UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarter ended September 30, 2000 Commission file number 000-27931 DESERT HEALTH PRODUCTS, INC. (Exact name of registrant as specified in its charter) Arizona 86-0699108 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8221 E Evans Rd Scottsdale, Arizona 85260 (Address of principal executive offices) (Zip Code) (480) 951-1941 Registrant's telephone number, including area code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ______ As of November 9, 2000, there were 7,763,971 shares of common stock outstanding. DESERT HEALTH PRODUCTS, INC. FOR THE QUARTER ENDED SEPTEMBER 30, 2000 INDEX PART I - FINANCIAL INFORMATION Page No. Item 1. Financial Statements Balance Sheet as of September 30, 2000 3 Income Statement of Operations ending September 30, 2000 4 Statement of Cash Flow for the three months 5 ending September 30, 2000 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation 6-17 PART II - OTHER INFORMATION Item 1. Legal Proceedings 17 Item 2. Changes in Securities 17 Item 3. Defaults by the Company upon its Senior Securities 17 Item 4. Submission of Matter to a Vote of Security Holders 17 Item 5. Other Information 13 Item 6. Exhibits and Reports of Form 8-K 17 SIGNATURES 18 DESERT HEALTH PRODUCTS, INC. BALANCE SHEET AS OF SEPTEMBER 30, 2000 PART I - FINANCIAL INFORMATION Item 1. Financial Statements ASSETS Current Assets Cash $29,738 Accounts Receivable 14,288 Inventory 139,810 ------- Total Current Assets 183,836 Property and Equipment Furniture and equipment and Leasehold Improvements 135,395 Less: Accumulated Depreciation (15,676) -------- 119,719 Other Assets Intangibles, net of amortization 1,020,384 Notes receivable 487,850 Deposits 10,000 Other 41,518 -------- 1,559,752 ---------- TOTAL ASSETS 1,863,307 ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable 178,239 Current Portion of LongTerm Debt 479,256 -------- Total Current Liabilities 657,495 Long term Liabilities Notes Payable 185,987 ------- Total Long Term Liabilities 185,987 Stockholders Equity Common Stock, $.001 par value, 25,000,000 shares authorized and 7,763,971 shares issued and outstanding 7,764 Subscription receivable (1,000) Preferred Stock, $.001 par value, 10,000,000 authorized and 1,273,500 shares issued and outstanding 1,273 Additional Paid in Capital 2,666,610 Accumulated Deficit (1,654,822) ------------ 1,019,825 ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,863,307 =========== DESERT HEALTH PRODUCTS, INC. STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDING SEPTEMBER 30, 2000 Revenue $ 37,250 Cost of Sales (23,432) --------- Gross Profit 13,818 Operating Expenses 238,283 ----------- Loss from Operations (224,465) Other Expense Interest Expense 1,913 ----------- Net Loss before provision for income taxes (226,378) ========== Beginning Accumulated Deficit (1,428,505) ------------ Ending Accumulated Deficit (1,654,883) ------------ Earnings per common share $ (0.03) ============ DESERT HEALTH PRODUCTS, INC. STATEMENT OF CASH FLOW FOR THE THREE MONTHS ENDING SEPTEMBER 30, 2000 Cash Flows from Operating Activities Cash received from customers $ 37,250 Cash paid to suppliers and employees (117,266) ------------ Net Cash Provided (Used) in Operating Activities (80,016) Net Cash Provided by Investing Activities 14,037 Cash Flows from Financing Activities Issuance of stock 92,000 -------- Net cash Provided by financing activities 92,000 Net Decrease in Cash and Cash Equivalents 26,021 Beginning Cash and Cash Equivalents 13,717 --------- Ending Cash and Cash Equivalents $ 39,738 --------- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis should be read in conjunction with the Company's financial statements and the notes thereto contained elsewhere in this filing. Overview Desert Health Products, Inc.'s efforts in the third quarter continued to center on aggressively expanding its abilities to penetrate the European and Asian marketplaces. The Company continued its development and expansion program via on-site shows and education programs for specific countries. In September 2000, Thor Lindvaag and Dr. Dennis Harris, presented seminars throughout Europe introducing Dr. Harris' Original Snore Formula to the foreign market. Revenues were not realized from this market during the third quarter due to Europe's usual July and August holiday season. Of great excitement to management is the joint venture with www.Everfill.com which is expected to produce substantial business for Desert Health in the Business-to-Business and Business-to-Customer fields of pharmaceutical