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 June 30, 2001

                                       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 August 8, 2001, 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, 2000 and June 30, 2001                      3-4

         Statements of Operations
          For the Three and Six Months Ended June 30, 2000 and 2001  5

         Statements of Cash Flows
          For the Six Months Ended June 30, 2000 and 2001          6-7

         Notes to Consolidated Financial Statements               8-12

Item 2. Management's  Discussion and Analysis of Financial
         Condition and Results of Operations                     12-18

Item 3. Quantitative and Qualitative Disclosures About Market
         Risk                                                    18-19

Item 4. Submission of Matters to a Vote of Securities Holders       19


Part II. Other Information

Item 1. Legal Proceedings                                        20-21

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

Signatures                                                          21

                                       2
<PAGE>
Part I - Financial Information

Item 1.  Consolidated Financial Statements

EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
                                                             December 31,             June 30,
                                                               2000                    2001
                                                           ===================================
<S>                                                         <C>                   <C>

Assets
  Current Assets
   Cash                                                     $    236,037          $    356,973
      Accounts receivable - less allowance for doubtful
       accounts of $790,893 and $1,113,296 for 2000
       and 2001, respectively                                  8,589,570             7,439,735
      Accounts receivable - related party - less allowance
       for doubtful accounts of $453,845 and $572,096
       for 2000 and 2001, respectively                                 -                     -
      Current maturities of notes receivable - net                65,914                31,622
      Inventory                                                9,577,706            12,128,312
      Deferred tax asset                                       1,286,000             1,402,000
      Deferred franchising costs                                  56,400                21,000
      Prepaid expenses                                           787,217               860,708
                                                             -----------           -----------
                                                              20,598,844            22,240,350
                                                             -----------           -----------
  Fixed Assets - net                                           2,506,042             2,845,922
                                                             -----------           -----------
  Other Assets
   Notes receivable - net of current maturities                   98,442                22,655
   Deferred tax asset                                            333,000               498,000
   Intangible assets - net                                       294,246               281,788
   Other assets                                                   12,853                16,491
                                                             -----------           -----------
                                                                 738,541               818,934
                                                             -----------           -----------
                                                             $23,843,427           $25,905,206
                                                             ===========           ===========
</TABLE>
See notes to consolidated financial statements

                                       3
<PAGE>
EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)

<TABLE>
<CAPTION>
                                                             December 31,            June 30,
                                                               2000                   2001
                                                           ===================================
<S>                                                          <C>                   <C>
Liabilities and Stockholders' Equity
  Current Liabilities
   Accounts payable                                          $ 9,133,954           $13,573,983
   Accrued expenses                                            2,324,275             1,753,569
   Unearned franchise fees                                       187,500               147,500
   Income taxes payable                                          101,887                     -
   Current maturities of long-term debt                          240,000               240,000
   Current maturities of loans payable - officers                142,009                     -
                                                             -----------           -----------
                                                              12,129,625            15,715,052
                                                             -----------           -----------
  Other Liabilities
   Loan payable                                                6,976,796             5,752,723
   Long-term debt - net of current maturities                  1,255,500             1,135,500
                                                             -----------           -----------
                                                               8,232,296             6,888,223
                                                             -----------           -----------
  Commitments and Contingencies

  Stockholders' Equity
   Common stock                                                   45,462                45,462
   Additional paid-in capital                                  7,855,052             7,855,052
   Accumulated (deficit)                                      (4,114,974)           (4,294,549)
                                                             -----------           -----------
                                                               3,785,540             3,605,965
   Less:  Treasury stock                                         304,034               304,034
                                                             -----------           -----------
                                                               3,481,506             3,301,931
                                                             -----------           -----------
                                                             $23,843,427           $25,905,206
                                                             ===========           ===========
</TABLE>
See notes to consolidated financial statements.

