UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q
(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended    November 30, 2002
                                -----------------------
                                       OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 AND 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________to ________

                         Commission File Number 0-16130
                                               ------------
                           NORTHLAND CRANBERRIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Wisconsin                                        39-1583759
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or organization)

                             2930 Industrial Street
                                  P.O. Box 8020
                     Wisconsin Rapids, Wisconsin 54495-8020
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)
Registrant's telephone number, including area code (715) 424-4444

--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

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

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

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes____No____

     APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date:

Class A Common Stock      January 14, 2003                  91,548,580

                                       1
<PAGE>


                           NORTHLAND CRANBERRIES, INC.
                                 FORM 10-Q INDEX



PART I.  FINANCIAL INFORMATION                                             PAGE


     Item 1.   Financial Statements.......................................  3

               Condensed Consolidated Balance Sheets......................  3

               Condensed Consolidated Statements of Operations............  4

               Condensed Consolidated Statements of Cash Flows............  5

               Condensed Consolidated Statement of Shareholders' Equity...  6

               Notes to Condensed Consolidated Financial Statements......  7-14

     Item 2.   Management's Discussion and Analysis of Financial
                        Condition and Results of Operations.............. 15-19

     Item 3.   Quantitative and Qualitative Disclosure About
                        Market Risk.......................................  19

     Item 4.   Controls and Procedures....................................  20

PART II. OTHER INFORMATION

     Item 1.   Legal Proceedings..........................................  20

     Item 2.   Changes in Securities and Use of Proceeds..................  20

     Item 3.   Defaults Upon Senior Securities............................  21

     Item 4.   Submission of Matters to a Vote of Security Holders........  21

     Item 6.   Exhibits and Reports on Form 8-K...........................  21

               SIGNATURE..................................................  21

               Certifications...........................................   22-23

               Exhibit Index..............................................  24

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
                           NORTHLAND CRANBERRIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                           November 30,        August 31,
                                                               2002               2002
                                                           ------------        -----------
                                     ASSETS
<S>                                                          <C>                <C>
Current assets:
   Cash and cash equivalents                                 $  1,227           $     264
   Accounts receivable - net                                    6,796               7,498
   Current portion of note receivable and
     accounts receivable - other                               10,110              10,190
   Inventories                                                 25,595              18,273
   Prepaid expenses and other current assets                      698                 606
   Assets held for sale                                         2,540               3,100
                                                             --------           ---------
      Total current assets                                     46,966              39,931
Note receivable, less current portion                          17,250              18,500
Property and equipment - net                                   63,003              63,836
Other assets                                                      872                 825
Debt issuance cost - net                                        3,421               3,793
                                                             --------           ---------

      Total assets                                           $131,512           $ 126,885
                                                             ========           =========
                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Revolving line of credit facility                         $  3,739           $     560
   Accounts payable                                            14,216               7,905
   Accrued liabilities                                          8,273               9,028
   Current maturities of long-term debt                        14,007              15,568
                                                             --------           ---------
      Total current liabilities                                40,235              33,061
Long-term debt, less current maturities                        50,971              54,532
                                                             --------           ---------
      Total liabilities                                        91,206              87,593
                                                             --------           ---------
Shareholders' equity:
   Common stock - Class A, $.01 par value,
       91,548,580 and 91,548,580 shares
       issued and outstanding, respectively                       915                 915
   Redeemable preferred stock - Series B,
       $.01 par value, 100 and 100 shares
       issued and outstanding, respectively                         0                   0
   Additional paid-in capital                                 154,902             154,902
   Accumulated deficit                                       (115,511)           (116,525)
                                                             --------           ---------
      Total shareholders' equity                               40,306              39,292
                                                             --------           ---------
   Total liabilities and shareholders' equity                $131,512           $ 126,885
                                                             ========           =========

            See notes to condensed consolidated financial statements.
</TABLE>

                                       3
<PAGE>

                           NORTHLAND CRANBERRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
                                   (Unaudited)
                                                        Three months ended
                                                November 30,       November 30,
                                                    2002               2001

Net revenues                                      $ 21,739           $  30,316

Cost of sales                                      (15,165)            (20,733)
                                                  ---------          ----------
Gross profit                                         6,574               9,583

Selling, general and administrative expenses        (6,594)             (5,921)
Other income (Note 4)                                1,500                   0
                                                  --------           ---------

Income from operations                               1,480               3,662

Interest expense                                    (1,040)             (3,090)
Interest income                                        574                 650
Gain on forgiveness of indebtedness                      0              83,299
                                                  --------           ---------

Income before income taxes                           1,014              84,521

Income tax expense                                       0             (32,800)
                                                  --------           ---------

Net income                                         $ 1,014           $  51,721
                                                  ========           =========
Net income per common share:
  Basic:                                           $  0.01           $    3.06
  Diluted:                                         $  0.01           $    1.70

Shares used in computing net income per share:
     Basic                                    91,548,580           16,884,777
     Diluted                                 101,126,227           30,492,464
            See notes to condensed consolidated financial statements.

                                       4
<PAGE>

                           NORTHLAND CRANBERRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                         Three months ended
                                                                                  November 30,        November 30,
                                                                                      2002                2001
                                                                                  ------------        ------------
<S>                                                                                <C>                  <C>
Operating activities:
   Net income                                                                      $  1,014             $ 51,721
   Adjustments to reconcile net income to net cash
     provided by operating activities:
         Depreciation and amortization of property and equipment                        893                1,028
         Amortization of debt issuance costs and debt discount                          438                  156
         Gain on forgiveness of indebtedness (net of income taxes                         0              (50,499)
           of $32,800)
         Changes in assets and liabilities:
            Receivables, prepaid expenses and other current assets                      873                 (837)
            Inventories                                                              (7,322)               1,344
            Accounts payable and accrued liabilities                                  5,455                2,396
                                                                                   --------             --------
         Net cash provided by operating activities                                    1,351                5,309
                                                                                   --------             --------

Investing activities:
   Collections on note receivable                                                     1,000                  500
   Property and equipment purchases                                                    (196)                 (6)
   Proceeds from disposals of assets held for sale and of
      property and equipment                                                            715                   79
                                                                                   --------             --------
         Net cash provided by investing activities                                    1,519                  573
                                                                                   --------             --------

