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 September 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 November 9, 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 September 30, 2001                          3-4

          Statements of Operations
           For the Three and Nine Months Ended September 30, 2000 and 2001     5

          Statements of Cash Flows
           For the Nine Months Ended September 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                                       12-20

 Item 3.  Quantitative and Qualitative Disclosures About Market Risk       20-21

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


Part II.  Other Information

 Item 1.   Legal Proceedings                                               21-22

 Item 6.   Exhibits and Reports on Form 8-K                                   22

Signatures                                                                    23

                                       2
<PAGE>


Part I - Financial Information

Item 1.  Consolidated Financial Statements

EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
===============================================================================================

                                                                    December 31,  September 30,
                                                                       2000           2001
                                                                    ---------------------------
<S>                                                                  <C>          <C>
Assets
  Current Assets
      Cash                                                           $   236,037  $   359,629
      Accounts receivable - less allowance for doubtful
       accounts of $790,893 and $1,373,270 for 2000
       and 2001, respectively                                          8,589,570    6,891,778
      Accounts receivable - related party - less allowance
       for doubtful accounts of $453,845 and $624,052
       for 2000 and 2001, respectively                                      -            -
      Current maturities of notes receivable - net                        65,914       39,145
      Inventory                                                        9,577,706   12,197,709
      Deferred tax asset                                               1,286,000    1,500,000
      Deferred franchising costs                                          56,400       21,000
      Prepaid insurance                                                  232,351    1,955,892
      Prepaid other expenses                                             554,866      913,720
                                                                     -----------  -----------
                                                                      20,598,844   23,878,873
                                                                     -----------  -----------
  Fixed Assets - net                                                   2,506,042    3,241,398
                                                                     -----------  -----------
  Other Assets
      Notes receivable - net of current maturities                        98,442       24,692
      Deferred tax asset                                                 333,000      281,000
      Intangible assets - net                                            294,246      275,560
      Other assets                                                        12,853       15,416
                                                                     -----------  -----------
                                                                         738,541      596,668
                                                                     -----------  -----------
                                                                     $23,843,427  $27,716,939
                                                                     ===========  ===========
</TABLE>
See notes to consolidated financial statements.

                                      3
<PAGE>


EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
================================================================================
<TABLE>
<CAPTION>
                                                  December 31,     September 30,
                                                     2000              2001
                                                 -------------------------------
<S>                                                <C>               <C>
Liabilities and Stockholders' Equity
  Current Liabilities
    Accounts payable                               $ 9,133,954       $14,752,014
    Accrued expenses                                 2,324,275         1,564,695
    Unearned franchise fees                            187,500           142,500
    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        16,699,209
                                                   -----------       -----------
  Other Liabilities
    Loan payable                                     6,976,796         6,525,722
    Long-term debt - net of current maturities       1,255,500         1,075,500
                                                   -----------       -----------
                                                     8,232,296         7,601,222
                                                   -----------       -----------
  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)       (4,179,972)
                                                   -----------       -----------
                                                     3,785,540         3,720,542
    Less:  Treasury stock                              304,034           304,034
                                                   -----------       -----------
                                                     3,481,506         3,416,508
                                                   -----------       -----------
                                                   $23,843,427       $27,716,939
                                                   ===========       ===========
</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 Nine Months Ended
                                       September 30,               September 30,
                                --------------------------  -------------------------
                                    2000           2001         2000            2001
                                -----------------------------------------------------
<S>                              <C>           <C>           <C>           <C>

Net Revenue                      $15,903,426   $20,122,878   $47,050,419   $55,056,031

Cost of Revenue                   11,520,387    14,421,056    33,889,245    38,151,366
                                 -----------   -----------   -----------   -----------
                                   4,383,039     5,701,822    13,161,174    16,904,665

