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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 June 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: 43,813,494 shares as of July 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
June 30, 2002 (the "Report") to restate its financial statements for the three and six months ended June 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 second 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 third 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 June 30, 2002

TABLE OF CONTENTS

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

2

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

|                                                                                                                                                                                                                                                                    |                                                  | June 30, 2002
(Unaudited)                   |             | December 31, 2001
(Audited) |           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------- | ----------- | --------------------------- | ----------
|ASSETS                                                                                                                                                                                                                                                              |                                                  |                                             |             |                             |           
|Current assets:                                                                                                                                                                                                                                                     |                                                  |                                             |             |                             |           
|                                                                                                                                                                                                                                                                    | Cash and cash equivalents                        |                                             | $           | 1,129,676                   |           
|                                                                                                                                                                                                                                                                    | Accounts receivable, net                         |                                             |             | 899,352                     |           
|                                                                                                                                                                                                                                                                    | Inventories, net                                 |                                             |             | 1,272,509                   |           
|                                                                                                                                                                                                                                                                    | Prepaid expenses and other current assets        |                                             |             | 103,276                     |           
|                                                                                                                                                                                                                                                                    |                                                  | Total current assets                        |             |                             | 3,404,813 
|Property and equipment, net                                                                                                                                                                                                                                         |                                                  |                                             | 263,727     |                             |           
|Other assets                                                                                                                                                                                                                                                        |                                                  |                                             | 79,105      |                             |           
|                                                                                                                                                                                                                                                                    |                                                  | Total assets                                |             | $                           | 3,747,645 
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                                                                                                               |                                                  |                                             |             |                             |           
|Current liabilities:                                                                                                                                                                                                                                                |                                                  |                                             |             |                             |           
|                                                                                                                                                                                                                                                                    | Accounts payable                                 |                                             | $           | 2,199,840                   |           
|                                                                                                                                                                                                                                                                    | Accrued expenses                                 |                                             |             | 594,065                     |           
|                                                                                                                                                                                                                                                                    | Current portion of Note Payable to Related Party |                                             |             | 50,000                      |           
|                                                                                                                                                                                                                                                                    | Current portion of long-term debt                |                                             |             | 1,438,832                   |           
|                                                                                                                                                                                                                                                                    |                                                  | Total current liabilities                   |             |                             | 4,282,737 
|Long-term portion of Notes Payable to Related Parties, less current maturities                                                                                                                                                                                      |                                                  |                                             | 202,345     |                             |           
|Long-term debt, less current maturities                                                                                                                                                                                                                             |                                                  |                                             | 50,558      |                             |           
|COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                                                       |                                                  |                                             |             |                             |           
|REDEEMABLE CONVERTIBLE PREFERRED STOCK                                                                                                                                                                                                                              |                                                  |                                             |             |                             |           
|Redeemable convertible preferred stock, Series B less discount of $1,857,142 at June 30, 2002, par value $0.0001 per share; authorized 48,000,000 shares; issued and outstanding, 13,540,723 at June 30, 2002 ($2,000,000
redemption value), 0 at December 31, 2001 |                                                  |                                             | (91,744     | )                           |           
|WARRANT                                                                                                                                                                                                                                                             |                                                  |                                             | 500,000     |                             |           
|STOCKHOLDERS' DEFICIT:                                                                                                                                                                                                                                              |                                                  |                                             |             |                             |           
|Common stock, par value $0.0001 per share; authorized, 100,000,000 shares; issued and outstanding, 43,813,494 at June 30, 2002 and 7,823,639 at December 31, 2001                                                                                                   |                                                  |                                             | 4,382       |                             |           
|Preferred stock, Series A, par value $0.0001 per share; authorized, 2,000,000 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 June 30, 2002 and 0 at December 31, 2001                                                                                                     |                                                  |                                             | 12          |                             |           
|Additional paid-in capital                                                                                                                                                                                                                                          |                                                  |                                             | 18,918,214  |                             |           
|Accumulated deficit                                                                                                                                                                                                                                                 |                                                  |                                             | (20,118,859 | )                           |           
|                                                                                                                                                                                                                                                                    |                                                  | Total stockholders' deficit                 |             |                             | (1,196,251
|                                                                                                                                                                                                                                                                    |                                                  | Total liabilities and stockholders' deficit |             | $                           | 3,747,645 

See
accompanying notes to financial statements.