Financing activities:
   Net increase in borrowings under revolving line of credit
        facility                                                                      3,179                8,327
   Proceeds from issuance of long-term debt                                               0               20,000
   Payments on long-term debt and other obligations                                  (5,086)              (1,231)
   Net payment in settlement of revolving credit facility                                 0              (38,388)
   Payments for debt issuance costs                                                       0               (1,259)
   Proceeds from issuance of preferred stock                                              0                2,942
   Proceeds from issuance of common stock                                                 0                2,618
                                                                                   --------             --------

         Net cash used in financing activities                                       (1,907)              (6,991)
                                                                                   --------             --------

Net increase (decrease) in cash and cash equivalents                                    963               (1,109)
Cash and cash equivalents, beginning of period                                          264                1,487
                                                                                   --------             --------

Cash and cash equivalents, end of period                                           $  1,227             $    378
                                                                                   ========             ========
            See notes to condensed consolidated financial statements.
</TABLE>

                                       5
<PAGE>

                           NORTHLAND CRANBERRIES, INC.
            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                      THREE MONTHS ENDED NOVEMBER 30, 2002
                             (DOLLARS IN THOUSANDS)
                                   (Unaudited)



                                 Common    Additional                 Total
                                 Stock -    Paid-in   Accumulated  Shareholders'
                                 Class A    Capital     Deficit       Equity

BALANCE, AUGUST 31, 2002         $ 915     $154,902    $(116,525)     $39,292

    Net income                       -            -        1,014        1,014
                                 -----     --------    ---------      -------

BALANCE, NOVEMBER 30, 2002       $ 915     $154,902    $ (115,511)    $40,306
                                 =====     ========    ===========    =======

            See notes to condensed consolidated financial statements.

                                       6
<PAGE>

                           NORTHLAND CRANBERRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   BASIS OF PRESENTATION

     The accompanying condensed consolidated financial statements have been
     prepared by Northland Cranberries, Inc. (collectively with its
     subsidiaries, the "Company") pursuant to the rules and regulations of the
     Securities and Exchange Commission and reflect normal and recurring
     adjustments, which are, in the opinion of the Company, considered necessary
     to present fairly the financial position of the Company as of November 30,
     2002 and August 31, 2002 and its related results of operations and cash
     flows for the three months ended November 30, 2002 and 2001. As permitted
     by these regulations, these condensed consolidated financial statements do
     not include all information required by accounting principles generally
     accepted in the United States of America to be included in an annual set of
     financial statements, however, the Company believes that the disclosures
     are adequate to make the information presented not misleading. The
     Company's condensed consolidated balance sheet as of August 31, 2002 was
     derived from the Company's latest audited consolidated financial
     statements. It is suggested that the accompanying condensed consolidated
     financial statements be read in conjunction with the latest audited
     consolidated financial statements and the notes thereto included in the
     Company's latest Annual Report on Form 10-K.

     Business Risks - Prices paid to growers for raw cranberries are effectively
     determined by Ocean Spray, the industry leader, which controls the bulk of
     the cranberry supply in North America. The Company currently operates in a
     marketplace that has experienced aggressive selling activities as the
     industry responds to the excess cranberry supply levels.

     On November 6, 2001, as described in Note 2, the Company completed a debt
     and equity restructuring. Management believes, as a result of the
     restructuring, the Company's debt facilities and expected cash flows from
     operations will be sufficient to support the Company's liquidity
     requirements for the remainder of the year ending August 31, 2003, and the
     forseeable future.

     Net Income Per Common Share - Net income per common share is calculated in
     accordance with Statement of Financial Accounting Standard ("SFAS") No.
     128, "Earnings Per Share." Basic net income per common share is computed by
     dividing net income by the weighted average number of common shares
     outstanding. Diluted net income per common share is computed by dividing
     net income by the weighted average number of common shares outstanding
     increased by the number of dilutive potential common shares based on the
     treasury stock method.

     The weighted average shares outstanding used in calculating net income per
     common share for the three months ended November 30, 2002 and 2001
     consisted of the following:

                                       7
<PAGE>

                                      November 30, 2002        November 30, 2002
Basic:
   Shares outstanding at beginning
     of period                               91,548,580                5,084,606
   Issuance of fractional shares
     due to reverse stock split                                              167
   Issuance of new shares                                             11,800,004
                                      -----------------        -----------------
Total                                        91,548,580               16,884,777

Effect of dilution:
   Convertible preferred stock                        -               11,003,637
   Warrants                                   5,032,525                1,335,266
   Options                                    4,545,122                1,268,784
                                      -----------------        -----------------
     Diluted                                101,126,227               30,492,464
                                      -----------------        -----------------


     The shares outstanding used to compute the diluted earnings per share for
     November 30, 2002 exclude outstanding options to purchase 645,525 shares of
     Class A Common Stock. The options were excluded because their weighted
     average exercise prices were greater than the average market price of the
     common shares and their inclusion would have been antidilutive.

     New Accounting Standards - Effective in the first quarter of fiscal 2003
     the Company adopted the following Statements of Financial Accounting
     Standards ("SFAS"): (i) SFAS No. 143, "Accounting For Asset Retirement
     Obligations," (ii) SFAS No. 144, "Accounting for the Impairment or Disposal
     of Long-Lived Assets," and (iii) SFAS No. 145, "Rescission of Financial
     Accounting Standards Board ("FASB") Statements No. 4, 44 and 64, Amendment
     of FASB Statement No. 13 and Technical Corrections."

     SFAS No. 143 addresses financial accounting and reporting for obligations
     associated with the retirement of tangible long-lived assets and the
     associated asset retirement costs. It applies to legal obligations
     associated with the retirement of long-lived assets that result from the
     acquisition, construction, development and (or) the normal operation of a
     long-lived asset, except for certain obligations of lessees. SFAS No. 143
     requires entities to record the fair value of a liability for an asset
     retirement obligation in the period the asset was acquired. When the
     liability is initially recorded, the entity capitalizes a cost by
     increasing the carrying amount of the related long-lived asset. Over time,
     the liability is accreted to its present value each period and the
     capitalized cost is depreciated over the estimated useful life of the
     related asset. Upon settlement of the liability, an entity either settles
     the obligation for its recorded amount or incurs a gain or loss upon
     settlement. The adoption of SFAS No. 143 did not have a material impact on
     the consolidated financial statements.

