SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q
(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002.


[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM                TO
                                            --------------    ----------------

                          Commission File No. 333-22997

                         SPECTRUM ORGANIC PRODUCTS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           California                                           94-3076294
 ------------------------------                            --------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification Number)

         133 Copeland Street
         Petaluma, California                                     94952
 --------------------------------------                          --------
(Address of principal executive offices)                        (Zip Code)

                                 (707)778-8900
                            -------------------------
                            Issuer's telephone number

Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
                                                                 Yes [X] No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEEDING FIVE YEARS:

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan conformed by court. Yes [ ] No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: Common Stock, no par value,
45,698,661 shares as of May 10, 2002. Transitional Small Business Disclosure
Format: Yes [ ] No [X]


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PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
-----------------------------


                                SPECTRUM ORGANIC PRODUCTS, INC.
                                        BALANCE SHEETS

                                            ASSETS


                                                                  (Unaudited)
                                                                   March 31,     December 31,
                                                                     2002            2001
                                                                 ------------    ------------
Current Assets:
   <S>                                                           <C>             <C>
   Cash                                                          $      1,200    $      1,200
   Accounts receivable, net                                         4,434,600       3,427,900
   Inventories, net                                                 6,045,200       5,966,600
   Prepaid expenses and other current assets                          174,200          68,900
                                                                 ------------    ------------
     Total Current Assets                                          10,655,200       9,464,600

Property and Equipment, net                                         3,240,300       3,239,000

Other Assets:
   Goodwill, net                                                    1,470,200       1,470,200
    Trademark and label development, net of accumulated
     amortization                                                      51,300          54,000
   Other assets, net                                                   72,000          72,000
                                                                 ------------    ------------
Total Assets                                                     $ 15,489,000    $ 14,299,800
                                                                 ============    ============

                             LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Bank overdraft                                                $  1,095,400    $    546,400
   Line of credit                                                   4,507,000       4,598,800
   Accounts payable, trade                                          4,049,700       3,676,600
   Accrued expenses                                                 1,059,300         904,300
   Current maturities of notes payable, former stockholder            328,100         281,300
   Current maturities of notes payable and capitalized lease
     obligations                                                      413,400         375,200
   Current maturities of notes payable, stockholders                  110,900         111,700
                                                                 ------------    ------------
     Total Current Liabilities                                     11,563,800      10,494,300

Notes payable and capitalized lease obligations, less
  current maturities                                                  564,600         671,300
Notes payable, former stockholder, less current maturities            723,000         811,200
Notes payable, stockholders, less current maturities                  195,000         225,500
                                                                 ------------    ------------
Total Liabilities                                                  13,046,400      12,202,300
                                                                 ------------    ------------
Commitments and Contingencies

Stockholders' Equity:
   Preferred stock, 5,000,000 shares authorized, no shares
       issued or outstanding                                             --              --
   Common stock, no par value, 60,000,000 shares authorized,
       45,698,661 issued and outstanding at March 31, 2002 and
       December 31, 2001                                            9,387,500       9,373,700
   Accumulated deficit                                             (6,944,900)     (7,276,200)
                                                                 ------------    ------------
Total Stockholders' Equity                                          2,442,600       2,097,500
                                                                 ------------    ------------
Total Liabilities and Stockholders' Equity                       $ 15,489,000    $ 14,299,800
                                                                 ============    ============


                          The accompanying notes are an integral part
                                 of the financial statements.

                                              2
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                         SPECTRUM ORGANIC PRODUCTS, INC.
                            STATEMENTS OF OPERATIONS



                                                             (Unaudited)
                                                         Three Months Ended
                                                     March 31,       March 31,
                                                       2002            2001
                                                   ------------    ------------

