<PAGE>
                                  UNITED STATES
                       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:  December 31, 2001

                                       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 Number: 0-17458
                                 -------

                                 WRP CORPORATION
             (Exact name of registrant as specified in its charter)

                    MARYLAND                                      73-1326131
                    --------                                      ----------
         (State or other jurisdiction of                       (I.R.S. Employer
         incorporation or organization)                      Identification No.)

                         500 PARK BOULEVARD, SUITE 1260
                                ITASCA, IL 60143
                                ----------------
                     (Address of principal executive office)

                                 (630) 285-9191
               (Registrant's telephone number including area code)

         Indicate by check mark whether the registrant (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 [  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         The number of shares of the issuer's Common Stock, par value $.01 per
share, and issuer's Series A Convertible Common Stock, par value $.01 per share,
outstanding as of January 31, 2001, was 5,803,692 and 1,252,538 respectively.


<PAGE>

                                 WRP CORPORATION

                                      INDEX

                         PART I - FINANCIAL INFORMATION

<TABLE>
<S>                                                                               <C>
Item 1.

         Consolidated Balance Sheets
         December 31, 2001 (unaudited) and June 30, 2001 (audited)..............  pgs.1-2

         Consolidated Statements of Operations (unaudited) for the
         Three Months Ended December 31, 2001 and 2000..........................    pg. 3

         Consolidated Statements of Operations (unaudited) for the
         Six Months Ended December 31, 2001 and 2000............................    pg. 4

         Consolidated Statements of Cash Flows for the Six Months Ended
         December 31, 2001 and December 31, 2000................................    pg. 5

         Notes to Interim Consolidated Financial Statements (unaudited).........    pg. 6

Item 2.

         Management's Discussion and Analysis of Financial Condition and
         Results of Operations..................................................    pg.13

Item 3.

         Quantitative and Qualitative Disclosures About Market..................    pg.19


                           PART II - OTHER INFORMATION

Items 1-5..........................................................................pg. 20
</TABLE>


<PAGE>
                        WRP CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


<TABLE>
<CAPTION>
                                                                         December 31, 2001      June 30, 2001
                                                                         -----------------      -------------
                                                                            (Unaudited)           (Audited)
<S>                                                                      <C>                     <C>
CURRENT ASSETS:
         Cash and cash equivalents                                       $    406,509            $    123,741
         Accounts receivable - trade, net of allowance for doubtful
           accounts of $150,000 in 2002 and $150,000 in 2001                5,197,810               4,919,062
         Inventories, net                                                   9,024,866               7,187,386
         Prepaid expenses                                                   1,207,607               1,174,544
         Due from affiliate                                                 3,082,547               8,262,937
         Deferred tax assets                                                  706,146                 620,005
         Other receivables                                                    210,576                 197,156
                                                                         ------------            ------------
                 Total current assets                                      19,836,061              22,484,831
                                                                         ------------            ------------

PROPERTY, PLANT AND EQUIPMENT:
         Land rights and land improvements                                    736,535                 736,535
         Construction in progress                                               8,593                 174,096
         Equipment, furniture and fixtures                                 16,424,484              15,996,454
         Building improvements                                              2,261,326               2,260,637
         Vehicles                                                             105,836                 148,822
                                                                         ------------            ------------
                 Total property, plant and equipment                       19,536,774              19,316,544
         Less - Accumulated depreciation and amortization                  (8,172,230)             (7,206,846)
                                                                         ------------            ------------
                 Property, plant and equipment, net                        11,364,544              12,109,698
                                                                         ------------            ------------

OTHER ASSETS:
         Goodwill, net of accumulated amortization of
           $674,290 in 2002 and $640,674 in 2001                            1,075,710               1,109,326
         Due from affiliate                                                 6,732,769                       0
         Other                                                                265,766                 153,456
         Assets
                                                                         ------------            ------------
                 Total other assets                                         8,074,245               1,262,782

                                                                         $ 39,274,850            $ 35,857,311
                                                                         ============            ============
</TABLE>

       The accompanying notes to interim consolidated financial statements
                 are an integral part of these balance sheets.



                                        1
<PAGE>
                        WRP CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                               December 31, 2001         June 30, 2001
                                                                               -----------------         -------------
                                                                                  (Unaudited)              (Audited)
<S>                                                                             <C>                      <C>
CURRENT LIABILITIES:
         Accounts payable - trade                                                  $  3,644,706          $  2,335,421
         Trade notes payable to bank                                                  1,119,162               507,937
         Notes payable and current portion
           of long-term obligations                                                   3,844,349             4,056,718
         Due to affiliate                                                             3,735,639             2,453,608
         Accrued expenses                                                             3,433,812             2,756,458
                                                                                   ------------          ------------
                 Total current liabilities                                           15,777,668            12,110,142
                                                                                   ------------          ------------
LONG-TERM DEBT                                                                           15,122                12,687
                                                                                   ------------          ------------
DEFERRED TAX LIABILITY                                                                  576,752               539,583
                                                                                   ------------          ------------

MINORITY INTEREST IN SUBSIDIARY                                                       1,927,422             2,019,392
                                                                                   ------------          ------------

SHAREHOLDERS' EQUITY:
         Series A common stock, $.01 par value; 1,252,538 shares authorized;
            1,252,538 shares issued and outstanding in 2002 and 2001                     12,525                12,525
         Common stock, $.01 par value; 10,000,000 shares
            authorized; 5,803,692 shares issued and outstanding in 2002 and 2001         58,037                58,037
         Additional paid-in capital                                                  17,942,471            17,942,471
         Retained earnings                                                            4,583,229             4,734,474
         Less - Common stock in treasury, at cost, 412,600
            and 367,800 shares in 2002 and 2001, respectively                        (1,618,376)           (1,572,000)
                                                                                   ------------          ------------
                 Total shareholders' equity                                          20,977,886            21,175,507
                                                                                   ------------          ------------
                                                                                   $ 39,274,850          $ 35,857,311
                                                                                   ============          ============
</TABLE>



       The accompanying notes to interim consolidated financial statements
                 are an integral part of these balance sheets.


