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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

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FORM 10-Q/A

Amendment No. 1

|(Mark One)                                                    |                                                                                         
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                             | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the quarterly period ended September 30, 2002            
|or                                                           
|o                                                             | 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

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

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

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

(714) 573-4800(Registrant's telephone number, including area code)

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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 ý    No o

Indicate
the number of shares outstanding of the registrant's common stock, as of the latest practicable date: 44,533,886 shares as of October 31, 2002.

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EXPLANATORY NOTE

Naturade, Inc. (the "Company") is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the period ended
September 30, 2002 (the "Report") to restate its financial statements for the for the three and nine months ended September 30, 2002 and 2001, as more fully discussed in Notes 1 and 8 of
the notes to the financial statements. This Amendment No. 1 corrects the Company's third quarter financial statements to reflect the impact of accounting for the amortization of the discount
related to the beneficial conversion feature of the Series B Redeemable Preferred Stock issued on January 2, 2002, in accordance with Emerging Issues Task Force issue ("EITF")
No. 98-5 "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios," and the recording of a resulting dividend deemed
to have been paid by the Company with respect to the preferred stock. This Amendment No. 1 also corrects the Company's second quarter financial statements for 2002 and 2001 to reflect the
impact of the adoption of EITF No. 01-9, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products."

To
make these corrections and related changes, the Company is amending and restating Items 1, 2 and 6 of the Report. In accordance with Rule 12b-15 under the
Securities Exchange Act of 1934, the complete text of Items 1, 2 and 6, as amended, is set forth herein. In addition, in connection with the filing of this Amendment No. 1 and pursuant to
Rule 12b-15, the Company is including certain currently dated certifications. The remainder of the Report is unchanged and is not reproduced in this Amendment No. 1. This
Amendment No. 1 speaks as of the original filing date of the Report, except for the certifications, which speak as of their respective dates and the filing date of this Amendment No. 1.
Except as specifically indicated, the Report has not been updated to reflect events occurring subsequently to the original filing date.

1

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FORM 10-Q/A  Amendment No. 1 to  QUARTERLY REPORT  Quarter Ended September 30, 2002

TABLE OF CONTENTS

|               |  |                                                                                                                                       |  | PAGE NO.
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|PART I:        |  | FINANCIAL INFORMATION                                                                                                                 |  |         
|Item 1.        |  | Financial Statements                                                                                                                  |  |         
|               |  | Balance Sheets as of September 30, 2002 (unaudited) and December 31, 2001 (audited)                                                   |  | 3       
|               |  | Statements of Operations for the three and nine month periods ended September 30, 2002 (unaudited) and September 30, 2001 (unaudited) |  | 4       
|               |  | Statements of Cash Flows for the nine month periods ended September 30, 2002 (unaudited) and September 30, 2001 (unaudited)           |  | 5       
|               |  | Notes to Financial Statements                                                                                                         |  | 6       
|Item 2.        |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                 |  | 11      
|PART II:       |  | OTHER INFORMATION                                                                                                                     |  |         
|Item 6.        |  | Exhibits and Reports on Form 8-K                                                                                                      |  | 23      
|SIGNATURES     |  | 24                                                                                                                                   
|CERTIFICATIONS |  | 25                                                                                                                                   

2

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NATURADE, INC.  Balance Sheets  As of September 30, 2002 and December 31, 2001

|                                                                                                                                                                                                                                                                   |                                                  | September 30, 2002                          |             | December 31, 2001 |           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------ | ------------------------------------------- | ----------- | ----------------- | ----------
|
|ASSETS                                                                                                                                                                                                                                                             |                                                  |                                             |             |                  
|Current assets:                                                                                                                                                                                                                                                    |                                                  |                                             |             |                   |           
|                                                                                                                                                                                                                                                                   | Cash and cash equivalents                        |                                             | $           | 817,129           |           
|                                                                                                                                                                                                                                                                   | Accounts receivable, net                         |                                             |             | 815,264           |           
|                                                                                                                                                                                                                                                                   | Inventories, net                                 |                                             |             | 1,030,924         |           
|                                                                                                                                                                                                                                                                   | Prepaid expenses and other current assets        |                                             |             | 183,776           |           
|                                                                                                                                                                                                                                                                   |                                                  | Total current assets                        |             |                   | 2,847,093 
|Property and equipment, net                                                                                                                                                                                                                                        |                                                  |                                             | 248,723     |                   |           
|Other assets                                                                                                                                                                                                                                                       |                                                  |                                             | 78,594      |                   |           
|                                                                                                                                                                                                                                                                   |                                                  | Total assets                                |             | $                 | 3,174,410 
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                                                                                                              |                                                  |                                             |             |                  
|Current liabilities:                                                                                                                                                                                                                                               |                                                  |                                             |             |                   |           
|                                                                                                                                                                                                                                                                   | Accounts payable                                 |                                             | $           | 2,114,050         |           
|                                                                                                                                                                                                                                                                   | Accrued expenses                                 |                                             |             | 495,431           |           
|                                                                                                                                                                                                                                                                   | Current portion of Note Payable to Related Party |                                             |             | 202,345           |           
|                                                                                                                                                                                                                                                                   | Current portion of long-term debt                |                                             |             | 1,425,893         |           
|                                                                                                                                                                                                                                                                   |                                                  | Total current liabilities                   |             |                   | 4,237,719 
|Long-term portion of Notes Payable to Related Parties, less current maturities                                                                                                                                                                                     |                                                  |                                             | 0           |                   |           
|Long-term debt, less current maturities                                                                                                                                                                                                                            |                                                  |                                             | 45,374      |                   |           
|COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                                                      |                                                  |                                             |             |                   |           
|REDEEMABLE CONVERTIBLE PREFERRED STOCK                                                                                                                                                                                                                             |                                                  |                                             |             |                   |           
|Series B Convertible Preferred Stock, less discount of $1,785,713 at September 30, 2002, par value $0.0001 per share; authorized 48,000,000 shares; issued and outstanding, 13,540,723 at September 30, 2002
($2,000,000 redemption value), 0 at December 31, 2001 |                                                  |                                             | 129,944     |                   |           
|WARRANT                                                                                                                                                                                                                                                            |                                                  |                                             | 500,000     |                   |           
|STOCKHOLDERS' DEFICIT:                                                                                                                                                                                                                                             |                                                  |                                             |             |                   |           
|Common stock, par value $0.0001 per share; authorized, 100,000,000 shares; issued and outstanding, 44,533,886 at September 30, 2002 and 7,823,639 at December 31, 2001                                                                                             |                                                  |                                             | 4,452       |                   |           
|Preferred stock, Series A, par value $0.0001 per share; authorized, 2,000,000 shares; issued and outstanding, 0 at September 30, 2002 and 1,250,024 at December 31, 2001                                                                                           |                                                  |                                             | 0           |                   |           
|Non-Voting Common stock, par value $0.0001 per share; authorized, 2,000,000 shares; issued and outstanding, 117,284 at September 30, 2002 and 0 at December 31, 2001                                                                                               |                                                  |                                             | 12          |                   |           
|Additional paid-in capital                                                                                                                                                                                                                                         |                                                  |                                             | 18,978,014  |                   |           
|Accumulated deficit                                                                                                                                                                                                                                                |                                                  |                                             | (20,721,105 | )                 |           
|                                                                                                                                                                                                                                                                   |                                                  | Total stockholders' deficit                 |             |                   | (1,738,627
|                                                                                                                                                                                                                                                                   |                                                  | Total liabilities and stockholders' deficit |             | $                 | 3,174,410 

See
accompanying notes to financial statements.

