##### Table of Contents



Form 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



|           |   |  |                                                                                          
|---------- | - |  | -----------------------------------------------------------------------------------------
|(Mark One)
|          
|           | x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 
|          
|           |   |  | For the quarterly period ended
April 5, 2003                                             
|          
|           |   |  | OR                                                                                       
|          
|           | o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|          
|           |   |  | For the transition period from __________ to
__________                                  

Commission File Number  0-12800

CUISINE SOLUTIONS, INC.(Exact name of registrant as specified in its charter)

|                                                                         |  |                                                 
|------------------------------------------------------------------------ |  | ------------------------------------------------
|DELAWARE

(State or other jurisdiction of incorporation or organization) |  | 52-0948383

(IRS Employer Identification Number)

85 S Bragg Street, Suite 600, Alexandria, VA 22312

---

(Address of principal executive offices) (Zip Code)


(Registrants telephone number, including area code)  (703) 270-2900

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 the number of shares outstanding of each of the issuers classes of
common stock as of May 16, 2003.

|                                             |  |                                  
|-------------------------------------------- |  | ---------------------------------
|Common Stock 0.01 par value

Class A
Class B |  | Number of Shares

15,824,788
None





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TABLE OF CONTENTS



|                              |                                                                                               |                                                            |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------- |  |  |  |  |  | 
|PART I: FINANCIAL INFORMATION
|                              | Item 1. Financial Statements                                                                 
|                              |                                                                                               | CONSOLIDATED BALANCE SHEETS                               
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS                     
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
|                              |                                                                                               | NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS      
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              | GROSS MARGINS                                                                                
|                              | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                              | Item 4. Controls and Procedures                                                              
|PART II: OTHER INFORMATION   
|                              | Item 1. Legal Proceedings.                                                                   
|                              | Item 5. Other Events                                                                         
|                              | Item 7. Financial Statements and Exhibits                                                    
|SIGNATURES                   
|Exhibit 99.1                 
|Exhibit 99.2                 



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##### Table of Contents



CUISINE SOLUTIONS, INC.




PART I:  FINANCIAL INFORMATION




Item 1.  Financial Statements

The accompanying unaudited consolidated financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the Company, all adjustments necessary
for the fair presentation of the Companys results of operations, financial
position and changes therein for the periods presented have been included.

2



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CUISINE SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

|                                                                                             |                                                                                                                                                        |                                            |                      |                            |            |            |             |            |            |            |            | 
|-------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | -------------------- | -------------------------- | ---------- | ---------- | ----------- | ---------- | ---------- | ---------- | ---------- | 
|                                                                                             |                                                                                                                                                        |                                            |                      |                            |            |           
|                                                                                             |                                                                                                                                                        |                                            |                      |                            |            | April 5,   |             | June 29,  
|                                                                                             |                                                                                                                                                        |                                            |                      |                            |            | 2003       |             | 2002      
|                                                                                             |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|ASSETS                                                                                       |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|Current Assets                                                                               |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|                                                                                             |                                                                                                                                                        | Cash and cash equivalents                  |                      | $                          | 941,000    |            |             | $          | 1,958,000  |           
|                                                                                             |                                                                                                                                                        | Accounts receivable, trade                 |                      |                            | 3,077,000  |            |             |            | 3,272,000  |           
|                                                                                             | Inventory                                                                                                                                              |                                            |                      | 4,558,000                  |            |            |             | 4,419,000  |           
|                                                                                             | Prepaid expenses                                                                                                                                       |                                            |                      | 290,000                    |            |            |             | 291,000    |           
|                                                                                             | Current portion of notes receivable, related party                                                                                                     |                                            |                      | 4,000                      |            |            |             | 5,000      |           
|                                                                                             | Other current assets                                                                                                                                   |                                            |                      | 512,000                    |            |            |             | 477,000    |           
|                                                                                             |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|                                                                                             |                                                                                                                                                        |                                            | TOTAL CURRENT ASSETS |                            |            | 9,382,000  |             |            |            | 10,422,000 |           
|Investments, noncurrent                                                                      |                                                                                                                                                        |                                            | 1,721,000            |                            |            |            | 2,608,000   |           
|Fixed assets, net                                                                            |                                                                                                                                                        |                                            | 5,208,000            |                            |            |            | 5,121,000   |           
|Note receivable, officer and related party,
including accrued interest, less current portion |                                                                                                                                                        |                                            |                     |                            |            |            | 38,000      |           
|Other assets                                                                                 |                                                                                                                                                        |                                            | 25,000               |                            |            |            | 8,000       |           
|                                                                                             |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|                                                                                             |                                                                                                                                                        |                                            | TOTAL ASSETS         |                            | $          | 16,336,000 |             |            | $          | 18,197,000 |           
|                                                                                             |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|LIABILITIES AND STOCKHOLDERS EQUITY                                                         |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|Current liabilities                                                                          |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|                                                                                             |                                                                                                                                                        | Current portion of long-term debt          |                      |                            | 1,707,000  |            |             |            | 1,585,000  |           
|                                                                                             |                                                                                                                                                        | Accounts payable and accrued expenses      |                      |                            | 3,715,000  |            |             |            | 2,811,000  |           
|                                                                                             |                                                                                                                                                        | Accrued payroll and related liabilities    |                      |                            | 1,268,000  |            |             |            | 1,306,000  |           
|                                                                                             |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|                                                                                             |                                                                                                                                                        |                                            |                      | Total current liabilities  |            |            | 6,690,000   |            |            |            | 5,702,000  | 
|Long-term debt, less current portion                                                         |                                                                                                                                                        |                                            | 1,381,000            |                            |            |            | 1,339,000   |           
|                                                                                             |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|                                                                                             |                                                                                                                                                        |                                            |                      | TOTAL LIABILITIES          |            |            | 8,071,000   |            |            |            | 7,041,000  | 
|                                                                                             |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|Stockholders equity                                                                         |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|                                                                                             | Common stock  $.01 par value, 20,000,000 shares authorized,
15,824,788 shares issued and outstanding
at April 5, 2003 and June 29, 2002, respectively |                                            |                      | 159,000                    |            |            |             | 159,000    |           
|                                                                                             | Class B Stock  $.01 par value, 175,000 shares authorized,
none issued                                                                                 |                                            |                      |                           |            |            |             |           |           
|                                                                                             | Additional paid-in capital                                                                                                                             |                                            |                      | 26,284,000                 |            |            |             | 26,284,000 |           
|Accumulated deficit                                                                          |                                                                                                                                                        |                                            | (18,492,000          | )                          |            |            | (15,394,000 | )         
|Accumulated Other Comprehensive Income                                                       |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|                                                                                             | Unrealized gain on debt and equity investments                                                                                                         |                                            |                      | 41,000                     |            |            |             | 10,000     |           
|                                                                                             | Cumulative translation adjustment                                                                                                                      |                                            |                      | 273,000                    |            |            |             | 97,000     |           
|                                                                                             | Treasury stock, at cost (0 shares at April 5, 2003
and 0 shares at June 29, 2002 respectively)                                                         |                                            |                      |                           |            |            |             |           |           
|                                                                                             |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|                                                                                             |                                                                                                                                                        |                                            |                      | TOTAL STOCKHOLDERS EQUITY |            |            | 8,265,000   |            |            |            | 11,156,000 | 
|                                                                                             |                                                                                                                                                        |                                            |                      |                            |            |            |             |           
|                                                                                             |                                                                                                                                                        | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |                      | $                          | 16,336,000 |            |             | $          | 18,197,000 |           
|                                                                                             |                                                                                                                                                        |                                            |                      |                            |            |            |             |           

See accompanying notes to consolidated financial statements.