Selling, General and
Administrative Expenses            3,992,860     5,403,348    11,907,814    16,554,613
                                 -----------   -----------   -----------   -----------
Income Before Other Income
 (Expense)                           390,179       298,474     1,253,360       350,052
                                 -----------   -----------   -----------   -----------
Other Income (Expense)
 Interest (expense)                 (229,253)     (187,567)     (638,364)     (556,720)
 Other income                           -          201,670     1,295,630       201,670
                                 -----------   -----------   -----------   -----------
                                    (229,253)       14,103       657,266      (355,050)
                                 -----------   -----------   -----------   -----------
Income (Loss) Before Provision
 (Benefit) for Income Taxes          160,926       312,577     1,910,626        (4,998)
                                 -----------   -----------   -----------   -----------
Provision (Benefit) for Income
 Taxes
  Current                            144,250        79,000       421,500       222,000
  Deferred                              -          119,000       396,000      (162,000)
                                 -----------   -----------   -----------   -----------
                                     144,250       198,000       817,500        60,000
                                 -----------   -----------   -----------   -----------
Net Income (Loss)                $    16,676   $   114,577   $ 1,093,126   $   (64,998)
                                 ===========   ===========   ===========   ===========

Basic and Diluted Net Income
 (Loss) Per Share                $     -       $      .03    $        .25  $      (.01)
                                 ===========   ===========   ===========   ===========

Weighted Shares Used in
 Computation                       4,475,957    4,475,957      4,312,460     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 Nine Months Ended
                                                                 September 30,
                                                           -------------------------
                                                             2000             2001
                                                           -------------------------
<S>                                                          <C>          <C>
Cash Flows from Operating Activities
 Net income (loss)                                           $1,093,126   $  (64,998)
                                                             ----------   ----------
 Adjustments to reconcile net income (loss) to net cash
  provided by (used for) operating activities:
   Depreciation and amortization                                368,627      421,092
   Provision (benefit) for deferred taxes                       396,000     (162,000)
   Stock issued for consulting fees                             684,821         -
   Increase (decrease) in allowance for doubtful
    accounts and notes receivable                               555,715      687,990
   Write-off of accounts receivable and notes receivable         72,235      147,361
   (Gain) loss on disposal of fixed assets                       (8,000)      53,231
   (Increase) decrease in:
     Accounts receivable                                     (2,247,373)     915,425
     Accounts receivable - related party                       (143,057)        -
     Inventory                                                 (480,803)  (2,620,003)
     Deferred franchising costs                                  (6,000)      35,400
     Prepaid insurance                                         (204,992)  (1,723,541)
     Prepaid other expenses                                    (170,404)    (358,854)
     Notes receivable                                             6,142       47,535
     Other assets                                               (67,773)      (2,563)
   Increase (decrease) in:
     Accounts payable                                           299,725    5,618,060
     Accrued expenses and sundry liabilities                    923,430     (759,580)
     Unearned franchise fees                                    (42,500)     (45,000)
     Income taxes payable                                        49,646     (101,887)
                                                             ----------   ----------
                                                                (14,561)   2,152,666
                                                             ----------   ----------
                                                              1,078,565    2,087,668
                                                             ----------   ----------
Cash Flows from Investing Activities
 Purchase of fixed assets                                    (1,458,020)  (1,190,993)
 Restricted cash as security for equipment lease                 36,410         -
 Proceeds from sale of machinery and equipment                    8,000         -
 Acquisition of franchise store                                (117,500)        -
                                                             ----------   ----------
                                                             (1,531,110)  (1,190,993)
                                                             ----------   ----------

See notes to consolidated financial statements.

                                       6
<PAGE>


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



                                                           For the Nine Months Ended
                                                                 September 30,
                                                           -------------------------
                                                               2000          2001
                                                           -------------------------

Cash Flows from Financing Activities
 Increase (decrease) in loan payable                        $ (206,241)  $ (451,074)
 Increase (decrease) in notes payable                          617,250     (180,000)
 Payments of officers' loans                                   (69,466)    (142,009)
                                                            ----------   ----------
                                                               341,543     (773,083)
                                                            ----------   ----------
Increase (Decrease) in Cash                                   (111,002)     123,592

Cash - beginning                                               445,849      236,037
                                                            ----------   ----------
Cash - end                                                  $  334,847   $  359,629
                                                            ==========   ==========
</TABLE>
See notes to consolidated financial statements.

