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 February 28, 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
                                                           --------------

         800 First Avenue South, Wisconsin Rapids, Wisconsin 54495-8020
--------------------------------------------------------------------------------
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

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              April 12, 2002                      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......... 7-20

     Item 2.  Management's Discussion and Analysis of Financial
                       Condition and Results of Operations.................21-27

     Item 3.  Quantitative and Qualitative Disclosure About
                       Market Risk.........................................   28

PART II. OTHER INFORMATION

     Item 1.  Legal Proceedings............................................   29

     Item 2.  Changes in Securities and Use of Proceeds....................   29

     Item 4.  Submissions of Matters to Vote of Security Holders...........29-30

     Item 5.  Other Information............................................   30

     Item 6.  Exhibits and Reports on Form 8-K.............................   30

              SIGNATURE....................................................   31


                                       2
<PAGE>
<TABLE>
                                      PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
------------------------------------------------------------------------------------------------------------
                                       NORTHLAND CRANBERRIES, INC.
                                  CONDENSED CONSOLIDATED BALANCE SHEETS
                                (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
                                              (Unaudited)
<CAPTION>
                                                                           February 28,      August 31,
                                                                               2002             2001
                                                                           ------------     ------------
                                                  ASSETS
Current assets:
<S>                                                                           <C>              <C>
   Cash and cash equivalents                                                  $     367        $   1,487
   Accounts receivable                                                            8,172           10,630
   Current portion of note receivable and accounts receivable - other             9,422            8,530
   Inventories                                                                   21,326           24,382
   Prepaid expenses and other current assets                                        898              879
   Deferred income taxes                                                              -           32,800
   Assets held for sale                                                           5,165            5,830
                                                                              ---------        ---------
      Total current assets                                                       45,350           84,538
Note receivable, less current portion                                            21,000           23,000
Property and equipment, net                                                      68,586           71,907
Other assets                                                                        970              970
Debt issuance costs, net                                                          4,612                -
                                                                              ---------        ---------
      Total assets                                                             $140,518         $180,415
                                                                               ========         ========

                                   LIABILITIES AND SHAREHOLDERS' EQUITY
                                          (DEFICIENCY IN ASSETS)
Current liabilities:
   Revolving line of credit facility                                          $   5,361        $       -
   Accounts payable                                                               7,796            6,929
   Accrued liabilities                                                           10,747           12,589
   Current maturities of long-term debt                                          17,767           33,375
                                                                              ---------        ---------
      Total current liabilities                                                  41,671           52,893
Long-term debt, less current maturities                                          61,456           64,589
Obligations subsequently forgiven or exchanged for common stock                       -           84,087

Redeemable preferred stock - Series B, 100 and 0 shares
   issued and outstanding, respectively                                               -                -
                                                                              ---------        ---------
      Total liabilities                                                         103,127          201,569
                                                                              ---------        ---------
Shareholders' equity:
   Common stock - Class A, $.01 par value, 91,548,580
       and 4,925,555 shares issued and outstanding, respectively                    915               49
   Common stock - Class B, $.01 par value,
       0 and 159,051 shares issued and outstanding, respectively                      -                2
   Additional paid-in capital                                                   154,902          149,129
   Accumulated deficit                                                         (118,426)        (170,334)
                                                                              ---------        ---------
      Total shareholders' equity (deficiency in assets)                          37,391          (21,154)
                                                                              ---------        ---------
   Total liabilities and shareholders' equity (deficiency in assets)          $ 140,518        $ 180,415
                                                                              =========        =========
</TABLE>
            See notes to condensed consolidated financial statements.

                                       3
<PAGE>
<TABLE>
                                               NORTHLAND CRANBERRIES, INC.
                                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                        (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
                                                       (Unaudited)
<CAPTION>
                                                                For the Three Months              For the Six Months
                                                                 Ended February 28,                Ended February 28,
                                                               2002              2001             2002            2001
                                                             ---------        ---------        ---------       ---------
<S>                                                        <C>                <C>             <C>              <C>
Net revenues                                                 $  23,975        $  29,405        $  54,291       $  71,115

Cost of sales                                                   16,676           22,078           37,409          53,942
                                                             ---------        ---------        ---------       ---------

Gross profit                                                     7,299            7,327           16,882          17,173
Selling, general & administrative expenses                      (6,551)          (6,638)         (12,472)        (12,715)
Gain on disposal of property & equipment                             -                2                -             412
                                                             ---------        ---------        ---------       ---------

Income from operations                                             748              691            4,410           4,870

Interest expense                                                (1,190)          (4,818)          (4,280)         (9,503)
Interest income                                                    629              682            1,279           1,376
                                                             ---------        ---------        ---------       ---------
Income (loss) before income taxes and
extraordinary item                                                 187           (3,445)           1,409          (3,257)
Income tax benefit                                                   -            2,092                -           2,092
                                                             ---------        ---------        ---------       ---------

Income (loss) before extraordinary item                            187           (1,353)           1,409          (1,165)

Extraordinary gain on forgiveness of
indebtedness, net of $32,800 in income taxes                         -                -           50,499               -
                                                             ---------        ---------        ---------       ---------
Net income (loss)                                            $     187        $  (1,353)       $  51,908       $  (1,165)
                                                             =========        =========        =========       =========
Net income (loss) per common share:
   Basic:
      Income (loss) before extraordinary gain                $    0.00        $   (0.27)       $    0.04       $   (0.23)
      Extraordinary gain                                             -                -             1.30               -
                                                             ---------        ---------        ---------       ---------
          Net income (loss)                                  $    0.00        $   (0.27)       $    1.34       $   (0.23)
                                                             =========        =========        =========       =========
   Diluted:
       Income (loss) before extraordinary gain               $    0.00        $   (0.27)       $    0.02       $   (0.23)
       Extraordinary gain                                            -                -             0.77               -
                                                             ---------        ---------        ---------       ---------
          Net income (loss)                                  $    0.00        $   (0.27)       $    0.79       $   (0.23)
                                                             =========        =========        =========       =========
Shares used in computing net income (loss)
per common share:
    Basic                                                   60,952,355        5,084,773       38,796,832       5,084,773
    Diluted                                                100,988,773        5,084,773       65,618,885       5,084,773
</TABLE>
            See notes to condensed consolidated financial statements.

                                        4
<PAGE>
<TABLE>
                                       NORTHLAND CRANBERRIES, INC.
                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (DOLLARS IN THOUSANDS)
                                               (Unaudited)
<CAPTION>
                                                                               For the six months ended
                                                                             February 28,     February 28,
                                                                                2002             2001
                                                                              ---------        --------
Operating activities:
<S>                                                                           <C>              <C>
   Net income (loss)                                                          $  51,908        $  (1,165)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
         Depreciation and amortization of property and equipment                  2,046            4,745
         Amortization of intangible assets                                            -              417
         Amortization of debt issuance costs and debt discount                      658                -
         Provision for deferred income taxes                                          -            1,101
         Gain on disposals of property and equipment                                  -             (412)
         Extraordinary gain on forgiveness of indebtedness                      (50,499)               -
         Changes in assets and liabilities:
            Receivables, prepaid expenses and other current assets                3,132            9,680
            Inventories                                                           3,056              722
            Accounts payable and accrued liabilities                                604          (14,264)
                                                                              ---------        ---------
         Net cash provided by operating activities                               10,905              824
                                                                              ---------        ---------
Investing activities:
   Collections on note receivable                                                 1,000              500
   Property and equipment purchases                                                (116)            (238)
   Proceeds from disposals of assets held for sale and of
      property and equipment                                                      1,470              459
   Net decrease in other assets                                                       -               34
                                                                              ---------        ---------
         Net cash provided by investing activities                                2,354              755
                                                                              ---------        ---------
Financing activities:
   Net increase (decrease) in borrowings under revolving line of
        credit facilities                                                         5,361              (47)
   Proceeds from issuance of long-term debt                                      20,000                -
   Payments on long-term debt and other obligations                              (4,268)            (892)
   Net payments in settlement of revolving credit facility                      (39,773)               -
   Payments for debt issuance costs                                              (1,259)               -
   Proceeds from issuance of preferred stock                                      2,942                -
   Proceeds from issuance of common stock                                         2,618                -
                                                                              ---------        ---------
         Net cash used in financing activities                                  (14,379)            (939)
                                                                              ---------        ---------
Net (decrease) increase in cash and cash equivalents                             (1,120)             640
Cash and cash equivalents, beginning of period                                    1,487              164
                                                                              ---------        ---------