                                       4
<PAGE>
EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
                                    For the Three Months Ended        For the Six Months Ended
                                             June 30,                           June 30,
                                    --------------------------        -------------------------
                                       2000             2001              2000          2001
                                    -----------------------------------------------------------
<S>                                 <C>            <C>               <C>             <C>
Net Revenue                         $15,897,614    $18,355,411       $31,146,993     $34,933,153

Cost of Revenue                      11,398,786     11,871,090        22,368,858      23,730,310
                                    -----------    -----------       -----------     -----------
                                      4,498,828      6,484,321         8,778,135      11,202,843

Selling, General and
 Administrative Expenses              3,768,056      5,917,401         7,914,954      11,151,265
                                    -----------    -----------       -----------     -----------
Income Before Other Income
 (Expenses)                             730,772        566,920           863,181          51,578
                                    -----------    -----------       -----------     -----------
Other Income (Expenses)
 Interest (expense)                    (203,105)      (152,970)         (409,111)       (369,153)
 Other income                                 -              -         1,295,630               -
                                    -----------    -----------       -----------     -----------
                                       (203,105)      (152,970)          886,519        (369,153)
                                    -----------    -----------       -----------     -----------
Income (Loss) Before Provision
 for Income Taxes                       527,667        413,950         1,749,700        (317,575)
                                    -----------    -----------       -----------     -----------
Provision for Income Taxes
 Current                                 23,125        140,000           277,250         143,000
 Deferred                               178,000        (15,000)          396,000        (281,000)
                                    -----------    -----------       -----------     -----------
                                        201,125        125,000           673,250        (138,000)
                                    -----------    -----------       -----------     -----------
Net Income (Loss)                   $   326,542    $   288,950       $ 1,076,450     $  (179,575)
                                    ===========    ===========       ===========     ===========


Basic and Diluted Net Income
 (Loss) Per Share                   $       .07    $       .06       $       .25     $      (.04)
                                    ===========    ===========       ===========     ===========

Weighted Shares Used in
 Computation                          4,475,957      4,475,957         4,230,712       4,475,957
                                    ===========    ===========       ===========     ===========
</TABLE>
See notes to consolidated financial statements.

                                       5
<PAGE>
EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)                                                          Page 1 of 2
<TABLE>
<CAPTION>
                                                        For the Six Months Ended
                                                                June 30,
                                                        ------------------------
                                                          2000            2001
                                                        ------------------------
<S>                                                     <C>          <C>
Cash Flows from Operating Activities
 Net income (loss)                                      $ 1,076,450  $  (179,575)
                                                        -----------  -----------
 Adjustments to reconcile net income (loss) to net cash
  provided by (used for) operating activities:
   Depreciation and amortization                            155,799      327,717
   Provision (benefit) for deferred taxes                   396,000     (281,000)
   Stock issued for consulting fees                         684,821            -
   Increase (decrease) in allowance for doubtful
    accounts and notes receivable                           127,000      412,812
   Write-off of accounts receivable and notes receivable     72,235      121,419
   (Gain) loss on disposal of fixed assets                   (8,000)      53,231
   (Increase) decrease in:
    Accounts receivable                                  (2,788,369)     690,827
    Accounts receivable - related party                    (147,020)           -
    Inventory                                              (562,220)  (2,550,606)
    Deferred franchising costs                                2,000       35,400
    Prepaid expenses                                       (182,880)     (73,491)
    Notes receivable                                        (36,018)      34,857
    Other assets                                           (181,000)      (3,638)
   Increase (decrease) in:
    Accounts payable                                      1,499,592    4,440,029
    Accrued expenses and sundry liabilities                 683,441     (570,706)
    Unearned franchise fees                                 (52,500)     (40,000)
    Income taxes payable                                    (35,740)    (101,887)
                                                        -----------  -----------
                                                           (372,859)   2,494,964
                                                        -----------  -----------
                                                            703,591    2,315,389
                                                        -----------  -----------
Cash Flows from Investing Activities
 Purchase of fixed assets                                  (876,316)    (708,371)
 Restricted cash as security for equipment lease             36,410            -
 Proceeds from sale of machinery and equipment                8,000            -
                                                        -----------  -----------
                                                           (831,906)    (708,371)
                                                        -----------  -----------
</TABLE>
See notes to consolidated financial statements.

                                       6
<PAGE>
EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)                                                          Page 2 of 2
<TABLE>
<CAPTION>
                                                        For the Six Months Ended
                                                                June 30,
                                                        ------------------------
                                                          2000            2001
                                                        ------------------------
<S>                                                     <C>          <C>
Cash Flows from Financing Activities
 Increase (decrease) in loan payable                    $   198,894  $(1,224,073)
 Payments of notes payable                                 (138,250)    (120,000)
 Payments of officers' loans                                (39,379)    (142,009)
                                                        -----------  -----------
                                                             21,265   (1,486,082)
                                                        -----------  -----------
Increase (Decrease) in Cash                                (107,050)     120,936

Cash - beginning                                            445,849      236,037
                                                        -----------  -----------
Cash - end                                              $   338,799  $   356,973
                                                        ===========  ===========
</TABLE>

See notes to consolidated financial statements.

