S-8

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     under

                          THE SECURITIES ACT OF 1933

                               APO HEALTH, INC.
              Formerly known as Internetfinancial Corp. Com, Inc.
              ---------------------------------------------------
       (Exact Name of Small Business Issuer as specified in its charter)

            Nevada                     000-30074              86-0871787
(State or other jurisdiction     (Commission File No.)   (IRS Employer ID No.)
     of Incorporation)


                3950 Oceanside Ave., Oceanside, New York 11572
                ----------------------------------------------
                   (Address of principal executive offices)


                          STOCK COMPENSATION PLAN I

                          (Full title of the plan)

                             Dr. Jan Stahl, CEO
                              APO Health, Inc.
                             3950 Oceanside Ave.
                          Oceanside, New York 11572

                   (Name and address of agent for service)


                                (516-594-0005)

         (Telephone number, including area code, of agent for service)




CALCULATION OF REGISTRATION FEE

  Title of          Amount Proposed           Maximum          Proposed Maximum        Amount of
Securities To           To Be             Offering Price          Aggregate           Registration
Be Registered         Registered           Per Share(1)         Offering Price           Fee(1)
-------------       ---------------       --------------       ----------------       ------------
                                                                          

COMMON SHARES:         1,100,000              $1.00                1,100,000             $275.00
($0.001 par value)

STOCK OPTIONS: None

TOTAL:                 1,100,000              $1.00                1,100,000             $275.00


(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.


                                    PART I

                    INFORMATION REQUIRED IN THE PROSPECTUS

     Note: The document(s) containing the information concerning the 2001
     Stock Compensation Plan I (the "Plan") of APO Health, Inc., a Nevada
     corporation (the "Registrant" or the "Company"), dated June 14, 2001
     required by Item 1 of Form S-8 under the Securities Exchange Act of
     1934, as amended (the "Exchange Act"), and the statement of availability
     of registrant information, consulting agreement and other information
     required by Item 2 of Form S-8 will be sent or given to participants as
     specified in Rule 428. In accordance with Rule 428 and the requirements
     of Part I of Form S-8, such documents are not being filed with the
     Securities and Exchange Commission (the "Commission") either as part of
     this registration statement on Form S-8 (the "Registration Statement")
     or as prospectuses or prospectus supplements pursuant to Rule 424. The
     Company will maintain a file of such documents in accordance with the
     provisions of Rule 428. Upon request, the Company shall furnish to the
     Commission or its staff a copy or copies of all of the documents
     included in such file.

     References in this document to "us," "we," or "the Company" refer to APO
     Health, Inc., its predecessor and its subsidiaries, if any.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
        ----------------------------------------

     The following documents, which has been filed by us with the Securities
     and Exchange Commission, is hereby incorporated by reference into this
     Prospectus: (Our Report on Form 10-KSB for the fiscal year ended April
     30, 2000; our report on Form 8-K for the fiscal quarter ended March 30,
     2001).

     All documents filed by us with the Commission pursuant to Sections
     13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of
     this Registration Statement and prior to the filing of a post-effective
     amendment to this Registration Statement which indicates that all
     securities offered hereby have been sold or which de-registers all
     securities then remaining unsold shall be deemed to be incorporated in
     this Registration Statement by reference and to be a part hereof from
     the date of filing of such documents.

     Any statement contained in this Registration Statement, in a supplement
     to this Registration Statement or in a document incorporated by
     reference herein, shall be deemed to be modified or superseded for
     purposes of this Registration Statement to the extent that a statement
     contained herein or in any subsequently filed supplement to this
     Registration Statement or in any document that is subsequently
     incorporated by reference herein modifies or supersedes such statement.
     Any statement so modified or superseded shall not be deemed, except as
     so modified or superseded, to constitute a part of this Registration
     Statement.