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CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

|                                                        |                                          |                                     |            |                     |         |                   |            |            |          |          |            |            |          |   |            |            |          |  
|------------------------------------------------------- | ---------------------------------------- | ----------------------------------- | ---------- | ------------------- | ------- | ----------------- | ---------- | ---------- | -------- | -------- | ---------- | ---------- | -------- | - | ---------- | ---------- | -------- | -
|                                                        |                                          |                                     |            |                     |         |                  
|                                                        |                                          |                                     |            | Third Quarter       |         | Year to Date     
|                                                        |                                          |                                     |            |                     |         |                  
|                                                        |                                          |                                     |            | Sixteen Weeks Ended |         | Forty Weeks Ended
|                                                        |                                          |                                     |            |                     |         |                  
|                                                        |                                          |                                     |            | April 5,            |         | April 6,          |            | April 5,   |          | April 6,
|                                                        |                                          |                                     |            | 2003                |         | 2002              |            | 2003       |          | 2002    
|                                                        |                                          |                                     |            |                     |         |                   |            |            |          |         
|Net sales                                               |                                          | $                                   | 7,593,000  |                     |         | $                 | 7,654,000  |            |          | $        | 20,614,000 |            |          | $ | 21,224,000 |           
|Cost of goods sold                                      |                                          |                                     | 6,380,000  |                     |         |                   | 6,705,000  |            |          |          | 17,154,000 |            |          |   | 18,106,000 |           
|                                                        |                                          |                                     |            |                     |         |                   |            |            |          |          |            |            |          |   |            |           
|                                                        | Gross margin                             |                                     |            | 1,213,000           |         |                   |            | 949,000    |          |          |            | 3,460,000  |          |   |            | 3,118,000  |         
|Selling and administration                              |                                          |                                     | 2,464,000  |                     |         |                   | 2,115,000  |            |          |          | 6,040,000  |            |          |   | 6,163,000  |           
|Depreciation and amortization                           |                                          |                                     | 151,000    |                     |         |                   | 213,000    |            |          |          | 410,000    |            |          |   | 448,000    |           
|                                                        |                                          |                                     |            |                     |         |                   |            |            |          |          |            |            |          |   |            |           
|                                                        | Loss from operations                     |                                     |            | (1,402,000          | )       |                   |            | (1,379,000 | )        |          |            | (2,990,000 | )        |   |            | (3,493,000 | )       
|                                                        |                                          |                                     |            |                     |         |                   |            |            |          |          |            |            |          |   |            |           
|Nonoperating income (expense)                           |                                          |                                     |            |                     |         |                   |            |            |          |          |            |            |          |   |            |           
|                                                        | Investment income                        |                                     |            | 37,000              |         |                   |            | 47,000     |          |          |            | 105,000    |          |   |            | 118,000    |         
|                                                        | Interest expense                         |                                     |            | (112,000            | )       |                   |            | (60,000    | )        |          |            | (211,000   | )        |   |            | (135,000   | )       
|                                                        | Loss in equity from investment in Brazil |                                     |            | 0                   |         |                   |            | (385,000   | )        |          |            | 0          |          |   |            | (605,000   | )       
|                                                        | Other income (expense)                   |                                     |            | 0                   |         |                   |            | (2,000     | )        |          |            | (2,000     | )        |   |            | (22,000    | )       
|                                                        |                                          |                                     |            |                     |         |                   |            |            |          |          |            |            |          |   |            |           
|                                                        |                                          | Total nonoperating (expense) income |            |                     | (75,000 | )                 |            |            | (400,000 | )        |            |            | (108,000 | ) |            |            | (644,000 | )
|                                                        |                                          |                                     |            |                     |         |                   |            |            |          |          |            |            |          |   |            |           
|Loss from operations before income tax                  |                                          |                                     | (1,477,000 | )                   |         |                   | (1,779,000 | )          |          |          | (3,098,000 | )          |          |   | (4,137,000 | )         
|Provision for income tax benefit (expense)              |                                          |                                     |           |                     |         |                   |           |            |          |          |           |            |          |   |           |           
|                                                        |                                          |                                     |            |                     |         |                   |            |            |          |          |            |            |          |   |            |           
|Net Loss                                                |                                          |                                     | (1,477,000 | )                   |         |                   | (1,779,000 | )          |          |          | (3,098,000 | )          |          |   | (4,137,000 | )         
|                                                        |                                          |                                     |            |                     |         |                   |            |            |          |          |            |            |          |   |            |           
|Basic and diluted net loss per share                    |                                          |                                     | ($0.09     | )                   |         |                   | ($0.11     | )          |          |          | ($0.20     | )          |          |   | ($0.26     | )         
|Weighted average shares outstanding  basic and diluted |                                          |                                     | 15,824,788 |                     |         |                   | 15,824,788 |            |          |          | 15,824,788 |            |          |   | 15,824,788 |           
|                                                        |                                          |                                     |            |                     |         |                   |            |            |          |          |            |            |          |   |            |           

See accompanying notes to consolidated financial statements.

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CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                                                         |                                                     |                      |                                             |                                                                  |          |                   |            |           |          |         |            |  
|---------------------------------------------------------------------------------------- | --------------------------------------------------- | -------------------- | ------------------------------------------- | ---------------------------------------------------------------- | -------- | ----------------- | ---------- | --------- | -------- | ------- | ---------- | -
|                                                                                         |                                                     |                      |                                             |                                                                  |          |                  
|                                                                                         |                                                     |                      |                                             |                                                                  |          | Year to date     
|                                                                                         |                                                     |                      |                                             |                                                                  |          | Forty weeks ended
|                                                                                         |                                                     |                      |                                             |                                                                  |          | April 5,          |            | April 6, 
|                                                                                         |                                                     |                      |                                             |                                                                  |          | 2003              |            | 2002     
|                                                                                         |                                                     |                      |                                             |                                                                  |          |                   |            |          
|CASH FLOWS FROM OPERATING ACTIVITIES                                                     |                                                     |                      |                                             |                                                                  |          |                   |            |          
|Net Loss                                                                                 |                                                     | $                    | (3,098,000                                  | )                                                                |          | $                 | (4,137,000 | )        
|Adjustments to reconcile net loss to
net cash (used in) provided by operating activities |                                                     |                      |                                             |                                                                  |          |                   |            |          
|                                                                                         |                                                     |                      | Depreciation and amortization               |                                                                  |          | 744,000           |            |           |          | 942,000 |           
|                                                                                         |                                                     |                      | Gain on sale of investments                 |                                                                  |          | (52,000           | )          |           |          |        |           
|                                                                                         |                                                     |                      | Loss in equity from investment in Brazil    |                                                                  |          |                  |            |           |          | 605,000 |           
|                                                                                         |                                                     |                      | Change in cumulative translation adjustment |                                                                  |          | 176,000           |            |           |          | 272,000 |           
|                                                                                         |                                                     |                      | Changes in assets and liabilities:          |                                                                  |          |                   |            |           |          |         |           
|                                                                                         |                                                     |                      |                                             | Decrease in accounts receivable trade, net                       |          |                   | 195,000    |           |          |         | 2,101,000  |  
|                                                                                         |                                                     |                      |                                             | (Increase) Decrease in inventory                                 |          |                   | (139,000   | )         |          |         | 1,976,000  |  
|                                                                                         |                                                     |                      |                                             | Decrease in prepaid expenses                                     |          |                   | 1,000      |           |          |         | 110,000    |  
|                                                                                         |                                                     |                      |                                             | Decrease in notes receivable, related party                      |          |                   | 39,000     |           |          |         | 426,000    |  
|                                                                                         |                                                     |                      |                                             | Increase in Investments and Advances in Cuisine Solutions Brazil |          |                   |           |           |          |         | (53,000    | )
|                                                                                         |                                                     |                      |                                             | Increase in other assets                                         |          |                   | (52,000    | )         |          |         | (265,000   | )
|                                                                                         |                                                     |                      |                                             | Increase (Decrease) in accounts payable and accrued expenses     |          |                   | 904,000    |           |          |         | (1,000,000 | )
|                                                                                         |                                                     |                      |                                             | (Decrease) Increase in accrued payroll and related liabilities   |          |                   | (38,000    | )         |          |         | 428,000    |  
|                                                                                         |                                                     |                      |                                             | Increase in other accrued taxes                                  |          |                   |           |           |          |         | 3,000      |  
|                                                                                         |                                                     |                      |                                             |                                                                  |          |                   |            |          
|                                                                                         | Net cash (used in) provided by operating activities |                      |                                             | (1,320,000                                                       | )        |                   |            | 1,408,000 |         
|                                                                                         |                                                     |                      |                                             |                                                                  |          |                   |            |          
|CASH FLOWS FROM INVESTING ACTIVITIES                                                     |                                                     |                      |                                             |                                                                  |          |                   |            |          
|                                                                                         |                                                     | Sale of investments  |                                             |                                                                  | 970,000  |                   |            |           |         |        
|                                                                                         |                                                     | Capital expenditures |                                             |                                                                  | (831,000 | )                 |            |           | (836,000 | )      
|                                                                                         |                                                     |                      |                                             |                                                                  |          |                   |            |          
|                                                                                         | Net cash provided by (used in) investing activities |                      |                                             | 139,000                                                          |          |                   |            | (836,000  | )       
|                                                                                         |                                                     |                      |                                             |                                                                  |          |                   |            |          
|CASH FLOWS FROM FINANCING ACTIVITIES                                                     |                                                     |                      |                                             |                                                                  |          |                   |            |          
|                                                                                         | Additions to debt                                   |                      |                                             | 457,000                                                          |          |                   |            |          |         
|                                                                                         | Reductions of debt                                  |                      |                                             | (293,000                                                         | )        |                   |            | (75,000   | )       
|                                                                                         |                                                     |                      |                                             |                                                                  |          |                   |            |          
|                                                                                         |                                                     |                      |                                             | Net cash provided by (used in) financing activities              |          |                   | 164,000    |           |          |         | (75,000    | )
|                                                                                         |                                                     |                      |                                             |                                                                  |          |                   |            |          
|                                                                                         |                                                     |                      |                                             | Net (decrease) increase in cash and cash equivalents             |          |                   | (1,017,000 | )         |          |         | 497,000    |  
|                                                                                         |                                                     |                      |                                             | Cash and cash equivalents, beginning of period                   |          |                   | 1,958,000  |           |          |         | 773,000    |  
|                                                                                         |                                                     |                      |                                             |                                                                  |          |                   |            |          
|CASH and CASH EQUIVALENTS, END OF PERIOD                                                 |                                                     | $                    | 941,000                                     |                                                                  |          | $                 | 1,270,000  |          
|                                                                                         |                                                     |                      |                                             |                                                                  |          |                   |            |          