Cash and cash equivalents, end of period                                      $     367        $     804
                                                                              =========        =========
</TABLE>
            See notes to condensed consolidated financial statements.

                                        5
<PAGE>
<TABLE>
                                                    NORTHLAND CRANBERRIES, INC.
                                     CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                                SIX MONTHS ENDED FEBRUARY 28, 2002
                                                      (DOLLARS IN THOUSANDS)
                                                            (Unaudited)
<CAPTION>
                                                                                                                 Total
                                                    Convertible                                    Retained    Shareholders'
                                                     Preferred    Common    Common    Additional   Earnings      Equity
                                                       Stock-     Stock-    Stock-     Paid-in   (Accumulated  (Deficiency
                                                      Series A    Class A   Class B    Capital     Deficit)     in Assets)
<S>                                                   <C>        <C>        <C>        <C>        <C>           <C>
BALANCE, AUGUST 31, 2001                              $      -   $     49   $      2   $149,129   $ (170,334)   $ (21,154)

Conversion of Class B common stock to
  Class A common stock (159,051 shares)                      -          2         (2)         -            -            -

Issuance of Class A common stock for
  fractional shares due to reverse stock
  split (167 shares)                                         -          -          -          -            -            -

Exchange of debt for Class A common stock
  (7,618,987 shares)                                         -         76          -        600            -          676

Issuance of Class A common stock
  (37,122,695 shares)                                        -        371          -      2,247            -        2,618

Issuance of warrants to purchase 5,086,106
  shares of Class A common stock                             -          -          -        401            -          401

Issuance of convertible preferred stock -
  Series A (1,668,885 shares)                               17          -          -      2,925            -        2,942

Conversion of convertible preferred stock -
  Series A (1,668,885 shares) to Class A
  common stock (41,722,125 shares)                         (17)       417          -       (400)           -            -

Net income                                                   -          -          -          -       51,908       51,908
                                                      --------   --------   --------   --------   ----------    ---------

BALANCE, FEBRUARY 28, 2002                            $      -   $    915   $      -   $154,902   $ (118,426)   $  37,391
                                                      ========   ========   ========   ========   ==========    =========
</TABLE>

            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 February 28,
     2002 and August 31, 2001 and its related results of operations for the
     three month and six month periods ended February 28, 2002 and 2001,
     respectively, and cash flows for the six months ended February 28, 2002 and
     2001, respectively. 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, 2001 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, and as amended
     by Form 10-K/A Amendment No. 1.

     Business Risks - The cranberry industry experienced three consecutive
     nationwide bumper crops culminating with the 1999 harvest. This resulted in
     excess cranberry inventories held by industry participants and depressed
     cranberry prices. Based on United States Department of Agriculture data and
     due in part to volume regulations implemented by the Department in 2000 and
     2001, there has been some reduction in inventory levels and moderate
     increases in cranberry prices. However, uncertainty remains as to whether a
     volume regulation will be implemented in 2002 and what impact the 2002
     harvest will have on cranberry inventory levels and prices. The Company
     continues to operate in a marketplace that has experienced significant
     levels of price discounting and selling activity as the industry reduces
     cranberry supply levels.

     The Company did not make its scheduled principal and interest payments on a
     revolving credit facility with various banks and certain term loans payable
     to an insurance company during the year ended August 31, 2001, and the
     Company was not in compliance with several provisions of such debt
     agreements as of and for the years ended August 31, 2001 and 2000. Under
     the terms of the Company's debt agreements, the lenders had the ability to
     call all outstanding principal and interest thereunder immediately due and
     payable. Throughout fiscal 2001, management explored various alternatives
     with respect to obtaining additional equity and debt financing, and
     continued efforts to restructure and/or refinance its debt facilities,
     reduce costs and to explore various strategic alternatives related to the
     sale of all or a portion of the Company's assets or common stock. On
     November 6, 2001, as

                                        7
<PAGE>
     described in Notes 2 and 7, 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 fiscal year 2002.

     Debt Issuance Costs - Costs related to obtaining a revolving credit
     facility and certain term loans have been deferred and are being amortized
     over the terms of the related debt agreements and charged to interest
     expense. Accumulated amortization was approximately $575,000 as of February
     28, 2002.

     Net Income(Loss) 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 (loss) per common
     share and diluted net (loss) per common share are computed by dividing net
     income (loss) 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. Previously reported share and per share information has been
     restated to give effect to a reverse stock split described in Note 8.

     The weighted average shares outstanding used in calculating net income
     (loss) per common share for the three months and six month periods ended
     February 28, 2002 and 2001 consisted of the following:
<TABLE>
<CAPTION>
                                             Three Months Ended           Six Months Ended
                                                February 28,                  February 28,
                                             2002          2001          2002          2001
                                             ----          ----          ----          ----
     Basic:
<S>                                       <C>            <C>           <C>           <C>
       Shares outstanding at
         beginning of period              49,826,455     5,084,773     5,084,606     5,084,606
       Issuance of fractional shares
         due to reverse stock split                -             -           167           167
          Issuance of new shares          11,125,900             -    33,712,059             -
                                          ----------  ------------    ----------   -----------
                Total                     60,952,355     5,084,773    38,796,832     5,084,773

     Effect of dilution:
       Convertible preferred stock        30,596,225             -    20,799,931             -
       Warrants                            5,018,430             -     3,176,848             -
       Options                             4,421,763             -     2,845,274             -
                                          ----------  ------------    ----------   -----------
         Diluted                         100,988,773     5,084,773    65,618,885     5,084,773
                                         ===========     =========    ==========     =========
</TABLE>
     New Accounting Standards - Effective in the fourth quarter of the year
     ended August 31, 2001, the Company adopted Emerging Issues Task Force
     ("EITF") Issue No. 00-14 "Accounting for Certain Sales Incentives" and
     Issue No. 00-25, "Accounting for

                                        8
<PAGE>
     Consideration from a Vendor to a Retailer in Connection with the Purchase
     or Promotion of the Vendor's Products." EITF Issue No. 00-14 provides
     guidance on the financial reporting of the cost of consumer coupons, among
     other items, in the consolidated statements of operations. EITF Issue No.
     00-25 provides guidance on the financial reporting of the costs associated
     with sales incentives provided to customers in the consolidated statements
     of operations. Under the new accounting standards, the cost of consumer
     coupons and sales incentives provided to retailers are reported as a
     reduction in net revenues. The Company previously reported the cost of
     consumer coupons and sales incentives provided to retailers as selling,
     general and administrative expenses. Prior year condensed consolidated
     financial statements have been reclassified to conform to the new
     requirements, and as a result, approximately $3,042,000 and $6,094,000 of
     amounts previously reported as selling, general and administrative expenses
     during the three and six month periods ended February 28, 2001,
     respectively, have been reclassified and reported as a reduction of net
     revenues.

