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, 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 January 25, 2002
---------------------------                 ----------------------------------

Common Stock, Par Value                                  6,228,720

<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.
--------------------------------------------------------------------------------

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


Part I: Financial Information

Item 1: Consolidated Financial Statements

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

        Consolidated Balance Sheet as of December 31, 2001
        [Unaudited] ...................................................  2 ...3

        Consolidated Statements of Operations for the three and six
        months ended December 31, 2001 and 2000 [Unaudited] ...........  4

        Consolidated Statement of Stockholders' Equity for the six
        months ended December 31, 2001 [Unaudited] ....................  5

        Consolidated Statements of Cash Flows for six months ended
        December 31, 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 ..16

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

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

<PAGE>


                     Independent Accountants' Review Report


We have  reviewed  the  accompanying  condensed  consolidated  balance  sheet of
Integrated   Health   Technologies,   Inc.  and   Subsidiaries   (formerly  Chem
International,  Inc.)  as of  December  31,  2001,  and  the  related  condensed
consolidated statements of operations for the six months ended December 31, 2001
and 2000, and condensed consolidated statements of cash flows for the six months
ended  December  31, 2001 and 2000,  and  condensed  consolidated  statement  of
stockholders' equity for the six months ended December 31, 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.


February 4, 2002


                                       1
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.
--------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2001
[UNAUDITED]
--------------------------------------------------------------------------------

Assets:
Current Assets:
   Cash and Cash Equivalents                                        $  2,121,128
   Accounts Receivable - Net                                           1,415,249
   Deferred Income Taxes                                                 151,000
   Inventories                                                         3,404,273
   Due From NuCycle Therapy, Inc.                                         79,535
   Prepaid Expenses and Other Current Assets                             251,638
                                                                    ------------

   Total Current Assets                                                7,422,823
                                                                    ------------

Property and Equipment - Net                                           2,327,700
                                                                    ------------

Other Assets:
   Deferred Tax Asset                                                    102,000
   Security Deposits and Other Assets                                    111,375
                                                                    ------------

   Total Other Assets                                                    213,375
                                                                    ------------

   Total Assets                                                     $  9,963,898
                                                                    ============


See accompanying notes to condensed consolidated financial statements.


                                       2
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, INC.
------------------------------------

CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2001
[UNAUDITED]
--------------------------------------------------------------------------------

Liabilities and Stockholders' Equity:
Current Liabilities:
   Accounts Payable                                               $   1,992,631
   Notes Payable                                                          8,280
   Accrued Expenses and Other Current Liabilities                       284,067
   Federal and State Income Taxes Payable                               305,000
   Accrued Expenses - Related Party                                     122,400
   Capital Lease Obligation                                              12,698
                                                                  -------------

   Total Current Liabilities                                          2,725,076
                                                                  -------------

Non-Current Liabilities:
   Capital Lease Obligation                                              17,694
                                                                  -------------

   Total Non-Current Liabilities                                         17,694
                                                                  -------------
Commitments and Contingencies [10]                                           --
                                                                  -------------
Stockholders' Equity:
   Preferred Stock - Authorized 1,000,000 Shares,
     $.002 Par Value, No Shares Issued                                       --

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

   Additional Paid-in Capital                                         6,113,582

   Retained Earnings                                                  1,123,920
                                                                  -------------
                                                                      7,249,959
   Less Treasury Stock at cost, 25,800 shares                           (28,831)
                                                                  -------------

   Total Stockholders' Equity                                         7,221,128
                                                                  -------------

   Total Liabilities and Stockholders' Equity                     $   9,963,898
                                                                  =============


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,
                                                                     ------------                            ------------

                                                               2001                2000                2001                2000
                                                               ----                ----                ----                ----
<S>                                                        <C>                 <C>                 <C>                 <C>
Sales                                                      $  6,375,881        $  3,063,629        $ 11,460,875        $  5,492,089

Cost of Sales                                                 4,986,562           2,906,997           9,172,835           5,132,648
                                                           ------------        ------------        ------------        ------------

Gross Profit                                                  1,389,319             156,632           2,288,040             359,441

Selling and Administrative Expenses                           1,049,458           1,010,216           1,981,508           1,732,836
                                                           ------------        ------------        ------------        ------------

Operating Income/[Loss]                                         339,861            (853,584)            306,532          (1,373,395)
                                                           ------------        ------------        ------------        ------------

