<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:  March 31, 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 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 May 15, 2002, was 5,803,692 and 1,252,538 respectively.



                                       1
<PAGE>

                                 WRP CORPORATION

                                      INDEX

                         PART I - FINANCIAL INFORMATION


Item 1.

         Consolidated Balance Sheets
         March 31, 2002 (unaudited) and June 30, 2001(audited)..........pgs.3-4

         Consolidated Statements of Operations (unaudited) for the
         Three Months Ended March 31, 2002 and 2001...................... pg. 5

         Consolidated Statements of Operations (unaudited) for the
         Nine Months Ended March 31, 2002 and 2001....................... pg. 6

         Consolidated Statements of Cash Flows (unaudited) for the
         Nine Months Ended March 31, 2002 and March 31, 2001............. pg. 7

         Notes to Interim Consolidated Financial Statements (unaudited).. pg. 8

Item 2.

         Management's Discussion and Analysis of Financial Condition
         and Results of Operations....................................... pg.16

Item 3.

         Quantitative and Qualitative Disclosures About Market........... pg.23


                           PART II - OTHER INFORMATION

Items 1.-5............................................................... pg.24

Item 6................................................................... pg.24






                                       2
<PAGE>
                        WRP CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


<TABLE>
<CAPTION>
                                                      March 31, 2002   June 30, 2001
                                                    -----------------  -------------
                                                       (Unaudited)       (Audited)
<S>                                                   <C>              <C>
CURRENT ASSETS:
    Cash and cash equivalents                         $     31,061     $    123,741
    Accounts receivable - trade, net
     of allowance for doubtful accounts
     of $150,000 in 2002 and $150,000 in 2001            4,436,275        4,919,062
    Inventories, net                                    10,744,354        7,187,386
    Prepaid expenses                                     1,005,192        1,174,544
    Due from affiliate                                   3,227,728        2,975,524
    Deferred tax assets                                  1,000,537          835,182
    Other receivables                                      283,067          197,156
                                                      ------------     ------------
        Total current assets                            20,728,214       17,412,595
                                                      ------------     ------------


PROPERTY, PLANT AND EQUIPMENT:
    Land rights and land improvements                      736,535          736,535
    Construction in progress                                26,907          174,096
    Equipment, furniture and fixtures                   16,492,036       15,996,454
    Building improvements                                2,263,070        2,260,637
    Vehicles                                               105,836          148,822
                                                      ------------     ------------
        Total property, plant and equipment             19,624,384       19,316,544
    Less - Accumulated depreciation and amortization    (8,649,412)      (7,206,846)
                                                      ------------     ------------
        Property, plant and equipment, net              10,974,972       12,109,698
                                                      ------------     ------------
OTHER ASSETS:
    Goodwill, net of accumulated amortization
     of $91,098 in 2002 and $640,674 in 2001             1,058,902        1,109,326
    Due from affiliate                                   7,026,216        5,287,413
    Other                                                  317,415          153,456
    Assets
                                                      ------------     ------------
        Total other assets                               8,402,533        6,550,195

                                                      $ 40,105,719     $ 36,072,488
                                                      ============     ============
</TABLE>





                                       3
<PAGE>
                        WRP CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND SHAREHOLDERS' EQUITY

<Table>
<Caption>

                                                         March 31, 2002   June 30, 2001
                                                         --------------   -------------
                                                          (Unaudited)       (Audited)
<S>                                                       <C>             <C>
CURRENT LIABILITIES:
     Accounts payable - trade                             $  4,694,447    $  2,335,421
     Trade notes payable to bank                               746,108         507,937
     Notes payable and current portion of
      long-term obligations                                  5,167,808       4,056,718
     Due to affiliate                                        3,678,419       2,453,608
     Accrued expenses                                        3,123,726       2,971,635
                                                          ------------    ------------
         Total current liabilities                          17,410,508      12,325,319
                                                          ------------    ------------

LONG-TERM DEBT                                                  11,924          12,687
                                                          ------------    ------------

DEFERRED TAX LIABILITY                                         588,697         539,583
                                                          ------------    ------------