Item 4. Description of Securities.
        --------------------------

     We are authorized to issue 125,000,000 shares of common stock .001 par
     value and no shares of Preferred Stock. As of March 30, 2001, we had a
     total of 15,000,000 shares of Common Stock issued and outstanding.

     Common Stock
     ------------

     The holders of Common Stock have one vote per share on all matters
     (including election of directors) without provision for cumulative
     voting. Thus, holders of more than 50% of the shares voting for the
     election of directors can elect all of the directors, if they choose to
     do so. The Common Stock is not redeemable and has no conversion or
     preemptive rights.

     The Common Stock currently outstanding is validly issued, fully paid and
     non-assessable. In the event of our liquidation, the holders of Common
     Stock will share equally in any balance of our assets available for
     distribution to them after satisfaction of creditors and the holders of
     our senior securities, whatever they may be. We may pay dividends, in
     cash or in securities or other property when and as declared by the
     Board of Directors from funds legally available therefore, but we have
     paid not cash dividends on our Common Stock.

     Transfer Agent, Registrar and Warrant Agent
     -------------------------------------------

     We have appointed Executive Registrar & Transfer Agency, Inc. as our
     transfer agent for the Common Stock. Their phone number is 602-415-1273.

Item 5. Interests of Named Experts and Counsel.
        ---------------------------------------

     The firm of Carmine Bua, Attorney at Law, special securities counsel to
     us for the purpose of this Registration Statement, and whose opinion as
     to the legality of the issuance of the shares hereunder is attached
     hereto as Exhibit 5, owns no shares of our of our common shares.

Item 6. Indemnification of Directors and Officers.
        ------------------------------------------

     Our Articles of Incorporation authorize the Board of Directors, on
     behalf of us, and without shareholder action, to exercise all of our
     powers of indemnification to the maximum extent permitted under the
     applicable statute as amended permits us to indemnify our directors,
     officers, employees fiduciaries and agents as follows:

     The State of Nevada permits a corporation to indemnify such persons for
     reasonable expenses in defending against liability incurred in any legal
     proceeding if:

     (a) The person conducted himself or herself in good faith;

     (b) The person reasonably believed:

          (1) In the case of conduct in an official capacity with the
          corporation, that his or her conduct was in the corporation's best
          interests; and

          (2) In all other cases, that his or her conduct was at least not
          opposed to the corporation's best interests.

     (c) In the case of any criminal proceeding, the person had no reasonable
     cause to believe that his or her conduct was unlawful.

     The indemnification discussed herein is not exclusive of any other
     rights to which those indemnified may be entitled under the Articles of
     Incorporation, any Bylaw, agreement, vote of shareholders, or
     disinterested directors, or otherwise, and any procedure provided for by
     any of the foregoing, both as to action in his official capacity and as
     to action in another capacity while holding such office, and shall
     continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of heirs, executors,
     and administrators of such a person.

     Insofar as indemnification for liabilities under the Securities Act of
     1933 may be permitted to our directors, officers, and controlling
     persons under the foregoing provisions, or otherwise, we have been
     advised that in the opinion of the Securities and Exchange Commission
     such indemnification is against public policy as expressed in the Act
     and is, therefore, unenforceable. In the event that a claim for
     indemnification against such liabilities (other than the payment by us
     of expense incurred or paid by a director, officer, or controlling
     person of the registrant in the successful defense of any action, suit,
     or proceeding) is asserted by such director, officer, or controlling
     person in connection with the securities being registered, we will,
     unless in the opinion of our counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public policy as
     expressed in the Act and will be governed by the final adjudication of
     such issue.

Item 7. Exemption From Registration Claimed.
        ------------------------------------

     Not applicable.

Item 8. Exhibits.
        ---------

     Exhibit
     Number   Description
     -------  -----------

     4.1      2001 Stock Compensation Plan I, dated June 14, 2001.

     5        Opinion of Counsel, Carmine Bua, Esq.

     6        Consent of Malone & Bailey, Certified Public Accountant.

              Consent of Carmine Bua, Esq. (Included in Exhibit 5).

