<PAGE>

===============================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    ----------------------------------------

                                   FORM 10-QSB

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

                 For the quarterly period ended June 30, 2002

                                      -OR-

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

                     For the transition period from...to...

                          Commission File No. 333-36379


                        PACIFICHEALTH LABORATORIES, INC.
               (Exact name of issuer as specified in its charter)


           DELAWARE                                          22-3367588
     (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                   Identification Number)

      1480 Route 9 North, Suite 204
      Woodbridge, NJ                                            07095
     (Address of principal executive offices)                (Zip Code)


      Registrant's telephone number, including area code: (732) 636-6141


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [_]

At August 12, 2002, there were 6,114,703 shares of common stock, par value
$.0025 per share, of the registrant outstanding.

Transitional small business disclosure format: Yes  [ ] No [X]


===============================================================================

<PAGE>


<TABLE>
<CAPTION>
                        PACIFICHEALTH LABORATORIES, INC.

                                TABLE OF CONTENTS
                       ----------------------------------


<S>                                                                                           <C>
PART I.   FINANCIAL INFORMATION

  ITEM 1. FINANCIAL STATEMENTS

          Balance Sheets as of June 30, 2002 (Unaudited) and December 31, 2001................. 3

          Statements of Operations (Unaudited) for the three and six months ended
            June 30, 2002 and June 30, 2001.................................................... 4

          Statements of Cash Flows (Unaudited) for the six months ended
            June 30, 2002 and June 30, 2001.................................................... 5

          Notes to Financial Statements........................................................ 6

  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS................................................ 8

PART II.  OTHER INFORMATION

  ITEM 2. Changes in Securities and Use of Proceeds............................................11

  ITEM 4. Submission of Matters to a Vote of Security Holders..................................11

  ITEM 6. Exhibits and Reports.................................................................12


SIGNATURES.....................................................................................12
</TABLE>


<PAGE>

                        PACIFICHEALTH LABORATORIES, INC.
                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                  June 30,          December 31,
                                                                    2002               2001
                                                                 (Unaudited)         (Audited)
                                                                ------------        ------------
<S>                                                             <C>                 <C>
Current assets:
   Cash and cash equivalents                                    $  1,121,509        $  1,848,847
   Accounts receivable, net                                          798,117             192,628
   Inventories                                                     2,858,009           2,634,272
   Prepaid expenses                                                  270,780             165,079
                                                                ------------        ------------
        Total current assets                                       5,048,415           4,840,826

Property and equipment, net                                           59,081              62,709


Other assets:
   Deposits                                                          108,322             108,322
                                                                ------------        ------------

        Total assets                                            $  5,215,818        $  5,011,857
                                                                ============        ============




                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Notes payable                                                $     56,635        $     45,048
   Accounts payable and accrued expenses                             637,030             291,506
                                                                ------------        ------------
        Total current liabilities                                    693,665             336,554
                                                                ------------        ------------


Stockholders' equity:
   Common stock, $.0025 par value; authorized
      50,000,000 shares; issued and outstanding:
      6,104,703 shares at June 30, 2002 and
      6,039,203 shares at December 31, 2001                           15,262              15,098
   Additional paid-in capital                                     13,817,015          13,674,479
   Accumulated deficit                                            (9,310,124)         (9,014,274)
                                                                ------------        ------------
                                                                   4,522,153           4,675,303
                                                                ------------        ------------

        Total liabilities and stockholders' equity              $  5,215,818        $  5,011,857
                                                                ============        ============
</TABLE>


                                       3

<PAGE>

                        PACIFICHEALTH LABORATORIES, INC.
                            STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                           Three Months                           Six Months
                                                           Ended June 30,                        Ended June 30,
                                                   ------------------------------        ------------------------------
                                                      2002               2001                2002               2001
                                                   -----------        -----------        -----------        -----------
<S>                                                <C>                <C>                <C>                <C>
Revenues:
   Product sales                                   $ 1,818,096        $ 2,861,613        $ 2,975,026        $ 3,471,692
   Licensing revenues                                        -          1,000,000                  -          1,000,000
                                                   -----------        -----------        -----------        -----------
        Total Revenues                               1,818,096          3,861,613          2,975,026          4,471,692