                                       2

<PAGE>
                        WRP CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                        For the Three Months
                                                                                         Ended December 31,
                                                                                   ------------------------------
                                                                                      2001               2000
                                                                                   -----------       ------------
<S>                                                                                <C>                <C>
NET SALES                                                                          $12,017,630        $12,708,668
COST OF GOODS SOLD                                                                   8,751,767          9,346,718
                                                                                   -----------        -----------
GROSS PROFIT                                                                         3,265,863          3,361,950
OPERATING EXPENSES:
              Selling, general and administrative                                    3,270,646          3,872,661
                                                                                   -----------        -----------
INCOME FROM OPERATIONS                                                                  (4,783)          (510,711)
INTEREST EXPENSE                                                                        81,363            245,718
OTHER INCOME                                                                            11,901             80,045
                                                                                   -----------        -----------
              Loss from continuing operations before provision for (benefit
                from) income taxes, minority interest and extraordinary item           (74,245)          (676,384)

BENEFIT FROM INCOME TAXES                                                              (30,287)          (184,511)
                                                                                   -----------        -----------
              Loss from continuing operations before minority interest
               and extraordinary item                                                  (43,958)          (491,873)

MINORITY INTEREST IN INCOME OF SUBSIDIARY                                               18,580             47,651
                                                                                   -----------        -----------
              Loss from continuing operations before extraordinary item                (25,378)          (444,222)

EXTRAORDINARY LOSS, NET OF TAX                                                        (105,232)              --
                                                                                   -----------        -----------
                               NET LOSS                                            $  (130,610)       $  (444,222)
                                                                                   ===========        ===========
BASIC NET LOSS PER COMMON SHARE
     CONTINUING OPERATIONS                                                         $     (0.01)             (0.07)
     EXTRAORDINARY ITEM                                                            $     (0.02)              --
                                                                                   ===========        ===========
DILUTED NET LOSS PER COMMON SHARE
     CONTINUING OPERATIONS                                                         $     (0.01)             (0.07)
     EXTRAORDINARY ITEM                                                            $     (0.02)              --
                                                                                   ===========        ===========

</TABLE>



                                        3
<PAGE>
                        WRP CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                         For the Six Months
                                                                                          Ended December 31,
                                                                                  ---------------------------------
                                                                                      2001                2000
                                                                                  ---------------------------------
<S>                                                                               <C>                  <C>
NET SALES                                                                         $ 24,342,148         $ 26,573,198
COST OF GOODS SOLD                                                                  17,447,386           19,112,422
                                                                                  ------------         ------------
GROSS PROFIT                                                                         6,894,762            7,460,776
OPERATING EXPENSES:
              Selling, general and administrative                                    6,636,670            7,288,532
                                                                                  ------------         ------------
INCOME FROM OPERATIONS                                                                 258,092              172,244
INTEREST EXPENSE                                                                       159,212              428,804
OTHER INCOME                                                                            36,559              114,666
                                                                                  ------------         ------------
              Income (Loss) from continuing operations before provision
              for (benefit from) income taxes, minority interest and
              extraordinary item                                                       135,439             (141,894)

PROVISION FOR INCOME TAXES                                                             273,422               23,236
                                                                                  ------------         ------------
              Loss from continuing operations before minority interest
               and extraordinary item                                                 (137,983)            (165,130)
MINORITY INTEREST IN INCOME (LOSS) OF SUBSIDIARY                                        91,970              (37,748)
                                                                                  ------------         ------------
              Loss from continuing operations before extraordinary item                (46,013)            (202,878)
EXTRAORDINARY LOSS, NET OF TAX                                                        (105,232)                   0
                                                                                  ------------         ------------
                        NET  LOSS                                                 $   (151,245)        $   (202,878)
                                                                                  ============         ============
BASIC NET LOSS PER COMMON SHARE
     CONTINUING OPERATIONS                                                               (0.01)               (0.03)
     EXTRAORDINARY ITEM                                                           $      (0.02)                --
                                                                                  ============         ============
DILUTED NET LOSS PER COMMON SHARE
     CONTINUING OPERATIONS                                                        $      (0.01)               (0.03)
     EXTRAORDINARY ITEM                                                                  (0.02)                --
                                                                                  ============         ============

</TABLE>


                                       4

<PAGE>

                        WRP CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

        FOR THE SIX MONTHS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000


<TABLE>
<CAPTION>
                                                                           Six Months         Six Months
                                                                              Ended              Ended
                                                                          Dec 31, 2001       Dec 31, 2000
                                                                          ------------       ------------
                                                                          (Unaudited)         (Unaudited)
<S>                                                                       <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
          Net income                                                      $  (151,245)       $  (202,878)
          Adjustments to reconcile net income to net cash
          provided by (used in) operating activities:
                Depreciation                                                  982,166            978,305
                Amortization                                                   33,616             33,616
                Deferred income taxes                                         (48,972)           125,028
                Loss on disposal of property, plant and equipment              24,328              2,624
                Changes in operating assets and liabilities-
                   Accounts receivable - trade, net                          (278,748)           404,373
                   Inventories, net                                        (1,837,480)        (2,078,769)
                   Prepaid expenses                                           (33,063)          (870,988)
                   Other assets                                              (125,730)            49,735
                   Accounts payable - trade                                 1,309,285            444,556
                   Accrued expenses                                           677,354            468,933
                   Amounts due to and from affiliates                        (270,348)        (2,274,843)
                                                                          -----------        -----------
                Net cash provided by (used in) operating activities           281,163         (2,920,308)
                                                                          -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
          Capital expenditures                                               (269,054)          (464,275)
          Proceeds on sales of property, plant and equipment                    7,714               --
          Minority interest in subsidiary                                     (91,970)            37,748
                                                                          -----------        -----------
                Net cash used in investing activities                        (353,310)          (426,527)
                                                                          -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
          Net borrowings (payments) on trade notes payable to banks           611,225            (60,848)
          Net (payments) borrowings on notes payable                         (209,934)         3,487,913
          Payments for treasury stock repurchases                             (46,376)          (105,845)
                                                                          -----------        -----------
                Net cash (used in) provided by financing activities           354,915          3,321,220
                                                                          -----------        -----------
IMPACT OF EXCHANGE RATES ON CASH                                                 --                 --
                                                                          -----------        -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          282,768            (25,615)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                123,741            224,054
                                                                          -----------        -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                  $   406,509        $   198,439
                                                                          ===========        ===========
</TABLE>



           The accompanying notes to consolidated financial statements
                    are an integral part of these statements.


