SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q


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


                  For the quarterly period ended March 31, 2002

                                       OR


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

            For the transition period of               to
                                         ____________      ____________

                        Commission file number: 000-10981
                                                ---------

                          EVERGOOD PRODUCTS CORPORATION


          Delaware                                              13-2640515
--------------------------------------------------------------------------------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

175 Lauman Lane, Hicksville, NY                                   11801
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)


Registrant's telephone number, including area code   (516)  822-1230
                                                     ---------------

Check  whether  the  registrant  (1) 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    ( )


As of May 8, 2002, the registrant had 4,475,957 shares outstanding of its Common
--------------------------------------------------------------------------------
Stock, $.01 par value.
----------------------
<PAGE>
EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES

Index

                                                                            Page


Part I.  Financial Information

 Item 1. Unaudited Consolidated Financial Statements

           Balance Sheets
            December 31, 2001 and March 31, 2002                             3-4

           Statements of Operations
            For the Three Months Ended March 31, 2001 and 2002                 5

           Statements of Cash Flows
            For the Three Months Ended March 31, 2001 and 2002               6-7

           Notes to Consolidated Financial Statements                       8-13

 Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                        13-19

 Item 3. Quantitative and Qualitative Disclosures About Market Risk           19


Part II. Other Information

 Item 1. Legal Proceedings                                                 20-22

 Item 6. Exhibits and Reports on Form 8-K                                     23


Signatures                                                                    25

                                       2
<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements

EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
                                                         December 31,            March 31,
                                                            2001                   2002
                                                         ---------------------------------
<S>                                                      <C>                   <C>
Assets
  Current Assets
   Cash                                                  $   358,606           $   489,973
   Accounts receivable - less allowance for doubtful
    accounts of $1,423,535 and $1,462,295 for
    2001 and 2002, respectively                            6,033,125             8,443,024
   Accounts receivable - related party - less allowance
    for doubtful accounts of $677,910 and $730,480
    for 2001 and 2002, respectively                               -                      -
   Current maturities of notes receivable - net               35,304                55,595
   Inventory                                               9,543,451            11,222,398
   Deferred tax asset                                      1,937,000             1,877,000
   Deferred franchising costs                                 20,500                12,000
   Prepaid income taxes                                      326,455               317,680
   Prepaid expenses                                        2,346,260             1,314,776
                                                         -----------           -----------
                                                          20,600,701            23,732,446
                                                         -----------           -----------
  Fixed Assets - net                                       3,383,371             3,769,482
                                                         -----------           -----------
  Other Assets
   Notes receivable - net of current maturities               36,764                45,743
   Deferred tax asset                                        334,000               314,000
   Intangible assets - net                                   269,331               109,481
   Other assets                                               15,416                15,416
                                                         -----------           -----------
                                                             655,511               484,640
                                                         -----------           -----------
                                                         $24,639,583           $27,986,568
                                                         ===========           ===========
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>

                                       3
<PAGE>
EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
                                                         December 31,            March 31,
                                                            2001                   2002
                                                         ---------------------------------
<S>                                                      <C>                   <C>

Liabilities and Stockholders' Equity
  Current Liabilities
   Accounts payable                                      $12,818,743           $16,486,598
   Accrued expenses                                        1,739,087             1,596,110
   Unearned franchise fees                                   132,500               112,500
   Current maturities of long-term debt                      240,000               240,000
                                                         -----------           -----------
                                                          14,930,330            18,435,208
                                                         -----------           -----------
  Other Liabilities
   Loan payable                                            6,689,526             6,552,672
   Long-term debt - net of current maturities              1,015,500               955,500
                                                         -----------           -----------
                                                           7,705,026             7,508,172
                                                         -----------           -----------
  Commitments and Contingencies

  Stockholders' Equity
   Common stock - par value $.01 - authorized
    10,000,000 shares; issued 4,475,957
    outstanding for each year                                 45,462                45,462
   Additional paid-in capital                              7,855,052             7,855,052
   Accumulated (deficit)                                  (5,592,253)           (5,553,292)
                                                         -----------           -----------
                                                           2,308,261             2,347,222
   Less:  Treasury stock - 70,189 shares at cost             304,034               304,034
                                                         -----------           -----------
                                                           2,004,227             2,043,188
                                                         -----------           -----------
                                                         $24,639,583           $27,986,568
                                                         ===========           ===========
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>
                                       4
<PAGE>
EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>



                                                           For the Three Months Ended
                                                                   March 31,
                                                           --------------------------

                                                            2001                  2002
                                                         ---------------------------------
<S>                                                      <C>                   <C>

Net Revenue                                              $16,577,742           $19,565,928
Cost of Revenue                                           11,859,220            13,845,059
                                                         -----------           -----------
                                                           4,718,522             5,720,869

Selling, General and Administrative Expenses               5,233,864             5,311,475
                                                         -----------           -----------
Income (Loss) Before Other Expense                          (515,342)              409,394

Other Expense - interest                                     216,183               122,689
                                                         -----------           -----------
Income (Loss) Before Provision (Benefit) for
 Income Taxes                                               (731,525)              286,705
                                                         -----------           -----------
Provision (Benefit) for Income Taxes
 Current                                                       3,000                44,000
 Deferred                                                   (266,000)               83,000
                                                         -----------           -----------
                                                            (263,000)              127,000
                                                         -----------           -----------
Income (Loss) Before Cumulative Effect of a
 Change in Accounting Principle                             (468,525)              159,705

Cumulative Effect on Prior Years of Accounting
 Change - less applicable income taxes of $37,000                  -              (120,744)
                                                         -----------           -----------

Net Income (Loss)                                        $  (468,525)          $    38,961
                                                         ===========           ===========

Basic and Diluted Net Income (Loss) Per Share
 Income (loss) before cumulative effect change in
  accounting principles                                         (.10)                  .04
 Cumulative effect change in accounting principle                  -                  (.03)
                                                         -----------           -----------
                                                         $      (.10)          $       .01
                                                         ===========           ===========

Weighted Average Shares Outstanding                        4,475,957             4,475,957
                                                         ===========           ===========
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>
                                       5
<PAGE>


EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)                                           Page 1 of 2

<TABLE>
<CAPTION>



                                                           For the Three Months Ended
                                                                   March 31,
                                                           --------------------------