     In August 2001, the Financial Accounting Standards Board issued SFAS No.
     144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
     which addresses the financial accounting for and the reporting of the
     impairment of long-lived assets and long-lived assets to be disposed of
     among other items. The Company is required to adopt SFAS No. 144 effective
     September 1, 2002. The Company does not believe the adoption of SFAS No.
     144 will have a material impact on its 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 (see Note
     7) 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 representing
     approximately 7.5% of the Company's 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 (see Note 8), and 100 shares of newly
     created Series B Preferred Stock, which together represent approximately
     77.5% of the Company's fully-diluted common shares. The 100 shares of
     Series B Preferred Stock were subsequently transferred by Sun Northland,
     LLC for nominal

                                        9
<PAGE>
     consideration to a limited liability company whose managing member is the
     Company's Chief Executive Officer and whose other members are 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 (see Note 7).

     The Company paid an affiliate of Sun Northland a fee of $700,000 as
     consideration for certain services performed in connection with structuring
     and negotiating the restructuring transaction. 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. This agreement 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 (see Note 7). 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 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.   DISPOSITION OF PRIVATE LABEL JUICE BUSINESS AND RELATED 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

                                        10
<PAGE>
     purchased contracts. In connection with the sale, the Company received from
     Cliffstar an unsecured, subordinated promissory note for $28,000,000 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.

     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. To date, Cliffstar has not provided the Company with
     earn-out calculations in accordance with the Asset Purchase Agreement and
     the Company has not recognized any income under the earn-out requirements.
     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.

     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, which was later amended on October 10, 2000
     and January 16, 2001. The lawsuit arises out of the sale of the net assets
     of the Company's private label juice business to Cliffstar in the
     transaction that closed on March 8, 2000. 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. The
     Company seeks compensatory damages in an amount in excess of $5,000,000,
     plus punitive damages for Cliffstar's breaches of its fiduciary duties and
     attorneys' fees.

     Cliffstar has 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

                                        11
<PAGE>
     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 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. Cliffstar seeks compensatory
     damages in an amount not stated in the counterclaims, punitive damages for
     the alleged fraudulent inducement and intentional interference claims, and
     attorneys' fees. The complaint does not seek rescission of the agreement,
     although Cliffstar reserves the right to seek recovery of rescission-type
     damages (among other damages) without seeking to unwind the transaction.
     The Company has denied the allegations of Cliffstar's counterclaims in all
     material respects.

     As of February 28, 2002, the note receivable from Cliffstar had an
     outstanding balance of $25,000,000 and the Company had other outstanding
     accounts receivable due from Cliffstar aggregating approximately
     $5,411,000. The action is in the final stages of discovery. On March 15,
     2002, the Company filed a motion for summary judgment with the court
     seeking dismissal of Cliffstar's fraud claim. A decision on the motion is
     anticipated in early June, 2002. It is the opinion of the Company's
     management, after consulting with outside legal counsel, that (1) the
     Company has strong claims for the required payments for cranberry
     concentrate, co-packing services and cranberry sauce sales and other
     alleged breaches of the agreements and these amounts owed the Company are
     valid and collectible; (2) the Company has strong factual and legal
     defenses in all material respects to Cliffstar's counterclaims; and (3) the
     note and accounts receivable due from Cliffstar as of February 28, 2002 are
     collectible. However, the resolution of the legal proceedings cannot be
     predicted with certainty at this time. In addition, management intends to
     vigorously defend the counterclaims and to pursue any claims the Company
     may have against Cliffstar, including any actions to collect the amounts
     outstanding.

     Cliffstar made the required $250,000 principal and related accrued interest
     payment on the note receivable that was due on May 31, 2000 on June 13,
     2000, and the Company, after consulting with its outside legal counsel,
     concluded that the payment was received late and, 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
     the resolution of this matter.

                                        12
<PAGE>
     Although the note is in default, the Company has classified the balance
     outstanding in the accompanying condensed 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, unless the
     court rules otherwise.

4.   DISPOSITION OF PRIVATE LABEL CRANBERRY SAUCE BUSINESS AND RELATED
     MANUFACTURING FACILITY

     On June 8, 2001, the Company sold the net assets of its private label
     cranberry sauce business and a related manufacturing facility in Mountain
     Home, North Carolina. The Company had net revenues of approximately
     $2,160,000 and $7,003,000 during the three and six month periods ended
     February 28, 2001, respectively, related to the private label sauce
     business and the activities related to producing and packing juice
     beverages for other customers at the Mountain Home facility. Other
     information with respect to gross profit and selling, general and
     administrative expenses is not available, as the Company's accounting
     system does not segregate such items by type of product.

5.   INVENTORIES

     Inventories as of February 28, 2002 and August 31, 2001 consisted of the
     following (in thousands):

                                           February 28, 2002   August 31, 2001

                Raw materials                   $15,675           $18,677
                Finished goods                    3,689             3,281
                Deferred crop costs               1,962             2,424
                                                -------           -------
                Total inventories               $21,326           $24,382
                                                =======           =======

6.   RESTRUCTURING CHARGES

     During the year ended August 31, 2000, the Company recorded an $8,250,000
     pre-tax restructuring charge, consisting primarily of a $6,000,000
     impairment writedown of a manufacturing facility in Bridgeton, New Jersey
     that discontinued production and closed on November 22, 2000, and
     $2,250,000 of plant closing costs and employee termination benefits.
     Approximately 130 employees received notification of their termination
     during the year ended August 31, 2000 as a result of the restructuring
     plan, primarily at the closed manufacturing facility and in the Company's
     sales department. All of the plant closing costs and employee termination
     benefits provided for at the time of the restructuring were paid during the
     year ended August 31, 2001, with the exception of approximately $456,000 of
     estimated obligations under a defined benefit pension plan which covered
     certain former Bridgeton employees, of which approximately $49,000 was paid
     during the six months ended February 28, 2002.

                                        13
<PAGE>
7.   REVOLVING LINE OF CREDIT FACILITY, LONG-TERM DEBT AND OBLIGATIONS
     SUBSEQUENTLY FORGIVEN OR EXCHANGED FOR COMMON STOCK

     Long-term debt as of February 28, 2002 and long-term debt and obligations
     subsequently forgiven or exchanged for common stock as of August 31, 2001
     consisted of the following (in thousands):

                                                      February 28,   August 31,
                                                          2002           2001

       Term loans payable                                $17,488     $      -
       Fee notes payable                                   3,610            -
       Restructured bank notes                            32,873            -
       Restructured insurance company note                20,341            -
       Revolving credit facility with banks                    -      139,305
       Term loans payable to insurance company                 -       19,096
       Other obligations                                   4,911        9,469
       Accrued interest on restructured obligations            -       14,181
                                                         -------     --------
       Total                                              79,223      182,051
       Less obligations subsequently forgiven or
         exchanged for common stock                            -       84,087
                                                         -------     --------
       Amounts to be paid                                 79,223       97,964

       Less current maturities of long-term debt          17,767       33,375
                                                         -------     --------

       Long-term debt                                    $61,456     $ 64,589
                                                         =======     ========

     As of August 31, 2001, the Company was not in compliance with various
     financial covenants contained in the agreements covering the revolving
     credit facility and the term loans payable to an insurance company and,
     accordingly, the borrowings thereunder were due on demand. However, as
     described below, these obligations were subsequently restructured on
     November 6, 2001 (see Note 2). Accordingly, the Company classified its
     long-term debt as of August 31, 2001, based on the terms of the subsequent
     restructuring.