MINORITY INTEREST IN SUBSIDIARY                              1,869,683       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                                       3,830,250       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                         20,224,907      21,175,507
                                                          ------------    ------------

                                                          $ 40,105,719    $ 36,072,488
                                                          ============    ============

</Table>

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



                                       4
<PAGE>
                        WRP CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<Table>
<Caption>
                                                      For the Three Months
                                                         Ended March 31,
                                                  -----------------------------
                                                       2002          2001
                                                  -----------------------------
                                                   (Unaudited)   (Unaudited)

<S>                                                <C>            <C>
NET SALES                                          $10,153,320    $12,460,973

COST OF GOODS SOLD                                   8,055,450      9,172,129
                                                   -----------    -----------
GROSS PROFIT                                         2,097,870      3,288,844

OPERATING EXPENSES:

      Selling, general and administrative            3,107,444      3,388,946
                                                   -----------    -----------
LOSS FROM OPERATIONS                                (1,009,574)      (100,102)

INTEREST EXPENSE                                        55,820        203,031

OTHER INCOME                                            35,047        108,055
                                                   -----------    -----------
      Loss from continuing operations before
       benefit from income taxes, minority
       interest and extraordinary item              (1,030,347)      (195,078)

BENEFIT FROM INCOME TAXES                             (219,629)      (182,471)
                                                   -----------    -----------
      Loss from continuing operations before
       minority interest and extraordinary item       (810,718)       (12,607)

MINORITY INTEREST IN INCOME (LOSS) OF SUBSIDIARY        57,739        (30,191)
                                                   -----------    -----------

      Loss from continuing operations before
       extraordinary item                             (752,979)       (42,798)

EXTRAORDINARY LOSS, NET OF TAX                          -              -
                                                   -----------    -----------

          NET LOSS                                 $  (752,979)   $   (42,798)
                                                   ===========    ===========

BASIC NET LOSS PER COMMON SHARE
  CONTINUING OPERATIONS                            $     (0.11)   $     (0.01)
  EXTRAORDINARY ITEM                               $     (0.11)   $    -
                                                   ===========    ===========
DILUTED NET LOSS PER COMMON SHARE
  CONTINUING OPERATIONS                            $     (0.11)   $     (0.01)
  EXTRAORDINARY ITEM                               $     (0.11)   $    -
                                                   ===========    ===========

</Table>


                                       5
<PAGE>
                     WRP CORPORATION AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF OPERATIONS




<TABLE>
<CAPTION>
                                                                   For the Nine Months
                                                                     Ended March 31,
                                                                ---------------------------
                                                                   2002            2001
                                                                ---------------------------
                                                                (Unaudited)    (Unaudited)
<S>                                                             <C>            <C>
NET SALES                                                       $34,495,468    $39,034,171

COST OF GOODS SOLD                                               25,502,836     28,284,551
                                                                -----------    -----------
GROSS PROFIT                                                      8,992,632     10,749,620

OPERATING EXPENSES:
    Selling, general and administrative                           9,744,114     10,677,478
                                                                -----------    -----------
INCOME (LOSS) FROM OPERATIONS                                      (751,482)        72,142
INTEREST EXPENSE                                                    215,032        589,835
OTHER INCOME                                                         71,606        222,721
                                                                -----------    -----------
    Income (Loss) from continuing operations before
     provision for (benefit from) income taxes,
     minority interest and extraordinary item                      (894,908)      (294,972)

PROVISION FOR (BENEFIT FROM) INCOME TAXES                            53,793       (159,235)
                                                                -----------    -----------
    Loss from continuing operations before minority
     interest and extraordinary item                               (948,701)      (135,737)
MINORITY INTEREST IN INCOME (LOSS) OF SUBSIDIARY                    149,709        (67,939)
                                                                -----------    -----------

    Loss from continuing operations before extraordinary item      (798,992)      (203,676)

EXTRAORDINARY LOSS, NET OF TAX                                     (105,232)             0
                                                                -----------    -----------

          NET LOSS                                              $  (904,224)   $  (203,676)
                                                                ===========    ===========