Net Sales                                          $ 11,283,600    $ 10,073,100
Cost of Goods Sold                                    8,334,500       7,432,100
                                                   ------------    ------------
Gross Profit                                          2,949,100       2,641,000
                                                   ------------    ------------
Operating Expenses:
   Sales and Marketing                                1,614,700       1,525,500
   General and Administrative                           822,500         795,000
   Amortization of Goodwill                                --           225,400
                                                   ------------    ------------
   Total Operating Expenses                           2,437,200       2,545,900
                                                   ------------    ------------
Income from Operations                                  511,900          95,100
                                                   ------------    ------------
Other Income (Expense):
   Interest Expense                                    (167,300)       (281,200)
   Other, net                                           (13,300)         18,300
                                                   ------------    ------------
Total Other Expenses                                   (180,600)       (262,900)
                                                   ------------    ------------

Income (Loss) Before Taxes                              331,300        (167,800)
Provision for Income Tax Expense                           --              --
                                                   ------------    ------------
Net Income (Loss)                                  $    331,300    $   (167,800)
                                                   ============    ============

Basic and Fully Diluted Income (Loss) Per Share    $       0.01    $       0.00
                                                   ============    ============

Basic Weighted Average Shares Outstanding            45,698,661      44,785,702
                                                   ============    ============

Fully Diluted Weighted Average Shares Outstanding    46,120,930      44,785,702
                                                   ============    ============


                   The accompanying notes are an integral part
                          of the financial statements.

                                       3

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                            SPECTRUM ORGANIC PRODUCTS, INC.
                               STATEMENTS OF CASH FLOWS



                                                                 (Unaudited)
                                                              Three Months Ended
                                                           March 31,       March 31,
                                                             2002             2001
                                                         ------------    ------------
<S>                                                      <C>             <C>
Net Income (Loss)                                        $    331,300    $   (167,800)
  Adjustments to Reconcile Net Income (Loss) to Net
   Cash Used in Operating Activities:
  Provision for allowances against receivables                164,400         (86,900)
  Provision for reserves for inventory obsolescence           (29,500)        (37,800)
  Depreciation and amortization                               105,000          99,600
  Amortization of goodwill                                       --           225,400
  Loss on sale of assets                                         --             2,500
  Imputed interest on note payable, former stockholder          5,500           6,600
  Imputed interest on common stock purchase warrants           13,800          29,300
  Imputed interest on construction-in-progress                 (5,900)        (16,900)
  Restricted shares issued in lieu of Directors fees             --            20,000

Changes in Assets and Liabilities:
   Accounts receivable                                     (1,171,100)       (680,700)
   Inventories                                                (49,100)       (980,600)
   Prepaid expenses and other current assets                 (105,300)         21,200
   Other assets                                                  --           (13,800)
   Accounts payable                                           373,100         462,200
   Accrued expenses                                           155,000         118,700
                                                         ------------    ------------
Net Cash Used in Operating Activities                        (212,800)       (999,000)
                                                         ------------    ------------

Cash Flows from Investing Activities:
   Purchase of property and equipment                         (97,700)        (83,900)
   Proceeds from sale of assets                                  --             5,500
                                                         ------------    ------------
Net Cash Used in Investing Activities                         (97,700)        (78,400)
                                                         ------------    ------------

Cash Flows From Financing Activities:
   Increase in bank overdraft                                 549,000         317,600
   Proceeds from line of credit                            10,050,400      10,245,700
   Repayment of line of credit                            (10,142,300)     (9,365,100)
   Repayment of notes payable, former stockholder             (46,900)        (93,700)
   Repayment of notes payable to stockholders                 (31,300)        (24,800)
   Proceeds of notes payable                                     --            50,000
   Repayment of notes payable                                 (51,600)        (85,000)
   Repayment of capitalized lease obligations                 (16,800)        (17,200)
   Restricted shares sold to non-executive Director              --            50,000
                                                         ------------    ------------
Net Cash Provided by Financing Activities                     310,500       1,077,500
                                                         ------------    ------------
Net Increase in Cash                                             --               100
Cash, beginning of the year                                     1,200             900
                                                         ------------    ------------
Cash, end of the period                                  $      1,200    $      1,000
                                                         ============    ============
Supplemental Disclosure of Cash Flow Information:
   Cash paid for income taxes                            $       --      $       --
   Cash paid for interest                                $    158,100    $    260,700
                                                         ============    ============


                      The accompanying notes are an integral part
                             of the financial statements.