                                       5
<PAGE>
WRP CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001

1.       DESCRIPTION OF BUSINESS:

         WRP Corporation (together with its subsidiaries, the "Company") is a
leading marketer of high quality, disposable medical examination, foodservice
and surgical gloves in the United States through its wholly-owned U.S.
subsidiary, American Health Products Corporation ("AHPC"). WRP Corporation is
also a manufacturer of disposable latex examination and foodservice gloves
through its 70% owned Indonesian subsidiary, PT WRP Buana Multicorpora ("PT
Buana"). The Company sells its disposable gloves primarily to the medical,
foodservice, dental and retail markets.

2.       BASIS OF PRESENTATION:

         The unaudited consolidated financial statements have been prepared for
interim periods only and do not include all of the information and note
disclosures required by generally accepted accounting principles. These
consolidated statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Form 10-K for
the year ended June 30, 2001. The accompanying consolidated financial statements
have not been audited by independent accountants in accordance with generally
accepted accounting standards, but in the opinion of management, such
consolidated financial statements include all adjustments (consisting solely of
normal recurring adjustments) necessary to fairly present the Company's
financial position, results of operations and cash flows. The results of
operations for the three and six-month period ended December 31, 2001, may not
be indicative of the results that may be expected for the fiscal year ended June
30, 2002.

3.       PRINCIPLES OF CONSOLIDATION:

         The accompanying interim consolidated financial statements include the
accounts of the Company, AHPC and its 70% owned subsidiary, PT Buana. All
significant intercompany transactions have been eliminated in consolidation.

4.       MAJORITY SHAREHOLDER:

         WRP-Asia Pacific Sdn. Bhd., a Malaysian corporation ("WRP-Asia"), owns
all of the outstanding Series A Common Stock of the Company and is the majority
shareholder of the Company.

         At December 31, 2001, WRP-Asia had a 53.2% ownership interest in the
Company. WRP-Asia is one of the world's leading manufacturers of high quality,
disposable latex examination gloves primarily for use by healthcare
professionals in the acute care, alternative care and foodservice markets, and
for critical environments in the electronics industries,



                                       6
<PAGE>

scientific laboratories, pharmaceutical industries and other related industries.
AHPC purchases a majority of its powder-free latex exam gloves from WRP-Asia.

5.       COMMON STOCK:

         At December 31, 2001, the Company had outstanding 1,252,538 shares of
Series A Convertible Common Stock and 5,803,692 shares of Common Stock for a
total of 7,056,230 shares. The terms of the Series A Common Stock owned by
WRP-Asia are substantially the same as the Company's Common Stock except:

                 a.  Each share of Series A Common Stock is convertible into one
                     share of the Company's Common Stock, $.01 par value. The
                     Company has reserved 1,252,538 share of Common Stock for
                     issuance upon conversion of the Series A Common Stock.

                 b.  Series A Common Stock entitles WRP-Asia to elect all Class
                     A directors, who represent a majority of the Company's
                     Board of Directors, and to vote with the holders of Common
                     Stock as a single class with respect to all other matters
                     subject to a vote of the shareholders.

         In March 2000, the Company announced that the Board of Directors had
authorized a program to repurchase up to 10% of the Company's public Common
Stock. These purchases may be made in the open market and in block transactions
over a two-year period. The program is subject to market conditions and its
impact on share price as well as other investment options that the Company may
consider to enhance shareholder value. During the six months ended December 31,
2001, the Company purchased 44,800 shares of its Common Stock under this
program.

6.       FOREIGN CURRENCY TRANSACTIONS:

         Gains and losses from foreign currency exchange transactions are
included in net income (loss) in the period in which they occur. During the
quarter ended December 31, 2001 and 2000, the foreign exchange gain/loss
included in the determination of net income was $815 and $(5,023), respectively.

7.       RELATED-PARTY TRANSACTIONS:

         At December 31, 2001 and 2000, amounts due from/to affiliates consist
of the following:

                                               2001               2000
          Due from Affiliate-
          Current - WRP-Asia                 $ 9,815,316      $ 6,925,225
                                             ============================

          Due to Affiliate-
          Current - WRP-Asia                 $(3,735,639)     $(2,393,252)
                                             ============================

          Purchases from Affiliate -
          WRP Asia                           $(7,314,889)     $(7,934,555)
                                             ============================

          Sales to Affiliate -
          WRP Asia                           $ 3,634,665      $ 5,226,330
                                             ============================


                                       7
<PAGE>

         The outstanding accounts receivable from WRP-Asia results primarily
from sales of product to WRP-Asia (powder-free exam gloves produced by PT
Buana), cash advances to WRP-Asia, charges for obtaining FDA approval of the
gloves imported from WRP-Asia and other items. As of December 31, 2001,
approximately $6,732,769 is due to PT Buana and $3,082,547 is due AHPC. AHPC has
accounts payable to WRP-Asia of $3,739,639 at December 31, 2001, primarily
resulting from the purchase of powder-free inventories from WRP-Asia. AHPC
purchased virtually all of its latex powder-free exam gloves from WRP-Asia in
2001, 2000 and 1999. Management believes transactions between operating segments
are made at prevailing rates. AHPC purchases its powdered latex gloves from its
70% subsidiary, PT Buana, as well as from third-party suppliers other than
WRP-Asia.

         WRP-Asia is continuing its restructuring initiative, the object of
which is to improve cash flows and profitability and to assure longer-term
financial viability. This initiative includes a restructuring of the WRP-Asia's
debt facility and additional investments from strategic investors and other
outside sources. Management of WRP-Asia has advised the Company that it
believes, but cannot guarantee, that this initiative will be successfully
concluded and will generate adequate cash flow to meet WRP-Asia's needs for its
ongoing and future business. WRP-Asia has advised the Company that it
anticipates this restructuring initiative will be completed by June 2002.
Although the restructuring of WRP Asia's financing package has been on going for
a number of months, due to the delay in completing this restructuring the
company has reflected the amount due from WRP Asia as long term in its balance
sheet dated December 31, 2001.