     7        Consent of Linder & Linder, Certified Public Accountant

Item 9. Undertakings
        ------------

     1. The Registrant hereby undertakes:

          (a) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

               (i) to include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933;

               (ii) to reflect in the prospectus any facts or events
               arising after the effective date of the Registration
               Statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
               a fundamental change in the information set forth in the
               Registration Statement;

               (iii) to include any material information with respect to
               the plan of distribution not previously disclosed in the
               Registration Statement or any material change to such
               information in the Registration Statement;

                    (a) That, for the purpose of determining any liability
                    under the Securities Act of 1933, each such
                    post-effective amendment shall be deemed to be a new
                    registration statement relating to the securities
                    offered therein, and the offering of such securities
                    at that time shall be deemed to be the initial
                    bona-fide offering thereof;

                    (b) To remove from registration by means of a
                    post-effective amendment any of the securities being
                    registered which remain unsold at the termination of
                    the offering.

     2. The Registrant hereby undertakes that, for purposes of determining
     any liability under the Securities Act of 1933, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d) of the Exchange
     Act) that is incorporated by reference in the Registration Statement
     shall be deemed to be a new registration statement relating to the
     securities offered herein, and the offering of such securities at that
     time shall be deemed to be in the initial bona fide offering thereof.


                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oceanside, New York, on this 11th day of July,
2001.

APO HEALTH, INC.
----------------

Dated: July 11, 2001

By:  /s/ Dr. Jan Stahl
    ----------------------
    Dr. Jan Stahl
    Chairman and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.

By:  /s/ Dr. Jan Stahl
    ----------------------
    Dr. Jan Stahl,
    Chairman and Director

By:  /s/ Peter Steil
    ----------------------
    Peter Steil,
    Chief Financial and Accounting Officer - Director

By:  /s/ Kenneth Leventhal
    ----------------------
    Kenneth Leventhal,
    Director



                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     under

                          THE SECURITIES ACT OF 1933

                               APO HEALTH, INC.
                               ----------------
              (Exact name of Issuer as specified in its charter)



                               E X H I B I T S



EXHIBIT INDEX
-------------

     Exhibit
     Number    Description
     -------   -----------

     4.1       2001 Stock Compensation Plan I, dated June 5, 2001.

     5         Opinion and Consent of Counsel, Carmine Bua, Esq.

     6         Consent of Malone & Bailey, Certified Public Accountants.

     7         Consent of Linder & Linder, Certified Public Accountant

EX-4

Exhibit 4.1

2001 Stock Compensation Plan I, dated June 14, 2001.
-----------------------------------------------------


                           2001 COMPENSATION PLAN I

THIS COMPENSATION PLAN is adopted this 14th day of June 2001 by APO Health,
Inc., a Nevada corporation with its principal place of business being located
at 3950 Oceanside Ave., Oceanside, New York 11572.

                                 WITNESSETH:

     WHEREAS, the Board of Directors of APO Health, Inc., (the
     "Company") has determined that it would be to its advantage, and
     in its best interest, to grant certain consultants and advisors,
     as well as certain employees, payment for services rendered in the
     form of common stock and/or the opportunity to purchase stock in
     the Company; and

     WHEREAS, the Board of Directors (the "Board") believes that the
     Company can best obtain advantageous benefits by issuing stock
     and/or granting stock options to such designated individuals from
     time to time, although these options are not to be granted
     pursuant to Section 422A and related sections of the Internal
     Revenue Code as amended;

     NOW THEREFORE, the Board adopts this as the 2001 COMPENSATION PLAN
     I (the "Plan").

     1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
          --------------------------------------

     The effective date of the Plan is June 14, 2001, which is the day
     the Plan was adopted by the Board. The Plan will terminate on the
     earlier of the date of the issuance of the last common stock
     allocated under the Plan, whether directly or by exercise of
     option, or ten years from the date thereof, whichever is earlier.