                                          4
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<PAGE>


SPECTRUM ORGANIC PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS

1.   Basis of Presentation:

     These are unaudited interim financial statements and include all
     adjustments (consisting of normal recurring accruals) which, in the opinion
     of Management, are necessary in order to make the financial statements not
     misleading. These financial statements have been prepared in accordance
     with the instructions to Form 10-Q and do not include certain disclosures
     required by accounting principles generally accepted in the United States
     of America. Accordingly, the statements should be read in conjunction with
     Spectrum Organic Products, Inc. financial statements and notes thereto
     included in the Company's Form 10-K for the year ended December 31, 2001.
     Certain reclassifications have been made to the March 31, 2001 unaudited
     interim financial statements to be consistent with the presentation at
     March 31, 2002. These reclassifications had no impact on net income or
     retained earnings. In accordance with EITF Issue 01-09, slotting fees of
     $146,400 and $138,900 for the years ended March 31, 2002 and 2001,
     respectively, have been reclassified from marketing expense to net sales.
     Operating results for the three-month period ended March 31, 2002 are not
     necessarily indicative of the results that may be expected for the entire
     year ending December 31, 2002 or future periods.

2.   Inventories:

     Inventories consisted of the following:

                                                    March 31,       December 31,
                                                      2002             2001
                                                   -----------      -----------

     Finished goods                                $ 5,836,500      $ 5,633,000
     Raw materials                                     529,200          683,600
                                                   -----------      -----------
     Total Inventories                               6,365,700        6,316,600

     Less: Provision for obsolete inventory           (320,500)        (350,000)
                                                   -----------      -----------
     Net Inventories                               $ 6,045,200      $ 5,966,600
                                                   ===========      ===========


3.   Commitments and Contingencies:

     Litigation and Settlements
     --------------------------

     In October 2000 the Company was notified by counsel for GFA Brands, Inc.
     that nutritional claims pertaining to Spectrum Naturals Organic Margarine
     were infringing upon two patents issued in the United States that pertain
     to particular fat compositions suitable for human ingestion. The patent
     holder exclusively licensed each of these patents to GFA Brands. Management
     believes that the margarine does not infringe upon either patent, and
     further, that the patents are unenforceable. Management engaged legal
     counsel that specialize in this area and received an opinion letter in
     February 2001 confirming that, in the opinion of counsel, the manufacture
     or sale of Spectrum Naturals Organic Margarine does not infringe upon the
     GFA patents, either literally or under the doctrine of equivalents.

                                       5

<PAGE>


     The Company filed a complaint against GFA Brands for declaratory judgment
     of non-infringement and invalidity of the two patents on August 28, 2001 in
     the U.S. District Court for Northern California. The Complaint requests a
     declaratory judgment that the margarine does not infringe either patent, a
     declaratory judgment that both patents are invalid, that GFA Brands be
     enjoined from threatening or asserting any action for infringement of
     either patent, and attorney's fees.

     Management believes the Company has meritorious defenses and that a loss is
     not probable on the patent infringement complaint at this time.
     Accordingly, no provision for loss has been recorded at March 31, 2002.

     Liquidity
     ---------

     The Company maintains a credit facility (the "Credit Agreement") with its
     primary lender, Wells Fargo Business Credit ("WFBC"), consisting of term
     debt and a $9,000,000 revolving line of credit that is secured by
     substantially all asset of the Company and bears interest at prime plus 2%
     to 2.25% per annum. As a result of financial targets achieved by the
     Company for the year ended December 31, 2001 the interest rates under the
     Credit Agreement were reduced to prime plus 1% to 1.25% effective April 1,
     2002. Advances under the revolving line of credit are limited to a
     borrowing base consisting of certain accounts receivable and inventory.

     At March 31, 2002 the Company had $1,041,500 in available borrowing under
     its line of credit versus $463,200 at March 31, 2001. The Company remains
     highly leveraged but, as disclosed in Note 4 to the financial statements,
     the Company recently completed the sale of certain assets to an
     unaffiliated third party which has significantly strengthened the Company
     from a liquidity and working capital standpoint. Moreover, Management
     believes that future cash flows from operations should provide adequate
     funds to meet the Company's estimated cash requirements for the foreseeable
     future. Furthermore, the majority shareholder, who holds approximately 69%
     of the outstanding common stock of the Company, has represented that he has
     the intent and ability to support the operations of the Company with
     additional funding for the next fiscal year, if necessary.

