UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]  Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 For the quarterly period ended June 30, 2001

[ ]  Transition Report Under Section 13 or 15(d) of the Securities Exchange Act;

             For the transition period from _________ to __________

                        Commission File Number: 000-29822


                           THEHEALTHCHANNEL.COM, INC.
                           --------------------------
        (Exact name of small business issuer as specified in its charter)

          DELAWARE                                               33-0728140
-------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

260 Newport Center Drive, Suite 250, Newport Beach, CA             92660
---------------------------------------------------------------------------
       (Address of Principal Executive Offices)                  (Zip Code)

               Registrant's telephone number, including area code:
                                 (949) 631-8317


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
 Section 13 or 15(d) of the  Exchange Act during the past 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

       The issuer had 31,945,658 shares outstanding as of June 30, 2001.

           Transitional Small Business Disclosure Format (check one):

                               Yes             No X



                           THEHEALTHCHANNEL.COM, INC.

                                      INDEX
                                                                        PAGE NO.
PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

          Balance Sheet as of June 30, 2001 (unaudited).

          Statements  of  Operations  for the 6 months  ended June 30,  2001 and
          2000,  the 3 months  ended June 30, 2001 and 2000,  and for the period
          since inception to June 30, 2001 (unaudited).

          Statement of  Stockholders'  Deficit for the period since inception to
          June 30, 2001 (unaudited).

          Statements  of Cash Flows for 6 months  ended June 30,  2001 and 2000,
          and for the period since inception to June 30, 2001 (unaudited).

          Notes to Condensed Financial Statements (unaudited).

Item 2.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

Item 2.   Changes in Securities and Use of Proceeds

Item 3.   Defaults Upon Senior Securities

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

Item 5.   Other Information

Item 6.   Exhibits and Reports of Form 8-K

          (a)  Exhibits
          (b)  Reports on Form 8-K



PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          BALANCE SHEET - JUNE 30, 2001
                                   (UNAUDITED)

                                     ASSETS
CURRENT ASSETS:
Cash                                               $     28,051
Prepaid expenses and other receivables                   37,524
                                                   ------------

  Total current assets                                              $     65,575

DEPOSITS                                                                   9,052
                                                                    ------------

                                                                    $     74,627
                                                                    ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
 Accounts payable and accrued expenses             $    332,679
 Loans payable, stockholders                            144,000
 Accrued Stock-Based obligations                      1,399,446
 Loans payable, short term, 6% interest, due
  November 1, 2001                                      240,180
                                                   ------------
   Total current liabilities                                       $  2,116,305

SUBSCRIBED STOCK                                                        119,200

STOCKHOLDERS' DEFICIT:
Common stock; $.001 par value, 110,000,000
  shares authorized, 31,945,658 shares issued
  and outstanding                                        31,946
Additional paid in capital                            8,861,057
Deficit accumulated during development stage        (11,053,881)
                                                   ------------

  Total stockholders' deficit                                        (2,160,878)
                                                                   ------------

                                                                   $     74,627
                                                                   ============



                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                            STATEMENTS OF OPERATIONS



                                                                                 Three            Three        For the period
                                        Six months ended  Six months ended    months ended     months ended  since inception to
                                         June 30, 2001     June 30, 2000     June 30, 2001    June 30, 2000    June 30, 2001
                                          ------------      ------------      ------------     ------------     ------------
                                           (Unaudited)       (Unaudited)       (Unaudited)      (Unaudited)      (Unaudited)
                                                                                                 
NET REVENUES                              $     47,919      $          8      $     11,742     $          8     $     58,684

COST OF REVENUES                                    --                --                --               --               --
                                          ------------      ------------      ------------     ------------     ------------

GROSS PROFIT                                    47,919                 8            11,742                8           58,684