3

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NATURADE, INC  Statements of Operations for the Three Months and  Nine Months Ended September 30, 2002 and September 30, 2001

|                                                                                          |                                              | Three Months
Ended
September 30, 2002 |            | Three Months
Ended
September 30, 2001 |           | Nine Months
Ended
September 30, 2002 |           | Nine Months
Ended
September 30, 2001 |           
|----------------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------------- | ---------- | ------------------------------------- | --------- | ------------------------------------ | --------- | ------------------------------------ | ----------
|
|Net sales                                                                                 |                                              | $                                     | 3,597,557  |                                       | $         | 3,652,376                            |           | $                                    | 10,205,842
|Cost of sales                                                                             |                                              |                                       | 2,017,708  |                                       |           | 2,130,859                            |           |                                      | 5,877,014 
|Gross profit                                                                              |                                              |                                       | 1,579,849  |                                       |           | 1,521,517                            |           |                                      | 4,328,828 
|Costs and expenses:                                                                       |                                              |                                       |            |                                       |           |                                      |           |                                      |           
|                                                                                          | Selling, general and administrative expenses |                                       |            | 2,018,420                             |           |                                      | 2,248,719 |                                      |           
|                                                                                          | Depreciation and amortization                |                                       |            | 20,843                                |           |                                      | 24,514    |                                      |           
|                                                                                          |                                              | Total operating costs and expenses    |            |                                       | 2,039,263 |                                      |           | 2,273,233                            |           
|Operating loss                                                                            |                                              |                                       | (459,414   | )                                     |           | (751,716                             | )         |                                      | (1,744,081
|Other expense:                                                                            |                                              |                                       |            |                                       |           |                                      |           |                                      |           
|                                                                                          | Interest expense                             |                                       |            | 24,894                                |           |                                      | 138,666   |                                      |           
|                                                                                          | Other expense (income)                       |                                       |            | (4,550                                | )         |                                      | (415      | )                                    |           
|Loss before provision for income taxes                                                    |                                              |                                       | (479,758   | )                                     |           | (889,967                             | )         |                                      | (1,805,867
|Provision for income taxes                                                                |                                              |                                       | 800        |                                       |           | 800                                  |           |                                      | 800       
|Net loss                                                                                  |                                              | $                                     | (480,558   | )                                     | $         | (890,767                             | )         | $                                    | (1,806,667
|Less:                                                                                     |                                              |                                       |            |                                       |           |                                      |           |                                      |           
|                                                                                          | Preferred Stock Dividends                    |                                       |            | (52,445                               | )         |                                      | 0         |                                      |           
|                                                                                          | Deemed Dividend                              |                                       |            | (71,429                               | )         |                                      | 0         |                                      |           
|                                                                                          | Net Loss Attributable to Common Shareholders |                                       | $          | (604,432                              | )         | $                                    | (890,767  | )                                    | $         
|Basic and Diluted Loss per share                                                          |                                              | $                                     | (0.01      | )                                     | $         | (0.11                                | )         | $                                    | (0.05     
|Weighted Average Number of Shares used in Computation of Basic and Diluted Loss per Share |                                              |                                       | 44,236,333 |                                       |           | 7,823,639                            |           |                                      | 43,824,158

See
accompanying notes to financial statements

4

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NATURADE, INC  Statements of Cash Flows for the Nine Months  Ended September 30, 2002 and September 30, 2001

|                                                                            |                                                                                               | Nine Months Ended
September 30, 2002       |            | Nine Months Ended
September 30, 2001 |          
|--------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------ | ---------- | ------------------------------------ | ---------
|Cash flows from operating activities:                                       |                                                                                               |                                            |            |                                      |          
|Net loss                                                                    |                                                                                               | $                                          | (1,806,667 | )                                    | $        
|Adjustments to reconcile net loss to net cash used in operating activities: |                                                                                               |                                            |            |                                      |          
|Depreciation and amortization                                               |                                                                                               |                                            | 65,928     |                                      |          
|Provision for bad debt expense                                              |                                                                                               |                                            | 13,024     |                                      |          
|Provision for excess and obsolete inventories                               |                                                                                               |                                            | (273,796   | )                                    |          
|Expense for stock options, warrants and convertible debt                    |                                                                                               |                                            | 28,332     |                                      |          
|Changes in assets and liabilities:                                          |                                                                                               |                                            |            |                                      |          
|                                                                            | Accounts receivable                                                                           |                                            |            | 1,211,329                            |          
|                                                                            | Inventories                                                                                   |                                            |            | 421,391                              |          
|                                                                            | Prepaid expenses and other current assets                                                     |                                            |            | 174,070                              |          
|                                                                            | Other assets                                                                                  |                                            |            | (23,831                              | )        
|                                                                            | Accounts payable and accrued expenses                                                         |                                            |            | (799,924                             | )        
|                                                                            |                                                                                               | Net cash used in operating activities:     |            |                                      | (990,144 
|Cash flows from investing activities:                                       |                                                                                               |                                            |            |                                      |          
|Purchase of property and equipment                                          |                                                                                               |                                            | (7,289     | )                                    |          
|                                                                            |                                                                                               | Net cash used in investing activities:     |            |                                      | (7,289   
|Cash flows from financing activities:                                       |                                                                                               |                                            |            |                                      |          
|Net borrowings under line of credit                                         |                                                                                               |                                            | (532,195   | )                                    |          
|Proceeds from issuance of debt to related parties                           |                                                                                               |                                            |           |                                      |          
|Payments of long-term debt                                                  |                                                                                               |                                            | (21,529    | )                                    |          
|Proceeds from issuance of equity                                            |                                                                                               |                                            | 2,312,898  |                                      |          
|                                                                            |                                                                                               | Net cash provided by financing activities: |            |                                      | 1,759,174
|Net increase (decrease) in cash and cash equivalents                        |                                                                                               |                                            | 761,741    |                                      |          
|Cash and cash equivalents, beginning of period                              |                                                                                               |                                            | 55,388     |                                      |          
|Cash and cash equivalents, end of period                                    |                                                                                               | $                                          | 817,129    |                                      | $        
|Supplemental Disclosures of Cash Flow Information                           |                                                                                               |                                            |            |                                      |          
|Cash paid during the period for:                                            |                                                                                               |                                            |            |                                      |          
|                                                                            | Interest                                                                                      |                                            | $          | 88,806                               |          
|                                                                            | Taxes                                                                                         |                                            | $          | 800                                  |          
|Non-cash financing activities:                                              |                                                                                               |                                            |            |                                      |          
|                                                                            | Conversion of notes payable and accrued interest to related party into common stock           |                                            | $          | 5,366,131                            |          
|                                                                            | Surrender of preferred stock for cancellation without conversion in exchange for common stock |                                            | $          | 125                                  |          
|                                                                            | Discount related to redeemable convertible preferred stock                                    |                                            | $          | 2,000,000                            |          
|                                                                            | Preferred stock dividend accrued                                                              |                                            | $          | 150,259                              |          
|                                                                            | Deemed discount                                                                               |                                            | $          | 214,287                              |          
|                                                                            | Issuance of non-voting common stock in connection with Private Equity Transaction             |                                            | $          | 47,500                               |          

See
accompanying notes to financial statements

5

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NATURADE, INC.  Notes to Financial Statements

1.    The
accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States for complete financial statements. The preparation of financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ
from those estimates.

The
results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the fiscal year. In the opinion of management, the
information contained in this report includes all adjustments necessary for a fair presentation of the results of operations for the periods presented. All such adjustments are of a normal recurring
nature. These financial statements do not include all disclosures associated with the Company's audited financial statements which are included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2001 and, accordingly, should be read in conjunction with those statements. The financial data at December 31, 2001 are
derived from those audited financial statements.