BASIC NET LOSS PER COMMON SHARE
     CONTINUING OPERATIONS                                      $     (0.12)   $     (0.03)
     EXTRAORDINARY ITEM                                         $     (0.14)   $       -
                                                                ===========    ===========
DILUTED NET LOSS PER COMMON SHARE
     CONTINUING OPERATIONS                                      $     (0.12)   $     (0.03)
     EXTRAORDINARY ITEM                                         $     (0.14)   $       -
                                                                ===========    ===========
</TABLE>



                                       6
<PAGE>
                        WRP CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

           FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND MARCH 31, 2001

<TABLE>
<CAPTION>
                                                                   Nine Months       Nine Months
                                                                      Ended             Ended
                                                                   Mar 31, 2002      Mar 31, 2001
                                                                 ---------------     ------------
                                                                  (Unaudited)         (Unaudited)

<S>                                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                   $  (904,224)     $  (203,676)
     Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
          Depreciation                                              1,464,731        1,463,806
          Amortization                                                 50,424           50,423
          Deferred income taxes                                      (331,418)         126,840
          Loss on disposal of property, plant and equipment            29,291           (1,927)
          Changes in operating assets and liabilities-
            Accounts receivable - trade, net                          482,787          680,477
            Inventories, net                                       (3,556,968)          82,749
            Prepaid expenses                                          169,352         (785,068)
            Other assets                                             (249,870)          (9,838)
            Accounts payable - trade                                2,359,026           37,690
            Accrued expenses                                          413,428           32,351
            Amounts due to and from affiliates                       (766,196)      (2,579,054)
                                                                  -----------      -----------
          Net cash (used in) operating activities                    (885,797)      (1,105,227)
                                                                  -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                            (367,010)        (680,284)
     Proceeds on sales of property, plant and equipment                 7,714            5,443
     Minority interest in subsidiary                                 (149,709)          67,939
                                                                  -----------      -----------
          Net cash used in investing activities                      (509,005)        (606,902)
                                                                  -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings (payments) on trade notes payable to banks        238,171         (606,817)
     Net (payments) borrowings on notes payable                     1,110,327        2,785,605
     Payments for treasury stock repurchases                          (46,376)        (180,406)
                                                                  -----------      -----------
          Net cash provided by financing activities                 1,302,122        1,998,382
                                                                  -----------      -----------



NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  (92,680)         286,253

CASH AND CASH EQUIVALENTS, beginning of period                        123,741          224,054
                                                                  -----------      -----------

CASH AND CASH EQUIVALENTS, end of period                          $    31,061      $   510,307
                                                                  ===========      ===========
</TABLE>


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






                                       7
<PAGE>
WRP CORPORATION
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002

1.   DESCRIPTION OF BUSINESS:

     WRP Corporation (together with its subsidiaries, the "Company") is a
leading marketer of high quality, disposable medical examination, foodservice
and specialty 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 foodservice,
healthcare, retail and specialty 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 nine-month period ended March 31, 2002, 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 March 31, 2002, 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, scientific






                                       8
<PAGE>
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 March 31, 2002, 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 nine months ended March 31,
2002, 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 loss in the period in which they occur. During the quarter ended
March 31, 2002 and 2001, the foreign exchange gain/loss included in the
determination of net income was $(13,811) and $36,350, respectively.









                                       9
<PAGE>
7.   RELATED-PARTY TRANSACTIONS:

     At March 31, 2002 and 2001, amounts due from/to affiliates consist of the
following:

                                            2002                  2001
        Due from Affiliate-
        Current - WRP Asia            $   3,227,728           $  2,915,217
                                      =============           ============

        Due to Affiliate-
        Current - WRP Asia            $  (3,678,419)          $ (2,825,490)
                                      =============           ============

        Purchases from Affiliate -
                                      $ (11,594,370)          $ (9,448,110)
                                      =============           ============

        Sales to Affiliate -
                                      $   5,383,925           $  7,352,508
                                      =============           ============

     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 March 31, 2002, approximately
$7,026,216 is due to PT Buana and $3,227,728 is due AHPC. AHPC has accounts
payable to WRP Asia of $3,678,419 at March 31, 2002, 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 2002, 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 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 July 2002. Although the restructuring of WRP
Asia's financing package has been ongoing 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 March 31, 2002. The
Company anticipates that the entire net amount, or a substantial portion
thereof, due from WRP Asia will be repaid from the financing. The net amount of
$6,575,525 is comprised of the $7,026,216 due to PT Buana, plus $3,227,728 due
to AHPC, less $3,678,419, which is AHPC's account payable to WRP Asia.