         Additionally, interest rates in many Asian-Pacific countries have been
heavily dependent upon international trade and are, accordingly, affected by
protective trade barriers and the economic conditions of their trading partner.
The enactment by the government of principal trading partners of protectionist
trade legislation, reduction of foreign investment or general declines in the
international securities markets could have a significant adverse effect upon
the economies of the Asian-Pacific countries. The financial statements do not
include any adjustment that might result from these uncertainties and any
related effects will be reported in the financial statements as they become
known and estimable.

8.       NET INCOME (LOSS) PER SHARE:

         The Company follows Statement of Financial Accounting Standards No.
128, "Earnings Per Share (EPS)" ("SFAS 128"), which requires dual presentation
of basic and diluted earnings



                                       8
<PAGE>

per share for all periods presented. Basic EPS amounts are based on the
weighted-average number of shares of common stock outstanding during each period
while diluted EPS amounts are based on the weighted-average number of shares of
common stock outstanding during the period and the effect of dilutive stock
options and warrants. The weighted-average number of common shares and common
share equivalents outstanding for the six months ended December 31, 2001 and
2000 is as follows:


<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED    THREE MONTHS ENDED
                                             DECEMBER 31, 2001     DECEMBER 31, 2000
                                             -----------------     ------------------
<S>                                          <C>                   <C>
Basic weighted-average number of
Common shares outstanding                            6,696,189           6,852,374

Dilutive effect of common share
equivalents                                               --                  --
                                                     ---------           ---------

Diluted weighted-average number
of common shares outstanding                         6,696,189           6,832,569
</TABLE>


<TABLE>
<CAPTION>
                                              SIX MONTHS ENDED      SIX MONTHS ENDED
                                             DECEMBER 31, 2001     DECEMBER 31, 2000
                                             -----------------     -----------------
<S>                                          <C>                   <C>
Basic weighted-average number of common
shares outstanding                                   6,744,155           6,870,708

Dilutive effect of common share equivalents
                                                          --                  --
                                                     ---------           ---------
Diluted weighted-average number of common
shares outstanding                                   6,744,155           6,870,708
                                                     =========           =========
</TABLE>



         At December 31, 2001, there were 7,056,230 shares of the Company's
Common Stock and Series A Common Stock outstanding.

         As approved by the Board of Directors, all outstanding stock options at
February 29, 2000 to current employees, officers and directors were repriced
effective February 29, 2000 to $2.07, the closing price on that date. All of the
stock options, which were repriced, totaling 483,600 options, originally
contained exercise prices that were significantly higher than the market price.

9.       ACCOUNTING FOR INCOME TAXES:

         The Company records income taxes in accordance with Statement of
Financial Accounting Standards No. 109 ("SFAS 109"). SFAS 109 utilizes the
liability method and deferred taxes are determined based on the estimated future
tax effects of differences between


                                       9
<PAGE>

the financial statement and tax basis of assets and liabilities given the
provisions of enacted tax laws. Deferred income tax provisions and benefits are
based on the changes in the deferred tax asset or tax liability from period to
period.

         The Company's U.S. operations had generated net operating loss
carry-forwards ("NOL's") in prior years of which approximately $2.1 million is
remaining at June 30, 2001. These NOL's are fully reserved and included as a
component of deferred tax assets. These NOL's will be available to offset future
U.S. generated taxable income and will begin expiring in 2004. In accordance
with federal tax regulations, usage of the NOL's are and have been subject to
limitations as a direct result of certain ownership changes that have occurred
in the past. The Company's U.S. operations have generated NOL's subsequent to
June 30, 2001, which have not been reserved and the Company has recorded a tax
benefit associated with the U.S. generated book and tax losses subsequent to
June 30, 2001, which are available to be carried back against previous years'
taxable income.

         For the three months ended December 31, 2001 and 2000, the Company
recorded for benefit from income taxes of $(30,287) and $(184,511),
respectively.

         For the six months ended December 31, 2001 and 2000, the Company
recorded a provision for income taxes of $273,422 and $23,236, respectively.

10.      CONTINGENCIES:

         Over the last several years, numerous product liability lawsuits have
been filed against suppliers and manufacturers of latex gloves alleging, among
other things, adverse allergic reactions. The Company is one of numerous
defendants that have been named in such lawsuits. During the three months ending
December 31, 2001, there were no additional product liability lawsuits and the
Company was dismissed from or settled five lawsuits. At December 31, 2001, the
Company was involved in a total of 64 lawsuits, either as a named defendant,
third party or an indemnifier. None of these lawsuits name the Company as the
sole defendant in these claims.

         The Company possesses product liability insurance coverage which covers
the defense costs and certain damage awards associated with the product
liability claims against itself, AHPC and PT Buana, in addition to the indemnity
of AHPC's customers to the limits of its policy, subject to deductions on each
claim, to be paid by AHPC. The Company believes that all legal claims are
adequately provided for and if not provided for, are without merit or involve
such amounts that would not materially or adversely affect the Company. However,
there is no assurance that AHPC's insurance will be sufficient to meet all
damages for which the Company may be held liable. For example, in a jury trial,
even where actual damages are somewhat limited, or where causation of liability
is questionable, the jury may choose to award a substantial verdict to the
plaintiff. Likewise, there is no assurance that the outcome of these suits will
not adversely affect the Company's operations or financial condition. The
Company will vigorously contest any latex claim initiated against it, but will
enter into a settlement agreement, where, after careful consideration,
management determines that the Company's best interests will be served by
settling the matter. In addition, there can be no assurances that product
liability


                                       10
<PAGE>
insurance for these claims will continue to be available to the Company or, if
available, that it will be available in sufficient amounts and at affordable
terms.

11.      COMPREHENSIVE INCOME:

         Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" ("SFAS 130"), requires companies to report all changes in
equity during a period, except those resulting from investment by owners and
distributions to owners, in a financial statement for the period in which they
are recognized. Comprehensive loss for the six months ended December 31, 2001
and 2000 was equal to net loss and there were no accumulated other comprehensive
income items during those periods.