4.   Subsequent Event:

     On April 25, 2002 the Company entered into an Asset Purchase Agreement with
     Acirca, Inc. pursuant to which the Company sold certain product lines from
     the Company's Aptos-based industrial ingredients business. The product
     lines sold included the Organic Ingredients business in fruits, vegetables,
     concentrates and purees as well as certain private label product lines sold
     to key retailers. The Spectrum Ingredients product lines consisting of
     culinary oils, vinegar and nutritional supplements were not part of the
     sale.

     The total consideration received by the Company was $3,020,100 in cash,
     which included $1,270,100 for estimated saleable inventory sold to Acirca,
     subject to post-closing adjustments. Also included in the total
     consideration received was $250,000 which was deposited into an escrow
     account to be applied towards indemnity claims of Acirca or, to the extent
     not utilized for any indemnity claims of Acirca, released to the Company in
     two equal installments on August 30, 2002 and December 31, 2002.

                                       6

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
-------------------------------------------------------------------------------

The following discussion should be read in conjunction with the financial
statements and related notes and other information included in this report. The
financial results reported herein are not necessarily indicative of the
financial results that may be achieved by the Company in any future period.

Investors should carefully consider the following information as well as other
information contained in this report. Information included in this report
contains "forward-looking statements" which can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "should" or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy. No assurance can be given that the
future results covered by the forward-looking statements will be achieved. The
following matters constitute cautionary statements identifying important factors
with respect to such forward-looking statements, including certain risks and
uncertainties that could cause actual results to vary materially from the future
results covered in such forward-looking statements. Other factors could also
cause actual results to vary materially from the future results covered in such
forward-looking statements.

The Company's operating results could vary from period to period as a result of
a number of factors. These factors include, but are not limited to, the
purchasing patterns of significant customers, the timing of new product
introductions by the Company and its competitors, the amount of slotting fees,
new product development and advertising expenses incurred by the Company,
variations in sales by distribution channel, fluctuations in market prices of
raw materials, competitive pricing policies and situations that the Company
cannot foresee. These factors could cause the Company's performance to differ
from investor expectations, resulting in volatility in the price of the common
stock.

Introduction:

The Company was formed on October 6, 1999 by the four-way reverse merger of
Spectrum Naturals, Inc. ("SNI"), its affiliate Spectrum Commodities, Inc.
("SCI"), Organic Ingredients, Inc. ("OI"), with and into Organic Food Products,
Inc. ("OFPI"). OFPI was the registrant prior to the merger, but since a
controlling interest in the Company is held by former SNI stockholders, the
merger was accounted for as a reverse acquisition, with SNI as accounting
acquirer and OI and OFPI as accounting acquirees.

On June 11, 2001 the Company sold the OFPI tomato-based product lines to Acirca,
Inc., an unrelated third party. Accordingly, results for the three months ended
March 31, 2001 include the operating results associated with the disposed
product lines.

                                       7

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--------------------------------------------------------------------------------
Results of Operations for the Three Month Periods Ending March 31, 2002 and
March 31, 2001
--------------------------------------------------------------------------------

Summary of Results:

Management believes that Earnings Before Interest, Taxes, Depreciation and
Amortization ("EBITDA") is an important measure of the Company's operating
performance. For the three months ended March 31, 2002 EBITDA was $617,000
compared to $420,200 for the prior year, an increase of $196,800 or 47%. The
improved performance in 2002 is discussed below and was primarily attributable
to increased sales and gross profit, partially offset by increased marketing and
general and administrative expenses.