Subsequently
to the issuance of the Company's financial statements for the quarter ended September 30, 2002, the Company determined that in accordance with EITF
No. 98-5, "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios,"
it was required to recorded the amortization of the discount related to the beneficial conversion feature of the Series B Redeemable Preferred Stock issued on January 2, 2002 over a
period of seven years. The Company previously recorded the dividend deemed to result from the beneficial conversion feature in full during the quarter ended March 31, 2002. Accordingly, the
Company has restated its financial statements to reflect the seven-year amortization. This restatement has no impact on the Company's operating results. The following two tables summarize
the impact of this restatement:

|                                     |  | As Previously Reported
September 30, 2002 |             | As Revised
September 30, 2002 |  
|------------------------------------ |  | ----------------------------------------- | ----------- | ----------------------------- | -
|Series B Convertible Preferred Stock |  | $                                         | 1,915,657   |                               | $
|Accumulated deficit                  |  | $                                         | (22,506,818 | )                             | $

|                                     |  | As Previously Reported |          | As Revised |  
|------------------------------------ |  | ---------------------- | -------- | ---------- | -
|
|Deemed Dividend                      |  | $                      | 0        |            | $
|Net loss applicable to common shares |  | $                      | (533,003 | )          | $
|Basic and Diluted Loss per share     |  | $                      | (0.01    | )          | $

6

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2.    Inventories
are stated at the lower of weighted average cost or market. Weighted average cost is determined on a first-in, first-out basis.
Inventories at September 30, 2002 and December 31, 2001 consisted of the following:

|                                                  |  | September 30, 2002 |           | December 31, 2001 |  
|------------------------------------------------- |  | ------------------ | --------- | ----------------- | -
|Raw Materials                                     |  | $                  | 240,299   |                   | $
|Finished Goods                                    |  |                    | 874,747   |                   |  
|Subtotal                                          |  |                    | 1,115,046 |                   |  
|Less: Reserve for Excess and Obsolete Inventories |  |                    | (84,122   | )                 |  
|                                                  |  | $                  | 1,030,924 |                   | $

3.    The
Company rents property and equipment under certain noncancellable operating leases expiring in various years through 2006. Future minimum commitments under operating
leases as of September 30, 2002 are as follows:

|Year                      |  | Amount
|------------------------- |  | ------
|2002 (September-December) |  | $     
|2003                      |  |       
|2004                      |  |       
|2005                      |  |       
|2006                      |  |       
|Total                     |  | $     

4.Credit Agreement with Majority ShareholderIn August 1999, the Company entered into a Credit Agreement
(the "Credit Agreement") with Health Holdings and Botanicals, LLC ("Health Holdings"), the majority stockholder of the Company. The Credit Agreement allowed for advances (the "Advances") of
$4 million at an interest rate of 8% per annum with a due date of July 31, 2004. During the year ended December 31, 2001, Health Holdings agreed to convert interest earned from
October 1, 2000 to September 30, 2001 of $342,406 to the outstanding principal amount as a payment-in-kind, resulting in a balance at December 31, 2001 of
$4,496,193. As part of the Private Equity Transaction on January 2, 2002 as described more fully in Note 7, Health Holdings converted into Common Stock all of the Company's Credit
Agreement debt due to Health Holdings, plus accrued interest of $67,013 for a total debt conversion of $4,563,206.

5.Loan Agreement with Majority Shareholder and Other InvestorsIn August 2000, the Company entered into a
Loan Agreement (the "Loan Agreement") with Health Holdings and other investors (the "Lender Group"). The Loan Agreement allowed for advances (the "Loan Advances") of up to $1.2 million at an
interest rate of 8% per annum with due dates of September 11, 2002 for $50,000 and August 31, 2003 for the remaining balance outstanding. Interest only payments were to be required on a
quarterly basis. The Loan Agreement further provided that the Lender Group could elect to convert all or any part of the Loan Advances into shares of the Company's Common Stock at a conversion price
equal to the lower of (a) the average closing bid of the Company's Common Stock for the ten trading days prior to the making of a Loan Advance or (b) the average closing bid of the
Company's Common Stock for the ten trading days prior to the date of receipt of notice of conversion. On June 13, 2001, two investors converted their total debt of $150,000 plus accrued
interest of $2,400 into Common Stock, receiving a total of 476,250 shares of the Company's Common Stock based on the then fair market value of $0.32. As of December 31, 2001, the Company had
borrowed $993,790 under this facility. Of this amount, $741,445 was debt owed to Health Holdings. As part of the Private Equity Transaction on January 2, 2002 as described more fully in
Note 7, Health Holdings converted into Common Stock all of the Company's Loan Agreement debt due to Health Holdings, plus accrued interest of $11,051 for a total debt conversion of $752,496. On
August 8, 2002, one investor (a member of the Board of Directors) converted his total debt of $50,000 which was due September 11, 2002 plus

7

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accrued
interest of $427 into Common Stock, receiving a total of 720,392 shares of the Company's Common Stock based on the then fair market value of $0.07. As of September 30, 2002, the Company
had borrowed $202,345 under this facility which is owed to an independent investor.

6.Line of CreditOn January 27, 2000, the Company entered into a three year Credit and Security Agreement
with Wells Fargo Business Credit, Inc. ("Wells Fargo"), which allows for maximum borrowings of up to $3,000,000, based on certain percentages of eligible accounts receivable and inventories as
defined in the agreement. As more fully described in Note 7, Private Equity Transaction, on December 20, 2001, the terms of the Credit and Security Agreement were modified to include a
waiver of the enforcement of existing defaults as of December 20, 2001, an increase in the credit available to the Company to a maximum of $4,500,000 with an inventory maximum subline of
$2,000,000, an increase in the floating rate to the prime rate plus 2% and extension of the maturity date to December 31, 2003. Borrowings under the Credit and Security Agreement, which totaled
$1,396,814 at September 30, 2002, are collateralized by substantially all assets of the Company. At September 30, 2002, the prime rate was 4.75% and the interest charge under the Credit
and Security Agreement was 6.75%. The Credit and Security Agreement contains covenants which, among other things, require that certain financial ratios be met. On September 19, 2002, the
Company and Wells Fargo amended certain terms of the Credit and Security Agreement. These amendments include easing the minimum net income and minimum book net worth covenants, requiring that the
Company maintain certain minimum levels of cash and reducing the borrowing availability under the line of credit. The Company also obtained a waiver from Wells Fargo for the noncompliance at
June 30, 2002.

7.Private Equity TransactionOn January 2, 2002, the Company privately sold 13,540,723 shares of
Series B Convertible Preferred Stock (the "Shares") for $2 million, and warrants to purchase an additional 33,641,548 shares of Series B Convertible Preferred Stock at an
aggregate exercise price of $3.5 million (the "Warrants"), for $500,000. The Shares and the Warrants were purchased by Westgate
Equity Partners, L.P. ("Westgate"). The Series B Convertible Preferred Stock bears dividends at a rate of 10% per annum, which will accumulate and compound semi-annually if not paid
in cash. On the seventh anniversary of its issuance, the Series B Convertible Preferred Stock will be automatically redeemed by the Company at the original issuance price plus accrued and
unpaid dividends, provided the Company is legally able to do so. Two members of the Board of Directors of the Company will be elected exclusively by the holders of the Series B Convertible
Preferred Stock voting as a separate class.

The
Company may redeem the Series B Convertible Preferred Stock at any time prior to December 31, 2004 if the Company receives a bona fide offer from a third party to
invest equity capital in the Company and the holders of the Series B Convertible Preferred Stock do not make a Qualified Counter-Offer. A "Qualified Counter-Offer" is a written offer for an
equity investment in the Company that will yield gross proceeds in excess of the third party's offer (but need not exceed $3,500,000), and which either (A) is accomplished through the exercise
of some or all of the Warrants, or (B) will provide capital on the same or better terms as the third party offer.