3

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NATURADE, INC  Statements of Operations for the Three Months and  Six Months Ended June 30, 2002 and June 30, 2001

|                                                                                          |                                              | Three Months
Ended
June 30, 2002
(Unaudited) |            | Three Months
Ended
June 30, 2001
(Unaudited) |           | Six Months
Ended
June 30, 2002
(Unaudited) |           | Six Months
Ended
June 30, 2001
(Unaudited) |           
|----------------------------------------------------------------------------------------- | -------------------------------------------- | -------------------------------------------- | ---------- | -------------------------------------------- | --------- | ------------------------------------------ | --------- | ------------------------------------------ | ----------
|Net sales                                                                                 |                                              | $                                            | 3,235,269  |                                              | $         | 4,292,233                                  |           | $                                          | 6,608,285 
|Cost of sales                                                                             |                                              |                                              | 1,974,193  |                                              |           | 2,383,001                                  |           |                                            | 3,859,306 
|Gross profit                                                                              |                                              |                                              | 1,261,076  |                                              |           | 1,909,232                                  |           |                                            | 2,748,979 
|Costs and expenses:                                                                       |                                              |                                              |            |                                              |           |                                            |           |                                            |           
|                                                                                          | Selling, general and administrative expenses |                                              |            | 1,878,506                                    |           |                                            | 2,477,161 |                                            |           
|                                                                                          | Depreciation and amortization                |                                              |            | 21,822                                       |           |                                            | 24,120    |                                            |           
|                                                                                          |                                              | Total operating costs and expenses           |            |                                              | 1,900,328 |                                            |           | 2,501,281                                  |           
|Operating loss                                                                            |                                              |                                              | (639,252   | )                                            |           | (592,049                                   | )         |                                            | (1,284,667
|Other expense:                                                                            |                                              |                                              |            |                                              |           |                                            |           |                                            |           
|                                                                                          | Interest expense                             |                                              |            | 30,783                                       |           |                                            | 155,150   |                                            |           
|                                                                                          | Other expense (income)                       |                                              |            | (9,737                                       | )         |                                            | (4,537    | )                                          |           
|Loss before provision for income taxes                                                    |                                              |                                              | (660,298   | )                                            |           | (742,662                                   | )         |                                            | (1,326,109
|Provision for income taxes                                                                |                                              |                                              |           |                                              |           |                                           |           |                                            |          
|Net loss                                                                                  |                                              | $                                            | (660,298   | )                                            | $         | (742,662                                   | )         | $                                          | (1,326,109
|Less:                                                                                     |                                              |                                              |            |                                              |           |                                            |           |                                            |           
|                                                                                          | Preferred stock dividend                     |                                              |            | (50,000                                      | )         |                                            |          |                                            |           
|                                                                                          | Deemed dividend                              |                                              |            | (71,429                                      | )         |                                            |          |                                            |           
|Net loss attributable to common stockholders                                              |                                              | $                                            | (781,727   | )                                            | $         | (742,662                                   | )         | $                                          | (1,568,967
|Basic and Diluted Loss per share                                                          |                                              | $                                            | (0.02      | )                                            | $         | (0.10                                      | )         | $                                          | (0.04     
|Weighted Average Number of Shares used in Computation of Basic and Diluted Loss per Share |                                              |                                              | 43,813,494 |                                              |           | 7,441,592                                  |           |                                            | 43,614,655