     Under the terms of the amended revolving credit facility, interest was
     accrued and recorded at the banks' domestic rate (which approximated prime,
     as defined), plus 3.25%, while the loan was in default. The outstanding
     accrued interest due the banks aggregated approximately $12,891,000 as of
     August 31, 2001 and approximately $14,450,000 as of the November 6, 2001
     restructuring date.

     Prior to the Restructuring, the Company had a term loan with an insurance
     company payable in semi-annual installments, including interest at 8.08%,
     through July 1, 2004. In addition, the Company had a term loan with the
     same insurance company payable in semi-annual installments, including
     interest at 7.86%, through August 1, 2008. The outstanding principal
     balances on the 8.08% term loan and the 7.86% term loan were $11,376,865
     and $7,718,808, respectively as of August 31, 2001. The insurance company
     term loans provided for an additional 5% default interest to be paid on any
     unpaid scheduled principal

                                        14
<PAGE>
     and interest payments, which aggregated approximately $2,234,000 as of
     August 31, 2001. Interest on the remaining principal balances, which
     aggregated approximately $17,679,000 as of August 31, 2001, continued to
     accrue at the contracted rates. The outstanding accrued interest, including
     the additional default interest due, on the insurance company term loans
     aggregated approximately $1,279,000 as of August 31, 2001 and approximately
     $1,584,000 as of the November 6, 2001 restructuring date.

     Certain banks participating in the revolving credit facility agreed to
     accept aggregate cash payments of approximately $25,959,000 on November 6,
     2001, as the final settlement for approximately $79,291,000 of outstanding
     principal and interest due them as of such date. The difference
     (approximately $53,332,000), net of legal fees, other direct costs and
     income taxes, was recognized in accordance with SFAS No. 15, "Accounting
     for Debtors and Creditors for Troubled Debt Restructurings," as an
     extraordinary gain during the six months ended February 28, 2002.

     Certain other banks participating in the revolving credit facility agreed
     to accept an aggregate cash payment of approximately $12,429,000, 7,618,987
     shares of the Company's newly issued Class A Common Stock and new notes
     (the "Restructured Bank Notes") with a stated principal balance aggregating
     approximately $25,714,000, as the final settlement for approximately
     $74,463,000 of outstanding aggregate principal and interest due them as of
     the restructuring date. The total scheduled aggregate cash payments
     (principal and interest) required under the terms of the Restructured Bank
     Notes will be less than the aggregate amounts owed such participating banks
     under the former note, after deducting the cash payment made as of the date
     of the restructuring and the estimated fair value of the shares of common
     stock issued. The difference between the sum of the cash paid, the
     estimated fair value of the common stock issued and the scheduled estimated
     maximum future payments (principal and interest) required under the
     Restructured Bank Notes and the approximately $74,463,000 of outstanding
     principal and interest owed such banks as of the restructuring date of
     approximately $27,887,000 was recognized as an extraordinary gain, net of
     legal fees, other direct costs and income taxes, during the six months
     ended February 28, 2002. The future cash payments required under the
     Restructured Bank Notes are to be applied against the Company's adjusted
     carrying value of the Restructured Bank Notes, with generally no interest
     expense recognized for financial reporting purposes, in accordance with
     SFAS No. 15, as long as the Company makes the scheduled payments in
     accordance with the Restructured Bank Notes and there are no changes to the
     interest rate.

     Payments are due monthly under the Restructured Bank Notes based on the
     prime interest rate, as defined, plus 1% (5.75% as of February 28, 2002),
     applied against the outstanding stated principal balance of the
     Restructured Bank Notes, with an additional $1,700,000 payable on November
     6, 2002 and additional monthly payments of approximately $133,000 due
     commencing on December 1, 2003 and continuing through October 1, 2006, with
     a final payment of approximately $19,345,000 due on November 1, 2006. In
     addition, the Company is required to pay the agent bank an annual agency
     fee of 0.25% of the outstanding stated principal balance due on such notes
     as of the date of the restructuring and on each anniversary date thereof
     during the term of the notes. The Restructured Bank Notes

                                        15
<PAGE>
     are collateralized by specific assets of the Company and the Company is
     required to make certain mandatory prepayments to the extent of any net
     proceeds received from the sale of such collateralized assets or to the
     extent that a note received in connection with the sale of such assets, or
     assets previously sold, is collected. The applicable prepayments are to be
     applied in inverse order against the stated additional payments due under
     the Restructured Bank Notes, commencing with the November 1, 2006 scheduled
     payment.

     On November 6, 2001, the Company and the insurance company holding the two
     term loans entered into a new loan agreement which restructured and
     modified the terms of the two original loan agreements (with an aggregate
     outstanding principal and interest balance of approximately $20,680,000 as
     of the restructuring date) under which the Company issued a new note to the
     insurance company (the "Restructured Insurance Company Note") with a stated
     principal amount of approximately $19,096,000 and a stated interest rate of
     5% for the first two years of the note, increasing by 1% annually
     thereafter, with a maximum interest rate of 9% in the sixth and final year
     of the Restructured Insurance Company Note. The Restructured Insurance
     Company Note is payable in monthly installments of approximately $186,000
     commencing December 1, 2001, adjusted periodically as the stated interest
     rate increases, with a final payment of approximately $11,650,000 due
     November 1, 2007. The Restructured Insurance Company Note may require an
     acceleration of principal payments of approximately $17,000 per month,
     should the Company's required per barrel price paid to contract growers
     exceed $32 per barrel, as defined, and continue for the remaining term of
     the Restructured Insurance Company Note, as long as the price equals or
     exceeds $32 per barrel. The Restructured Insurance Company Note is
     collateralized by specific assets of the Company. Under SFAS No. 15, no
     gain was recognized on the restructuring and modification of the term
     loans, as the total scheduled principal and interest payments due under the
     Restructured Insurance Company Note are in excess of the amounts owed the
     insurance company as of the date of the restructuring, with the excess
     (approximately $4,406,000) recognized as interest expense over the term of
     the Restructured Insurance Company Note, using the interest method. The
     effective interest rate recognized for financial reporting purposes
     approximates 4.5%.

     In addition, in connection with the restructuring, the Company restructured
     certain obligations owed to other creditors that resulted in approximately
     $3,465,000 of forgiveness of indebtedness that was recognized as an
     extraordinary gain, net of legal fees, other direct costs and income taxes,
     during the six months ended February 28, 2002.

     The extraordinary gain on the forgiveness of indebtedness recognized during
     the six months ended February 28, 2002, is summarized as follows (in
     thousands):

               Forgiveness of indebtedness:
                 Revolving credit facility with banks        $ 81,219
                  Other obligations                             3,465
                                                                -----
                      Total                                    84,684
               Less legal fees and other direct costs           1,385
                                                                -----
               Extraordinary gain                              83,299
               Less income taxes                               32,800
                                                               ------
               Net extraordinary gain                        $ 50,499
                                                             ========

                                        16
<PAGE>
     The other obligations consist of various term loans and vendor obligations,
     which as of August 31, 2001, included approximately $3,465,000 of
     restructured obligations subsequently forgiven. Principal and interest on
     the obligations remaining after the restructuring are due in various
     amounts through November 2005, with interest ranging from 0% to 12%. The
     obligations are generally collateralized by specific assets of the Company.