See accompanying notes to consolidated financial statements

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Cuisine Solutions, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)

|                            |                            |                                   |         |        |  |         |            |              |   |             |             |             |            |                  |         |               |         |                  |        |       |        |   |   |  |   |   |            |   |            |  
|--------------------------- | -------------------------- | --------------------------------- | ------- | ------ |  | ------- | ---------- | ------------ | - | ----------- | ----------- | ----------- | ---------- | ---------------- | ------- | ------------- | ------- | ---------------- | ------ | ----- | ------ | - | - |  | - | - | ---------- | - | ---------- | -
|                            |                            |                                   |         |        |  |         |            |              |   |             |             | Retained    |            |                  |         |               |         | Unrealized Gains |        |       |        |   |   |  |   |  
|                            |                            |                                   |         |        |  |         |            | Additional   |   | Earnings    |             | Cumulative  |            | (Losses) on Debt |         |               |         |                  |        | Total
|                            |                            |                                   |         | Common |  | Paid-In |            | (Accumulated |   | Translation |             | and Equity  |            | Treasury         |         | Stockholders
|                            |                            |                                   |         | Stock  |  | Capital |            | Deficit)     |   | Adjustment  |             | Investments |            | Stock            |         | Equity       
|                            |                            |                                   |         |        |  |         |            |              |   |             |             |             |            |                  |         |              
|Balance, June 29, 2002      |                            | $                                 | 159,000 |        |  | $       | 26,284,000 |              |   | $           | (15,394,000 | )           |            | $                | 97,000  |               |         | $                | 10,000 |       |        | $ |  |  |   | $ | 11,156,000 |  
|                            |                            |                                   |         |        |  |         |            |              |   |             |             |             |            |                  |         |               |         |                  |        |       |        |   |   |  |   |   |            |  
|                            |                            | Third quarter 2003 net loss       |         |        |  |         |            |              |   |             |             |             | (3,098,000 | )                |         |               |         |                  |        |       |        |   |   |  |   |   |            |   | (3,098,000 | )
|                            | Other Comprehensive Income |                                   |         |        |  |         |            |              |   |             |             |             |            |                  |         |               |         |                  |        |       |        |   |   |  |   |   |            |   |           
|                            |                            | Unrealized loss on debt           |         |        |  |         |            |              |   |             |             |             |            |                  |         |               |         |                  |        |       |        |   |   |  |  |   |            |   |           |  
|                            |                            | and equity investments            |         |        |  |         |            |              |   |             |             |             |            |                  |         |               |         |                  |        |       | 31,000 |   |   |  |   |   |            |   | 31,000     |  
|                            |                            | Translation adjustment            |         |        |  |         |            |              |  |             |             |             |            |                  |         |               | 176,000 |                  |        |       |        |   |   |  |   |   |            |   | 176,000    |  
|                            |                            | Other Comprehensive
Income/(Loss) |         |        |  |         |            |              |   |             |             |             |            |                  |         |               |         |                  |        |       |        |   |   |  |   |   |            |   | 207,000    |  
|                            |                            |                                   |         |        |  |         |            |              |   |             |             |             |            |                  |         |               |         |                  |        |       |        |   |   |  |   |   |            |  
|Comprehensive Income/(Loss) |                            |                                   |         |        |  |         |            |              |   |             |             |             |            |                  |         |               |         |                  |        |       |        |   |   |  |   |   | (2,891,000 | )
|                            |                            |                                   |         |        |  |         |            |              |   |             |             |             |            |                  |         |               |         |                  |        |       |        |   |   |  |   |   |            |  
|Balance, April 5, 2003      |                            | $                                 | 159,000 |        |  | $       | 26,284,000 |              |   | $           | (18,492,000 | )           |            | $                | 273,000 |               |         | $                | 41,000 |       |        | $ |  |  |   | $ | 8,265,000  |  
|                            |                            |                                   |         |        |  |         |            |              |   |             |             |             |            |                  |         |               |         |                  |        |       |        |   |   |  |   |   |            |  

