<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


                                    FORM 10-Q


            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended March 31, 2003

                         Commission file number 0-21003

                               TWINLAB CORPORATION

             (Exact name of registrant as specified in its charter)

           Delaware                                    11-3317986
   (State of incorporation)                 (IRS Employer Identification No.)

             150 Motor Parkway, Suite 210, Hauppauge, New York 11788
       (Address of principal executive office)               (Zip code)

                                 (631) 467-3140
              (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
                                      -----------     -----------

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                   YES              NO     X
                                      -----------     -----------



At April 30, 2003, the registrant had 29,222,106 shares of common stock
outstanding.



<PAGE>



                                TABLE OF CONTENTS

                                                                        PAGE NO.
                                                                        --------

                          PART I FINANCIAL INFORMATION

Item 1.    Financial Statements

              Consolidated Balance Sheets as of March 31, 2003 and
                December 31, 2002                                              3

              Consolidated Statements of Operations for the Three
                Months Ended March 31, 2003 and 2002                           4

              Consolidated Statements of Cash Flows for the Three
                Months Ended March 31, 2003 and 2002                           5

              Notes to Consolidated Unaudited Financial Statements             6

              Independent Accountants' Review Report                          14

Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations                             15

Item 3.    Quantitative and Qualitative Disclosures About Market Risk         21

Item 4.    Controls and Procedures                                            21

                            PART II OTHER INFORMATION

Item 1.    Legal Proceedings                                                  23

Item 2.    Changes in Securities and Use of Proceeds                          23

Item 3.    Defaults Upon Senior Securities                                    23

Item 4.    Submission of Matters to a Vote of Security Holders                23

Item 5.    Other Information                                                  23

Item 6.    Exhibits and Reports on Form 8-K                                   23


                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

                      TWINLAB CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
          (IN THOUSANDS OF DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                             MARCH 31, 2003  DECEMBER 31, 2002
                                                             --------------  -----------------
                                                              (unaudited)
<S>                                                          <C>             <C>
ASSETS
Current Assets:
  Cash and cash equivalents                                     $    --         $    --
  Accounts receivable, net                                         23,972          20,545
  Inventories (Note 5)                                             28,453          29,254
  Prepaid expenses and other current assets                         3,548           1,853
  Assets held for sale (Note 3)                                     3,183            --
  Assets of discontinued operations (Note 4)                         --             6,370
                                                                ---------       ---------
             Total current assets                                  59,156          58,022

Property, Plant and Equipment, net (Note 3)                        29,784          34,019

Other Assets (Notes 6 and 9)                                        4,423           5,136
                                                                ---------       ---------
TOTAL                                                           $  93,363       $  97,177
                                                                =========       =========

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
  Current portion of long-term debt (Note 7)                    $  30,534       $   6,565
  Accounts payable                                                 19,008          16,132
  Accrued expenses and other current liabilities (Notes 3
  and 10)                                                          18,469          21,156
                                                                ---------       ---------
             Total current liabilities                             68,011          43,853
Long-Term Debt, less current portion (Note 7)                      40,090          64,451
                                                                ---------       ---------
             Total liabilities                                    108,101         108,304
                                                                ---------       ---------

Commitments and Contingencies (Note 10)

Shareholders' Deficit:
  Preferred stock, $.01 par value; 2,000,000 shares
    authorized; none issued                                          --              --
  Common stock, $1.00 par value; 75,000,000 shares
    authorized; 33,041,756 issued and 29,222,106
    outstanding as of March 31, 2003 and 33,041,756
    issued and 29,128,356 outstanding as of December 31,
    2002                                                           33,042          33,042
  Additional paid-in capital                                      287,853         288,582
  Accumulated deficit                                            (301,363)       (297,639)
                                                                ---------       ---------
                                                                   19,532          23,985
  Treasury stock at cost; 3,819,650 shares as of March 31,
    2003 and 3,913,400 shares as of December 31, 2002             (34,270)        (35,112)
                                                                ---------       ---------
             Total shareholders' deficit                          (14,738)        (11,127)
                                                                ---------       ---------
TOTAL                                                           $  93,363       $  97,177
                                                                =========       =========
</TABLE>

                                       3
<PAGE>


                      TWINLAB CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)


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

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED MARCH 31,
                                                               ----------------------------
                                                                   2003           2002
                                                                   ----           ----
                                                                        (unaudited)

<S>                                                             <C>             <C>
Net Sales                                                       $  37,718       $  45,457
Cost of Sales                                                      23,589          28,998
                                                                ---------       ---------
Gross Profit                                                       14,129          16,459
Operating Expenses                                                 16,426          17,904
Restructuring Charges (Note 3)                                        959            --
                                                                ---------       ---------
Loss from Operations                                               (3,256)         (1,445)
                                                                ---------       ---------
Other (Expense) Income:
  Interest expense, net                                            (2,096)         (1,973)
  Other                                                               (14)             28
                                                                ---------       ---------
                                                                   (2,110)         (1,945)
                                                                ---------       ---------
Loss from Continuing Operations before Income Taxes                (5,366)         (3,390)
Benefit from Income Taxes (Note 8)                                   --            (6,911)
                                                                ---------       ---------
(Loss) Income from Continuing Operations                           (5,366)          3,521
                                                                ---------       ---------
Discontinued Operations:
  Income from discontinued operations (Note 4)                        890             216
  Gain on disposal of subsidiary (Note 4)                             752            --
                                                                ---------       ---------
                                                                    1,642             216
                                                                ---------       ---------
Net (Loss) Income                                               $  (3,724)      $   3,737
                                                                =========       =========

Basic and Diluted (Loss) Income Per Share:
  (Loss) income from continuing operations                      $   (0.19)      $    0.12
  Income from discontinued operations                                0.06            0.01
                                                                ---------       ---------
  Net (loss) income                                             $   (0.13)      $    0.13
                                                                =========       =========

  Basic and diluted weighted average shares outstanding            29,162          28,941
                                                                =========       =========
</TABLE>

                                       4
<PAGE>


                      TWINLAB CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (IN THOUSANDS OF DOLLARS)
--------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED MARCH 31,
                                                               ----------------------------
                                                                   2003            2002
                                                                   ----            ----
                                                                        (unaudited)

<S>                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                             $  (3,724)      $   3,737
  Adjustment to reconcile net (loss) income to net
     cash (used in) provided by operating activities:
     Income from discontinued operations                           (1,642)           (216)
     Depreciation and amortization                                  1,687           1,653
     Bad debt expense                                                 150             150
     Provision for excess and slow moving inventories                --             1,595
     Other                                                           (147)           --
     Changes in operating assets and liabilities:
       Accounts receivable                                         (3,577)           (305)
       Inventories                                                    801           4,794
       Refundable income taxes                                       --            (6,911)
       Prepaid expenses and other current assets                   (1,695)           (963)
       Accounts payable                                             2,876          (2,884)
       Accrued expenses and other current liabilities              (2,526)          2,930
                                                                ---------       ---------
       Net cash (used in) provided by continuing operations        (7,797)          3,580
       Net cash provided by discontinued operations                 2,969             669
                                                                ---------       ---------

       Net cash (used in) provided by operating activities         (4,828)          4,249
                                                                ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Sale of business and fixed assets                                 5,517            --
  Acquisition of property, plant and equipment                       (309)            (20)
  Decrease in other assets                                             12              10
                                                                ---------       ---------