                                       7

<PAGE>


EVERGOOD PRODUCTS CORPORATION
 AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)                                                   September 30, 2001
================================================================================




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 nine months
     ended September 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,      September 30,
                                                   2000               2001
                                                -------------------------------

          <S>                                   <C>               <C>

          Raw Materials                         $4,983,743        $ 4,629,400
          Work-in-Process                        1,367,494          3,376,872
          Finished Goods                         3,226,469          4,191,437
                                                ----------        -----------
                                                $9,577,706        $12,197,709
                                                ==========        ===========
</TABLE>
Continued

                                       8
<PAGE>


 4 - Lease Commitment

     In July 2001, the Company  entered into a lease agreement that expires June
     30, 2007.  Following is a schedule of minimum  annual  payments  under this
     lease:
<TABLE>
                <S>                   <C>
                June 30, 2002         $   433,913
                         2003             433,913
                         2004             433,913
                         2005             459,947
                         2006             459,947
                         2007             459,947
                                      -----------
                                      $ 2,681,580
                                      ===========
</TABLE>

5 -  New Accounting Standards

     In July 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS
     No. 142 which requires,  among other things, the discontinuance of goodwill
     amortization.  In  addition,  SFAS  No.  142  includes  provisions  for the
     reclassification  of certain existing  recognized  intangibles as goodwill,
     reassessment  of the  useful  lives  of  existing  recognized  intangibles,
     reclassification of certain intangibles out of previously reported goodwill
     and the  identification  of  reporting  units  for  purposes  of  assessing
     potential  future  impairments  of goodwill.  SFAS No. 142 is effective for
     fiscal years  beginning after December 15, 2001. The Company plans to adopt
     SFAS No. 142 in the fiscal year 2002 and is currently evaluating the impact
     it will have on its financial statements.

6 -  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  and from a wholly  company-owned
     store acquired from a franchisee in February  2000.  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 and nine months ended September 30, 2000
     and 2001 was as follows:
<TABLE>
<CAPTION>
                                                                 Brand
                       Manufacturing       Franchising        Development       Corporate          Total
                       ------------------------------------------------------------------------------------
<S>                       <C>                <C>              <C>               <C>             <C>

Three Months Ended
 September 30, 2000
 Net revenue from
  external customers      $11,408,000        $3,038,000        $1,457,000       $     -         $15,903,000
 Intersegment net sales     1,980,000            32,000              -                -           2,012,000
 Operating income (loss)    1,549,000          (506,000)         (659,000)           6,000          390,000
 Total assets              13,509,000         4,924,000         2,428,000        1,242,000       22,103,000


Three Months Ended
 September 30, 2001
 Net revenue from
  external customers      $15,095,000        $2,759,000        $2,269,000       $     -         $20,123,000
 Intersegment net sales     2,212,000            56,000              -                -           2,268,000
 Operating income (loss)    1,819,000          (360,000)       (1,269,000)         108,000          298,000
 Total assets              18,653,000         4,213,000         3,369,000        1,482,000       27,717,000


Nine Months Ended
 September 30, 2000
 Net revenue from
  external customers      $33,080,000        $9,372,000        $4,598,000       $     -         $47,050,000
 Intersegment net sales     7,373,000           142,000              -                -           7,515,000
 Operating income (loss)    3,719,000          (672,000)       (1,043,000)        (751,000)       1,253,000
 Total assets              13,509,000         4,924,000         2,428,000        1,242,000       22,103,000


Nine Months Ended
 September 30, 2001
 Net revenue from
  external customers      $ 39,326,000       $8,671,000        $7,059,000       $     -         $55,056,000
 Intersegment net sales      7,893,000          169,000              -                -           8,062,000
 Operating income (loss)     5,347,000       (1,264,000)       (3,799,000)          66,000          350,000
 Total assets               18,653,000        4,213,000         3,369,000        1,482,000       27,717,000