                                       7
<PAGE>
EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2001                                                        (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 six months
     ended June 30, 2001,  are not  necessarily  indicative of the results to be
     expected for the year ending December 31, 2001. These financial  statements
     and notes should be read in conjunction  with the financial  statements and
     notes  thereto  included  in the  Company's  Form  10K for the  year  ended
     December 31, 2000.


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  include the  effects of  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,           June 30,
                                                   2000                  2001
                                                --------------------------------
              <S>                               <C>                  <C>

              Raw Materials                     $4,983,743           $ 4,779,452
              Work-in-Process                    1,367,494             3,709,844
              Finished Goods                     3,226,469             3,639,016
                                                ----------           -----------
                                                $9,577,706           $12,128,312
                                                ==========           ===========
</TABLE>
Continued

                                       8
<PAGE>
4 -  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.


     Segment  information  for the three and six months  ended June 30, 2000 and
     2001 was as follows:

<TABLE>
<CAPTION>
                                                                    Brand
                        Manufacturing       Franchising          Development       Corporate          Total
                        ---------------------------------------------------------------------------------------
<S>                      <C>                 <C>                <C>               <C>               <C>
Three Months Ended
 June 30, 2000
 Net revenue from
  external customers     $ 11,247,546        $ 3,092,083        $ 1,557,985       $         -       $15,897,614
 Intersegment net sales     2,785,339             21,546                  -                 -         2,806,885
 Operating income (loss)    1,050,281           (141,839)          (133,041)          (44,629)          730,772
 Total assets              13,112,623          5,409,294          2,840,655         1,267,597        22,630,169


Three Months Ended
 June 30, 2001
  Net revenue from
   external customers    $ 12,614,429        $ 2,960,974        $ 2,780,008       $         -     $  18,355,411
  Intersegment net sales    3,285,152             57,979                  -                 -         3,343,131
  Operating income (loss)   2,413,943           (344,349)        (1,482,214)          (20,460)          566,920
  Total assets             15,606,970          4,387,424          4,371,812         1,539,000        25,905,206


Continued

                                       9
<PAGE>
                                                                    Brand
                        Manufacturing       Franchising          Development       Corporate          Total
                        ---------------------------------------------------------------------------------------
Six Months Ended
 June 30, 2000
 Net revenue from
  external customers     $ 21,672,057        $ 6,334,567        $ 3,140,369       $         -       $ 31,146,993
 Intersegment net sales     5,392,673             41,853                  -                 -          5,434,526
 Operating income (loss)    2,170,074           (166,498)          (383,813)         (756,582)           863,181
 Total assets              13,112,623          5,409,294          2,840,655         1,267,597         22,630,169

Six Months Ended
 June 30, 2001
 Net revenue from
  external customers     $ 24,230,612        $ 5,910,874        $ 4,791,667       $         -       $ 34,933,153
 Intersegment net sales     5,680,735            113,239                  -                 -          5,793,974
 Operating income (loss)    3,527,954           (903,600)        (2,530,548)          (42,228)            51,578
 Total assets              15,606,970          4,387,424          4,371,812         1,539,000         25,905,206

</TABLE>
        Revenue from the franchising segment are comprised of the following:

<TABLE>
<CAPTION>
                                For the Three Months Ended      For the Six Months Ended
                                           June 30,                     June 30,
                                --------------------------      ------------------------
                                   2000           2001             2000           2001
                                --------------------------------------------------------
<S>                            <C>            <C>                <C>            <C>
Sale of Products               $2,645,341     $2,521,796         $5,414,974     $5,039,603
Royalties                         378,742        404,178            789,093        836,271
Sale of Franchises                 68,000         35,000            130,500         35,000
                               ----------     ----------         ----------     ----------
                               $3,092,083     $2,960,974         $6,334,567     $5,910,874
                               ==========     ==========         ==========     ==========
</TABLE>
Product  sales  include  $40,245 and $48,059 of sales for the three months ended
June 30, 2000 and 2001, respectively, and $98,380 and $94,069 for the six months
ended  June 30,  2000 and 2001,  respectively,  from a  Company-owned  franchise
store, which was acquired in 2000.

Continued

                                       10
<PAGE>
5 -  Litigation

     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.  Both suits are currently
     in a 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.