As
part of this transaction, Health Holdings agreed to convert all of the Company's outstanding debt to Health Holdings, including accrued interest (approximately $5,316,000), and to
surrender all of Health Holdings' Series A Convertible Preferred Stock (1,250,024 shares) for cancellation without conversion, in exchange for 35,989,855 shares of the Company's Common Stock.
Furthermore, the warrants that Health Holdings holds to purchase up to 600,000 shares of Common Stock have been modified to be exercisable for Non-Voting Common Stock at an exercise price
of $1 per share.

As
part of this transaction, the Company amended the Naturade Certificate of Incorporation by establishing Non-Voting Common Stock with a par value of $.0001 per share and an
authorization to issue 2,000,000 shares. Non-Voting Common Stock valued at $47,500 and consisting of 117,284 shares were issued to a financial intermediary firm as part of their fees for
assisting in this transaction. The

8

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holders
of shares of Non-Voting Common Stock shall have no voting rights with respect to such Non-Voting Common Stock.

As
part of this transaction, the Company entered into a Management Services Agreement under which certain principals of Westgate or its affiliates will provide management and consulting
services to the Company and amended and extended the employment agreement with the Company's CEO. Also, on December 20, 2001 as part of this transaction and effective on its completion, Wells
Fargo agreed to modify the terms of its Credit and Security Agreement with the Company, to include waiving the enforcement of existing defaults, increasing the credit available to the Company to a
maximum of $4,500,000, increasing the floating rate of interest to the prime rate plus 2% and extending the maturity date to December 31, 2003, as more fully described under Footnote 6.

Under
the terms of the Private Equity Transaction, if Westgate exercises the Warrants in full, Westgate would hold a total of 47,182,271 shares of Series B Convertible Preferred
Stock which would be convertible into the same number of shares of Common Stock, or 51% of the Company's outstanding Common Stock on a fully diluted basis (subject to adjustment to prevent dilution).
Furthermore, the Company has agreed not to issue additional voting securities without Westgate's consent, except on the exercise of outstanding options to purchase Common Stock.. The Series B
Convertible Preferred Stock had a beneficial conversion feature of $2,000,000 which was recorded as a discount and is being amortized over seven years.

The
net proceeds of the transactions are being used by the Company for working capital and general corporate purposes.

8.    Effective
January 1, 2002, the Company adopted Emerging Issues Task Force ("EITF") issue No. 01-9,Accounting for
Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products(EITF 01-9). Upon adoption of EITF 01-9, the Company was required
to classify certain payments to its customers as a reduction of sales. The Company previously classified certain of these payments as brand expenses, a component of selling, general and administrative
expenses in the statement of operations. Upon the adoption of EITF 01-9, prior periods amounts were reclassified and resulted in a reduction of sales (and an offsetting reduction of
selling expenses) of $163,185 and $346,631 for the three and nine-month periods ended September 30, 2001 respectively. In addition, amounts of $25,300 and $90,000 classified as new
store openings for the three and nine-month periods ended September 30, 2001, respectively, were reclassified to cost of goods sold.

9.    Operating
segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Company's chief
decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance.

The
Company's reportable operating segments include health food specialty stores and mass market categories. The Company does not allocate operating expenses to these segments, nor does
it allocate specific assets to these segments. Therefore, segment information reported includes only sales, cost of sales and gross profit.

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Operating
segment data for the three and nine months ended September 30, 2002 and September 30, 2001 was as follows:

|                                      |               | Distribution Channels |   |          
|------------------------------------- | ------------- | --------------------- | - | ---------
|
|Three months ended September 30, 2002 |               |                       |   |          
|                                      | Sales         |                       | $ | 1,755,143
|                                      | Cost of Sales |                       |   | 949,885  
|                                      |               | Gross Profit          |   | $        
|Nine months ended September 30, 2002  |               |                       |   |          
|                                      | Sales         |                       | $ | 5,475,292
|                                      | Cost of Sales |                       |   | 3,009,195
|                                      |               | Gross Profit          |   | $        
|Three months ended September 30, 2001 |               |                       |   |          
|                                      | Sales         |                       | $ | 1,889,189
|                                      | Cost of Sales |                       |   | 1,140,198
|                                      |               | Gross Profit          |   | $        
|Nine months ended September 30, 2001  |               |                       |   |          
|                                      | Sales         |                       | $ | 6,160,203
|                                      | Cost of Sales |                       |   | 3,469,978
|                                      |               | Gross Profit          |   | $        

During
the three and nine months ended September 30, 2002 and 2001, the Company had sales to three customers in excess of 10% of the Company's total net sales as shown in the
table below.

|                                      |  | Major Customer Table |          
|------------------------------------- |  | -------------------- | ---------
|
|
|Three months ended September 30, 2002 |  | $                    | 476,700  
|Nine month ended September 30, 2002   |  |                      | 1,710,200
|Three months ended September 30, 2001 |  |                      | 695,600  
|Nine months ended September 30, 2001  |  | $                    | 1,949,000

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

This discussion contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such
statements are inherently subject to risk and the Company can give no assurances that such expectations will prove to be correct. Such forward looking statements involve risks and uncertainties, and
actual results could differ from those described herein. Future results are subject to numerous factors, many of which are beyond the control of the Company. Such risk factors include, without
limitation, the risks set forth below under "Risk Factors." The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events.

All
comparisons below are for the three and nine month periods ended September 30, 2002 compared to the three and nine month periods ended September 30, 2001.

General

The Company is a branded natural products marketing company focused on high growth, innovative products designed to nourish the health and well-being
of consumers. The Company concentrates on the rapidly expanding soy food market which reached sales of almost $2.5 billion in 2000 and is expected to grow 15% to 20% per year reaching $5 to
$6 billion by 2005 according to Soyatech market research dated February 2001. The Company has purposely avoided the vitamin category which has been flat and the herbal category which has
experienced 15% to 25% declines per year since the late nineties. The Company's products include Naturade Total Soy, a full line of nutritionally complete meal replacements available in several
flavors of powders, ready-to-drink products and bars, Naturade Soy protein boosters, Aloe Vera 80 health and beauty care products and other niche dietary supplements. The
Company's products are sold in supermarkets (e.g., Kroger, Fred Meyer, Safeway and Albertson's), mass merchants (e.g., Kmart and Target), club stores (e.g., Sam's Clubs, Costco and BJ's), drug stores
(e.g., CVS, Eckerd and Rite-Aid), natural food supermarkets (e.g., Whole Foods and Wild Oats) and over 5,000 independent health food stores. Major trends occurring in the quarter ended
September 30, 2002 included:



On
January 2, 2002, the Company (i) sold Series B Convertible Preferred Stock and Warrants to Westgate for a total of $2.5 million, (ii) issued
36 million shares of Common Stock in exchange for the cancellation of $5.3 million of outstanding debt and 1.3 million shares of outstanding Series A Convertible Preferred
Stock and (iii) amended its bank credit facility. The Series B Convertible Preferred Stock is convertible into 13.5 million shares of Common Stock (subject to adjustment) and
bears dividends at the rate of 10% per annum. The Warrants entitle the holder to purchase for $3.5 million additional shares of Series B Convertible Preferred Stock convertible into
33.6 million shares of Common Stock (subject to adjustment). In accordance with generally accepted accounting principles (GAAP), the Series B Convertible Preferred Stock has a beneficial
conversion feature of $2 million, which was recorded as a discount and is being amortized over seven years. GAAP states that if a quoted market price exists then that price must be used as the
fair market value for purposes

11

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of
determining the beneficial conversion feature without any adjustment for transferability restrictions, large block factors or time value discounts. Based on the market conditions and financial
alternatives then in existence, the Company believes that the share price determined in the Private Equity Transaction represents the fair market value of the Company's Common Stock at that time,
given all the facts then available. The net proceeds from the investment are being used by Naturade for working capital and general corporate purposes. For a more complete description of this
transaction, see Note 7Private Equity Transaction.