OPERATING EXPENSES:
 Depreciation                                  543,859           165,225           259,449           84,087        1,012,919
 Consulting and professional fees              131,132           463,880            56,134          125,452        4,152,591
 Website related                                90,977           250,067            46,399          147,142          848,720
 Interest expense                              374,914                --           198,250               --          718,249
 General and administrative                    412,525           336,697           182,099          161,557        2,166,438
                                          ------------      ------------      ------------     ------------     ------------
    Total operating expenses
                                             1,553,407         1,215,869           742,331          518,238        8,898,917

LOSS FROM CONTINUING OPERATIONS             (1,505,488)       (1,215,861)         (730,589)        (518,230)      (8,840,233)

Loss on discontinued operations                     --                --                --               --       (2,114,398)
Loss on disposal of segment                         --                --                --               --          (99,250)
                                          ------------      ------------      ------------     ------------     ------------

  TOTAL DISCONTINUED OPERATIONS                     --                --                --               --       (2,213,648)
                                          ------------      ------------      ------------     ------------     ------------

 NET LOSS                                 $ (1,505,488)     $ (1,215,861)     $   (730,589)    $   (518,230)    $(11,053,881)
                                          ============      ============      ============     ============     ============

NET LOSS PER SHARE, BASIC AND DILUTED:


      Continuing operations               $      (0.05)     $      (0.05)    $      (0.03)    $      (0.02)
                                          ============      ============     ============     ============
      Discontinued operations             $         --      $         --     $         --     $         --
                                          ============      ============     ============     ============
      Net loss per share                  $      (0.05)     $      (0.05)    $      (0.03)    $      (0.02)
                                          ============      ============     ============     ============

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                   27,835,668        23,841,963       27,304,165       23,666,380
                                          ============      ============     ============     ============




                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                       STATEMENT OF STOCKHOLDERS' DEFICIT



                                                                                                         Deficit
                                                                                                       Accumulated
                                                  Common Stock           Additional       Stock         during the      Total
                                                  ------------             paid-in     subscriptions   development   stockholders'
                                              Shares         Amount        Capital       Receivable       Stage     Equity/(Deficit)
                                           ------------   ------------   ------------   ------------   ------------   ------------
DESCRIPTION
                                                                                                    
Balance at December 31, 1997, restated for
  1:3 stock split on October 12, 2000        11,388,007   $     11,388   $    379,859   $         --   $   (274,783)  $    116,464

Shares sold for cash                          3,334,252          3,334        473,130                                      476,464

Shares issued in exchange for services        6,998,481          6,999      1,054,540                                    1,061,539

Common stock subscription                       184,413            184         59,816        (60,000)

Net loss for the year ended
  December 31, 1998                                                                                      (1,472,601)    (1,472,601)
                                           ------------   ------------   ------------   ------------   ------------   ------------

Balance at December 31, 1998                 21,905,153         21,905      1,967,345        (60,000)    (1,747,384)       181,866

IVTX

Issuance of common stock from IVTX
  private placement offering (Note 4)           113,043            113        112,086         60,000                       172,199

Issuance of shares for services rendered on
  behalf of the Company (Note 4)                 34,800             35         52,165                                       52,200

THEHEALTHCHANNEL.COM (FORMERLY IVTX)

Contribution of asset from Biologix
  International, Ltd. (Note 3)                                                947,835                                      947,835

Issuance of common stock from private
  placement offering (Note 4)                   405,934            406        510,134        (25,000)                      485,540

Issuance of common stock related to
  settlement agreements (Note 4)                501,667            502      1,796,843                                    1,797,345

Shares given directly by shareholders for
  services rendered on the Company's
  behalf (Note 4)                                                             860,100                                      860,100

Net loss for the year ended
  December 31, 1999                                                                                      (3,926,992)    (3,926,992)
                                           ------------   ------------   ------------   ------------   ------------   ------------
Balance at December 31, 1999                 22,960,597         22,961      6,246,508        (25,000)    (5,674,376)       570,093

Shares exchanged from pools (See Note 4)      1,528,369          1,528         (1,528)                                          --