items. Initial launch was projected for August 2000. However, due to the delay in obtaining the Pharmacy Brokers permit, the first sales are projected to occur in the first quarter of 2001. The investment cost of the one-time fee for the Everfill license, the start-up charges to establish the Company's new office in Beijing, China, and the expense of the European tour created additional third quarter expenses. However, management believes these expenses are necessary in order to launch and support Desert Health in Beijing and the Company's websites. DesertthealthRX.com website is completed and will be fully operational by January 1, 2001. Desert Health's contract with Everfill has been finalized. Licensing requirements in the Middle East are expected to be finalized by the first quarter in 2001. Desert Health's new board member, William T. Walker, Jr., is Chairman and President of Walker Associates, a Beverly Hills, California-based corporate finance consulting firm. Mr. Walker has over forty years experience in the capital markets industry. Mr. Walker has been a member of the board of the Securities Industry Association, Chairman of the California District Securities Industry Association, Governor of the Pacific Stock Exchange, President of the Bond Club of Los Angeles, and a member of the American Stock Exchange Advisory Committee. Mr. Walker graduated from Culver Military Academy and attended Stanford University. The Company, an Arizona corporation, (the "Company") was formed in 1991 to develop dietary supplement products from natural plant extracts. The Company is focusing its development efforts on certain plants and plant extracts that are widely used to enhance the life style of those desiring better health throughout the United States, Europe, Asia and South America. The Company identifies and quantifies the properties within plant sources that are believed to provide therapeutic or other health benefits and to produce dietary and herbal supplements. Herbal supplements are multi-molecule compositions extracted or otherwise derived from plants. Herbal products have been used for centuries throughout the world to treat a variety of diseases and physical conditions. In recent years, health consciousness and the increasing popularity of `all natural' products have contributed to a growth in public interest in herbal and nutraceutical therapies. The worldwide market for natural dietary supplements is substantial. According to NUTRITION BUSINESS JOURNAL, approximately 30 Billion dollars were spent in the United States for non-prescription, plant-derived dietary supplements, with sales, according to the BOSTON GLOBE, having increased over 20% annually in the last few years. In addition, according to THE WALL STREET JOURNAL EUROPE, approximately $18 billion was spent in Europe for prescription and over-the-counter ("OTC") multi-molecule, plant-derived products. Asia is according to the U.S. Department of Commerce one of the fastest growing markets for natural and herbal products with U.S. produced items increasing in acceptance. The Company's formulations are innovative and groundbreaking and have a proven record of success with a commitment to purity, quality, research information and support with affiliated global distribution capabilities. The Company has over 100 registered Trademarks in over twenty countries worldwide. The Company offers the customers a choice of turnkey or customized private label options and the ultimate in sophisticated formulations to choose from. In order to offer the appropriate line of products to fill any market niche or tailor products to diverse cultures, a variety of product information in seven languages is available. All proper documents such as Certificates of Free Sale, Certificates of Analysis, Certificates of Manufacture, Flow Charts, and Standard Operating Procedures are available. All of the Company's products are available in tablets, capsules, bulk, blended powders, private labeled or branded. All products are manufactured in FDA approved facilities according to GMP standards. General The Products VITAMIN AND MINERAL SUPPLEMENTS At Desert Health Products, Inc. we ensure the highest quality vitamin and mineral supplements available. All our products go through a range of rigorous tests, from the raw materials to the end tablet or capsule. The ingredients are thoroughly tested for purity, potency, microbial content, and dissolution analysis, and only the finest ingredients are utilized for the Company's vitamin and mineral supplements. Our in-house research and development department