SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-Q/A


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


                  For the quarterly period ended June 30, 2002

                                       OR

      [X]  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 August 12, 2002, the registrant  had 4,475,957  shares  outstanding of its
Common Stock, $.01 par value.

<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings


          During  the first six months of the fiscal  year  2002,  Evergood  was
     engaged in more than 40 different active litigations - each currently is 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.  The  Hillebrand  matter is
     scheduled  to go to trial on October 7, 2002.  The Aube matter is scheduled
     to go to a mandatory settlement conference on October 25, 2002 and to trial
     on November 18, 2002.  Moreover,  there are still expert  disclosures  that
     need to be made in each of these matters as well as  additional  deposition
     discovery in the Aube matter.  Management believes potential liability,  if
     any,  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.  ("GEIFC")
     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.  Management  believes  the outcome of these  matters will not
     have a material adverse effect on the Company.


          In  December  2000,  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,  among  other  things,  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 damages for additional trademark infringement in a sum 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.  The parties  are now  exchanging
     expert  discovery as well as  scheduling  additional  depositions  prior to
     trial.  This  matter is  currently  scheduled  to go to trial in the fourth
     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
     material adverse effect on the Company.

                                       2
<PAGE>

          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 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 is in the same discovery  stage as the 1039405 Ontario
     matter as it has now been consolidated with that matter.  Therefore, due to
     the  consolidation  with the 1039405 Ontario action for all purposes,  this
     action should not have a material adverse effect on the Company.

          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  arbitration on August 23, 2002. In
     the  opinion  of  management,  the  outcome  of this  suit  will not have a
     material adverse effect on 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.  Evergood has various affirmative  defenses and
     significant  couterclaims  which it has now interposed in this action.  The
     Court  dismissed  the case against all  defendants  except  Bodyonics.  The
     Company has commenced a third party action against one of the principals of
     Total Health Communications,  Inc. 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 material adverse effect on the Company.

          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  although   depositions   have  been   scheduled.
     Accordingly,  Evergood is currently  unable to predict the likely  outcome.
     Although  certain  causes of action  under these  lawsuits  are not covered
     under  the  Company's  insurance  policies,  management  believes  that any
     potential liability will not have a material adverse effect on the Company.

          During  2001 and the first six months of fiscal  year  2002,  numerous
     lawsuits  were  initiated in various  forums in Federal and State courts by
     numerous  plaintiffs  in  jurisdictions  but not  limited  to the States of
     Alabama, Nevada, California, Illinois, Louisiana, New Jersey, New York, and
     Washington  seeking  damages in connection with their use or ingestion of a
     product  manufactured  by Evergood  for  Cytodyne  Technologies,  Inc. or a
     product  manufactured  in bulk by Evergood for CCA  Industries,  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  Evergoods's  insurance  policies,  management  believes that
     potential  liability,  if any,  in  excess  of that  which  is  covered  by
     insurance will not have a material adverse effect on the Company.

                                       3
<PAGE>

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

          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.  The case is currently  the subject of
     extensive  discovery.   Expert  depositions  have  been  concluded  on  the
     threshold issue of whether  androstenedione  is an anabolic steriod.  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 material adverse effect on the Company.

          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.  These  actions  have  been
     certified as a class action. General demurrers have been filed as well as a
     motion  seeking  dismissal of the action.  The motion has been argued and a
     decision by the court has been rendered.  Essentially  the court has stayed
     the action pending action by the FDA. 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 material
     adverse effect on the Company.

          During the month of August 2002,  five  different  class  actions have
     been commenced in the States of California, Florida, Illinois, New York and
     Pennsylvania.  Each of these  lawsuits seek damages in connection  with the
     marketing and sale of androstenedione, among other products. Each complaint
     alleges an  inability  to  substantiate  the claims made with regard to the
     marketing  attendant  to the  sale of such  products.  The  complaint  also
     alleges  that the  products  do not contain  warnings as to adverse  health
     consequences.  Preliminary  discovery was served along with a number of the
     complaints.  No answers need be  interposed  to the  complaints  as yet. No
     responses to the discovery  requests need be made as yet. In the opinion of
     management,  at this time,  the outcome of these actions  should not have a
     material adverse effect on Evergood.

          Additionally,  during  calendar  year 2001 and the first six months of
     fiscal year 2002,  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.

                                       4
<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:   August 15, 2002                    EVERGOOD PRODUCTS CORPORATION

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