     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
     Halgley. 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 are presently engaged in settlement negotiations.

     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-franchisor,  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  $10,000,000.  Subsequently,  GEIFC  has
     amended  its  complaint  seeking  other  damages for  additional  trademark
     infringement  with damages sought in excess of  $10,000,000.  Discovery has
     commenced. The parties have entered into a scheduling order for the purpose
     of conducting discovery. 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 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 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  the  Company's  consolidated
     financial statements.

Continued

                                       11
<PAGE>
     Certain litigations have been initiated in federal and state courts located
     in the States of  Washington,  California  and Alabama  involving a product
     manufactured  by the Company.  These matters are being  defended by counsel
     appointed  by  the  Company's  insurance  company.  Currently,  it  is  the
     Company's opinion that these matters are not material and should be covered
     by insurance.

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
     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  revenue 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
     revenue 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  revenue  from  the  wholesale  and  retail  sale of  vitamins  and
     nutritional supplements under its own nationally advertised brand name.


Continued

                                       12
<PAGE>
Results of Operations

Six months ended June 30, 2000 compared with six months ended June 30, 2001:

Revenue
-------

Consolidated  revenue  for the six months  ended June 30,  2000 and 2001 were as
follows:
<TABLE>
<CAPTION>
                                                        June 30,
                                 --------------------------------------------------------
                                             2000                          2001
                                 ------------------------        ------------------------
                                    Amount        Percent          Amount         Percent
                                 -----------      -------        -----------      -------
<S>                              <C>               <C>           <C>                <C>
Segment:
 Manufacturing                   $21,672,000        70.0%        $24,231,000        69.0%
 Franchising                       6,335,000        20.0           5,910,000        17.0
 Brand Development                 3,140,000        10.0           4,792,000        14.0
                                 -----------       -----         -----------       -----
Consolidated                     $31,147,000       100.0%        $34,933,000       100.0%
                                 ===========       =====         ===========       =====
</TABLE>


Consolidated   revenue  for  the  six  months   ended  June  30,  2001  rose  by
approximately  $3,786,000,  an increase of 12.0% over the six months  ended June
30, 2000.

Revenue from product sales by all segments increased by approximately $3,835,000
or 12.7% from $30,227,000 in 2000 to $34,062,000 in 2001.  Company-wide sales to
the  franchise  system  decreased  $503,000 or 9.1% from  $5,554,000  in 2000 to
$5,051,000 in 2001.  Company-wide sales to unaffiliated  customers  increased by
approximately  $4,337,000 or 17.6% from  $24,673,000  in 2000 to  $29,010,000 in
2001.  Consolidated revenue also includes royalties and franchise fees earned by
the  franchising  segment.  Royalties  increased by  approximately  $47,000 from
$789,000  in 2000 to  $836,000  in 2001.  Franchise  fee  revenue  decreased  by
approximately $96,000 from $131,000 in 2000 to $35,000 in 2001.

Manufacturing  segment  sales  increased  approximately  $2,559,000,  reflecting
additional sales to 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  $425,000 primarily
reflects  a decrease  in sale of  products  to  franchises,  and a  decrease  in
franchise  fee  revenue.  The decline in sales was  primarily  due to  increased
competition  from national  vitamin  chains,  vitamin  discounters  and internet
sales.

Continued

                                       13
<PAGE>
Brand  development  sales increased by approximately  $1,652,000  primarily as a
result of increases in advertising  and  promotional  expenses.  Advertising for
this segment was  approximately  $4,100,000 in 2001 compared with  $1,600,000 in
2000, an increase of approximately $2,500,000 or 156.3%.

Operating Income
----------------

Operating income for the six months ended June 30, 2000 and 2001 is comprised as
follows:
<TABLE>
<CAPTION>
                                            June 30,
                       --------------------------------------------------
                                2000                        2001
                       ----------------------    ------------------------
                                      Percent                     Percent
                                        of                          of
                                      Segment                     Segment
                         Amount       Revenue      Amount         Revenue
                       --------------------------------------------------
<S>                    <C>            <C>        <C>               <C>
Segment:
 Manufacturing         $2,170,000      10.0%     $ 3,528,000        14.6%
 Franchising             (166,000)     (2.6)        (904,000)      (15.3)
 Brand Development       (385,000)    (12.4)      (2,531,000)      (52.8)
 Corporate               (756,000)        -          (42,000)          -
                       ----------                -----------
Consolidated           $  863,000       2.7%     $    51,000       .1%
                       ==========                ===========
</TABLE>

Consolidated  operating  income for the six months ended June 30, 2001 decreased
by  approximately  $812,000.  The  increase  in gross  margin  of  approximately
$2,425,000  resulted  from a combination  of higher sales and improved  margins.
This  increase was offset by increases  in selling,  general and  administrative
expenses,  primarily advertising and promotion expenses,  officers' salaries and
professional fees.