                                                            2001                  2002
                                                         ---------------------------------
<S>                                                      <C>                   <C>
Cash Flows from Operating Activities
 Net income (loss)                                       $  (468,525)          $    38,961
                                                         -----------           -----------
 Adjustments to reconcile net income (loss) to net cash
  provided by (used for) operating activities:
   Depreciation and amortization                             168,360               341,521
   Provision (benefit) for deferred taxes                   (266,000)               80,000
   Increase (decrease) in allowance for doubtful
    accounts and notes receivable                            213,821               (35,934)
   Write-off of accounts receivable and notes receivable      15,802                18,196
   Decrease in inventory obsolescence write downs                  -               (13,000)
   Loss on disposal of fixed assets                           53,231                     -
   (Increase) decrease in:
    Accounts receivable                                    1,049,818            (2,466,852)
    Inventory                                                801,794            (1,665,947)
    Deferred franchising costs                                30,400                 8,500
    Prepaid taxes                                                  -                 8,775
    Prepaid expenses                                         274,137             1,031,484
    Notes receivable                                          10,964                45,421
    Other assets                                                 435                     -
   Increase (decrease) in:
    Accounts payable                                         797,156             3,667,855
    Accrued expenses and sundry liabilities                 (765,954)             (142,977)
    Unearned franchise fees                                  (30,000)              (20,000)
    Income taxes payable                                    (101,887)                    -
                                                         -----------           -----------
                                                           2,252,077               857,042
                                                         -----------           -----------
                                                           1,783,552               896,003
                                                         -----------           -----------
Cash Flows from Investing Activities
 Purchase of fixed assets                                   (269,540)             (567,782)
                                                         -----------           -----------
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>
                                       6
<PAGE>


EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)                                           Page 2 of 2
<TABLE>
<CAPTION>



                                                           For the Three Months Ended
                                                                   March 31,
                                                           --------------------------

                                                            2001                  2002
                                                         ---------------------------------
<S>                                                      <C>                   <C>
Cash Flows from Financing Activities
 (Decrease) in loan payable                              $(1,144,636)          $  (136,854)
 Payments of notes payable                                   (60,000)              (60,000)
 Payments of officers' loans                                (129,532)                    -
                                                         -----------           -----------
                                                          (1,334,168)             (196,854)
                                                         -----------           -----------
Increase in Cash                                             179,844               131,367

Cash - beginning                                             236,037               358,606
                                                         -----------           -----------
Cash - end                                               $   415,881           $   489,973
                                                         ===========           ===========
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>
                                       7
<PAGE>

EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2002                                        (Unaudited)


1 -  Unaudited Interim Statements

     The accompanying  unaudited  consolidated  financial statements of Evergood
     Products  Corporation and  Subsidiaries  ("Evergood" or the "Company") have
     been prepared in accordance  with the  instructions to Form 10-Q and do not
     include  all  of the  information  and  footnotes  required  by  accounting
     principles  generally accepted in the United States of America for complete
     financial statements. In the opinion of management,  all adjustments (which
     consist  only  of  normal  recurring  adjustments)  necessary  for  a  fair
     presentation have been included. All significant intercompany  transactions
     and balances have been eliminated.  Operating  results for the three months
     ended March 31, 2002, are not  necessarily  indicative of the results to be
     expected  for  the  year  ending  December  31,  2002.  These  consolidated
     financial  statements  and  notes  should be read in  conjunction  with the
     consolidated  financial  statements  and  notes  thereto  included  in  the
     Company's Form 10K for the year ended December 31, 2001.


2 -  Earnings Per Share

     The accompanying financial statements include earnings per share calculated
     as required by  Financial  Accounting  Standard No. 128 Earnings Per Share.
     Basic earnings per share is calculated by dividing net income (loss) by the
     weighted  average  number of shares of common  stock  outstanding.  Diluted
     earnings per share would include the effects of any securities  convertible
     into common stock to the extent such conversion would be dilutive.


3 -  Inventory

     Inventory is comprised of the following:
<TABLE>
<CAPTION>

                                              December 31,      March 31,
                                                 2001             2002
                                              ---------------------------
              <S>                             <C>             <C>

              Raw Materials                   $4,003,462      $ 5,331,991
              Work-in-Process                  1,792,359        2,778,869
              Finished Goods                   3,747,630        3,111,538
                                              ----------      -----------
                                              $9,543,451      $11,222,398
                                              ==========      ===========
</TABLE>
Continued
                                       8
<PAGE>


4 -  Goodwill

     On January 1, 2002, the Company adopted  Statement of Financial  Accounting
     Standards  No. 142,  Goodwill and Other  Intangible  Assets (SFAS 142).  As
     required by the standard,  the Company discontinued  amortizing  previously
     recorded  goodwill.  The standard also requires  that  previously  recorded
     goodwill be evaluated for  impairment at the date of adoption.  Pursuant to
     this  evaluation,  the  Company  determined  that  the full  amount  of the
     goodwill  recorded  in its  franchising  segment,  totaling  $157,744,  was
     impaired. This amount has been written off and is presented as a cumulative
     effect  of a change  in  accounting  principle,  net of the tax  effect  of
     $37,000.

     If SFAS 142 had been  effective  during the three  months  ended  March 31,
     2001,  the pro forma effect of applying its  provisions  would have been as
     follows:

<TABLE>
        <S>                                                   <C>

        Reported net (loss)                                   $(468,525)
        Addback:  Goodwill amortization - net of tax effect       5,054
                                                              ---------
        Adjusted Net (Loss)                                   $(463,471)
                                                              =========

        Basic and diluted loss per share:
         Reported net (loss)                                  $    (.10)
         Goodwill amortization                                        -
                                                              ---------
        Adjusted Net (Loss)                                   $    (.10)
                                                              =========
</TABLE>

5 - Segment Disclosure

     The Company  produces  and sells  vitamins  and mineral  products and other
     nutritional   supplements.   The  Company  sells  its  products  under  its
     customers'  private  labels,   under  a  brand  developed  by  one  of  its
     subsidiaries and,  pursuant to a license and supply agreement,  through the
     Great Earth franchise system under the Great Earth label.

     The Company  has three  reportable  segments  determined  primarily  by the
     nature of the  revenue  producing  activity  and the  market to which it is
     directed:   manufacturing,   franchising   and   brand   development.   The
     manufacturing  segment  obtains  revenues from the  manufacture and sale of
     vitamins  and  nutritional   supplements  to  wholesalers   who,  in  turn,
     distribute these products under their own private labels. This segment also
     manufactures  products  for the  Company's  Great Earth  (franchising)  and
     Bodyonics (brand  development)  segments.  The franchising  segment obtains
     revenues from the franchising of Great Earth vitamin stores, the collection
     of royalties  and the sale of Great Earth brand  vitamins  and  nutritional
     supplements  to Great  Earth  franchisees.  The brand  development  segment
     obtains  revenues  from the  wholesale  and  retail  sale of  vitamins  and
     nutritional supplements under its own nationally advertised brand name.

