<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2003

                                       OR

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

From the transition period from _________________  to___________________


Commission File Number 001-14015

                             U.S. HOME & GARDEN INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                            77-0262908
--------------------------------------------------------------------------------
(State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                         Identification Number)


655 Montgomery Street
San Francisco, California                               94111
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip Code)

                                 (415) 616-8111
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

Indicate by check whether the registrant:  (1) has filed all reports required to
be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

Indicate by check whether the registrant is an accelerated  filer (as defined in
Rule 12b-2 of the Exchange Act).

                                 Yes [ ] No [X]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date.

As of  November  3, 2003 there were  17,951,090  shares of the  issuer's  common
stock, par value $.001 per share, outstanding.



                                       18
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                <C>
Part I. - Financial Information

Item 1. - Consolidated Financial Statements

Consolidated balance sheets as of September 30, 2003 (Unaudited)
and June 30, 2003                                                                     1-2

Consolidated  statements  of operations  for the three months ended
September 30, 2003 and 2002 (Unaudited)                                                 3

Consolidated statements of cash flows for the three months
ended September 30, 2003 and 2002 (Unaudited)                                         4-5

Notes to consolidated financial statements                                            6-8

Item 2. - Management's  Discussion and Analysis of Financial Condition
          and Results of Operations                                                  9-15

Item 3. - Quantitative and Qualitative Disclosures About Market Risk                15-16

Item 4. - Controls and Procedures                                                      16

Part II. - Other Information

Item 6. - Exhibits and Reports on Form 8-K                                             17

Signatures                                                                             17
</TABLE>



<PAGE>

                                        U.S. Home & Garden Inc. and Subsidiaries

                                                     Consolidated Balance Sheets
================================================================================


<TABLE>
<CAPTION>
                                                              September 30, 2003    June 30, 2003
                                                              ------------------    -------------
                                                                  (Unaudited)
Assets

Current
<S>                                                               <C>                 <C>
    Cash and cash equivalents                                     $ 1,402,000         $   822,000
    Accounts receivable, less allowance for doubtful
        accounts of $630,000                                       14,777,000          24,467,000
    Inventories                                                     8,417,000           9,138,000
    Prepaid expenses and other current assets                         779,000             721,000
    Refundable income taxes                                            96,000             137,000
    Deferred tax asset                                                385,000             385,000
    Current assets of discontinued operations                          61,000              62,000
-------------------------------------------------------------------------------------------------

Total Current Assets                                               25,917,000          35,732,000

Property and Equipment, net                                         3,783,000           4,018,000

Intangible Assets
    Goodwill, net                                                  49,878,000          49,878,000
    Deferred financing costs, net of accumulated
        amortization of $969,000 and $807,000                       4,040,000           3,975,000
    Non-compete agreements, net of accumulated
        amortization of $855,000 and $766,000                         655,000             744,000
    Package tooling costs, net of accumulated
        amortization of $1,956,000 and $2,418,000                   1,091,000           1,204,000
    Product rights, patents and trademarks, net of
        accumulated amortization of $213,000 and $205,000             459,000             467,000

Officer Receivable                                                    487,000             512,000

Other Assets                                                           29,000              29,000
-------------------------------------------------------------------------------------------------

Total Assets                                                      $86,339,000         $96,559,000
-------------------------------------------------------------------------------------------------
</TABLE>

         See accompanying notes to consolidated financial statements.



                                       1
<PAGE>

                                        U.S. Home & Garden Inc. and Subsidiaries

                                                     Consolidated Balance Sheets
================================================================================


<TABLE>
<CAPTION>
                                                                  September 30, 2003       June 30, 2003
                                                                  ------------------       -------------
                                                                      (Unaudited)
Liabilities and Stockholders' Equity
Current
<S>                                                                   <C>                   <C>
    Revolving credit facility                                         $ 10,880,000          $ 15,085,000
    Accounts payable                                                     8,043,000             8,954,000
    Accrued rebates                                                        934,000             1,433,000
    Accrued commissions                                                    615,000             1,074,000
    Accrued co-op advertising                                              433,000               774,000
    Accrued expenses                                                     1,413,000             1,786,000
    Current portion of long-term debt                                   12,121,000            12,142,000
    Current liabilities of discontinued operations                          15,000                16,000
--------------------------------------------------------------------------------------------------------

Total Current Liabilities                                               34,454,000            41,264,000

Deferred Tax Liability                                                     239,000               239,000
Company Obligated Mandatorily Redeemable
    Preferred Securities of Subsidiary Trust Holding
    Solely Junior Subordinated Debentures                               57,148,000            57,092,000
--------------------------------------------------------------------------------------------------------
Total Liabilities                                                       91,841,000            98,595,000
--------------------------------------------------------------------------------------------------------

Stockholders' Deficit
    Preferred stock, 1,000,000 shares authorized and unissued                   --                    --
    Common stock, $0.001 par value - shares authorized,
        75,000,000; 21,642,000 and 21,641,000 shares issued                 22,000                22,000
    Additional paid-in capital                                          52,500,000            52,470,000
    Retained deficit                                                   (45,196,000)          (41,700,000)
--------------------------------------------------------------------------------------------------------
                                                                         7,326,000            10,792,000

Less: Treasury Stock, 3,890,000 shares at cost                         (12,828,000)          (12,828,000)
--------------------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                             (5,502,000)           (2,036,000)
--------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                           $ 86,339,000          $ 96,559,000
--------------------------------------------------------------------------------------------------------
</TABLE>

         See accompanying notes to consolidated financial statements.