</TABLE>

Continued

                                       10

<PAGE>


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

                          For the Three Months Ended     For the Nine Months Ended
                                September 30,                   September 30,
                          --------------------------     -------------------------
                              2000            2001           2000           2001
                          --------------------------------------------------------
<S>                         <C>            <C>            <C>            <C>

Sale of Products            $2,614,000     $2,328,000     $8,029,000     $7,368,000
Royalties                      394,000        416,000      1,183,000      1,253,000
Sale of Franchises              30,000         15,000        160,000         50,000
                            ----------     ----------     ----------     ----------
                            $3,038,000     $2,759,000     $9,372,000     $8,671,000
                            ==========     ==========     ==========     ==========
</TABLE>
     Product  sales  include  $48,079 and $43,608 of sales for the three  months
     ended September 30, 2000 and 2001, respectively,  and $146,459 and $137,677
     for the nine months ended September 30, 2000 and 2001, respectively, from a
     Company-owned franchise store, which was acquired in 2000.


7 - 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  judgment,  damages for breach of
     contract,  and  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.

Continued

                                       11
<PAGE>
     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.

     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

Continued

                                       12

<PAGE>
     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  and  by a  company-owned  store
     acquired in February 2000. The brand  development  segment  obtains revenue
     from the wholesale and retail sale of vitamins and nutritional  supplements
     under its own nationally advertised brand name.

     Results of Operations

     Nine months  ended  September  30,  2001  compared  with nine months  ended
     September 30, 2000:

     Revenue
     -------

     Consolidated  revenue for the nine months ended September 30, 2000 and 2001
     is as follows:
<TABLE>
<CAPTION>
                                    Nine Months Ended September 30,
                               ----------------------------------------
                                     2000                  2001
                               -----------------      -----------------
                               Amount    Percent      Amount    Percent
                               ----------------------------------------
   <S>                      <C>           <C>      <C>           <C>

   Segment:
    Manufacturing           $33,080,000    70.3%   $39,326,000    71.4%
    Franchising               9,372,000    19.9      8,670,000    15.8
    Brand Development         4,598,000     9.8      7,060,000    12.8
                            -----------   ------   -----------   ------
   Consolidated             $47,050,000   100.0%   $55,056,000   100.0%
                            ===========   ======   ===========   ======
</TABLE>
     Consolidated revenue for the nine months ended September 30, 2001 increased
     by approximately $8,006,000 from $47,050,000 in 2000 to $55,056,000 in 2001
     or 17%.

Continued

                                       13
<PAGE>


     Revenue from  product  sales by all  segments  increased  by  approximately
     $8,046,000  or  17.6%  from  $45,707,000  in 2000 to  $53,753,000  in 2001.
     Company-wide  sales to the  franchise  system  decreased  by  approximately
     $784,000  or  9.6%  from   $8,164,000   in  2000  to  $7,380,000  in  2001.
     Company-wide  sales to unaffiliated  customers  increased by  approximately
     $8,830,000  or  23.5%  from  $37,543,000  in 2000 to  $46,373,000  in 2001.
     Consolidated  revenue also includes  royalties and franchise fees earned by
     the franchising segment.  Royalties increased approximately $70,000 for the
     nine  months  ended   September  30,  2000  from   $1,183,000  in  2000  to
     approximately  $1,253,000 in 2001. For the nine months ended  September 30,
     2001,  franchise  fee revenue  decreased  by  approximately  $ 110,000 from
     approximately $160,000 in 2000 to $50,000 in 2001.

     Manufacturing  segment sales increases of approximately  $6,246,000 for the
     nine months ended  September 30, 2001 were primarily due to increased sales
     to the Company's largest  customers.  There were no significant  changes in
     selling prices during these  periods.  Selling prices are based on the cost
     of manufacturing  plus a margin that varies based on the brand and, in some
     cases, a particular product.

     The decrease in franchising  segment revenue of approximately  $702,000 for
     the nine months ended September 30, 2001,  primarily reflects a decrease in
     sale of products to franchises  and lower  franchise  fees.  The decline in
     sales was  primarily due to continuing  competition  from national  vitamin
     chains,  vitamin discounters and internet sales. Revenue from the Company's
     wholly-owned store totaled $138,000 for the nine months ended September 30,
     2001 as compared to $146,000 for the eight month period it was owned in the
     prior year.