|                            |                            |                                       |         |        |       |         |            |              |            |             |             |             |            |                  |          |               |         |                  |          |       |        |   |            |   |           |   |            |   |            |  
|--------------------------- | -------------------------- | ------------------------------------- | ------- | ------ | ----- | ------- | ---------- | ------------ | ---------- | ----------- | ----------- | ----------- | ---------- | ---------------- | -------- | ------------- | ------- | ---------------- | -------- | ----- | ------ | - | ---------- | - | --------- | - | ---------- | - | ---------- | -
|                            |                            |                                       |         |        |       |         |            |              |            |             |             | Retained    |            |                  |          |               |         | Unrealized Gains |          |       |        |   |            |   |           |  
|                            |                            |                                       |         |        |       |         |            | Additional   |            | Earnings    |             | Cumulative  |            | (Losses) on Debt |          |               |         |                  |          | Total
|                            |                            |                                       |         | Common |       | Paid-In |            | (Accumulated |            | Translation |             | and Equity  |            | Treasury         |          | Stockholders'
|                            |                            |                                       |         | Stock  |       | Capital |            | Deficit)     |            | Adjustment  |             | Investments |            | Stock            |          | Equity       
|                            |                            |                                       |         |        |       |         |            |              |            |             |             |             |            |                  |          |              
|Balance, June 30, 2001      |                            | $                                     | 157,000 |        |       | $       | 28,333,000 |              |            | $           | (9,367,000  | )           |            | $                | (455,000 | )             |         | $                | (107,000 | )     |        | $ | (2,047,000 | ) |           | $ | 16,514,000 |  
|                            |                            |                                       |         |        |       |         |            |              |            |             |             |             |            |                  |          |               |         |                  |          |       |        |   |            |   |           |   |            |  
|                            |                            | Issuance of unregistered
common stock |         |        | 2,000 |         |            |              | (2,000     | )           |             |             |            |                  |          |               |         |                  |          |       |        |   |            |   |           |   |            |   |           |  
|                            |                            | and treasury shares                   |         |        |       |         |            |              | (2,047,000 | )           |             |             |            |                  |          |               |         |                  |          |       |        |   |            |   | 2,047,000 |   |            |   |           |  
|                            |                            | Third quarter 2002 net loss           |         |        |       |         |            |              |            |             |             |             | (4,137,000 | )                |          |               |         |                  |          |       |        |   |            |   |           |   |            |   | (4,137,000 | )
|                            | Other Comprehensive Income |                                       |         |        |       |         |            |              |            |             |             |             |            |                  |          |               |         |                  |          |       |        |   |            |   |           |   |            |   |           
|                            |                            | Unrealized gain on debt and           |         |        |       |         |            |              |            |             |             |             |            |                  |          |               |         |                  |          |       |        |   |            |   |          |   |            |   |           |  
|                            |                            | equity investments                    |         |        |       |         |            |              |            |             |             |             |            |                  |          |               |         |                  |          |       | 50,000 |   |            |   |           |   |            |   | 50,000     |  
|                            |                            | Translation adjustment                |         |        |       |         |            |              |           |             |             |             |            |                  |          |               | 272,000 |                  |          |       |        |   |            |   |           |   |            |   | 272,000    |  
|                            |                            | Other Comprehensive
Income/(Loss)     |         |        |       |         |            |              |            |             |             |             |            |                  |          |               |         |                  |          |       |        |   |            |   |           |   |            |   | 322,000    |  
|                            |                            |                                       |         |        |       |         |            |              |            |             |             |             |            |                  |          |               |         |                  |          |       |        |   |            |   |           |   |            |  
|Comprehensive Income/(Loss) |                            |                                       |         |        |       |         |            |              |            |             |             |             |            |                  |          |               |         |                  |          |       |        |   |            |   |           |   | (3,815,000 | )
|                            |                            |                                       |         |        |       |         |            |              |            |             |             |             |            |                  |          |               |         |                  |          |       |        |   |            |   |           |   |            |  
|Balance, April 6, 2002      |                            | $                                     | 159,000 |        |       | $       | 26,284,000 |              |            | $           | (13,504,000 | )           |            | $                | (183,000 | )             |         | $                | (57,000  | )     |        | $ |           |   |           | $ | 12,699,000 |  
|                            |                            |                                       |         |        |       |         |            |              |            |             |             |             |            |                  |          |               |         |                  |          |       |        |   |            |   |           |   |            |  

F-6



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##### Table of Contents






Cuisine Solutions, Inc.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1)   Financial Statements

The accompanying unaudited consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of the Company, all
adjustments necessary for the fair presentation of the Companys results of
operations, financial position and changes therein for the periods presented
have been included.

2)   Fiscal Periods

The Company utilizes a 52/53 week fiscal year which ends on the last
Saturday in June. The first,
second and fourth quarters, of fiscal years 2003 and 2002 contain 12 weeks, and
the third quarter contains 16 weeks.

3)   Inventory

Inventories are valued at the lower of cost, determined by the first-in,
first-out method (FIFO), or market. Included in inventory costs are raw
materials, labor and manufacturing overhead.

Inventory consists of:

|                                      |  |          |           |          |  |   |           |  
|------------------------------------- |  | -------- | --------- | -------- |  | - | --------- | -
|                                      |  | April 5, |           | June 29,
|                                      |  | 2003     |           | 2002    
|                                      |  |          |           |         
|Raw materials                         |  | $        | 1,217,000 |          |  | $ | 1,207,000 |  
|Frozen product & other finished goods |  |          | 3,147,000 |          |  |   | 3,252,000 |  
|Packing materials & supplies          |  |          | 437,000   |          |  |   | 464,000   |  
|                                      |  |          |           |          |  |   |           |  
|                                      |  |          | 4,801,000 |          |  |   | 4,923,000 |  
|Less obsolescence reserve             |  |          | (243,000  | )        |  |   | (504,000  | )
|                                      |  |          |           |          |  |   |           |  
|                                      |  | $        | 4,558,000 |          |  | $ | 4,419,000 |  
|                                      |  |          |           |          |  |   |           |  

4)   Dividends  None.

5)   Commitments and Contingencies

The Company is engaged in ordinary and routine litigation incidental to
its business. Management does not anticipate that any amounts that it may be
required to pay by reason thereof will have a material effect on the Companys
financial position or results of operations.

6)   Transaction with Related Parties

During fiscal 1999, the Company became a partner in a limited liability
company with a Brazilian partner, Sanoli Indsutria E Commercio Alimentacao
Ltda, which has built a manufacturing facility and is marketing product in the
Mercosur market. Cuisine Solutions Inc. owns 39% of this Brazilian joint
venture.

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The Company contributed technology to the partnership in lieu of a
cash contribution. The Company performed management services to assist with the
design and construction of the manufacturing facility as well as ongoing
management service for operations, research and development, marketing and
administrative support.

The Companys investment in Cuisine Solutions do Brasil Ltda consisted of
advances, Accounts Receivables for services performed and a loan. Due to the
continued lack of cooperation from the Brazilian partner, the inability to
obtain any financial disclosures and the Joint Venture Partners termination of
Cuisine Solutions Inc. business activity in Brazil, Cuisine Solutions, Inc has
written off 100% of its investment in Brazil through the end of fiscal year
2002.

The Company filed a civil lawsuit in the Federal District Court of
Brasilia against the controlling partner in the joint venture, Cuisine
Solutions do Brasil Ltda, as a result of the Brazilian partners failure to
disclose financial information and operating results of Cuisine Solutions do
Brasil Ltda to Cuisine Solutions Inc. according to both the joint venture
agreement and Brazilian law. The Company claims full recovery of the amounts
owed by Cuisine Solutions do Brasil Ltda, including the loan of $763,000, and
in addition the management and administrative fees of approximately $895,000
according to the Joint Venture agreement with the Brazilian Partner. The
managing directors of Cuisine Solutions do Brasil Ltda, Jose Sanchez Aguayo and
Rodrigo Sanchez, were named as nominal defendants in the lawsuit. Management
cannot predict a judgment from this lawsuit before the end of fiscal year 2003.

On June 12, 2001, the Company signed an agreement to create a partnership
to build a sous vide processing facility in Chile. The purpose of the facility
would be to produce high quality, value priced whitefish, shellfish and salmon
products in Chile for the Global Retail and Foodservice markets. Cuisine
Solutions, Inc. would sell the Norwegian facility to the Chilean Group for
approximately $3,900,000, the sole investment required to own 48% of the new
joint venture, Cuisine Solutions Chile. The agreement was terminated without
any prejudice between the partners during the third quarter of fiscal year 2003
due to administrative difficulties. However, the partners together continue
with the development of the facility in Chile. A new agreement has not been
signed between the partners yet.

The Company has receivables of $7,000 due as at April 5, 2003 from Classic
European Bakers, LLC (CEB). CEB is a related entity to FRC. The receivables
are primarily associated to unpaid rent related to a rental agreement for
office space used by CEB at the Companys premises in Alexandria.

The wholly owned subsidiary, Vie de France Trademarks Ltd., has been
dissolved as of 2002. The Company is in process of liquidation of final assets
and cancellation of the Vie de France Trademarks Ltd. shares subsequent to the
end of the third quarter of fiscal year 2003. Cuisine Solutions USA has $54,000
in Accounts Receivables and $5,000 in stock investment already written off at
the end of the third quarter fiscal year 2003. The write off was eliminated
during the Consolidation process.