         Net cash provided by (used in) investing activities        5,220             (10)
                                                                ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings (repayments) under Revolving Credit Facility         136          (3,494)
  Payments of debt                                                   (528)           (545)
  Payments of debt issuance costs                                    --              (200)
                                                                ---------       ---------
         Net cash used in financing activities                       (392)         (4,239)
                                                                ---------       ---------

Net change in cash and cash equivalents                              --              --
Cash and cash equivalents at beginning of period                     --              --
                                                                ---------       ---------
Cash and cash equivalents at end of period                      $    --         $    --
                                                                =========       =========

Supplemental disclosures of cash flow information:
  Cash paid during the periods for:
     Interest                                                   $     489       $     872
                                                                =========       =========
     Income taxes, net of cash refunds                          $     102       $      44
                                                                =========       =========
</TABLE>

                                       5
<PAGE>
                      TWINLAB CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
           (ALL AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
           -----------------------------------------------------------

1.       BASIS OF PRESENTATION

         In the opinion of management, the accompanying consolidated unaudited
         financial statements include all necessary adjustments (consisting of
         normal recurring accruals) and present fairly the financial position of
         Twinlab Corporation ("Twinlab") and subsidiaries (collectively, the
         "Company") as of March 31, 2003, and the results of its operations and
         its cash flows for the three months ended March 31, 2003 and 2002 in
         conformity with accounting principles generally accepted in the United
         States of America applied on a consistent basis. The results of
         operations for the three months ended March 31, 2003 are not
         necessarily indicative of the results to be expected for the full year.

         Certain information and footnote disclosures normally included in
         financial statements prepared in accordance with accounting principles
         generally accepted in the United States of America have been omitted.
         These financial statements should be read in conjunction with the
         audited consolidated financial statements and notes thereto included in
         Twinlab's Annual Report to Stockholders on Form 10-K for the fiscal
         year ended December 31, 2002, as filed with the Securities and Exchange
         Commission.

         Borrowings under the Revolving Credit Facility are due within 12
         months. In addition, the Company does not currently anticipate being in
         compliance with certain financial covenants contained in the mortgage
         agreement relating to the Utah facility. Accordingly, the Company has
         classified these borrowings as current liabilities. The uncertainty
         regarding the Company's ability to refinance these borrowings indicate
         that the Company may be unable to continue as a going concern. The
         Company's capital resources and liquidity needs are expected to be
         provided by the Company's cash flow from operations and borrowings
         under its Revolving Credit Facility. The Company's ability to meet its
         borrowing obligations, fund required capital expenditures and pursue
         its business strategy for at least the next 12 months is dependent upon
         (i) the ability to successfully amend the mortgage agreement; (ii) the
         ability to extend the term of the Revolving Credit Facility or enter
         into an alternative borrowing arrangement; (iii) the absence of any
         material judgments against the Company in connection with litigation
         matters that are not covered by insurance; and (iv) the successful
         implementation of its business plan.

         The Company is currently in negotiations to amend the mortgage
         agreement and plans to initiate negotiations to extend the term of the
         Revolving Credit Facility or to enter into an alternative borrowing
         arrangement. In addition, the Company has begun to realize cost
         savings as a result of the facilities consolidation and other
         restructuring activities and has begun to invest in marketing and
         advertising programs and reorganize the sales organization in an
         effort to increase sales. In the event that these activities are not
         sufficient to return the Company to profitability, the Company will be
         required to initiate additional cost reductions or take other
         actions to enable the Company to continue its operations. There can be
         no assurance that these activities will be successful.

2.       STOCK-BASED COMPENSATION

         The Company accounts for its stock-based employee compensation plans
         under the recognition and measurement principles of APB Opinion No. 25,
         "Accounting for Stock Issued to Employees," and related
         interpretations. No stock-based employee compensation cost is reflected
         in the net (loss) income, as all options granted under these plans had
         an exercise price equal to the market value of the underlying common
         stock on the date of the grant.

         The following table illustrates the effect on net (loss) income and
         (loss) income per share if the Company had applied the fair value
         recognition provisions of SFAS No. 123, "Accounting for Stock-Based
         Compensation," to stock-based employee compensation. The Company's
         calculations were made using the Black-Scholes option pricing model.

                                                 THREE MONTHS ENDED MARCH 31,
                                                 ----------------------------
                                                   2003            2002
                                                  -------         -------
Net (loss) income, as reported                    $(3,724)        $ 3,737
Deduct: Total stock based compensation
        expense determined under fair
        value based method for all awards,
        net of related tax effects                   (419)           (255)
                                                  -------         -------
Pro forma net (loss) income                       $(4,143)        $ 3,482
                                                  =======         =======
                                                  =======         =======
(Loss) income per share:
         Basic and diluted - as reported          $ (0.13)        $  0.13
         Basic and diluted - pro forma            $ (0.14)        $  0.12

3.       RESTRUCTURING CHARGES

         On July 24, 2002, the Company announced a comprehensive restructuring
         of its operations designed to improve the Company's financial
         performance and operating

                                       6
<PAGE>

         results. The restructuring, designed to reduce costs and better align
         the Company's operational infrastructure to its sales volume, resulted
         in the consolidation of the New York manufacturing and distribution
         facilities into the Company's modern FDA-registered facility located in
         American Fork, Utah. The Company's corporate offices and certain
         operational functions remain in New York. The consolidation of the
         facilities was substantially completed during fiscal 2002 and is
         anticipated to be completed during the second quarter of 2003.

         Significant components of the restructuring charges recorded during the
         three months ended March 31, 2003 and restructuring accrual as of March
         31, 2003 include:


                     December 31, 2002                            March 31, 2003
                      Restructuring                               Restructuring
                         Accrual        Charges      Payments        Accrual
                         -------        -------      --------        -------
Facility costs           $ 2,543        $  --        $  (787)        $ 1,756
Employee costs             3,914            864       (1,683)          3,095
Professional fees             30              4          (34)           --
Other                       --               91          (91)           --
-----------------        -------        -------      -------         -------
Total                    $ 6,487        $   959      $(2,595)        $ 4,851
                         =======        =======      =======         =======

         Facility costs represent remaining lease payments for New York leased
         properties and equipment, and holding and shutdown costs related to the
         New York manufacturing and distribution facilities. Employee costs
         primarily represent severance and related benefits associated with the
         separation of approximately 300 New York employees. The majority of the
         employees have left as of March 31, 2003 and it is anticipated that the
         balance will be leaving during the second quarter of 2003.

         The Company anticipates recording additional restructuring charges of
         approximately $200 in connection with the consolidation of the
         facilities, substantially all of which are expected to be recorded
         during the second quarter of 2003.

         Certain fixed assets relating to the New York manufacturing and
         distribution facilities totaling $3,183 have been reclassified as
         assets held for sale as of March 31, 2003. The Company anticipates
         selling these assets during fiscal 2003.

4.       DISPOSITION OF OPERATIONS

         a. HEALTH FACTORS INTERNATIONAL, INC.

         On May 22, 2002, the Company completed the sale of substantially all of
         the fixed assets of Health Factors International, Inc. ("Health
         Factors") for approximately $2,107 to Anabolic Laboratories, Inc.
         ("Anabolic"). The products manufactured by Health Factors were, in
         significant part, transferred to other Twinlab manufacturing
         facilities. Other production related to Bronson Laboratories, Inc.
         ("Bronson") was outsourced to Anabolic while the manufacture of certain
         private label products was discontinued.

                                       7
<PAGE>

b.       BRONSON LABORATORIES, INC.