Manufacturing segment operating income increased by approximately  $1,358,000 in
the six  months  ended  June 30,  2001.  Manufacturing  gross  profit  increased
approximately $1,875,000,  offset by increases in manufacturing segment selling,
general and administrative  expenses of approximately  $517,000. The increase in
gross profit was caused  primarily  by  increases in sales and  decreases in the
cost of raw material.  The $517,000  increase in manufacturing  segment selling,
general and administrative expenses reflects primarily increases in salaries and
professional fees.

Franchising  segment operating loss increased by approximately  $738,000 for the
six months ended June 30, 2001 compared with the six months ended June 30, 2000.
The change is primarily  due to lower sales and lower  margins of  approximately
$75,000 and increases in selling, general and administrative expenses, primarily
warehouse  charges  of  $69,000,  bad  debt of  $126,000,  professional  fees of
approximately  $147,000,  consulting fees of $63,000,  salaries of approximately
$222,000 and other miscellaneous expenses of approximately $36,000.

Continued

                                       14
<PAGE>
Brand development  operating loss increased by approximately  $2,146,000 for the
six months ended June 30, 2001 from June 30, 2000. This resulted  primarily from
increased  advertising and promotional  expenses offset by increased revenue and
higher   gross  profit  of   approximately   $626,000.   Selling,   general  and
administrative  expenses  increased by $ 2,772,000  due mostly to an increase in
advertising and promotion expenses of approximately $2,606,000.

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

Consolidated  net loss of  approximately  $179,000 for the six months ended June
30, 2001 was comprised of an operating  profit of $52,000,  interest  expense of
$369,000, and a tax benefit of $138,000.

For the six  months  ended  June  30,  2000,  the  Company  had  net  income  of
$1,076,000,  comprised of  operating  income of  $863,000,  interest  expense of
$409,000 and income from litigation settlements of $1,295,000. Additionally, the
Company recorded a tax expense of $673,000.

Three months ended June 30, 2000 compared with three months ended June 30, 2001:

Revenue
-------

Consolidated  revenue for the three  months ended June 30, 2000 and 2001 were as
follows:
<TABLE>
<CAPTION>
                                                June 30,
                         -------------------------------------------------
                                   2000                      2001
                         ----------------------      ---------------------
                            Amount      Percent      Amount      Percent
                         -------------------------------------------------
<S>                      <C>             <C>         <C>           <C>
Segment:
 Manufacturing           $11,248,000     71.0%       $12,614,000    68.7%
 Franchising               3,092,000     19.0          2,961,000    16.1
 Brand Development         1,558,000     10.0          2,780,000    15.2
                         -----------    -----        -----------   -----
Consolidated             $15,898,000    100.0%       $18,355,000   100.0%
</TABLE>
Consolidated  revenue  for the three  months  ended June 30, 2001  increased  by
approximately  $2,457,000,  an  increase of  approximately  15.5% over the three
months ended June 30, 2000.

Revenue from product sales by all segments increased by approximately $2,465,000
or 16.0% from $15,451,000 in 2000 to $17,916,000 in 2001.  Company-wide sales to
the franchise  system  decreased by $200,000 or 7.3% from  $2,744,000 in 2000 to
$2,544,000 in 2001.  Company-wide sales to unaffiliated  customers  increased by
approximately  $2,665,000 or 21.0% from  $12,707,000  in 2000 to  $15,372,000 in
2001.  Consolidated revenue also includes royalties and franchise fees earned by
the  franchising  segment.  Royalties  increased  by  approximately  $25,000  to
$404,000  in the  three  months  ended  June 30,  2001  from  $379,000  in 2000.
Franchise   fees  for  the  three  months  ended  June  30,  2000  decreased  by
approximately $33,000 from $68,000 in 2000 to $35,000 in 2001.

