SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 December 2, 2004 HEALTH EXPRESS USA, INC. (Exact Name of Registrant as Specified in Charter) FLORIDA 02-27569 65-0847995 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1761 WEST HILLSBORO BLVD, SUITE 203, DEERFIELD BEACH, FLORIDA 33442 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (954) 570-5900 NOT APPLICABLE (Former Name or Former Address, If Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICER; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (B) PRINCIPAL OFFICER On November 30, 2004, in connection with the closing of the company-owned store (as described in more detail below) of Health Express USA, Inc., (the "Company") and to further reduce the Company's overall overhead costs, the President of the Company, Raymond W. Nevin, will no longer be employed by the Company. Item 8.01. Other Events. On December 2, 2004, the Company closed its only Company-owned restaurant location, thereby completing its previously announced plan to only have franchise owned restaurants. On December 2, 2004, the Company issued a press release announcing that the Company has closed its only Company-owned store and has completed its transition to only have franchise owned restaurants. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable (b) Not applicable (c) Exhibit No. Description EXHIBIT DESCRIPTION LOCATION Press Release of the Company, dated December 2, 2004, announcing Exhibit 99.1 that the Company has closed its only Company-owned store and has Provided herewith completed its transition to only have franchise owned restaurants 2 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 hereunto duly authorized. Date: December 2, 2004 HEALTH EXPRESS USA, INC. By:/s/ Douglas Baker ------------------------------------- Name:Douglas Baker Title:Chief Executive Officer 3