Revenues:

SPOP's net sales for the three months ended March 31, 2002 were $11,283,600
compared to $10,073,100 for 2001, an increase of $1,210,500 or 12%. The increase
in 2002 was primarily due to higher sales of industrial organic ingredients and
consumer branded products, partially offset by lost sales associated with the
tomato-based product lines which were sold in June 2001. Comparable net sales
(after the elimination of disposed or discontinued product lines from both
periods) increased by 24%. Within the consumer branded culinary products, sales
were significantly higher than prior year in packaged oil (+10%) and packaged
mayonnaise (+25%). Branded nutritional supplement sales increased 30% versus the
prior year, as a result of strong demand and continued publicity regarding the
importance of essential fatty acids to overall health.

During the three months ended March 31, 2002 and 2001 net sales by product line
were as follows:

                                                    2002          2001      % Change
                                                -----------   -----------   --------
<S>                                             <C>           <C>               <C>
Consumer Brands - Culinary Products             $ 3,863,400   $ 3,442,200      +12%
Consumer Brands - Nutritional Supplements         2,523,800     1,944,500      +30%
Industrial Ingredients/Private Label Products     4,881,200     3,700,000      +32%
Disposed/Discontinued Products                       15,200       986,400      -98%
                                                -----------   -----------   --------
  Total Net Sales                               $11,283,600   $10,073,100      +12%
                                                ===========   ===========   ========


Cost of Goods Sold:

The Company's cost of goods sold increased slightly as a percent of net sales
for the three-month period ended March 31, 2002 to 73.9% compared to 73.8% for
the same period in 2001. The increase was due primarily to an unfavorable sales
mix which featured a higher concentration of industrial ingredients sales which
are the Company's lowest margin products, which offset lower costs in the
Company's flax oil product lines.

Gross Profit:

Gross profit for 2002 was $2,949,100 versus $2,641,000 for 2001, an increase of
$308,100 or 12% as a result of higher net sales in 2002. Gross profit as a
percentage of net sales was 26.1% for 2002 versus 26.2% for 2001, because margin
improvements in nutritional supplements were offset by the unfavorable sales
mix.

                                       8
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<PAGE>


Sales and Marketing Expenses:

The Company's sales and marketing expenses for 2002 were $1,614,700 or 14.3% of
net sales, versus $1,525,500 or 15.1% of net sales for 2001. The increase in
spending of $89,200 in 2002 was primarily attributable to higher advertising
expenses and increased broker commissions.

General and Administrative Expenses:

The Company's general and administrative expenses for 2002 were $822,500 or 7.3%
of net sales, versus $795,000 or 7.9% of net sales for 2001. There were no
significant variances in spending versus the prior year levels.

Amortization of Goodwill:

In accordance with SFAS 142, the Company ceased the amortization of goodwill
effective January 1, 2002. Amortization expense for the prior year was $225,400
based on an estimated useful life of twelve years.

Interest Expense:

The Company's interest expense for 2002 was $167,300 versus $281,200 for 2001.
The reduction of $113,900 or 41% was primarily attributable to significant
reductions in the prime rate throughout CY 2001 and lower borrowing levels under
the Company's line of credit as a result of the June 2001 sale of the
tomato-based product lines.

Income Taxes:

No provision for income taxes was recorded for the quarter ended March 31, 2002
as the Company has federal and state net operating loss carryovers sufficient to
offset any state or federal income taxes that would be due on the first
quarter's reported net income. Due to continued uncertainty regarding the
Company's realization of deferred tax assets, the Company maintained a 100%
reserve at March 31, 2002 against the Company's net deferred tax assets.

Net Income (Loss):

The Company reported net income of $331,300 versus a net loss of $167,800 for
the three-month periods ended March 31, 2002 and March 31, 2001, respectively.
The improvement in 2002 was primarily due to higher sales and gross profit,
lower interest expense and the elimination of goodwill amortization expense as a
result of the implementation of SFAS 142, effective January 1, 2002.

Seasonality:

Historically, the Company has experienced little seasonal fluctuation in
revenues. With regards to product purchasing, the Company will seasonally
contract for certain raw materials for the entire year at harvest time or at
planting time. These purchases take place annually from early spring to
mid-summer and are effected to reduce the risk of price swings due to demand
fluctuations. These annual purchases can create overages and shortages in
inventory.