Cost of goods sold                                     807,185          1,416,723          1,370,924          1,731,270
                                                   -----------        -----------        -----------        -----------


Gross Profit                                         1,010,911          2,444,890          1,604,102          2,740,422

Selling, general and administrative expenses         1,024,723            844,706          1,842,317          1,601,686
Research & development                                  24,523             29,080             47,360             50,843
Depreciation expense                                     9,359             10,863             18,574             22,424
                                                   -----------        -----------        -----------        -----------
                                                     1,058,605            884,649          1,908,251          1,674,953
                                                   -----------        -----------        -----------        -----------

Net operating income (loss)                            (47,694)         1,560,241           (304,149)         1,065,469

Other income (expense):
   Interest income                                       4,086              7,110              9,941              8,576
   Interest expense                                       (918)           (91,423)            (1,642)           (92,526)
                                                   -----------        -----------        -----------        -----------
                                                         3,168            (84,313)             8,299            (83,950)
                                                   -----------        -----------        -----------        -----------

Income (loss) before income taxes                      (44,526)         1,475,928           (295,850)           981,519

Provision for income taxes                                   -                  -                  -                  -
                                                   -----------        -----------        -----------        -----------

Net income (loss)                                  $   (44,526)       $ 1,475,928        $  (295,850)       $   981,519
                                                   ===========        ===========        ===========        ===========

Basic income (loss) per share                      $     (0.01)       $      0.28        $     (0.05)       $      0.20
                                                   ===========        ===========        ===========        ===========

Diluted income (loss) per share                    $     (0.01)       $      0.24        $     (0.05)       $      0.19
                                                   ===========        ===========        ===========        ===========

Weighted average common shares:
   Basic                                             6,061,302          5,280,754          6,050,313          4,965,313
                                                   ===========        ===========        ===========        ===========
   Diluted                                           7,313,680          6,065,316          7,221,871          5,182,198
                                                   ===========        ===========        ===========        ===========
</TABLE>


                                       4

<PAGE>


                        PACIFICHEALTH LABORATORIES, INC.
                            STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             2002              2001
                                                                         -----------        -----------
<S>                                                                      <C>                <C>
Cash flows from operating activities:
   Net income (loss)                                                     $  (295,850)       $   981,519
   Adjustments to reconcile net income (loss)
     to net cash used in operating activities:
        Depreciation                                                          18,574             22,424
        Intrinsic value of stock options granted                              15,950            376,445
   Changes in assets and liabilities:
        (Increase) / Decrease in accounts receivable                        (605,489)        (1,426,377)
        (Increase) / Decrease in inventories                                (223,737)           453,454
        (Increase) / Decrease in prepaid expenses                           (105,701)            14,808
        Increase in other assets                                                   -           (247,378)
        Increase / (Decrease) in accounts payable/accrued expenses           345,524           (187,394)
                                                                         -----------        -----------
Net cash used in operating activities                                       (850,729)           (12,499)
                                                                         -----------        -----------



Cash flows from investing activities:
        Purchase of fixed assets                                             (14,946)            (8,500)
                                                                         -----------        -----------
Net cash used in investing activities                                        (14,946)            (8,500)
                                                                         -----------        -----------

Cash flows from financing activities:
        Issuance of notes payable                                             52,700                  -
        Repayments of notes payable                                          (41,113)            (8,801)
        Common stock issued                                                        -          1,500,000
        Common stock options/warrants exercised                              126,750            292,110
                                                                         -----------        -----------
Net cash provided by financing activities                                    138,337          1,783,309
                                                                         -----------        -----------

Net increase (decrease) in cash                                             (727,338)         1,762,310