         On January 17, 2003, the Company sold substantially all of the assets,
         including inventory, of Bronson to a privately held dietary supplement
         manufacturer for approximately $8,000. Bronson's results of operations
         have been classified as discontinued operations and prior periods have
         been reclassified.

         Net sales and income from discontinued operations
         related to Bronson are as follows:

                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              ------------------
                                                               2003        2002
                                                              ------      ------
      Net sales                                               $3,485      $2,730
      Income before income taxes                                 890         216
      Gain on disposal of subsidiary                             752        --
      Income from discontinued operations                      1,642         216
      Income from discontinued operations per diluted share     0.06        0.01

         The assets of discontinued operations are comprised of the following:


                                                 2003        2002
                                                 -----      ------
           Inventories                           $  --      $2,303
           Other current assets                     --         108
           Property, plant and equipment, net       --         499
           Intangible assets                        --       3,460
                                                 -----      ------
           Assets of discontinued operations     $  --      $6,370
                                                 =====      ======

5.       INVENTORIES

         Inventories, net of reserves for excess and obsolete inventory, consist
         of the following:

                                      MARCH 31, 2003       DECEMBER 31, 2002
                                      --------------       -----------------
              Raw Materials              $    7,882            $    6,226
              Work in Process                 5,710                 8,644
              Finished Goods                 14,861                14,384
                                         ----------            ----------
                         Total           $   28,453            $  29,254
                                         ==========            =========

         Reserves for excess and obsolete inventory totaled $5,371 and $5,770 as
         of March 31, 2003 and December 31, 2002, respectively.

6.       OTHER ASSETS

         The Company adopted Statement of Financial Accounting Standards
         ("SFAS") No. 142, "Goodwill and Other Intangible Assets", effective
         January 1, 2002. Intangible assets subject to amortization after the
         adoption of SFAS No. 142 are being amortized on the straight-line
         method and consist of the following:

                            MARCH 31, 2003                 DECEMBER 31, 2002
                    -----------------------------   ----------------------------
            RANGE    GROSS                           GROSS
             OF     CARRYING ACCUMULATED            CARRYING ACCUMULATED
            LIVES    AMOUNT  AMORTIZATION   NET      AMOUNT  AMORTIZATION   NET
            -----    ------  ------------  ------    -----   ------------ ------
Trademarks   3-20    $1,982     $  690     $1,292    $2,191    $  708     $1,483
Other          5        307        272         35       307       267         40
                     ------     ------     ------    ------    ------     ------
                     $2,289     $  962     $1,327    $2,498    $  975     $1,523
                     ======     ======     ======    ======    ======     ======

                                       8
<PAGE>

         Amortization expense for other intangible assets still subject to
         amortization was approximately $199 and $23 for the three months ended
         March 31, 2003 and 2002, respectively. At March 31, 2003, estimated
         future amortization expense of other intangible assets still subject to
         amortization is as follows: approximately $178 for the remaining nine
         months of 2003, and approximately $230, $217, $209, $190 and $23 for
         the years ended December 31, 2004, 2005, 2006, 2007 and 2008,
         respectively.

7.       CURRENT AND LONG-TERM DEBT

         a. REVOLVING CREDIT FACILITY

         As a result of the sale of Bronson, effective January 17, 2003, the
         Company completed an amendment to the Revolving Credit Facility, which
         among other things, revised the financial covenants relating to EBITDA
         and reduced the total facility from $50,000 to $45,000. The Company was
         in compliance with the covenants relating to the Revolving Credit
         Facility as of March 31, 2003.

         The Company's Revolving Credit Facility expires on March 29, 2004.
         Accordingly, borrowings outstanding under the Revolving Credit Facility
         as of March 31, 2003 have been classified as a current liability. The
         Company plans to initiate negotiations to extend the term of the
         Revolving Credit Facility or to enter into an alternative borrowing
         arrangement that would provide for future borrowings. There can be no
         assurance, however, that by March 29, 2004, an extension of the
         Revolving Credit Facility will be successfully negotiated or the
         Company will be able to enter into an alternative borrowing arrangement
         on terms favorable to the Company. The absence of an extension of the
         Revolving Credit Facility or alternative borrowing arrangement would
         have a material adverse effect on the financial condition of the
         Company and its ability to continue its operations. Borrowings
         outstanding under the Revolving Credit Facility as of March 31, 2003
         were approximately $24,500.

         b. MORTGAGE PAYABLE

         The Company was in default of certain financial covenants contained in
         the mortgage agreement relating to the Utah facility during fiscal 2002
         for which a waiver was obtained through April 3, 2003. The Company will
         be subject to the financial covenant tests for the quarter ended June
         30, 2003 and does not currently anticipate being in compliance.
         Accordingly, the outstanding mortgage payable totaling $5,568 has been
         classified as a current liability as of March 31, 2003. The Company has
         entered into negotiations with the lender to amend the mortgage
         agreement, however, there can be no assurance that an amendment will be
         successfully negotiated. In the event that the Company is unable to
         amend the mortgage agreement, the Company will be required to repay the
         mortgage in order to avoid a cross-default under the terms of the
         Revolving Credit Facility.

8.       INCOME TAXES

         The Company did not record a benefit from income taxes for losses
         incurred during the three months ended March 31, 2003 and 2002 (except
         as discussed below) as it is more likely than not that such benefits
         will not be realized. As a result of losses incurred, the Company has
         recorded a full valuation allowance against its net deferred tax
         assets.

         The Company recorded a benefit from income taxes of $6,911 for the
         three months ended March 31, 2002. The benefit recorded represents a
         Federal refund received by the Company as a result of the Job Creation
         and Worker Assistance Act of 2002.

                                       9
<PAGE>

9.       RELATED PARTY TRANSACTIONS

         In connection with the Revolving Credit Facility, certain current and
         former members of senior management of the Company provided a letter of
         credit amounting to $15,000 with respect to the Company's obligations
         under the Revolving Credit Facility. In consideration for providing
         this letter of credit, effective April 1, 2002, the Company agreed to
         pay an aggregate annual fee of $375 and 375,000 shares of common stock
         (to be issued from shares held in treasury), payable in quarterly
         installments for the duration of the period that the letter of credit
         remains outstanding. As of March 31, 2003, $281 has been paid and
         281,250 shares of common stock have been issued. The fair value of the
         compensation for providing the letter of credit, $1,643, has been
         recorded as deferred financing costs and is being amortized over the
         remaining term of the Revolving Credit Facility.

10.      LEGAL MATTERS

         A number of the Company's products include alkaloids from the herb
         known as "Ma Huang," also known as ephedra, which contains
         naturally-occurring ephedrine alkaloids. Products containing Ma Huang
         accounted for approximately 11% and 25% of the Company's net sales
         during the three months ended March 31, 2003 and 2002, respectively.

         Ma Huang has been the subject of extensive negative publicity in the
         United States and other countries relating to alleged harmful or
         adverse effects. This publicity has led to recent congressional
         hearings addressing the safety of Ma Huang and several state
         governments have passed legislation regulating the sale of products
         that contain Ma Huang. Recently, the Suffolk County (New York)
         legislature passed a bill that bans retail sales of ephedra products in
         Suffolk County. Other jurisdictions have proposed similar legislation.
         The current media and political attention to Ma Huang is likely to lead
         to further legislation related to the sale of products containing Ma
         Huang including the possible ban of sale of these products.