Other Income [Expense]:
Administrative Fee Income                                        71,497              50,000             162,056              50,000
Consulting Fee Income                                            12,000                  --              24,000                  --

Gain on Settlement of Lawsuit                                        --                  --           1,157,960                  --

Interest Expense                                                (18,381)            (28,055)            (39,724)            (48,247)

Interest and Investment Income                                    5,326               2,208               9,816              18,445
                                                           ------------        ------------        ------------        ------------

Total Other Income [Expense]                                     70,442              24,153           1,314,108              20,198
                                                           ------------        ------------        ------------        ------------

Income [Loss] Before Income Taxes                               410,303            (829,431)          1,620,640          (1,353,197)

Federal and State Income Tax [Benefit]                          202,438            (208,835)            591,242            (405,715)
                                                           ------------        ------------        ------------        ------------

Net Income [Loss]                                          $    207,865        $   (620,596)       $  1,029,398        $   (947,482)
                                                           ============        ============        ============        ============

Net Income [Loss] Per Common  Share:
Basic                                                      $        .03        $       (.11)       $        .17        $       (.17)
                                                           ============        ============        ============        ============
Diluted                                                    $        .03        $       (.11)       $        .15        $       (.17)
                                                           ============        ============        ============        ============

Average Common Shares Outstanding                             6,228,720           6,228,720           6,228,720           5,703,510

Dilutive Potential Common Shares:
Options                                                         896,630                  --             448,315                  --
                                                           ------------        ------------        ------------        ------------

Average Common Shares
Outstanding-assuming dilution                                 7,125,350           6,228,720           6,677,035           5,703,510
                                                           ============        ============        ============        ============
</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, 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 six
months ended
December 31, 2001                  --           --           --           --    1,029,398           --           --     1,029,398
                           ----------   ----------   ----------   ----------   ----------   ----------   ----------    ----------

Balance-
December 31, 2001           6,228,720   $   12,457   $       --   $6,113,582   $1,123,920       25,800   $  (28,831)   $7,221,128
                           ==========   ==========   ==========   ==========   ==========   ==========   ==========    ==========
</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
                                                                                  December 31,
                                                                                  ------------
                                                                           2 0 0 1             2 0 0 0
                                                                           -------             -------
<S>                                                                     <C>                 <C>
Operating Activities:
  Net Income [Loss]                                                     $   1,029,398       $    (947,482)
                                                                        -------------       -------------
  Adjustments to Reconcile Net Income [Loss] to Net Cash
    Provided By [Used for] Operating Activities:
    Depreciation and Amortization                                             167,550             169,503
    Deferred Income Taxes                                                      61,000               5,000
    Bad Debt Expense                                                           56,782              18,000
  Changes in Assets and Liabilities:
  [Increase] Decrease in:
    Accounts Receivable                                                       742,243            (251,700)
    Inventories                                                               194,572          (1,074,861
    Refundable Federal Income Taxes                                           625,000            (416,000)
    Due From NuCycle Therapy, Inc.                                            (44,113)                 --
    Prepaid Expenses and Other Current Assets                                  18,234            (100,492)
    Security Deposits and Other Assets                                         12,232              (2,567)
  [Decrease] Increase in:
    Accounts Payable                                                         (183,521)            697,516
    Federal and State Income Taxes Payable                                    305,000                  --
    Accrued Expenses and Other Liabilities                                   (237,843)            226,133
                                                                        -------------       -------------
Total Adjustments                                                           1,717,136            (729,468)
                                                                        -------------       -------------
Net Cash - Operating Activities                                             2,746,534          (1,676,950)
                                                                        -------------       -------------
Investing Activities:
  Loans to Stockholders                                                       (73,075)                 --
  Repayment of Note Receivable                                                173,993                  --
  Note Receivable                                                            (141,050)                 --
  Purchase of Property and Equipment                                         (144,938)            (53,967)
                                                                        -------------       -------------
Net Cash-Investing Activities                                                (185,070)            (53,967)
                                                                        -------------       -------------

Financing Activities:
  Proceeds from Notes Payable                                               1,807,245             494,932
  Repayment of Notes Payable                                               (2,623,165)           (166,123)
                                                                        -------------       -------------
Net Cash-Financing Activities                                                (815,920)            328,809
                                                                        -------------       -------------

Net Increase/[Decrease] in Cash and Cash Equivalents                        1,745,544          (1,402,108)
 Cash and Cash Equivalents - Beginning of Periods                             375,584           1,823,009
                                                                        -------------       -------------
 Cash and Cash Equivalents - End of Periods                             $   2,121,128       $     420,901
                                                                        =============       =============
</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,
                                                               ------------
                                                            2001         2000
                                                            ----         ----
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the periods for:
   Interest                                             $   39,724   $   16,180
   Income Taxes                                         $  225,425   $    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 $2 million dollars
on hand for  shipment  in the third and  fourth  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.  Inter-company  transactions  and balances have been eliminated in
consolidation.