Continued

                                       9

<PAGE>

     Segment  information for the three months ended March 31, 2001 and 2002 was
as follows:
<TABLE>
<CAPTION>
                                                             Brand
                         Manufacturing     Franchising    Development      Corporate         Total
                         ----------------------------------------------------------------------------
<S>                        <C>            <C>              <C>            <C>             <C>

Three Months Ended
 March 31, 2001
  Net revenues from
   external customers     $ 11,616,183    $  2,949,900     $2,011,659      $        -     $16,577,742
  Intersegment net sales     2,395,583          55,260              -               -       2,450,843
  Operating income (loss)    1,114,011        (559,251)    (1,048,334)        (21,768)       (515,342)
  Total assets              12,739,225       4,523,811      3,139,012       1,538,000      21,940,048


Three Months Ended
 March 31, 2002
  Net revenues from
   external customers     $ 14,221,700    $  2,647,558     $2,696,670      $        -     $19,565,928
  Intersegment net sales     1,672,857          70,955            951               -       1,744,763
  Operating income (loss)    1,297,926        (113,902)      (758,638)        (15,992)        409,394
  Total assets              18,539,909       3,677,011      3,345,690       2,423,958      27,986,568
</TABLE>

     Revenue from the franchising segment is comprised of the following:
<TABLE>
<CAPTION>
                                                   March 31,
                                            -------------------------
                                               2001           2002
                                            -------------------------
           <S>                              <C>            <C>

           Sale of Products                 $2,517,807     $2,225,252
           Royalties                           432,093        387,306
           Sale of Franchises                        -         35,000
                                            ----------     ----------
                                            $2,949,900     $2,647,558
                                            ==========     ==========
</TABLE>

     Product  sales  include  $46,010 and $43,537 of sales for the three  months
     ended March 31, 2001 and 2002, respectively, from a Company-owned franchise
     store, which was acquired in 2000.

6 -  Litigation

     During the first  quarter of the fiscal year 2002,  Evergood was engaged in
     more than 36 different active litigations - each currently are at different
     stages of discovery.  The numerous  litigations involved various claims and
     in large measure were defended by the Company's  outside  general  counsel,
     namely,  the  firm of  Hoffinger  Stern & Ross,  LLP,  or other  law  firms
     supervised  by the  Hoffinger  firm  as  well  as a  variety  of law  firms
     appointed by numerous insurance companies with whom the Hoffinger firm acts
     as  co-counsel.  The following is a brief synopsis of the current status of
     the various litigation proceedings.


Continued

                                       10
<PAGE>

     In  March  1999  and  May  1999,   Frank   Hillebrand  and  Jonathan  Aube,
     respectively,  each  commenced  an action  against  Evergood in the Supreme
     Court of California,  County of Riverside,  Indio Branch.  Each suit arises
     from allegations by the respective  plaintiff that Evergood used his images
     in, among other things,  advertisements  and product  packaging without his
     authorization.  Each suit claims damages for invasion of privacy,  invasion
     of  the  right  to  privacy,   conversion  and  loss  of  future  earnings.
     Additionally,  each suit seeks injunctive  relief.  After numerous hearings
     and court  appearances,  injunctive relief has been denied in each of these
     matters.  There has been extensive  discovery in each suit,  which includes
     numerous document requests,  numerous examinations before trial, interviews
     and/or  discussions with potential  experts,  as well as exhaustive  motion
     practice  surrounding the discovery  process.  Each of these suits has been
     and continues to be the subject of mandatory arbitration hearings - some of
     which have been scheduled in the year 2002. The Aube matter is scheduled to
     go to trial on July 8, 2002.  Although certain causes of action under these
     lawsuits are not covered under Evergood's  insurance  policies,  management
     believes that any potential liability in excess of that which is covered by
     insurance will not have a material financial impact on Evergood.

     In April 2000, Great Earth International  Franchising Corp. filed a lawsuit
     in the United States  District Court for the Southern  District of New York
     against  Great Earth  Vitamins/Mid-Atlantic,  Inc., a  franchisee,  and the
     principals of Mid-Atlantic,  John Corumbis,  Abraham Zaiderman and T. Brian
     Haigley. The complaint seeks declaratory  judgement,  damages for breach of
     contract, an accounting and injunctive relief. The complaint does not state
     the amount of damages being sought. An answer has not been interposed.  The
     parties have been engaged in settlement  negotiations.  Based upon the tone
     and tenor of the  conversations,  management  believes the outcome of these
     matters will not have a materially adverse effect on the Company.

     In December 2000, Great Earth  International  Franchising  Corp.  ("GEIFC")
     initiated  a lawsuit in the United  States  District  Court for the Eastern
     District of New York against 1039405 Ontario,  Inc., a sub-franchisee,  for
     breach of contract, trademark infringement,  misappropriation of trademarks
     and  tortious  interference  seeking  a  preliminary  injunction  and other
     damages  in an  amount to be  determined.  In the  first  quarter  of 2001,
     1039405  Ontario  counter-claimed  for  breach  of  contract  and  tortious
     interference  seeking  damages  of $10  million.  Subsequently,  GEIFC  has
     amended  its  complaint  seeking  other  damages for  additional  trademark
     infringement with damages sought in excess of $10 million.  This matter has
     been the subject of very extensive discovery  including,  numerous document
     requests,  numerous  examinations  before trial,  various  court  requested
     conferences,  as well as motion  notice  practice  in  connection  with the
     discovery process. This matter is currently scheduled to go to trial in the
     third quarter of the year 2002.  It is  impossible to currently  predict or
     ascertain  the outcome of the  litigation;  however,  based upon  currently
     available  information and considering its various claims and defenses,  in
     the opinion of  management,  the  outcome of this action  should not have a
     materially adverse effect on Evergood's consolidated financial statements.

     Likewise, in January 2001, GEIFC commenced a separate lawsuit in the United
     States  District Court for the Southern  District of New York against Milks
     Development,  Inc., RHG Holdings Co., Edward Ricciardi and and Ted Odd, the
     sub-franchisees  of  1039405  Ontario.  The  identical  causes  pled in the
     lawsuit  against  1039405  Ontario are pled in this lawsuit  against  Milks
     Development,  Inc., RHG Holdings Co.,  Edward  Ricciardi and Ted Odd, along

Continued

                                       11
<PAGE>
     with a similar counterclaim.  Each of the claims in the main action and the
     counterclaim  seek damages similar to those sought in the lawsuit described
     above.  This  lawsuit  has not  yet  reached  the  discovery  stage.  It is
     impossible to currently  predict the outcome of this  litigation;  however,
     based upon currently  available  information  and  considering  its various
     claims and  defenses,  in the  opinion of  management,  the outcome of this
     action  should  not  have  a  materially   adverse   effect  on  Evergood's
     consolidated  financial  statements.  It should be noted that the discovery
     engaged in this matter has been as  extensive  and  pervasive as the matter
     described in the immediately preceding paragraph.

     In  2000,  Macerich  Corp.,  a  landlord  in a mall in  Boulder,  Colorado,
     initiated a lawsuit  against  Evergood  seeking  performance  of an alleged
     guaranty of a lease entered into by a Great Earth  franchisee.  The lawsuit
     is pending in the District Court, Boulder County, State of Colorado.  There
     have been numerous  motions filed in this matter,  some pretrial  discovery
     and it is  presently  scheduled  to go to trial in 2002.  In the opinion of
     management,  the  outcome of this suit will not have a  materially  adverse
     effect upon the consolidated financial statements of the Company.