                                       9

<PAGE>


Liquidity and Capital Resources:

The Company maintains a credit facility (the "Credit Agreement") with its
primary lender, Wells Fargo Business Credit ("WFBC"), consisting of term debt
and a $9,000,000 revolving line of credit that is secured by substantially all
assets of the Company and bears interest at prime plus 2% to 2.25% per annum. As
a result of financial targets achieved by the Company for the year ended
December 31, 2001 the interest rates under the Credit Agreement were reduced to
prime plus 1% to 1.25% effective April 1, 2002. Advances under the revolving
line of credit are limited to a borrowing base consisting of certain accounts
receivable and inventory.

The Company could not operate its business without the Credit Agreement with
WFBC or one similar to it. At March 31, 2002 the Company satisfied all financial
covenants under the Credit Agreement and was also in compliance with all other
requirements of the Credit Agreement. The Credit Agreement calls for continued
satisfaction of various financial covenants for 2002 and beyond. Should the
Company fail to meet future financial covenants (a "technical default"), WFBC
would have certain rights, including the right to call all amounts due
immediately. Management believes it is unlikely that the Company will fail to
meet future financial covenants under the Credit Agreement, and that it would be
even more unlikely for WFBC to exercise its right to terminate the Credit
Agreement and call all amounts due in the event of a technical default by the
Company.

The Company's bank overdraft as of March 31, 2002 was $1,095,400 compared to
$546,400 at December 31, 2001. During 2002 the Company used $212,800 in cash
from operating activities, compared to using $999,000 in cash in 2001. The
decrease in cash used was primarily due to improved operating results in 2002
and reduced inventory levels, partially offset by higher levels of accounts
receivable. Cash used in investing activities was $97,700 in 2002 compared to
$78,400 in 2001. There was no material change between years. Cash provided by
financing activities was $310,500 in 2002 compared to $1,077,500 in 2001. The
decrease in funds provided from financing during 2002 primarily reflected lower
net proceeds from the revolving credit line as a result of the sale of the
tomato-based product lines, and the proceeds during 2001 from notes payable and
the sale of restricted shares to a board member.

At March 31, 2002 the Company still had negative working capital of $908,600
however, that reflected an improvement of $3,042,800 from March 31, 2001 and an
improvement of $121,100 from December 31, 2001. As described in Note 4 to the
financial statements, the Company recently entered into an Asset Purchase
Agreement with an unrelated third party pursuant to which the Company sold
certain product lines, which has substantially improved the Company's liquidity
and capital resources. The assets sold included inventories and goodwill
associated with the Organic Ingredients business in fruits, vegetables,
concentrates, purees and certain private label products sold to key retailers.
Trade accounts receivable associated with the disposed product lines were not
sold. The disposed product lines represented approximately 20% of the Company's
net sales for the year ended December 31, 2001 and approximately 12% of its
gross profit. The impact of the disposition on EBITDA going forward is expected
to be immaterial. Further details on the disposition can be found in the
Company's Current Report on Form 8-K filed with the SEC on May 9, 2002.

Management believes that future cash flows from operations should provide
adequate funds to meet the Company's estimated cash requirements for the
foreseeable future. The Company competes primarily in the organic and all

                                       10

<PAGE>


natural foods industry and in the nutritional supplements category. While an
economic downturn could decrease demand for the Company's products, which in
turn could impact the Company's ability to meet its obligations to its
creditors, Management believes that to be unlikely. Recent history has shown the
two primary categories the Company competes in to be recession-resistant. Both
categories feature double-digit growth year-on-year, and Management believes the
Company's product offerings compete favorably with regards to taste and overall
quality. Furthermore, the majority shareholder has indicated that he has the
intent and ability to support the operations of the Company with additional
funding for the next fiscal year, if needed.

The Company does not utilize off-balance sheet financing arrangements. There
were no transactions with special purpose entities that give the Company access
to assets or additional financing or carry debt that is secured by the Company.
There were no significant transactions with related parties during the three
months ended March 31, 2002.