Basis of Reporting - The accompanying  unaudited  interim  financial  statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information and with the instructions to Form 10-QSB and
Item  310(b) of  Regulation  S-B.  Accordingly,  they do not  include all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial  statements.  In the opinion of management,  such interim
statements include all adjustments,  which are considered  necessary in order to
make the interim financial statements not misleading. It is suggested that these
financial  statements be read in conjunction  with the financial  statements and
notes thereto,  together with management's  discussion and analysis of financial
condition and results of operations, contained in the Company's annual report to
stockholders  incorporated  by reference in the Company's  annual report on Form
10-KSB for the fiscal year ended June 30, 2001.  The results of  operations  for
the six months ended  December 31, 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 $167,550 and $169,503 for the six months ended December 31, 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 $16,333 and $65,999 for the six
months ended December 31, 2001 and 2000 respectively.

[4] Inventories

Inventories consist of the following at December 31, 2001:

Raw Materials                                                $ 1,539,195
Work-in-Process                                                  796,698
Finished Goods                                                 1,068,380
                                                             -----------

Total                                                        $ 3,404,273
                                                             ===========

[5] Property and Equipment

Property and equipment comprise the following at December 31, 2001:

Land and Building                                            $ 1,250,000
Leasehold Improvements                                         1,157,960
Machinery and Equipment                                        2,802,616
Machinery and Equipment Under Capital Leases                     156,561
Transportation Equipment                                          32,152
                                                             -----------
Total                                                          5,399,289
Less: Accumulated Depreciation and Amortization                3,071,589
                                                             -----------

    Total                                                    $ 2,327,700
                                                             ===========

[6] Notes Payable

Notes Payable:
    Bio Merieux Vitek, Inc. (a)                              $     8,280
    Merchant Financial Corporation (b)                                --
                                                             -----------
    Totals                                                         8,280
    Less: Current Portion                                          8,280
                                                             -----------

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

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

(b) Under the terms of a  revolving  credit note which  expires on December  21,
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 December 31, 2001 there were no borrowings under the credit line.

The  loan  agreement  with  Merchant  Financial   Corporation  contains  certain
financial  covenants  relating  to the  maintenance  of tangible  net worth.  At
December  31, 2001 the Company was in  compliance  with its  tangible  net worth
covenants.


                                       9
<PAGE>

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

[6] Notes Payable (Continued)

The following are maturities of long-term debt for each of the next five years:

December 31,
------------
   2002                                                      $     8,280
   2003                                                               --
   2004                                                               --
   2005                                                               --
   2006                                                               --
                                                             -----------

Totals                                                       $     8,280
                                                             ===========

[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 December  31, 2001 had a cost of
$47,016 accumulated depreciation of $13,576 with a net book value of $33,440.

The future minimum lease payments under capital leases and the net present value
of the future minimum lease payments at December 31, 2001 are as follows:

Total Minimum Lease Payments                                 $    47,016
Amount Representing Interest                                     (16,624)
                                                             -----------

Present Value of Net Minimum Lease Payment                        30,392
Current Portion                                                  (12,698)
                                                             -----------

   Long-Term Capital Lease Obligation                        $    17,694
                                                             ===========

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

December 31,
------------
   2002                                                      $    12,698
   2003                                                           10,678
   2004                                                            5,953
   2005                                                            1,063
                                                             -----------

Total                                                        $    30,392
                                                             ===========

[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 December 31, 2001 the
Company's uninsured cash balances totaled approximately $1,934,000.  The Company
does not require collateral in relation to cash credit risk.


                                       10
<PAGE>

INTEGRATED HEALTH TECHNOLOGIES, 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 December 31, 2001 is $47,460.