         On February 28, 2003, the U.S. Food and Drug Administration, Department
         of Health and Human Services announced a series of actions that will
         potentially regulate the manner in which products containing the
         ingredient ephedra are marketed, including a thirty-day comment period
         to create a record to support potential restrictions that could range
         from label requirements to a ban of the ingredient. By letter dated
         March 13, 2003, the Committee on Energy and Commerce of the U.S. House
         of Representatives requested certain information from the Company
         related to, among other things, the sales history of its products
         containing ephedra, any adverse health events associated with such
         products, scientific studies related to such products and information
         related to certain of the Company's non-ephedra products. The Company
         has provided a comprehensive response to the Committee.

         On or about April 15, 2003, the Company received an "Investigative
         Demand" from the Office of Attorney General of the State of Missouri.
         The Investigative Demand requests certain documentary information and
         testimony related to, among other things, the Company's sale and
         marketing of products containing ephedra. The Company is in the process
         of responding to the Investigative Demand.

         The Company has been named as a defendant in a number of pending
         lawsuits, alleging that its Ma Huang products caused injury, death
         and/or damages, as well as certain proceedings seeking class action
         certification for consumer fraud related to the sale of such products.
         The Company is vigorously defending these lawsuits. However, the
         Company is incurring, and expects to incur, significant costs
         associated with this litigation activity. These


                                       10

<PAGE>

         costs are due in part to: (i) greater costs for insurance premiums;
         (ii) significant self-insured retention limits for claims alleging
         injuries after December 31, 2000; and (iii) legal fees that are not
         covered under certain of the Company's insurance policies. In
         particular, several of the class actions, as economic injury cases, are
         not generally covered by insurance. At least one of the Ma Huang
         lawsuits involving a claim of wrongful death is not currently covered
         by insurance.

         The Company believes in the safety and efficacy of its products that
         contain Ma Huang based on the scientific evidence. Nevertheless, as a
         result of the increasing costs that are negatively impacting the
         profitability of these products, coupled with consumer demand for
         non-ephedra weight loss products, the Company decided to discontinue
         the sale of products that contain Ma Huang effective on or about March
         31, 2003. The Company expects to experience a reduction in net sales
         due to the discontinuation of its products that contain Ma Huang. Based
         upon anticipated cost savings expected to be achieved, however, the
         Company does not believe that the decision to discontinue the sale of
         products that contain Ma Huang should have a material adverse effect on
         the annual profitability of the Company. The Company is committed to
         the Diet and Energy category, specifically its Diet Fuel, Ripped Fuel
         and Metabolift brands, and has launched a line of patented and
         clinically tested ephedra-free products.

         The Company has been named as a defendant in a number of pending
         product liability lawsuits that the Company is vigorously defending. In
         reviewing its potential exposure for product liability matters, the
         Company considers, among other factors, recent and historical
         settlements and judgments, if any, the incidence and trend of recent
         and historical claims, the nature of any alleged injuries, the amount
         and availability of insurance coverage and the status of litigation
         proceedings and settlement discussions.

         Based on a current analysis prepared by management, with the assistance
         of actuarial consultants, the Company has estimated a range of
         potential liability in an amount it deems reasonable in connection with
         certain product liability matters involving ephedra. Accordingly, the
         Company has established a reserve of $4,340 for product liability
         indemnity claims that is primarily based on known claims and an
         estimate of unasserted claims involving ephedra that are probable of
         assertion and can be reasonably estimated as of the balance sheet date.
         Management expects that any payments relating to these matters will
         occur over a number of years and has not discounted the potential
         liability as of March 31, 2003 because the timing of any payments are
         not fixed or reliably determinable at the present time. This reserve
         assumes continuing insurance for ephedra related personal injury
         actions, albeit with a significant retention and limited total
         coverage.

         Because of the uncertainties related to the number of potential future
         claims, ultimate settlement amounts, dismissal of such claims or any
         adverse judgments, it is difficult to obtain precise estimates of the
         Company's ultimate liability for such claims. It is possible that the
         total exposure to product liability claims may be less than or greater
         than an amount within the Company's estimated range of potential
         liability due to changes in facts or circumstances after the date of
         each estimate. As additional experience is gained regarding the
         Company's product liability claims, possible settlement discussions,
         litigation history and insurance coverage, the Company will reassess
         its potential liability and revise the amount of its reserve as
         appropriate.

         There can be no assurance that the impact of the Company's self-insured
         retention limits in the event of multiple damage awards or settlements,
         or any award of damages in excess of the Company's insurance coverage
         limits (which limits are significantly lower than in prior periods) or
         any materially increased legal costs, will not have a material adverse
         effect on the financial condition or results of operations of the
         Company. In


                                       11
<PAGE>

         addition, one or more large punitive damage awards, which are generally
         not insurable, would have a material adverse effect on the financial
         condition and results of operations of the Company.

         Further, the Company's 2003 comprehensive general liability ("CGL")
         insurance policy for non-Ma Huang products has a significantly higher
         self-insured retention limit than in 2002 and the herbal product
         Kava-Kava is expressly excluded from coverage under the 2003 policy.
         The Company has received one Kava-Kava related wrongful death complaint
         in 2003. The Company plans to vigorously defend itself against this
         action and is investigating whether any of its CGL policies apply to
         this claim. If a CGL policy is not applicable to this claim, a finding
         of liability and damages could have a material adverse effect on the
         results of operations and financial condition of the Company. The
         Company is unable to predict the outcome of this matter or to estimate
         a range of potential loss. Accordingly, the effect, if any, that such
         action may have on the Company's financial position or results of
         operations cannot be determined at this time.

         The Company is presently engaged in various other legal actions in the
         ordinary course of business including product liability, breach of
         contract claims and employment related claims. Management is of the
         opinion that the amounts which may be awarded or assessed, if any, in
         connection with these matters, after taking into consideration the
         Company's insurance coverage, will not have a material adverse effect
         on its results of operations or financial condition.

11.      NET (LOSS) INCOME PER SHARE

         Basic net (loss) income per share was determined by using the weighted
         average number of common shares outstanding during the respective
         periods. Diluted net (loss) income per share further assumes the
         issuance of common shares for all dilutive outstanding stock options.
         Potentially dilutive stock options totaling 2,093,000 and 2,116,000 as
         of March 31, 2003 and 2002, respectively, were excluded from the
         computation of diluted net (loss) income per share because they were
         anti-dilutive.

12.      OPERATING SEGMENTS

         As previously disclosed, the Company completed the sale of
         substantially all of the assets of Bronson on January 17, 2003 and
         Bronson's results of operations have been classified as discontinued
         operations. As a result of this transaction, the Company no longer
         operates in the direct-to-consumer segment. Accordingly, the Company
         conducts its operations through one reportable segment, the retail
         segment. Products sold by the retail segment include vitamins, minerals
         and specialty supplements, sports nutrition products and diet and
         energy products primarily under the Twinlab, Ironman Triathlon, "Fuel"
         and other brand names; an extensive line of herbal supplements and
         phytonutrients under the Nature's Herbs brand name; and a full line of
         herbal teas under the Alvita brand name. In addition, the Company
         distributed vitamins, herbs, nutritional supplements and health and
         beauty aids under the Bronson brand name, through catalogs and
         specialty direct mailings to customers, including healthcare and
         nutritional professionals, and also manufactured, through Health
         Factors, private label vitamins and supplements for a number of other
         companies on a contract manufacturing basis. On May 22, 2002, the
         Company sold its Health Factors' operations and on January 17, 2003,
         the Company sold substantially all of the assets of Bronson. Bronson's
         results of operations have been classified as discontinued operations
         and prior periods have been reclassified.