Results of Operations



Total net sales for the quarter ended September 30, 2002 decreased $54,819, or 1.5%, to $3,597,557 from $3,652,376 for the same period of 2001 primarily as
a result of (i) decline in sales to a main health food distributor and (ii) loss of distribution to a key mass market customer who has approved new distribution effective
January 2003 partially offset by (iii) initial distribution to the third largest Club customer in the country. Total net sales for the first nine months of 2002 decreased $1,928,204, or
15.9%, to $10,205,842 from $12,134,046 for the same period of 2001 primarily as a result of (i) non-repeatable new distribution in 2001 as the Company completed it's
sell-in of Naturade Total Soy to all major mass market customers and (ii) continued softness in the health food market.

Mass Market Net Sales.For the quarter ended September 30, 2002, mass market net sales increased $79,227, or 4.5%, to
$1,842,414 from $1,763,187 for the same period in 2001 primarily as a result of initial distribution to the third largest Club customer in the country which offset the loss of distribution to another
key mass market customer who has approved new distribution effective January 2003.

The
following table illustrates mass market net sales for the three and nine month periods ended September 30, 2002 compared to the three and nine month periods ended
September 30, 2001:

Mass Market Net Sales  (dollars in thousand's)

|                 |  | Three Months Ended
September 30 |         | Nine Months Ended
September 30 |  
|---------------- |  | ------------------------------- | ------- | ------------------------------ | -
|
|New Distribution |  | $                               | 153.6   |                                | $
|Channel Shift    |  |                                 | 186.4   |                                |  
|Turn Business    |  |                                 | 1,423.2 |                                |  
|Total            |  | $                               | 1,763.2 |                                | $

The
slight increase in the core turn business is due to continued strong sales to Sam's Clubs and the conversion of 2001 distribution into 2002 repeat business. These sales gains were
partially offset by a decline in Drug Store segment sales, soft K-Mart sales due to that company's bankruptcy restructuring efforts, and a 50% reduction in international sales (classified
as mass market). For the quarter ended September 30, 2002, mass market turn business net sales increased $157,100, or 11.0%, to $1,580,300 from $1,423,200 for the same period of 2001.
Distribution channel shift results from certain mass market customers switching their buying patterns from purchasing through health food distributors (classified as health food sales) to direct
purchases (classified as mass market sales). The decline in distribution channel shift sales is due to the fact that most mass market customers who had formally purchased through health food
distributors have completed the transition to direct purchasing.

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Health Food Net Sales.For the quarter ended September 30, 2002, health food net sales decreased $134,046, or 7.1%, to
$1,755,143 from $1,889,189 for the same period of 2001. This decrease was a result of softness in one of the Company's main health food distributors partially offset by new product introductions. By
factoring in the channel shift from the health food distributors to direct mass market purchases as shown in the above table (albeit reduced from a year earlier) and the lost sales in the third
quarter due to the Company's decision to discontinue these products, a slightly improved picture emerges. By incorporating these mitigating factors, core health food net sales are down 5% for the
quarter ended September 30, 2002, compared to the same period of 2001.

On
a percent of net sales basis, the breakdown of sales between the mass market and health food channels for the quarter ended September 30, 2002 slightly emphasized the mass
market channel when compared to the same period of 2001, with 51% of net sales from mass market and 49% from health food. For the first nine months of 2002 health food sales represented 54% of total
sales, with mass market sales at 46%.



Gross profit as a percentage of net sales for the quarter ended September 30, 2002 increased 2.2% to 43.9% of sales from 41.7% for the same period of 2001.
The increase was due to an additional reserve for slow moving inventory recorded in 2001 that was not repeated in 2002 partially offset by new product label set-up costs incurred in 2002.
Since these costs are charged against cost of sales, the lower 2002 charges effectively increased gross profit for the quarter ended September 30, 2002.



Selling, general and administrative expenses for the quarter ended September 30, 2002 decreased $230,299 to $2,018,420 or 56.1% of net sales from
$2,248,719 or 61.6% of net sales for the same period of 2001. This decrease is primarily due to a $197,443 decrease in brand expenses, a $52,662 decrease in general and administrative costs and a
$30,679 decrease in warehouse operations which consist of personnel and supplies. As a percent of sales, brand expenses were 19.2% and 24.1%, respectively, for the quarter ended September 30,
2002 and the same period of 2001. The decrease in brand expenses is due to decreases in trade promotions of $121,103 and consumer promotions of $80,075, partially offset by a $7,449 increase in public
relations. The decrease in trade and consumer promotions is due to the Company's efforts to align mass promotional costs more directly with proven sales opportunities. The decrease in general and
administrative costs is due to a reduction in Board of Directors expenses and consulting costs.



Interest expense for the quarter ended September 30, 2002 decreased $113,772 compared to the same period of 2001 due to the conversion of
$5.3 million of Health Holdings convertible debt in January 2002 into 35,989,855 shares of Common Stock of the Company as part of the Private Equity Transaction, which reduced overall
interest costs. See Note 7 to the Financial Statements.

Liquidity and Capital Resources

The Company used cash of $990,144 in operating activities in the nine months ended September 30, 2002 compared to $429,778 for operating activities for the
nine months ended September 30, 2001. This increase in cash used in operating activities is primarily due to the Company's operating losses and reduction in accounts payable partially offset by
improved accounts receivable collections for the nine months ended September 30, 2002 compared to the nine months ended September 30, 2001.

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The
Company's working capital increased from a deficit of $1,864,116 at December 31, 2001 to a deficit of $1,390,625 at September 30, 2002. This increase was largely due to
the investment of $2.5 million from the Private Equity Transaction, which offset the Company's operating losses for the nine months ended September 30, 2002.

Cash
used in investment activities during the quarter ended September 30, 2002 was $7,289 compared to cash used in investing activities during the same period of 2001 of $136,717.

The
Company's cash provided by financing activities was $1,759,174 for the nine months ended September 30, 2002 compared to cash provided by financing activities of $363,847 for
the nine months ended September 30, 2001. The September 30, 2002 amount was the result of the $2.5 million from the Private Equity Transaction, the conversion into equity of the
Health Holdings Credit Agreement and Loan Agreement debt, the conversion into equity of an individual investor's Loan Agreement debt and a decrease in borrowings under the Credit and Security
Agreement. See Notes 4, 5 and 7 to the Financial Statements.

As
of September 30, 2002, the Company was in compliance with the minimum net income and minimum book net worth covenants of the Credit and Security Agreement with Wells Fargo as
amended. Borrowings under the Credit and Security Agreement are collateralized by substantially all assets of the Company. For a description of the Credit and Security Agreement, see Note 6 to
the Financial Statements.

The
accompanying financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course
of business. At September 30, 2002, the Company has an accumulated deficit of $20,721,105, a negative working capital of $1,390,625 a stockholders' capital deficiency of $1,738,627 and has
incurred recurring net losses. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

The
Company believes that its existing cash balances and financing arrangements will provide it with sufficient funds to finance its operations during the next twelve months, provided
that Wells Fargo does not exercise its right to terminate, or demand immediate payment of all amounts outstanding under the Credit and Security Agreement. However, the Company may seek to raise
additional funds through the sale of public or private equity or debt financings or from other sources. In addition, the Company is identifying compatible companies for strategic alliances and
strategic investments. No assurance can be given that additional financing or that strategic alliances will be available in the future or that, if available, such financing or strategic alliances will
be obtainable on terms acceptable to the Company or its stockholders.

The
Company's liquidity requirements arise from the need to provide working capital principally for inventory and accounts receivable. The Company's primary sources for working capital
and capital expenditures are cash flow from operations, borrowings under the Company's bank and other credit facilities, sales of private equity, borrowings from principal shareholders and issuance of
long-term debt.