supports all of the products. The Company strives to give the customer the best quality vitamins and minerals at the most competitive price. VITAMINS Antioxidant - The Company's antioxidant is formulated to achieve optimum results and is designed to work synergistically with our multi-vitamin and multi-mineral tablets. Antioxidants neutralize free radicals that can cause damage to cells, impairing the immune system. * Multi Vitamin Tablets - Our multi vitamin tablets are synergistically blended to give maximum benefits. * MINERALS Multi Mineral Tablets - Desert Health Products, Inc. multi mineral tablets contain a complete balance of easy-to-absorb minerals. * Chromium Picolinate - Chromium Picolinate is a mineral that helps to increase lean body mass, lower blood cholesterol levels, increase endurance, and regulate blood sugar. It enhances metabolism and promotes permanent fat loss. * Colloidal Minerals - Colloidal Minerals Premium Blend provides over 70 major and trace minerals in a natural concentrate that is easy to absorb. * Selenium PlusT - Selenium is an essential trace element in humans. * Super Minerals w/Aloe VeraT - Super Minerals w/Aloe Vera provides the benefit of easily absorbed minerals and the health promoting qualities of Aloe Vera. * CHINESE HERBAL PRODUCTS by Master Herbalist Dr. Henry Han Desert Health Products, Inc. introduces six unique products based on classic Chinese formulas originally developed through 3000 years of medical practice as well as current clinical and laboratory studies. These products embody Chinese medicines basic philosophy of balance, integrating prevention and treatment of illness while enhancing well being and quality of life. These products were individually formulated by master herbalist, Dr. Henry Han, who drew from over 20 years of clinical experience and research to design formulas to be agreeable to the typical body type of westerners. Restoring Essence IT - This product is formulated for the treatment of weakness and fatigue, or to enhance vitality and energy in healthy individuals. * Restoring Essence II T - This product is formulated for the treatment of premature and/or accelerated aging, or for promoting youthfulness and retarding the aging process in healthy individuals. * In 1980, a team of Chinese medical experts specializing in aging-related illnesses from Longhua Hospital of Shanghai University of Traditional Chinese Medicine analyzed thousands of ancient herbal formulas that had been developed over a 1,400 year period between the Sui and Qin Dynasties (circa 500 A.D. to 1900). The researchers identified 124 classic formulas claimed anti-aging or promoting longevity. About a dozen formulas were eventually selected and then integrated into a single formula. It was named `Restoring Essence' and put through extensive clinical and laboratory testing. The results were published, since 1983, in a series of reports in numerous medical journals involving over two thousand patients. The studies concluded that the formula has remarkable therapeutic effects on a wide range of symptoms associated with aging: weakness and fatigue, degenerative change in spine and joints, dizziness or light-headedness, frequent urination or weakened urinary control, insomnia, etc. It can also significantly improve the body's cellular immune functions, increase muscle strength, delay the occurrence of osteoporosis, and counteract the original hypertension. Laboratory studies also confirmed that the formula markedly extends the life span of lab mice and silk worms, aids body's ability to repair DNA damage and slows down the degeneration of sex organs, thymus, lung and liver cells due to aging. * Liquijade ElixirT - This product is formulated to treat heartburn, indigestion and epigastric pain due to gastric reflux, superficial gastritis, peptic ulcer and hiatal hernia. * Qi Bars - The bars are formulated with 100 percent natural herbal ingredients, with no added sugar, starch, food coloring, artificial preservatives or yeast. * Herpes CalmT - This product is formulated to control the outbreak of herpes simplex through strengthening of the immune system and suppressing the herpes simplex virus. Herpes Calm can significantly reduce the frequency and intensity of symptoms. * Flu and Cold ClearT - This formula is most effective in alleviating the discomforts of the flu and common cold when taken at the onset of symptoms and resolve infections swiftly at their early stage. It also provides protection against potential infection during flu season when exposed to risk factors such as infected