                                       12
<PAGE>

         Segment information for the three months ended March 31, 2003 and 2002
         was as follows:

<TABLE>
<CAPTION>
                                                                      INTERCOMPANY
                                         RETAIL          OTHER(1)     ELIMINATION     TOTAL
------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>          <C>             <C>
THREE MONTHS ENDED MARCH 31, 2003
  Net sales to external customers       $  37,718        $   --        $   --         $  37,718
  Loss from operations                     (3,204)          (52)           --            (3,256)
  Total assets                             93,363            --            --            93,363

THREE MONTHS ENDED MARCH 31, 2002
  Net sales to external customers       $  45,457        $   --        $   --         $  45,457
  Loss from operations                     (1,393)          (52)           --            (1,445)
  Total assets (2)                        122,135            --            --           122,135
</TABLE>

[1]  The "Other" column includes corporate-related items.

[2]  Total assets exclude the assets from discontinued operations of $6,223 as
     of March 31, 2002.

13.      RECENT FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENTS

         On January 1, 2003, the Company adopted SFAS No. 143, "Accounting for
         Asset Retirement Obligations". SFAS No. 143 addresses financial
         accounting and reporting for obligations associated with the retirement
         of tangible long-lived assets and the associated asset retirement
         costs. The adoption of SFAS No. 143 did not have a significant impact
         on the Company's consolidated financial statements.

         On January 1, 2003, the Company adopted the remaining provisions of
         SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64,
         Amendment of FASB Statement No. 13, and Technical Corrections". This
         statement provides guidance on the classification of gains and losses
         from the extinguishment of debt and on the accounting for certain
         specified lease transactions. The adoption of SFAS No. 145 did not have
         a significant impact on the Company's consolidated financial
         statements.

         On January 1, 2003, the Company adopted SFAS No. 146, "Accounting for
         Costs Associated with Exit or Disposal Activities". This statement
         provides guidance on the recognition and measurement of liabilities
         associated with disposal activities. The adoption of SFAS No. 146 did
         not have a significant impact on the Company's consolidated financial
         statements.

         On January 1, 2003, the Company adopted Financial Accounting Standards
         Board ("FASB") Interpretation ("FIN") No. 45, "Guarantor's Accounting
         and Disclosure Requirements for Guarantees, including Indirect
         Guarantees of Indebtedness of Others, an Interpretation of FASB
         Statement No. 5, 57 and 107 and Rescission of FASB Interpretation No.
         34". FIN 45 clarifies the requirements of SFAS No. 5, "Accounting for
         Contingencies", relating to a guarantor's accounting for, and
         disclosure of, the issuance of certain types of guarantees.
         Specifically, FIN 45 requires that a guarantor recognize, at the
         inception of a guarantee, a liability for the fair value of the
         obligation undertaken in issuing the guarantee. The adoption of FIN 45
         did not have a significant impact on the Company's consolidated
         financial statements.

                                       13
<PAGE>


INDEPENDENT ACCOUNTANTS' REVIEW REPORT

To the Board of Directors and Shareholders of Twinlab Corporation
Hauppauge, New York

We have reviewed the accompanying consolidated balance sheet of Twinlab
Corporation and subsidiaries (the "Company") as of March 31, 2003, and the
related consolidated statements of operations and cash flows for the three-month
periods ended March 31, 2003 and 2002. These consolidated financial statements
are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to such consolidated financial statements for them to be in conformity
with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of the
Company as of December 31, 2002, and the related consolidated statements of
operations, shareholders' deficit, and cash flows for the year then ended (not
presented herein); and in our report dated March 1, 2003, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of December 31, 2002 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.

As indicated in Note 1 to the consolidated unaudited financial statements,
certain conditions indicate that the Company may be unable to continue as a
going concern. The accompanying interim financial information does not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Deloitte & Touche LLP


Jericho, New York
May 14, 2003



                                       14
<PAGE>


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

GENERAL
-------

The following discussion and analysis should be read in conjunction with the
response to Part I, Item 1 of this report. As previously disclosed, the Company
completed the sale of substantially all of the assets of Bronson on January 17,
2003 and Bronson's results of operations have been classified as discontinued
operations. As a result of this transaction, the Company no longer operates in
the direct-to-consumer segment. Accordingly, the Company conducts its operations
through one reportable segment, the retail segment. Products sold by the retail
segment include vitamins, minerals and specialty supplements, sports nutrition
products and diet and energy products primarily under the Twinlab, Ironman
Triathlon, "Fuel" and other brand names; an extensive line of herbal supplements
and phytonutrients under the Nature's Herbs brand name; and a full line of
herbal teas under the Alvita brand name. In addition, the Company distributed
vitamins, herbs, nutritional supplements and health and beauty aids under the
Bronson brand name, through catalogs and specialty direct mailings to customers,
including healthcare and nutritional professionals, and also manufactured,
through Health Factors, private label vitamins and supplements for a number of
other companies on a contract manufacturing basis. On May 22, 2002, the Company
sold its Health Factors' operations and on January 17, 2003, the Company sold
substantially all of the assets of Bronson. Bronson's results of operations have
been classified as discontinued operations and prior periods have been
reclassified.

RESULTS OF OPERATIONS
---------------------

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002
-------------------------------------------------------------------------------

NET SALES: Net sales for the three months ended March 31, 2003 were $37.7
million, a decrease of $7.8 million, or 17.0%, as compared to net sales of $45.5
million for the three months ended March 31, 2002. The decrease in net sales was
primarily attributable to a reduction in sales of ephedra products, the sale of
Health Factors and the effect of product rationalizations initiated during
fiscal 2002.

A number of the Company's products include alkaloids from the herb known as "Ma
Huang," also known as ephedra, which contains naturally-occurring ephedrine
alkaloids. Products containing Ma Huang accounted for approximately 11% and 25%
of the Company's net sales during the three months ended March 31, 2003 and
2002, respectively.

Ma Huang has been the subject of extensive negative publicity in the United
States and other countries relating to alleged harmful or adverse effects. This
publicity has led to recent congressional hearings addressing the safety of Ma
Huang and several state governments have passed legislation regulating the sale
of products that contain Ma Huang. Recently, the Suffolk County (New York)
legislature passed a bill that bans retail sales of ephedra products in Suffolk
County. Other jurisdictions have proposed similar legislation. The current media
and political attention to Ma Huang is likely to lead to further legislation
related to the sale of products containing Ma Huang including the possible ban
of sale of these products.

On February 28, 2003, the U.S. Food and Drug Administration, Department of
Health and Human Services announced a series of actions that will potentially
regulate the manner in which products containing the ingredient ephedra are
marketed, including a thirty-day comment period to create a record to support
potential restrictions that could range from label requirements to a ban of the
ingredient. By letter dated March 13, 2003, the Committee on Energy and Commerce
of the U.S. House of Representatives requested certain information from the


                                       15
<PAGE>

Company related to, among other things, the sales history of its products
containing ephedra, any adverse health events associated with such products,
scientific studies related to such products and information related to certain
of the Company's non-ephedra products. The Company has provided a comprehensive
response to the Committee.

On or about April 15, 2003, the Company received an "Investigative Demand" from
the Office of Attorney General of the State of Missouri. The Investigative
Demand requests certain documentary information and testimony related to, among
other things, the Company's sale and marketing of products containing ephedra.
The Company is in the process of responding to the Investigative Demand.