     2.00 ADMINISTRATION OF PLAN
          ----------------------

     The Plan shall be administered by the Board, which may adopt such
     rules and regulations for its administration as it may deem
     necessary or appropriate, or may be administered by a Compensation
     Committee to be appointed by the Board, to have such composition
     and duties as the Board may from time to time determine.

     3.00 ELIGIBILITY TO PARTICIPATE IN THE PLAN
          --------------------------------------

     3.01 Subject to the provisions of the Plan, the Board, or its
     designee, shall determine and designate, from time to time those
     officers, directors, consultants, advisors, and employees of the
     Company, or consultants, advisors, and employees of a parent or
     subsidiary corporation of the Company, to whom shares are to be
     issued and/ or options are to be granted hereunder and the number
     of shares to be optioned from time to time to any individual or
     entity. In determining the eligibility of an individual or entity
     to receive shares or an option, as well as in determining the
     number of shares to be issued and/or optioned to any individual or
     entity, the Board, or its designee, shall consider the nature and
     value to the Company of the services which have been rendered to
     the Company and such other factors as the Board, or its designee,
     may deem relevant.

     3.02 To be eligible to be selected to receive shares or an option
     to purchase shares, an individual must be an officer, director,
     consultant, advisor or an employee of the Company or a consultant,
     advisor, or an employee of a parent or subsidiary Corporation of
     the Company. The authorization for shares to be issued or the
     grant of each option shall be confirmed by a Stock Compensation
     Agreement or Stock Option Agreement which shall be executed by the
     Company and the recipient or optionee as promptly as practicable
     after such grant. More than one compensation agreement or stock
     option agreement may be granted to an individual or entity. Shares
     shall be issued directly to such individuals or entities.

     3.03 Shares may be delivered or an option may be granted to any
     individual or entity eligible hereunder, regardless of his
     previous stockholdings.

     3.04 The share price or option price (determined as of the time
     the shares or option is granted) of the stock for which any person
     may be issued or granted options under this Plan (and all other
     plans of the Company) may be increased or reduced by the Board, or
     its designee, from time to time; provided, however, that no shares
     nor option may be issued at less than 50% of the then-current bid
     price of the stock.

     4.00 NUMBER OF SHARES SUBJECT TO THE PLAN
          ------------------------------------

     4.01. The Board, hereby reserves for the purposes of the Plan a
     total of One Million One Hundred Thousand Shares (1,100,000) of
     the authorized but un-issued shares of common shares of the
     Company, provided that any shares issued or as to which an option
     granted under the Plan remains unexercised at the expiration
     thereof may be the subject of the grant of further options under
     the Plan within the limits and under the terms set forth in
     Article 3.00 hereof.

     5.00 PRICE OF COMMON SHARES
          ----------------------

     5.01. The initial and standard price per share of common stock to
     be issued directly or by option shall be $1.00 per share but may
     be changed in each case by the Board, or its designee, from time
     to time. If the share price is changed, the Board, or its
     designee, shall determine the share price no later than the date
     of the issuance of the shares and/ or the grant of the option and
     at such other times as the Board, or its designee, deems
     necessary. The Board shall have absolute final discretion to
     determine the price of the common stock under the Plan. In the
     absence of such specific determination, the share price will be
     $1.00 per share.

     6.00 SUCCESSIVE OPTIONS
          ------------------

     Any option granted under this Plan to an person may be exercisable
     at such person's discretion while there is outstanding any other
     stock option previously granted to such person, whether under this
     Plan or any other stock option plan of the Company.

