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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q/A
                                 AMENDMENT NO. 1
(Mark One)

     |X|     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003
                                            or

     |_|     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

                For the transition period from              to
                                               ------------    ------------

                             Commission File Number: 33-7106-A

                                      NATURADE,  INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                 23-2442709
     (State or other jurisdiction of      (I. R. S. Employer Identification No.)
     incorporation or organization)

                        14370 Myford Rd., Irvine, California 92606
                    (Address of principal executive offices) (Zip code)

                                      (714) 573-4800
                   (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 |_|

      Indicate by check mark whether the registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

      Indicate  the  number of shares  outstanding  of the  registrant's  common
stock, as of the latest  practicable  date:  44,533,886  shares as of August 13,
2003.

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                                EXPLANATORY NOTE

      This Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the period
ended June 30, 2003 (the "Report") is being filed to correct certain information
contained  in Part II of the Report  under the caption  "Item 4.  Submission  of
Matters to a Vote of Security  Holders" and supersedes  entirely the information
provided under that caption in the Report.

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

      At  the  Annual  Meeting  of  the  Stockholders  on  July  31,  2003,  the
stockholders re-elected four members of the Board of Directors, as follows:

                                                     Number of Shares
                                                     ----------------
                                                   For          Withheld
                                                   ---          --------
Lionel P. Boissiere, Jr......................   42,722,596      647,886
William B. Doyle, Jr.........................   42,722,596      647,886
Bill D. Stewart..............................   42,722,596      647,886
David Weil...................................   42,722,596      647,886

      At the Annual  Meeting,  the holder of the  Company  Series B  Convertible
Preferred Stock, voting as a separate class, re-elected two members of the Board
of Directors, as follows:

                                                     Number of Shares
                                                     ----------------
                                                   For          Withheld
                                                   ---          --------

Jay W. Brown                                    13,540,723          0
Robert V. Vitale                                13,540,723          0

      At  the  Annual  Meeting,  the  Stockholders  also  voted  to  ratify  the
appointment of BDO Seidman,  LLP as the Company's  independent  certified public
accountants for the fiscal year ending December 31, 2003, as follows:

                                                    Number of Shares
                                                    ----------------
                                                   For     Against   Abstain
                                                   ---     -------   -------
                                                42,730,213     757   639,512

ITEM 6.  Exhibits

    Exhibit No.                          Description
    -----------                          -----------

      31       Certifications   Pursuant   to  Rule   15d-14(a)   of  the
                  Securities  Exchange Act of 1934,  Adopted  Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

      32       Certification   Pursuant  to  18  U.S.C.   1350,   Adopted
                  Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
                  2002



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                               S I G N A T U R E S

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused this  Amendment  No. 1 to report on Form 10-Q to be
signed on its behalf by the undersigned hereunto duly authorized.


                                         NATURADE, INC.
                                         (Registrant)

   DATE: August 21, 2003            By   /s/ Stephen M. Kasprisin
                                         _________________________
                                         Stephen M. Kasprisin
                                         Chief Financial Officer
                                         On Behalf of the Registrant



<PAGE>


                                  Exhibit Index

    Exhibit No.                          Description
    -----------                          -----------

      31       Certifications   Pursuant   to  Rule   15d-14(a)   of  the
                  Securities  Exchange Act of 1934,  Adopted  Pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002

      32       Certification   Pursuant  to  18  U.S.C.   1350,   Adopted
                  Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
                  2002



<PAGE>


                                                                      Exhibit 31

                                  CERTIFICATION

      I, Bill D. Stewart, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Naturade, Inc.;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

(a)   Designed  such  disclosure   controls  and  procedures,   or  caused  such
      disclosure  controls and procedures to be designed under our  supervision,
      to ensure that material information relating to the registrant,  including
      its consolidated subsidiaries,  is made known to us by others within those
      entities,  particularly  during the  period in which this  report is being
      prepared;

(b)   Evaluated the  effectiveness of the registrant's  disclosure  controls and
      procedures  and  presented  in  this  report  our  conclusions  about  the
      effectiveness of the disclosure controls and procedures,  as of the end of
      the period covered by this report based on such evaluation; and

(c)   Disclosed in this report any change in the  registrant's  internal control
      over financial reporting that occurred during the registrant's most recent
      fiscal quarter (the  registrant's  fourth fiscal quarter in the case of an
      annual report) that has materially  affected,  or is reasonably  likely to
      materially  affect,  the  registrant's  internal  control  over  financial
      reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors  and  the  audit  committee  of
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

(a)   All  significant  deficiencies  and material  weaknesses  in the design or
      operation  of  internal   control  over  financial   reporting  which  are
      reasonably likely to adversely affect the registrant's  ability to record,
      process, summarize and report financial information; and

(b)   Any fraud,  whether or not  material,  that  involves  management or other
      employees who have a significant role in the registrant's internal control
      over financial reporting.

              Date: August 21, 2003      /s/ Bill D. Stewart
                                         _________________________
                                         Bill D. Stewart
                                         Chief Executive Officer



<PAGE>


                                  CERTIFICATION

      I, Stephen E. Kasprisin, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Naturade, Inc.;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

(a)   Designed  such  disclosure   controls  and  procedures,   or  caused  such
      disclosure  controls and procedures to be designed under our  supervision,
      to ensure that material information relating to the registrant,  including
      its consolidated subsidiaries,  is made known to us by others within those
      entities,  particularly  during the  period in which this  report is being
      prepared;

(b)   Evaluated the  effectiveness of the registrant's  disclosure  controls and
      procedures  and  presented  in  this  report  our  conclusions  about  the
      effectiveness of the disclosure controls and procedures,  as of the end of
      the period covered by this report based on such evaluation; and

(c)   Disclosed in this report any change in the  registrant's  internal control
      over financial reporting that occurred during the registrant's most recent
      fiscal quarter (the  registrant's  fourth fiscal quarter in the case of an
      annual report) that has materially  affected,  or is reasonably  likely to
      materially  affect,  the  registrant's  internal  control  over  financial
      reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors  and  the  audit  committee  of
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

(a)   All  significant  deficiencies  and material  weaknesses  in the design or
      operation  of  internal   control  over  financial   reporting  which  are
      reasonably likely to adversely affect the registrant's  ability to record,
      process, summarize and report financial information; and

(b)   Any fraud,  whether or not  material,  that  involves  management or other
      employees who have a significant role in the registrant's internal control
      over financial reporting.

              Date: August 21, 2003      /s/ Stephen M. Kasprisin
                                         _________________________
                                         Stephen M. Kasprisin
                                         Chief Financial Officer



<PAGE>


                                                                      EXHIBIT 32

   Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
                                   Section 906
                        of the Sarbanes-Oxley Act of 2002

      The  undersigned  hereby certify,  pursuant to 18 U.S.C.  Section 1350, as
adopted  pursuant to Section  906 of the  Sarbanes-Oxley  Act of 2002,  that the
Quarterly  Report on Form 10-Q for the quarterly period ended September 30, 2002
of Naturade,  Inc.  (the  "Company")  fully  complied with the  requirements  of
Section 13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended,  and
that the information  contained in such periodic report fairly presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company as of, and for, the periods presented in such report.

/s/ Bill D. Stewart
-------------------------
Bill D. Stewart
Chief Executive Officer
August 21, 2003


/s/ Stephen M. Kasprisin
-------------------------
Stephen M. Kasprisin
Chief Financial Officer
August 21. 2003

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and it will be retained by the Company and  furnished to
the Securities and Exchange Commission or its staff on request.