                                       2
<PAGE>

                                        U.S. Home & Garden Inc. and Subsidiaries

                                           Consolidated Statements of Operations
================================================================================


<TABLE>
<CAPTION>
                                                             Three Months Ended September 30,
                                                                 2003                 2002
                                                                        Unaudited
                                                            ----------------------------------
<S>                                                         <C>                   <C>
Net sales                                                   $ 14,517,000          $ 13,151,000
Cost of Sales                                                  8,784,000             8,186,000
----------------------------------------------------------------------------------------------
Gross Profit                                                   5,733,000             4,965,000
----------------------------------------------------------------------------------------------
Operating Expenses
    Selling and shipping                                       4,637,000             4,156,000
    General and administrative                                 1,817,000             2,232,000
    Depreciation                                                  68,000               180,000
    Other amortization                                           291,000               247,000
----------------------------------------------------------------------------------------------
Total Operating Expenses                                       6,813,000             6,815,000
----------------------------------------------------------------------------------------------
Loss from Operations                                          (1,080,000)           (1,850,000)
Other Expense
    Refinancing and transaction costs                           (159,000)             (194,000)
    Interest expense, net                                     (2,188,000)           (1,834,000)
----------------------------------------------------------------------------------------------
Loss from Continuing Operations Before Income Taxes           (3,427,000)           (3,878,000)
Income Tax Benefit                                                 5,000                    --
----------------------------------------------------------------------------------------------
Loss from Continuing Operations                               (3,422,000)           (3,878,000)
Discontinued Operations -
    Loss from discontinued operations                            (74,000)             (978,000)
----------------------------------------------------------------------------------------------
Net Loss                                                    $ (3,496,000)         $ (4,856,000)
----------------------------------------------------------------------------------------------
Per Share Amounts:
 Weighted Average Common Shares Outstanding-
     Basic and Diluted                                        17,951,000            17,752,000
 Loss from Continuing Operations per Common Share-
      Basic and Diluted                                            ($.19)                ($.22)
 Discontinued operations                                              --                  (.05)
----------------------------------------------------------------------------------------------
 Net Loss                                                          ($.19)                ($.27)
----------------------------------------------------------------------------------------------
</TABLE>

          See accompanying notes to consolidated financial statements.




                                       3
<PAGE>

                                        U.S. Home & Garden Inc. and Subsidiaries

                                           Consolidated Statements of Cash Flows
================================================================================


<TABLE>
<CAPTION>
Three months ended September 30,                                                  2003                    2002
-----------------------------------------------------------------------------------------------------------------
                                                                                          Unaudited
                                                                                ---------------------------------
<S>                                                                             <C>                   <C>
Cash Flows from Operating Activities:
    Net loss from continuing operations                                         $(3,422,000)          $(3,878,000)
    Adjustments to reconcile net loss from continuing
        operations to net cash provided by operating activities:
        Depreciation and amortization                                               702,000               847,000
        Trust Preferred payments retained and applied
           against note receivable                                                   56,000                    --
        Compensation related to stock options                                        30,000                30,000
        Changes in operating assets and liabilities:
           Accounts receivable                                                    9,690,000            15,579,000
           Inventories                                                              721,000              (701,000)
           Prepaid expenses and other current assets                                (17,000)             (284,000)
           Accounts payable and accrued expenses                                 (2,583,000)           (2,493,000)
           Other assets                                                              25,000                 2,000
-----------------------------------------------------------------------------------------------------------------

Net Cash Provided By Operating Activities                                         5,202,000             9,102,000
-----------------------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities:
    Payments related to purchase of business                                             --               (17,000)
    Purchase of property and equipment                                              (57,000)             (340,000)

    Purchase of intangibles                                                         (38,000)              (82,000)
-----------------------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities                                               (95,000)             (439,000)
-----------------------------------------------------------------------------------------------------------------
</TABLE>



                                       4
<PAGE>

                                        U.S. Home & Garden Inc. and Subsidiaries

                                           Consolidated Statements of Cash Flows
================================================================================


<TABLE>
<CAPTION>
Three months ended September 30,                            2003                2002
---------------------------------------------------------------------------------------
                                                                   Unaudited
                                                       --------------------------------
Cash Flows from Financing Activities:
<S>                                                    <C>                  <C>
    Deferred finance costs                             $  (227,000)         $  (241,000)
    Net payments on lines-of-credit                     (4,205,000)          (7,433,000)
    Payments on long-term debt                             (21,000)            (100,000)
---------------------------------------------------------------------------------------
Net Cash Used In Financing Activities                   (4,453,000)          (7,774,000)
---------------------------------------------------------------------------------------

Net increase in cash and cash equivalents from
    continuing operations                                  654,000              889,000
Cash used in discontinued operations                       (74,000)            (431,000)
---------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                  580,000              458,000
Cash and Cash Equivalents, beginning of period             822,000              219,000
---------------------------------------------------------------------------------------

Cash and Cash Equivalents, end of period               $ 1,402,000          $   677,000
---------------------------------------------------------------------------------------

Supplemental Disclosure of Cash Flow
Information
    Cash paid for interest                             $ 2,165,000          $ 1,751,000
    Cash received for taxes                            $    36,000          $        --
---------------------------------------------------------------------------------------
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                                        U.S. Home & Garden Inc. and Subsidiaries

                                     Notes to Consolidated Financials Statements
================================================================================

1.       The  accompanying  consolidated  financial  statements at September 30,
         2003 and for the three  months  ended  September  30, 2003 and 2002 are
         unaudited,  but, in the opinion of management,  include all adjustments
         necessary for a fair  presentation of consolidated  financial  position
         and results of operations  for the periods  presented.  The results for
         the  three  months  ended   September  30,  2003  are  not  necessarily
         indicative of the results of operations for a full year.