     SFAS No. 144 was issued in October 2001 and supersedes SFAS No. 121,
     "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to Be Disposed Of," and the accounting and reporting provisions of
     Accounting Principles Board 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
     Transaction." SFAS No. 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 No. 144 requires that one accounting model be used for long-lived
     assets to be disposed of by sale, whether previously held and used or newly
     acquired. SFAS No. 144 also broadens the presentation of discontinued
     operations to include more disposal transactions. The adoption of SFAS No.
     144 did not have a material impact on the consolidated financial
     statements.

                                       8
<PAGE>

     SFAS No. 145 requires that gains and losses from the early extinguishment
     of debt are now classified as an extraordinary item only if they meet the
     "unusual and infrequent" criteria contained in Accounting Principles Board
     Opinion ("APBO") No. 30. In addition, upon adoption of SFAS No. 145, all
     gains and losses from early extinguishment of debt that had previously been
     classified as an extraordinary item are to be reassessed to determine if
     they would have met the "unusual and infrequent" criteria of APBO No. 30;
     any such gain or loss that would not have met the APBO No. 30 criteria are
     retroactively reclassified and reported as a component of income before
     extraordinary item. The Company, in adopting this standard, has now
     classified the gain on debt forgiveness in fiscal 2002 as a component of
     income before income taxes.

     On November 25, 2002, the FASB issued Interpretation No. 45, "Guarantor's
     Accounting and Disclosure Requirements for Guarantees, Including Indirect
     Guarantees of Indebtedness of Others," which elaborates on the disclosures
     to be made by a guarantor about its obligations under certain guarantees
     issued. It also clarifies that a guarantor is required to recognize, at the
     inception of a guarantee, a liability for the fair value of the obligation
     undertaken in issuing the guarantee. The Interpretation expands on the
     accounting guidance of SFAS No. 5, "Accounting for Contingencies," SFAS No.
     57, "Related-Party Disclosures," and SFAS No. 107, "Disclosures about Fair
     Value of Financial Instruments." The Interpretation also incorporates,
     without change, the provisions of FASB Interpretation No. 34, "Disclosure
     of Indirect Guarantees of Indebtedness of Others," which it supersedes. The
     Interpretation does identify several situations where the recognition of a
     liability at inception for a guarantor's obligation is not required. The
     initial recognition and measurement provisions of Interpretation 45 apply
     on a prospective basis to guarantees issued or modified after December 31,
     2002, regardless of the guarantor's fiscal year end. The disclosures are
     effective for financial statements of interim or annual periods ending
     after December 15, 2002. The Company does not anticipate the adoption of
     FASB Interpretation No. 45 will have a material impact on the consolidated
     financial statements.

     Reclassifications - Certain amounts previously reported have been
     reclassified to conform to the current presentation.

2.   DEBT AND EQUITY RESTRUCTURING

     On November 6, 2001 (during the first quarter of fiscal 2002), the Company
     completed a debt and equity restructuring. The debt restructuring was
     accomplished through the exchange by the participants of the Company's then
     current bank group of approximately $153,754,000 of total outstanding
     revolving credit agreement indebtedness for an aggregate cash payment of
     $38,388,000, as well as by the Company's issuance of revised debt
     obligations with an aggregate stated principal amount of $25,714,000 and
     7,618,987 shares of newly-issued Class A Common Stock which represented
     approximately 7.5% of the Company's then fully-diluted common shares to
     certain bank group members which decided to continue as lenders to the
     Company. The debt restructuring occurred pursuant to an agreement for the
     assignment and assumption by Sun Northland, LLC ("Sun Northland"), an
     affiliate of Sun Capital Partners Inc., of the Company's bank group
     indebtedness. Sun Northland then invested approximately $7,000,000 of
     equity capital into the Company together with the assignment of Sun
     Northland's rights to the Company's bank debt (of which approximately
     $81,219,000 was forgiven for financial reporting purposes) in exchange for
     37,122,695 shares of newly-issued Class A Common Stock, 1,668,885 shares of
     newly-created, convertible Series A Preferred Stock, and 100 shares of
     newly created

                                       9
<PAGE>

     Series B Preferred Stock, which together represented approximately 77.5% of
     the Company's then fully-diluted common shares. The 1,668,885 shares of the
     Series A Preferred Stock were subsequently converted into 41,722,125 shares
     of Class A Common Stock of the Company. The 100 shares of Series B
     Preferred Stock were subsequently transferred by Sun Northland, LLC for
     nominal consideration to a limited liability company whose managing member
     is the Company's Chief Executive Officer and whose members include among
     others certain officers of the Company.

     In addition, on November 6, 2001, the Company restructured and modified the
     terms of approximately $20,680,000 in outstanding borrowings under two term
     loans with an insurance company.

     Additionally, as part of the restructuring, the Company entered into a
     management services agreement with Sun Capital Partners Management, LLC, an
     affiliate of Sun Capital Partners, Inc., pursuant to which Sun Capital
     Partners Management, LLC will provide various financial and management
     consulting services to the Company in exchange for an annual fee (which is
     to be paid in quarterly installments) equal to the greater of $400,000 or
     6% of EBITDA (as defined therein), provided that the fee may not exceed
     $1,000,000 per year unless approved by a majority of the Company's
     directors who are not affiliates of Sun Capital Partners Management, LLC.
     In fiscal 2002, the Company paid approximately $460,000 under this
     agreement, which terminates on the earlier of November 6, 2008 or the date
     on which Sun Northland and its affiliates no longer own at least 50% of the
     Company's voting power.