See
accompanying notes to financial statements

4

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NATURADE, INC  Statements of Cash Flows for the Six Months  Ended June 30, 2002 and June 30, 2001

|                                                                            |                                                                                               | Six Months Ended
June 30, 2002             |            | Six Months Ended
June 30, 2001 |          
|--------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------ | ---------- | ------------------------------ | ---------
|Cash flows from operating activities:                                       |                                                                                               |                                            |            |                                |          
|Net loss                                                                    |                                                                                               | $                                          | (1,326,109 | )                              | $        
|Adjustments to reconcile net loss to net cash used in operating activities: |                                                                                               |                                            |            |                                |          
|Depreciation and amortization                                               |                                                                                               |                                            | 45,085     |                                |          
|Provision for bad debt expense                                              |                                                                                               |                                            | (171,735   | )                              |          
|Provision for excess and obsolete inventories                               |                                                                                               |                                            | (273,796   | )                              |          
|Expense for stock options, warrants and convertible debt                    |                                                                                               |                                            | 18,888     |                                |          
|Changes in assets and liabilities:                                          |                                                                                               |                                            |            |                                |          
|                                                                            | Accounts receivable                                                                           |                                            |            | 1,312,000                      |          
|                                                                            | Inventories                                                                                   |                                            |            | 179,807                        |          
|                                                                            | Prepaid expenses and other current assets                                                     |                                            |            | 254,570                        |          
|                                                                            | Other assets                                                                                  |                                            |            | (24,342                        | )        
|                                                                            | Accounts payable and accrued expenses                                                         |                                            |            | (715,927                       | )        
|                                                                            |                                                                                               | Net cash used in operating activities:     |            |                                | (701,559 
|Cash flows from investing activities:                                       |                                                                                               |                                            |            |                                |          
|Purchase of property and equipment                                          |                                                                                               |                                            | (1,450     | )                              |          
|                                                                            |                                                                                               | Net cash used in investing activities:     |            |                                | (1,450   
|Cash flows from financing activities:                                       |                                                                                               |                                            |            |                                |          
|Net borrowings under line of credit                                         |                                                                                               |                                            | (518,760   | )                              |          
|Proceeds from issuance of debt to related parties                           |                                                                                               |                                            |           |                                |          
|Payments of long-term debt                                                  |                                                                                               |                                            | (16,841    | )                              |          
|Proceeds from issuance of equity                                            |                                                                                               |                                            | 2,312,898  |                                |          
|                                                                            |                                                                                               | Net cash provided by financing activities: |            |                                | 1,777,297
|Net increase (decrease) in cash and cash equivalents                        |                                                                                               |                                            | 1,074,288  |                                |          
|Cash and cash equivalents, beginning of period                              |                                                                                               |                                            | 55,388     |                                |          
|Cash and cash equivalents, end of period                                    |                                                                                               | $                                          | 1,129,676  |                                | $        
|Supplemental Disclosures of Cash Flow Information                           |                                                                                               |                                            |            |                                |          
|Cash paid during the period for:                                            |                                                                                               |                                            |            |                                |          
|                                                                            | Interest                                                                                      |                                            | $          | 62,727                         |          
|                                                                            | Taxes                                                                                         |                                            | $          | 800                            |          
|Non-cash financing activities:                                              |                                                                                               |                                            |            |                                |          
|                                                                            | Conversion of notes payable and accrued interest to related party into common stock           |                                            | $          | 5,315,702                      |          
|                                                                            | Surrender of preferred stock for cancellation without conversion in exchange for common stock |                                            | $          | 125                            |          
|                                                                            | Discount related to redeemable convertible preferred stock                                    |                                            | $          | 2,000,000                      |          
|                                                                            | Issuance of non-voting common stock in connection with Private Equity Transaction             |                                            | $          | 47,500                         |          
|                                                                            | Preferred stock dividend accrued                                                              |                                            | $          | 100,000                        |          
|                                                                            | Deemed dividend                                                                               |                                            | $          | 142,858                        |          