The Company's future results of operations and the other forward-looking
statements contained in this report, in particular any statements concerning
plant efficiencies, capital spending, research and development, competition,
marketing, manufacturing operations and other information provided herein
involve a number of risks and uncertainties. In addition to the factors
discussed above, other factors that could cause actual results to differ
materially are general business conditions and the general economy, competitors'
pricing and marketing efforts, availability of third-party materials at
reasonable prices, risk of nonpayment of accounts receivable, risk of inventory
obsolescence due to shifts in market demand, timing of product introductions,
and litigation involving product liability and consumer issues.

New Applicable Accounting Pronouncements:

In May 2000 the EITF reached a consensus on Issue 00-14, "Accounting for Certain
Sales Incentives." This issue addresses the recognition, measurement, and income
statement classification for sales incentives offered voluntarily by a vendor
without charge to customers that can be used in, or are exercisable by a
customer as a result of a single exchange transaction.

In April 2001 the EITF reached a consensus on Issue 00-25, "Vendor Income
Statement Characterization of Consideration to a Purchaser of the Vendor's
Products or Services." This Issue addresses the recognition, measurement and
income statement classification of consideration, other than that directly
addressed by Issue 00-14, from a vendor to a retailer or wholesaler. Issue 00-25
will be effective for the Company's 2002 fiscal year. Both Issue 00-14 and 00-25
have been codified under Issue 01-09, "Accounting for Consideration Given by a
Vendor to a Customer or a Reseller of the Vendor's Products". The Company has
implemented the guidance provided by Issue 01-09 effective January 1, 2002.
There was no material impact on the Company's financial position or results of
operations except that slotting fees are now accounted for as a reduction to net
sales, and the prior year results have been restated to a comparable basis.
Slotting fees for the three months ended March 31, 2002 and 2001 were $146,400
and $138,900, respectively.

In June 2001 the Financial Accounting Standards Board finalized Statements No.
141, "Business Combinations" ("SFAS 141"), and No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 141 requires the use of the purchase
method of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 141

                                       11

<PAGE>


also requires that the Company recognize acquired intangible assets apart from
goodwill if the acquired intangible assets meet certain criteria. SFAS 141
applies to all business combinations initiated after June 30, 2001 and for
purchase business combinations completed on or after July 1, 2001. It also
requires, upon adoption of SFAS 142, that the Company reclassify the carrying
amounts of certain intangible assets and goodwill based on the criteria in SFAS
141.  The Company's financial position and results of operations have not
been effected by the adoption of SFAS 141.

SFAS 142 requires, among other things, that companies no longer amortize
goodwill but instead test goodwill for impairment at least annually. In
addition, SFAS 142 requires that the Company identify reporting units for the
purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidance in SFAS 142. The Company has implemented SFAS 142
and ceased the amortization of goodwill to expense effective January 1, 2002.
Also as required by SFAS 142 the Company has reassessed the useful lives of its
intangible assets other than goodwill during the first quarter of 2002. The
Company has deemed the useful lives of its other intangible assets, which are
trademarks, label development costs and a covenant not-to-compete, as
appropriate.

In August 2001 Statement of Financial Accounting Standard No. 144, "Accounting
for the Impairment or Disposal of Long-lived Assets" ("SFAS 144") was issued.
SFAS 144 supersedes Statement of Financial Accounting Standard No. 121,
"Accounting for the Impairment of Long-lived Assets to be Disposed of" ("SFAS
121") and the accounting and reporting provisions of APB Opinion No. 30,
"Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." SFAS 144 also amends Accounting Research Bulletin No.
51, "Consolidated Financial Statements", to eliminate the exception to
consolidation for a subsidiary for which control is likely to be temporary. SFAS
144 retains the fundamental provisions of SFAS 121 for recognizing and measuring
impairment losses on long-lived assets held for use and long-lived assets to be
disposed of by sale, while resolving significant implementation issues
associated with SFAS 121. Among other things, SFAS 144 provides guidance on how
long-lived assets used as part of a group should be evaluated for impairment,
establishes criteria for when long-lived assets are held for sale, and
prescribes the accounting for long-lived assets that will be disposed of other
than by sale. SFAS 144 is effective for fiscal years beginning after December
15, 2001. The Company's financial position and results of operations have not
been effected by the adoption of SFAS 144.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------------------------------------------------------------------

The Company does not hold market risk sensitive trading instruments, nor does it
use financial instruments for trading purposes. All sales, operating items and
balance sheet data are denominated in U.S. dollars, therefore, the Company has
no foreign currency exchange rate risk.