     On November 6, 2001, the Company entered into a Loan and Security Agreement
     (the "Agreement") with Foothill and Ableco that provides for a revolving
     credit facility and two term loans. The Company has the ability to borrow,
     subject to certain terms and conditions, up to $30,000,000 in accordance
     with a revolving credit facility, which expires on November 6, 2006.
     Interest on the revolving credit facility is payable monthly at the greater
     of prime, as defined, plus 1%, or 7% (7% as of February 28, 2002). As of
     February 28, 2002, there was approximately $5,361,000 of outstanding
     borrowings under this facility. Approximately $6,400,000 of additional
     borrowings were available to the Company under the facility as of February
     28, 2002.

     The Agreement provides for two term loans in the amount of $10,000,000
     each, Term Loans A and B. Interest on the term loans is payable monthly at
     the greater of prime, as defined, plus 1%, or 7%. Principal payments of
     approximately $167,000 per month are required under Term Loan A commencing
     December 1, 2001 and continuing through November 1, 2006. Minimum principal
     payments of $625,000 per quarter are required under Term Loan B, commencing
     November 30, 2001 and continuing through August 31, 2005. Accelerated
     principal payments may be required based on collection of related
     collateral.

     As part of the consideration to Foothill and Ableco to provide the new
     credit facilities to the Company, the Company 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.

     The revolving credit facility, the term loans and the fee notes are
     collateralized by substantially all the Company's assets that are not
     otherwise collateralized, as defined in the Agreement.

     The debt agreements contain various covenants which include prohibitions on
     dividends and other distributions to shareholders, as well as repurchases
     of stock. Further, property and equipment expenditures are restricted and
     the Company is required to maintain and meet certain operating performance
     levels, as defined.

     For financial reporting purposes, the outstanding accrued interest on the
     restructured obligations of approximately $14,181,000 as of August 31, 2001
     was included with long-

                                        17
<PAGE>
     term debt. The obligations subsequently forgiven and the portion of the
     revolving credit facility with various banks that was exchanged for common
     stock, aggregating approximately $83,411,000 and $676,000, respectfully,
     was classified as a noncurrent liability for financial reporting purposes,
     as such amounts were not to be paid as part of the restructuring.

8.   SHAREHOLDERS' EQUITY (DEFICIENCY IN ASSETS) AND REDEEMABLE PREFERRED STOCK

     The authorized common stock of the Company as of August 31, 2001 consisted
     of 60,000,000 shares of Class A Common Stock and 4,000,000 shares of Class
     B Common Stock. On November 5, 2001, the Class B Common Stock shareholders
     voluntarily converted their shares, pursuant to the terms of the Company's
     Articles of Incorporation, into shares of Class A Common Stock on a
     one-for-one basis. The shares of Class A Common Stock are entitled to one
     vote per share and the shares of Class B Common Stock were entitled to
     three votes per share.

     Effective November 5, 2001, the Company's Articles of Incorporation were
     amended (i) effecting a one-for-four reverse stock split of the Class A
     Common Stock and Class B Common Stock (with fractional shares resulting
     from such reverse stock split being rounded up to the next whole share);
     (ii) creating and authorizing the issuance of up to 2,000,000 shares of
     preferred stock, $.01 par value per share, designated as Series A Preferred
     Stock; and (iii) creating and authorizing the issuance of 100 shares of
     preferred stock, $.01 par value per share, designated as Series B Preferred
     Stock. All previously reported share and per share information included in
     the condensed consolidated financial statements has been restated to give
     effect to the reverse stock split. The Company was previously authorized to
     issue 5,000,000 shares of preferred stock with a par value of $.01, and no
     such shares were issued.

     An amendment to the Company's Articles of Incorporation increasing the
     authorized Class A Common Stock from 60,000,000 shares to 150,000,000
     shares was approved by the shareholders of the Company at the 2002 Annual
     Meeting of Shareholders and became effective on February 4, 2002.
     Immediately upon the effectiveness of this amendment, each of the then
     outstanding Series A Preferred shares was automatically converted into 25
     shares of Class A Common Stock. As a result of the amendment, 1,668,885
     Series A Preferred shares were converted into 41,722,125 Class A Common
     Stock of the Company on February 4, 2002. There are currently no Series A
     Preferred Stock of the Company outstanding.

     Stock Options - On November 6, 2001, the Company adopted the 2001 Stock
     Option Plan (the "2001 Plan"), which provided for the issuance of options
     to purchase up to 5,014,081 shares of Class A Common Stock to certain
     officers, key employees and consultants in connection with the debt and
     equity restructuring described in Note 2. Stock options granted under the
     2001 Plan are exercisable at a price of $.08878 per share, which is
     equivalent to the per share price paid by Sun Northland, LLC for the
     Company's shares of

                                        18
<PAGE>
     Class A Common Stock. The options generally vest one-fourth annually
     beginning on November 6, 2002 and expire on November 6, 2011. The 2001 Plan
     has a change in control clause, which provides that all options under the
     2001 Plan which have been granted which are not exercisable as of the
     effective date of the change in control will automatically accelerate and
     become exercisable upon the effective date of a subsequent change in
     control.

     Warrants to Purchase Common Stock - As part of the consideration to
     Foothill and Ableco to provide credit facilities to the Company, Foothill
     and Ableco received warrants to purchase up to a total of 5,086,106 shares
     of Class A Common Stock, or approximately 5% of the Company's fully-diluted
     common shares, at an exercise price of $.01 per share. The warrants expire
     on November 6, 2011 (see Note 2).

     Redeemable Preferred Stock - The Series B Preferred Stock has no voting
     rights and no dividend preference. In the event of liquidation, the shares
     of Series B Preferred Stock have a preference in liquidation after any
     outstanding shares of Series A Preferred Stock equal to the par value of
     each share of Series B Preferred Stock. The Series B Preferred Stock is
     subject to mandatory redemption upon (i) the consummation of a transaction
     following which neither Sun Northland, LLC, nor its affiliates owns or
     controls securities possessing at least 10% of the voting power of the
     Company, or (ii) the distribution of assets to holders of the Company's
     capital stock upon the sale of substantially all the Company's assets. The
     redemption price in such a circumstance varies depending upon the number of
     shares of Series B Preferred Stock then outstanding and the internal rate
     of return (as defined in the Articles of Incorporation) recognized by Sun
     Northland, LLC in connection with the event triggering such redemption.
     Generally, the redemption price in such circumstances is zero if Sun
     Northland, LLC's internal rate of return is less than or equal to 40%, and
     increases as Sun Northland, LLC's internal rate of return increases. The
     100 shares of Series B Preferred Stock that the Company sold to Sun
     Northland, LLC in the debt and equity restructuring 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 other members are officers of the Company.

9.   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
     on income before extraordinary gain for either the three or six month
     periods ended February 28, 2002 due to the utilization of certain net
     operating loss carryforwards for which no benefit had been previously
     provided. A tax benefit of approximately $2,100,000 was recognized in the

                                        19
<PAGE>
     three months ended February 28, 2001 for certain refunds related to farm
     loss carry backs which were received in that period.