See
accompanying notes to financial statements

5

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NATURADE, INC.  Notes to Financial Statements



|                                                 |  | As Previously Reported
June 30, 2002 |             | As Revised
June 30, 2002 |  
|------------------------------------------------ |  | ------------------------------------ | ----------- | ------------------------ | -
|Accrued expenses                                 |  | $                                    | 494,065     |                          | $
|Redeemable convertible preferred stock, Series B |  | $                                    | 1,765,398   |                          | $
|Accumulated deficit                              |  | $                                    | (21,876,001 | )                        | $

|                                     |  | As Previously Reported |          | As Revised |  
|------------------------------------ |  | ---------------------- | -------- | ---------- | -
|
|Preferred stock dividend             |  | $                      | 0        |            | $
|Deemed Dividend                      |  | $                      | 0        |            | $
|Net loss applicable to common shares |  | $                      | (660,298 | )          | $
|Basic and Diluted Loss per share     |  | $                      | (0.02    | )          | $

6

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June 30, 2002
(Unaudited)

December 31, 2001
(Audited)Raw Materials

$
166,033

$
195,351Finished Goods


1,190,598


1,341,086Subtotal


1,356,631


1,536,437Less: Reserve for Excess and Obsolete Inventories


(84,122
)

(357,918
)$
1,272,509

$
1,178,519


Year

Amount2002 (July-December)

$
213,0142003


434,0212004


414,3092005


427,6242006


283,056Total

$
1,772,024


7

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8

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9

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|                                 |               | Distribution Channels |   |          
|-------------------------------- | ------------- | --------------------- | - | ---------
|
|Three months ended June 30, 2002 |               |                       |   |          
|                                 | Sales         |                       | $ | 1,854,591
|                                 | Cost of Sales |                       |   | 1,053,808
|                                 |               | Gross Profit          |   | $        
|Six months ended June 30, 2002   |               |                       |   |          
|                                 | Sales         |                       | $ | 3,720,149
|                                 | Cost of Sales |                       |   | 2,059,310
|                                 |               | Gross Profit          |   | $        
|Three months ended June 30, 2001 |               |                       |   |          
|                                 | Sales         |                       | $ | 2,023,152
|                                 | Cost of Sales |                       |   | 1,122,754
|                                 |               | Gross Profit          |   | $        
|Six months ended June 30, 2001   |               |                       |   |          
|                                 | Sales         |                       | $ | 4,271,014
|                                 | Cost of Sales |                       |   | 2,329,780
|                                 |               | Gross Profit          |   | $        

Sales
are attributed to geographic areas based on the location of the entity to which the products were sold. Geographic segment data for the three and six months ended June 30,
2002 and June 30, 2001 was as follows:

|                                 |               | United States |   | International |           | Total
|-------------------------------- | ------------- | ------------- | - | ------------- | --------- | -----
|Three months ended June 30, 2002 |               |               |   |               |           |      
|                                 | Sales         |               | $ | 3,197,912     |           | $    
|                                 | Cost of Sales |               |   | 1,951,506     |           |      
|                                 |               | Gross Profit  |   | $             | 1,246,406 |      
|Six months ended June 30, 2002   |               |               |   |               |           |      
|                                 | Sales         |               | $ | 6,502,331     |           | $    
|                                 | Cost of Sales |               |   | 3,791,122     |           |      
|                                 |               | Gross Profit  |   | $             | 2,711,209 |      

|                                 |               | United States |   | International |           | Total
|-------------------------------- | ------------- | ------------- | - | ------------- | --------- | -----
|Three months ended June 30, 2001 |               |               |   |               |           |      
|                                 | Sales         |               | $ | 4,195,723     |           | $    
|                                 | Cost of Sales |               |   | 2,326,007     |           |      
|                                 |               | Gross Profit  |   | $             | 1,869,716 |      

|                               |               | United States |   | International |           | Total
|------------------------------ | ------------- | ------------- | - | ------------- | --------- | -----
|Six months ended June 30, 2001 |               |               |   |               |           |      
|                               | Sales         |               | $ | 8,279,010     |           | $    
|                               | Cost of Sales |               |   | 4,480,493     |           |      
|                               |               | Gross Profit  |   | $             | 3,798,517 |      