     The ability of WRP Asia to successfully complete its restructuring and the
repayment of the net amount due the Company of $6,575,525, or a substantial
portion thereof, as described







                                       10
<PAGE>
above, and the Company's ability to adhere to the terms, conditions and
covenants of its credit facility, as described in Note 16, are critical to the
future success and growth of the Company. If any one of these issues cannot be
satisfactorily resolved in the near term, the Company's ability to continue as a
going concern could be at risk.

     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 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 nine
months ended March 31, 2002 and 2001 is as follows:


<Table>
<Caption>
                                                            THREE MONTHS ENDED               THREE MONTHS ENDED
                                                              MARCH 31, 2002                   MARCH 31, 2001
                                                              --------------                   --------------
<S>                                                         <C>                                <C>
Basic weighted-average number of
Common shares outstanding                                       6,652,734                        6,763,324

Dilutive effect of common share
Equivalents                                                         -                                -
                                                              --------------                   --------------
Diluted weighted-average number
of common shares outstanding                                    6,652,734                        6,763,324

<Caption>

                                                            NINE MONTHS ENDED                 NINE MONTHS ENDED
                                                              MARCH 31, 2002                    MARCH 31, 2001
                                                            -----------------                 ------------------
<S>                                                         <C>                                <C>
Basic weighted-average number of common
shares outstanding                                              6,666,128                        6,824,149

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

  Diluted weighted-average number of
     common shares outstanding                                  6,666,128                        6,824,149
                                                                =========                        =========
</Table>





                                       11
<PAGE>
     At March 31, 2002, 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 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 March 31, 2002 and 2001, the Company recorded a
benefit from income taxes of $(219,629) and $(182,471), respectively.

     For the nine months ended March 31, 2002 and 2001, the Company recorded a
provision for (benefit from) income taxes of $53,793 and a benefit of $(159,235)
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 March 31,
2002, there were 8 additional product liability lawsuits filed, naming the
Company and others as co-defendants, and the Company was dismissed from or
settled 7 lawsuits. At March 31, 2002, the Company was involved in a total of



                                       12
<PAGE>
65 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 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 nine months ended March 31, 2002 and
2001 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.




                                       13
<PAGE>
     The following tables provide financial data for the three and nine months
ended March 31, 2002 and 2001 for these segments:


<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 2002                                      MANUFACTURING      DISTRIBUTION    ELIMINATIONS       CONSOLIDATED
                                                    -------------      ------------    ------------       ------------
<S>                                                 <C>                <C>           <C>                  <C>
Revenues from external customers                    $ 1,900,846        $ 8,252,474                -      $ 10,153,320
Revenues from other operating segments                1,455,295                  -       (1,455,295)                -
Pre-tax income (loss)                                    19,661         (1,022,008)         (28,000)       (1,030,347)
Total Assets                                         18,770,001         37,567,664      (16,231,946)       40,105,719

<CAPTION>

THREE MONTHS ENDED
MARCH 31, 2001                                      MANUFACTURING      DISTRIBUTION    ELIMINATIONS       CONSOLIDATED
                                                    -------------      ------------    ------------       ------------
<S>                                                 <C>                <C>           <C>                  <C>
Revenues from external customers                     $2,212,336       $ 10,248,637                -      $ 12,460,973
Revenues from other operating segments                  463,840                  -         (463,840)                -
Pre-tax loss                                            (38,705)          (227,373)          71,000          (195,078)
Total Assets                                         17,493,763         30,829,303       (9,365,558)       38,957,508

<CAPTION>

NINE MONTHS ENDED
MARCH 31, 2002                                      MANUFACTURING      DISTRIBUTION    ELIMINATIONS       CONSOLIDATED
                                                    -------------      ------------    ------------       ------------
<S>                                                 <C>                <C>           <C>                  <C>
Revenues from external customers                     $5,861,154        $28,634,314                -       $34,495,468
Revenues from other operating segments                4,703,186                  -       (4,703,186)                -
Pre-tax loss                                            (11,390)          (956,518)          73,000          (894,908)
Total assets                                         18,770,001         37,567,664      (16,231,946)       40,105,719