The Company has been named as a defendant in a number of pending lawsuits,
alleging that its Ma Huang products caused injury, death and/or damages, as well
as certain proceedings seeking class action certification for consumer fraud
related to the sale of such products. The Company is vigorously defending these
lawsuits. However, the Company is incurring, and expects to incur, significant
costs associated with this litigation activity. These costs are due in part to:
(i) greater costs for insurance premiums; (ii) significant self-insured
retention limits for claims alleging injuries after December 31, 2000; and (iii)
legal fees that are not covered under certain of the Company's insurance
policies. In particular, several of the class actions, as economic injury cases,
are not generally covered by insurance. At least one of the Ma Huang lawsuits
involving a claim of wrongful death is not currently covered by insurance.

The Company believes in the safety and efficacy of its products that contain Ma
Huang based on the scientific evidence. Nevertheless, as a result of the
increasing costs that are negatively impacting the profitability of these
products, coupled with consumer demand for non-ephedra weight loss products, the
Company decided to discontinue the sale of products that contain Ma Huang
effective on or about March 31, 2003. The Company expects to experience a
reduction in net sales due to the discontinuation of its products that contain
Ma Huang. Based upon anticipated cost savings expected to be achieved, however,
the Company does not believe that the decision to discontinue the sale of
products that contain Ma Huang should have a material adverse effect on the
annual profitability of the Company. The Company is committed to the Diet and
Energy category, specifically its Diet Fuel, Ripped Fuel and Metabolift brands,
and has launched a line of patented and clinically tested ephedra-free products.

GROSS PROFIT: Gross profit for the three months ended March 31, 2003 was $14.1
million, which represented a decrease of $2.4 million, or 14.2%, as compared to
$16.5 million for the three months ended March 31, 2002. Gross profit margin was
37.5% for the three months ended March 31, 2003 as compared to 36.2% for the
three months ended March 31, 2002. The overall decrease in gross profit dollars
was primarily attributable to the Company's lower sales volume. The increase in
the gross profit margin was primarily attributable to a reduction in overhead
costs associated with cost reduction initiatives.

OPERATING EXPENSES: Operating expenses were $16.4 million for the three months
ended March 31, 2003, representing a decrease of $1.5 million, or 8.3%, as
compared to $17.9 million for the three months ended March 31, 2002. As a
percent of net sales, operating expenses increased from 39.4% for the three
months ended March 31, 2002 to 43.5% for the three months ended March 31, 2003.
The decrease in operating expenses was primarily attributable to a reduction in
personnel related costs ($1.2 million) and the elimination of costs related to
Health Factors and business rationalizations ($1.6 million) partially offset by
an increase in advertising and marketing expenditures ($1.0 million).

RESTRUCTURING CHARGES: On July 24, 2002, the Company announced a comprehensive
restructuring of its operations designed to further improve the Company's
financial


                                       16
<PAGE>

performance and operating results. The restructuring, designed to reduce costs
and better align the Company's operational infrastructure to its sales volume,
resulted in the consolidation of the New York manufacturing and distribution
facilities into the Company's modern FDA-registered facility located in American
Fork, Utah. The Company's corporate offices and certain operational functions
remain in New York. The consolidation of the facilities was substantially
completed during fiscal 2002 and is anticipated to be completed during the
second quarter of 2003.

Restructuring charges recorded during the three months ended March 31, 2003
totaled $1.0 million and primarily represented employee costs. Employee costs
primarily represent severance and related benefits.

The Company anticipates recording additional restructuring charges of
approximately $0.2 million in connection with this consolidation, substantially
all of which are expected to be recorded during the second quarter of 2003.

LOSS FROM OPERATIONS: The Company recorded a loss from operations of $(3.3)
million for the three months ended March 31, 2003, as compared to $(1.4) million
for the three months ended March 31, 2002.

OTHER (EXPENSE) INCOME: Other (expense) income was a net expense of $2.1 million
for the three months ended March 31, 2003, as compared to $1.9 million for the
three months ended March 31, 2002. The net increase of $0.2 million was
attributable to an increase in interest expense as a result of additional
amortization of deferred financing costs.

INCOME TAXES: The Company did not record a benefit from income taxes for losses
incurred during the three months ended March 31, 2003 and 2002 (except as
discussed below) as it is more likely than not that such benefits will not be
realized. As a result of losses incurred, the Company has recorded a full
valuation allowance against its net deferred tax assets.

The Company recorded a benefit from income taxes of $6,911 for the three months
ended March 31, 2002. The benefit recorded represents a Federal refund received
by the Company as a result of the Job Creation and Worker Assistance Act of
2002.

DISCONTINUED OPERATIONS: On January 17, 2003, the Company sold substantially all
of the assets, including inventory, of Bronson to a privately held dietary
supplement manufacturer for approximately $8.0 million. Bronson's results of
operations have been classified as discontinued operations and prior periods
have been reclassified. Net sales for Bronson were $3.5 million and $2.7 million
and income from operations was $0.9 million and $0.2 million for the three
months ended March 31, 2003 and 2002, respectively. The gain on the sale of the
assets (excluding inventory) was approximately $0.8 million.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

For the three months ended March 31, 2003, cash used in operating activities was
$(4.8) million as compared to cash provided by operating activities of $4.2
million for the three months ended March 31, 2002. Cash used in operating
activities for the three months ended March 31, 2003 was primarily attributable
to an increase in accounts receivable and prepaid expenses and the payment of
restructuring costs. Cash provided by operating activities for the three months
ended March 31, 2002 was primarily attributable to a reduction in inventories.

Net cash provided from investing activities was $5.2 million for the three
months ended March 31, 2003 as compared to net cash used in investing activities
of $(0.2) million for the three months ended March 31, 2002. The Company
received proceeds of $5 million from the sale of




                                       17
<PAGE>

the assets of Bronson (excluding inventory) and $0.5 million from the sale of
certain fixed assets during the three months ended March 31, 2003. Capital
expenditures were $0.3 million and $20,000 for the three months ended March 31,
2003 and 2002, respectively. Capital expenditures are expected to be
approximately $2.0 million during fiscal 2003.

Certain fixed assets relating to the New York manufacturing and distribution
facilities totaling $3.2 million have been reclassified as assets held for sale
as of March 31, 2003. The Company anticipates selling these assets during fiscal
2003.

Net cash used in financing activities was $0.4 million and $4.2 million for the
three months ended March 31, 2003 and 2002, respectively, and represented the
net repayment of outstanding debt and the payment of debt issuance costs.

As a result of the sale of Bronson, effective January 17, 2003, the Company
completed an amendment to the Revolving Credit Facility, which among other
things, revised the financial covenants relating to EBITDA and reduced the total
facility from $50 million to $45 million.

The Company's Revolving Credit Facility expires on March 29, 2004. Accordingly,
borrowings outstanding under the Revolving Credit Facility as of March 31, 2003
have been classified as a current liability. The Company plans to initiate
negotiations to extend the term of the Revolving Credit Facility or to enter
into an alternative borrowing arrangement that would provide for future
borrowings. There can be no assurance, however, that by March 29, 2004, an
extension of the Revolving Credit Facility will be successfully negotiated or
the Company will be able to enter into an alternative borrowing arrangement on
terms favorable to the Company. The absence of an extension of the Revolving
Credit Facility or alternative borrowing arrangement would have a material
adverse effect on the financial condition of the Company and its ability to
continue its operations. Borrowings outstanding under the Revolving Credit
Facility as of April 30, 2003 were approximately $24.5 million. As of April 30,
2003, approximately $8 million of borrowings were available under the Revolving
Credit Facility.