     As described in Notes 2 and 7, 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 estimated income tax effect of this gain resulted
     in the recognition of an income tax benefit of $32,800,000 for financial
     reporting purposes as of August 31, 2001 and a charge to the extraordinary
     gain for income taxes of a like amount for the six month period ended
     February 28, 2002. 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.



                                        20
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
----------------------------------------------------------
         CONDITION AND RESULTS OF OPERATIONS
         -----------------------------------

GENERAL

In fiscal 2001 and the first two months of the first quarter of fiscal 2002, we
continued to experience substantial difficulty generating sufficient cash flow
to meet our obligations on a timely basis. We failed to make certain scheduled
monthly interest payments under our revolving credit facility, and were not in
compliance with several provisions of our former revolving credit agreement and
other long-term debt agreements through November 5, 2001. We were often
delinquent on various payments to third party trade creditors and others. The
industry-wide cranberry oversupply continued to negatively affect cranberry
prices. Continued heavy price and promotional discounting by Ocean Spray and
other regional branded competitors, combined with our inability to fund a
meaningful marketing campaign, resulted in lost distribution and decreased
market share of our products in various markets. We had reached the maximum on
our then existing line of credit.

Although we were successful in retaining distribution in many markets, the lack
of sufficient working capital limited our ability to promote our products. 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, or else we believed we
were 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 a series of transactions with Sun Northland,
LLC (an affiliate of Sun Capital Partners, Inc., a private equity investment
firm headquartered in Boca Raton, Florida), which we refer to as "Sun
Northland", and with members of our then-current bank group and our new secured
lenders, Foothill Capital Corporation and Ableco Finance LLC, that resulted in
the restructuring of our debt and equity capital structure and a change of
control of the company. We refer to these transactions collectively 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 Common 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 a Stock Purchase Agreement with us, pursuant to which Sun
Northland assigned its rights to the Assignment, Assumption and Release
Agreements to us and gave us $7.0 million in cash, in exchange for (i)
37,122,695 Class A Common shares, (ii) 1,668,885 Series A Preferred shares (each
of which converted into 25 Class A Common shares, or a total of 41,722,125 Class
A Common shares, on February 4, 2002), 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

                                        21
<PAGE>
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 Common shares to Foothill Capital Corporation and Ableco Finance LLC,
which warrants are immediately exercisable and have an exercise price of $.01
per share.

In addition to the Restructuring, we also restructured and modified the terms of
approximately $20.7 million in outstanding borrowings under two term loans with
an insurance company, consolidating those two term loans into one new note with
a stated principal amount of approximately $19.1 million and a stated interest
rate of 5% for the first two years of the note, increasing by 1% annually
thereafter, with a maximum interest rate of 9% in the sixth and final year. We
also renegotiated the terms of our unsecured debt arrangements with certain of
our larger unsecured creditors, resulting in the forgiveness of approximately
$3.5 million of additional indebtedness previously owing to those creditors.

As a result of the Restructuring, Sun Northland controls approximately 94.4% of
our total voting power through (i) the Class A Common shares, including the
Series A Preferred shares subsequently converted into Class A Common shares,
issued to Sun Northland, and (ii) the additional 7,618,987 Class A Common shares
over which Sun Northland exercises voting control pursuant to a Stockholders'
Agreement that we entered into with Sun Northland and other shareholders in
connection with the Restructuring. Assuming full vesting over time of the
options to acquire Class A Common shares that we issued to key employees in the
Restructuring, Sun Northland owns approximately 77.5% of our fully-diluted Class
A Common shares.

See Notes 2 and 7 of Notes to Condensed Financial Statements for a further
discussion of the Restructuring.

In December 2001, we entered into an agreement terminating our lease of two
cranberry marshes in Nantucket, Massachusetts. Under the terms of the agreement,
we transferred certain equipment used in the operation of the marshes to the
lessor in exchange for the early termination of the lease (the original term of
which continued through December, 2003) and a full release of all of our past
and future obligations under the lease.

The cranberry industry experienced three consecutive nationwide bumper crops
culminating with the 1999 harvest. This was followed by what we believe were
inadequate volume regulations under United States Department of Agriculture
cranberry marketing orders for the 2000 and 2001 crop years, resulting in large
levels of excess cranberry inventories held by industry participants and
depressed cranberry prices. To date in fiscal 2002, we have observed moderately
increasing prices. In February 2002, the Cranberry Marketing Committee met to
consider whether to implement a marketing order for the 2002 crop year. No
consensus was reached and, to date, the Committee has not recommended that the
United States Department of Agriculture adopt a volume regulation. It is

                                        22
<PAGE>
unknown at this time whether a volume regulation will be adopted for the 2002
crop year and what impact any or no regulation will have on our results of
operations or financial condition.

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, and 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.

We believe that as a result of the Restructuring, we have sufficient working
capital and borrowing capacity to once again aggressively market and support the
sale of our Northland and Seneca brand juice products in fiscal 2002.

We adopted Emerging Issues Task Force ("EITF") Issue No. 00-14, "Accounting for
Certain Sales Incentives" and Issue No. 00-25, "Accounting for Consideration
from a Vendor to a Retailer in Connection with the Purchase or Promotion of the
Vendor's Products," effective in the fourth quarter of fiscal 2001. Under these
new accounting standards, the cost of sales incentives provided to retailers
(which we refer to as "trade spending and slotting") and consumer coupons are
reported as a reduction in net revenues. We previously reported these costs as
selling, general and administrative expenses. We reclassified the condensed
consolidated statements of operations for the three month and six month periods
ended February 28, 2001 to conform to the new requirements, and as a result,
approximately $3.0 million and $6.1 million, respectively, of amounts previously
reported as selling, general and administrative expenses have been reclassified
and reported as a reduction of net revenues.

With our new debt and equity capital structure following the Restructuring, we
believe we are in a position to build on the operational improvements we put in
place in fiscal 2001. Our focus for fiscal 2002 is on improving our operations
and reducing debt through a balanced marketing approach with an emphasis on
profitable growth.

                                        23
<PAGE>
RESULTS OF OPERATIONS

Total net revenues for the three months ended February 28, 2002 were $24.0
million, a decrease of 18.4% from net revenues of $29.4 in the prior year's
second quarter. Net revenues for the six months ended February 28, 2002 were
$54.3 million, a decrease of 23.6% from net revenues of $71.1 million in the
prior year's second quarter. The decrease resulted primarily from (i) reduced
sales of Northland and Seneca branded products; and (ii) the sale of our
cranberry sauce business and a manufacturing facility in June 2001, which
reduced co-packing revenue and revenue from cranberry sauce sales and which
accounted for approximately $2.2 million and $7.0 million of net revenues,
respectively, for the three month and six month periods ended February 28, 2001.
These net revenue decreases were offset by (i) increased sales of cranberry
concentrate; and (ii) reduced trade spending and consumer coupons (which are
reported as a reduction of gross revenues). Trade industry data for the 12-week
period ended February 24, 2002 showed that our Northland brand 100% juice
products achieved a 5.1% market share of the supermarket shelf-stable cranberry
beverage category on a national basis, down from a 7.9% market share for the
12-week period ended February 25, 2001. The total combined market share of
supermarket shelf-stable cranberry beverages for our Northland and Seneca
branded product lines was 5.2% for the 12-week period ended February 24, 2002
compared to a 9.0% market share for the 12-week period ended February 25, 2001.