Subsequent to the third quarter 2003, the Company suspended the consulting
agreement with Food Investors Corporation as a cost saving measure. This
resulted in a $34,000 saving for the fourth quarter of fiscal 2003 since the
quarterly payment was withheld. Food Investors Corporation is owned by Secria
Europe, S.A. which owned by Food Research Corporation, the majority stockholder
of the Company. The suspended agreement is subject to future evaluation by the
Board of Directors of the Company.

7)   Statement Re Computation of Per Share Earnings

Basic net income (loss) per common share is computed by dividing net
earnings (loss) by the weighted average number of common shares outstanding
during the period. Diluted net income (loss) per common share also includes
common equivalent shares outstanding during the period if dilutive. The
Companys common equivalent shares consist of stock options. The weighted
average number of shares outstanding related to stock options was 1,680,375.
For the periods ended April 6, 2003, and April 5, 2002, the assumed exercise of
the Companys outstanding stock options are not included in the calculation as
the effect would be anti-dilutive.

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

This filing contains forward-looking statements within the meaning of
Section 27A of The Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. Those statements reflect the
intent, belief or current expectations of the Company and members of the
management team. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risk and uncertainties and that actual results may differ materially from those
contemplated by such forward-looking statements reflecting changed assumptions,
the occurrence of unanticipated events or changes to future operating results
over time.

RESULTS OF OPERATIONS

Cuisine Solutions, Inc. reported a net loss of $1,477,000 for the third
quarter of fiscal 2003 compared to a net loss of $1,779,000 a year ago. The
decrease in the loss was driven by an improved gross margin as well as a
non-operating loss in last years third quarter from a loss in equity from the
investment in Brazil in the amount of $385,000. This was off set by an increase
of selling and administrative expenses primarily due to the refocus of the
Companys engineering resources from US operations to the strategic involvement
in the foreign entities for future expansion. The expenses related to the
engineering resources in the USA amounted to $196,000 for the third quarter of
fiscal 2003 and were included in selling and administrative expenses compared
to last years expenses of $185,000 which were included in Cost of goods sold
(see GROSS MARGINS and Selling and Administrative Expenses).

Revenue in the third quarter 2003 decreased from $7,654,000 to $7,593,000,
a 0.8% decrease compared to the previous year primarily due to the decreased
revenue of the military channel and the Foodservice channel in the USA. The
military channel could not realize the volume from the previous year as a
result of the ships assigned to sea duty in the preparation for the war with
the Iraq.

NET SALES

Third quarter 2003 revenue of $7,593,000 decreased as described above by
0.8% compared to previous years third quarter revenue of $7,654,000.

|                            |  |                |           |                |  |         |           |         |  |   |          |   |  |  |       |   
|--------------------------- |  | -------------- | --------- | -------------- |  | ------- | --------- | ------- |  | - | -------- | - |  |  | ----- | --
|                            |  | Q3 Fiscal 2003 |           | Q3 Fiscal 2002 |  | $Change |           | %Change
|                            |  |                |           |                |  |         |           |        
|USA                         |  | $              | 4,026,000 |                |  | $       | 4,778,000 |         |  | $ | (752,000 | ) |  |  | (15.7 | %)
|Norway                      |  |                | 130,000   |                |  |         | 290,000   |         |  |   | (160,000 | ) |  |  | (55.2 | %)
|France                      |  |                | 3,437,000 |                |  |         | 2,586,000 |         |  |   | 851,000  |   |  |  | 32.9  | % 
|                            |  |                |           |                |  |         |           |         |  |   |          |   |  |  |       |   
|Total Product Sales Revenue |  | $              | 7,593,000 |                |  | $       | 7,654,000 |         |  | $ | (61,000  | ) |  |  | (0.8  | %)
|                            |  |                |           |                |  |         |           |         |  |   |          |   |  |  |       |   

USA SALES

Fiscal year 2003 third quarter sales in the USA decreased $752,000 to
$4,026,000, a 15.7% decrease from the previous year third quarter sales of
$4,778,000.

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Cuisine Solutions USA Fiscal Year 2003 third quarter sales by sales
channel:

|                  |  |         |           |         |  |         |           |         |  |   |          |   |  |  |       |   
|----------------- |  | ------- | --------- | ------- |  | ------- | --------- | ------- |  | - | -------- | - |  |  | ----- | --
|                  |  | Q3 FY03 |           | Q3 FY02 |  | $Change |           | %Change
|                  |  |         |           |         |  |         |           |        
|Food Service      |  | $       | 1,149,000 |         |  | $       | 1,537,000 |         |  | $ | (388,000 | ) |  |  | (25.2 | %)
|On Board Services |  |         | 2,050,000 |         |  |         | 2,003,000 |         |  |   | 47,000   |   |  |  | 2.4   | % 
|Retail            |  |         | 480,000   |         |  |         | 320,000   |         |  |   | 160,000  |   |  |  | 50.0  | % 
|Military          |  |         | 147,000   |         |  |         | 636,000   |         |  |   | (489,000 | ) |  |  | (76.9 | %)
|New Business      |  |         | 200,000   |         |  |         | 282,000   |         |  |   | (82,000  | ) |  |  | (29.1 | %)
|                  |  |         |           |         |  |         |           |         |  |   |          |   |  |  |       |   
|Total             |  | $       | 4,026,000 |         |  | $       | 4,778,000 |         |  | $ | (752,000 | ) |  |  | (15.7 | %)
|                  |  |         |           |         |  |         |           |         |  |   |          |   |  |  |       |   

Third quarter fiscal 2003 sales to the USA Foodservice channel decreased
25.2% in the USA to $1,149,000 from the previous year third quarter sales of
$1,537,000. The decrease was driven by decreased sales to hotels and convention
centers since occupancy rates still remain on a low level and businesses do not
hold as many large banquet events compared to the previous years. The
Foodservice channel continues to provide the highest gross margins to the
Company after the successful reorganization in order to focus sales efforts on
key accounts, large events, and use distributors to manage lower volume
opportunities. The improved gross margins for this channel resulted from better
management of the product mix and cost reduction as well as through
improvements in distribution management and related costs. Customers in the
Foodservice sales channel place high value on the labor savings, quality,
consistency and food safety associated with Cuisine Solutions product.
Management believes this value increases in the current economic and political
situation challenging todays business environment. In the meantime, Management
has and will continue to initiate further cost reduction programs and product
line changes to meet the changing needs of the industry.

Fiscal 2003 third quarter sales to the On Board services channel totaled
$2,050,000 versus previous year third quarter sales of $2,003,000, an increase
of $47,000 or 2.4%. Sales to the On Board Services channel have picked up from
the low level of the previous year after the immediate impact of the terrorist
attacks on the airline industry and due to increased sales to passenger rail
lines. However, most of the major airlines are still cutting back cost and the
Company is experiencing a slow return to volumes of previous years. Management
will continue to strengthen the business relationships with most of the major
US airlines and passenger rail lines through continued value and service
increase and flexible solutions upon the current demand in the industry. This
includes for example a Buy-on-Board meal service.

Retail sales for the third quarter of fiscal 2003 increased $160,000 to
$480,000 from $320,000 an increase of 50% during the same period of the
previous year due to the continued efforts to market the Cuisine Solutions
product line to the frozen packages and in-store deli areas with retail chains.
The Company plans to continue these efforts as the retail market trends show
increasing demand for high quality, value priced items that are simple to
execute in both the retail store and in the home of consumers. The Company
co-packed and sold salmon products in the amount of $264,000 during the third
quarter to two retailers in the USA for brand testing.