10

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Major Customer Table

|                                 |  | Customer One |           | Customer Two |      | Customer Three |  
|-------------------------------- |  | ------------ | --------- | ------------ | ---- | -------------- | -
|
|Three months ended June 30, 2002 |  | $            | 574,000   |              | 17.1 | %              | $
|Six month ended June 30, 2002    |  |              | 1,233,500 |              | 18.0 | %              |  
|Three months ended June 30, 2001 |  |              | 649,100   |              | 14.7 | %              |  
|Six months ended June 30, 2001   |  | $            | 1,253,400 |              | 14.5 | %              | $

11

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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 and future results may be 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 six month periods ended June 30, 2002 compared to the three and six month periods ended June 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, while the herbal category 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 and Costco), 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
June 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 of determining the beneficial conversion feature without any adjustment for transferability restrictions,

12

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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 have been 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 June 30, 2002 decreased $1,056,924 or 25%, to $3,235,269 from $4,292,233 for the same period of 2001 primarily as a
result of (i) a lack of new distribution growth in the mass market, (ii) no new product introductions as the Company concentrates on its core product lines and (iii) decline in
sales of certain mass market customers. Total net sales for the first six months of 2002 decreased $1,873,385, or 22%, to $6,608,285 from $8,481,670 for the same period of 2001 primarily as a result
of (i) slower new distribution growth in the mass market and (ii) continued softness in the health food market.

Mass Market Net Sales.For the quarter ended June 30, 2002, mass market net sales decreased $888,403, or 39.2%, to
$1,380,678from $2,269,081for the same period in 2001 primarily as a result of new distribution of Naturade Total Soy in 2001 that was not repeated in 2002, and which was partially offset by
(1) new distribution sales in 2001 converting into repeat (turn) business in the same quarter of 2002 and (ii) minor new distribution sales to Publix in 2002.

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

Mass Market Net Sales($ in 000's)

|                 |  | Three Months Ended
June 30 |         |  |   |         |  | Six Months Ended
June 30 |   |       |   |   |        
|---------------- |  | -------------------------- | ------- |  | - | ------- |  | ------------------------ | - | ----- | - | - | -------
|
|
|New Distribution |  | $                          | 565.6   |  | $ | 26.0    |  | (539.6                   | ) | (95.4 | ) | $ | 1,128.6
|Channel Shift    |  |                            | 267.0   |  |   | 0       |  | (267.0                   | ) | (100  | ) |   | 381.8  
|Turn Business    |  |                            | 1,436.5 |  |   | 1,354.7 |  | (81.8                    | ) | (5.7  | ) |   | 2,700.3
|Total            |  | $                          | 2,269.1 |  | $ | 1,380.7 |  | (888.4                   | ) | (39.2 | ) | $ | 4,210.7

The
slight decrease in the core turn business is due to a significant decline in Drug Store segment sales, the slowness in K-Mart sales due to that company's bankruptcy
restructuring efforts and other mass market customers, plus a 50% reduction in international sales (classified as mass market), partially offset by continued strong sales to Sam's Clubs and the
conversion of new distribution in 2001 sales into repeat business. For the quarter ended June 30, 2002, mass market turn business net sales decreased $81,800, or 5.7%, to $1,354,700 from
$1,436,500 for the same period of 2001. 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 channel shift sales is due to the fact that all mass market customers who had formally purchased through health food
distributors have completed the transition to direct purchasing.