     In the last quarter of 2001, Total Health  Communications  Inc. initiated a
     lawsuit in State  Court in Utah in the Fifth  Judicial  District  Court for
     Washington  County,  Utah seeking  damages from  Bodyonics,  Ltd. and Total
     Health  Holdings  LLC, and others in connection  with an alleged  breach of
     contract by Evergood.  The material  allegations of the complaint have been
     denied  by the  Company  who has  filed  motions  seeking  to  dismiss  the
     complaint,  and in the alternative moving the case to the Eastern District,
     Federal  Court of the State of New York.  Evergood has various  affirmative
     defenses  and  significant  couterclaims  it expects to  interpose  in this
     action at the appropriate  time.  Presently,  this matter is pending in the
     Federal  Court in Utah after  various  papers  were filed with the Court to
     obtain the  removal.  This matter is not covered by  insurance.  Based upon
     currently  available  information  and  considering  its various claims and
     defenses,  in the opinion of  management,  the outcome of the action should
     not have a materially adverse effect on Evergood's  consolidated  financial
     statements.

     During 2001, a lawsuit was commenced by Bonnie J. Sampler, individually and
     as  Administratrix of her late husband's estate in the Supreme Court of the
     State of New York,  County of Nassau,  alleging  that her husband died as a
     result of his use of a product  manufactured,  distributed  and marketed by
     Evergood. An answer has been interposed denying the material allegations of
     the complaint.  This lawsuit is currently in the early discovery stage and,
     accordingly,  Evergood is currently  unable to predict the likely  outcome.
     Although  certain  causes of action  under these  lawsuits  are not covered
     under Evergood's insurance policies, management believes that any potential
     liability in excess of that which is covered by  insurance  will not have a
     material financial impact on Evergood.

     During 2001 and the first quarter of the fiscal year 2002, 20 lawsuits were
     initiated  in  various  forms in  Federal  and  State  courts  by  numerous
     plaintiffs  in  jurisdictions  including  the  States of  Alabama,  Nevada,
     California,  New York, and Washington  seeking  damages in connection  with
     their use or ingestion of a product  manufactured  by Evergood for Cytodyne
     Technologies,  Inc. These lawsuits are in various  discovery stages in each

Continued

                                       12
<PAGE>


     of the  jurisdictions.  Discovery  in  these  numerous  matters  vary  from
     production of documents to attendance at numerous examinations before trial
     and the filing of various substantiative motions, including but not limited
     to motions for summary judgment.  Although,  certain causes of action under
     these  lawsuits  are not  covered  under  Evergoods's  insurance  policies,
     management believes that any potential liability in excess of that which is
     covered by insurance will not have a material financial impact on Evergood.

     There are currently  pending four disparate actions in Italy. Each of these
     involve  allegations  concerning the ingestion of products  manufactured by
     Evergood.  These cases are being  litigated under the laws of Italy and are
     in early discovery stages.  The Company's outside general counsel is active
     as co-counsel  with Italian  counsel in these matters.  Although  causes of
     action under these  lawsuits  are not covered  under  Evergood's  insurance
     policies,  management believes that any potential liability will not have a
     material  financial  impact  on  Evergood  or  its  consolidated  financial
     statements.

     In the  latter  part of 2001,  an  action  was  commenced  by the  State of
     California  against  Evergood  in  the  Superior  Court  of  the  State  of
     California,  County of Alameda,  seeking damages in connection with certain
     products manufactured by Evergood.  Substantive motions seeking substantive
     relief  have been  filed in this  matter.  It is  impossible  to  currently
     predict  the  outcome of this  litigation;  however,  based upon  currently
     available  information and considering its various claims and defenses,  in
     the opinion of  management,  the  outcome of this action  should not have a
     materially adverse effect on Evergood's consolidated financial statements.

     Additionally,  during the calendar  year 2001,  various  third parties have
     attempted to infringe upon trademark and  intellectual  property  rights of
     Evergood.  Generally,  Evergood  has been able to protect  its  proprietary
     rights without the need for extensive litigation.  Currently,  there are no
     active trademark  infringement lawsuits pending other than those referenced
     above.

     In the first quarter of 2002, three separate actions were commenced against
     Evergood in the Superior  Court of the State of  California,  County of Los
     Angeles  regarding the product KAVA. It is  anticipated  that these actions
     may be certified as a class action.  The suits are first  commencing and no
     responsive  pleadings  have yet been filed.  It is  impossible to currently
     predict  the  outcome  of these  actions,  however,  based  upon  currently
     available  information and considering its various claims and defenses,  in
     the opinion of  management,  the outcome of these actions should not have a
     materially adverse effect on Evergood's consolidated financial statements.

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

     The Private Securities Litigation Reform Act of 1995 provides a safe harbor
     for  forward-looking  statements.  All statements  other than statements of
     historical  fact  included in this report are  forward-looking  statements.
     Such  forward-looking  statements  are  based  on the  current  beliefs  of
     management  and involve known and unknown  risks,  uncertainties  and other
     factors which may cause the actual results,  performance or achievements of
     the Company to be materially different from any future results, performance
     or achievements  expressed or implied by such forward- looking  statements.
     Such factors include, among others, the following: the Company's history of
     losses;  the need to obtain additional  financing and the ability to obtain
     such financing;  outstanding  indebtedness;  the ability to hire and retain

Continued

                                       13
<PAGE>


     key personnel;  relationships with and dependence on third-party  equipment
     manufacturers  and  suppliers;   uncertainties  relating  to  business  and
     economic conditions in markets in which the Company operates; uncertainties
     relating to government and regulatory  policies and other political  risks;
     uncertainties  relating  to  customer  plans and  commitments;  cost of and
     availability of component materials and inventories; effect of governmental
     export and import policies; the highly competitive environment in which the
     Company operates;  potential entry of new capitalized  competitors into the
     Company's markets;  and the uncertainty  regarding the Company's  continued
     ability,  through sales growth,  to absorb  increasing  costs  incurred and
     expected to be incurred in  connection  with its business  activities.  The
     words believe, expect, anticipate,  intend and plan and similar expressions
     identify  forward- looking  statements.  Readers are cautioned not to place
     undue reliance on these forward-looking statements,  which speak only as of
     the date the statement was made.


     General

     The Company  has three  reportable  segments  determined  primarily  by the
     nature of the  revenue  producing  activity  and the  market to which it is
     directed:   manufacturing,   franchising   and   brand   development.   The
     manufacturing  segment  obtains  revenues from the  manufacture and sale of
     vitamins  and  nutritional   supplements  to  wholesalers   who,  in  turn,
     distribute these products under their own private labels. This segment also
     manufactures  products  for the  Company's  Great Earth  (franchising)  and
     Bodyonics (brand  development)  segments.  The franchising  segment obtains
     revenues from the franchising of Great Earth vitamin stores, the collection
     of royalties  and the sale of Great Earth brand  vitamins  and  nutritional
     supplements  to Great  Earth  franchisees.  The brand  development  segment
     obtains  revenues  from the  wholesale  and  retail  sale of  vitamins  and
     nutritional supplements under its own nationally advertised brand name.


     Critical Accounting Policies

     The  preparation  of  consolidated  financial  statements  under  generally
     accepted  accounting  principles  requires  that the Company  make  certain
     estimates  and   judgments   that  affect   reported   amounts  of  assets,
     liabilities,  revenues,  expenses and  disclosure of contingent  assets and
     liabilities in its financial statements. The Company's actual results could
     differ from these estimates under different assumptions and conditions.