Military sales for the third quarter 2003 decreased $489,000 or 76.9% to
$147,000 from $636,000 during the same period in fiscal 2002 due to missed
opportunities to promote our products on the ships since the ships were
reassigned to sea duty before our distributor could get an appointment to see
the buyers. Military sales continue to be managed via a broker/distributor
adding very little in terms of sales and administrative expenses. The Company
will further support the opportunity for this sales channel by offering our
product as well to other branches of the military and other government
agencies. The Cuisine Solutions product line is ideal for situations that call
for long shelf life, high quality, easy execution and high levels of food
safety.

New Business sales for the third quarter of fiscal year 2003 amounted to
$200,000, down from $282,000 in fiscal 2002. The sales decrease of $82,000 is
attributed to decreased sales to national restaurant chains and the Fiveleaf
product line. Last years third quarter sales of Fiveleaf products were
significantly higher due to initial volumes sold for the launch of the website.

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NORWAY SALES

During the third quarter of fiscal 2003, total Norwegian sales volume
decreased 3.9% to 7,657,000 Norwegian Kroner from 7,971,000 Norwegian Kroner
during the third quarter of fiscal 2002. The sales amount converted to US
Dollars amounted to $1,089,000 in the third quarter of fiscal 2003 and $895,000
during the third quarter of fiscal 2002 before the elimination of inter-company
balances. Inter-company sales from Cuisine Solutions Norway are eliminated and
reported as sales from either Cuisine Solutions France or Cuisine Solutions
USA. Inter-company sales to the USA and France account for 88.9% compared to
67.6% during the same period in the previous fiscal year. Total Norwegian sales
before inter-company eliminations in both US Dollars and Norwegian Kroners were
as follows:

|                           |  |                 |           |                 |  |         |           |         |  |  |          |   |  |  |      |   
|-------------------------- |  | --------------- | --------- | --------------- |  | ------- | --------- | ------- |  |  | -------- | - |  |  | ---- | --
|                           |  | Fiscal 2003     |           | Fiscal 2002     |  |         |           |         |  |  |          |  
|                           |  | Norway Q3 Sales |           | Norway Q3 Sales |  | $Change |           | %Change
|                           |  |                 |           |                 |  |         |           |        
|Sales in US Dollars        |  |                 | 1,089,000 |                 |  |         | 895,000   |         |  |  | 194,000  |   |  |  | 21.7 | % 
|Sales in Norwegian Kroners |  |                 | 7,657,000 |                 |  |         | 7,971,000 |         |  |  | (314,000 | ) |  |  | (3.9 | %)
|Average Exchange Rate      |  |                 | 7.031     |                 |  |         | 8.906     |         |  |  |          |   |  |  |      |   

Despite the sales decrease in Norwegian Kroner, sales converted in US
Dollars increased due to the devaluation of the US Dollar versus the Norwegian
Kroner for the respective periods.

FRANCE SALES

The total fiscal year 2003 third quarter sales in US Dollars were
$3,437,000 versus previous year sales of $2,586,000, an increase of $851,000 or
32.9%. Sales in EURO during the same period were EURO 3,243,000 versus EURO
2,947,000 respectively, an increase of 10.0%. The differences in the increase
are due to the US dollar-EURO fluctuations in the exchange rate for the
respective periods.

Cuisine Solutions France fiscal year 2003 third quarter sales compared to
prior year third quarter and respective exchange rates are as follows:

|                      |  |                 |           |                 |  |         |           |         |  |  |         |  |  |  |      |  
|--------------------- |  | --------------- | --------- | --------------- |  | ------- | --------- | ------- |  |  | ------- |  |  |  | ---- | -
|                      |  | Fiscal 2003     |           | Fiscal 2002     |  |         |           |         |  |  |         | 
|                      |  | France Q3 Sales |           | France Q3 Sales |  | $Change |           | %Change
|                      |  |                 |           |                 |  |         |           |        
|Sales in US Dollars   |  |                 | 3,437,000 |                 |  |         | 2,586,000 |         |  |  | 851,000 |  |  |  | 32.9 | %
|Sales in EURO         |  |                 | 3,243,000 |                 |  |         | 2,947,000 |         |  |  | 296,000 |  |  |  | 10.0 | %
|Average Exchange Rate |  |                 | 0.944     |                 |  |         | 1.140     |         |  |  |         |  |  |  |      |  

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Cuisine Solutions France Fiscal Year 2003 third quarter sales by sales
channel were as follows:

|                  |  |         |           |         |  |         |           |         |  |   |         |   |  |  |       |   
|----------------- |  | ------- | --------- | ------- |  | ------- | --------- | ------- |  | - | ------- | - |  |  | ----- | --
|                  |  | Q3 FY03 |           | Q3 FY02 |  | $Change |           | %Change
|                  |  |         |           |         |  |         |           |        
|Food Service      |  | $       | 1,260,000 |         |  | $       | 878,000   |         |  | $ | 382,000 |   |  |  | 43.5  | % 
|On Board Services |  |         | 393,000   |         |  |         | 436,000   |         |  |   | (43,000 | ) |  |  | (9.9  | %)
|Retail            |  |         | 1,761,000 |         |  |         | 1,267,000 |         |  |   | 494,000 |   |  |  | 39.0  | % 
|New Business      |  |         | 23,000    |         |  |         | 5,000     |         |  |   | 18,000  |   |  |  | 360.0 | % 
|                  |  |         |           |         |  |         |           |         |  |   |         |   |  |  |       |   
|Total             |  | $       | 3,437,000 |         |  | $       | 2,586,000 |         |  | $ | 851,000 |   |  |  | 32.9  | % 
|                  |  |         |           |         |  |         |           |         |  |   |         |   |  |  |       |   

Cuisine Solutions France increase in sales was primarily driven by higher
sales to the retail and foodservice channel. Retail sales have been
successfully increased by offering additional premium private label products to
French retailers and new products to the Home Service delivery. Foodservice
operators are forced to deal with the thirty-five hour work week constraint and
have discovered that the Cuisine Solutions product line offers a solution to
the limited availability and higher cost of labor created as result of the
mandated work hour rules. The increase of $382,000 or 43.5% was driven by
higher sales to convention centers, hotels and large banquet events in France
and Europe.

BRAZIL

Cuisine Solutions Inc. owns 39% of a joint venture with a Brazilian
partner, Sanoli Indsutria E Commercio Alimentacao Ltda., which has built a
manufacturing facility and market product in the Mercosur market. The Company
contributed technology to the partnership in lieu of a cash contribution.

The Companys investment in Cuisine Solutions do Brasil Ltda consisted of
advances, Accounts Receivables for services performed and a loan. Due to the
continued lack of cooperation from the Brazilian partner, the inability to
obtain any financial disclosures and the Joint Venture Partners termination of
Cuisine Solutions Inc. business activity in Brazil, Cuisine Solutions, Inc has
written off 100% of its investment in Brazil through the end of fiscal year
2002.

The Company filed a civil lawsuit in the Federal District Court of
Brasilia against the controlling partner in the joint venture, Cuisine
Solutions do Brasil Ltda, as a result of the Brazilian partners failure to
disclose financial information and operating results of Cuisine Solutions do
Brasil Ltda to Cuisine Solutions Inc. according to both the joint venture
agreement and Brazilian law. The Company claims full recovery of the amounts
owed by Cuisine Solutions do Brasil Ltda, including the loan of $763,000, and
in addition the management and administrative fees of approximately $895,000
according to the Joint Venture agreement with the Brazilian Partner. The
managing directors of Cuisine Solutions do Brasil Ltda, Jose Sanchez Aguayo and
Rodrigo Sanchez, were named as nominal defendants in the lawsuit. Management
cannot predict a judgment from this lawsuit before the end of fiscal year 2003.