     Brand development  sales increased by approximately  $2,462,000 in the nine
     months ended  September 30, 2001. The increase in this segment's  sales was
     primarily  due  to  increased   advertising  and  promotional  efforts,  as
     reflected in the increase in  expenditures to  approximately  $6,173,000 in
     2001 compared with $2,583,000 in 2000.

Continued

                                       14
<PAGE>


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

     Operating  income  (loss) for the nine months ended  September 30, 2000 and
     2001 is comprised as follows:
<TABLE>
<CAPTION>
                              For the Nine Months Ended September 30,
                           ----------------------------------------------
                                  2000                      2001
                           --------------------    ----------------------
                                        Percent                   Percent
                                           of                       of
                                        Segment                   Segment
                             Amount     Revenue      Amount       Revenue
                           ----------------------------------------------
   <S>                    <C>           <C>        <C>            <C>

   Segment:
    Manufacturing         $3,719,000     11.2%     $5,347,000      13.6%
    Franchising             (672,000)    (7.2)     (1,264,000)    (14.6)
    Brand Development     (1,043,000)   (22.6)     (3,799,000)    (53.8)
    Corporate               (751,000)      -           66,000        -
                          ----------               ----------
Consolidated              $1,253,000      2.7%     $  350,000       .6%
                          ==========               ==========
</TABLE>
     Consolidated  operating income for the nine months ended September 30, 2001
     decreased  by  $903,000.  For the nine months  ended  September  30,  2001,
     consolidated gross margin increased by approximately  $3,744,000.  This was
     offset by an increase in selling,  general and  administrative  expenses in
     the amount of $4,647,000. 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 nine months
     ended September 30, 2001 decreased by $308,000. This decrease was primarily
     due to a decrease in sales to franchisees and a decrease in franchise fees.
     Company-wide  gross  profit from  unaffiliated  parties for the nine months
     ended September 30, 2001 increased by $4,052,000.

     The increases in consolidated selling,  general and administrative expenses
     for the nine months ended  September 30, 2001 of  approximately  $4,647,000
     were primarily due to increases in advertising and promotional  expenses of
     approximately  $3,600,000,  as  well as  increases  in  professional  fees,
     salaries, and bad debt expense.

     Manufacturing  segment operating income increased for the nine months ended
     September 30, 2001 by approximately $1,628,000.  Increases in manufacturing
     gross  profit of  approximately  $2,536,000  were  reduced by  increases in
     selling,  general and  administrative  expenses of approximately  $908,000.
     During the third  quarter of 2001,  the  Company  increased  its  insurance
     coverage for a certain product. The corresponding increase in premiums will
     have a  significant  effect  on the  manufacturing  overhead  rate  for the
     balance of this year and future years.

Continued

                                       15
<PAGE>


     Franchising  segment operating loss for the nine months ended September 30,
     2001  increased  by  approximately  $592,000.  This  increase  was due to a
     decrease  in gross  margin of  $248,000  and higher  selling,  general  and
     administrative  expenses of approximately  $344,000.  The decrease in gross
     margin  resulted  from lower  sales and  franchise  fees.  The  increase in
     selling,  general and administrative expenses was due primarily to bad debt
     expense,  conventions  and  seminars  and  salaries.  Included in franchise
     segment  operations  are losses from the  Company's  wholly-owned  store of
     $86,000 and $24,000 in the 2001 and 2000 periods, respectively.

     Brand development  operating losses for the nine months ended September 30,
     2001 increased by  approximately  $2,756,000.  Increases in gross margin of
     $1,455,000  resulted  from  higher  volume and better  margins.  These were
     offset  by  higher  selling,   general  and   administrative   expenses  of
     approximately $4,211,000, primarily for advertising and promotion.