     7.00 PERIOD AND EXERCISE OF OPTION
          -----------------------------

     7.01. Options granted under this Plan shall expire on the first to
     occur of the following dates whether or not exercisable on such
     dates: (i) five (5) years from the date the option is initially
     granted; (ii) six (6) months from the date the person ceases
     employment due to permanent and total disability; (iii) the date
     of termination of employment for reasons other than retirement,
     permanent and total disability or death, unless the Board
     determines, in its sole discretion, that it would be in the best
     interest of the Company to extend the options for a period not to
     exceed three (3) years; or (iv) three (3) months from the date the
     employee retires with permission of the Board.

     7.02. Notwithstanding Section 7.01, any portion of any shares
     issued hereunder which has not been issued pursuant to Section

     7.03 prior to the death of the employee or termination of
     employment shall expire on the employee's date of death or
     termination date, if termination is for reasons other than
     retirement or total and permanent disability.

     7.03. Any shares issued under this Plan may be immediately
     delivered to the named holder thereof.

     8.00 COMPENSATION OR OPTION SHARES
          -----------------------------

     When a person holding an option granted under this Plan exercises
     any portion of the option he shall pay the full option price for
     the shares covered by the exercise of that portion of his option
     upon such exercise. As soon as practicable, after the person
     notifies the Company of the exercise of his option and makes
     payment of the required option price, the Company shall issue such
     shares to the person. Likewise, shares issuable under this Plan
     for compensation shall be issued when earned or as soon thereafter
     as reasonably practicable.

     9.00 RESTRICTIONS ON TRANSFER
          ------------------------

     9.01 No right or privilege of any person under the Plan shall be
     transferable or assignable, except to the person's personal
     representative in the event of the person's death, and except as
     provided in Section 9.02, options granted hereunder are
     exercisable only by the person during his life.

     9.02 If an person dies holding outstanding options issued pursuant
     to this Plan, his personal representative shall have the right to
     exercise such options which are then exercisable at the time of
     such person*s death within one year of the death of the person.

     10.00 RECLASSIFICATION, CONSOLIDATION OR MERGER
           -----------------------------------------

     If and to the extent that the number of issued shares of common
     stock of the Company shall be increased or reduced by change in
     par value, split-up reclassification, distribution of a dividend
     payable in stock, or the like, the number of shares subject to
     direct issuance or an option held by a person and the option price
     per share shall be proportionately adjusted. If the Company is
     reorganized or consolidated or merged with another corporation,
     the person shall be entitled to receive direct issuance or options
     covering shares of such reorganized, consolidated, or merged
     company in the same proportion, at an equivalent price, and
     subject to the same conditions.

     11.00 DISSOLUTION OR LIQUIDATION
           --------------------------

     Upon the dissolution or liquidation of the Company, the options
     granted hereunder shall terminate and become null and void, but
     the person shall have the right immediately prior to such
     dissolution or liquidation to exercise any options granted and
     exercisable hereunder to the full extent not before exercised.

     12.00 BINDING EFFECT
           --------------

     This Plan shall inure to the benefit of and be binding upon the
     Company and its employees, and their respective heirs, executors,
     administrators, successors and assigns.

     13.00 ADOPTION OF PLAN
           ----------------

     This Agreement has been duly adopted by the Board of Directors of
     the Company on June 14, 2001.

     14.00 NOTICES
           -------

     Any notice to be given to the Company under the terms of this plan
     shall be addressed to such address as is set forth on the first
     page hereof.

     IN WITNESS WHEREOF, the Company has caused this Plan to be
     executed on its behalf by its President, to be sealed by its
     corporate seal, and attested by its Secretary effective the day
     and year first above written.

     APO Health, Inc.