Private placement offering, net               1,524,651          1,525        898,715                                      900,240

Proceeds received from stock subscriptions                                                    25,000                        25,000

Shares issued in settlement of debt
  (Alphabet Media)                               53,333             53         46,987                                       47,040

Shares issued for services - consultants         22,105             22         25,978                                       26,000

Shares issued for services (National
  Securities)                                     5,170              5          7,333                                        7,338

Shares issued for services (Quinn Emanuel)       27,633             27         30,645                                       30,672

Shares issued in settlement of legal matter
  (Benning and Fields)                           21,365             21         23,310                                       23,331

Shares issued in settlement (Marshall
  Redding)                                      274,508            275        172,666                                      172,941

Shares issued for bridge loan (Les Dube)        526,556            527        251,973                                      252,500

Warrants issuable for bridge loan (Laguna
  Pacific)                                                                    250,000                                      250,000

Shares issued to Larry Horwitz for
  consulting services                           666,667            667        499,333                                      500,000

Net loss for the year ended
  December 31, 2000                                                                                      (3,874,017)    (3,874,017)
                                           ------------   ------------   ------------   ------------   ------------   ------------
Balance at December 31, 2000                 27,610,954         27,611      8,451,920             --     (9,548,393)    (1,068,862)

Conversion of debt to equity, related
 Party, including conversion feature
  expense                                     4,000,000          4,000        388,001                                      392,001

Shares issued in exchange for
  consulting services                           334,704            335         21,136                                       21,471

Net loss for the six months ended
  June 30, 2001                                                                                          (1,505,488)    (1,505,488)
                                           ------------   ------------   ------------   ------------   ------------   ------------
Balance at June 30, 2001 (unaudited)         31,945,658   $     31,946   $  8,861,057   $         --   $(11,053,881)  $ (2,160,878)
                                           ============   ============   ============   ============   ============   ============




                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                            STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS



                                                                                                       For the
                                                                                                     period since
                                                                 For the six months ended June 30,   inception to
                                                                       2001             2000        June 30, 2001
                                                                   ------------     ------------     ------------
                                                                    (Unaudited)      (Unaudited)      (Unaudited)
                                                                                            
NET LOSS                                                           $ (1,505,488)      (1,215,861)    $(11,053,881)

ITEMS RECONCILING NET LOSS TO CASH
  USED BY OPERATING ACTIVITIES:
Depreciation                                                            543,859          165,225        1,012,919
Loss on disposal of segment                                                                                99,250
Interest expense                                                        361,164                           691,999
Noncash expenses from stock issuances                                   445,568          274,656        5,541,800
Settlement of litigation                                                                                  300,000

CHANGES IN OPERATING ASSETS AND LIABILITIES:
     Accounts receivable                                                     --               --            3,147
     Inventory                                                               --               --           83,077
     Software development costs                                              --          (34,500)              --
     Prepaid expenses                                                   (16,669)         121,850         (206,689)
     Deposits                                                            (5,200)          (3,852)         (11,649)
     Accounts payable and accrued expenses                             (167,992)         136,386          447,797
                                                                   ------------     ------------     ------------
      Total adjustments                                               1,160,730          659,765        7,961,651
                                                                   ------------     ------------     ------------
Net cash used by operating activities                                  (344,758)        (556,096)      (3,092,230)
                                                                   ------------     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Loans receivable                                                           --          (42,000)              --
  Payments to acquire property and equipment                                 --          (35,396)         (65,083)
                                                                   ------------     ------------     ------------
Net cash used for investing activities                                       --          (77,396)         (65,083)
                                                                   ------------     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payment for asset transfer                                                 --               --          (26,329)
  Stock subscribed                                                      119,200           25,000          119,200
  Proceeds from (payments on) loans, including
     related parties                                                    251,180               --          676,180
  Proceeds from issuance of capital stock, net                               --          662,480        2,416,313
                                                                   ------------     ------------     ------------
Net cash provided by (used for) financing activities                    370,380          687,480        3,185,364
                                                                   ------------     ------------     ------------