[9] Major Customer

For the six months ended December 31, 2001 and 2000,  approximately  53% and 69%
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
20% and 13% of consolidated sales for the six months ended December 31, 2001 and
no other customers accounted for more than 10% of consolidated net sales for the
six months ended December 31, 2001.  Accounts  receivable  from these  customers
comprised approximately 40% and 46% of total accounts receivable at December 31,
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 six months  ended  December 31, 2001 and 2000 on this lease
was approximately $225,000 and $221,000 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
------------                        ----------       ----------          -----

 2002                              $    91,191      $   323,559      $   414,750
 2003                                   55,562          323,559          379,121
 2004                                   26,684          323,559          350,243
 2005                                    8,124          323,559          331,683
 2006                                    2,708          323,559          326,267
 Thereafter                                 --        2,688,135        2,688,135
                                   -----------      -----------      -----------
 Total                             $   184,269      $ 4,305,930      $ 4,490,199
                                   ===========      ===========      ===========

Total rent expense,  including real estate taxes and  maintenance  charges,  was
approximately  $265,000 and $245,000 for the six months ended  December 31, 2001
and 2000,  respectively.  Rent  expense  is  stated  net of  sublease  income of
approximately  $400 and $2,200 for the six months  ended  December  31, 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 December 31, 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, 2002.

[11] Related Party Transactions

During the year ended June 30,  1997,  the  Company  entered  into a  consulting
agreement with the brother of the Company's  chairman of the board on a month to
month basis for $1,100 per month. The total consulting expense recorded per this
verbal  agreement  for the six months ended  December 31, 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

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

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

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

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

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


                                       13
<PAGE>

Item 2.

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

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

Six months  ended  December 31, 2001  Compared to six months ended  December 31,
2000

Results of Operations

The  Company's  net  income  for the six  months  ended  December  31,  2001 was
$1,029,398  as compared to the net loss of  $(947,482)  for the six months ended
December 31, 2000.  This increase in net income of  approximately  $2,000,000 is
primarily the result of a $1,700,000 increase in operating income resulting from
a corresponding increase in gross profit of approximately $1,900,00, an increase
in other income of  approximately  $1,300,000  due to the  settlement of a Class
Action   Lawsuit  and  an  increase  in  Federal  and  state   income  taxes  of
approximately $1,000,000.

Sales for the six months ended December 31, 2001 and 2000 were  $11,460,875  and
$5,492,089,  respectively,  an increase of approximately $6,000,000 or 109%. For
the six months ended  December  31, 2001 the Company had sales to one  customer,
who  accounted  for 53% of net  sales in 2001 and 69% in 2000.  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, 2001 totaled
$99,812 as compared to $252,202  for the six months  ended  December 31, 2000, a
decrease of 60%. 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 $1,235,378 for
the six months  ended  December 31, 2001 as compared to  $1,134,609  for the six
months ended December 31, 2000, an increase of $100,769 or 9%.

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, 2001 totaled  $1,695,448 as compared to $1,148,185 for
the four months ended December 31, 2000.

Cost of sales increased to $9,172,835 for the six months ended December 31, 2001
as compared to $5,132,648  for the six months ended  December 31, 2000.  Cost of
sales  decreased  as a  percentage  of  sales  to 80% for the six  months  ended
December  31, 2001 from 93% for the six months  ended  December  31,  2000.  The
decrease in cost of sales is due to greater manufacturing efficiencies.

Selling and  administrative  expenses for the six months ended December 31, 2001
were $1,981,508  versus  $1,732,836 for the same period a year ago. The increase
of $248,672 was primarily  attributable to a decrease in advertising of $49,666,
an  increase  in bad debt  expense  of  $38,782,  an  increase  in  royalty  and
commission expense of $56,782,  a decrease in officers salaries of $102,737,  an
increase in consulting fees of $68,421,  an increase in public relations fees of
$22,982 and an increase in office  salaries of $101,374 due to the  commencement
of the IHT Health Products, Inc. distribution business.

Other income [expense] was $1,314,108 for the six months ended December 31, 2001
as compared to $20,198 for the six months ended  December 31, 2000. The increase
of  $1,293,910  is primarily  the result of the proceeds  received of $1,157,960
from the settlement of a Class Action Lawsuit and the increase in administrative
fee income of $112,056.


                                       14
<PAGE>

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

Three months ended December 31, 2001 Compared to three months ended December 31,
2000

Results of Operations

The  Company's  net income for the three  months  ended  December  31,  2001 was
$207,865 as compared to the net loss of  $(620,596)  for the three  months ended
December  31, 2000.  This  increase in net income of  approximately  $830,000 is
primarily the result of a $1,200,000 increase in operating income resulting from
a corresponding  increase in gross profit of  approximately  $1,230,000,  and an
increase in Federal and state income taxes of approximately $400,000.