individuals and closed environments (airplanes, offices and school yards.) * Dr. Henry Han is a consultant and an advisor to Desert Health Products, Inc. and is the agent in charge of the Company's new office facility in Beijing, China. This office will enable the Company to supply to its worldwide customer base the finest in Chinese herbs, standardized to Dr. Han's requirements. SPECIALTY SUPPLEMENTS The Company uses current scientific research to create our innovative specialty supplements. We search worldwide to find the naturally derived ingredients utilized to formulate these powerful products. All of these supplements contain targeted nutrition, to provide safe and effective natural remedies for common ailments. AlcotrolT - Kudzu extract, the main ingredient in Alcotrol, has been used widely in China and Japan to treat alcoholism. * AsthmaCalmT - The combination of natural ingredients can aid in desensitizing a person to allergies. * Brain BoostT - The cutting edge product incorporates Phosphatidyl Serine and Ginkgo Biloba and other items that enable people to cope with today's fast pace. * Desert BoostT - Bee pollen, (the caviar of the plant world), Propolis, Royal Jelly and Aloe Vera increase energy and immune systems. * Enhanced Performance IIT - The low levels of testosterone in many men today can be enhanced with this product. * EnercoffeeT - This product, using whole bean coffee, can vitalize energy levels. * Euro FiberT - Euro Fiber wafers help fill the need for fiber in today's diet. * Ginkgo Biloba - Ginkgo Biloba has been used in Oriental medicine since ancient times for brain function.* Glucosamine Complex - Glucosamine with Boswellinr can aid in the construction of connective tissue and help suppress pain in joints. * Liver p.s. TabletsT - This product helps support liver health and promote detoxification. * Lyco/MenT - This supplement is designed with a synergistic blend of selected phytonutrients, which include tomato extract and saw palmetto that have been shown to support prostate health. * Migrasafe-NT - This supplement contains the herb Feverfew. Studies show this herb can lower the incidence of migraine headache. * OsteoDense PlusT - Ipriflavone has shown clinically to support increase in bone mineral density. Osteoporosis is a decrease of bone density. * Pain & Joint Support Cream - Two of the ingredients in this product - Boswellinr and Capsaicin - are known to lower pain and increase circulation. * Shark Cartilage - This is a non-toxic product from 100% shark cartilage. Research shows this product may increase mobility and reduce pain. * Time-Released Melatonin - As we grow older the body produces less of this needed substance. Desert Health's Time-Released Melatonin can aid in sleep and better health. * WEIGHT MANAGEMENT PRODUCTS In response to the obesity epidemic in the United States and elsewhere in the world, the Company has created a line of products to assist in weight reduction and management. Our specialized weight loss products incorporate only the finest, most effective natural ingredients, which help to reduce appetite, accelerate the metabolism, diminish carbohydrate cravings, and encourage fat loss, so permanent weight loss may be achieved. These products are intended for use by adults only. Consult a physical prior to the use of any dietary supplement for children under the age of 14. Weight Loss-NT - This formula incorporates Ayurvedic herbs and minerals to help control carbohydrate cravings. * NaturaLeanT - By reducing unhealthy fat intake you can build better health and longevity. This product can target the damaging fats. * NiteLean PlusT - This product is designed to be effective in losing weight while you sleep. * ThermoburnT - Regular use of Thermoburn combined with a balanced diet enables you to lose body fat comfortably. * Fat InhibitorT - Fat Inhibitor helps reduce the amount of fat the body absorbs from food. * HERBAL/BOTANICAL PRODUCTS Desert Health Products, Inc. herbs and other botanical products are created from premium raw materials. We utilize only botanical ingredients cultivated from reputable growers with strict quality standards. Our formulas blend the traditional wisdom of cultures across the globe, and modern science. Desert Health uses only natural ingredients that have clinically validated healing properties. Aloe Vera Juice - Desert Health offers cold processed aloe juice in various flavors and aloe gel for internal and external use. Aloe properties are noted for improved digestion, burn treatment, pain and many other uses. * Bee Pollen - Bee pollen is a