12.      SEGMENT REPORTING:

         The Company has two business segments: manufacturing and distribution.
These segments are managed as separate strategic business units due to the
distinct nature of their operations and customer bases. The manufacturing
segment, which represents the operations of PT Buana, manufactures latex gloves
and sells them primarily to AHPC and other customers through WRP-Asia's
distribution network. All operations of the manufacturing segment are located in
Indonesia. The distribution segment involves the procurement and sale of gloves
purchased from the manufacturing segment and other glove manufacturers and then
sold to national and regional healthcare, foodservice, retail and other
distributors. The operations of the distribution segment are located entirely
within the U.S.

         The Company evaluates segment performance based on income (loss) before
provision for (benefit from) income taxes and minority interest ("Pre-tax income
(loss)"). Transactions between operating segments are made at prevailing market
rates.

         The following tables provide financial data for the three and six
months ended December 31, 2001 and 2000 for these segments:


<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31, 2001                             MANUFACTURING      DISTRIBUTION    ELIMINATIONS     CONSOLIDATED
                                              -------------      ------------    ------------     ------------
<S>                                           <C>               <C>              <C>              <C>
Revenues from external customers              $ 1,920,978       $ 10,096,652     $      --        $ 12,017,630
Revenues from other operating segments          1,411,981                 --      (1,411,981)             --
Pre-tax loss                                     (157,220)           (87,257)         20,000          (224,477)
Total Assets                                   18,790,675         36,373,091     (15,888,916)       39,274,850
</TABLE>


                                       11
<PAGE>

<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31, 2000                           MANUFACTURING      DISTRIBUTION     ELIMINATIONS      CONSOLIDATED
                                            -------------      ------------     ------------      ------------
<S>                                         <C>                <C>               <C>              <C>
Revenues from external customers            $  2,173,214       $ 10,535,454      $     --         $ 12,708,668
Revenues from other operating segments           884,600               --           (884,600)             --
Pre-tax loss                                     (61,889)          (469,495)        (145,000)        (676,384)
Total Assets                                  17,057,679         32,691,338       (9,084,370)       40,664,647
</TABLE>


<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31, 2001                            MANUFACTURING      DISTRIBUTION     ELIMINATIONS     CONSOLIDATED
                                             -------------      ------------     ------------     ------------
<S>                                          <C>                <C>              <C>               <C>
Revenues from external customers              $  3,960,308      $20,381,840      $        --       $24,342,148
Revenues from other operating segments           3,247,891             --           (3,247,891)           --
Pre-tax (loss) income                             (181,283)          65,490            101,000         (14,793)
Total assets                                    18,790,675       36,373,091        (15,888,916)     39,274,850
</TABLE>


<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31, 2000                             MANUFACTURING      DISTRIBUTION      ELIMINATIONS       CONSOLIDATED
                                              -------------      ------------      ------------       ------------
<S>                                           <C>                <C>               <C>                <C>
Revenues from external customers              $ 5,336,944         $21,236,254      $       --          $26,573,198
Revenues from other operating segments          1,727,230                --         (1,727,230)               --
Pre-tax income (loss)                             418,522            (427,416)        (133,000)           (141,894)
Total assets                                   17,057,679          32,691,338        (9,084,370)        40,664,647
</TABLE>


13.      NEW ACCOUNTING STANDARDS AND PRONOUNCEMENTS:

         In June 2001, the FASB issued SFAS No. 141, "Business Combinations",
FAS No. 141 addresses the accounting and reporting for business combinations and
supercedes APB Opinion No. 16, "Business Combinations" and SFAS No. 38,
"Accounting for Preacquisition Contingencies of Purchased Enterprises." The
Company will adopt this standard for all business combinations initiated after
June 30, 2001.

         Also in June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets." This pronouncement provides guidance on financial accounting
and reporting for acquired goodwill and other intangible assets. This statement
supercedes APB Opinion No. 17, "Intangible Assets." The provisions of this
statement are required to be applied for fiscal years beginning after December
15, 2001. The Company anticipates that future earnings will increase without
amortization expense; however, the Company must assess its existing goodwill for
impairment.

14.      INVENTORIES:

         Inventories are accounted for on a first-in, first-out ("FIFO") basis
and are valued at the lower of actual cost or market. Beginning in the first
quarter, for the three months ended September 30, 2001, the Company started to
capitalize the duty on its freight cost; this resulted in an increase to
inventories of approximately $26,000.





                                       12
<PAGE>

15.      KEY CUSTOMERS:

         On May 11, 2001, the Company's largest customer, SYSCO, advised the
Company that it would be performing supplier reviews for all of the disposable
products purchased by its FoodService Group. Although a majority of our sales to
SYSCO are used by foodservice customers, these products are purchased by the
Medical Group at SYSCO. While Medical Group suppliers are not being specifically
reviewed at this time, the Company was asked to participate. As of November 8,
2001, this review was successfully completed, with the Company becoming an
approved supplier to both the Medical Group and FoodService Group. This review
was performed in order to ascertain suppliers' future commitments to partnering
with SYSCO. This review by SYSCO's foodservice group could have an impact on the
product being sold to and through the SYSCO organization as a whole. This
approval by Sysco will have a negative impact on the margins of products sold
for the fiscal year 2001.

16.      CREDIT FACILITY:

         On December 1, 1998, AHPC entered into a $10,000,000 three-year bank
credit agreement through December 1, 2001. Subsequently, on March 31, 1999, the
limit was increased to $15,000,000. The new credit facility includes a
$15,000,000 revolving line of credit with an $11,000,000 letter of credit
subfacility. The facility carries an interest rate of commercial paper plus
2.75% (6.69% at December 31, 2001). The bank facility was used to repay all
obligations under the previous bank facility. On November 15, 2001, we completed
the renewal and extension of this credit facility for an additional term of
three years, with terms and conditions similar to the existing facility. As of
December 31, 2001, the Company was not in compliance with certain of its
covenants and has obtained waivers of these covenant violations from the
financial institution. This waiver calls for an increase in the interest rate
from commercial paper plus 2.75% to commercial paper plus 4.5%.