     The Company believes that the following critical accounting policies affect
     the more significant judgments and estimates used in the preparation of its
     consolidated financial statements:

       --       Revenue Recognition and
       --       Inventories.

     Revenue Recognition

     The Company recognizes revenue from product sales when persuasive  evidence
     of an arrangement exists, the product has been shipped,  and title and risk
     of loss have passed to the customer. The Company recognizes royalty revenue
     on retail  sales by  franchisees  at the time sales are made.  The  Company
     recognizes  revenue from franchise sales when the Company has fulfilled its
     obligation to assist the franchisee in opening the retail store.

Continued

                                       14
<PAGE>
     The timing of product shipments and receipts can have a significant  impact
     on the  amount  of  revenue  recognized  in a  period.  Also,  some  of the
     Company's  products  are  sold  through  distributors.   Revenue  could  be
     adversely  affected if  distributor  inventories  increased to an excessive
     level.  If this  were to  happen,  the  Company  could  experience  reduced
     purchases in subsequent  periods,  or product return from the  distribution
     channel due to overstocking, low end- user demand, or expiration.

     The Company records  allowances for product  returns.  These allowances are
     recorded as reduction of revenue.  These allowances  require the Company to
     make significant  judgments and estimates,  which could require adjustments
     in the future.  Such adjustments could have a material effect on Evergood's
     reported revenues.  Historically,  the Company's returns have averaged less
     than 1% of sales.

     The Company does not recognize revenues unless collectibility is reasonably
     assured.  The  Company  maintains  allowances  for  doubtful  accounts  for
     estimated  losses  resulting  from the  inability of our  customers to make
     required payments.  If the financial  condition of the Company's  customers
     were to  deteriorate  and result in an  impairment of their ability to make
     payments, additional allowances may be required.


     Inventories

     The  Company  values  inventories  at cost or, if lower,  fair  value.  The
     Company  determines cost using the first-in,  first-out method. The Company
     analyzes its inventory  levels  quarterly and write down inventory that has
     become obsolete,  inventory that has a cost basis in excess of its expected
     net  realizable  value,  and inventory in excess of expected  requirements.
     Inventory  with a life in excess of its shelf life is  disposed  of and the
     related  costs are  written  off.  If  actual  market  conditions  are less
     favorable than those  projected by management,  additional  inventory write
     downs may be required.


     Results of Operations

     Three  months ended March 31, 2001  compared  with three months ended March
     31, 2002.

     Revenue
     -------

     Consolidated  revenue  for the three  months  ended March 31, 2001 and 2002
     were as follows:

                                       15
<PAGE>
<TABLE>
<CAPTION>
                                                 March 31,
                            -------------------------------------------------
                                       2001                    2002
                            -----------------------     ---------------------
                               Amount       Percent     Amount        Percent
                            -------------------------------------------------
   <S>                      <C>              <C>       <C>             <C>
   Segment:
    Manufacturing           $11,616,000      70.0%     $14,222,000      72.7%
    Franchising               2,950,000      17.8        2,647,000      13.5
    Brand Development         2,012,000      12.2        2,697,000      13.8
                            -----------     -----      -----------     -----
   Consolidated             $16,578,000     100.0%     $19,566,000     100.0%
                            ===========     =====      ===========     =====
</TABLE>
     Consolidated  revenue  for the three  months  ended  March 31, 2002 rose by
     approximately  $2,988,000, an increase of 18.0% over the three months ended
     March 31, 2001.

     Revenue from  product  sales by all  segments  increased  by  approximately
     $2,998,000  or  18.6%  from  $16,146,000  in 2001 to  $19,144,000  in 2002.
     Company-wide sales to the franchise system decreased $293,000 or 11.6% from
     $2,518,000  in  2001  to  $2,225,000   in  2002.   Company-wide   sales  to
     unaffiliated customers increased by approximately  $3,291,000 or 24.1% from
     $13,628,000  in 2001 to  $16,919,000  in 2002.  Consolidated  revenue  also
     includes  royalties and franchise fees earned by the  franchising  segment.
     Royalties  decreased  by  approximately  $45,000  from  $432,000 in 2001 to
     $387,000 in 2002. Franchise fee revenue increased by approximately  $35,000
     from $-0- in 2001 to $35,000 in 2002.

     Manufacturing segment sales increased approximately $2,606,000,  reflecting
     additional sales to two of the Company's largest  customers.  There were no
     significant  changes in selling  prices during this period.  Selling prices
     are based on the cost of  manufacture,  plus a margin which varies based on
     the brand and, in some cases, the particular product.

     The  decrease in  franchising  segment  revenue of  approximately  $303,000
     primarily  reflects a decrease in sale of products  to  franchisees,  and a
     decrease in royalty fee revenue.  The decline in sales was primarily due to
     increased competition from national vitamin chains, vitamin discounters and
     internet sales.  The decrease in royalty fee revenue was due to lower sales
     to franchisees.

     Brand development sales increased by approximately  $685,000 primarily as a
     result of the  introduction  of new products.  Advertising for this segment
     was  approximately  $1,583,000 in 2002 compared with  $1,774,000 in 2001, a
     decrease of $191,000 or 10.7%.


     Operating Income (Loss)
     ----------------------

     Operating  income (loss) for the three months ended March 31, 2001 and 2002
     is comprised as follows:

Continued

                                       16
<PAGE>
<TABLE>
<CAPTION>
                                                 March 31,
                            -------------------------------------------------
                                       2001                    2002
                            -----------------------     ---------------------
                                           Percent                    Percent
                                             of                         of
                                           Segment                    Segment
                               Amount      Revenue        Amount      Revenue
                            -------------------------------------------------
     <S>                    <C>              <C>       <C>            <C>
     Segment:
      Manufacturing         $1,114,000        9.6%     $1,298,000       9.1%
      Franchising             (559,000)     (19.0)       (114,000)     (4.3)
      Brand Development     (1,048,000)     (52.1)       (759,000)    (28.1)
      Corporate                (22,000)         -         (16,000)        -
                            ----------                 ----------
     Consolidated           $ (515,000)      (3.1)%    $  409,000       2.1%
                            ==========                 ==========
</TABLE>

     Consolidated  operating  income for the three  months  ended March 31, 2002
     increased  by  approximately  $924,000  compared to the three  months ended
     March 31, 2001.  The increase in gross margin of  approximately  $1,002,000
     resulted from a combination of higher sales and improved  margins  overall.
     This   increase   was  offset  by   increases   in  selling,   general  and
     administrative   expenses,   primarily  salaries,   professional  fees  and
     depreciation.

     Manufacturing segment operating income increased by approximately  $184,000
     in the three  months  ended  March 31,  2002.  Manufacturing  gross  profit
     increased  approximately  $476,000,  offset by increases  in  manufacturing
     segment  selling,  general and  administrative  expenses  of  approximately
     $292,000. The increase in gross profit was caused primarily by increases in
     sales and  decreases  in raw  material  costs.  The  $292,000  increase  in
     manufacturing segment selling, general and administrative expenses reflects
     increases in salaries, insurance and professional fees.