                                       12

<PAGE>
<TABLE>
<CAPTION>


Certain Company debt items are sensitive to changes in interest rates. The
following table summarizes principal cash flows and related weighted average
interest rates by expected maturity date for long-term debt excluding capital
leases ($ thousands):



                                                                   Expected Maturity Date
                                     Outstanding                  (Years Ended December 31)
                                     March 31, 2002     2002       2003       2004       2005       2006       2007+
                                     --------------     ----       ----       ----       ----       ----       -----
Long Term Debt:
<S>                                    <C>             <C>        <C>        <C>         <C>        <C>        <C>
Fixed Rate                             $1,593.3        $436.5     $586.6     $259.6      $40.7       --        $269.9
  Avg. Int. Rate                           10.7%         11.0%      11.3%      11.3%      10.0%      --           8.6%
Variable Rate                            $583.7        $154.8     $206.4     $185.8      $36.7       --           --
  Avg. Int. Rate                            7.0%          6.5%       6.9%       7.8%       8.8%      --           --

Throughout the course of its fiscal year, the Company utilizes a variable
interest rate line of credit at various borrowing levels. For the three months
ended March 31, 2002 the average outstanding balance under the line of credit
was approximately $5,431,000 with a weighted average interest rate of 6.9% per
annum. The line of credit agreement calls for the interest rate to float at the
prime rate plus 200 basis points. Effective April 1, 2002 the interest rate was
reduced to float at the prime rate plus 100 basis points as a result of
financial targets achieved by the Company for the year ended December 31, 2001.

In the ordinary course of its business the Company enters into commitments to
purchase raw materials over a period of time, generally six months to one year,
at contracted prices. At March 31, 2002 these future commitments were not at
prices in excess of current market, nor in quantities in excess of normal
requirements. The Company does not utilize derivative contracts either to hedge
existing risks or for speculative purposes.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------

In October 2000 the Company was notified by counsel for GFA Brands, Inc. that
nutritional claims pertaining to Spectrum Naturals Organic Margarine were
infringing upon two patents issued in the United States that pertain to
particular fat compositions suitable for human ingestion. The patent holder
exclusively licensed each of these patents to GFA Brands. Management believes
that the margarine does not infringe upon either patent, and further, that the
patents are unenforceable. Management engaged legal counsel that specialize in
this area and received an opinion letter in February 2001 confirming that, in
the opinion of counsel, the manufacture or sale of Spectrum Naturals Organic
Margarine does not infringe upon the GFA patents, either literally or under the
doctrine of equivalents.

The Company filed a complaint against GFA Brands for declaratory judgment of
non-infringement and invalidity of the two patents on August 28, 2001 in the
U.S. District Court for Northern California. The Complaint requests a
declaratory judgment that the margarine does not infringe either patent, a
declaratory judgment that both patents are invalid, that GFA Brands be enjoined
from threatening or asserting any action for infringement of either patent, and
attorney's fees.

Management believes the Company has meritorious defenses and that a loss is not
probable on the patent infringement complaint at this time. Accordingly, no
provision for loss has been recorded at March 31, 2002.

                                       13
</TABLE>

<PAGE>



Item 2.  Changes in Securities and Use of Proceeds
--------------------------------------------------

During the three months ended March 31, 2002 the Company did not issue any
shares of its common stock.

The Company has not in the past nor does it intend to pay cash dividends on its
common stock in the future. The Company intends to retain earnings, if any, for
use in the operation and expansion of its business.


Item 3.  Defaults Upon Senior Securities
----------------------------------------
None.


Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
None.


Item 5.  Other Information
--------------------------
None.


Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------
None.


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Date: May 10, 2002                           SPECTRUM ORGANIC PRODUCTS, INC.

                                             By:  /s/  Robert B. Fowles
                                             -----------------------------------
                                                       Robert B. Fowles
                                                       Duly Authorized Officer &
                                                       Chief Financial Officer

                                       14