The
Company's liquidity is dependent, in part, on customers paying according to the Company's terms. Any abnormal chargebacks or returns may affect the Company's source of
short-term funding. The Company is also subject to market price changes. Any changes in credit terms given to major customers would have an impact on the Company's cash flow. Suppliers'
credit is another major source of short-term financing and any adverse changes in their terms will have a negative impact on the Company's cash flow.

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The
following table summarizes the Company's contractual obligations at September 30, 2002 and the effects such obligations are expected to have on liquidity and cash flow in
future periods.

|                                   |  | Payments Due by Period
|---------------------------------- |  | ----------------------
|
|Long-Term Debt                     |  | $                     
|Capital Lease Obligations          |  | $                     
|Operating Leases                   |  | $                     
|Unconditional Purchase Obligations |  | $                     
|Other Long-Term Obligations        |  | $                     
|Total Contractual Cash Obligations |  | $                     

---

Critical Accounting Policies and Use of Estimates

The Company's significant accounting policies are described in Note 1 of the Company's Annual Report on Form 10-K for the year ended
December 31, 2001, which has been prepared in accordance with accounting principles generally accepted in the United States. In preparing the financial statements, the Company is required to
make estimates and judgments which affect the results of its operations and the reported value of assets and liabilities. Actual results may differ from these estimates. The Company believes that the
following summarizes critical accounting policies which require significant judgments and estimates in the preparation of its financial statements.

Revenue
Recognition. Sales are recognized upon shipment and passage of title. The Company accrues for estimated returns at the time of sale. In December 1999, the Securities and
Exchange Commission issued Staff Accounting Bulletin 101, Revenue Recognition ("SAB 101"). SAB 101 summarizes certain of the SEC staff's views in applying generally accepted accounting principles to
selected revenue recognition issues in financial statements. Implementation of SAB 101 was required by the fourth quarter of 2000. The implementation of SAB 101 did not have a material impact on the
Company's financial condition or results of operations.

Inventory
Valuation. Merchandise inventories are stated at the lower of cost (first-in, first-out basis) or market. The Company considers cost to include the
direct cost of finished goods provided by co-packers as well as the cost of those components supplied to the co-packers. The Company regularly reviews aged and excess
inventories to determine if the carrying value of such inventories exceeds market value with a reserve recorded to reduce the carrying value to market value if necessary.

Accounts
Receivable Valuation. Accounts receivable is stated net of applicable reserves for returns and allowances, billbacks and doubtful accounts. The Company regularly reviews
accounts receivable to determine if the reserve amounts are appropriate by considering historical customer buying patterns, invoice aging, specific promotions and seasonal factors.

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Recently Issued Statements of Financial Accounting Standards

In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 146, Accounting for
Costs Associated with Exit or Disposal Activities,which addresses accounting for restructuring and similar costs. SFAS No. 146
supersedes previous accounting guidance, principally Emerging Issues Task Force (EITF) Issue No. 94-3. The Company will adopt the provisions of SFAS No. 146 for restructuring
activities initiated after December 31, 2002. SFAS No. 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is
incurred. Under EITF No. 94-3, a liability for an exit cost was recognized at the date of a company's commitment to an exit plan. SFAS No. 146 also establishes that the
liability should initially be measured and recorded at fair value. Accordingly, SFAS No. 146 may affect the timing of recognition of future restructuring costs as well as the amount recognized.

In
May 2002, the FASB issued SFAS 145,Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections.SFAS 145 eliminates Statement 4 (and Statement 64, as it amends Statement 4), which required gains and losses from extinguishments of debt to be
aggregated and, if material, classified as an extraordinary item, and thus, also the exception to applying Opinion 30 is eliminated as well. This statement is effective for years beginning after
May 2002 for the provisions related to the rescission of Statements 4 and 64, and for all transactions entered into beginning May 2002 for the provision related to the amendment of
Statement 13. The Company has not yet determined what impact the adoption of FAS 145 will have on its operations and financial position.

Effective
January 1, 2002, the Company adopted Emerging Issues Task Force ("EITF") issue No. 01-9,Accounting for Consideration Given by
a Vendor to a Customer or a Reseller of the Vendor's Products(EITF 01-9). Upon adoption of EITF 01-9, the Company was required to classify certain
payments to its customers as a reduction of sales. The Company previously classified certain of these payments as brand expenses, a component of selling, general and administrative expenses in the
statement of operations. Upon the adoption of EITF 01-9, prior periods amounts were reclassified and resulted in a reduction of sales (and an offsetting reduction of selling expenses) of
$163,185 and $346,631 for the three and nine month periods ended September 30, 2001 respectively. In addition, amounts of $25,300 and $90,000 classified as new store openings for the three and
nine month periods ended September 30, 2001, respectively, were reclassified to cost of goods sold.

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In October 2001, the FASB issued SFAS 144,Accounting for the Impairment or Disposal of Long-Lived Assets.SFAS 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in
discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. SFAS 144 is
effective for financial statements issued for fiscal years beginning after December 15, 2001 and, generally, is to be applied prospectively. The Company adopted this Statement as of
January 1, 2002 and it had no material impact on its financial statements.

In
August 2001, the FASB issued SFAS 143,Accounting for Asset Retirement Obligations.SFAS No. 143 requires the fair
value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs
are capitalized as part of the carrying amount of the long-lived asset. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The Company believes the
adoption of this Statement will have no material impact on its financial statements.

Risk Factors

The short and long-term success of the Company is subject to certain risks, many of which are substantial in nature. Stockholders and prospective
stockholders in the Company should consider carefully the following risk factors, in addition to other information contained herein. This Form 10-Q contains forward-looking
statements which are subject to a variety of risks and uncertainties. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of
various factors, including those set forth below.



Naturade's independent accountants have qualified their opinion on the Company's financial statements, expressing substantial doubt concerning the Company's
ability to continue as a going concern. At September 30, 2002, the Company had an accumulated deficit of $20,721,105, a negative working capital of $1,390,625 and stockholders' capital
deficiency of $1,738,627. The Company anticipates that it will incur net losses for the immediate future and will need access to additional financing for working capital and to expand its business.
Management has taken a number of steps to
address this situation, including the Private Equity Transaction completed on January 2, 2002 and efforts to decrease operating losses by expanding sales and reducing costs. Nevertheless, the
Company expects to incur operating losses for some time in the future and cannot give assurance that additional financing will be available when needed or that it will obtain waivers or modifications
of the Credit and Security Agreement, if needed. If unsuccessful in those efforts, Naturade could be forced to cease operations and investors in Naturade's Common Stock could lose their entire
investment.



The Company's three largest customers together account for 45% of sales revenue in the quarter ended September 30, 2002. Two health food distributors
accounted for 28.3% of total sales in the quarter and one mass market customer, Sam's Club and Wal*Mart, represented approximately 16.5% of total sales in the quarter. The loss of such customers could
have a material adverse effect on the Company's results of operations. From time to time, major customers of Naturade have experienced financial difficulties. Naturade does not have
long-term contracts with any of its customers and, accordingly, there can be no assurance that any customer will continue to place orders with Naturade to the same extent it has in the
past, or at all.

17

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The Company's success is dependent on its current financing as well as new financing to support its working capital requirements and fund its operating losses.
Starting in 2000, the Company embarked on a strategy to rollout the Naturade Total Soy product line to the mass market, which requires a high level of marketing expenditures. Although the Company
obtained $2.5 million as part of the Private Equity Transaction on January 2, 2002, as explained above and in Note 7 to the Financial Statements, there is no assurance that these
proceeds will be sufficient to fund this strategy. Further, no assurance can be given that the Company will have access to additional funds or, if funds can be obtained, that the terms on which they
can be obtained will be satisfactory. In such event, the Company's business and results of operations, and its ability to continue as a going concern, will be materially adversely affected.