     Franchising segment operating loss decreased by approximately  $445,000 for
     the three months ended March 31, 2002  compared with the three months ended
     March 31,  2001.  The  change is  primarily  due to lower  sales and higher
     margins of  approximately  $50,000 and  decreases  in selling,  general and
     administrative  expenses of  approximately  $395,000,  primarily  warehouse
     charges, advertising and bad debt.

     Brand  development  operating loss decreased by approximately  $289,000 for
     the three months ended March 31, 2002 from March 31,  2001.  This  resulted
     primarily   because   increased   revenue  and  higher   gross   profit  of
     approximately $479,000 and increase in selling,  general and administrative
     expenses of approximately  $190,000 due mostly to increases in salaries and
     professional fees.


     Net Income (Loss)
     ----------------

     Consolidated  net  income  for the three  months  ended  March 31,  2002 of
     approximately  $39,000 was comprised of the  operating  income of $409,000,

Continued

                                       17
<PAGE>

     interest  expense  of  $123,000,  and a tax  provision  of  $127,000.  Also
     reflected  in the 2002 period is a charge for the  write-off of goodwill in
     connection  with  the  adoption  of  SFAS  142.  This is  presented  as the
     cumulative  effect of a change in accounting  principle,  net of taxes, and
     totals of $121,000.

     For the three months  ended March 31,  2001,  the Company had a net loss of
     $469,000  comprised of an operating loss of $515,000,  interest  expense of
     $216,000, offset in part by a tax benefit of $263,000.


     Liquidity and Capital Resources
     -------------------------------

     The  Company's  balance sheet  reflects  working  capital of  approximately
     $5,297,000  at March 31, 2002  compared  with  approximately  $5,670,000 at
     December 31, 2001,  a decrease of  $373,000.  Increases to working  capital
     were  provided  by net income of $39,000,  adjusted  for  depreciation  and
     amortization  of $342,000.  Decreases in working capital were primarily due
     to the utilization of current assets to purchase equipment in the amount of
     $568,000 and the reduction of long-term debt by approximately $197,000.

     Cash flows  generated from  operations for the three months ended March 31,
     2002  were  approximately  $896,000.  Cash was  provided  by net  income of
     $39,000,  adjusted  for non-cash  charges of  approximately  $421,000.  The
     principal  uses of cash were due to  increases  in accounts  receivable  of
     approximately  $2,468,000  and  increases  in  inventory  of  approximately
     $1,666,000.  Decrease to prepaid expenses of $1,031,000  represents  assets
     consumed in operations  during the current period which did not require the
     use of cash.  Operating  cash  flows were also  impacted  by  increases  to
     accounts payable of $3,668,000.

     Investing  activities  utilized  $568,000 in cash for the purchase of fixed
     assets.  Cash used for financing  activities in the amount of approximately
     $197,000  was for the  repayment  of  loans.  The  Company  uses  its  loan
     facility,  which is collateralized by its accounts receivable,  inventories
     and fixed assets,  together with working capital generated from operations,
     to fund its cash  needs.  At March 31,  2002,  the  Company  had  available
     approximately $1,800,000 under this facility.

     Management of the Company believes that internally  generated funds and its
     available line of credit will be sufficient  for its working  capital needs
     and the servicing of its debt for at least the next 12 months.

     The following table presents the Company's debt and contractual commitments
     as of March 31, 2002:
<TABLE>
<CAPTION>

                                       Within        Within       Within    After
                                          1            2-3         4 -5       5
                            Total        Year         Years        Years    Years
                         ----------------------------------------------------------
     <S>                 <C>            <C>         <C>          <C>        <C>

     Debt                $ 7,748,172    $240,000    $7,508,172   $       -   $      -
     Operating Leases      2,590,525     437,611     1,074,004      963,910   115,000
     Guarantees              470,919     139,296       278,592       53,031         -
                         -----------    --------    ----------   ----------  --------
                         $10,809,616    $816,907    $8,860,768   $1,016,941  $115,000
                         ===========    ========    ==========   ==========  ========
</TABLE>
Continued

                                       18
<PAGE>

     Evergood believes that internally generated funds and its available line of
     credit will be sufficient for its financing  requirements  for at least the
     next twelve months.


     Related Party Transactions

     In August 1999, a corporation owned by Messrs. Rich and Stern, each of whom
     is an  officer,  director  and  significant  stockholder  of  the  Company,
     acquired two franchise  locations  from a franchisee  who was delinquent in
     discharging its obligations to Evergood.

     Evergood had determined that it was advisable to have a presence in what it
     believes are two of the most prominent  shopping malls in the New York City
     area, Roosevelt Field Mall and Walt Whitman Mall. Evergood further believed
     that these locations could serve as showcases for potential franchisees and
     as  flagship  stores  for  Evergood's  franchise  business.   Nevertheless,
     Evergood  did not then  operate any  company-owned  stores and did not then
     want to assume the responsibility for operating the two locations.

     Consequently,  in order to induce  Messrs.  Rich and  Stern to  assume  the
     obligations of the franchisee, Evergood guaranteed the obligations of their
     corporation  under the leases for the  franchised  locations  and agreed to
     provide  merchandise  to  them.  In  consideration  of  the  guarantee  and
     agreement to provide  product,  the corporation  owned by Messrs.  Rich and
     Stern assumed the existing  obligation of the prior  franchisee to Evergood
     and assumed all  liabilities of the prior  franchisee  under the leases for
     the locations.

     Notwithstanding  the fact  that  Evergood  provided  the  corporation  with
     product, the corporation has been unable to generate a profit and, although
     the corporation has paid all of the  obligations  under the leases,  it has
     not paid any  amounts to Evergood  in respect of product  delivered  to the
     corporation,  nor in respect of the debt of the prior franchisee assumed in
     1999.  The  total  of all  amounts  due from the  corporation  to  Evergood
     amounted to $730,480 at March 31, 2002.

     In fiscal year 2000,  Evergood  determined to fully reserve for the amounts
     then owed,  but to  continue to sell  product to the stores.  The effect of
     this action in the  Consolidated  Statement of  Operations  was a charge of
     $52,570  and $62,309  for the three  months  ended March 31, 2002 and 2001,
     respectively.

     Evergood is presently  evaluating taking over the stores in the fiscal year
     ending December 31, 2002.  Evergood  believes that with the full support of
     its  corporate  marketing  and  advertising  department  and  new  in-store
     management,  the stores may  achieve  their  full  potential  and return to
     profitability within a reasonable amount of time. Nevertheless,  until such
     time as these  stores  become  profitable,  Evergood  expects  that it will
     continue  to  incur  losses  in  connection  with the  operations  of these
     locations.


     Risks Related to Our Business

     Customer Concentration:

     Evergood is  dependent  upon sales to its largest  customer.  Sales to this

Continued

                                       19
<PAGE>
     customer  for the three  months  ended  March 31, 2002  represented  44% of
     Evergood's consolidated net revenue.  Evergood has what it believes to be a
     very  close  and  extremely  positive  continuing  relationship  with  this
     customer.  Net revenue from this  customer  during the first quarter of the
     fiscal year ending  December  31,  2002,  has  continued  to grow above the
     comparable period for the fiscal year ended December 31, 2001. It should be
     noted  that if this  customer  for any  reason  substantially  reduces  its
     purchases,  such event may have an adverse  effect on the operations of the
     Company.  The Company is not currently  aware of any facts which may change
     the status of the business relationship between the two parties.