<CAPTION>

NINE MONTHS ENDED
MARCH 31, 2001                                     MANUFACTURING      DISTRIBUTION     ELIMINATIONS      CONSOLIDATED
                                                   -------------      ------------     ------------      ------------
<S>                                                 <C>                <C>           <C>                  <C>
Revenues from external customers                    $ 7,549,280        $31,484,891                -      $ 39,034,171
Revenues from other operating segments                2,191,070                  -       (2,191,070)                -
Pre-tax income (loss)                                   379,817           (654,789)         (20,000)         (294,972)
Total assets                                         17,493,763         30,829,303       (9,365,558)       38,957,508


</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
supersedes 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
supersedes APB Opinion No. 17, "Intangible Assets." The provisions of this
statement are required to be applied for fiscal years





                                       14
<PAGE>
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, the Company started to capitalize the duty on its freight cost. This
resulted in an increase to inventories of approximately $26,000.

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 were not being specifically
reviewed at that 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 will allow us to expand the number of products sold to SYSCO which may
result in an increase in net sales, but may also have a negative impact on the
margins of the current products sold for the fiscal year 2002, as the Company
agreed to a price reduction for certain of its products sold to SYSCO. This
price reduction was granted to SYSCO in the form of a one-time rebate of
$750,000 paid in January 2002. As a result of the Company's transition out of
the acute-care medical market, net sales to SYSCO are presently expected to
represent more than 80% of the Company's total net sales.

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 4.50%, (6.25% at
March 31, 2002). 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 March 31, 2002, 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 a continuance of the interest rate increase of commercial paper plus
4.5%.


                                       15
<PAGE>

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. The Company was able to recover approximately $124,000
for this insurance claim in May 2002, as such, the recovery of this gain
contingency will be recognized in the fourth quarter.

18.  MEDICAL BUSINESS:

     On March 1, 2002, the Company announced that it's subsidiary, American
Health Products Corp, had entered into a Transition Services Agreement with
Maxxim Medical, Inc., (MAXXIM), whereby MAXXIM would service certain of its
acute-care medical customers. As a result of this transition, the Company has
substantially reduced its personnel in its medical division and is transitioning
its business with respect to most of its customers in the medical division to
MAXXIM. The Company has incurred severance costs of approximately $256,000
associated with the reduction in personnel. The Company is in the process of
selling off its remaining inventory related to the medical business, during the
transition period.

     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
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,
examination, foodservice and specialty gloves in the United States and has been
in the glove business since its incorporation in January 1989. For the nine
months ended March 31, 2002, we recorded net sales of $34.5 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 and foodservice
gloves.

     During the nine months ended March 31, 2002, PT Buana experienced a
reduction in shipments due to three external factors: (i) a strike at the Port
of Belawan Deli; (ii) delays in supply of liquid natural gas by the Indonesian
government; and (iii) a flood due to unusually heavy rains in the area. The
flood, which occurred in December 2001, caused PT Buana to incur







                                       16
<PAGE>
a loss estimated to be $150,232, primarily for water-damaged inventory. While
this loss was recorded as an extraordinary item, we have continued to pursue
collection from our insurance carrier. 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. These three 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. In May 2002, we were able to
recover $124,000 from the insurance company. We will recognize the recovery of
this gain contingency in the fourth quarter. These efforts caused us to incur an
additional cost of $301,000 for the nine months ended March 31, 2002. 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.

     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 third quarter of our fiscal
year ended June 30, 2002.

     During the nine months ended March 31, 2002, our relationship and business
with key customers continued to grow. Both AmeriNet and SYSCO experienced sales
growth during the period over the comparable 2001 period. Glove sales to
AmeriNet grew from $4,241,513 in 2001, to $5,175,592 in the comparable 2002
period, an increase of 22.0%. While glove case-sales to SYSCO increased 2.6 %
for the nine-month period, sales declined 6.2% from $19,164,944 to $17,973,300.
This decline in revenue over the comparable periods reflects a price reduction
granted to SYSCO in January 2001 and January 2002. As part of the Transition
Services Agreement with MAXXIM, we anticipate our sales to AmeriNet to
significantly decline over the near-term.