     Financing for the debt restructuring, and for additional working capital,
     was provided by Foothill Capital Corporation ("Foothill") and Ableco
     Finance LLC ("Ableco"). Foothill and Ableco provided the Company with $20
     million in term loan financing and a new $30 million revolving credit
     facility. As part of the consideration to Foothill and Ableco to provide
     the new credit facilities to the Company, Foothill and Ableco received
     warrants to purchase a total of 5,086,106 shares of Class A Common Stock,
     or approximately 5% of the Company's then fully-diluted common shares, at
     an exercise price of $0.01 per share. The warrants expire on November 6,
     2011. The Company also issued non-interest bearing fee notes to Foothill
     and Ableco in the aggregate amount of $5,000,000, which are payable in full
     on November 6, 2006. The fee notes have been discounted for financial
     reporting purposes and interest expense is recognized over the terms of the
     related debt.

3    LEGAL PROCEEDINGS

     On March 8, 2000, the Company sold the net assets of its private label
     juice business to Cliffstar Corporation ("Cliffstar"), pursuant to an asset
     purchase agreement ("Asset Purchase Agreement"), dated January 4, 2000. The
     private label juice business assets sold consisted primarily of finished
     goods and work-in-process inventories, raw materials inventories consisting
     of labels and ingredients that relate to customers of the private label
     juice business (other than cranberry juice and cranberry juice
     concentrates), certain trademarks and goodwill, contracts relating to the
     purchase of raw materials inventory and the sale of products, and 135,000
     gallons of cranberry juice concentrate. No plants or equipment were
     included in the sale. Cliffstar also assumed certain obligations under
     purchased contracts. In connection with the sale, the Company received from
     Cliffstar an unsecured, subordinated promissory note for $28,000,000

                                       10
<PAGE>

     (non-cash investing activity) which is to be collected over six years and
     which bears interest at a rate of 10% per annum, as well as approximately
     $6,800,000 in cash (subject to potential post-closing adjustments) related
     to inventory transferred to Cliffstar on the closing date. The Company
     recognized a pre-tax gain of approximately $2,100,000 in connection with
     the sale of the net assets.

     Additionally, Cliffstar is contractually obligated to make certain annual
     earn-out payments to the Company for a period of six years from the closing
     date based generally on operating profit from Cliffstar's sale of cranberry
     juice products. The Company also entered into certain related agreements
     with Cliffstar, including among them, a co-packing agreement pursuant to
     which Cliffstar contracted for specified quantities of Cliffstar juice
     products to be packed by the Company.

     The private label juice business had revenues of approximately $23,600,000
     for the year ended August 31, 2000. The Company recognized gross profit of
     approximately $3,700,000 on such revenues during the year ended August 31,
     2000. Information with respect to selling, general and administrative
     expenses with respect to the private label juice business is not available,
     as the Company's accounting system did not segregate such expenses by type
     of product.
     On July 7, 2000, Cliffstar filed suit against the Company in the United
     States District Court, Western District of New York, alleging, among other
     things, that the Company breached certain representations and warranties in
     the Asset Purchase Agreement. That lawsuit was subsequently dismissed, and
     on July 31, 2000, the Company filed a lawsuit against Cliffstar in the
     Northern District of Illinois. The Company claims that (1) Cliffstar
     breached the Asset Purchase Agreement by failing to make required payments
     under the Asset Purchase Agreement and by failing to negotiate in good
     faith concerning a cranberry sauce purchase agreement between the parties;
     (2) Cliffstar breached an interim cranberry sauce purchase agreement
     between the two companies by failing to adequately perform and to pay the
     Company the required amounts due under it; (3) Cliffstar breached its
     fiduciary duty to the Company based on the same (or similar) conduct; (4)
     Cliffstar breached the promissory note issued by it in the transaction by
     failing to make its payments in a timely manner and failing to pay all of
     the interest due; (5) Cliffstar breached a co-packing agreement entered
     into in connection with the sale by failing to make required payments
     thereunder and other misconduct; and (6) Cliffstar breached the Asset
     Purchase Agreement's arbitration provision, which provides that any
     disagreements over the valuation of finished goods, work-in-process and raw
     material inventory purchased by Cliffstar shall be submitted to arbitration
     for resolution. On April 10, 2001, the Court granted the Company's Petition
     to Compel Arbitration. Accordingly, the price dispute over finished goods,
     work-in-process and raw material inventory is currently in arbitration.

     Cliffstar asserted counterclaims against the Company, alleging that (1) the
     Company fraudulently induced Cliffstar to enter into the Asset Purchase
     Agreement; (2) the Company has breached the Asset Purchase Agreement by
     failing to negotiate in good faith a cranberry sauce purchase agreement, by
     failing to provide Cliffstar with sufficient quantities of cranberry
     concentrate meeting Cliffstar's "specifications," by selling inventory that
     did not have a commercial value at least equal to the Company's carrying
     value, by failing to notify Cliffstar that the Company intended to
     write-down its cranberry inventory, by not providing Cliffstar its selling
     prices, by decreasing its level of service to customers after the parties
     signed the Asset Purchase Agreement, and by refusing to turn over certain
     labels, films and plates relating to the private

                                       11
<PAGE>

     label juice business to Cliffstar; (3) the Company breached the co-packing
     agreement by prematurely terminating that agreement; (4) the Company
     converted the labels, films and plates relating to the private label juice
     business; (5) the Company intentionally interfered with Cliffstar's
     contractual relations, or reasonable expectations of entering into business
     relations, with the printers who hold the labels, films and plates; and (6)
     the Company breached the Transition Agreement by failing to remit to
     Cliffstar the excess of Cliffstar's interim payment for work-in-process and
     raw material inventory, by withholding a portion of the work-in-process and
     raw material inventory from Cliffstar, and by artificially building up its
     work-in-process and raw material inventory before and after the sale of the
     private label juice business to Cliffstar. The Company has denied the
     allegations of Cliffstar's counterclaims in all material respects.

     On June 7, 2002, the court granted the Company's motion for summary
     judgment and dismissed Cliffstar's fraud claim. On October 23, 2002, after
     a trial to a jury on the remaining claims, the District Court entered
     judgment in favor of the Company and against Cliffstar in the amount of
     $6,674,450 (this includes outstanding accounts receivable aggregating
     $3,414,000 due from Cliffstar as of August 31, 2002). Final judgment in the
     amount of $7,732,057 (which includes an additional award to the Company for
     prejudgment interest following post-verdict motions) was entered by the
     court on December 23, 2002 and is subject to appeal. It is the opinion of
     the Company's management, after consulting with outside legal counsel, that
     the judgment will be affirmed if appealed. However, the resolution of the
     legal proceedings cannot be predicted with certainty at this time.
     Accordingly, no amounts have been recorded with respect to the judgment.