     Effect of Adverse Publicity:

     The Company's products consist of vitamins,  minerals, dietary supplements,
     herbs and other  ingredients that the Company regards as safe when taken as
     suggested  by the  Company.  While the  Company  conducts  quality  control
     testing on its products,  the Company does not conduct or sponsor  clinical
     studies  relating to the benefits of all of the  products it  manufactures.
     The Company is highly dependent upon consumers and distributors' perception
     of the overall integrity of its business, as well as the safety and quality
     of its products.  Similar  products  distributed by other companies may not
     adhere to the same  quality  standards as the Company and could impact upon
     the  Company.  The  Company  could  be  adversely  affected  if  any of the
     Company's  products or any similar products  distributed by other companies
     should prove or be asserted to be harmful to consumers or should scientific
     studies provide  unfavorable  findings  regarding the  effectiveness of any
     such  products.  The Company's  ability to attract and retain  distributors
     could be adversely affected by negative publicity or by the announcement by
     any governmental agency of investigatory proceedings regarding the business
     practices of the Company.

     Variability of Quarterly Results:

     The  Company  has  experienced,  and  expects to  continue  to  experience,
     variations in its net sales and operating  results from quarter to quarter.
     The Company  believes that the factors which influence this  variability of
     quarterly  results  include,  among others,  the timing of  expenditures in
     anticipation  of  increased  sales,  including  advertising  and  promotion
     expenditures,  the  timing of the  Company's  introduction  of new  product
     lines,  the level of consumer  acceptance  of each  product  line,  general
     economic and industry conditions that affect consumer spending and retailer
     purchasing, the availability of manufacturing capacity, the timing of trade
     shows,  the product  mix of customer  orders,  the timing of  placement  of
     customer  orders and the  occurrence of charge backs in excess of reserves.
     Accordingly,  a comparison  of the  Company's  results of  operations  from
     period to period is not necessarily  meaningful,  and the Company's results
     of  operations  for any period  are not  necessarily  indicative  of future
     performance.


Item 3.  Quantitative and Qualitative Disclosure About Market Risk

     The Company has  historically  invested  its cash and cash  equivalents  in
     short-term,  fixed-rate,  highly-rated and highly-liquid  instruments which
     are reinvested when they mature throughout the year. Presently, the Company
     does not have  short-term  investments.

Continued

                                       20
<PAGE>
     The interest rate on the Company's borrowings is generally determined based
     upon prime rate and may be subject to market  fluctuation as the prime rate
     changes as determined within each specific agreement.  The Company does not
     anticipate entering into interest rate swaps or other financial instruments
     to hedge its  borrowings.  If market  interest  rates  increase by 10% from
     levels at March 31, 2002 and the average  outstanding  debt  remains at the
     2002 level,  the effect on the  Company's  net loss would be an increase of
     approximately  $12,269.  Although  the  Company  sells  products in foreign
     countries,   it  does  so  under  dollar  denominated  letters  of  credit.
     Accordingly,  it is not exposed to market risk related to foreign  currency
     exchange rates.

     Inflation

     Inflation has not had a significant impact on the Company's operations.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     During the first  quarter of the fiscal year 2002,  Evergood was engaged in
     more than 36 different active litigations - each currently are at different
     stages of discovery.  The numerous  litigations involved various claims and
     in large measure were defended by the Company's  outside  general  counsel,
     namely,  the  firm of  Hoffinger  Stern & Ross,  LLP,  or other  law  firms
     supervised  by the  Hoffinger  firm  as  well  as a  variety  of law  firms
     appointed by numerous insurance companies with whom the Hoffinger firm acts
     as  co-counsel.  The following is a brief synopsis of the current status of
     the various litigation proceedings.

     In  March  1999  and  May  1999,   Frank   Hillebrand  and  Jonathan  Aube,
     respectively,  each  commenced  an action  against  Evergood in the Supreme
     Court of California,  County of Riverside,  Indio Branch.  Each suit arises
     from allegations by the respective  plaintiff that Evergood used his images
     in, among other things,  advertisements  and product  packaging without his
     authorization.  Each suit claims damages for invasion of privacy,  invasion
     of  the  right  to  privacy,   conversion  and  loss  of  future  earnings.
     Additionally,  each suit seeks injunctive  relief.  After numerous hearings
     and court  appearances,  injunctive relief has been denied in each of these
     matters.  There has been extensive  discovery in each suit,  which includes
     numerous document requests,  numerous examinations before trial, interviews
     and/or  discussions with potential  experts,  as well as exhaustive  motion
     practice  surrounding the discovery  process.  Each of these suits has been
     and continues to be the subject of mandatory arbitration hearings - some of
     which have been scheduled in the year 2002. The Aube matter is scheduled to
     go to trial on July 8, 2002.  Although certain causes of action under these
     lawsuits are not covered under Evergood's  insurance  policies,  management
     believes that any potential liability in excess of that which is covered by
     insurance will not have a material financial impact on Evergood.

     In April 2000, Great Earth International  Franchising Corp. filed a lawsuit
     in the United States  District Court for the Southern  District of New York
     against  Great Earth  Vitamins/Mid-Atlantic,  Inc., a  franchisee,  and the
     principals of Mid-Atlantic,  John Corumbis,  Abraham Zaiderman and T. Brian
     Haigley. The complaint seeks declaratory  judgement,  damages for breach of

Continued

                                       21
<PAGE>

     contract, an accounting and injunctive relief. The complaint does not state
     the amount of damages being sought. An answer has not been interposed.  The
     parties have been engaged in settlement  negotiations.  Based upon the tone
     and tenor of the  conversations,  management  believes the outcome of these
     matters will not have a materially adverse effect on the Company.

     In December  2000 Great Earth  International  Franchising  Corp.  ("GEIFC")
     initiated  a lawsuit in the United  States  District  Court for the Eastern
     District of New York against 1039405 Ontario,  Inc., a sub-franchisee,  for
     breach of contract, trademark infringement,  misappropriation of trademarks
     and  tortious  interference  seeking  a  preliminary  injunction  and other
     damages  in an  amount to be  determined.  In the  first  quarter  of 2001,
     1039405  Ontario  counter-claimed  for  breach  of  contract  and  tortious
     interference  seeking  damages  of $10  million.  Subsequently,  GEIFC  has
     amended  its  complaint  seeking  other  damages for  additional  trademark
     infringement with damages sought in excess of $10 million.  This matter has
     been the subject of very extensive discovery  including,  numerous document
     requests,  numerous  examinations  before trial,  various  court  requested
     conferences,  as well as motion  notice  practice  in  connection  with the
     discovery process. This matter is currently scheduled to go to trial in the
     third quarter of the year 2002.  It is  impossible to currently  predict or
     ascertain  the outcome of the  litigation;  however,  based upon  currently
     available  information and considering its various claims and defenses,  in
     the opinion of  management,  the  outcome of this action  should not have a
     materially adverse effect on Evergood's consolidated financial statements