2.       Refer to the audited  consolidated  financial  statements  for the year
         ended June 30, 2003,  for details of  accounting  policies and detailed
         notes to the consolidated financial statements.

3.       Inventories consist of:

                                   September 30, 2003           June 30, 2003
         ---------------------------------------------------------------------

         Raw materials                    $ 4,105,000           $   4,834,000
         Finished goods                     4,312,000               4,304,000
         ---------------------------------------------------------------------

                                          $ 8,417,000           $   9,138,000
         ---------------------------------------------------------------------

4.       All  shipping  and  handling  expenses  are included in the selling and
         shipping  caption and totaled  approximately  $1,690,000 and $1,372,000
         for the three months ended September 30, 2003 and 2002 respectively.

5.       The Company  entered into a senior credit  facility dated as of October
         30,  2002 for the Company and its  material  subsidiaries.  Wells Fargo
         Foothill,  which is the administrative agent for the facility,  is also
         the revolving credit lender, and Ableco Finance LLC is providing a term
         loan. The total amount of the credit facility is $35 million,  of which
         $23 million is a revolving  credit  facility  and $12 million is a term
         loan. The credit  facility  matures  October 30, 2005.  Interest on the
         revolving credit facility is at variable annual interest rates based on
         the prime rate or LIBOR plus applicable marginal rates. Interest on the
         term loan is at variable  annual interest rates based on the prime rate
         with a  minimum  rate  of  11.75%.  The  balance  of the  term  loan at
         September 30, 2003 including payment in kind interest, was $12,121,000.
         The interest  rate on the term loan  increases 2% each year the balance
         is  outstanding.  Borrowings  on the  revolving  credit  facility  were
         $10,880,000  at  September  30, 2003 and are limited  based on eligible
         borrowing bases, effectively $15,659,000 at September 30, 2003.

         The  Company  and its  material  subsidiaries  are  subject  to certain
         financial and other covenants under its credit facility.  At the end of
         January 2003, the Company's financial performance created a "Triggering
         Event" which  increased  the interest rate on the term loan in February
         through September by 2.5% points,  to 14.75%.  During the quarter ended
         September 30, 2003, the Company was in violation of a covenant.  Due to
         the covenant  violation,  the interest  rates on both the term loan and
         the revolver  increased by 3% points, to 8.25% per year on the revolver
         and 17.25% per year on the term loan.  The lender  could have  required
         the  Company to pay all  principal  and  accrued  interest at any time.
         Consequently,  the Company has reclassified all of the revolving credit
         facility and term debt as  short-term  obligations.  At  September  30,
         2003, the Company was no longer in a "Triggering  Event",  reducing the
         interest rate on the term loan to 14.75% effective October 1, 2003.



                                       6
<PAGE>

                                        U.S. Home & Garden Inc. and Subsidiaries

                                     Notes to Consolidated Financials Statements
================================================================================

         The completion of the asset sale as described in Note 6 resulted in the
         repayment of the term loan and assumption by the buyer of the Company's
         obligations under the revolving credit facility.

6.       In December 2002, the Company  entered into an agreement to sell assets
         comprising substantially all of its assets on a consolidated basis to a
         management  group led by Richard  Grandy,  the former  Chief  Operating
         Officer of the Company.  The sale of assets was completed at the end of
         October 2003.

         Under the terms of the  Asset  Purchase  Agreement,  as  amended,  Easy
         Gardener  Products  Ltd.,  a new entity owned by the  management  group
         acquired  substantially all of the assets and assumed substantially all
         of  the  liabilities  of  the  Company's  operating  subsidiaries  Easy
         Gardener, Inc. and its subsidiaries,  Easy Gardener, UK, Ltd, Weatherly
         Consumer Products Group, Inc. and Weatherly Consumer Products, Inc. and
         Ampro  Industries,  Inc. The new company  assumed the revolving  credit
         facility  and paid off the term debt.  The new company also assumed the
         obligations  of US Home & Garden,  Inc. to U.S.  Home & Garden  Trust I
         (the "Trust"), including the obligation to make monthly payments, which
         allows  the  Trust  to  make  distributions  to  holders  of its  Trust
         Preferred Securities.

         After  subtracting  costs of the transaction,  the Company received net
         proceeds  of  $11,494,000   upon  the  following  terms:  net  cash  of
         $9,894,000 paid at closing, and an additional $1,600,000 in the form of
         a subordinated promissory note delivered at closing.

7.       In June 2002,  the  Company  announced  that is was  discontinuing  the
         operations  conducted  through its subsidiary  Weed Wizard  Acquisition
         Corp. ("Weed Wizard") effective September 30, 2002.

         Revenues for Weed Wizard for the three months ended  September 30, 2003
         and 2002 were not material.  The Company had a net loss from operations
         of Weed  Wizard of $74,000  and  $978,000  for the three  months  ended
         September  30,  2003 and 2002,  respectively.  There  were no assets or
         liabilities  of  discontinued  Weed Wizard  operations  reported in the
         consolidated balance sheets.