NET INCREASE (DECREASE) IN CASH                                          25,622           53,988           28,051

CASH, beginning of period                                                 2,429           92,237               --
                                                                   ------------     ------------     ------------

CASH, end of period                                                $     28,051     $    146,225     $     28,051
                                                                   ============     ============     ============

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
   Non-cash consideration from debt and equity transactions        $    806,732     $    274,656     $  6,806,133

                                                                   ============     ============     ============
   Conversion of debt to equity                                    $    200,000     $         --     $    200,000
                                                                   ============     ============     ============
   Proceeds from loan payable paid directly to Horwitz and Beam
    from Laguna Pacific on behalf of the Company                   $         --     $         --     $    100,000
                                                                   ============     ============     ============

  Acquisition of website technology and related assets             $         --     $         --     $    947,835
                                                                   ============     ============     ============




                           THEHEALTHCHANNEL.COM, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                        SIX MONTHS ENDED JUNE 30, 2001


(1)  BASIS OF PREPARATION

     GENERAL

     With  headquarters  in  Newport  Beach,  California,   thehealthchannel.com
(formerly   Innovative   Tracking   Solutions   Corporation   or  "IVTX")  is  a
comprehensive  health information  Internet portal that offers a one-step access
point for  consumers  and  professionals  who want to  explore a broad  array of
health  topics.   The  portal  currently   indexes  other  Internet  health  and
health-related  sites,  has direct  links with  online  health-care  information
service centers and provides detailed coverage of medical conditions.  Consumers
may access a global  library of  health-care  information  while  searching  for
products  and  services.   The  site  offers  a  complete  Internet  portal  for
state-of-the-art continuing medical education for professionals.

     The  Company  was  incorporated  under the laws of the State of Delaware on
September 4, 1996.

INTERIM FINANCIAL STATEMENTS

     The accompanying  financial statements include all adjustments  (consisting
of only normal  recurring  accruals)  which are,  in the opinion of  management,
necessary for a fair  presentation  of the results of operations for the periods
presented.  Interim  period  results for the six months ended June 30, 2001, are
not  necessarily  indicative  of the results to be expected  for the year ending
December 31, 2001. These financial statements should be read in conjunction with
the financial statements included in the annual report of  thehealthchannel.com,
Inc. (the "Company") on Form 10-KSB for the year ended December 31, 2000.

     USE OF 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  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

     PROPERTY AND EQUIPMENT

     Property and equipment are stated at cost. Expenditures for maintenance and
repairs are charged to earnings as incurred, whereas,  additions,  renewals, and
betterments  are  capitalized.  When  property  and  equipment  are  retired  or
otherwise disposed of, the related cost and accumulated depreciation are removed
from the  respective  accounts,  and any gain or loss is included in operations.
Depreciation  is computed  using the  straight-line  method  over the  estimated
useful lives of the related assets.

     During the quarter  ended March 31, 2001,  management  determined  that the
useful life of the website  technology and related  software to be approximately
two  years,  and  accordingly,  accelerated  the  amortization  of  the  website
technology  and  related  software.   This  change  in  estimate  increased  the
depreciation and amortization  expense by an additional  $400,000 during the six
months  ended June 30,  2001.  Based on this  change in  estimate,  the  website
technology and related software has been fully amortized by June 2001.

     DEVELOPMENT STAGE ENTERPRISE

     The  Company is a  development  stage  company as defined in  Statement  of
Financial  Accounting  Standards No. 7, "Accounting and Reporting by Development
Stage  Enterprises."  The Company is devoting  substantially  all of its present
efforts to  establish a new  business,  which is  unrelated  to the  business of
Innovative Tracking Solutions  Corporation  ("IVTX"),  and its planned principal
operations  have not yet commenced.  All losses  accumulated  since inception of
thehealthchannel.com  have been considered as part of the Company's  development
stage  activities.  The operations of IVTX in 1999 are presented as discontinued
operations  as a result of the  transfer  of its  assets  and  liabilities  to a
private company.