On January 25, 2002, we were notified by Nestle USA ("Nestle"), a customer for
whom we produce and package juice beverages, of its intention to transfer
production and packing of bottled beverages to our principal competitor, Ocean
Spray Cranberries, Inc., over the next six to nine months. Nestle has notified
us that it does not intend to transfer production of canned juice beverages, so
we anticipate that we will continue to produce and package canned juice
beverages for Nestle. We had net revenues from production and packing of bottled
beverages for Nestle of approximately $1.5 million and $3.1 million in the three
and six month periods ended February 28, 2002, respectively. We are currently
considering various alternatives with respect to the utilization of our
manufacturing facilities and replacing the Nestle business.

In fiscal year 2001, due to our general lack of available cash, we were unable
to fund a meaningful advertising campaign. In fiscal year 2002, following our
Restructuring, we were able to once again resume media advertising of our
Northland brand 100% juice cranberry blends. We believe the resumption of media
advertising, combined with our trade promotion spending, will provide a more
balanced marketing approach which we expect will result in net revenues in the
second half of fiscal year 2002 exceeding net revenues during the first half of
fiscal year 2002.

Cost of sales for the three months ended February 28, 2002 was $16.7 million
compared to $22.1 million for the second quarter of fiscal 2001, resulting in
gross margins of 30.4% and 24.8% in each respective period. Cost of sales for
the six months ended February 28, 2002 was $37.4 million compared to $53.9
million for the second quarter of fiscal 2001, resulting in gross margins of
31.1% and 24.2% in each respective period. The increase in gross margins in the
second quarter and the first six months of fiscal 2002 was primarily the result
of reduced manufacturing costs which were impacted by improved cost controls,
improved utilization of manufacturing capacity and lower cranberry costs.

                                        24
<PAGE>
Selling, general and administrative expenses were $6.6 million, or 27.5% of net
revenues, for the three months ended February 28, 2002, compared to $6.6
million, or 22.4% of net revenues, in the prior year's second fiscal quarter.
During the three months ended February 28, 2002, we increased media advertising
expense significantly while decreasing wages, consulting, legal and depreciation
expenses, which resulted in similar levels of selling, general and
administrative expenses compared to the second quarter of 2001. For the six
months ended February 28, 2002, selling, general and administrative expenses
were $12.5 million compared to $12.7 million in fiscal 2001. Included in the
fiscal 2002 amount were approximately $1.3 million of charges relating to the
Restructuring. After these restructuring charges, the recurring expenses were
approximately $11.2 million, or 20.6% of net revenues. The reduction in expense
(after the restructuring charges) between fiscal years resulted primarily from
reduced wages, consulting expenses, legal expenses and depreciation, offset by
increased media advertising. During the three months ended February 28, 2002, we
sold an office facility in Wisconsin Rapids for its carrying value. The gain on
disposal of property and equipment in the six-month period ending February 28,
2001 of $0.4 million resulted primarily from the sale of certain other real
estate and other assets.

Interest expense was $1.2 million and $4.3 million for the three and six-month
periods ended February 28, 2002, compared to $4.8 million and $9.5 million
during the same periods of fiscal 2001. The decrease resulted primarily from
reduced debt levels following our Restructuring. Interest expense in the
remaining quarters of fiscal 2002 will be lower than comparable quarters in the
prior year because of these reduced debt levels. See "Financial Condition"
below.

Interest income of $0.6 million and $1.3 million for the three and six month
periods ended February 28, 2002 and $0.7 million and $1.4 million in the
comparable periods of fiscal 2001 is associated with an unsecured, subordinated
promissory note receivable from Cliffstar Corporation.

In the three and six month periods ended February 28, 2002 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. The income tax
benefit recognized in the second quarter of fiscal 2001 related to a refund from
a farm loss carry back received in that period.

In the first quarter of fiscal 2002, we realized an extraordinary 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. The extraordinary gain was further reduced by $32.8 million
of income taxes resulting in a net extraordinary gain of $50.5 million.

FINANCIAL CONDITION

Net cash provided by operating activities was $10.9 million in the first six
months of fiscal 2002 compared to $0.8 million in the same period of fiscal
2001. Income before extraordinary item plus depreciation and amortization was
$4.1 million in the first six months of fiscal 2002 compared to $4.0 million in
the comparable period of fiscal 2001. Decrease in receivables, prepaid expenses
and other current assets provided $3.1 million of cash in the first six months
of fiscal 2002 compared to $9.7 million in the first six months of fiscal 2001.
Accounts payable and accrued liabilities provided

                                        25
<PAGE>
cash of $0.6 million in the first six months of fiscal 2002 compared to a use of
cash of $14.3 million in the first six months of fiscal 2001. The decrease in
payables and accrued liabilities in the first six months of fiscal 2002
primarily resulted from a reduction in operating costs. Inventories decreased
$3.1 million in the first six months of fiscal 2002 compared to $0.7 million in
the first six months of fiscal 2001. This year's decrease resulted from lower
growing and harvesting costs, as well as continued improvement in our management
of raw material inventory levels.

Working capital was $3.7 million at February 28, 2002 compared to $31.6 million
at August 31, 2001. However, at August 31, 2001, working capital included a
$32.8 million deferred income tax asset which was realized during the first
quarter of fiscal 2002. The current ratio exclusive of the current deferred
income tax asset was 1.1 to 1.0 at February 28, 2002, compared to 1.0 to 1.0 at
August 31, 2001.

Net cash provided by investing activities was $2.4 million in the first six
months of fiscal 2002 compared to $0.8 million in the similar period of fiscal
2001. Collections on the note receivable from Cliffstar Corporation contributed
toward the positive cash flow in both fiscal periods. Proceeds from the disposal
of assets in the first six months of fiscal 2002 were primarily the result of
the sale of an office facility in Wisconsin Rapids for $1.3 million. Other
proceeds from disposals of property and equipment provided $0.2 million, offset
by property and equipment purchases of $0.1 million. In fiscal 2001, proceeds
from disposals of property and equipment provided $0.5 million, offset by
property and equipment purchases of $0.2 million.

Net cash used in financing activities was $14.4 million in the first six months
of fiscal 2002 compared to $0.9 million in the same period of the prior year. 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 Class A Preferred Stock. These
proceeds were used to pay various banks in settlement of our previous revolving
credit facility (see "General" and Notes 2 and 7 of Notes to Condensed
Consolidated Financial Statements) and to pay various debt issuance costs. Also,
payments were made on long-term debt and other obligations of $4.3 million in
the first six months of fiscal 2002 and $0.9 million in the same period of
fiscal 2001.

The following schedule sets forth our contractual long-term debt obligations as
of February 28, 2002 (in thousands):

                             Payments Due by Period
                             ----------------------

    ---------------------------------------------------------------------------
                      Total     Less than  2-3 years  4-5 years  After 5 years
                                1 year
    ---------------------------------------------------------------------------
    Long-Term Debt    $79,223   $17,767    $12,981    $13,686    $34,780
                      =======   -------    -------    -------    -------
    ---------------------------------------------------------------------------

We have multiple-year crop purchase contracts with 45 independent cranberry
growers pursuant to which the Company has contracted to purchase all of the
cranberries harvested from up to 1,948 contracted acres owned by these growers,
subject to federal marketing order limitations. These

                                        26
<PAGE>
contracts last for five years, starting with the 1999 calendar year crop, and
automatically renew after every harvest, unless cancelled, and pay the growers
at a market rate, as defined, for all raw cranberries delivered (plus $3 per
barrel in certain circumstances) and certain incentives for premium cranberries.