     The jury found that Cliffstar breached its payment obligations under the
     note by failing to timely make the required $250,000 principal and related
     accrued interest payment that was due on May 31, 2000. Thus, the note is in
     default with future interest accruing at the default rate of 12%. The
     Company has received all scheduled principal payments, together with
     accrued interest at 10%. The Company has recognized interest income on the
     note receivable at a rate of 10% for financial reporting purposes, pending
     resolution of this matter.

     Although the note is in default, the Company has classified the balance
     outstanding in the accompanying consolidated balance sheets in accordance
     with the scheduled payment dates provided for in the note, as this is how
     the Company anticipates payments will be received pending final resolution
     of this matter.
     On May 13, 2002, the Company received Cliffstar's earn-out calculation for
     2000. The Company believes that Cliffstar's earn-out calculation was not
     prepared in accordance with the Asset Purchase Agreement. On December 13,
     2002, the Company received an estimate of the earn-out calculation from
     Cliffstar for 2001 in the amount of $1,177,621. To date, however, Cliffstar
     has not provided the Company with an audited earn-out calculation for 2001
     in accordance with the Asset Purchase Agreement. The Company believes that
     the estimate provided by Cliffstar significantly understates the earn-out
     payment due under the Asset Purchase Agreement.

     On June 7, 2002, the Company filed a separate suit against Cliffstar in the
     United States District Court, Northern District of Illinois, seeking access
     to all relevant books and records of Cliffstar relating to the earn-out
     calculations and claiming Cliffstar breached the Asset Purchase Agreement
     by failing to pay the Company earn-out payments for the years 2000 and
     2001. The Company seeks compensatory damages in an amount in excess of
     $1,000,000, plus attorneys'

                                       12
<PAGE>

     fees. The legal proceeding is in its early stages and the resolution cannot
     be predicted with certainty.

     On November 11, 2002, the Company together with Clermont, Inc, filed an
     antitrust lawsuit against Ocean Spray Cranberries, Inc. ("Ocean Spray").
     The lawsuit, which was filed in the United Stated District Court for the
     District of Columbia, alleges that Ocean Spray has engaged in
     anticompetitive tactics and unlawfully monopolized the cranberry products
     industry to the detriment of its competitors and customers. As the
     proceeding is in the preliminary stages, management is unable to predict
     the outcome of this matter with certainty. However, management does not
     believe that the resolution of this matter will have an adverse effect on
     the Company's financial condition or results of operations.

4.   OTHER INCOME

     During fiscal 2002, inventory held at one of the Company's third party
     storage facilities was handled improperly by the third party following
     delivery to the facility. This resulted in a damage claim being made by the
     Company. The Company and the owner of the facility have entered into a
     settlement and release agreement with respect to the Company's claims.
     Under the terms of the settlement and release agreement, the Company
     received cash proceeds in the amount of $1,500,000, as well as $200,000 in
     credits toward storage fees over the next four years. Based on the terms of
     the settlement and release agreement, the Company has recognized income of
     $1,500,000 for the three months ended November 30, 2002.

5.   INVENTORIES

     Inventories as of November 30, 2002 and August 31, 2002 consisted of the
     following (in thousands):

                                  November 30, 2002     August 31, 2002

          Raw materials                 $ 22,110           $  8,396
          Finished goods                   3,485              3,189
          Deferred crop costs                  0              6,688
                                        --------          ---------
          Total inventories             $ 25,595           $ 18,273
                                        ========          =========


6.   LONG-TERM DEBT

     Long-term debt as of November 30, 2002 and August 31, 2002 consisted of the
     following (in thousands):

                                       13
<PAGE>

                                           November 30,        August 31,
                                               2002               2002

          Term loans payable                $  13,103         $  15,461
          Fee note payable                      3,804             3,738
          Bank notes                           25,998            28,297
          Insurance company note               19,364            19,689
          Other obligations                     2,709             2,915
                                            ---------         ---------
          Total                                64,978            70,100
          Less current maturities
            of long-term debt                  14,007            15,568
                                            ---------         ---------
          Long-term debt                    $  50,971         $  54,532
                                            =========         =========

     As of November 30, 2002 and August 31, 2002 the Company was in compliance
     with its various financial covenants contained in its agreements covering
     its long-term debt obligations.

     The restructuring of the Company's debt on November 6, 2001 (see Note 2)
     resulted in a gain of $83,299,046 during fiscal 2002.

7.   INCOME TAXES

     The Company accounts for income taxes using an asset and liability approach
     which generally requires the recognition of deferred income tax assets and
     liabilities based on the expected future income tax consequences of events
     that have previously been recognized in the Company's financial statements
     or tax returns. In addition, a valuation allowance is recognized if it is
     more likely than not that some or all of the deferred income tax assets
     will not be realized.

     There was no income tax expense recognized, for financial reporting
     purposes, for the three months ended November 30, 2002 due to the
     utilization of certain net operating loss carryforwards for which no
     benefit had been previously provided.

     As described in Note 2, the Company completed a debt and equity
     restructuring on November 6, 2001. This restructuring resulted in a gain on
     the forgiveness of indebtedness of differing amounts for financial and
     income tax reporting purposes that will reduce the available net operating
     loss carryforwards. The income tax effect of this gain resulted in the
     recognition of an income tax benefit of approximately $32,800,000 for
     financial reporting purposes as of August 31, 2001 and a charge to income
     taxes of a like amount for the three month period ended November 30, 2001.
     The "change of ownership" provisions of the Tax Reform Act of 1986
     significantly restrict the utilization for income tax reporting purposes of
     all net operating losses and tax credit carryforwards remaining after the
     debt and equity restructuring.