     THREE MONTHS ENDED MARCH 31, 2002, COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2001:

     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 $10,153,320 and $12,460,973
for the three months ended March 31, 2002 and 2001, respectively. This
represents a 18.5% decline in net sales for the quarter compared to the year
earlier period.

     The decrease in sales of $2,307,653 was due, in part, to the delays in
shipment out of PT Buana, to price decreases provided to customers, including
the one-time rebate in the amount of $750,000 paid to SYSCO in January 2002, and
to declining sales in our medical business. During the period, PT Buana
increased its production allocation to AHPC, which 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






                                       17
<PAGE>
sold decreased 12.2% from $9,172,129 for the three-month period ended March 31,
2001, to $8,055,450 for the three months ended March 31, 2002, due to the
decline in sales. As a percentage of net sales, cost of goods sold increased
from 73.6% for the three months ended March 31, 2001, to 79.3% for the three
months ended March 31, 2002. The gross profit percentage decreased to 20.7% in
the quarter ended March 31, 2002 versus 26.4% in the same period of 2001. The
gross profit percentage decrease is attributed to increases in product mix of
lower-margin products and price decreases provided to our customers. 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 8.3%
from $3,388,946 for the three months ended March 31, 2001, to $3,107,444 for the
three months ended March 31, 2002. The decrease of $281,502 in SG&A expenses is
attributable to: (i) a decrease in salaries and salary-related expense
associated with the restructure in management; (ii) an increase in sales
salaries due to the severance payments associated with our transition out of the
medical business; and (iii) an increase in marketing expense related to
expanding our foodservice product-line offerings.

     Loss from operations increased from $(100,102) for the three months ended
March 31, 2001, to $(1,009,574) for the three months ended March 31, 2002. This
loss from operations reflects the reduction in sales, the one-time rebate paid
to SYSCO, increased costs of goods sold, an increase in SG&A expenses during the
quarter and expenses related to our transition out of the medical business. For
the three months ended March 31, 2002 and 2001, earnings before interest, taxes,
depreciation and amortization ("EBITDA") were $(807,624) and $102,304,
respectively.

     Interest expense declined during the three months ended March 31, 2002, to
$55,820 compared to $203,031 in the same quarter of 2001. This 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 2002 versus the
2001 comparable quarter.

     We recorded a foreign currency exchange gain of $13,811 in the quarter
ended March 31, 2002 versus a foreign exchange loss of $36,350 in the comparable
period in 2001 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.






                                       18
<PAGE>

     Other income consists of interest income and miscellaneous income. Other
income for the quarter ended March 31, 2002 and 2001 was $35,047 and $108,055,
respectively.

     The benefit for income taxes for the three months ended March 31, 2002 was
$(219,629) and $(182,471) for the comparable 2001 period. This change in income
taxes is primarily attributable to the fluctuations 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 March 31, 2002, our net loss was $(752,979),
compared to net loss of $(42,798) in the same period of 2001. Diluted earnings
(loss) per share for the three months ended March 31, 2002 and 2001 was $(0.11)
and $(0.01), respectively.

     THE NINE MONTHS ENDED MARCH 31, 2002, COMPARED TO THE NINE MONTHS ENDED
MARCH 31, 2001:

     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 $34,495,468 and $39,034,171
for the nine months ended March 31, 2002 and 2001, respectively. This represents
a 11.6% decline in net sales for the nine-month period compared to the year
earlier period.

     The decrease in sales of $4.6 million was due, in part, to the delays in
shipment out of PT Buana, price decreases provided to customers, including the
one-time rebate in the amount of $750,000 paid to SYSCO in January 2002, and
declining revenues from our medical business. During the period, the increase in
production allocation to AHPC effectively reduced PT Buana's capacity to sell to
other customers. Actual cases of gloves sold decreased from 915,072 in the 2001
period to 894,821 in the 2002 period. This decline in case sales is due to sales
decline in our medical business.