GROSS MARGINS

|                        |  |                        |        |          |  |   |        |  
|----------------------- |  | ---------------------- | ------ | -------- |  | - | ------ | -
|                        |  | Quarter Ended         
|                        |  |                       
|                        |  | April 5,               |        | April 6,
|                        |  | 2003                   |        | 2002    
|                        |  |                        |        |         
|                        |  | (Dollars in thousands)
|Net sales               |  | $                      | 7,593  |          |  | $ | 7,654  |  
|Gross margin percentage |  |                        | 16.0   | %        |  |   | 12.4   | %
|Loss from operations    |  | $                      | (1,402 | )        |  |   | (1,379 | )

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Gross margins increased due to the refocus of the Companys engineering
resources from US operations to the strategic involvement in the foreign
entities for future expansion. This resulted in lower cost of goods, whereas
selling and administrative expenses increased. In addition, management has cut
back to reduce operating expenses without impairing the Companys ability to
grow when demand grows. Personnel in Alexandria has been reduced by 15% to
reduce cost and to cope with the current economic challenges subsequent to the
end of the third quarter of fiscal 2003.

Gross margins in France are up by 3% and in the USA by 6% respectively as
a result of the reduced overhead cost and cost reductions achieved through
alternative sources of supply and product mix changes even though production
volumes are well below production capabilities. The gross margin in the USA
would have been up by only 1% considering the reclassification of Operations
Management expenses out of Cost of Goods sold.

Consolidated Cost of goods sold decreased from $6,705,000 for the third
quarter fiscal year 2002 to $6,380,000 during the same period in 2003, a
decrease of $325,000 or 4.8%. $185,000 of this decrease were due to the fact
that Operations Management expenses were included in last years Cost of goods
sold but were accounted under Selling and Administrative expenses with the
beginning of fiscal year 2003 because of the refocus of the Operations
Management team to the strategic development of the international projects of
the Company.

Gross margins for the plant in Norway are negative due to the decrease in
demand of the Norwegian product line after the slowdown of the economy which in
turn impacted the ability to cover fixed production overhead cost due to the
reduction in production. However, all controllable costs in Norway have been
managed during the third quarter of fiscal 2003.

Cuisine Solutions management is confident that larger sales volume with
its impact to fixed costs and continued aggressive cost management will result
in higher gross margins.

Selling and Administrative Expenses

|                                 |  |                        |       |          |  |   |       | 
|-------------------------------- |  | ---------------------- | ----- | -------- |  | - | ----- | 
|                                 |  | Quarter Ended         
|                                 |  |                       
|                                 |  | April ,                |       | Dec. 15,
|                                 |  | 2003                   |       | 2001    
|                                 |  |                        |       |         
|                                 |  | (Dollars in thousands)
|Selling and administrative costs |  | $                      | 2,464 |          |  | $ | 2,115 | 

A comparison of selling and general administrative costs by plant was as follows:

|                    |  |                |           |                |  |         |           |         |  |   |         |  |  |  |      |  
|------------------- |  | -------------- | --------- | -------------- |  | ------- | --------- | ------- |  | - | ------- |  |  |  | ---- | -
|                    |  | Q3 Fiscal 2003 |           | Q3 Fiscal 2002 |  | $Change |           | %Change
|                    |  |                |           |                |  |         |           |        
|USA                 |  | $              | 1,932,000 |                |  | $       | 1,752,000 |         |  | $ | 180,000 |  |  |  | 10.3 | %
|Norway              |  |                | 13,000    |                |  |         | 12,000    |         |  |   | 1,000   |  |  |  | 8.3  | %
|France              |  |                | 519,000   |                |  |         | 351,000   |         |  |   | 168,000 |  |  |  | 47.9 | %
|                    |  |                |           |                |  |         |           |         |  |   |         |  |  |  |      |  
|Total SG&A Expenses |  | $              | 2,464,000 |                |  | $       | 2,115,000 |         |  | $ | 349,000 |  |  |  | 16.5 | %
|                    |  |                |           |                |  |         |           |         |  |   |         |  |  |  |      |  

Selling and administrative expenses increased $349,000 in the third
quarter of fiscal 2003 versus the third quarter of fiscal 2002 primarily due to
the reallocation of Operations Management out of Cost of Goods as described
above as well as due to the increased sales support related to the increased
volume in France. $196,000 of Operations Management expenses have been included
in USA selling and administrative expenses for the third quarter of fiscal 2003
while last years amount of $185,000 has been included in USA Cost of goods
sold. Considering the above, there was a real SG&A cost reduction in the USA of
$16,000 or 0.9% compared to the previous year. Total Selling and administrative
expenses as a percent of sales were 32.5% in the third quarter of fiscal 2003
versus 27.6% in fiscal 2002. Management does continue tight management of
selling and administrative expenses and expects reduction for the balance of
fiscal year 2003.

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Depreciation and Amortization

Depreciation and amortization decreased $154,000 to $255,000 for the third
quarter of fiscal year 2003, compared with $409,000 for the same period a year
ago. This decrease is related to equipment reaching its useful life and
correspondingly has been fully depreciated.

Non-operating Income and Expense

Investment income consists of returns earned on funds invested in
corporate bonds and treasury bills. Management maintains these funds in a trust
account with the majority of the funds invested in government securities.
During the third quarter of fiscal year 2003, the Company realized a gain of
$31,000 on the sale of investments.

Interest expense relates to the borrowings by the Companys French and
Norwegian subsidiaries. At April 5, 2003, the Company had borrowings of
approximately $3,088,000, bearing interest at rates ranging from 5.6 % to 9.5%.
The majority of these borrowings of $2,579,000 was through its Norwegian
subsidiary and includes an outstanding principal amount of $1,143,000 for the
capital lease on the building in Norway and $1,328,000 in a working capital
line of credit. The Company plans to reduce the working capital line of credit
with Den norske Bank to lower the interest expense for Cuisine Solutions
Norway. Cuisine Solutions France has a remaining principal balance on a term
loan in the amount of $61,000 at 5.6% obtained to finance a plant expansion and
elimination of factoring. The original loan amount equated to approximately
$500,000 in September 1998. The loan is due September 2003. Additionally,
Cuisine Solutions France entered in December 2000 into a five-year capital
lease obligation for a cooking machine with an initial principal amount of
$428,000 and 6% interest on the outstanding balance of the loan. The current
portion of this loan is $107,000 and the total outstanding principal amounts to
$250,000 at April 5, 2003. In October 2002, Cuisine Solutions France did enter
into a ten year term loan to finance the acquisition of land and a building for
a distribution plant in the amount of $195,000. This loan bears interest of
5.7% and is due in October 2012. The current portion of this loan is $16,000
and the total outstanding principal amounts to $198,000 at April 5, 2003. The
total debt, at April 5, 2003 and June 29, 2002 was as follows:

|                   |  |                    |  |                       |  |                   |           |                |  |   |           | 
|------------------ |  | ------------------ |  | --------------------- |  | ----------------- | --------- | -------------- |  | - | --------- | 
|                   |  |                    |  |                       |  | 2003 Q3 Principal |           | 2002 Principal
|Lender             |  | Description        |  | Maturity              |  | Outstanding       |           | Outstanding   
|                   |  |                    |  |                       |  |                   |           |               
|Den norske Bank    |  | Overdraft Facility |  | Six months, renewable |  | $                 | 1,328,000 |                |  | $ | 1,185,000 | 
|SND                |  | Term Loan          |  | February 1, 2006      |  |                   | 108,000   |                |  |   | 140,000   | 
|Hjelmeland Kommune |  | Capital Lease      |  | June 1, 2014          |  |                   | 1,143,000 |                |  |   | 1,153,000 | 
|CDN                |  | Term Loan          |  | September 25, 2003    |  |                   | 61,000    |                |  |   | 138,000   | 
|NORBAIL            |  | Capital Lease      |  | November 20, 2005     |  |                   | 250,000   |                |  |   | 308,000   | 
|CDN                |  | Term Loan          |  | October 22, 2012      |  |                   | 198,000   |                |  |   |          | 
|                   |  |                    |  |                       |  |                   |           |                |  |   |           | 
|                   |  |                    |  | Total                 |  |                   | 3,088,000 |                |  |   | 2,924,000 | 
|                   |  |                    |  | Less current portion  |  |                   | 1,707,000 |                |  |   | 1,585,000 | 
|                   |  |                    |  |                       |  |                   |           |                |  |   |           | 
|                   |  |                    |  | Non-current portion   |  | $                 | 1,381,000 |                |  | $ | 1,339,000 | 
|                   |  |                    |  |                       |  |                   |           |                |  |   |           | 

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Forty Weeks Ended April 5, 2003 compared to Forty Weeks Ended April 6, 2002

RESULTS OF OPERATIONS

Cuisine Solutions, Inc. reported a net loss of $3,098,000 for the third
quarter year to date of fiscal 2003 compared to a net loss of $4,137,000 a year
ago. The loss was primarily caused by the reduced sales volume in the USA,
which in turn impacts the ability to cover fixed production overhead costs due
to the reduction in production. The decrease in the loss compared to the
previous third quarter year to date result was driven by an improved gross
margin, reductions in general and administrative expenses and a non-operating
loss in last years third quarter from a loss in equity from the investment in
Brazil in the amount of $605,000.