As of February 28, 2002, we had outstanding borrowings of $5.4 million under our
$30.0 million revolving credit facility with Foothill and Ableco. As of February
28, 2002, we had approximately $6.4 million of unused borrowing availability
under the facility. We believe that we will be able to fund our ongoing
operational needs for the remainder of fiscal 2002 through (i) cash generated
from operations; (ii) financing available under our revolving credit facility
with Foothill and Ableco; (iii) intended actions to reduce our near-term working
capital requirements; and (iv) additional measures to reduce costs and improve
cash flow from operations.

As of February 28, 2002, we were in compliance with all of our debt
arrangements.

                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 return to profitability, sales and marketing
strategies, expected levels of trade and marketing spending, anticipated market
share of our branded products, expected levels of interest expense and net
revenues, 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
continued consumer acceptance of our branded juice products, including consumer
acceptance of our "27% Solution"; (iv) the disposition of certain litigation
related to the sale of the net assets of our private label juice business; (v)
the impact of a marketing order or lack of a marketing order of the United
States Department of Agriculture relative to the 2002 crop year, as well as any
potential cranberry purchase program adopted by the United States Congress; (vi)
agricultural factors affecting our crop and the crop of other North American
growers; and (vii) 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

                                        27
<PAGE>
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 and recent debt and equity
restructuring.


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 February 28, 2002, an increase of 1.0% in market
interest rates would increase annual interest expense by approximately $0.3
million.


                                        28
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.
---------------------------

There was no material change in our litigation with Cliffstar during the second
quarter of fiscal 2002.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.
---------------------------------------------------

On November 6, 2001, in connection with the Restructuring and pursuant to the
terms of a Stock Purchase Agreement, we issued (i) 37,122,695 Class A Common
shares, (ii) 1,668,885 Series A Preferred shares, and (iii) 100 shares of our
Series B Preferred Stock to Sun Northland. Each Series A Preferred share was
automatically convertible into 25 Class A Common shares (subject to adjustment
upon the happening of certain dilutive events) immediately upon the
effectiveness of an amendment to our Articles of Incorporation having the effect
of increasing the number of authorized Class A Common shares to a number
sufficient to provide for the issuance of Class A Common shares upon conversion
of all of the Series A Preferred shares at the conversion rate then in effect.
An amendment to the Company's Articles of Incorporation increasing the
authorized Class A Common from 60,000,000 shares to 150,000,000 shares was
approved by the shareholders of the Company at the 2002 Annual Meeting of
Shareholders and became effective on February 4, 2002. Immediately upon the
effectiveness of this amendment, each of the then outstanding Series A Preferred
shares was automatically converted into 25 shares of Class A Common Stock. As a
result of the amendment, 1,668,885 Series A Preferred shares were converted into
41,722,125 Class A Common shares of the Company on February 4, 2002. There are
currently no Series A Preferred shares of the Company outstanding.

ITEM 4.  SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS.
--------------------------------------------------------------

The following matters were submitted to a vote of our shareholders at the Annual
Meeting of Shareholders held on January 30, 2002:

A.   Election of Directors
     ---------------------

The following six individuals were elected by the shareholders to serve as
directors of the Company to hold office until the next annual meeting of our
shareholders and until their successors are duly qualified and elected:

         By Class A Common Stock:
                                             Total              Votes
                                             Votes           Withholding
                                          Voted "For"         Authority
                                          -----------         ---------
         John Swendrowski                  41,549,613          264,851
         Marc J. Leder                     41,566,279          248,185
         Rodger R. Krouse                  41,567,528          246,936
         David Kreilein                    41,566,872          247,592
         Clarence E. Terry                 41,567,193          247,271
         Kevin J. Calhoun                  41,567,302          247,162

         By Series A Preferred Stock (1,668,885 shares, each with 25 votes):
                                             Total              Votes
                                             Votes           Withholding
                                          Voted "For"         Authority
                                          -----------        ----------
         John Swendrowski                  41,722,125                0
         Marc J. Leder                     41,722,125                0
         Rodger R. Krouse                  41,722,125                0
         David Kreilein                    41,722,125                0
         Clarence E. Terry                 41,722,125                0
         Kevin J. Calhoun                  41,722,125                0

                                       29
<PAGE>
B.   Amendment to Increase Authorized Shares
     ---------------------------------------
A proposal to approve an amendment to our Articles of Incorporation to increase
the number of authorized shares of Class A Common Stock, $.01 par value, from
60,000,000 to 150,000,000.

         By Class A Common Stock:
               Votes        Votes         Votes             Broker
               -----        -----         -----             ------
                For        Against      Abstaining         Non-Votes
                ---        -------      ----------         ---------
             39,211,579     299,449       33,857          2,269,579

         By Series A Preferred Stock (1,668,885 shares, each with 25 votes):
               Votes        Votes         Votes             Broker
               -----        -----         -----             ------
                For        Against      Abstaining         Non-Votes
                ---        -------      ----------         ---------
             41,722,125      0              0               N/A

C.   Consent Amendment
     -----------------
A proposal to approve an amendment to our Articles of Incorporation which would,
generally speaking, allow for certain actions to be taken by written consent of
less than all of our shareholders.

         By Class A Common Stock:
               Votes        Votes         Votes             Broker
               -----        -----         -----             ------
                For        Against      Abstaining         Non-Votes
                ---        -------      ----------         ---------
             39,164,801     330,581       49,503            2,269,579

         By Series A Preferred Stock (1,668,885 shares, each with 25 votes):
               Votes        Votes         Votes             Broker
               -----        -----         -----             ------
                For        Against      Abstaining         Non-Votes
                ---        -------      ----------         ---------
             41,722,125       0             0                N/A

ITEM 5. OTHER INFORMATION.
-------------------------
At the regular meeting of the Board of Directors of the Company held on January
30, 2002, the Board unanimously voted to create standing Audit and Compensation
Committees. Kevin J. Calhoun and David L. Kreilein were appointed to serve as
members of the Audit Committee, with Mr. Kreilein serving as Chairman of the
Committee. Rodger R. Krouse, Clarence E. Terry and David L. Kreilein were
appointed to serve as members of the Compensation Committee, with Mr. Krouse
serving as Chairman of the Committee.

At the regular meeting of the Board of Directors of the Company held on January
30, 2002, the Board also unanimously voted to increase the size of the Board of
Directors from six to eight members. Pursuant to a Unanimous Consent Action of
the Board of Directors effective February 20, 2002, Patrick J. Sullivan and
George R. Rae were appointed to serve as members of the Board until the next
annual meeting of the shareholders of the Company and the election and
qualification of their successors.

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
     No Current Reports on Form 8-K were filed during the second quarter of
     fiscal 2002.

                                        30
<PAGE>
                                    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: April 12, 2002           By:/s/ Richard P. Teske
                                      -------------------------------------
                                      Richard P. Teske
                                      Vice President and Chief Financial Officer




                                        31
<PAGE>
                                  EXHIBIT INDEX


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

3.1            Amendments to the Company's Articles of Incorporation.

3.2            Articles of Incorporation, as amended, effective February 4,
               2002.

3.3            Amendments to the By-Laws of the Company, effective January 30,
               2002.

3.4            By-Laws of the Company, as amended, effective January 30, 2002.

10.1           Stock Option Agreement dated as of November 6, 2001 by and
               between the Company and John Swendrowksi.

10.2           Form of Stock Option Agreement dated as of November 6, 2001 by
               and between the Company and certain executive officers.




                                        32