Income [Loss] Per Common  Share:
Basic                                                $       .13    $      (.06)
                                                     ===========    ===========
Diluted                                              $       .13    $      (.06)
                                                     ===========    ===========

Average Common Shares Outstanding                      6,228,720      5,178,300

Dilutive Potential Common Shares:
Warrants and Options, which are anti-dilutive                 --             --
                                                     -----------    -----------

Average Common Shares
Outstanding-assuming dilution                          6,228,720      5,178,300
                                                     ===========    ===========

See accompanying notes to condensed consolidated financial statements


                                       4
<PAGE>


INTEGRATED HEALTH TECHNOLOGIES, INC.
------------------------------------
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2001
[UNAUDITED]
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   Additional                                                  Total
                                                                   ----------                                                  -----
                               Common Stock         Preferred         Paid-in         Retained    Treasury Stock       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 three
  months ended
  September 30, 2001          --              --            --             --         821,533        --          --          821,533
                       ---------        --------     ---------    -----------       ---------    ------    ---------     -----------


  Balance-
  September 30, 2001   6,228,720        $ 12,457     $      --    $ 6,113,582       $ 916,055    25,800    $(28,831)     $ 7,013,263
                       =========        ========     =========    ===========       =========    ======    =========     ===========
</TABLE>



See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.
------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
--------------------------------------------------------------------------------

                                                          Three months ended
                                                            September 30,
                                                         2001           2000
                                                     -----------    -----------
Operating Activities:
  Net Income [Loss]                                  $   821,533    $  (326,886)
                                                     -----------    -----------
  Adjustments to Reconcile Net [Loss] to Net Cash
    [Used for] Operating Activities:
    Depreciation and Amortization                         80,198         75,069
    Deferred Income Taxes                                 26,000        (40,000)
    Bad Debt Expense                                       9,000          9,000
  Changes in Assets and Liabilities:
  [Increase] Decrease in:
    Accounts Receivable                                  257,843          1,404
    Inventories                                         (153,061)      (842,048)
    Refundable Federal Income Taxes                           --       (160,000)
    Due From NuCycle Therapy, Inc.                       (33,118)            --
    Prepaid Expenses and Other Current Assets             33,483        (26,104)
    Security Deposits and Other Assets                    11,582          3,310
  [Decrease] Increase in:
    Accounts Payable                                     (57,251)      (294,872)
    Federal and State Income Taxes Payable               360,000             --
    Accrued Expenses and Other Liabilities              (231,710)        78,801
                                                     -----------    -----------
Total Adjustments                                        302,966     (1,195,440)
                                                     -----------    -----------
Net Cash - Operating Activities                        1,124,499     (1,522,326)
                                                     -----------    -----------

Investing Activities:
  Loans to Stockholders                                  (68,578)            --
  Repayment of Note Receivable                           173,993             --
  Note Receivable                                       (141,050)            --
  Purchase of Property and Equipment                     (94,089)       (32,335)
                                                     -----------    -----------
Net Cash-Investing Activities                           (129,724)       (32,335)
                                                     -----------    -----------

Financing Activities:
  Proceeds from Notes Payable                          1,217,245        477,373
  Repayment of Notes Payable                          (1,304,507)       (15,718)
                                                     -----------    -----------
Net Cash-Financing Activities                            (87,262)       461,655
                                                     -----------    -----------

Net Increase/[Decrease] in Cash and Cash Equivalents     907,513     (1,093,006)
 Cash and Cash Equivalents - Beginning of Periods        375,584      1,823,009
                                                     -----------    -----------
 Cash and Cash Equivalents - End of Periods          $ 1,283,097    $   730,003
                                                     ===========    ===========

See accompanying notes to condensed consolidated financial statements.


                                        6
<PAGE>

INTEGRATED HEALTH TECHNOLGIES, INC.
-----------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
--------------------------------------------------------------------------------

                                                             Three  months ended
                                                                 September 30,
                                                               2001        2000
                                                             -------     -------
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the periods for:
   Interest                                                  $21,343     $16,180
   Income Taxes                                              $   425     $ 2,080




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 $3 million dollars
on hand for  shipment  in the  second and third  quarters  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.  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, 2001.  The results of  operations  for
the three months ended September 30, 2001 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 $80,198 and $75,069 for the three  months ended  September  30, 2001
and 2000,  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 $14,047 and $39,177 for the
three months ended September 30, 2001 and 2000 respectively.