The Company was in compliance with the covenants relating to the Revolving
Credit Facility and the senior subordinated notes as of March 31, 2003.

The Company was in default of certain financial covenants contained in the
mortgage agreement relating to the Utah facility during fiscal 2002 for which a
waiver was obtained through April 3, 2003. The Company will be subject to the
financial covenant tests for the quarter ended June 30, 2003 and does not
currently anticipate being in compliance. Accordingly, the outstanding mortgage
payable totaling $5.6 million has been classified as a current liability as of
March 31, 2003. The Company has entered into negotiations with the lender to
amend the mortgage agreement, however, there can be no assurance that an
amendment will be successfully negotiated. In the event that the Company is
unable to amend the mortgage agreement, the Company will be required to repay
the mortgage in order to avoid a cross-default under the terms of the Revolving
Credit Facility.

In connection with the Revolving Credit Facility, certain current and former
members of senior management of the Company provided a letter of credit
amounting to $15 million with respect to the Company's obligations under the
Revolving Credit Facility. In consideration for providing this letter of credit,
effective April 1, 2002, the Company agreed to pay an aggregate annual fee of
$0.4 million and 375,000 shares of common stock (to be issued from shares held
in treasury), payable in quarterly installments for the duration of the period
that the letter of credit remains outstanding. As of March 31, 2003, $0.3
million has been paid and 281,250 shares of common stock have been issued. The
fair value of the compensation for providing the letter of credit, $1.6 million,
has been recorded as deferred financing costs and is being amortized over the
remaining term of the Revolving Credit Facility.


                                       18
<PAGE>

The Company has been named as a defendant in a number of pending product
liability lawsuits that the Company is vigorously defending. In reviewing its
potential exposure for product liability matters, the Company considers, among
other factors, recent and historical settlements and judgments, if any, the
incidence and trend of recent and historical claims, the nature of any alleged
injuries, the amount and availability of insurance coverage and the status of
litigation proceedings and settlement discussions.

Based on a current analysis prepared by management, with the assistance of
actuarial consultants, the Company has estimated a range of potential liability
in an amount it deems reasonable in connection with certain product liability
matters involving ephedra. Accordingly, the Company has established a reserve of
$4.3 million for product liability indemnity claims that is primarily based on
known claims and an estimate of unasserted claims involving ephedra that are
probable of assertion and can be reasonably estimated as of the balance sheet
date. Management expects that any payments relating to these matters will occur
over a number of years and has not discounted the potential liability as of
March 31, 2003 because the timing of any payments are not fixed or reliably
determinable at the present time. This reserve assumes continuing insurance for
ephedra related personal injury actions, albeit with a significant retention and
limited total coverage.

Because of the uncertainties related to the number of potential future claims,
ultimate settlement amounts, dismissal of such claims or any adverse judgments,
it is difficult to obtain precise estimates of the Company's ultimate liability
for such claims. It is possible that the total exposure to product liability
claims may be less than or greater than an amount within the Company's estimated
range of potential liability due to changes in facts or circumstances after the
date of each estimate. As additional experience is gained regarding the
Company's product liability claims, possible settlement discussions, litigation
history and insurance coverage, the Company will reassess its potential
liability and revise the amount of its reserve as appropriate.

There can be no assurance that the impact of the Company's self-insured
retention limits in the event of multiple damage awards or settlements, or any
award of damages in excess of the Company's insurance coverage limits (which
limits are significantly lower than in prior periods) or any materially
increased legal costs, will not have a material adverse effect on the financial
condition or results of operations of the Company. In addition, one or more
large punitive damage awards, which are generally not insurable, would have a
material adverse effect on the financial condition and results of operations of
the Company.

Further, the Company's 2003 comprehensive general liability ("CGL") insurance
policy for non-Ma Huang products has a significantly higher self-insured
retention limit than in 2002 and the herbal product Kava-Kava is expressly
excluded from coverage under the 2003 policy. The Company has received one
Kava-Kava related wrongful death complaint in 2003. The Company plans to
vigorously defend itself against this action and is investigating whether any of
its CGL policies apply to this claim. If a CGL policy is not applicable to this
claim, a finding of liability and damages could have a material adverse effect
on the results of operation and financial condition of the Company. The Company
is unable to predict the outcome of this matter or to estimate a range of
potential loss. Accordingly, the effect, if any, that such action may have on
the Company's financial position or results of operations cannot be determined
at this time.

Twinlab has no operations of its own, and accordingly, has no independent means
of generating revenue. As a holding company, Twinlab's internal sources of funds
to meet its cash needs, including payment of expenses, are dividends and other
permitted payments from its direct and indirect subsidiaries. The indenture
relating to the Company's senior subordinated notes and the Revolving Credit
Facility impose upon the Company certain financial and operating covenants,
including, among others, requirements that the Company satisfy certain financial


                                       19
<PAGE>

tests, limitations on capital expenditures and restrictions on the ability of
the Company to incur debt, pay dividends or take certain other corporate
actions.

Borrowings under the Revolving Credit Facility are due within 12 months. In
addition, the Company does not currently anticipate being in compliance with
certain financial covenants contained in the mortgage agreement relating to
the Utah facility. Accordingly, the Company has classified these borrowings as
current liabilities. The uncertainty regarding the Company's ability to
refinance these borrowings indicate that the Company may be unable to continue
as a going concern. The Company's capital resources and liquidity needs are
expected to be provided by the Company's cash flow from operations and
borrowings under its Revolving Credit Facility. The Company's ability to meet
its borrowing obligations, fund required capital expenditures and pursue its
business strategy for at least the next 12 months is dependent upon (i) the
ability to successfully amend the mortgage agreement; (ii) the ability to
extend the term of the Revolving Credit Facility or enter into an alternative
borrowing arrangement; (iii) the absence of any material judgments against the
Company in connection with litigation matters that are not covered by
insurance; and (iv) the successful implementation of its business plan.

The Company is currently in negotiations to amend the mortgage agreement and
plans to initiate negotiations to extend the term of the Revolving Credit
Facility or to enter into an alternative borrowing arrangement. In addition, the
Company has begun to realize cost savings as a result of the facilities
consolidation and other restructuring activities and has begun to invest in
marketing and advertising programs and reorganize the sales organization in an
effort to increase sales. In the event that these activities are not sufficient
to return the Company to profitability, the Company will be required to initiate
additional cost reductions or take other actions to enable the Company to
continue its operations. There can be no assurance that these activities will be
successful.


RECENT FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENTS
------------------------------------------------------

On January 1, 2003, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations". SFAS
No. 143 addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated asset
retirement costs. The adoption of SFAS No. 143 did not have a significant impact
on the Company's consolidated financial statements.

On January 1, 2003, the Company adopted the remaining provisions of SFAS No.
145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections". This statement provides guidance
on the classification of gains and losses from the extinguishment of debt and on
the accounting for certain specified lease transactions. The adoption of SFAS
No. 145 did not have a significant impact on the Company's consolidated
financial statements.

On January 1, 2003, the Company adopted SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". This statement provides guidance
on the recognition and measurement of liabilities associated with disposal
activities. The adoption of SFAS No. 146 did not have a significant impact on
the Company's consolidated financial statements.