     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 9.8% from $28,284,551 for the
nine-month period ended March 31, 2001, to $25,502,836 for nine months ended
March 31, 2002, due to the decline in sales. As a percentage of net sales, cost
of goods sold increased from 72.5% for the nine months ended March 31, 2001, to
73.9% for the nine months ended March 31, 2002. The gross profit percentage
declined to 26.1% for the nine months ended March 31, 2002 versus 27.5% in the
same period of 2000. The gross profit percentage decrease is attributed to an
unfavorable product mix offset by 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.







                                       19
<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 8.7% from
$10,677,478 for the nine months ended March 31, 2001, to $9,744,114 for the nine
months ended March 31, 2002. This decrease of $933,364 in SGA& expenses is
attributable to: (i) a decrease in salaries and salary-related expense
associated with the restructure in senior management; (ii) an increase in salary
and salary-related expenses for our medical sales force due to the severance
payments associated with our transition out of the medical business; and (iii)
an increase in marketing expense related to expanding our foodservice
product-line offerings.

     Income (loss) from operations increased from $72,142 for the nine months
ended March 31, 2001, to $(751,482) for the nine months ended March 31, 2002.
For the nine months ended March 31, 2002 and 2001, earnings before interest,
taxes, depreciation and amortization ("EBITDA") were $(306,665) and $592,978,
respectively.

     Interest expense declined during the nine months ended March 31, 2002, to
$215,040 compared to $589,835 in the comparable 2001 period. This 63.5% decrease
is attributable to debt reductions on our line of credit and debenture debt
balances, as well as lower interest rates during the 2002 period versus the 2001
comparable period.

     We recorded a foreign currency exchange loss of $50,490 for the nine months
ended March 31, 2002, versus a foreign exchange gain of $20,403 in the
comparable period in 2001, 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 nine months ended March 31, 2002 and 2001, was $71,606 and
$222,721, respectively.

     The provision for (benefit from) income taxes for the nine months ended
March 31, 2002, was $53,793, as compared to an income tax benefit of $(159,235)
for the comparable 2001 period. 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
$2.1 million is remaining from







                                       20
<PAGE>
June 30, 2001, which can be used to offset future U.S. generated taxable income
through the year 2004.

     For the nine months ended March 31, 2002, our net loss was $(904,224),
compared to a net loss of $(203,676) in the same period of 2001. The increase in
net loss is attributed to severance payments to our sales force associated with
our transition out of the medical business and an increase in marketing expense
related to expanding our product-line offerings, offset by a decrease in
salaries and salary-related expense associated with the restructure of senior
management. Diluted earnings (loss) per share for the nine months ended March
31, 2002 and 2001 was $(0.14) and $(0.03), respectively.

LIQUIDITY AND CAPITAL RESOURCES:

THREE MONTHS ENDED MARCH 31, 2002:

     Cash and cash equivalents at March 31, 2002, was $31,061, a decrease of
$92,680 from $123,741 at June 30, 2001. We experienced an increase in cash flows
during the nine months ended March 31, 2002, primarily from cash provided by
financing activities, offset by cash used in operating and investing activities.

     Our operations used cash of $885,797 during the nine months ended March 31,
2002, primarily as a result of an increase in inventory of $3,556,968 and the
one-time rebate payment to SYSCO of $750,000, offset by an increase to accounts
payable of $2,359,026, and a reduction of trade accounts receivable of $482,787.

     Net trade accounts receivable at March 31, 2002, decreased 9.8% to
$4,436,275 from $4,919,062 at June 30, 2001. Net inventories at March 31, 2002,
were $10,744,354 and increased from the level at June 30, 2001, of $7,187,386
due to increased shipments from PT Buana, new inventory purchases from
non-affiliated parties' increases in safety stock levels and initiation of the
direct-ship Novation program. The Company anticipates its inventory to decrease
over the near-term as it transitions out of the acute-care medical business, as
discussed in Note 18 to our financial statements.