[4] Inventories

Inventories consist of the following at September 30, 2001:

Raw Materials                                                       $  1,771,448
Work-in-Process                                                          956,690
Finished Goods                                                         1,023,768
                                                                    ------------

Total                                                               $  3,751,906
-----                                                               ============

[5] Property and Equipment

Property and equipment comprise the following at September 30, 2001:

Land and Building                                                   $  1,250,000
Leasehold Improvements                                                 1,157,960
Machinery and Equipment                                                2,751,768
Machinery and Equipment Under Capital Leases                             156,561
Transportation Equipment                                                  32,152
                                                                    ------------
Total                                                                  5,348,441
Less: Accumulated Depreciation and Amortization                        2,984,238
                                                                    ------------

    Total                                                           $  2,364,203
    -----                                                           ============

[6] Notes Payable

Notes Payable:
    Bio Merieux Vitek, Inc. (a)                                     $     11,497
    Medallion Business Credit, LLC (b)                                   654,211
    Summit Business Capital Corp. (c)                                         54
    Merchant Financial Corporation (d)                                        --
                                                                    ------------
    Totals                                                               665,762
    Less: Current Portion                                                665,762
                                                                    ------------

 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 November 5,
     2001, the Company may borrow up to $1,000,000 at 3% above the prime lending
     rate.  The  loan  is  collateralized  by  the  inventory,  receivables  and
     equipment of Integrated Health  Technologies,  Inc., and it's two operating
     subsidiaries,  Manhattan Drug Company,  Inc. and Vitamin Factory,  Inc. The
     note  has  been  guaranteed  by the  Company's  principal  stockholder.  At
     September 30, 2001 the interest rate was 10.5%.

     The loan agreement with Medallion  Business  Credit,  LLC contains  certain
     financial covenants relating to the maintenance of specified liquidity, and
     tangible  net worth.  At September  30, 2001 the Company was in  compliance
     with its tangible net worth and working capital covenants.


                                       9
<PAGE>

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

[6] Notes Payable (Continued)

(c)  Non-Interest  bearing  Promissory  Note dated August 30, 2000 providing for
     ten consecutive monthly installments for the purchase of inventory.

(d)  Under the terms of a revolving  credit note which  expires on December  21,
     2002, 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 IHT Health  Products,  Inc. a subsidiary of Integrated  Health
     Technologies, Inc. At September 30, 2001 there were no borrowings under the
     credit line.

The following are maturities of long-term debt for each of the next five years:
September 30,
-------------
   2002                                                            $     665,762
   2003                                                                       --
   2004                                                                       --
   2005                                                                       --
   2006                                                                       --
                                                                   -------------

Totals                                                             $     665,762
------                                                             =============

[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 September 30, 2001 had a cost of
$47,016 accumulated depreciation of $11,897 with a net book value of $35,119.

The future minimum lease payments under capital leases and the net present value
of the future minimum lease payments at September 30, 2001 are as follows:

Total Minimum Lease Payments                                       $      47,016
Amount Representing Interest                                            (13,753)
                                                                   -------------

Present Value of Net Minimum Lease Payment                                33,263
Current Portion                                                         (12,203)
                                                                   -------------

   Long-Term Capital Lease Obligation                              $      21,060
   ----------------------------------                              =============

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

September 30,
------------
2002                                                                     $12,203
2003                                                                      12,664
2004                                                                       6,229
2005                                                                       2,167
                                                                   -------------
Total                                                              $      33,263
                                                                   -------------

[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 September 30, 2001 the
Company's uninsured cash balances totaled approximately $1,515,000.  The Company
does not require  collateral in relation to cash credit risk.


                                       10
<PAGE>

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

[Significant Risks and Uncertainties (Continued)

[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 September 30, 2001 is $137,389.

[9] Major Customer

For the three months ended  September 30, 2001 and 2000,  approximately  50% and
41% 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 15% of consolidated sales for the three months ended September 30,
2001 and no other  customers  accounted  for more than 10% of  consolidated  net
sales for the three months ended  September 30, 2000.  Accounts  receivable from
these customers comprised approximately 45% and 46% of total accounts receivable
at September 30, 2001 and 2000, respectively.

[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 three  months  ended  September  30, 2001 and 2000 on this
lease was approximately $112,000 and $108,000 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
September 30,                    Commitment        Commitment           Total
-------------------------        ----------        ----------         ----------
  2002                            $ 95,755         $  323,559         $  419,314
  2003                              52,519            323,559            376,078
  2004                              35,482            323,559            359,041
  2005                               8,124            323,559            331,683
  2006                               4,739            323,559            328,298
  Thereafter                            --          2,769,025          2,769,025
                                  --------         ----------         ----------
  Total                           $196,619         $4,386,820         $4,583,439
-------------------------         ========         ==========         ==========

Total rent expense,  including real estate taxes and  maintenance  charges,  was
approximately $133,00 and $128,000 for the three months ended September 30, 2001
and 2000,  respectively.  Rent  expense  is  stated  net of  sublease  income of
approximately  $200 and $1,050 for the three months ended September 30, 2001 and
2000, respectively.


                                       11
<PAGE>

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

[10] Commitments and Contingencies (Continued)

[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 September 30, 2001.

[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, 2001.

[F]  Manufacturing  Agreement  - On February  14,  1998,  the  Company  signed a
manufacturing  agreement with Pilon International,  PLC, a company that supplies
Zepter  International,   a  world-wide  direct  sales  distributor  of  consumer
products.  The Company will manufacture and develop dietary  supplements through
the year 2001.