                                       14
<PAGE>

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

     GENERAL

     Early in fiscal 2002, primarily as a result of losses suffered in the
     previous two fiscal years, we reached the point where we felt it was
     imperative to reach an agreement with our then-current bank group and to
     refinance our bank debt. To do otherwise, we believed, we would be faced
     with liquidating or reorganizing the company in a bankruptcy proceeding in
     which our creditors would have likely received substantially less value
     than we felt they could receive in a restructuring transaction and our
     shareholders would have likely been left holding shares with no value.

     On November 6, 2001, we consummated the transactions that we refer to as
     the Restructuring. Generally speaking, in the Restructuring, Sun Northland
     entered into certain Assignment, Assumption and Release Agreements with
     members of our then-current bank group which gave Sun Northland, or its
     assignee, the right to acquire our indebtedness held by members of our
     then-current bank group in exchange for a total of approximately $38.4
     million in cash, as well as our issuance of a promissory note in the
     principal amount of approximately $25.7 million and 7,618,987 Class A
     shares to certain bank group members which decided to continue as our
     lenders after the Restructuring. Sun Northland did not provide the
     foregoing consideration to our former bank group; instead, Sun Northland
     entered into the Purchase Agreement with us, pursuant to which Sun
     Northland assigned its rights to those Assignment, Assumption and Release
     Agreements to us and gave us $7.0 million in cash, in exchange for (i)
     37,122,695 Class A shares, (ii) 1,668,885 Series A Preferred shares (each
     of which was automatically converted into 25 Class A shares upon adoption
     of an amendment to our articles of incorporation on February 4, 2002
     increasing our authorized Class A shares), and (iii) 100 shares of our
     newly created Series B Preferred Stock, which were subsequently transferred
     to a limited liability company controlled by our Chief Executive Officer.
     Using funding provided by our new secured lenders and Sun Northland, we
     acquired a substantial portion of our outstanding indebtedness from the
     members of our then-current bank group (under the terms of the Assignment,
     Assumption and Release Agreements that were assigned to us by Sun
     Northland) in exchange for the consideration noted above, which resulted in
     the forgiveness of approximately $81.2 million (for financial reporting
     purposes) of our outstanding indebtedness (or approximately $89.0 million
     of the aggregate principal and interest due the then-current bank group as
     of the date of the Restructuring). We also issued warrants to acquire an
     aggregate of 5,086,106 Class A shares to Foothill Capital Corporation and
     Ableco Finance LLC which are immediately exercisable and have an exercise
     price of $.01 per share.

     See Note 2 of Notes to Condensed Financial Statements for a further
     discussion of the Restructuring.

     With the equity capital we received in the Restructuring, combined with the
     associated debt forgiveness, we were once again able to market our
     Northland and Seneca brand products for the

                                       15
<PAGE>

     remainder of fiscal 2002 and build on the operational improvements and cost
     reduction measures we began in the prior fiscal year.

     During the first quarter of fiscal 2003 we focused our efforts on regaining
     market share, through a balanced marketing approach of advertising, trade
     spending, slotting and consumer coupons.

     Critical Accounting Policies

     We prepare our financial statements in accordance with generally accepted
     accounting principles which, through the application of certain critical
     accounting policies, require management to make judgments, estimates and
     assumptions regarding matters which are inherently uncertain. We have
     stated our inventory carrying value at the lower of cost (using the
     first-in, first-out costing method) or estimated market values, based upon
     management's best estimates of future product selling prices and costs for
     the periods during which the cranberries are grown and the cranberries and
     cranberry related products are expected to be sold. The market estimates
     are dependent upon several factors including, but not limited to, price,
     product mix, demand, costs and the period of time it takes to sell the
     inventory. Such factors are all subject to significant fluctuations. We
     also use estimates and assumptions that affect the reported amounts of
     assets and liabilities and disclosure of contingent assets and liabilities
     at the date of the financial statements and the reported amounts of net
     revenues and expenses during the reporting period. On an ongoing basis,
     management reviews these estimates, including those related to allowances
     for doubtful accounts, product returns, trade discounts and incentives,
     valuation of inventories, future cash flows associated with assets held for
     sale and long-lived assets, useful lives for depreciation and amortization,
     valuation allowances for deferred income tax assets, litigation,
     environmental liabilities and contracts, based on currently available
     information. Changes in facts and circumstances or the use of different
     assumptions may result in revised estimates and actual results could differ
     from those estimates.

     RESULTS OF OPERATIONS

     Total net revenues for the three months ended November 30, 2002 were $21.7
     million, a decrease of 28.3% from net revenues of $30.3 million in the
     prior year's first quarter. The decrease resulted primarily from (i)
     reduced sales of cranberry concentrate; and (ii) reduced co-packing
     revenue. These revenue decreases were offset by increased sales of
     Northland 100% juice products. Trade industry data for the 12-week period
     ended December 1, 2002 showed that our Northland brand 100% juice products
     achieved a 5.4% market share of the supermarket shelf-stable cranberry
     beverage category on a national basis, up from a 5.1% market share for the
     12-week period ended December 2, 2001. The market share of Seneca branded
     cranberry juice products decreased from 0.1% to less than 0.1%, resulting
     in a total combined market share of supermarket shelf-stable cranberry
     beverages for our Northland and Seneca branded product lines of 5.4% for
     the 12-week period ended December 1, 2002 compared to 5.2% for the 12-week
     period ended December 2, 2001.

     Cost of sales for the first quarter of fiscal 2003 was $15.2 million
     compared to $20.7 million for the first quarter of fiscal 2002, resulting
     in gross margins of 30.2% and 31.7% in each respective period. The decline
     in gross margins in the first quarter of fiscal 2003 was primarily the
     result of increased costs of cranberries and cranberry concentrate.

                                       16
<PAGE>

     Selling, general and administrative expenses were $6.6 million, or 30.3% of
     net revenues, for the first quarter of fiscal 2003 compared to $5.9
     million, or 19.5% of net revenues, in the prior year's first fiscal
     quarter. The increase in selling, general and administrative expenses in
     fiscal 2003 was primarily the result of a $2.8 million increase in media
     advertising spending, from $0.7 million in the first quarter of fiscal 2002
     compared with $3.5 million in the first quarter of fiscal 2003. This
     increase was partially offset by a decline in wages, consulting expenses
     and depreciation. Included in the fiscal 2002 amount were approximately
     $1.3 million of charges relating to our restructuring. Excluding these
     restructuring charges, selling, general and administrative expenses were
     approximately $4.6 million, or 15.2% of net revenues.