Cash, beginning balance                                                    1,848,847            170,491
                                                                         -----------        -----------

Cash, ending balance                                                     $ 1,121,509        $ 1,932,801
                                                                         ===========        ===========
</TABLE>


                                       5

<PAGE>


                        PACIFICHEALTH LABORATORIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
    FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001
                                   (UNAUDITED)


1. Basis of Presentation:

      The accompanying unaudited financial statements have been prepared in
      accordance with accounting principles generally accepted in the United
      States of America for interim financial information and with the
      instructions for Form 10-QSB and Item 310 of Regulation S-B. Accordingly,
      they do not include all of the information and footnotes required by
      generally accepted accounting principles for complete financial
      statements. In the opinion of management, all adjustments (consisting of
      normal recurring accruals) considered necessary for a fair presentation
      have been included. Operating results for the three months and six months
      ended June 30, 2002 are not necessarily indicative of the results that may
      be expected for the year ending December 31, 2002. The unaudited financial
      statements should be read in conjunction with the financial statements and
      footnotes thereto included in the Company's annual report on Form 10-KSB
      for the year ended December 31, 2001. Certain amounts included in selling,
      general, and administrative expenses have been reclassified to interest
      expense for the three- and six- months ended June 30, 2001.

2. Inventories

      As of June 30, 2002 and December 31, 2001, inventories consist of the
      following:

                                         2002               2001
                                         ----               ----
      Raw Materials                  $   336,996        $   283,140
      Work-in-process                          -                  -
      Finished goods                   2,524,226          2,354,437
      Reserve for obsolescence            (3,213)            (3,305)
                                     -----------        -----------

                                     $ 2,858,009        $ 2,634,272
                                     ===========        ===========

3. Stock Based Compensation

      The Company granted 56,500 Incentive Stock Options (ISOs) to employees
      during the first six months of 2002. 20,000 options vested upon grant with
      exercise prices ranging from $4.50 per share to $4.88 per share, 35,000
      vest during the first six months of 2003 with exercise prices ranging from
      $3.77 per share to $3.80 per share, and 1,500 vest during the first six
      months of 2004 with an exercise price of $3.77 per share. The exercise
      price for all 56,500 options was equal to the fair market value of the
      common stock on the date of grant. Since the Company accounts for its
      options under APB No. 25, no compensation expense was recognized. See NOTE
      6.

      The Company also granted 500 stock options to consultants during the first
      six months of 2002. All 500 options vested upon grant with an exercise
      price of $3.80 per share. These options were determined to have a value of
      $815 for the six months ended June 30, 2002. This amount was charged to
      operations in the six months ended June 30, 2002 and added to paid-in
      capital in accordance with SFAS 123. Also, 15,700 options and 56,875
      warrants issued to consultants expired during the first six months of
      2002.

4. Income Taxes

      The Company has approximately $8,750,000 in Federal net operating loss
      carryovers that were generated through June 30, 2002 and are available to
      offset future taxable income in calendar years 2002 through 2030.

      The components of the Company's deferred tax assets as of June 30, 2002
and December 31, 2001 are as follows:

                                       6

<PAGE>


                                                  2002              2001
                                                  ----              ----

      Net operating loss carry forwards       $ 3,160,000        $ 3,035,000
      Valuation allowance                      (3,160,000)        (3,035,000)
                                              -----------        -----------