natural food rich in vitamins, minerals, trace elements, fatty acids and hormones, and contains all 22 ingredients the body is made of. Desert Health's is the finest grade available from the high desert. * Cat's Claw - Cat's Claw has a long history of traditional use by the Ashaninka and Campa Indians. Dr. Brent Davis refers to Cats's Claw as "the opener of the way" for its ability to cleanse the entire intestinal tract. * Grape Seed Complex - Proanthocyanidin (PCO) is a natural plant bioflavonoid and is one the most potent antioxidants available. Grape Seed Complex yields a 95 percent concentration of PCO. Noni - This product grows primarily throughout the South Pacific. The fruit has been known to stimulate the immune system. * Pau d'arco - Pau d'arco is a powerful antibiotic and aids in control of various allergies. * Propolis - This product is gathered by the honeybee and is the main factor in the sterilization of the beehive. There are many beneficial effects of this natural product. * Royal Jelly - This is the food of the Queen Bee which gives her the required longevity. It is highly concentrated in amino acids, fatty acids and vitamins. * Saw Palmetto - An extract from the oil of the Saw Palmetto berry demonstrates a remarkable ability to reduce the prostate. Nearly 60 percent of men between ages 40 and 60 have an enlarged prostate gland. * St. John's Wort - Recent studies show this product is effective as an anti-depressant and an overall mood elevator. * FemAID PRODUCTS SUPPORT SYSTEMST Designed for and by women, femAID is a comprehensive nutritional program, formulated for women of all ages, but especially for women suffering from PMS, perimenopause and menopause. Today, a growing number of women are asking for more natural products and approaches whenever possible. Although there is not a lack of products available there is a lack of guidance and support in terms of how much, when, and in what combinations supplements should be taken in order to be truly beneficial The femAID line has taken out the guesswork for the consumer by recommending a distinct combination of natural products for each hormonal phase women go through The femAID line is a combination of nutritional supplements, phyto (plant) hormones and herbs, designed by a certified nurse practitioner and a registered dietitian to help women maintain optimal health and alleviate uncomfortable symptoms resulting from hormonal and nutritional imbalance. Women's Basic Formula I - An optimal formula of premium vitamins, herbs, chelated minerals, antioxidants, amino acids and digestive enzymes to support women through their cycle. * Women's Basic Formula II - A combination of beta-carotene, B vitamins, vitamin E, magnesium and iron which works in conjunction with Women's Basic Formula I to minimize PMS discomforts. * Bone Support - This formula contains a highly assimilable form of calcium, microcrystalline, hydroxyapatite concentrate (MCHC) a compound comprised of calcium, phosphorous, trace minerals, and a protein complex. MCHC contains the same nutrient profile as that found in bone. * Amino Acid Complex - Easy-to-absorb free form amino acids serve as building blocks of protein, and are an integral part of every system of the body. This complex supports the body's ability to make hormones, neurotransmitters and enhances immune function and energy. * Essential Fatty Acid Support - This supplement is derived from borage oil, the richest form of gamma linoleic acid (GLA). Essential fatty acids (EFA's) are necessary or producing hormones, regulating cholesterol, and enhancing the body's ability to burn fat. Many women are deficient in EFA's due to chronic dieting and the consumption of processed/damaged fats (i.e. margarine and hydrogenated fats). * Phytoestrogen Support - Gentle plant estrogens derived from black cohosh, dong quai, red clover and gamma oryzanol (a phytosterol from rice bran oil) provide a comprehensive herbal formula to naturally balance estrogen levels, which helps to relieve the symptoms of perimenopause and menopause. * Essential Pro Cream - This rebalancing formula contains wild yam extract, vitamin E, aloe vera and progesterone, which are beneficial for the improvement of the skin and body. * Vitality Support - This is an herbal/amino acid combination that includes tyrosine, an amino acid which directly enhances dopamine production which increases energy and alertness. * Calm Support - This is an herbal/amino acid combination containing St. John's Wort and 5-HTP (5-hydroxytryptophan) the precursor to the brain chemical serotonin. Additionally