On January 1, 2003, the Company adopted Financial Accounting Standards Board
("FASB") Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, including Indirect Guarantees of Indebtedness of
Others, an Interpretation of FASB Statement No. 5, 57 and 107 and Rescission of
FASB Interpretation No. 34". FIN 45 clarifies the requirements of SFAS No. 5,
"Accounting for Contingencies", relating to a guarantor's accounting for, and
disclosure of, the issuance of certain types of guarantees. Specifically, FIN 45
requires that a guarantor recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The adoption of FIN 45 did not have a significant impact on the
Company's consolidated financial statements.




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<PAGE>

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
----------------------------------------------

Information contained or incorporated by reference in this periodic report on
Form 10-Q may contain "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements can
be identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should" or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy. Forward-looking statements involve substantial risks and uncertainties
and represent the Company's expectations or beliefs, including, but not limited
to, statements concerning industry performance, the Company's operations,
performance, financial condition, growth and acquisition strategies, margins and
growth in sales of the Company's products. Such forwardlooking statements by
their nature involve known and unknown risks, uncertainties and contingencies,
many of which are beyond the Company's control, which may cause actual results,
performance or achievements to differ materially from those projected or implied
in such forward-looking statements. As a result, no assurance can be given that
the future results covered by such forward-looking statements will be achieved.
Factors that might cause actual results, performance or achievements to differ
materially from those projected or implied in such forward-looking statements
include, among other things: (i) the impact of competitive products; (ii)
changes in law and regulations; (iii) adequacy and availability of insurance
coverage; (iv) limitations on future financing; (v) increases in the cost of
borrowings and unavailability of debt or equity capital; (vi) the effect of
adverse publicity regarding nutritional supplements; (vii) uncertainties
relating to acquisitions; (viii) the inability of the Company to gain and/or
hold market share; (ix) exposure to and expense of resolving and defending
product liability claims and other litigation; (x) consumer acceptance of the
Company's products; (xi) managing and maintaining growth; (xii) customer
demands; (xiii) the inability to achieve cost savings and operational
efficiencies as a result of the consolidation of the manufacturing and
distribution facilities; (xiv) dependence on individual products; (xv)
dependence on individual customers, (xvi) market and industry conditions
including pricing, demand for products, levels of trade inventories and raw
materials availability, (xvii) the success of product development and new
product introductions into the marketplace including the Company's line of
ephedra-free products; (xviii) lack of available product liability insurance for
ephedra-containing products; (xix) slow or negative growth in the nutritional
supplement industry; (xx) the departure of key members of management; (xxi) the
absence of clinical trials for many of the Company's products; (xxii) the
ability of the Company to efficiently manufacture its products; as well as other
risks and uncertainties that are described from time to time in the Company's
filings with the Securities and Exchange Commission. For the purpose of this
periodic report on Form 10-Q, any statements contained herein that are not
statements of historical fact may be deemed to be forward-looking statements.
The Company accepts no obligation to update any forward-looking statements and
does not intend to do so.

ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk and exposure from December
31, 2002, a description of which may be found in the Annual Report on Form 10-K.

ITEM 4:  CONTROLS AND PROCEDURES

(a)  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         The Company maintains disclosure controls and procedures that are
         designed to ensure that information required to be disclosed in the
         Company's Exchange Act reports is recorded, processed, summarized and
         reported within the time periods specified in the


                                       21
<PAGE>

         SEC's rules and forms, and that such information is accumulated and
         communicated to the Company's management, including its Chief Executive
         Officer and Chief Financial Officer, as appropriate, to allow timely
         decisions regarding required disclosure.

         Within the 90 days prior to the date of this report, the Company
         carried out an evaluation, under the supervision and with the
         participation of the Company's management, including the Company's
         Chief Executive Officer and Chief Financial Officer, of the
         effectiveness of the design and operation of the Company's disclosure
         controls and procedures pursuant to Exchange Act Rule 13a-14. Based
         upon that evaluation, the Chief Executive Officer and Chief Financial
         Officer concluded that the Company's disclosure controls and procedures
         are effective in timely alerting them to material information relating
         to the Company (including its consolidated subsidiaries) required to be
         included in the Company's periodic SEC filings.

         Management, including the Chief Executive Officer and the Chief
         Financial Officer, does not expect that the Company's disclosure
         controls and procedures or the Company's internal controls will prevent
         all error and all fraud. A control system, no matter how well conceived
         and operated, provides reasonable assurance that the objectives of the
         control system are met. The design of a control system reflects
         resource constraints; the benefits of controls must be considered
         relative to their costs. Because there are inherent limitations in all
         control systems, no evaluation of controls can provide absolute
         assurance that all control issues and instances of fraud, if any,
         within the Company have been or will be detected. These inherent
         limitations include the realities that judgments in decision-making can
         be faulty and that breakdowns occur because of simple error or mistake.
         Controls can be circumvented by the individual acts of some persons, by
         collusion of two or more people, or by management override of the
         control. The design of any system of controls is based in part upon
         certain assumptions about the likelihood of future events. There can be
         no assurance that any design will succeed in achieving its stated goals
         under all future conditions; over time, controls may become inadequate
         because of changes in conditions or deterioration in the degree of
         compliance with the policies or procedures. Because of the inherent
         limitations in a cost-effective control system, misstatements due to
         error or fraud may occur and not be detected.

(b)      CHANGES IN INTERNAL CONTROLS

         There were no significant changes in the Company's internal controls or
         in other factors that could significantly affect these controls
         subsequent to the date the Company completed its evaluation.


                                       22
<PAGE>


                                     PART II
                                OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS
     None.

ITEM 2:  CHANGES IN SECURITIES AND USE OF PROCEEDS

(c)  ISSUANCE OF SECURITIES

         On February 28, 2003, the Company issued 18,750 shares of common stock
         (from shares held in treasury) to each of Brian Blechman, Dean
         Blechman, Neil Blechman, Ross Blechman and Steve Blechman in
         consideration for providing an aggregate letter of credit amounting to
         $15.0 million with respect to the Company's obligations under its
         Revolving Credit Facility. Such common stock was issued in a
         transaction that was exempt from registration under Section 4 (2) of
         the Securities Act.

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES
     None.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     None.

ITEM 5:  OTHER INFORMATION
     None.

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS:

     15.1     Letter re: Unaudited interim financial information

     99.1     Certification of Chief Executive Officer pursuant to 18 U.S.C
              Section 1350, as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002

     99.2     Certification of Chief Financial Officer pursuant to 18 U.S.C
              Section 1350, as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002

(b)  REPORTS ON FORM 8-K:

         There were no reports on Form 8-K filed during the quarter ended March
         31, 2003.



                                       23
<PAGE>


                                   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.




                       TWINLAB CORPORATION



                           By:   /s/ Ross Blechman
                                 -----------------
                                 Ross Blechman
                                 Chairman, President and Chief Executive Officer




                           By:   /s/ Joseph Sinicropi
                                 --------------------
                                 Joseph Sinicropi
                                 Chief Financial Officer



DATED:  May 15, 2003
        ------------







                                       24
<PAGE>

                                 CERTIFICATIONS

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Ross Blechman certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Twinlab Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Dated: May 15, 2003                         /s/ Ross Blechman
                                            -------------------
                                                Ross Blechman
                                                Chief Executive Officer



                                       25
<PAGE>

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Joseph Sinicropi certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Twinlab Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Dated: May 15, 2003                         /s/ Joseph Sinicropi
                                            ----------------------------
                                                Joseph Sinicropi
                                                Chief Financial Officer



                                       26