      Deferred tax asset                    $           -        $         -


5. Licensing Agreement

      On June 1, 2001, the Company entered into an exclusive license agreement
      with GlaxoSmithKline ("GSK"), one of the world's largest pharmaceutical
      companies, for SATIETROL, the Company's appetite control product. The
      agreement provides GSK with worldwide rights to the trademarks,
      technology, patents, and know how for SATIETROL for the duration of the
      patents which expires in 2017. Under the agreement, PHLI received an
      initial payment of $1,000,000, has received a subsequent milestone payment
      of $250,000, will receive additional milestone payments provided GSK meets
      certain development goals, and will receive ongoing product royalties upon
      launch of the product by GSK. The agreement does not set a specific time
      by which GSK must launch the product, but does set a specific time for
      launch after GSK has met some of the intermediate milestones. GSK is
      permitted to terminate the license agreement at any time for any reason,
      provided that it pays all milestone payments earned prior to termination.
      In this event, all rights to the product will revert to the Company. The
      license agreement grants GSK a right of first refusal to obtain an
      exclusive license on any new product developments in appetite suppression,
      weight loss, weight management, or meal replacement for weight loss. The
      right of first refusal only applies if the Company intends to use a third
      party to further develop or commercialize the new product, and does not
      apply if the Company will commercialize the product itself. The right of
      first refusal will lapse if the Company undergoes a change in control. The
      Company can continue to sell the SATIETROL line of products until GSK
      launches their SATIETROL product. At that time, the Company can continue
      to market the powdered meal replacement product, currently sold under the
      name SATIETROL COMPLETE(R), without using the SATIETROL name, in the
      current health food store channels of distribution. GSK will be
      responsible for future manufacturing, marketing, and sales of any products
      it launches. GSK also purchased approximately 9% of PHLI's common stock
      for $1.5 million under a contemporaneous stock purchase agreement. As of
      June 30, 2002, the Company has received an aggregate $2,750,000 from GSK
      from the combined licensing and stock purchase agreements. The Company
      expects to hear from GSK in the 3rd quarter of 2002 as to whether GSK will
      continue with the license agreement.

6. Restatement of Prior Period Financial Statements

      The Company granted options to our Chief Executive Officer under his 1998
      Employment Agreement to purchase up to 475,000 shares of our common stock
      at $6.00 per share. In connection with our CEO's 2001 Employment Agreement
      (the "Agreement"), the Company re-priced the exercise price of those
      options to $0.313 per share, which was the then market price of our common
      stock on the date of the Agreement. At the time of the execution of the
      Agreement such options were fully vested and had a fair value of $217,075.
      The options were fully exercised early in the second quarter of 2001.

      The Company did not record a charge to operations until the fourth quarter
      of 2001. The Company determined that the transaction should have been
      recorded in the first quarter of 2001 and as such, restated the financial
      statements for the first quarter of 2001. In addition, the financial
      statements for the six months ended June 30, 2001 are hereby being
      restated to incorporate the impact of the first quarter restatement with
      the filing of this Form 10-QSB. The effect of this restatement was to
      increase selling, general, and administrative expenses and net loss by
      $217,075 for the three months ended March 31, 2001. Net income per share
      for the six months ended June 30, 2001 decreased from $0.23 to $0.19 on a
      fully diluted basis.


                                       7
<PAGE>



Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

This discussion may contain "forward-looking statements". Forward-looking
statements reflect the Company's current views with respect to such future
events. Actual results may vary materially and adversely from those anticipated,
believed, estimated or otherwise indicated. These statements can be identified
by introductory words such as "expects", "plans", "will", "estimates",
"forecasts", "projects" or words of similar meaning and by the fact they do not
relate strictly to historical or current facts. Forward-looking statements
frequently are used in discussing new products and their potential. Many factors
may cause actual results to differ from forward-looking statements, including
inaccurate assumptions and a broad variety of risks and uncertainties, some of
which are known, such as general economic conditions, consumer product
acceptance, and competitive products, and others which are not known. No
forward-looking statements are a guarantee of future results or events, and one
should avoid placing undue reliance on such statements.

(a) Introduction

         The Company was incorporated in April 1995 as a nutrition technology
company that researches, develops, and commercializes functionally unique
proprietary products for sports performance, weight loss, and Type 2 diabetes.