         In June 2001,  the  Company  announced  that it was  discontinuing  its
         e-commerce  initative,  which it was conducting  though its subsidiary,
         Egarden,  Inc.  (Egarden),  effective  June 30,  2001.  The  assets and
         liabilities  of  discontinued   Egarden  operations   reported  in  the
         consolidated balance sheets consist of the following:

                 ---------------------------------------------------------------
                                              September 30, 2003   June 30, 2003
                 ---------------------------------------------------------------

                 Current Assets:
                 Cash and cash equivalents      $     61,000        $   62,000
                 Current Liabilities:
                 Accrued expenses               $     15,000        $   16,000

         Pursuant to Statement of Financial Accounting Standards (SFAS) No. 144,
         Accounting  for the  Impairment or Disposal of Long-Lived  Assets,  the
         Company's   consolidated  financial  statements  and  notes  have  been
         restated  for  all  periods   presented  to  reflect  the  discontinued
         components.   The  current  assets  and  current   liabilities  of  the
         discontinued  components  have been  separately  stated on the  balance
         sheet.  The net  losses  and net  cash  flows  have  been  reported  as
         "Discontinued  Operations" in the accompanying  consolidated  financial
         statements.  The notes have been restated to exclude amounts related to
         these discontinued components.



                                       7
<PAGE>



                                        U.S. Home & Garden Inc. and Subsidiaries

                                     Notes to Consolidated Financials Statements
================================================================================

8.       Intangible  assets other than goodwill total  $6,245,000 and $6,390,000
         (net of  accumulated  amortization  of $3,993,000  and  $4,196,000)  at
         September 30, 2003 and June 30, 2003, respectively.  The Company has no
         intangible  assets with indefinite  useful lives other than goodwill at
         September 30, 2003.

         The Company's  previous business  combinations were accounted for using
         the purchase method. As a result of such combinations,  the Company has
         recognized a significant  amount of goodwill,  which, in the aggregate,
         was $49,878,000, net of accumulated amortization, at September 30, 2003
         and June 30, 2003.

         Amortization  expense for all intangible assets during the three months
         ended   September   30,  2003  and  2002  was  $442,000  and  $351,000,
         respectively. Estimated amortization expense for continuing operations,
         all of which was assumed by the buyer,  for each of the five succeeding
         fiscal years is as follows:


          Year Ended June 30,                                   Amount
          -------------------------------------------------------------------

          2004                                           $       1,600,000
          2005                                           $         877,000
          2006                                           $         667,000
          2007                                           $         667,000
          2008                                           $         667,000



                                       8
<PAGE>

    Item 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    The  Private  Securities  Litigation  Reform  Act of 1995  provides  a "safe
    harbor" for forward-looking statements. Certain information included in this
    Report  contains  statements  that are  forward-looking,  such as statements
    relating to plans for the Company's future activities.  Such forward-looking
    information  involves  important  known and unknown risks and  uncertainties
    that could significantly affect actual results,  performance or achievements
    in  the  future  and,  accordingly,  such  actual  results,  performance  or
    achievements  may materially  differ from those  expressed or implied in any
    forward-looking statements made by or on behalf of the Company.

    These  risks  and  uncertainties  include,  but are not  limited  to,  those
    relating to the Company's historical operations,  including growth strategy,
    customer  concentration,  outstanding  indebtedness,  dependence  on weather
    conditions,  seasonality,  expansion and other  activities  of  competitors,
    ability to  successfully  integrate  acquired  companies and product  lines,
    changes in federal or state  environmental  laws and the  administration  of
    such laws,  protection  of  trademarks  and other  proprietary  rights,  the
    ability  to  maintain  adequate  financing  arrangements  necessary  to fund
    operations  and the general  condition  of the economy and its effect on the
    securities  markets and other risks detailed in the Company's  other filings
    with the Securities and Exchange Commission.  Due to the consummation of the
    asset sale in late October 2003, the risks and uncertainties described above
    are not applicable to the Company's ongoing business  operations  insofar as
    any such factors apply to the Company's historical lawn and garden business,
    which the Company has divested.  Moreover, the Company is now subject to the
    risks of a company with limited  operations  that are seeking to  supplement
    its  remaining   business   operations.   The  words  "believe,"   "expect,"
    "anticipate,"   "intend"  and  "plan"  and  similar   expressions   identify
    forward-looking  statements.  Readers  are  cautioned  not  to  place  undue
    reliance  on these  forward-looking  statements,  which speak only as of the
    date the statement was made.

    Recent Developments

    On October 29, 2003 the Company consummated the sale of substantially all of
    the operations and assets of the Company's primary  operating  subsidiaries,
    Easy  Gardener,  Inc.  ("Easy  Gardener")  and its  subsidiaries  and  Ampro
    Industries,  Inc. ("Ampro") to Easy Gardener Products,  Ltd. ("Easy Gardener
    Products"),  an entity formed by current and former members of management of
    those  subsidiaries.  At the time of the  sale  these  operations  comprised
    approximately  99%  of  the  Company's  consolidated  sales  and  98% of its
    consolidated assets. The assets acquired by Easy Gardener Products consisted
    of:

         o        substantially  all of the assets of Easy  Gardener  and Ampro,
                  including:

                  o        all of their business operations and assets,

                  o        the capital stock and  operations of Easy  Gardener's
                           wholly-owned subsidiaries,  Easy Gardener UK Ltd. and
                           Weatherly Consumer Products Group, Inc., and

                  o        indirectly,  the  capital  stock  and  operations  of
                           Weatherly  Consumer  Products,  Inc., a  wholly-owned
                           subsidiary of Weatherly Consumer Products Group, Inc;
                           and

         o        from  the  Company,  all  of  the  common  securities  of  its
                  subsidiary,  U.S. Home & Garden Trust I (the "Trust"), as well
                  as certain trust preferred securities previously issued by the
                  Trust and owned by the Company at the time of the sale.