     During fiscal 2002, inventory held at one of our third party storage
     facilities was handled improperly by the third party following delivery to
     the facility. We entered into a settlement and release agreement with the
     third party pursuant to which we received cash proceeds in the amount of
     $1,500,000, as well as $200,000 in credits toward storage fees over the
     next four years. Based on the terms of the settlement and release
     agreement, we recognized other income of $1,500,000 for the three months
     ended November 30, 2002.

     Interest expense was $1.0 million in the first quarter of fiscal 2003
     compared to $3.1 million during the same period of fiscal 2002. The
     decrease resulted primarily from reduced debt levels and lower interest
     rates following our restructuring.

     Interest income of $0.6 million in the first quarter of fiscal 2003 and
     $0.7 million in the comparable period of fiscal 2002 is associated with an
     unsecured, subordinated promissory note receivable from Cliffstar
     Corporation.

     In the first quarter of fiscal 2002, we realized a gain on forgiveness of
     indebtedness in connection with the restructuring of approximately $83.3
     million, net of legal fees and other direct costs incurred and the
     estimated fair value of the shares of Class A Common Stock issued to the
     participating banks. This gain was further reduced by $32.8 million of
     income taxes resulting in a net gain on forgiveness of indebtedness of
     $50.5 million, or $2.99 and $1.66 per basic and diluted share,
     respectively.

     In the first quarter of fiscal 2003 there were no income taxes on operating
     income due to the utilization of certain net operating loss carryforwards
     for which no benefit had been previously provided.

     FINANCIAL CONDITION

     Net cash provided by operating activities was $1.4 million in the first
     quarter of fiscal 2003 compared to net cash provided of $5.3 million in the
     same period of fiscal 2002. Net income plus depreciation and amortization
     was $2.3 million in the first quarter of fiscal 2003 compared to $2.4
     million (before gain on forgiveness of indebtedness net of income taxes) in
     the comparable period of fiscal 2002. Receivables, prepaid expenses and
     other current assets decreased $0.9 million in the first quarter of fiscal
     2003 compared to an increase of $0.8 million in the first quarter of fiscal
     2002. Increases in accounts payable and accrued liabilities provided cash
     of $5.5 million in the first quarter of fiscal 2003 compared to $2.4
     million in the first quarter of fiscal 2002. Inventories increased $7.3
     million in the first quarter of fiscal 2003, primarily as a

                                       17
<PAGE>

     result of the fall 2002 cranberry harvest and the purchase of cranberries
     from our contract growers.

     Working capital was $6.7 million at November 30, 2002 compared to $6.9
     million at August 31, 2002. Our current ratio was 1.2 to 1.0 at August 31,
     2002, compared to 1.2 to 1.0 at November 30, 2002.

     Net cash provided by investing activities was $1.5 million in the first
     quarter of fiscal 2003 compared to $0.6 million in the similar quarter of
     fiscal 2002. Collections on our note receivable from Cliffstar Corporation
     contributed toward the positive cash flow in both quarters. In fiscal 2003,
     proceeds from disposals of property and equipment provided $0.7 million In
     fiscal 2002, proceeds from disposals of property and equipment provided
     $0.1 million. Purchases of property and equipment were $0.2 million in
     fiscal 2003 and $0.01 million in fiscal 2002.

     Our net cash used in financing activities was $1.9 million in the first
     quarter of fiscal 2003 compared to $7.0 million in the first quarter of the
     prior year. In fiscal 2002 in order to accomplish the restructuring, we
     obtained proceeds from our new revolving credit facility and two term
     loans, along with proceeds, net of legal and other costs, from the issuance
     of Class A Common Stock and Series A Preferred Stock. These proceeds were
     used to pay various banks in settlement of our previous revolving credit
     facility (see "General" and Note 2 of Notes to Condensed Consolidated
     Financial Statements) and to pay various debt issuance costs. Also, we made
     payments on long-term debt and other obligations of $5.1 million in the
     first quarter of fiscal 2003 and $1.2 million in the first quarter of
     fiscal 2002. In both quarters monthly principal payments were made on other
     obligations, and in the first quarter of fiscal 2003 additional payments
     were made as required under our restructured debt agreements.


     The following schedule sets forth our contractual long-term debt
     obligations as of November 30, 2002 (in thousands):

                             Payments Due by Period
                             ----------------------
                                                                       After 5
                         Total     0-1 year    2-3 years    4-5 years   years
                         -----     --------    ---------    ---------  -------
     Long-Term Debt     $64,978     $14,007     $14,777      $17,722   $18,472



     As of November 30, 2002, we had outstanding borrowings of $3.8 million
     under our $30.0 million revolving credit facility with Foothill and Ableco.
     As of November 30, 2002, we had approximately $7.2 million of unused
     borrowing availability under the facility. We believe that we will be able
     to fund our ongoing operational needs for fiscal 2003 through (i) cash
     generated from operations; and (ii) financing available under our revolving
     credit facility with Foothill and Ableco. We do not have any significant
     capital expenditure commitments and continue to review our capital
     requirements in an effort to match expenditures with revenues.

     As of November 30, 2002, we were in compliance with all of our debt
     arrangements.