Sales for the three months ended December 31, 2001 and 2000 were  $6,375,881 and
$3,063,629,  respectively,  an increase of approximately $3,300,000 or 108%. For
the three months ended  December 31, 2001 the Company had sales to one customer,
who  accounted  for 55% of net  sales in 2001 and 43% 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 December 31, 2001 totaled
$39,208 as compared to $115,334 for the three months ended  December 31, 2000, a
decrease of 66%. 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 $596,852 for
the three months  ended  December 31, 2001 as compared to $601,984 for the three
months ended December 31, 2000, a decrease of $5,132 or 1%.

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  December 31, 2001 totaled  $719,838 as compared to $690,787
for the three months ended December 31, 2000, an increase of $29,051 or 4%.

Cost of sales  increased to $4,986,562  for the three months ended  December 31,
2001 as compared to  $2,906,997  for the three months  ended  December 31, 2000.
Cost of sales  decreased  as a  percentage  of sales to 78% for the three months
ended  December 31, 2001 from 95% for the three months ended  December 31, 2000.
The decrease in cost of sales is due to greater manufacturing efficiencies.

Selling and administrative expenses for the three months ended December 31, 2001
were $1,049,458  versus  $1,010,216 for the same period a year ago. The increase
of $39,242 was  primarily  attributable  to a decrease  in officers  salaries of
$50,744,  a decrease in advertising of $24,536,  an increase in bad debt expense
of $38,782,  an increase in royalty and commission  expenses of $35,028,  and an
increase in office salaries of $45,381 due to the commencement of the IHT Health
Products, Inc. distribution business.

Other income  [expense] was $70,442 for the three months ended December 31, 2001
as  compared  to $24,153 for the three  months  ended  December  31,  2000.  The
increase of $46,289 is primarily the result of a decrease in interest expense of
$9,674 and an increase in administrative fee income of $21,497.

Liquidity and Capital Resources

At December 31, 2001 the Company's working capital was $4,697,747 an increase of
$1,009,931 over working capital at June 30, 2001. Cash and cash equivalents were
$2,121,128 at December 31, 2001,  an increase of $1,745,544  from June 30, 2001.
The Company generated  $2,746,534 and utilized $1,676,950 for operations for the
six months ended December 31, 2001 and 2000, respectively.

The primary reasons for the increase in cash provided for operations for the six
months ended  December 31, 2001 are net income of  approximately  $1,000,000,  a
decrease  in  accounts  receivable  of  approximately  $740,000,  a decrease  in
inventories of approximately  $195,000,  a decrease in refundable Federal Income
Taxes of approximately $625,000, a decrease in accrued expenses of approximately
$240,000  and  an  increase  in  Federal  and  State  Income  Taxes  Payable  of
approximately $300,000. The Company


                                       15
<PAGE>

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

Liquidity and Capital Resources-Continued

currently has purchase orders of approximately  $2.2 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  $185,070 and $53,967 in investing  activities for the six
months ended December 31, 2001 and 2000, respectively.  The Company utilized net
cash of $815,920 and generated  $328,809 from debt financing  activities for the
six months ended December 31, 2001 and 2000, respectively.

The  Company's  total annual  commitment  at December 31, 2001 for the next five
years  of  $1,802,064   consists  of  obligations  under  operating  leases  for
facilities  and lease  agreements  for the  rental of  warehouse  equipment  and
automobiles.

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



                                       16
<PAGE>

Part II: Other Information

INTEGRATED HEALTH TECHNOLOGIES, INC.
--------------------------------------------------------------------------------

Item 1:      Legal Proceeding

                      None

Item 2:      Changes in Securities

                      None

Item 3:      Defaults Upon Senior Securities

                      None

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

                      None

Item 5:      Other Information

                      None

Item 6:      Exhibits and Reports on Form 8K

                      None


                                       17
<PAGE>

SIGNATURES
--------------------------------------------------------------------------------

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


                                    INTEGRATED HEALTH TECHNOLOGIES, INC.

Date: February 4, 2002                 By:/s/ Seymour Flug
                                          ----------------------
                                          Seymour Flug,
                                          President and Chief Executive Officer

Date: February 4, 2002                 By:/s/ Eric Friedman
                                          ----------------------
                                          Eric Friedman,
                                          Chief Financial Officer



                                       18