     During the nine months ended March 31, 2002, we used cash in investing
activities of $509,005. We spent $367,010 for capital improvement expenditures
during the nine-month period primarily at PT Buana, our Indonesian manufacturing
plant. These expenditures included equipment purchases and upgrades to expand
our capacity to manufacture higher-margin products, including powder-free latex
gloves.

     During the nine months ended March 31, 2002, cash was provided to us from
financing activities in the amount of $1,302,122. We increased borrowings on our
line of credit facility by $1,110,327, to finance working capital needs 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






                                       21
<PAGE>
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
July 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 we have reflected the amount due from WRP Asia as long-term on our
balance sheet dated December 31, 2001. We anticipate that the entire net amount,
or a substantial portion thereof, due from WRP Asia will be repaid from the
financing. The net amount of $6,575,525 is comprised of the $7,026,216 due to PT
Buana, plus the $3,227,728 due to AHPC, less $3,678,419, which is AHPC's account
payable to WRP Asia.

     On May 11, 2001, our largest customer, SYSCO, advised us 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 had been purchased by the Medical Group at
SYSCO. While Medical Group suppliers were not being specifically reviewed at
that time, we were asked to participate. As of November 8, 2001, 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 would allow us to expand the number of products sold to SYSCO, which
may result in an increase in net sales, but could also have a negative impact on
the margins of the current products sold for the fiscal year 2002, as we agreed
to a price reduction for certain of our products sold to SYSCO. As a result of
our transition out of the acute-care medical market, net sales to SYSCO will
represent more than 80% of our total net sales.

     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 4.50%, (6.25% at
March 31, 2002). The credit 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 March 31, 2002, the
Company was not in compliance with certain of our covenants and have obtained
waivers of these covenant violations from the financial institution. This waiver
calls for a continuance of the interest rate increase of commercial paper plus
4.5%.

     The ability of WRP Asia to successfully complete its restructuring, the
payment of the net amount of $6,575,525 due the Company by WRP Asia and our
ability to adhere to the terms, conditions and covenants of its credit facility
are critical to our future success and growth. If any one of the above cannot be
satisfactorily resolved in the near term, our ability to continue as a going
concern could be at risk.







                                       22
<PAGE>
     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, was due in
November 2001 and carried an interest rate at 1.5% over the prime rate. Each
debenture was 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.

     As of March 31, 2002, we had the following contractual obligations and
commercial commitments:


<TABLE>
<CAPTION>
                                                           PAYMENTS DUE BY PERIOD
                                                           ----------------------
         CONTRACTUAL                            LESS THAN
          OBLIGATION               TOTAL          1 YEAR          1-3 YEARS          4-5 YEARS
         -----------               -----        ---------         ---------          ---------
<S>                             <C>             <C>              <C>                 <C>
Operating Leases                $2,604,643      $  589,911       $1,214,640          $ 800,092


Letters of Credit                1,153,783       1,153,783           ---                 ---

Insurance Premium Financing        125,905         125,905           ---                 ---

Short-term Borrowings            4,999,935       4,999,935           ---                 ---

Total Contractual Obligations   $8,884,266      $6,869,534       $1,214,640          $ 800,092
                                ==========      ==========       ==========          =========
</TABLE>


     Operating leases primarily represent our leases for our corporate office
and warehouse facilities. The letters of credit are issued under our credit
facility and are commercial obligations related to product purchases. Insurance
premium financing was used to finance our product liability insurance.
Short-term borrowings represent borrowings under our credit facility primarily
to finance working capital.

     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.




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<PAGE>
     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 March 31, 2002.

     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 March 31, 2002, approximated its fair value.

                                     PART II

ITEM 1-5.

No changes

ITEM 6 (B)  REPORTS ON FORM 8-K

     During the three-month period ended March 31, 2002, we filed one (1) Form
8-K. On March 13, 2002, we reported and filed that our subsidiary, American
Health Products Corp (AHPC) had entered into a Transition Services Agreement
with Maxxim Medical, Inc. (MAXXIM), whereby MAXXIM would service certain of
AHPC's medical customers.

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:   May 20, 2002                    By: /s/ Alan E. Zeffer
                                            ------------------
                                        Name:  Alan E. Zeffer
                                        Title:    Chief Financial Officer
                                        Vice President Finance/Operations






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