    In addition, Easy Gardener Products assumed substantially all of the selling
    subsidiaries'  liabilities as well as the Company's  obligations relating to
    the Trust.  These liabilities  comprised  approximately 99% of the Company's
    consolidated liabilities at the time of the sale.

    Easy  Gardener   Products  paid  the  Company  a  total  purchase  price  of
    $11,950,000, less certain expenses related to the transaction for the assets
    it  acquired   resulting  in  the  Company's  receipt  of  net  proceeds  of
    approximately  $11,494,000.  Of this amount,  $9,894,000 was paid in cash at
    the closing and $1,600,000 was paid in the form of a subordinated promissory
    note.  The note matures in 2009 subject to certain  prepayments  from excess
    cash flow.  Interest on the principal  amount  outstanding from time to time



                                       9
<PAGE>

    will  accrue  at the  rate  of 9% per  annum  and  will  be  capitalized  by
    increasing the principal amount of the note. The note is subordinated to the
    indebtedness of Easy Gardener  Products under its senior credit facility and
    under its note issued to Central Garden & Pet Company in connection with the
    transaction.  It is senior to the debentures  underlying the trust preferred
    securities issued by the Trust.

    In addition, Easy Gardener Products:

         o        paid  the  Company's  obligations  under  the  Company's  then
                  existing  term loan and  assumed  all  borrowings  outstanding
                  under the revolving  credit facility as of the closing and the
                  Company was discharged from any future  obligations  under the
                  facility;

         o        assumed  the  Company's  obligations  under the  Trust-related
                  documents  and the  Company  was  discharged  from any further
                  obligations under the Trust-related documents;

         o        assumed  the  Company's  obligations  to sell trust  preferred
                  securities under an option  previously  granted by the Company
                  in November 2001 to the Company's prior subordinated  lenders;
                  and

         o        assumed   substantially   all   of   the   Company's   selling
                  subsidiaries' operational (non-debt) liabilities;

    The Company  retained the capital stock and assets of the  Company's  Golden
    West Agri-Products, Inc. subsidiary, which accounted for less than 1% of the
    Company's  consolidated  net sales for each of the last three fiscal  years.
    The Company intends to explore certain business  opportunities to supplement
    or replace the operations of Golden West.

    The asset sale resulted in the elimination of the Company's  historical lawn
    and garden operations with a corresponding  elimination in substantially all
    of the Company's operating revenue and related expenses.  The Company's only
    operations currently consist of those of Golden West.  Therefore,  except as
    otherwise  specifically  set forth below,  the results of  operations of the
    historical  business  set forth  below and  elsewhere  in this report do not
    reflect the effects on the  Company's  operations  which  resulted  from the
    consummation of the asset sale.

    The taxable  gain  generated as a result of the asset sale  described  above
    will be offset by the utilization of net operating loss carry forwards.

    General

    Prior to the  consummation of the asset sale described  above,  the Company,
    manufactured  and  marketed a broad range of  brand-name  consumer  lawn and
    garden products through its wholly owned subsidiaries, Ampro, Easy Gardener,
    and Golden West and Easy  Gardener's  wholly owned  subsidiaries,  Weatherly
    Consumer  Products  Group,  Inc. and Weed Wizard.  In June 2002, the Company
    announced  the  discontinuation  of the  Weed  Wizard  operations  effective
    September 30, 2002. Since 1992, the Company  consummated eleven acquisitions
    of  complementary  lawn  and  garden  companies  and  product  lines  for an
    aggregate  consideration  of  approximately  $111,000,000 in cash, notes and
    equity securities. As a result of such acquisitions,  the Company recognized
    a significant amount of goodwill, which, in the aggregate, was approximately
    $49,878,000, net of accumulated amortization, at September 30, 2003 and June
    30, 2003.


                                       10
<PAGE>


Historical Results of Operations

    The following table sets forth, for the periods indicated,  certain selected
    financial data as a percentage of net sales:


<TABLE>
<CAPTION>
                                                                             September 30,
                                                                         2003              2002
                                                                  ------------------------------------
<S>                                                                         <C>             <C>
       Net sales                                                            100.0%          100.0%
       Cost of sales                                                         60.5            62.2
                                                                  ------------------------------------
       Gross profit                                                          39.5            37.8
       Selling and shipping expenses                                         31.9            31.6
       General and administrative expenses                                   12.5            17.0
       Depreciation and amortization                                          2.5             3.3
                                                                  ------------------------------------
       Loss from operations                                                  (7.4)          (14.1)
       Refinancing and transaction costs                                     (1.1)           (1.5)
       Interest expense, net                                                (15.1)          (13.9)
                                                                  ------------------------------------
       Loss from continuing operations                                      (23.6)          (29.5)
       Loss from discontinued operations                                     (0.5)           (7.4)
                                                                  ------------------------------------
       Net loss                                                             (24.1%)         (36.9%)
                                                                  ------------------------------------
</TABLE>




                                       11
<PAGE>




Three Months Ended  September 30, 2003 Compared to Three Months Ended  September
30, 2002

        Net sales.  Net sales increased by $1,366,000,  or 10.4%, to $14,517,000
        during the three  months ended  September  30,  2003,  from  $13,151,000
        during the comparable  period in 2002. The increase in net sales was the
        result of an increase in the volume of products sold.

        Cost  of  sales.  Cost  of  sales  increased  by  $598,000,  or  7.3% to
        $8,784,000 for the three months ended September 30, 2003 from $8,186,000
        during the  comparable  period in 2002. The increase was a result of the
        increase in the volume of products  sold.  Cost of sales as a percentage
        of net sales  decreased to 60.5% during the three months ended September
        30,  2003  from  62.2%  during  the  comparable  period  in 2002  due to
        increased sales of higher margin products.