     NET LOSS PER SHARE

     The Company has adopted Statement of Financial Accounting Standard No. 128,
Earnings per Share ("SFAS No.  128"),  which is effective for annual and interim
financial statements issued for periods ending after December 15, 1997. Net loss
per  share  has been  computed  using  the  weighted  average  number  of shares
outstanding.  Common stock  equivalents have been excluded since their inclusion
would reduce loss per share.



Item 2 MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS
OF OPERATIONS

THE COMPANY

     thehealthchannel.com, Inc., formerly known as Innovative Tracking Solutions
Corporation  (the "Company") was  incorporated in Delaware on September 4, 1996.
It operates a  consumer-based  health  super site  (http://www.thehealthchannel.
com).

     On  April  16,  1999,  the  Company  transferred  all  of  its  assets  and
liabilities  based on majority  stockholder  approval to a newly formed  private
company.  The Company's plan of operations  following the transfer of assets and
liabilities was to seek and complete a merger or acquisition  transaction with a
small or  medium-sized  enterprise  which  desired  to become or remain a public
corporation.

     On July 28,  1999,  the Company was  successful  in finding an  appropriate
acquisition candidate and, pursuant to its bylaws and general Delaware corporate
law,  the  Company  acquired  certain  assets of Biologix  International,  Ltd.,
consisting primarily of  thehealthchannel.com  website and related technology in
exchange for the controlling interests of the Company. Restricted common shares,
representing  the majority  controlling  interests  held by the directors of the
Company, were transferred.

     In connection  with this change of control,  the Company's name was changed
to  thehealthchannel.com,  Inc. on July 28, 1999. The Acquisition closed on July
28, 1999 (the "Acquisition").

     With  headquarters  at  5000  Birch  Street,  Suite  4000,  Newport  Beach,
California,  thehealthchannel.com is a comprehensive health information Internet
portal that offers a one-step  access point for  consumers and  professions  who
want to explore a broad array of health  topics.  Consumers  may access a global
library of health-care  information  while  searching for products and services.
The site  offers a  complete  Internet  portal for  state-of-the-art  continuing
medical education for professionals.

RESULTS OF OPERATIONS

SIX AND THREE  MONTHS  ENDED JUNE 30, 2001 AS  COMPARED TO SIX AND THREE  MONTHS
ENDED JUNE 30, 2000

REVENUES

We are a development  stage company.  Revenues for the six months ended June 30,
2001 of $47,919 was derived  from  programming  fees and  affiliate  advertising
revenue as compared to $8 for the six months ended June 30,  2000.  Revenues for
the three  months  ended June 30, 2001 of $11,742 was derived  from  programming
fees and  affiliate  advertising  revenue as compared to $8 for the three months
ended June 30, 2000.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES/OPERATING EXPENSES

Selling,  general and administrative expenses amounted to $1,553,407 for the six
months  ended June 30,  2001 as compared  to  $1,215,869  for the same period in
2000. This included depreciation and amortization expense of $543,859 in 2001 as
compared to $165,225 in 2000,  consulting and  professional  fees of $131,132 as
compared to $463,880 in 2000,  interest expense of $374,914 as compared to $0 in
2000.  In the  aggregate,  in  comparing  the six month  period in 2001 to 2000,
operating  expenses   increased   primarily  due  to  the  acceleration  of  the
amortization  of the website and related  costs and interest  costs arising from
beneficial  conversion  feature from conversion of debt to equity, and decreases
in  consulting,  professional  fees and website costs  arising from  managements
effort to cut certain costs.