     Likewise, in January 2001, GEIFC commenced a separate lawsuit in the United
     States  District Court for the Southern  District of New York against Milks
     Development,  Inc., RHG Holdings Co., Edward Ricciardi and and Ted Odd, the
     sub-franchisees  of  1039405  Ontario.  The  identical  causes  pled in the
     lawsuit  against  1039405  Ontario are pled in this lawsuit  against  Milks
     Development,  Inc., RHG Holdings Co.,  Edward  Ricciardi and Ted Odd, along
     with a similar counterclaim.  Each of the claims in the main action and the
     counterclaim  seek damages similar to those sought in the lawsuit described
     above.  This  lawsuit  has not  yet  reached  the  discovery  stage.  It is
     impossible to currently  predict the outcome of this  litigation;  however,
     based upon currently  available  information  and  considering  its various
     claims and  defenses,  in the  opinion of  management,  the outcome of this
     action  should  not  have  a  materially   adverse   effect  on  Evergood's
     consolidated  financial  statements.  It should be noted that the discovery
     engaged in this matter has been as  extensive  and  pervasive as the matter
     described in the immediately preceding paragraph.

     In  2000,  Macerich  Corp.,  a  landlord  in a mall in  Boulder,  Colorado,
     initiated a lawsuit  against  Evergood  seeking  performance  of an alleged
     guaranty of a lease entered into by a Great Earth  franchisee.  The lawsuit
     is pending in the District Court, Boulder County, State of Colorado.  There
     have been numerous  motions filed in this matter,  some pretrial  discovery
     and it is  presently  scheduled  to go to trial in 2002.  In the opinion of
     management,  the  outcome of this suit will not have a  materially  adverse
     effect upon the consolidated financial statements of the Company.

     In the last quarter of 2001, Total Health  Communications  Inc. initiated a
     lawsuit in State  Court in Utah in the Fifth  Judicial  District  Court for
     Washington  County,  Utah seeking  damages from  Bodyonics,  Ltd. and Total
     Health  Holdings  LLC, and others in connection  with an alleged  breach of
     contract by Evergood.  The material  allegations of the complaint have been
     denied  by the  Company  who has  filed  motions  seeking  to  dismiss  the
     complaint,  and in the alternative moving the case to the Eastern District,
     Federal  Court of the State of New York.  Evergood has various  affirmative

Continued

                                       22
<PAGE>
     defenses  and  significant  couterclaims  it expects to  interpose  in this
     action at the appropriate  time.  Presently,  this matter is pending in the
     Federal  Court in Utah after  various  papers  were filed with the Court to
     obtain the  removal.  This matter is not covered by  insurance.  Based upon
     currently  available  information  and  considering  its various claims and
     defenses,  in the opinion of  management,  the outcome of the action should
     not have a materially adverse effect on Evergood's  consolidated  financial
     statements.

     During 2001, a lawsuit was commenced by Bonnie J. Sampler, individually and
     as  Administratrix of her late husband's estate in the Supreme Court of the
     State of New York,  County of Nassau,  alleging  that her husband died as a
     result of his use of a product  manufactured,  distributed  and marketed by
     Evergood. An answer has been interposed denying the material allegations of
     the complaint.  This lawsuit is currently in the early discovery stage and,
     accordingly,  Evergood is currently  unable to predict the likely  outcome.
     Although  certain  causes of action  under these  lawsuits  are not covered
     under Evergood's insurance policies, management believes that any potential
     liability in excess of that which is covered by  insurance  will not have a
     material financial impact on Evergood.

     During 2001 and the first quarter of the fiscal year 2002, 20 lawsuits were
     initiated  in  various  forms in  Federal  and  State  courts  by  numerous
     plaintiffs  in  jurisdictions  including  the  States of  Alabama,  Nevada,
     California,  New York, and Washington  seeking  damages in connection  with
     their use or ingestion of a product  manufactured  by Evergood for Cytodyne
     Technologies,  Inc. These lawsuits are in various  discovery stages in each
     of the  jurisdictions.  Discovery  in  these  numerous  matters  vary  from
     production of documents to attendance at numerous examinations before trial
     and the filing of various substantiative motions, including but not limited
     to motions for summary judgment.  Although,  certain causes of action under
     these  lawsuits  are  not  covered  under  Evergood's  insurance  policies,
     management believes that any potential liability in excess of that which is
     covered by insurance will not have a material financial impact on Evergood.

     There are currently  pending four disparate actions in Italy. Each of these
     involve  allegations  concerning the ingestion of products  manufactured by
     Evergood.  These cases are being  litigated under the laws of Italy and are
     in early discovery stages.  The Company's outside general counsel is active
     as co-counsel  with Italian  counsel in these matters.  Although  causes of
     action under these  lawsuits  are not covered  under  Evergood's  insurance
     policies,  management believes that any potential liability will not have a
     material  financial  impact  on  Evergood  or  its  consolidated  financial
     statements.

     In the  latter  part of 2001,  an  action  was  commenced  by the  State of
     California  against  Evergood  in  the  Superior  Court  of  the  State  of
     California,  County of Alameda,  seeking damages in connection with certain
     products manufactured by Evergood.  Substantive motions seeking substantive
     relief  have been  filed in this  matter.  It is  impossible  to  currently
     predict  the  outcome of this  litigation;  however,  based upon  currently
     available  information and considering its various claims and defenses,  in
     the opinion of  management,  the  outcome of this action  should not have a
     materially adverse effect on Evergood's consolidated financial statements.

     In the first quarter of 2002, three separate actions were commenced against
     Evergood in the Superior  Court of the State of  California,  County of Los
     Angeles  regarding the product KAVA. It is  anticipated  that these actions
     may be certified as a class action.  The suits are first  commencing and no
     responsive  pleadings  have yet been filed.  It is  impossible to currently
     predict  the  outcome  of these  actions,  however,  based  upon  currently
     available  information and considering its various claims and defenses,  in
     the opinion of  management,  the outcome of these actions should not have a


Continued

                                       23
<PAGE>
     materially adverse effect on Evergood's consolidated financial statements.


     Additionally,  during the calendar  year 2001,  various  third parties have
     attempted to infringe upon trademark and  intellectual  property  rights of
     Evergood.  Generally,  Evergood  has been able to protect  its  proprietary
     rights without the need for extensive litigation.  Currently,  there are no
     active trademark  infringement lawsuits pending other than those referenced
     above.


Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

              None.

         (b)  Reports on Form 8-K

              None.

                                       24
<PAGE>
Signatures


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
     Exchange  Act of 1934,  the  Registrant  has duly  caused this report to be
     signed on its behalf by the undersigned thereunto duly authorized.



     Date:   May 14,2002                EVERGOOD PRODUCTS CORPORATION

                                        By: /s/ Stephen R. Stern
                                        ---------------------------------
                                        Chief Financial Officer and
                                        Principal Accounting Officer

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