Continued

                                       15
<PAGE>
Manufacturing  segment sales  increased  approximately  $1,366,000 for the three
months  ended  June  30,  2001  were  primarily  due to  increased  sales to the
Company's largest customers. There were no significant changes in selling prices
during the 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 the franchising segment revenue of approximately $131,000 in the
three  months  ended June 30,  2001  primarily  reflects a decrease  in sales of
products to franchisees,  higher royalties and lower franchise fees. The decline
in sales was  primarily  due to  increased  competition  from  national  vitamin
chains, vitamin discounters and internet sales.

Brand  development  sales increased by approximately  $1,222,000  primarily as a
result of increases in advertising  and  promotional  expenses.  Advertising for
this segment was  approximately  $2,310,000  in 2001  compared  with $904,000 in
2000, an increase of $1,406,000 or 155.5%.

Operating Income
----------------

Operating  income  for the  three  months  ended  June 30,  2000 and 2001 was as
follows:
<TABLE>
<CAPTION>
                                            June 30,
                       --------------------------------------------------
                                2000                        2001
                       ----------------------    ------------------------
                                      Percent                     Percent
                                        of                          of
                                      Segment                     Segment
                         Amount       Revenue      Amount         Revenue
                       --------------------------------------------------
<S>                    <C>            <C>        <C>               <C>
Segment:
 Manufacturing         $1,050,000      9.3%      $2,414,000         19.1%
 Franchising             (142,000)    (4.6)        (344,000)       (11.6)
 Brand Development       (133,000)    (8.5)      (1,483,000)       (53.3)
 Corporate                (45,000)       -          (20,000)           -
                       ----------      ---       ----------         ----
Consolidated           $  730,000      4.6%      $  567,000          3.1%
                       ==========                ==========
</TABLE>
Consolidated operating income for the three months ended June 30, 2001 decreased
by  approximately   $163,000.   For  the  three  months  ended  June  30,  2001,
consolidated  gross margin increased by approximately  $1,985,000 and was offset
by an increase in selling,  general and administrative expenses in the amount of
$2,149,000.  The increase in gross margin resulted from higher  revenues,  lower
raw material costs and lower labor costs.

Company-wide  gross profit from the franchise  system for the three months ended
June 30, 2001  increased  by $13,000.  This  increase  was  primarily  due to an
increase in gross margins of a company-owned  franchise store and an increase in
royalties  offset  by a  decrease  in sales to  franchisees  and a  decrease  in
franchise  fees.  Company-wide  gross profit from  unaffiliated  parties for the
three  months  ended June 30, 2001  increased by  $1,972,000.

Continued

                                       16
<PAGE>
The increases in consolidated selling,  general and administrative  expenses for
the three months  ended June 30, 2001 of  approximately  $2,149,000  were due to
increases in advertising and promotional  expenses,  professional fees, salaries
and bad debt expense.

Manufacturing segment operating income increased for the three months ended June
30, 2001 by approximately $1,364,000. Increases in manufacturing gross profit of
approximately  $1,629,000  were  reduced by  increases  in selling,  general and
administrative  expenses of  approximately  $265,000.  These  increases  reflect
additional   expenditures  in  salaries,   professional  fees,  and  travel  and
entertainment expenses.

Franchising  segment  operating  losses for the three months ended June 30, 2001
increased by  approximately  $203,000.  This  decrease was due to an increase in
gross margin of $109,000 and higher selling, general and administrative expenses
of approximately $312,000. The increases in selling,  general and administrative
expenses  were due  primarily to an increase in bad debt  expense,  salaries and
professional fees.

Brand  development  operating  losses for the three  months  ended June 30, 2001
increased by approximately $1,350,000. Increases in gross margin of $248,000 for
the three months were  exceeded by higher  selling,  general and  administrative
expenses, primarily advertising and promotion costs.

Net Income
----------

Consolidated  net income of  approximately  $289,000  for the three months ended
June 30, 2001 was comprised of an operating profit of $567,000, interest expense
of $153,000 and a tax provision of $125,000.

For the  three  months  ended  June 30,  2000,  the  Company  had net  income of
$327,000,  comprised of operating  income of $731,000,  and interest  expense of
$203,000. Additionally, the Company recorded a tax expense of $201,000.

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

The Company's balance sheet reflects working capital of approximately $6,525,000
at June 30, 2001 compared with approximately  $8,469,000 at December 31, 2000, a
decrease of $1,944,000.  Items  contributing  to the decrease in working capital
included the  utilization of current assets to purchase  equipment in the amount
of $708,000 and to reduce long-term debt by approximately $1,486,000.