17.      EXTRAORDINARY ITEM:

         During December 2001, there was a flood in Indonesia, the company's
subsidiary, PT Buana, suffered certain losses. The flood caused approximately
$150,000 ($105,000 net of tax) in inventory damage. As this occurrence is
unusual in nature and infrequent in occurrence, the loss has been classified as
an extraordinary item.

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

         Forward-looking statements in this Item 2, Management's Discussion and
Analysis of Financial Condition and Results of Operations, including statements
regarding new products and markets, gross margins, selling, general and
administrative expenses, liquidity and cash need and our plans and strategies,
are all based on current expectations, and we assume no obligation to update
this information. Numerous factors could cause actual results to differ from


                                       13
<PAGE>

those described in the forward-looking statements, including the factors set
forth below under the heading "Risks Affecting Forward-Looking Statements and
Stock Prices". We caution investors that our business is subject to significant
risks and uncertainties.

         Our wholly-owned subsidiary, American Health Products Corporation
("AHPC"), is engaged in the marketing and distribution of high quality,
disposable, medical examination, foodservice and surgical gloves in the United
States and has been in the glove business since its incorporation in January
1989. For the six months ended December 31, 2001, we recorded net sales of $20.4
million. Our 70% owned subsidiary, PT WRP Buana Multicorpora ("PT Buana"), which
commenced operations in April 1996, owns and operates an Indonesian glove
manufacturing plant. PT Buana manufactures high-quality, disposable latex exam
gloves. During the quarter ended September 30, 2001, PT Buana experienced a
reduction in shipments due to two external factors: (i) a strike at the Port of
Belawan Deli, and (ii) delays in supply of liquid natural gas by the Indonesian
government. These two events caused us to experience shipment delays during the
period. In order to minimize the impact on revenues, we located alternate
sources of product and redirected existing inventory to customers impacted by
these shipping delays. These efforts caused us to incur an additional cost of
$215,629 for the six months ended December 31, 2001 period. In order to prevent
events such as these from impacting us in the future, we have increased our
safety stock of inventory and located several alternative sources of supply. In
late December 2001, PT Buana experienced a flood due to unusually heavy rains in
the area. This flood caused PT Buana to incur a loss estimated to be $150,232,
primarily for water-damaged inventory. We believe this loss to be covered by its
property insurance. We have taken action to prevent this type of loss from
occurring in the future, including raising the height of the platform where
inventory is stored.

         During February 2000, our Board of Directors elected to change our
reporting period from a calendar year ending December 31, to a fiscal year
ending June 30, which corresponds to the year-end of our majority shareholder,
WRP-Asia. As a result, this Form 10-Q represents the second quarter of our
fiscal year ended June 30, 2002.

         During the six months ended December 31, 2001, our relationship and
business with key customers continued to grow. Both AmeriNet and SYSCO
experienced sales growth during the period over the comparable 2000 period.
Glove sales to AmeriNet grew from $2,697,990 in 2000, to $3,607,510 in the
comparable 2001 period, an increase of 33.7%. While glove case-sales to SYSCO
increased 3.4 % for the six-month period, sales declined 6.1% from $13,108,862
to $12,306,487. This decline in revenue over the comparable periods reflects a
price reduction granted to SYSCO in January 2001.

         THREE MONTHS ENDED DECEMBER 31, 2001, COMPARED TO THE THREE MONTHS
ENDED DECEMBER 31, 2000:

         Our net sales are derived from the sale of finished product, net of
allowable rebates, royalties, discounts and returns. Net sales include glove
sales from AHPC's glove product line and latex exam glove sales from PT Buana,
exclusive of its sales to AHPC. Net sales totaled $12,017,630 and $12,708,668
for the three months ended December 31, 2001 and 2000,




                                       14
<PAGE>

respectively. This represents a 5.4% decline in net sales for the quarter
compared to the year earlier period.

         The decrease in sales of $691,000 was due, in part, to the delays in
shipment out of PT Buana and to price decreases provided to customers.
Additionally, AHPC's purchase from PT Buana increased 59.6% to $1,411,981. This
increase in production allocation to AHPC effectively reduced PT Buana's
capacity to sell to other customers.

         Cost of goods sold includes all costs to manufacture, purchase and
obtain the finished product, including costs such as ocean freight, customs,
duty and warehousing. Cost of goods sold decreased 6.4% from $9,346,718 for the
three-month period ended December 31, 2000, to $8,751,767 for the three months
ended December 31, 2001, due to the decline in sales. As a percentage of net
sales, cost of goods sold decreased from 73.6% for the three months ended
December 31, 2000, to 72.8% for the three months ended December 31, 2001. The
gross profit percentage increased to 27.2% in the quarter ended December 31,
2001 versus 26.4% in the same period of 2000. The gross profit percentage
increase is attributed to increased purchases by AHPC from PT Buana. We continue
to expect our gross margins to be affected by the price of latex, changes in
product mix, competition, manufacturing capacity levels and other factors.

         Selling expenses include all salaries and payroll related costs for
sales and marketing staff together with other sales related expenses such as
sales commissions, travel costs, trade shows, advertising, promotions and
delivery costs. Selling, general and administrative ("SG&A") expenses decreased
by 15.6% from $3,872,661 for the three months ended December 31, 2000, to
$3,270,646 for the three months ended December 31, 2001. This decrease of
$602,015 in SG&A expenses is attributable to: (i) a decrease in salaries and
salary-related expense associated with the restructure in management; and (ii) a
decrease in sales salaries.

         Loss from operations decreased from $(510,711) for the three months
ended December 31, 2000, to $(4,783) for the three months ended December 31,
2001. This reduction in operating margin reflects the reduction in sales and
increased costs of goods sold during the first quarter of 2001. For the three
months ended December 31, 2001 and 2000, earnings before interest, taxes,
depreciation and amortization ("EBITDA") were $30,805 and $(261,690),
respectively.

         Interest expense declined during the three months ended December 31,
2001, to $81,363 compared to $245,718 in the same quarter of 2000. This 66.9%
decrease is attributable to debt reductions on our line of credit and debenture
debt balances as well as lower interest rates during the quarter in 2001 versus
the 2000 comparable quarter.