                                       18
<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
                -------------------------------------------------

     We make certain "forward-looking statements" in this Form 10-Q, such as
     statements about our future plans, goals and other events which have not
     yet occurred. We intend that these statements will qualify for the safe
     harbors from liability provided by the Private Securities Litigation Reform
     Act of 1995. You can generally identify these forward-looking statements
     because we use words such as we "believe," "anticipate," "expect" or
     similar words when we make them. Forward-looking statements include, among
     others, statements about actions by our competitors, sufficiency of our
     working capital, potential operational improvements and our efforts to
     improve profitability, sales and marketing strategies, expected levels of
     trade and marketing spending, anticipated market share and sales of our
     branded products, cranberry concentrates and other products, and
     disposition of significant litigation. These forward-looking statements
     involve risks and uncertainties and the actual results could differ
     materially from those discussed in the forward-looking statements. These
     risks and uncertainties include, without limitation, risks associated with
     (i) our ability to reinvigorate our Northland and Seneca brand names,
     regain lost distribution capabilities and branded products market share and
     generate increased levels of branded product sales; (ii) the level of
     cranberry inventory held by industry participants; (iii) the development,
     market share growth and consumer acceptance of our branded juice products;
     (iv) the resolution of certain litigation related to the sale of the net
     assets of our private label juice business and claims asserted by us
     against our principal competitor regarding what we believe to be
     anticompetitve tactics and unlawful monopolization within the cranberry
     products industry; (v) agricultural factors affecting our crop and the crop
     of other North American growers; and (vi) our ability to comply with the
     terms and conditions of, and to satisfy our responsibilities under, our
     credit facilities and other debt agreements. You should consider these
     risks and factors and the impact they may have when you evaluate our
     forward-looking statements. We make these statements based only on our
     knowledge and expectations on the date of this Form 10-Q. We disclaim any
     duty to update these statements or other information in this Form 10-Q
     based on future events or circumstances. Please read this entire Form 10-Q
     to better understand our business and the risks associated with our
     operations. Specifically, please see "Management's Discussion and Analysis
     of Financial Condition and Results of Operations" for a discussion of our
     current financial condition.


     ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     We do not enter into any material futures, forwards, swaps, options or
     other derivative financial instruments for trading or other purposes. Our
     primary exposure to market risk is related to changes in interest rates and
     the effects those changes may have on our earnings as a result of our
     long-term financing arrangements. We manage our exposure to this market
     risk by monitoring interest rates and possible alternative means of
     financing. Our earnings may be affected by changes in short-term interest
     rates under our revolving line of credit facility and certain term loans,
     pursuant to which our borrowings bear interest at a variable rate, subject
     to minimum interest rates payable on certain loans. Based upon the debt
     outstanding under our revolving line of credit facility and certain term
     loans as of November 30, 2002, an increase of 1.0% in market interest rates
     would increase annual interest expense by approximately $0.2 million.

                                       19
<PAGE>

     ITEM 4. CONTROLS AND PROCEDURES


          (a) Evaluation of disclosure controls and procedures. In accordance
     with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange
     Act"), within 90 days prior to the filing date of this Quarterly Report on
     Form 10-Q, an evaluation was carried out under the supervision and with the
     participation of our management, including our Chief Executive Officer and
     Vice President-Finance, of the effectiveness of the design and operation of
     our disclosure controls and procedures (as defined in Rule 13a-14(c) under
     the Exchange Act). Based upon their evaluation of these disclosure controls
     and procedures, the Chief Executive Officer and Vice President-Finance
     concluded that the disclosure controls and procedures were effective as of
     the date of such evaluation to ensure that material information relating to
     us, including our consolidated subsidiaries, was made known to them by
     others within those entities, particularly during the period in which this
     Quarterly Report on Form 10-Q was being prepared.

          (b) Changes in internal controls. There were no significant changes in
     our internal controls or other factors that could significantly affect
     those controls subsequent to the date of their evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.



PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.

     On October 23, 2002, after a trial to a jury, the District Court entered
     judgment in our favor and against Cliffstar Corporation in the amount of
     $6,674,450 with respect to litigation related to the March 8, 2000 sale of
     the net assets of our private label juice business to Cliffstar. Final
     judgment in the amount of $7,732,057 (which includes an additional award to
     us for prejudgment interest following post-verdict motions) was entered by
     the court on December 23, 2002 and is subject to appeal. It is our opinion,
     after consulting with outside legal counsel, that the judgment will be
     affirmed if appealed.

     Further, on November 11, 2002, we filed together with Clermont, Inc. an
     antitrust lawsuit against Ocean Spray Cranberries, Inc. The lawsuit, which
     was filed in the United Stated District Court for the District of Columbia,
     alleges that Ocean Spray has engaged in anticompetitive tactics and
     unlawfully monopolized the cranberry products industry to the detriment of
     its competitors and customers. As the proceeding is in the preliminary
     stages, we are unable to predict the outcome of this matter with certainty.
     However, we do not believe that the resolution of this matter will have an
     adverse effect on our financial condition or results of operations.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

                                       20
<PAGE>

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.

     None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

A.   Exhibits

     Exhibits filed with this Form 10-Q report are incorporated herein by
     reference to the Exhibit Index accompanying this report.

B.   Form 8-K

     We did not file any Current Reports on Form 8-K during the first quarter of
     fiscal 2003.


                                    SIGNATURE


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


                                           NORTHLAND CRANBERRIES, INC.





DATE: January 14, 2003                     By: /s/ Nigel J. Cooper
                                               ---------------------------------
                                           Nigel J. Cooper
                                           Vice President - Finance

                                       21
<PAGE>

                                 CERTIFICATIONS

I, John Swendrowski, certify that:

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

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

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

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

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

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

     6. The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date  January 14, 2003
     --------------------------------------

      /s/ John Swendrowski
     --------------------------------------
     John Swendrowski
     Chairman of the Board,
     Chief Executive Officer and Director

                                       22

<PAGE>

I, Nigel Cooper, certify that:

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

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

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

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

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

     a)   deficiencies in the design or operation of internal controls which
          could adversely affect the registrant's ability to record, process,
          summarize and report financial data and have identified for the
          registrant's auditors any material weaknesses in internal controls;
          and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

     6. The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date  January 14, 2003
     --------------------------------------

      /s/ Nigel Cooper
     --------------------------------------
     Nigel Cooper
     Vice President - Finance

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<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.                               DESCRIPTION
-----------                               -----------

99.1 Certification of John Swendrowski, Chairman and Chief Executive Officer of
     Northland Cranberries, Inc., pursuant to 18 U.S.C. Section 1350, as adopted
     pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2 Certification of Nigel Cooper, Vice President - Finance of Northland
     Cranberries, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant
     to Section 906 of the Sarbanes-Oxley Act of 2002.





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