     By  /s/ DR. JAN STAHL
        --------------------
        Dr. Jan Stahl, Chairman


           /s/ KENNETH LEVENTHAL, Secretary      (SEAL)
          ----------------------

EX-5

Exhibit 5.0

Opinion and Consent of Counsel, Carmine Bua, Esq.:
---------------------------------------------------

LAW OFFICES OF
CARMINE J. BUA                                       SUITE 333
                                             3838 CAMINO DEL RIO NORTH
                                          SAN DIEGO, CALIFORNIA 92108-1789
                                              TELEPHONE (619) 280-8000
                                              FACSIMILE (619) 280-8001

                    June 12, 2001


Board of Directors
APO Health, Inc.
3950 Oceanside Avenue
Oceanside, NY 11572

     Re:  Legal Opinion for APO Health, Inc. S-8 Registration
          Statement and My Consent for Filing this Opinion as
          an Exhibit to the S-8 Registration Statement

Gentlemen:

     At your request, I have examined the form of Registration Statement No.
333-____________ which APO Health, Inc. (the "Company") is filing with the
Securities and Exchange Commission, on Form S-8 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 1,100,000 shares of your Common Stock (the "Shares")
issuable pursuant to that certain 2001 Compensation Plan I (the "Plan").

     In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company as
are specifically described below. In my examination, I have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to me as originals, and the conformity with the
original documents of all documents submitted to me as copies. My examination
was limited to the following documents and no others:

     1.   Certificate of Incorporation of the Company, as amended to
          date;

     2.   Bylaws of the Company, as amended to date;

     3.   Resolution adopted by the Board of Directors of the Company
          authorizing the issuance of the Shares pursuant to the Plan.

     4.   The Registration Statement.

     5.   The Plan.

     I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.

     Based on the foregoing, it is my opinion that the Shares to be issued
under the Plan, subject to effectiveness of the Registration Statement and
compliance with applicable blue sky laws, and execution of the Plan in the
form referred to herein, when issued pursuant to the Plan, will be duly and
validly authorized, fully paid and non-assessable.

     I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the Shares are proposed to be offered and sold or
as to the effect, if any, which non-compliance with such laws might have on
the validity of issuance of the Shares.

     I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification
of the Shares described in the Registration Statement in connection with the
offering described therein. Other than as provided in the preceding sentence,
this opinion (i) is addressed solely to you, (ii) may not be relied upon by
any other party, (iii) covers only matters of Nevada and federal law and
nothing in this opinion shall be deemed to imply any opinion related to the
laws of any other jurisdiction, (iv) may not be quoted or reproduced or
delivered by you to any other person, and (v) may not be relied upon for any
other purpose whatsoever. Nothing herein shall be deemed to relate to or
constitute an opinion concerning any matters not specifically set forth above.

     By giving you this opinion and consent, I do not admit that I am an
expert with respect to any part of the Registration Statement or Prospectus


within the meaning of the term "expert" as used in Section 11 of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission promulgated thereunder.

                                Very truly yours,

                                 /S/ CARMINE J. BUA, III
                                CARMINE J. BUA, III
CJB:dmj

EX-23

Exhibit No. 6.0

Consent of Independent Public Accountant
-----------------------------------------






              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


Board of Directors
APO Health, Inc., Inc.
3950 Oceanside Ave.
Oceanside, New York 11572

We hereby consent to the incorporation by reference in this Form S-8
Registration Statement of our report dated April 5, 2001 relating to the
consolidated financial statements of APO Health, Inc. for the year ended
September 30, 2000 appearing in the Company's Form 8-K dated June 28, 2001.



Malone & Bailey
Houston, Texas

 /S/ MALONE & BAILEY

July 26, 2001

EX-23

Exhibit No. 7.0

Consent of Independent Public Accountant
-----------------------------------------




              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


Board of Directors
APO Health, Inc., Inc.
3950 Oceanside Ave.
Oceanside, New York 11572

We hereby consent to the incorporation by reference in this Form S-8
Registration Statement of our report dated December 15, 1999 relating to the
consolidated financial statements of APO Health, Inc. for the two years ended
September 30, 1999 appearing in the Company's Form 8-K dated June 28, 2001.



Linder & Linder
Dix Hills, New York

 /S/ LINDER & LINDER
_________________________________

///signed///
July 24, 2001