         We recorded a foreign currency exchange loss of $815 in the quarter
ended December 31, 2001 versus a foreign exchange loss of $5,023 in the
comparable period in 2000 from our Indonesian subsidiary, PT Buana. As currency
exchange rates fluctuate and depending upon the mix of assets and liabilities in
PT Buana's books in Indonesian rupiah, an exchange gain or loss will be
incurred. These foreign currency exchange gains or losses are reported as a
component of the SG&A expense category in the consolidated statements of
operations. PT Buana continues to be exposed to foreign currency exchange rate
fluctuations and may incur exchange



                                       15
<PAGE>

gains or losses in the future. Indonesia continues to experience economic and
political instability, which is characterized by fluctuations in its foreign
currency exchange rate, interest rates, stock market and inflation rate. The
financial statements do not include any adjustment that might result from these
uncertainties and any related effects will be reported in the financial
statements as they become known and estimable.

         Other income consists of interest income and miscellaneous income.
Other income for the quarter ended December 31, 2001 and 2000 was $11,901 and
$80,045, respectively.

         The benefit from income taxes for the three months ended December 31,
2001 and 2000 was $30,287 and $184,511, respectively. This change in income
taxes is attributable to the weakening of the Indonesian rupiah against the US
dollar during the period. Our U.S. operations generated net operating loss
carry-forwards ("NOL's") in prior years of which approximately $2.1 million is
remaining from June 30, 2001 which can be used to offset future U.S. generated
taxable income through the year 2004.

         For the three months ended December 31, 2001, our net loss was
$130,610, compared to net loss of $444,222 in the same period of 2000. Diluted
earnings (loss) per share for the three months ended December 31, 2001 and 2000
was $(0.02) and $(0.07), respectively.

SIX MONTHS ENDED DECEMBER 31, 2001, COMPARED TO THE SIX MONTHS ENDED DECEMBER
31, 2000:

         Our net sales are derived from the sale of finished product, net of
allowable rebates, royalties, discounts and returns. Net Sales include glove
sales from AHPC's glove product line and latex exam glove sales from PT Buana,
exclusive of its sales to AHPC. Net sales totaled $24,342,148 and $26,573,198
for the six months ended December 31, 2001 and 2000, respectively. This
represents an 8.4% decline in net sales for the quarter compared to the year
earlier period.

         The decrease in sales of $2.2 million was due, in part, to the delays
in shipment out of PT Buana and to price decreases provided to customers.
Additionally, AHPC's purchase from PT Buana increased 88% to $3.2 million. This
increase in production allocation to AHPC effectively reduced PT Buana's
capacity to sell to other customers. Actual cases of gloves sold increased from
609,915 in the 2000 period to 614,978 in the 2001 period.

         Cost of goods sold includes all costs to manufacture, purchase and
obtain the finished product, including costs such as ocean freight, customs,
duty and warehousing. Cost of goods sold decreased 8.7% from $19,112,422 for the
six-month period ended December 31, 2000, to $17,447,386 for six months ended
December 31, 2001, due to the decline in sales utilization. As a percentage of
net sales, cost of goods sold declined from 71.9% for the six months ended
December 31, 2000, to 71.7% for the six months ended December 31, 2001. The
gross profit percentage increased to 28.3% for the six months ended December 31,
2001 versus 28.1% in the same period of 2000. The gross profit percentage
increase is attributed to improved utilization at our PT Buana facility. We
continue to expect our gross margins to be affected by the price of latex,
changes in product mix, competition, manufacturing capacity levels and other
factors.



                                       16
<PAGE>

         Selling expenses include all salaries and payroll-related costs for
sales and marketing staff, together with other sales-related expenses such as
sales commission, travel costs, trade shows, advertising, promotions and
delivery costs. Selling, general and administrative ("SG&A") expenses decreased
8.9% from $7,288,532 for the six months ended December 31, 2000, to $6,636,670
for the six months ended December 31, 2001. This decrease of $651,862 in SGA&
expenses is attributable to: (i) a decrease in salaries and salary-related
expense of $130,000 associated with the restructure in senior management; and
(ii) a decrease in salary and salary-related expenses for our sales force.

         Income (loss) from operations increased from $172,244 for the six
months ended December 31, 2000, to $258,092 for the six months ended December
31, 2001. This increase in operating margin reflects the reduction in selling,
general and administrative expenses and improved manufacturing efficiencies out
of PT Buana. For the six months ended December 31, 2001 and 2000, earnings
before interest, taxes, depreciation and amortization ("EBITDA") were $500,959
and $490,674, respectively.

         Interest expense declined during the six months ended December 31,
2001, to $159,212 compared to $428,804 in the comparable 2000 period. This 62.9%
decrease is attributable to debt reductions on our line of credit and debenture
debt balances, as well as lower interest rates during the 2001 period versus the
2000 comparable period.

         We recorded a foreign currency exchange loss of $36,678 for the six
months ended December 31, 2001, versus a foreign exchange loss of $15,947 in the
comparable period in 2000, from our Indonesian subsidiary, PT Buana. As currency
exchange rates fluctuate and, depending upon the mix of assets and liabilities
in PT Buana's books in Indonesian rupiah, an exchange gain or loss will be
incurred. These foreign currency exchange gains or losses are reported as a
component of the SG&A expense category in the consolidated statements of
operations. PT Buana continues to be exposed to foreign currency exchange rate
fluctuations and may incur exchange gains or losses in the future. Indonesia
continues to experience economic and political instability, which is
characterized by fluctuations in its foreign currency exchange rate, interest
rates, stock market and inflation rate. The financial statements do not include
any adjustment that might result from these uncertainties and any related
effects will be reported in the financial statements as they become known and
estimable.

         Other income consists of interest income and miscellaneous income.
Other income for the six months ended December 31, 2001 and 2000, was $36,559
and $114,666, respectively.

         The provision from income taxes for the six months ended December 31,
2001 and 2000 was $273,422 and $23,236, respectively. This change in income
taxes is attributable to the strengthening of the Indonesian rupiah against the
US dollar during the period to a three-year high. This strengthening required PT
Buana to recognize a foreign currency gain on the value of the intercompany loan
between AHPC and PT Buana. Indonesian tax law requires taxes on foreign currency
gains to be expenses in the period incurred, not accrued. Our U.S. operations
generated net operating loss carry-forwards ("NOL's") in prior years of which
approximately




                                       17
<PAGE>

$2.1 million is remaining from June 30, 2001, which can be used to offset future
U.S. generated taxable income through the year 2004.