[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 three months ended September 30, 2001 and 2000, by the
Company was $6,600 and $6,600, 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 June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities".  Statement No. 133 establishes  accounting
and reporting  standards for derivative  instruments and for hedging activities.
It  requires  that an entity  recognize  all  derivatives  as  either  assets or
liabilities  and measure them at fair value.  Under certain  circumstances,  the
gains or losses from  derivatives may be offset against those from the items the
derivatives  hedge against.  The Company  adopted SFAS No 133 in the fiscal year
ending June 30, 2001.  SFAS No. 133 is not expected to have a material impact on
the financial statements.


                                       12
<PAGE>

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

[14] Equity Transactions

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.

[15] Subsequent Events

[A] 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.

[B] 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.

Three months ended  September 30, 2001 Compared to three months ended  September
30, 2000

Results of Operations

The  Company's  net income for the three  months  ended  September  30, 2001 was
$821,533 as compared to the net loss of  $(326,886)  for the three  months ended
September 30, 2000. This increase in net income of  approximately  $1,150,000 is
primarily the result of a $550,000 increase in operating income resulting from a
corresponding increase in gross profit of approximately $700,000, an increase in
other income of approximately $1,160,000 due to the settlement of a Class Action
Lawsuit  and an  increase in Federal  and state  income  taxes of  approximately
$600,000.

Sales for the three months ended September 30, 2001 and 2000 were $5,084,994 and
$2,428,460,  respectively,  an increase of approximately $2,700,000 or 110%. For
the three months ended  September 30, 2001the Company had sales to one customer,
who  accounted  for 45% of net  sales in 2001 and 41% in 2000.  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  September  30,  2001
totaled $60,604 as compared to $136,868 for the three months ended September 30,
2000,  a decrease of 56%.  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 $638,526 for
the three months ended  September 30, 2001 as compared to $532,625 for the three
months ended September 30, 2000, an increase of $105,901 or 20%.

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
three months ended  September 30, 2001 totaled  $975,609 as compared to $457,398
for the month ended September 30, 2000.

Cost of sales  increased to $4,186,273 for the three months ended  September 30,
2001 as compared to  $2,225,651  for the three months ended  September 30, 2000.
Cost of sales  decreased  as a  percentage  of sales to 82% for the three months
ended September 30, 2001 from 92% for the three months ended September 30, 2000.
The decrease in cost of sales is due to greater manufacturing efficiencies.

Selling and  administrative  expenses for the three months ended  September  30,
2001 were $932,050  versus $722,620 for the same period a year ago. The increase
of $209,430 was  primarily  attributable  to a decrease in officers  salaries of
$51,990,  an  increase  in  consulting  fees of  $71,449,  an increase in public
relations  fees of $21,602 and an increase in office  salaries of $81,070 due to
the commencement of the IHT Health Products, Inc. distribution business.

Other income  [expense] was $1,243,666 for the three months ended  September 30,
2001 as compared to $(3,955) for the three months ended  September 30, 2000. The
increase of  $1,247,621  is  primarily  the result of the  proceeds  received of
$1,157,960 from the settlement of a Class Action Lawsuit.

Liquidity and Capital Resources

At September 30, 2001 the Company's  working  capital was $4,464,592 an increase
of $741,354  over working  capital at June 30, 2001.  Cash and cash  equivalents
were  $1,283,097  at September  30, 2001,  an increase of $907,513 from June 30,
2001. The Company  generated  $1,124,499 and utilized  $1,522,326 for operations
for the three months ended September 30, 2001 and 2000, respectively.


                                       14
<PAGE>

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

Liquidity and Capital Resources - Continued

The primary  reasons for the increase in cash  provided for  operations  for the
three months ended September 30, 2001 are net income of approximately  $820,000,
a decrease in  accounts  receivable  of  approximately  $260,000,an  increase in
inventories  of  approximately  $150,000,  an  increase  in accrued  expenses of
approximately  $230,000  and an increase in Federal  Income Taxes  Payable.  The
Company  currently has purchase orders of approximately  $2.2 million dollars on
hand for shipment in the second and third  quarters 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 $129,724 and $32,335 in investing  activities for the three
months ended September 30, 2001 and 2000, respectively. The Company utilized net
cash of $87,262 and generated  $461,655 from debt  financing  activities for the
three months ended September 30, 2001 and 2000, respectively.

The Company has a  $1,000,000  revolving  line of credit  agreement  which bears
interest at 3.0% above the prime  interest rate and expires on November 5, 2001.
At  September  30, 2001 the balance due under the  revolving  line of credit was
$654,211.

The  Company's  total annual  commitment at September 30, 2001 for the next five
years  of  $1,754,681   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.



                                       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

                   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:   November 9, 2001              By:/s/ Seymour Flug
                                         ---------------------------------------
                                         Seymour Flug,
                                         President and Chief Executive Officer

Date:   November 9, 2001               By:/s/ Eric Friedman
                                          --------------------------------------
                                          Eric Friedman,
                                          Chief Financial Officer



                                       18