Selling,  general and administrative expenses amounted to $742,331 for the three
months  ended June 30, 2001 as compared to $518,238 for the same period in 2000.
This  included  depreciation  and  amortization  expense of  $259,449 in 2001 as
compared  to $84,087 in 2000,  consulting  and  professional  fees of $56,134 as
compared to $125,452 in 2000,  interest expense of $198,250 as compared to $0 in
2000.  In the  aggregate,  in comparing  the three month period in 2001 to 2000,
operating  expenses   increased   primarily  due  to  the  acceleration  of  the
amortization  of the website and related  costs and interest  costs arising from
beneficial  conversion  feature from conversion of debt to equity, and decreases
in  consulting,  professional  fees and website costs  arising from  managements
effort to cut certain costs.

During the quarter ended March 31, 2001,  management  determined that the useful
life of the website  technology  and related  software to be  approximately  two
years, and accordingly,  accelerated the amortization of the website  technology
and related  software.  This change in estimate  increased the  depreciation and
amortization  expense by an  additional  $400,000  for the period ended June 30,
2001 or $200,000 per quarter.  The website  technology and related  software has
now been fully amortized.



LOSS FROM OPERATIONS

The Company  incurred a loss from  operations of $1,505,488 and $730,589 for the
six and three months ended June 30, 2001 as compared to $1,215,861  and $518,230
for the six and three months ended June 30, 2000, respectively.

NET LOSS

The Company had a net loss of  $1,505,488  or $0.05 per share for the six months
ended June 30, 2001 as compared to $1,215,861 or $0.05 per share during the same
period in 2000.

The Company  had a net loss of $730,589 or $0.03 per share for the three  months
ended June 30, 2001 as  compared to $518,230 or $0.02 per share  during the same
period in 2000.

LIQUIDITY AND CAPITAL RESOURCES

     Since our  inception,  we have  primarily  funded our capital  requirements
through private equity infusions. Commencing in September of 1999 and closing in
August 2000, we conducted a private offering,  to accredited  investors only, of
units,  each unit  consisting  of one share of our common  stock and one warrant
exercisable for a term of two years. All shares  purchased in this offering,  as
well  as all  shares  underlying  warrants  purchased  in  this  offering,  have
piggyback  registration  rights which have been included in the Form SB-2/A. The
Form  SB-2?A  went  effective  in May 2001.  As  adjusted  for our one for three
reverse split, we originally priced this offering at $2.25 per unit with a $2.25
exercise price on the warrants.  However, the price of our publicly traded stock
dropped  precipitously  since the  beginning  of this  private  offering  and we
subsequently offered the units at lower prices.

     We received a loan in the amount of $250,000 from Laguna  Pacific  Partners
L.P., a Delaware  limited  partnership.  This loan is made pursuant to a secured
note that bears  interest  at the rate of 6% and is payable on February 3, 2001.
The due date of this loan has been  further  extended to  November 1, 2001.  The
loan is secured by all of our assets.  In consideration  for making this loan to
us,  Laguna  Pacific  Partners  received a warrant for common stock equal to the
quotient  of  $250,000  divided  by the  closing  bid of our  stock  immediately
preceding the  effective  date of this  prospectus.  The term of this warrant is
five years and the exercise price is $1 in the aggregate.  The warrant agreement
contains  terms,  which  increase the number of shares  underlying  the warrants
commencing  February  1,  2001 at the rate of 10% per  month,  compounding  on a
monthly  basis,  until the effective  date of our  registration  statement.  The
number of shares  registered  under the  registration  statement  on Form SB-2/A
includes the monthly  increase for February,  March and April 2001,  the date of
effectiveness.

     On August 18, 2000,  we received a loan in the amount of $250,000  from Les
Dube and Irene Dube. This loan was made pursuant to a note, which bores interest
at the rate of 6% and was  payable on the  earlier of  February  18, 2001 or the
effective  date of the  prospectus.  An agreement has been reached with Les Dube
and Irene Dube to repay the  principal  amount of the loan with shares of common
stock.  This loan was issued in consideration for 526,556 shares of common stock
in 2000. These shares have been registered in the registration statement on Form
SB-2/A, and, upon repayment of this loan, these shares are to be retained by Les
Dube. On the effective  date of the  registration  statement on Form SB-2/Am Les
Dube may sell these shares.