Health Food Net Sales.For the quarter ended June 30, 2002, health food net sales decreased $168,561, or 8.3%, to
$1,854,591 from $2,023,152 for the same period of 2001. This decrease was a result of continued softness in the health food channel, promotional timing differences from key

13

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distributors
and discontinued products which accounted for $45,200 of sales in the quarter ended June 30, 2001 partially offset by growth in private label sales. By factoring in the channel
shift from the health food distributors to direct mass market purchases as shown in the above table and the lost sales in the second quarter due to the Company's decision to discontinue these
products, a slightly improved picture emerges. For the quarter ended June 30, 2002, core health food net sales are down 7% 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 June 30, 2002 tilted back towards the health food
channel when compared to the same period of 2001 with 57% of net sales from health food and 43% from mass market. For the first half of 2002 health food sales represented 56% of total sales, with mass
market sales at 44% due to the trend in the second quarter of the year.

For
the quarter ended June 30, 2002, domestic net sales decreased $997,811, or 24%, to $3,197,912 from $4,195,723 for the same period in 2001 primarily due to the previously
mentioned decline in new distribution mass market sales and a softness in the health food market. For the quarter ended June 30, 2002, international sales decreased $59,152, or 61%, to $37,358
from $96,510 in the same period of 2001, as the Company continued to de-emphasize lower margin international business and concentrated on the more profitable domestic business and Canadian
business, which is classified as international.



Gross profit as a percentage of net sales for the quarter ended June 30, 2002 decreased 5.5% to 39.0% of sales from 44.5% for the same period of 2001. The
decrease was due to higher sales of low margin bonus cans and private label products, one-time returns/damaged goods, higher promotional discounts than planned to stimulate sales and lower
sales of NTS ready-to-drink products, which carry a higher gross margin than many of the Company's other products.



Selling, general and administrative expenses ("S,G &A") for the quarter ended June 30, 2002 decreased $598,655 to $1,878,506 or 58.1% of net sales
from $2,477,161 or 57.7% of net sales for the same period of 2001. This decrease is primarily due to a $223,814 decrease in brand expenses and a $221,946 decrease in general and administrative costs
for the quarter. As a percent of sales, brand expenses were 20.5% and 20.6%, respectively, for the quarter ended June 30, 2002 and the same period of 2001. The decrease in brand expenses is due
to decreases in advertising of $106,230 and trade promotions of $130,965, partially offset by a $26,129 increase in product development costs. The decrease in advertising expenses reflects the
Company's strategy to shift brand activity away from general purpose media and towards customer-specific promotions. The decrease in trade promotions is due to the Company's goal to more directly
align mass promotional costs with proven sales opportunities. The decrease in general and administrative costs is partially due to the reversal of the additional compensation expense incurred in the
first quarter of 2002 to record the "In-the-Money" portion of the Company's Chief Executive Officer's stock options triggered by their repricing as required in the Private
Equity Transaction. This option repricing resulted in variable accounting treatment of the options in accordance with the accounting principles of APB 25 and FIN 44. Based on those pronouncements,
because the Company's stock price on June 30, 2002 of $0.07 was below the repriced exercise price of $0.1477, the Company reversed the original $92,090 expense. While this repricing has no cash
impact on the Company, under the variable accounting guidelines, these repriced stock options must be evaluated at the end of each quarter against the Company's stock price to determine the impact on
financial results from operations. General and administrative expenses in the quarter ending June 30, 2002 also declined due to a reduction in Board of Directors expenses and consulting costs.

14

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Interest expense for the quarter ended June 30, 2002 decreased $124,367 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, thereby reducing overall interest costs. See
Note 7 to the Financial Statements.

Liquidity and Capital Resources

The Company used cash of $701,559 in operating activities in the six months ended June 30, 2002 compared to $111,524 for operating activities for the six
months ended June 30, 2001. This increase in cash used in operating activities is primarily due to the Company's operating losses, improved accounts
receivable collections and reduction in accounts payable for the six months ended June 30, 2002 compared to the six months ended June 30, 2001.

The
Company's working capital increased from a deficit of $1,864,116 at December 31, 2001 to a deficit of $877,924 at June 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 second quarter of 2002.

Cash
used in investment activities during the quarter ended June 30, 2002 was $1,450 compared to cash used in investing activities during the same period of 2001 of $106,242.