         For the six months ended December 31, 2001, our net loss was
$(151,245), compared to a net loss of $(202,878) in the same period of 2000.
Diluted earnings (loss) per share for the six months ended December 31, 2001 and
2000, was $(0.02) and $(0.03), respectively.

LIQUIDITY AND CAPITAL RESOURCES:

THREE MONTHS ENDED DECEMBER 31, 2001:

         Cash and cash equivalents at December 31, 2001, were $406,509, an
increase of $282,768 from $123,741 at June 30, 2001. We experienced an increase
in cash flows during the six months ended December 31, 2001, primarily from cash
provided by financing activities, offset by cash used in operating and investing
activities.

         Our operations provided cash of $281,163 during the six months ended
December 31, 2001, primarily as a result of an increase in accounts payable and
accrued expenses of $1,309,285 and $677,354, respectively, offset by an increase
to accounts receivable-trade and inventories of $278,748 and $1,837,480,
respectively. Prepaid expenses increased from $1,174,544 to $1,207,607.

         Net trade accounts receivable at December 31, 2001, increased 5.7% to
$5,197,810 from $4,919,062 at June 30, 2001. Net inventories at December 31,
2001, were $9,024,866 and increased from the level at June 30, 2001, of
$7,187,386 due to increased shipments from PT Buana, new surgical inventory
purchases from non-affiliated parties and initiation of the direct-ship Novation
program.

         During the six months ended December 31, 2001, we used cash in
investing activities of $353,310. We spent $269,054 for capital improvement
expenditures during the six-month period primarily at PT Buana, our Indonesian
manufacturing plant. These expenditures included equipment purchases to expand
our capacity to manufacture higher-margin products, including powder-free latex
gloves.

         During the six months ended December 31, 2001, cash was provided to us
from financing activities in the amount of $354,915. We increased borrowings on
our line of credit facility by $611,225 to finance working capital needs, offset
by debenture debt repayments of $209,934 and stock repurchases of $46,376.

         WRP-Asia is continuing its restructuring initiative, the object of
which is to improve cash flows and profitability and to assure longer-term
financial viability. This initiative includes a restructuring of the WRP-Asia's
debt facility and additional investments from strategic investors and other
outside sources. Management of WRP-Asia has advised the Company that it
believes, but cannot guarantee, that this initiative will be successfully
concluded and will generate adequate cash flow to meet WRP-Asia's needs for its
ongoing and future business. WRP-Asia




                                       18
<PAGE>

has advised the Company that it anticipates this restructuring initiative will
be completed by June 2002. Although the restructuring of WRP Asia's financing
package has been on going for a number of months, due to the delay in completing
this restructuring the company has reflected the amount due from WRP Asia as
long term in its balance sheet dated December 31, 2001.

         On December 1, 1998, AHPC obtained a domestic three-year credit
facility from GE Capital, a large commercial credit company. This asset based
lending loan and security agreement included a $10,000,000 revolving line of
credit with a $7,000,000 letter of credit sub-facility. On March 31, 1999, AHPC
amended its loan and security agreement by increasing the maximum credit loan
limit from $10,000,000 to $15,000,000. As part of the amendment, the letter of
credit sub-facility was increased from $7,000,000 to $11,000,000. The line of
credit borrowings carry an interest rate of commercial paper plus 2.75% (7.9% at
December 31, 2001). At December 31, 2001, AHPC had outstanding $3,550,571 on the
revolving line of credit and $1,119,162 of letter of credit liabilities under
the credit facility. On November 15, 2001, we completed the renewal and
extension of this credit facility for an additional term of three years, with
terms and conditions similar to the existing facility. This waiver calls for an
increase in the interest rate from commercial paper plus 2.75% to commercial
paper plus 4.5%.

         In October 1994, pursuant to two debenture and warrant purchase
agreements between us and two trusts affiliated with one of our directors, we
issued, and each trust purchased, a convertible subordinated debenture in the
amount of $1,000,000. These debentures, originally totaling $2.0 million, are
due in November 2001 and carry an interest rate at 1.5% over the prime rate.
Each debenture is convertible into our Common Stock at a conversion price of
$25.00 per share. During the six months ended December 31, 2001, we repaid
$150,000 of this debt. At December 31, 2001, the total outstanding debt
associated with these debentures has been repaid.

          We currently expect to have cash needs during the next year and beyond
for funding the growth of the existing glove business, launch and promotion of
our SafePrep foodservice business and for other uses. These cash needs may arise
in connection with various events such as for: (i) the expansion into new
products; (ii) the expansion into new markets; (iii) funding the promotion of
our branded products; (iv) repayment of debt obligations; (v) purchasing our
Common Stock in connection with our stock repurchase program; and (vi)
manufacturing capital improvements. We believe that our cash and cash to be
generated from future operations plus our credit facility will be sufficient to
fund our ongoing operations.

         ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         We are exposed to the impact of interest rate changes, foreign currency
fluctuations and changes in the market value of investments. We have not entered
into interest rate caps or collars or other hedging instruments.

         Exposure to changes in interest rates is limited to borrowings under
revolving credit and debt agreements, which have variable interest rates, tied
to the prime and commercial paper rates. We estimate that the fair value of each
debt instrument approximated its market value at December 31, 2001.



                                       19
<PAGE>

         We are subject to fluctuations in the value of the Indonesian rupiah
vis-a-vis the U.S. dollar. The investment in the Indonesian subsidiary is
remeasured into the U.S. dollar and the book value of the assets and liabilities
of this operation at December 31, 2001 approximated its fair value.

         PART II

ITEM 1-5.

No changes




SIGNATURES

            Pursuant to the requirements 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.

                                             WRP Corporation
                                             (Registrant)


Date: February 19, 2002                      By: /s/ Alan E. Zeffer
                                                --------------------------------
                                             Name:  Alan E. Zeffer
                                             Title: Chief Financial Officer
                                             Vice President Finance/Operations



                                       20