         Sports Performance
         ------------------
         Our first sports performance product, ENDUROX(R), was introduced in
March 1996 with commercial sales beginning in May 1996. In March 1997, we
extended the ENDUROX line of products with ENDUROX EXCEL(R). In February 1999,
we introduced ENDUROX(R)R(4)(R) Performance/Recovery Drink to be taken following
exercise. In clinical studies performed or funded by the Company, ENDUROX R(4)
has demonstrated a number of exercise-related benefits including enhanced
performance, extended endurance, and decreased post-exercise muscle damage. In
June 2001, we introduced ACCELERADE Sports Drink, to be taken during exercise
using the same patented technology as ENDUROX R(4). Research studies funded by
the Company have shown that ACCELERADE is significantly better than conventional
sports drinks in improving endurance during exercise. We are currently
formulating and developing a ready-to-drink version of ACCELERADE Sports Drink
expected to be test marketed in the 4th quarter of 2002.

         Weight Loss
         -----------
         In weight loss, the Company has focused its research and development
efforts on development of novel nutritional compositions that stimulate the
body's major satiety peptide, or cholecystokinin (CCK). In April 2000, we
introduced our first weight loss product, SATIETROL(R), a natural appetite
control product based on this research. Clinical studies performed or funded by
the Company have shown that SATIETROL, a pre meal beverage, can reduce hunger up
to 43% 3 1/2 hours after eating. In January 2001, we extended our weight loss
product line with the introduction of SATIETROL COMPLETE(R), a 220-calorie meal
replacement product that incorporates the patented SATIETROL technology.

         On June 1, 2001, the Company entered into an exclusive license
agreement with GlaxoSmithKline ("GSK"), one of the world's largest
pharmaceutical companies, for SATIETROL, the Company's appetite control product.
The agreement provides GSK with worldwide rights to the trademarks, technology,
patents, and know how for SATIETROL for the duration of the patents which
expires in 2017. Under the agreement, PHLI received an initial payment of
$1,000,000, has received a subsequent milestone payment of $250,000, will


                                       8
<PAGE>

receive additional milestone payments provided GSK meets certain development
goals, and will receive ongoing product royalties upon launch of the product by
GSK. The agreement does not set a specific time by which GSK must launch the
product, but does set a specific time for launch after GSK has met some of the
intermediate milestones. GSK is permitted to terminate the license agreement at
any time for any reason, provided that it pays all milestone payments earned
prior to termination. In this event, all rights to the product will revert to
the Company. The license agreement grants GSK a right of first refusal to obtain
an exclusive license on any new product developments in appetite suppression,
weight loss, weight management, or meal replacement for weight loss. The right
of first refusal only applies if the Company intends to use a third party to
further develop or commercialize the new product, and does not apply if the
Company will commercialize the product itself. The right of first refusal will
lapse if the Company undergoes a change in control. The Company can continue to
sell the SATIETROL line of products until GSK launches their SATIETROL product.
At that time, the Company can continue to market the powdered meal replacement
product, currently sold under the name SATIETROL COMPLETE(R), without using the
SATIETROL name, in the current health food store channels of distribution. GSK
will be responsible for future manufacturing, marketing, and sales of any
products it launches. GSK also purchased approximately 9% of PHLI's common stock
for $1.5 million under a contemporaneous stock purchase agreement. As of June
30, 2002, the Company has received an aggregate $2,750,000 from GSK from the
combined licensing and stock purchase agreements. The Company expects to hear
from GSK in the 3rd quarter of 2002 as to whether they will continue with the
license agreement.


         Type 2 Diabetes
         ---------------
         Type 2 diabetes has become the fastest growing chronic condition in the
United States. Obesity and poor glucose regulation appear to be primary
characteristics of this condition. Research has suggested that cholecystokinin
(CCK) may play a role in insulin release and glucose regulation. The Company's
research in this area is to develop a nutritional product that can help Type 2
diabetics lose weight by controlling appetite while improving glucose
regulation. The Company expects to initiate clinical trials in 2003 on a product
for use by Type 2 diabetics.