The Company may seek to obtain new financing from various sources, including the sale of its securities. Future sales of Common Stock or securities convertible
into Common Stock at or below recent market prices could result in further dilution of the Common Stock. In addition, the conversion of the 13.5 million shares of Series B Convertible
Preferred Stock originally sold to Westgate Equity Partners, L.P. ("Westgate"), for $2 million, together with conversion of the 33,641,548 shares of Series B Convertible Preferred Stock
issuable on exercise of warrants held by Westgate, which have an exercise price of approximately $0.104 per share (and, including the original cost of the warrant, a total consideration of
approximately $0.119 per share), would also result in substantial dilution of the Common Stock. The perceived risk of dilution may cause some of the Company's stockholders to sell their shares, which
could further reduce the market price of the Common Stock.



The Company's operations, properties and products are subject to regulation by various foreign, federal, state and local government entities and agencies,
including the U.S. Food and Drug Administration (FDA) and the Federal Trade Commission. Among other matters, such regulation is concerned with statements and claims made in connection with the
packaging, labeling, marketing and advertising of the Company's products. The governmental agencies have a variety of processes and remedies available to them, including initiating investigations,
issuing warning letters and cease and desist orders, requiring corrective labeling or advertising, requiring consumer redress, seeking injunctive relief or product seizure, imposing civil penalties
and commencing criminal prosecution.

As
a result of the Company's efforts to comply with changes in applicable statutes and regulations, the Company has from time to time reformulated, eliminated or relabeled certain of its
products and revised certain aspects of its sales, marketing and advertising programs. The Company may be subject in the future to additional laws or regulations administered by federal, state, local
or foreign regulatory authorities, the repeal or amendment of laws or regulations which the Company considers favorable, such as the Dietary Supplement Health and Education Act ("DSHEA"), or more
stringent interpretations of current laws or regulations. The Company is unable to predict the nature of such future laws, regulations, interpretations or applications, nor can the Company predict
what effect additional governmental regulations or administrative orders, when and if promulgated, would have on the Company's business in the future. Such future laws and regulations could, however,
require the reformulation of certain products to meet new standards, the recall or discontinuance of certain products that cannot be reformulated, the imposition of additional record keeping
requirements, expanded documentation of product efficacy, expanded or modified labeling and scientific substantiation, including health warnings or restrictions on benefits described for our products.
Any or all of such requirements could have a material adverse effect on the Company's results of operations and financial condition.

18

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The Company currently is engaged in developing nutraceuticals, which are characterized by extensive and costly research efforts and rapid technological progress
and change. New process developments are expected to continue at a rapid pace in both industry and academia. The Company's future success will depend on its ability to develop and commercialize its
existing product candidates and to develop new products. There can be no assurance that the Company will successfully complete the development of any of its existing product candidates or that any of
its future products will be commercially viable or achieve market acceptance. In addition, there can be no assurance that research and development and discoveries by others will not render some or all
of the Company's programs or potential product candidates uncompetitive or obsolete.



The use of contract manufacturers and the resulting loss of direct control over the production of its products could result in the Company's failure to receive
timely delivery of products of acceptable quality. Although the Company believes that alternative sources of contract manufacturing services are available, the loss of one or more contract
manufacturers could have a material adverse effect on the Company's results of operations until an alternative source is located and has commenced producing the Company's products.

Although
the FDA does not currently regulate manufacturing facilities for nutraceutical products, there can be no assurance that the FDA at some time in the future will not begin
regulating these manufacturing facilities. If the FDA were to begin regulating the manufacturing facilities for nutraceuticals, and if the manufacturing facilities used by the Company's third-party
manufacturers did not meet those standards, the production of the Company's products could be delayed until the necessary modifications are made to comply with those standards or alternate
manufacturers are located.

In
addition, in accordance with the requirements of the DSHEA, the FDA has been in the process of developing a Good Manufacturing Practice Regulation applicable to manufacturers of
dietary supplements. The FDA recently stated that it expected to publish a proposed regulation for public comment sometime during the second half of 2002. However, there is no way to determine when
the FDA will actually publish this proposal, in what form it will appear, and when any such regulation will become final. When final regulations are promulgated, it may be necessary for Naturade to
review the qualifications of its third-party manufacturers and determine whether they satisfy the FDA's requirements. The potential exists for circumstances to arise which would require Naturade to
seek out alternate manufacturers who operate in compliance with the FDA's requirements.



The market for nutraceutical products is highly competitive. Many of the Company's competitors have substantially greater capital resources, research and
development capabilities, and manufacturing and marketing resources, capabilities and experience than the Company. The Company's competitors may succeed in developing products that are more effective
or less costly than any products that may be developed by the Company.



The Company's success is dependent upon its ability to attract and retain qualified scientific and executive management personnel. To commercialize its products
and product candidates, the Company must maintain and expand its personnel, particularly in the areas of product sales and marketing. The Company faces intense competition for such personnel from
other companies, academic institutions, government entities and other research organizations. There can be no assurance that the Company

19

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will
be successful in hiring or retaining qualified personnel. Moreover, managing the integration of such new personnel could pose significant risks to the Company's development and progress and
increase its operating expenses.



The Company has experienced, and expects to continue to experience, variations in its net sales and operating results from quarter to quarter. The Company
believes that the factors which influence this variability of quarterly results include the timing of the Company's introduction of new product lines, the level of consumer acceptance of each product
line, general economic and industry conditions that affect consumer spending and retailer purchasing, the availability of manufacturing capacity, the timing of trade shows, the product mix of customer
orders, the timing of placement or cancellation of customer orders, the weather, transportation delays, the occurrence of chargebacks in excess of reserves and the timing of expenditures in
anticipation of increased sales and actions of competitors. Accordingly, a comparison of the Company's results of operations from period to period is not necessarily meaningful, and the Company's
results of operations for any period are not necessarily indicative of future performance.



Product liability risk is inherent in the testing, manufacture, marketing and sale of the Company's products and product candidates, and there can be no assurance
that the Company will be able to avoid significant product liability exposure. The Company may be subject to various product liability claims, including, among others, that its products include
inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. The Company currently maintains a general liability insurance policy and
a product liability insurance policy. There can be no assurance that the Company will be able to maintain such insurance in sufficient amounts to protect the Company against such liabilities at a
reasonable cost. Any future product liability claim against the Company could result in the Company paying substantial damages, which may not be covered by insurance and may have a material adverse
effect on the business and financial condition of the Company.



In addition to internal expansion of its existing business, Naturade has a strategy to expand its business externally by identifying compatible companies for
strategic alliances and strategic investments in Naturade. Naturade may not succeed in identifying these potential strategic partners or may be unable to conclude agreements with them. If so,
Naturade's future growth may be limited, and it may be unable to achieve profitability.



Naturade, traditionally a marketer for the health food market, has recently built a presence in the mass market. While yielding increased revenue, selling to the
mass market has also resulted in significant new costs and risks for Naturade. Mass market merchandise requires greater expenditures for branding. Compared to sales to health food distributors, the
aggregate volume of mass market orders can vary significantly from period to period and tends to be more sensitive to short term or local variations in market conditions. The instability can make
planning difficult and can cause unexpected reductions in sales, or in orders that exceed Naturade's short term capacity, in either case resulting in lost revenue. Failure to manage the costs and
risks associated with the mass market could cause material adverse harm to Naturade's business.

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Naturade's business consists primarily of selling natural products and functional foods, including soy protein based products. While Naturade and the soy protein
category as a whole have recently experienced increased sales, other categories of dietary supplements have experienced reduced sales in recent periods after several years of dramatic growth. In
particular, revenues in both the herbal and health food store categories have significantly declined. There can be no assurance that this general consumer trend will not be experienced by Naturade's
product categories as well. Even if Naturade is successful in increasing sales within its market category, a decline in the overall market for natural products or functional foods could have a
material adverse affect on Naturade's business.