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

     Consolidated  net income decreased by $1,158,000 from $1,093,000 in 2000 to
     a loss of  $65,000  in 2001.  The  decrease  is  primarily  comprised  of a
     decrease in  operating  income of  $903,000,  a decrease in other income of
     $1,094,000  and a decrease in income tax expense of $758,000.  Other income
     in both periods consists of litigation recoveries.


     Three  months  ended  September  30, 2001  compared to three  months  ended
     September 30, 2000.

     Revenue
     -------

     Consolidated revenue for the three months ended September 30, 2000 and 2001
     were as follows:
<TABLE>
<CAPTION>
                             For the Three Months Ended September 30,
                        -------------------------------------------------
                                 2000                       2001
                        ----------------------    -----------------------
                                       Percent                    Percent
                                         of                         of
                                       Segment                    Segment
                          Amount       Revenue       Amount       Revenue
                        -------------------------------------------------
<S>                     <C>            <C>        <C>             <C>

Segment:
 Manufacturing         $11,408,000      71.7%     $15,095,000      75.0%
 Franchising             3,038,000      19.1        2,760,000      13.7
 Brand Development       1,457,000       9.2        2,268,000      11.3
                       -----------     ------     -----------     ------
Consolidated           $15,903,000     100.0%     $20,123,000     100.0%
                       ===========     ======     ===========     ======
</TABLE>

Continued

                                       16
<PAGE>


     Consolidated  revenue  for  the  three  months  ended  September  30,  2001
     increased by approximately $4,220,000 or 26.5%.

     Revenue from  product  sales by all  segments  increased  by  approximately
     $4,210,000  or  27.2%  from  $15,480,000  in 2000 to  $19,690,000  in 2001.
     Company-wide  sales through the franchise  system  decreased by $281,000 or
     10.7% from $2,610,000 in 2000 to $2,329,000 in 2001.  Company-wide sales to
     unaffiliated customers increased by approximately  $4,493,000 or 34.9% from
     $12,870,000  in 2000 to  $17,363,000  in 2001.  Consolidated  revenues also
     include  royalties and franchise  fees earned by the  franchising  segment.
     Royalties increased  approximately  $22,000 to $416,000 in the three months
     ended  September  30, 2000 from  $394,000 in 2000.  Franchise  fees for the
     three months ended  September 30, 2001 decreased by  approximately  $15,000
     from $30,000 in 2000 to $15,000 in 2001.

     Manufacturing  segment sales increases of approximately  $3,687,000 for the
     three months ended September 30, 2001 were primarily due to increased sales
     to the Company's  largest  customer.  There were no significant  changes in
     selling prices during these  periods.  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  $278,000
     in the three months ended September 30, 2001 primarily  reflects a decrease
     in sales of products to franchisees  and lower  franchise  fees.  Franchise
     revenue  was  directly  affected  by a  decrease  in  sale of  products  to
     franchisees,  lower  royalties and franchise fees. The decline in sales was
     primarily  due to continuing  competition  from  national  chains,  vitamin
     discounters and internet users.

     Brand development  sales increased by approximately  $811,000 to $2,268,000
     as a result of increased advertising and promotional efforts.

Continued

                                       17
<PAGE>


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

     Operating  income (loss) for the three months ended  September 30, 2000 and
     2001 is as follows:
<TABLE>
<CAPTION>

                             For the Three Months Ended September 30,
                        -------------------------------------------------
                                 2000                       2001
                        ----------------------    -----------------------
                                       Percent                    Percent
                                         of                         of
                                       Segment                    Segment
                          Amount       Revenue       Amount       Revenue
                        -------------------------------------------------
<S>                     <C>            <C>        <C>             <C>
Segment:
 Manufacturing          $1,549,000     13.6%      $1,819,000       12.1%
 Franchising              (506,000)   (16.7)        (361,000)     (13.1)
 Brand Development       ( 659,000)   (45.2)      (1,268,000)     (55.9)
 Corporate                   6,000       -           108,000         -
                        ----------                -----------
Consolidated            $  390,000      2.5%        $298,000        1.5
                        ==========                ===========
</TABLE>

     Consolidated operating income for the three months ended September 30, 2001
     decreased  by $92,000.  For the three  months  ended  September  30,  2001,
     consolidated  gross margin  increased by  approximately  $1,319,000 and was
     offset by an increase in selling,  general and  administrative  expenses in
     the amount of $1,410,000. The increase in gross margin resulted from higher
     revenues and lower raw material costs offset by higher labor costs.