this formula contains the herbs kava kava, hops, burdock root, fennel, vervain and motherwort for extra nutritional support to soothe the body. * Sleep Support - This gentle formula contains the herbs valerian, hops, passion flower, skullcap, wild lettuce, chamomile and vervain to promote tranquillity and overall relaxation. * Essential Passion - This formula is a unique blend of herbs and plant extracts that boost sexual desire and promote overall health and vigor. Essential Passion contains two Ayurvedic herbs - Tribulus terrestris and curuminoids - as well as Avena sativa, Damiana and zinc. * Essential Feminine Moisture - This soothing cream containing phytoestrogens, vitamin E and vitamin A helps mid-life women restore natural vaginal moisture. Non-petroleum based cream, unscented and flavorless. * AYURVEDIC PRODUCTS For over 5000 years, a health system referred to as Ayurveda, meaning `the science of life', has been practiced in India. This system of natural medicine uses a holistic approach to healing using specialized herbal formulas to balance the body. Desert Health Products, Inc. Ayurvedic herbal formulas blend the traditional ancient wisdom with the finest current scientific research and manufacturing methods. Antioxidant Formula - Curcuminoid C3 Complexc and other Natural Antioxidants* Ashwagandha Root Extract - Ayurvedic Adaptogen and Energizer for Stress* Bacopinc and Ginkgo Complex - Supports Normal Memory Function and Reduces Absentmindedness* Bio-Q-10 - Helps support Cardiovascular Function and a Healthy Circulatory System* Bio-Selenium - Supports the Body's Defense System* Bioperinec - Supports Efficient Nutrient Absorption* Boswellinc and Curcuminoids - Supports Normal Joint Function and Lubrication* Citrinc Forte - Support for Weight Loss Programs* Curcuminoids - Natural antioxidants from turmeric* DGL Plus GingerT - Helps maintain a healthy digestive system* Glucosamine Plus Boswellinc Blend - Supports normal joint function and lubrication* Gugulipidc Plus Hawthorne Complex - Supports cardiovascular function and healthy circulation* Gugulipidc Plus Lactosporec - Helps maintain healthy cholesterol levels Gymnema & Alpha-Lipoic Complex - Supports maintenance of normal blood sugar levels* Lactosporec Chewables - Helps maintain healthy intestinal flora* Lactosporec Probiotic - Helps promote healthy intestinal flora* Picrolivc Boswellinc Blend - Supports a healthy respiratory system* Premium Evening Primrose - Supports a healthy respiratory system* Slim & Healthy - Citrin and Chromium for Weight Loss Programs* SKIN CARE PRODUCTS The condition and appearance of your skin is what people notice about you first. It's what you sense first when you look in the mirror. Lavishing care on your skin makes a very personal statement - that you are worth caring for. At Desert Health Products, Inc. we demonstrate that we care about your skin by offering the most innovative skin technology available anywhere. Our purpose is to give you back and protect your natural inheritance of youthful smoothness and the radiant vitality of healthy skin. Intensive Mag C GelT - Intensive Mag C Gel is a powerful antioxidant which aids in cellular repair. Micellular Facial Cleanser - This product exfoliates, cleanses, treats and refines the skin. Alpha Hydroxy Gel - This product balances the pH, prevents irritation and reduces acidic acid. Macroemulsion Moisturizer - This product moisturizes, balances the skin's water barrier properties, and protects against environmental damage. PET CARE PRODUCTS Desert Health Products, Inc. has researched and developed a complete line of Pet Care products for good nutrition and grooming. The philosophy behind our pet care line is to provide for the health and well being of the animal by using natural raw materials with no negative side effects. The products are formulated using such materials as Aloe Vera, active essential oils, efficacious herbs, natural emollients and other natural ingredients. Of these agents Aloe Vera is a key ingredient for the health and beauty of the animal. Only 100% natural liquid Aloe Vera is used in these products. The Aloe Vera is carefully cold processed in liquid form to preserve all of the efficacy of the fresh product. Heat Lotion - Heat Lotion contains a large percentage of aloe vera along with methyl salicylate that helps to relieve strains and sprains. Shampoo with Parasite Control - Works well on animals allergic to flies and parasites. It helps balance skin pH and is mild to the skin. Shampoo w/Bluing - This product is concentrated, safe, and aids in relief