        Gross  profit.  Gross  profit  increased  by  $768,000,   or  15.5%,  to
        $5,733,000 for the three months ended September 30, 2003 from $4,965,000
        during the  comparable  period in 2002.  Gross profit as a percentage of
        net sales increased to 39.5% during the three months ended September 30,
        2003, from 37.8% during the comparable  period in 2002. This increase in
        gross profit  dollars and as a percentage  of net sales results from the
        increased  sales  volume  and  decreased  cost of sales and sales mix as
        noted above.

        Selling and shipping  expenses.  Selling and shipping expenses increased
        by  $481,000,  or 11.6% to  $4,637,000  during  the three  months  ended
        September 30, 2003 from $4,156,000 during the comparable period in 2002.
        As a percentage of net sales, selling and shipping expenses increased to
        31.9% during the three months ended September 30, 2003 from 31.6% during
        the comparable  period in 2002. This increase in expense and increase as
        a percent of net sales was  attributable  to the  increase  in volume of
        products sold and a slight increase in outbound freight costs.

        General and administrative expenses. General and administrative expenses
        decreased by $415,000 or 18.6%,  to  $1,817,000  during the three months
        ended September 30, 2003 from $2,232,000 during the comparable period in
        2002.  This  decrease is primarily  related to a reduction in bonuses of
        $162,000 and other  expense  reductions.  As a percentage  of net sales,
        general and administrative  expenses decreased to 12.5% during the three
        months ended September 30, 2003 from 17.0% during the comparable  period
        in 2002.

        Depreciation and  amortization.  Depreciation and amortization  expenses
        decreased by $68,000 or 15.9% to $359,000  during the three months ended
        September 30, 2003 from $427,000  during the comparable  period in 2002.
        This  decrease is primarily due to reduced  depreciation  as many assets
        have become fully depreciated,  offset in part by increased amortization
        of deferred financing costs. As a percentage of net sales,  depreciation
        and  amortization  expenses  decreased  to 2.5% during the three  months
        ended September 30, 2003 from 3.3% during the comparable period in 2002.

        Loss  from  continuing  operations.   Loss  from  continuing  operations
        decreased  by $770,000 or 41.6% to  $1,080,000  during the three  months
        ended September 30, 2003, from $1,850,000  during the comparable  period
        in 2002. The decrease in loss from  continuing  operations was primarily
        due to increased revenue and gross margin as well as reduced expenses as
        noted  above.  As a  percentage  of  net  sales,  loss  from  operations
        decreased  to 7.4% for the three months  ended  September  30, 2003 from
        14.1% during the comparable period in 2002.

        Refinancing  and transaction  costs.  The Company  incurred  $159,000 in
        transaction costs during the quarter ended September 30, 2003 related to
        costs  incurred  for the asset sale.  In the  comparable  quarter in the
        prior year, the Company incurred $194,000 in refinancing and transaction
        costs.

        Interest expense.  Net interest expense increased $354,000,  or 19.3% to
        $2,188,000  during the three  months  ended  September  30,  2003,  from
        $1,834,000 during the comparable period in 2002. The increase


                                       12
<PAGE>

        in interest expense is primarily  related to an increase in the interest
        rate under both the revolving  credit facility and the term loan as well
        as increased borrowing levels.

        Income  taxes.  An income tax benefit of $5,000 was recorded  during the
        three  months  ended  September  30,  2003.  No income tax  benefit  was
        recorded for the three months ended September 30, 2002.

        Discontinued  Operations.  Loss from discontinued  operations  decreased
        from  $978,000,  or 92.4% to  $74,000  during  the  three  months  ended
        September 30, 2003,  from the  comparable  period in 2002.  The $904,000
        decrease in loss from discontinued  operations is primarily due to legal
        costs associated with settling the Consumer  Products Safety  Commission
        and A.A.B.B.,  Inc. litigation,  and a write-down of assets in the prior
        comparable period.

        Net loss.  Net loss  decreased by $1,360,000  to  $3,496,000  during the
        three  months  ended  September  30, 2003 from a net loss of  $4,856,000
        during  the  comparable  period  in  2002.  Net loss  per  common  share
        decreased to $0.19 per share for the three months  ended  September  30,
        2003 from net loss of $0.27 per share  during the  comparable  period in
        2002.  The  decrease  in net loss and net loss per  common  share is due
        primarily to the increased sales and gross margin and decreased expenses
        as noted above.

        Seasonality

        The  Company's  historical  sales were seasonal due to the nature of the
        lawn and garden  business,  in parallel with the annual growing  season.
        The  Company's  sales and  shipping  were most  active  from late  March
        through May when home lawn and garden customers are purchasing  supplies
        for spring planting and retail stores are increasing  their inventory of
        lawn and garden products. The buying pattern of retailers, including the
        Company's  retail  customers,  is changing  and stores are  replenishing
        their  inventory  when sales are made by them rather  than buying  large
        quantities  of  inventory  in  advance  of  the  selling  season.  Sales
        typically decline in mid-summer.

        Sales of the Company's  agricultural  products,  which were not material
        during the three months ended  September  30, 2003,  are also  seasonal.
        Most shipments  occur during the  agricultural  cultivation  period from
        March through October.

        Liquidity and Capital Resources

        Since  inception,  the Company has  financed  its  operations  primarily
        through cash  generated by  operations,  net proceeds from the Company's
        private  placements and public sales of securities  and borrowings  from
        lending institutions.