The Company's products consist of vitamins, minerals, herbs and other ingredients that the Company regards as safe when taken as suggested by the Company and that
various scientific studies have suggested may involve health benefits. While the Company conducts extensive quality control testing on its products, the Company generally does not conduct or sponsor
clinical studies relating to the benefits of its products. The Company is highly dependent upon consumers' perception of the overall integrity of its business, as well as the safety and quality of its
products and similar products distributed by other companies which may not adhere to the same quality standards as the Company. The Company could be adversely affected if any of the Company's
products, or any similar products distributed by other companies, should prove or be asserted to be harmful to consumers or should scientific studies provide unfavorable findings regarding the
effectiveness of such products. The Company's ability to attract and
retain distributors could be adversely affected by negative publicity relating to it or to other direct sales organizations or by the announcement by any governmental agency of investigatory
proceedings regarding the business practices of the Company or other direct sales organizations.



The Company's success depends in part on its ability to preserve its trade secrets and know-how, and operate without infringing on the property rights
of third parties. The Company does not have any patents, and as a result another company could replicate one or more of Naturade's products. The Company's policy is to pursue registrations for all of
the trademarks associated with its key products. The Company relies on common law trademark rights to protect its unregistered trademarks as well as its trade dress rights. Common law trademark rights
generally are limited to the geographic area in which the trademark is actually used, while a U.S. federal registration of a trademark enables the registrant to stop the unauthorized use of the
trademark by any third party anywhere in the U. S. The Company intends to register its trademarks in certain foreign jurisdictions where the Company's products are sold. However, the protection
available, if any, in such jurisdictions may not be as extensive as the protection available to the Company in the U.S.

Currently,
the Company has received over 19 U.S. trademarks as well as a California registration of one trademark. The Company also maintains trademark registrations in approximately 10
foreign countries. Because of its limited financial resources, the Company cannot in all cases exhaustively monitor the marketplace for trademark violations. It will evaluate and pursue potential
infringement on a case-by-case basis in accordance with its business needs and financial resources. If the Company is not aware of some infringing uses or elects not to pursue
them, the value of its trademarks could be substantially weakened. If the Company takes action to enforce its intellectual property rights, litigation may be necessary. Any such litigation could be
very costly and could distract the Company's personnel. Due to limited financial resources, Naturade may be unable to pursue some litigation matters. In matters it does pursue, Naturade can provide no
assurance of a favorable outcome. An unfavorable

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outcome
in any proceeding could have a material adverse effect on the Company's business, financial condition and results of operations.



Each year, the Company introduces new products to meet consumer demands and counter competitive threats. These new products include product line extensions, such
as new flavors to currently existing products, as well as new formulations or configurations, such as
ready-to-drink and bars. The Company experiences significant costs in formulating new products, designing packaging and merchandising. While the Company conducts extensive
market research to determine consumer trends in both the mass market and health food market, there can be no assurance that the Company's new products will be accepted by consumers and retailers. In
addition, there can be no assurance that once new products are initially distributed to mass market and health food retailers, there will be repeat orders for these new products. Furthermore,
expensive introductory retailer charges for additional shelf space may negate any initial increase in sales.



The market price of the Company's Common Stock is likely to be volatile and could be subject to significant fluctuations in response to factors such as quarterly
variations in operating results, operating results which vary from the expectations of securities analysts and investors, changes in financial estimates, changes in market valuations of competitors,
announcements by the Company or its competitors of a material nature, loss of one or more customers, additions or departures of key personnel, future sales of Common Stock and stock market price and
volume fluctuations. Also, general political and economic conditions such as recession, or interest rate or currency rate fluctuations may adversely affect the market price of the Company's Common
Stock.



At June 20, 2002, Westgate Equity Partners, L.P. beneficially owned approximately 50.4% of the Company's Common Stock, Health Holdings beneficially owned
43.9% of the Company's Common Stock, and executive officers and directors of the Company as a group beneficially owned 95.7% of the Company's Common Stock. Shares "beneficially owned" include shares
that a person owns or has a right to acquire within 60 days, either directly or through affiliates. Accordingly, Westgate Equity Partners, LLC and Health Holdings have the ability to control
the outcome on all matters requiring stockholder approval, including, but not limited to, the election and removal of directors, any merger, sale, consolidation or sale of substantially all of the
assets of the Company, and to control the Company's management and affairs. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk The Company's earnings are affected by fluctuations in
the value of the U.S. dollar as compared to foreign currencies as a result of international purchases. As a result, the Company bears the risk of exchange rate gains or losses that may result in the
future as a result of this financing structure. The Company's exposure to market risk for changes in interest rates relates primarily to the Company's long-term debt.

The
Company's long-term debt primarily consists of a $4.5 million line of credit originally entered into on January 27, 2000 and amended on December 20,
2001 and a $202,345 Loan Agreement with an investor, after giving affect to the Health Holdings debt-to equity conversion on January 2, 2002 as part of the Private Equity
Transaction as described more fully in Note 7 to the Financial Statements and the individual investor debt-to-equity conversion on August 8, 2002 as described
more fully in Note 5 to the Financial Statements. The $4 million Credit Agreement with the majority shareholder of the Company was converted into equity on January 2, 2002 as part
of the Private Equity Transaction. The line of credit bears interest at prime rate plus 2%. The Loan Agreement bears interest at 8% per annum with due dates of August 31, 2003 for the remaining
balance. However, given the fixed interest rate on the

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Loan
Agreement, interest rate changes generally will have no effect on the interest rates under the Loan Agreement or on the Company's results of operations. Given the variable interest rate on the
line of credit, the impact of interest rate changes on the line of credit could have a material impact on the Company's results of operations. For the quarter ended September 30, 2002, the
interest expense on the line of credit was $19,100. If the interest rate on the line of credit for the quarter ended September 30, 2002 had increased by one percent to prime rate plus 3%, this
would have resulted in the interest expense being $21,930 for the quarter. ITEM 4. Controls and Procedures Within the 90 days prior to the filing date of this report, the Chief Executive
Officer and the Chief Financial Officer of the Company, with the participation of the Company's management, carried out an evaluation of the effectiveness of the Company's disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer believe that, as of the date of the
evaluation, the Company's disclosure controls and procedures are effective in making known to them material information relating to the Company (including its consolidated subsidiaries) required to be
included in this report.

ITEM 6. Exhibits and Reports on Form 8-K

|(a) |  | Exhibit 10.35:            |  | Amendment No. 5 to Credit and Security Agreement between the Company and Wells Fargo Business Credit, dated September 19, 2002 (incorporated by reference to the Company's Quarterly Report on 10-Q for the period ended
September 30, 2003, filed with the Commission on November 14, 2002).
|--- |  | ------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | Exhibit 99.1:             |  | Certification Pursuant to 18 U.S.C. 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                 
|(b) |  | Reports on Form 8-K: NONE

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SIGNATURES

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

|                 |  | NATURADE, INC.
(Registrant)
|---------------- |  | ---------------------------
|DATE: May 9,2003 |  | By:                        
|DATE: May 9,2003 |  | By:                        

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CERTIFICATION

I,
Bill D. Stewart, certify that:

|Date: May 9, 2003 |  | By: | /s/ Bill D. StewartBill D. Stewart Chief Executive Officer
|----------------- |  | --- | ----------------------------------------------------------

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CERTIFICATION

I,
Stephen M. Kasprisin, certify that:

|Date: May 9, 2003 |  | By: | /s/ Stephen M. KasprisinStephen M. Kasprisin Chief Financial Officer
|----------------- |  | --- | --------------------------------------------------------------------

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