(b) Results of Operations-Three and Six Months Ended June 30, 2002 vs.
    June 30, 2001

         We recorded a net loss of ($44,526), or ($0.01) per share, for the
second quarter ended June 30, 2002, compared to net income of $1,475,928, or
$0.24 per share, for the second quarter ended June 30, 2001. We recorded a net
loss of ($295,850), or ($0.05) per share, for the six-month period ended June
30, 2002, compared to net income of $981,519, or $0.19 per share, for the
six-month period ended June 30, 2001. The net loss in 2002 vs. the net income in
2001 for both the three- and six- month periods ended June 30 is due primarily
to decreased revenues. Without taking into account the effect of our initial
$1,000,000 license fee from GSK (and any offsetting expenses booked in
connection with GSK), discussed below, our net income for the second quarter of
2001 would have been $500,928, or $0.08 per share, and our net income for the
six month period ended June 30, 2001 would have been $6,519, or $0.00 per share.


                                       9
<PAGE>


         Revenues in the quarter ended June 30, 2002 were $1,818,096 compared to
$3,861,613 for the same period in 2001. Revenues in the six-month period ended
June 30, 2002 were $2,975,026 compared to $4,471,692 for the same period in
2001. Although total revenues decreased due to decreases in sales of our
SATIETROL product line, revenues from our sports performance products were up
29% for the three months ended June 30, 2002 versus the same period in 2001 and
up 55% for the six months ended June 30, 2002 versus the same period in 2001.
This is due to continued product acceptance and usage as well as our aggressive
2002 marketing and advertising campaign. SATIETROL revenues declined
significantly in the three- and six- month periods ending June 30, 2002 versus
the same periods in 2001 as in these periods in 2001 we received strong
editorial exposure in several national women's magazines. Typically, our
products in the SATIETROL category do not receive this type of independent
exposure. In the three- and six- month periods ending June 30, 2001, we also
recorded $1,000,000 in licensing revenues from GSK for our SATIETROL technology
(see above). We had no such licensing revenues in 2002.

         Our gross profit margin on product sales increased to 56% for the three
months ended June 30, 2002 from 51% for the three months ended June 30, 2001.
Our gross profit margin on product sales increased to 54 % for the six-month
period ended June 30, 2002 from 50% for the six-month period ended June 30,
2001. The primary reasons for these increases were that, in 2001, sales
discounts were given to new customers to increase distribution of our products
and payment discounts were offered to customers to accelerate cash flow. Payment
discounts stopped during the second quarter of 2001 as the Company improved its
cash position.

         Our selling, general, and administrative ("S, G, & A") expenses
increased to $1,024,723 for the three-month period ended June 30, 2002 from
$844,706 for the three-month period ended June 30, 2001. Our S, G, & A expenses
increased to $1,842,317 for the six-month period ended June 30, 2002 from
$1,601,686 for the six-month period ended June 30, 2001. The primary reason for
the increase in S, G, & A expenses in the three-month and six-month periods
ended June 30, 2002 compared to the same periods in 2001 was an increase in
advertising and promotions expense as we carry out our 2002 marketing plan.

         Research and development expenses were $24,523 for the three months
ended June 30, 2002 versus $29,080 for the three months ended June 30, 2001.
Research and development expenses were $47,360 for the six months ended June 30,
2002 versus $50,843 for the six months ended June 30, 2001. We anticipate
research and development expenses will increase as additional clinical trials
and studies are conducted on all of our products as we continue to seek out
additional patents and claims for our products.


(c) Liquidity and Capital Resources

         At June 30, 2002, the Company's current assets exceeded its current
liabilities by approximately $4.3 million with a ratio of current assets to
current liabilities of approximately 7.3 to 1. Cash decreased $727,338 from
December 31, 2001 primarily because of our net loss for the first half of 2002
as well as an increase of $605,489 in accounts receivable from December 31, 2001
which was offset by an increase in accounts payable/accrued expenses of
$345,524. Inventory levels increased by $223,737 at June 30, 2002 as compared to
December 31, 2001 as we have slightly built up inventory on our sports
performance products, as the second and third quarters are our peak seasons for
these products.