     Company-wide  gross profit from the  franchise  system for the three months
     ended September 30, 2001 decreased by $143,000. This decrease was primarily
     due to a decrease in sales to franchisees and franchise fees.  Company-wide
     gross profit from unaffiliated parties for the three months ended September
     30, 2001 increased by $1,455,000.

     The increases in consolidated selling,  general and administrative expenses
     for the three months ended September 30, 2001 of  approximately  $1,410,000
     is primarily due to increases in advertising and promotional expenses.

     Manufacturing segment operating income increased for the three months ended
     September 30, 2001 by  approximately  $270,000.  Increases in manufacturing
     gross  profit of  approximately  $661,000  were  reduced  by  increases  in
     selling,  general and  administrative  expenses of approximately  $391,000.
     These increases reflect additional  expenditures in salaries,  professional
     fees, and travel and entertainment expenses.

     Franchising segment operating loss for the three months ended September 30,
     2001 decreased by approximately  $144,000. This decrease was comprised of a
     decrease  in gross  margin of  $173,000  and  lower  selling,  general  and
     administrative  expenses of approximately  $317,000.  The decrease in gross
     margin  resulted  from lower  sales,  royalties  and  franchise  fees.  The
     decrease in selling,  general and administrative expenses was due primarily
     to lower bad debt expense.

Continued

                                       18
<PAGE>


     Brand development operating losses for the three months ended September 30,
     2001 increased by approximately  $609,000. This is comprised of an increase
     in gross  margin  of  $829,000,  offset  by  higher  selling,  general  and
     administrative   expenses  of  approximately   $1,438,000,   primarily  for
     advertising and promotion costs.

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

     Consolidated  net income increased for the three months ended September 30,
     2001 by $98,000  from  $17,000 in 2000 to  $115,000 in 2001.  The  increase
     reflects the proceeds from insurance  recoveries of approximately  $202,000
     during 2001.


     Liquidity and Capital Resources

     The  Company's  balance sheet  reflects  working  capital of  approximately
     $7,180,000 at September 30, 2001 compared with approximately  $8,469,000 at
     December 31,  2000, a decrease of  $1,289,000.  Items  contributing  to the
     decrease in working  capital  included the utilization of current assets to
     purchase equipment in the amount of $1,191,000 and to reduce long-term debt
     by approximately $773,000.

     Cash flows  generated from  operations for the nine months ended  September
     30, 2001 were approximately  $2,088,000.  Changes in other operating assets
     and liabilities,  primarily an increase in inventory and prepaid  insurance
     offset by increases in accounts payable,  were the principal  components of
     cash flow from operations.  Accounts receivable  decreased by approximately
     $915,000,  mainly because the Company's major customer has continued paying
     at a much  quicker  pace.  Inventory  increased  approximately  $2,620,000,
     mainly because of a significant  increase in orders and significant  stocks
     of new products, which are in the process of being introduced.

     Cash used for financing activities in the amount of approximately  $773,000
     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 September  30,  2001,  the Company had  available  approximately
     $1,625,000 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 twelve months.


Continued

                                       19
<PAGE>


     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 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. 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  of
     reinvestment due to intervening events.

     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.

Continued

                                       20
<PAGE>


     The cost of commodities is 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

     None.


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  judgment,  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

Continued

                                       21
<PAGE>


     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.

     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

          None.

     (b)  Reports on Form 8-K

          None.


                                       22
<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:   November 13, 2001        EVERGOOD PRODUCTS CORPORATION

                                   By: /s/ Stephen R. Stern
                                       -------------------------------
                                           Stephen R. Stern

                                       Chief Financial Officer and
                                       Principal Accounting Officer


                                       23