of minor irritations. It takes out yellows, grays and greens, removes dirt, oil, perspiration, and reduces matting without drying or irritating the skin. Aloe Coat Conditioner - This product applies natural emollients to the animal's coat leaving the coat and skin soft and shiny. Vet Cream - This product contains 80% pure aloe. This natural cream helps to alleviate the dry and chapped condition and promotes hair growth. Hoof and Nail Conditioner and Rebuilder - This cream treats animal's hooves with natural protein and lubricants in a base of aloe vera which promotes healthy growth and enhances healing. Many grooms also use this product effectively on their nails. Spray Bandage - The Spray Bandage applies aloe vera directly to the sound forming a light protective barrier over the area keeping the wound clean and insect free. This formula is water-resistant but can be easily removed with soap and water. Aloe Vera Gel - This highly concentrated product provides soothing and healing to the affected area. Use is effective for sunburns and abrasions on humans and animals. Pet Deodorizer and Conditioner - This product rids animals of odors by using nuetronic control. The result is fresh odor and soft coat. Pet wellT - This supplement contains honeybee pollen and amino acids, along with fiber, vitamins and minerals for a balance of essential needs. This product was designed to meet the nutritional needs of pets of all ages, sizes, and physical conditions. It helps to maintain proper body weight, energy and metabolism. * WATER PURIFICATION The importance of fresh clean water for a healthy body is well known. Desert Health Products, Inc. provides ten above and below counter water purification systems along with support documents and replacement parts. Benefits and Features: * Cost effective Multi purpose * Controls bacterial growth Simple * Easily installed Limited one year warranty * Low maintenance Great tasting water * Compact designs It is the goal of Desert Health to inform you of available and newly introduced products. Our websites can do this at your convenience - www.deserthealth.com www.femaid.com www.deserthealthrx.com *This is a statement of nutritional support. These statements have not been evaluated by the Food and Drug administration. These products are not intended to treat, cure or prevent any disease. Results of Operations for the three months ended September 30, 2000 The total gross profit was $37,250 and operating expenses from continuing operations were $238,283 for the three months ended September 30, 2000. This represents a $(224,465) in loss from operations for the three months ending September 30, 2000 Forward-Looking Statements and Associated Risks This Quarterly Report on Form 10-QSB contains forward-looking statements made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These forward looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties, many of which are beyond the Company's control, including, but not limited to, economic, competitive and other factors affecting the Company's operations, markets, products and services, expansion strategies and other factors discussed elsewhere in this report and the documents filed by the Company with the Securities and Exchange Commission. Actual results could differ materially from these forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the forward- looking information contained in this report will in fact prove accurate. The Company does not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances. Liquidity and Capital Reserves As of September 30, 2000 (Unaudited) As of September 30, 2000, the Company's assets were $1,863,307 and its liabilities were $843,482 resulting in stockholders' equity of $1,019,825 for the three months ending September 30, 2000. The Company has continued to fund its deficit cash flow from private placements of the Company's common stock. It is anticipated that loans and the sale of the Company's stock will continue until such time as the Company generates sufficient revenues from its operations to cover operating expenses. PART II--OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities. None. Item 3. Defaults by the Company upon its Senior Securities. None. Item 4. Submission of Matter to a Vote of Security Holders. None Item 5. Other Information. None Item 6. Exhibits and Reports of Form 8-K. 8-K Filed October 31, 2000- Spin off of Royal Phoenix SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DESERT HEALTH PRODUCTS, INC. (Registrant) By:_/s/ Johnny Shannon_ Johnny Shannon President Date: November 13, 2000