        At September 30, 2003, the Company had consolidated  cash and short-term
        investments  totaling  $1,402,000,  and a  working  capital  deficit  of
        $8,537,000.  At June 30,  2003,  the Company had  consolidated  cash and
        short-term  investments totaling $822,000, and a working capital deficit
        of  $5,532,000.  The increase in working  capital  deficit was primarily
        attributable to the net loss for the quarter.

        Net cash  provided by  operating  activities  for the three months ended
        September 30, 2003 of $5.2 million consisted  primarily of a decrease in
        accounts  receivable  of $9.7 million and decreases in  inventories  and
        prepaid  expenses of $0.7 million.  This was partially offset by the net
        loss from continuing  operations of $3.4 million,  adjusted for non-cash
        expenses of $0.8  million,  a decrease  in accounts  payable and accrued
        expenses of $2.6 million. These changes are consistent with the seasonal
        nature of the Company's business.

        Net  cash  used in  investing  activities  for the  three  months  ended
        September  30,  2003 of $0.1  million  is due to  capital  purchases  of
        equipment and intangible assets.

        Net  cash  used in  financing  activities  for the  three  months  ended
        September  30, 2003 of $4.5 million is primarily due to payments made on
        the   revolving   credit   facility  with  cash  provided  by  operating
        activities.



                                       13
<PAGE>

       The Company entered into a senior credit facility dated as of October 30,
       2002 for the Company and its material subsidiaries. Wells Fargo Foothill,
       which is the administrative agent for the facility, is also the revolving
       credit lender, and Ableco Finance LLC is providing a term loan. The total
       amount of the credit  facility is $35 million,  of which $23 million is a
       revolving  credit  facility  and $12  million is a term loan.  The credit
       facility  matures  October 30,  2005.  Interest on the  revolving  credit
       facility is at variable  annual interest rates based on the prime rate or
       LIBOR plus  applicable  marginal  rates.  Interest on the term loan is at
       variable  annual  interest  rates  based on the prime rate with a minimum
       rate of  11.75%.  The  balance  of the term loan at  September  30,  2003
       including payment in kind interest, was $12,121,000. The interest rate on
       the  term  loan  increases  2% each  year  the  balance  is  outstanding.
       Borrowings on the revolving credit facility were $10,880,000 at September
       30, 2003 and are limited based on eligible  borrowing bases,  effectively
       $15,659,000 at September 30, 2003.

       The  Company  and its  material  subsidiaries  were  subject  to  certain
       financial and other  covenants under the credit  facility.  At the end of
       January 2003, the Company's  financial  performance created a "Triggering
       Event" which  increased  the  interest  rate on the term loan in February
       through  September by 2.5% points,  to 14.75%.  During the quarter  ended
       September  30, 2003,  the Company was in violation of a covenant.  Due to
       the covenant violation,  the interest rates on both the term loan and the
       revolver  increased  by 3% points,  to 8.25% per year on the revolver and
       17.25% per year on the term loan. As a result of the covenant violations,
       the lender  could have  required  the  Company to pay all  principal  and
       accrued interest at any time. Consequently,  the Company has reclassified
       all  of the  revolving  credit  facility  and  term  debt  as  short-term
       obligations.  At  September  30,  2003,  the  Company  was no longer in a
       "Triggering Event", reducing the interest rate on the term loan to 14.75%
       effective October 1, 2003.

       The  completion  of the asset sale as described in Note 6 resulted in the
       repayment of the term loan and  assumption  by the buyer of the revolving
       credit facility.

       Commitments

       The Company leases office and warehouse  space,  certain office equipment
       and automobiles  under operating leases expiring through 2006. The future
       minimum annual lease payments under these non-cancelable operating leases
       and the amounts assumed by Easy Gardener  Products in connection with the
       asset sale and the amount for which the Company  remains  responsible are
       as follows:


<TABLE>
<CAPTION>
                                                    Assumed by              Not assumed
                     Year Ended June 30,             the buyer              by the buyer          Amount
              -------------------------------------------------------------------------------------------------
<S>                                        <C>                     <C>                      <C>
                     2004                  $           658,000     $             161,000    $         819,000
                     2005                              531,000                    64,000              595,000
                     2006                              185,000                    29,000              214,000
              ------------------------------------------------------------------------------------------------
                                           $         1,374,000     $             254,000    $       1,628,000
              -------------------------------------------------------------------------------------------------
</TABLE>

       Critical Accounting Policies

       The  preparation  of  financial  statements  requires  the  adoption  and
       implementation  of  accounting  policies and the use of  assumptions  and
       estimates   in  their   presentation.   The   accounting   policies   and
       uncertainties,  judgments  and estimates  make it likely that  materially
       different  amounts  would be  reported  under  different  conditions  and
       different assumptions.

       Included below is a discussion of the more critical  accounting  policies
       that are affected by the significant  judgments and estimates used in the
       preparation of the financial statements included in this report, how


                                       14
<PAGE>

       such policies are applied,  and how results  differing from the estimates
       and  assumptions  would  affect the amounts  presented  in the  financial
       statements.  Other accounting  policies also have a significant effect on
       the financial statements, and some of these policies also require the use
       of estimates  and  assumptions  as discussed in the Summary of Accounting
       Policies in the Company's  Consolidated  Financial Statements at June 30,
       2003 included in its Form 10-K for the year ended June 30, 2003.