                                       10
<PAGE>


         At June 30, 2002, total inventory included approximately $1,150,000 of
SATIETROL. On that date, the SATIETROL inventory had an average remaining shelf
life of approximately 2 years. The Company is marketing this inventory to
shopping clubs, multi-level marketers, and overseas customers, and believes that
it will be able to sell this inventory by the end of 2002.

         Based on our current level of operations, we do not see a need for
additional cash in the next twelve months. However, we may seek to raise
additional cash to fund the launch of the ACCELERADE ready-to-drink product.

II.   OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

(a), (b) Changes in Securities:

         None.

(c)   Recent Sales of Unregistered Securities:

         None.

ITEM  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)   On June 18, 2002, the Company held its Annual Meeting of Stockholders,
      pursuant to information contained in the Company's Notice of Annual
      Meeting of Stockholders and Proxy Statement that were mailed to
      stockholders on May 24, 2002.

(b)   One of the matters listed in the Company's Proxy for the meeting was
      the annual  Election  of  Directors.  There were  seven  nominees  for
      election who were elected by the  shareholders to serve for a one-year
      term.  The results of the balloting  were as follows  (Shares  voting:
      5,138,532 of 6,064,203):

             Nominee            For           Against      Abstain
             ---------          ---           -------      -------
      Robert Portman          4,878,042          -0-       260,490
      Stephen P. Kuchen       4,878,742          -0-       259,790
      David Portman           5,128,942          -0-         9,590
      T. Colin Campbell       5,128,842          -0-         9,690
      Irving Tabachnick       5,129,342          -0-         9,190
      Michael Cahr            5,129,342          -0-         9,190
      Joseph Harris           5,129,342          -0-         9,190


      Although votes for Mr.Tabachnick were tabulated, Mr. Tabachnick passed
      away before the meeting.


                                       11
<PAGE>


(c)   In addition to the election of directors, the other matter voted upon by
      the stockholders was the ratification of the appointment of Eisner, LLP
      (formerly Richard A. Eisner & Co., LLP) as independent auditors for the
      Company for the fiscal year ending December 31, 2002. This matter was
      approved. The results of the balloting for this matter was as follows:

            Matter                   For          Against         Abstain
            --------                 ---          -------         -------
      Appointment of auditors     5,121,232        9,300           8,000


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:

         None.

(b)   Reports on Form 8-K:

         On April 8, 2002, the Company filed a Current Report on Form 8-K dated
April 1, 2002, reporting, under Item 4, a change in our independent auditors
from Larson, Allen, Weishair & Co., LLP to Richard A. Eisner & Co. to serve as
the independent public accountants to audit the financial statements for the
fiscal year ended December 31, 2002.

         On April 11, 2002, the Company filed a Current Report on Form 8-K dated
April 1, 2002, reporting, under Item 5, the increase in size of the Board of
Directors to six and the appointment of Michael Cahr to the Board of Directors.
In addition, on this report was the announcement of the Annual Meeting to take
place on Tuesday, June 18, 2002 at 10:00 AM local time at the Woodbridge Hilton,
Iselin, NJ 08830.

         On May 3, 2002, the Company filed a Current Report on Form 8-K dated
April 30, 2002, reporting, under Item 5, the increase in size of the Board of
Directors to seven and the appointment of Joseph Harris to the Board of
Directors.

                                   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.

                                     PACIFICHEALTH LABORATORIES, INC.

                                      By: /S/ STEPHEN P. KUCHEN
                                          ------------------------------
                                            STEPHEN P. KUCHEN

                                     Vice President - Finance & CFO
                                     (Principal Financial Officer and
                                     Principal Accounting Officer)

                                     Date: AUGUST 12, 2002
                                           ---------------


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