The
Company's cash provided by financing activities was $1,777,297 for the six months ended June 30, 2002 compared to cash provided by financing activities of $70,010 for the six
months ended June 30, 2001. The June 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, and a decrease in borrowings under the Credit and Security Agreement. See Notes 4, 5 and 7 to the Financial Statements.

As
of June 30, 2002, the Company was not in technical compliance with the minimum book net worth covenant of the Credit and Security Agreement with Wells Fargo. The Company has
notified Wells Fargo of the foregoing and is in discussions with Wells Fargo regarding a potential waiver of this covenant. However, there can be no assurance that the Company will be successful in
having this covenant waived. In such event, Wells Fargo would be entitled to exercise certain remedies under the Credit and Security Agreement including termination of this agreement and foreclosure
upon the collateral. 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 June 30, 2002, the Company has an accumulated deficit of $20,118,859, a negative working capital of $877,924, a stockholders' capital deficiency of $1,196,251, has incurred
recurring net losses and was not in compliance with one of its bank covenants. 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 and/or debt financings or from other sources. No assurance can be given that additional financing will be available in the future or that,
if available, such financing will be obtainable on terms acceptable to the Company or its stockholders.

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The
Company's liquidity requirements arise from the funding of its working capital needs, principally 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, borrowings from principle stockholders 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.

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

Payments Due by Period

|Contractual Obligations            |  | Total |           | Less than 1 Year |   | 1-3 Years |  | 4-5 Years |           | After 5 Years
|---------------------------------- |  | ----- | --------- | ---------------- | - | --------- |  | --------- | --------- | -------------
|Long-Term Debt                     |  | $     | 1,741,735 |                  | $ | 1,488,832 |  | $         | 252,903   |              
|Capital Lease Obligations          |  | $     | 0         |                  |   |           |  |           |           |              
|Operating Leases                   |  | $     | 1,772,024 |                  | $ | 213,014   |  | $         | 1,275,954 |              
|Unconditional Purchase Obligations |  | $     | 0         |                  |   |           |  |           |           |              
|Other Long-Term Obligations        |  | $     | 0         |                  |   |           |  |           |           |              
|Total Contractual Cash Obligations |  | $     | 3,513,759 |                  | $ | 1,701,846 |  | $         | 1,528,857 |              

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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 have 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.

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.

Recently Issued Statements of Financial Accounting Standards

In June 2002, the FASB issued 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 recognizing 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 requires 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
$116,599and $188,006 for the three and six-month periods ended June 30, 2001 respectively. In addition, amounts of $55,400 and $65,300 classified as new store openings for the three
and six-month periods ended June 30, 2001, respectively, were reclassified to cost of goods sold.

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In
October 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (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 June 30, 2002, the Company had an accumulated deficit of $20,118,859, a negative working capital of $877,924 and stockholders' capital deficiency of
$1,196,251. 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. Moreover, as of
June 30, 2002, the Company was in default of the minimum book net worth covenant in the Credit and Security Agreement with its principal lender and has not received a written waiver of such
default. Without a waiver of such default, or a modification of the Credit and Security Agreement, the lender could terminate the agreement and demand immediate payment of the full amount of
indebtedness. If unpaid, the lender could foreclose on the collateral for the indebtedness which is substantially all of the assets of the Company. 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 needed waivers or modifications
of the Credit and Security Agreement. 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 53% of sales revenue in the quarter ended June 30, 2002. Two health food distributors accounted
for 34.1% of total sales in the quarter and one mass market customer, Sam's Club and Wal*Mart, represented approximately 18.9% of total sales

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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.



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. As
of June 30, 2002, the Company was not in compliance with the minimum book net worth covenants of the Credit and Security Agreement with Wells Fargo. 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 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 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

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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.



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

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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 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.

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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.



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 our ability to preserve our 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

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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 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.

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ITEM 6. Exhibits and Reports on Form 8-K



Exhibit 99.1:

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




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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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