        Allowance for Doubtful  Accounts  Receivable.  The Company  maintains an
        allowance  for  doubtful  accounts  receivable,   which  represents  the
        potential  estimated losses resulting from the inability of customers to
        make  required  payments for amounts  owed.  The  allowance is estimated
        based on  historical  experience  of  write-offs,  the level of past due
        amounts and information  known about specific  customers with respect to
        their  ability  to make  payments  at the  balance  sheet  date.  If the
        financial condition of the Company's customers were to change, resulting
        in an  impairment  or  improvement  in their  ability to make  payments,
        additional allowances may be required or allowances may be reduced.

        Inventories.  The  Company  records  inventory  reserves  for  estimated
        obsolescence  of inventory  equal to the difference  between the cost of
        inventory  owned and the estimated  market value.  Market value is based
        upon the age of specific  inventory on hand and assumptions about future
        demand and market  conditions.  If actual market conditions for the sale
        of  the  inventory  are  less  favorable   than  those   anticipated  by
        management, additional reserves may be required.

        Goodwill.  The Company has consummated eleven acquisitions accounted for
        using the purchase  method.  The excess of cost over net assets acquired
        which  relates  to the  Company's  acquisitions  has  been  recorded  as
        goodwill.  Goodwill is tested for  impairment  by comparing the carrying
        value of the assets of the Company's individual reporting units to their
        fair value. The fair value of the assets could vary  significantly  over
        time and different  assumptions  and estimates  will result in different
        valuations.

        Deferred Income Taxes.  The Company records  deferred income taxes based
        on enacted income tax rates in effect on the dates temporary differences
        between the financial  reporting and tax bases of assets and liabilities
        reverse.  To the extent that available  evidence about the future raises
        doubt  about the  realization  of a  deferred  tax  asset,  a  valuation
        allowance is established. The Company has recorded a valuation allowance
        due to the uncertainty of the Company's  ability to generate  sufficient
        future taxable  income to realize the gross deferred tax assets.  If the
        Company  is  able to  generate  future  taxable  income,  the  valuation
        allowance may be adjusted.

        New Accounting Pronouncements

        In January 2003, the FASB issued Interpretation No. 46, Consolidation of
        Variable Interest Entities. This Interpretation  addresses consolidation
        by   business   enterprises   of   variable   interest   entities.   The
        Interpretation  will apply to the Company  for the  periods  ended after
        December 15, 2003.  The Company  does not expect the  Interpretation  to
        have an effect on the financial statements.

        Inflation

        Inflation has  historically  not had a material  effect on the Company's
        operations.


        Item 3. Quantitative and Qualitative Disclosures About Market Risk

        As a result of its variable rate revolving  credit line, the Company was
        exposed  to the risk of  rising  interest  rates.  The  following  table
        provides  information  on  the  Company's  fixed  maturity  debt  as  of
        September 30, 2003 that was sensitive to changes in interest rates.



                                       15
<PAGE>


       The Revolving Credit Facility had an interest rate of 8.25%
       for the three month period ended September 30, 2003         $10.9 million

       The Term Loan had an interest rate of 17.25%
       for the three month period ended September 30, 2003         $12.1 million

       As noted  above,  in  connection  with the asset sale the  Company has no
       further obligations under the Credit Facility or term loan.

       Item 4.  Controls and Procedures

       As of the end of the period  covered by this report,  an  evaluation  was
       carried  out  under the  supervision  and with the  participation  of the
       Company's  management,  including the Chief Executive Officer ("CEO") and
       Chief Financial  Officer ("CFO"),  of the  effectiveness of the Company's
       disclosure controls and procedures. Based on that evaluation, the CEO and
       CFO have concluded that the Company's  disclosure controls and procedures
       are effective at the reasonable  assurance  level to timely alert them of
       information  required to be  disclosed  by the Company in reports that it
       files or submit under the  Securities  Exchange  Act of 1934.  During the
       quarter  ended  September 30, 2003 there were no changes in the Company's
       internal controls over financial reporting that have materially affected,
       or are reasonably  likely to materially  affect,  the Company's  internal
       controls over financial reporting.


                                       16
<PAGE>


PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

(a)     Exhibits

        31.1  Certification  of Chief Executive  Officer  pursuant to Securities
        Exchange  Act Rules  13a-14 and 15d-14  implementing  Section 302 of the
        Sarbanes-Oxley act of 2002.

        31.2  Certification  of Chief Financial  Officer  pursuant to Securities
        Exchange  Act Rules  13a-14 and 15d-14  implementing  Section 302 of the
        Sarbanes-Oxley Act of 2002.

        32.1  Certification  of the Chief Executive  Officer pursuant to section
        906 of the Sarbanes-Oxley Act of 2002

        32.2  Certification  of the Chief Financial  Officer pursuant to section
        906 of the Sarbanes-Oxley Act of 2002

(b) A report on Form 8-K for the event dated July 31, 2003 was filed  during the
quarter  ended  September  30, 2003 pursuant to Item 5 of that form to report an
amendment to the Asset Purchase Agreement between the registrant, certain of its
material operating  subsidiaries and Easy Gardener Products Ltd. In addition,  a
Form 8-K for the event dated June 26, 2003 was furnished under Item 9 in lieu of
Item 12 to report the issuence of a press release  relating to an adjournment of
a special meeting of trust preferred securityholders of U.S. Home & Garden Trust
I.




                                   SIGNATURES

Pursuant  to the  requirement  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.

November 14, 2003

                                     U.S. Home & Garden Inc.
                                     (Registrant)




                                     By: /s/ Robert Kassel
                                         ----------------------------------
                                         President, Chief Executive Officer

                                     By: /s/ Richard Kurz
                                         ----------------------------------
                                         Chief Financial Officer



                                       17