     During the six months ended June 30,  2001,  the Company  obtained  working
capital loans from Bob Ludovise,  a related party, in the amount of $185,000 and
in June 2001,  Bob Ludovise  converted  his loan payable  balance of $200,000 to
equity or approximately 4 million  restricted  shares,  for which, the price per
share was determined at 70% of the trading fair value at the date of conversion.
This conversion gave rise to an interest  expense which has been recorded in the
accompanying financial statements.

     At June 30,  2001,  the  Company had  outstanding  current  liabilities  of
$2,116,305,  of which, $1,399,446 has been approved by the Board of Directors to
be settled by  issuance  of stock.  The  remaining  balance  consists of accrued
professional  fees,  officer  compensation,  general  overhead costs,  and loans
payable of  approximately  $384,000.  All officers of the Company have agreed to
defer  their  compensation  until  such time as the  Company  has the  financial
ability to pay compensation. It is anticipated that loans payable will be repaid
from online and wireless revenues.

     We recognize that the company must generate additional  resources to enable
it to continue  operations.  Our plans include the sale of additional equity and
debt  securities  to various  private  equity funds  ranging from  $1,000,000 to
$15,000,000.  In addition, with infusion of capital from equity funding, we plan
to generate  significant  revenues resulting in positive cash flows by year-end.
However,  no  assurance  can be  given  that we will be  successful  in  raising
additional capital. Further, there can be no assurance, assuming we successfully
raise additional  funding,  that we will achieve  profitability or positive cash
flow.  If  management  is  unable  to  raise  additional  capital  and  expected
significant revenues do not result in positive cash flow, we will not be able to
meet our obligations and will have to cease operations.



     The Company does not believe that inflation has had a significant impact on
its operations since inception of the Company.

FUTURE PLAN OF OPERATION

     The  company's  overall plan of operations  for the next 12 months  include
significant website development in four primary areas:

     a)   Further  develop,  promote  and  increase  product  offerings  in  its
          industry  leading   "Anywhere,   Anytime  (TM)"  mobile  and  wireless
          strategy.  Thehealthchannel.com  was a first  time mover in the health
          sector with this technology application.
     b)   Broaden  overall  content  offerings  in the areas of  general  health
          content and delivery of health goods and services.
     c)   Deliver  a number  of "deep  vertical"  products  in  specific  health
          topics.
     d)   Implement  the   business-to-business   revenue  generating   products
          covering a number of health areas  including some unique  products not
          currently in the marketplace.

     The  company's  overall  plan of  operation  also  includes  completion  of
strategic acquisitions for the purposes of revenue/profit  enhancement,  content
development, and increased traffic to the website.

     We are currently  conducting  product research and development in the areas
of general health content,  broadening and strengthening our health  information
delivery, as well as conducting research and development in the areas of premier
health product offerings (deep verticals) and mobile and wireless communication.
In addition  we will  continue  to develop  its  business-to-business  goods and
services products.

     We recently  purchased  (through the inclusion of our new operations center
lease) the necessary  infrastructure to grow and reduce our operational costs by
bringing a majority of our software development in-house.

     We expect to add approximately 5-10 new employees in this fiscal year.



PART II OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     In management's  opinion,  there are no material litigation matters pending
or threatened against the Company.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

          None.

ITEM 3.   DEFAULT UPON SENIOR SECURITIES.

          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (a)  Exhibits:

               None.

          (b)  Reports on Form 8-K

               None.



                                   SIGNATURES

     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
Registrant  caused this amended  quarterly  report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                        THEHEALTHCHANNEL.COM, INC.

Dated: August 20, 2001                  /s/ Donald Shea
                                        ------------------------------------
                                        By:  Donald Shea
                                        Its: Chief Executive Officer, President,
                                             Chairman of the Board