Cash flows generated from operations for the six months ended June 30, 2001 were
approximately  $2,315,000.  Changes in other operating  assets and  liabilities,
primarily an increase in accounts  payable  offset by  increases  in  inventory,
accounted for the increase in operating cash flow. Accounts receivable decreased
by approximately  $691,000,  mainly because one of the Company's major customers
has continued paying at a much quicker pace.  Inventory increased  approximately
$2,551,000,  mainly  because of a significant  increase in orders for July sales
and significant stocks of a new product which was introduced and shipped shortly
after the end of the quarter.

Continued

                                       17
<PAGE>
     Cash  used  for  financing   activities  in  the  amount  of  approximately
     $1,486,000  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 June  30,  2001,  the  Company  had  available
     approximately $1,900,000 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.

     Risks Related to Our Business
     -----------------------------

     Effect of Adverse Publicity

     The  Company's   products  consist  of  vitamins,   minerals,   nutritional
     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  chargebacks 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. Although the Company's
     existing  investments are not considered at risk with respect to changes in
     interest  rates or markets for these  instruments,  the  Company's  rate of
     return  on  short-  term  investments  could  be  affected  at the  time or
     reinvestment as a result of intervening events.

Continued

                                       18
<PAGE>
     The interest rate on the  Company's  borrowings  are  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.

     The cost of commodities are subject to market fluctuation.  The Company has
     not  attempted  to  hedge  against   fluctuations  in  the  prices  of  the
     commodities   it  purchases   using  future,   forward,   option  or  other
     instruments.  As a result, the Company's future  commodities  purchases are
     subject to changes in the prices of such commodities.

     Foreign private label customers generally conduct business with the Company
     and make payments in, United States  dollars,  reducing the risks  inherent
     with changes in the values of foreign currencies.  As a result, the Company
     has not purchased future  contracts,  options or other instruments to hedge
     against changes in values of foreign currencies.

Item 4. Submission of Matters to a Vote of Securities Holders

     The Annual Meeting of Stockholders of the Company was held on June 14, 2001
     at which meeting the stockholders voted to elect three individuals to serve
     as  directors  of the  Company,  for a three  year  term,  and  ratify  the
     appointment  of Raich Ende  Malter & Co. LLP as the  Company's  independent
     certified public accountants for the year ending December 31, 2001.

     The results of the matters voted on at the Annual Meeting are shown below.

     a.   The nominees for directors of the Company are listed  below,  together
          with the number of votes cast for, and abstained  with respect to each
          such nominee.

<TABLE>
<CAPTION>
                                                For     Against   Abstain
                                             ----------------------------
     <S>                                     <C>                   <C>
     Mel Rich                                3,182,908             29,081
     Stephen R. Stern                        3,182,908             29,081
     Charlotte Rich                          3,183,908             28,081
</TABLE>

     b.   Other matters voted upon at the meeting and the results of these votes
          were as follows:

<TABLE>
<CAPTION>
                                                For     Against   Abstain
                                             ----------------------------
     <S>                                     <C>          <C>      <C>
     Ratification of Raich Ende Malter & Co.
      LLP as the Company's independent
      certified public accountants           3,196,539    1,450    14,000
</TABLE>

Continued

                                       19
<PAGE>
Part II - Other Information

Item 1. Legal 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.  Both suits are currently
     in a 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.

     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
     Halgley. 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 are presently engaged in settlement negotiations.

     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-franchisor,  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  $10,000,000.  Subsequently,  GEIFC  has
     amended  its  complaint  seeking  other  damages for  additional  trademark
     infringement  with damages sought in excess of  $10,000,000.  Discovery has
     commenced. The parties have entered into a scheduling order for the purpose
     of conducting discovery. 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 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 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  the  Company's  consolidated
     financial statements.

Continued

                                       20
<PAGE>
     Certain litigations have been initiated in federal and state courts located
     in the States of  Washington,  California  and Alabama  involving a product
     manufactured  by the Company.  These matters are being  defended by counsel
     appointed  by  the  Company's  insurance  company.  Currently,  it  is  the
     Company's opinion that these matters are not material and should be covered
     by insurance.


Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits
          10-10  Amended   Employment   Agreement   between  Evergood   Products
          Corporation and Charlotte Rich dated May 25, 2001.

     (b)  Reports on Form 8-K
          None.


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 13, 2001          EVERGOOD PRODUCTS CORPORATION

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


                                       21