NET SALES

Revenue in the third quarter year to date 2003 decreased from $21,224,000
to $20,614,000, a 2.9% decrease compared to the previous year primarily due to
the reduced sales to the Foodservice and Military channel in the USA. A summary
of the Companys operations by region and by business channel is shown below.

Total third quarter YTD sales by region are as follows (Norway inter-company
sales are eliminated):

|                            |  |                 |            |                 |  |         |            |         |  |   |            |   |  |  |       |   
|--------------------------- |  | --------------- | ---------- | --------------- |  | ------- | ---------- | ------- |  | - | ---------- | - |  |  | ----- | --
|                            |  | YTD Fiscal 2003 |            | YTD Fiscal 2002 |  | $Change |            | %Change
|                            |  |                 |            |                 |  |         |            |        
|USA                         |  | $               | 11,870,000 |                 |  | $       | 13,582,000 |         |  | $ | (1,712,000 | ) |  |  | (12.6 | %)
|Norway                      |  |                 | 776,000    |                 |  |         | 610,000    |         |  |   | 166,000    |   |  |  | 27.2  | % 
|France                      |  |                 | 7,968,000  |                 |  |         | 7,032,000  |         |  |   | 936,000    |   |  |  | 13.3  | % 
|                            |  |                 |            |                 |  |         |            |         |  |   |            |   |  |  |       |   
|Total Product Sales Revenue |  | $               | 20,614,000 |                 |  | $       | 21,224,000 |         |  | $ | (610,000   | ) |  |  | (2.9  | %)
|                            |  |                 |            |                 |  |         |            |         |  |   |            |   |  |  |       |   

USA SALES

Total year to date third quarter USA sales by business channel is as follow:

|                  |  |                 |            |                 |  |         |            |         |  |   |            |   |  |  |       |   
|----------------- |  | --------------- | ---------- | --------------- |  | ------- | ---------- | ------- |  | - | ---------- | - |  |  | ----- | --
|                  |  | YTD Fiscal 2003 |            | YTD Fiscal 2002 |  | $Change |            | %Change
|                  |  |                 |            |                 |  |         |            |        
|Foodservice       |  | $               | 3,322,000  |                 |  | $       | 4,403,000  |         |  | $ | (1,081,000 | ) |  |  | (24.6 | %)
|On Board Services |  |                 | 6,180,000  |                 |  |         | 6,061,000  |         |  |   | 119,000    |   |  |  | 2.0   | % 
|Retail            |  |                 | 1,104,000  |                 |  |         | 583,000    |         |  |   | 521,000    |   |  |  | 89.4  | % 
|Military          |  |                 | 691,000    |                 |  |         | 1,943,000  |         |  |   | (1,252,000 | ) |  |  | (64.4 | %)
|New Business/NRC  |  |                 | 573,000    |                 |  |         | 592,000    |         |  |   | (19,000    | ) |  |  | (3.2  | %)
|                  |  |                 |            |                 |  |         |            |         |  |   |            |   |  |  |       |   
|Total             |  | $               | 11,870,000 |                 |  | $       | 13,582,000 |         |  | $ | (1,712,000 | ) |  |  | (12.6 | %)
|                  |  |                 |            |                 |  |         |            |         |  |   |            |   |  |  |       |   

Fiscal 2003 YTD third quarter Foodservice sales decreased $1,081,000 to
$3,322,000 from previous YTD sales of $4,403,000. The decrease is attributed to
decreased distributor sales to hotel events, convention centers and sales to
theme parks.

Fiscal 2003 YTD third quarter On Board Service sales increased $119,000 to
$6,180,000 from previous YTD sales of $6,061,000. The increase is primarily
attributed to increased sales to Amtrak. Most of the major airlines are still
cutting back cost and the Company is experiencing a slow return to volumes of
previous years.

Fiscal 2003 YTD third quarter retail sales increased $521,000 to $1,104,000
from previous YTD sales of $583,000. The increase was attributable to the
continued product roll-out of premium frozen food products to the frozen packed
and in-store deli markets as well as to a Co-Pack agreement for frozen salmon
for re-sale to retailers during the third quarter of fiscal 2003.

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Fiscal 2003 YTD third quarter Military sales decreased $1,252,000 to $691,000
from previous YTD sales of $1,943,000. The decrease is attributed to
fluctuating changes in order patterns associated with the rapid re-assignment
of navy carriers.

Fiscal 2003 YTD third quarter New Business sales decreased $19,000 to $573,000
from previous YTD sales of $592,000. The decrease is attributed to market
testing of products to national restaurant chains as well as to the lower sales
through the Fiveleaf website.

NORWAY SALES

Total fiscal year 2003 YTD Value of Norwegian shipments (includes inter-company
sales):

|                           |  |                     |            |                     |  |        |            |         |  |  |            |   |  |  |      |   
|-------------------------- |  | ------------------- | ---------- | ------------------- |  | ------ | ---------- | ------- |  |  | ---------- | - |  |  | ---- | --
|                           |  | Fiscal 2003         |            | Fiscal 2002         |  |        |            |         |  |  |            |  
|                           |  | YTD Norway Q3 Sales |            | YTD Norway Q3 Sales |  | Change |            | %Change
|                           |  |                     |            |                     |  |        |            |        
|Sales in US Dollars        |  |                     | 2,972,000  |                     |  |        | 2,609,000  |         |  |  | 363,000    |   |  |  | 13.9 | % 
|Sales in Norwegian
Kroners |  |                     | 21,708,000 |                     |  |        | 23,306,000 |         |  |  | (1,598,000 | ) |  |  | (6.9 | %)
|Average Exchange Rate      |  |                     | 7.304      |                     |  |        | 8.933      |         |  |  |            |   |  |  |      |   

The third quarter YTD sales from Norway in US Dollars increased 13.9%. However,
the shipment volume in Norwegian Kroner decreased by 6.9% due to the lower
demand for salmon primarily in the USA. The USA sales dollar value increase
resulted from the increase in the value of the Norwegian Kroner versus the US
Dollar during the reporting period.

FRANCE SALES

Total fiscal year 2003 YTD Sales from France:

|                      |  |                     |           |                     |  |        |           |         |  |  |         |   |  |  |      |   
|--------------------- |  | ------------------- | --------- | ------------------- |  | ------ | --------- | ------- |  |  | ------- | - |  |  | ---- | --
|                      |  | Fiscal 2003         |           | Fiscal 2002         |  |        |           |         |  |  |         |  
|                      |  | YTD France Q3 Sales |           | YTD France Q3 Sales |  | Change |           | %Change
|                      |  |                     |           |                     |  |        |           |        
|Sales in US Dollars   |  |                     | 7,968,000 |                     |  |        | 7,032,000 |         |  |  | 936,000 |   |  |  | 13.3 | % 
|Sales in EURO         |  |                     | 7,828,000 |                     |  |        | 7,926,000 |         |  |  | (98,000 | ) |  |  | (1.2 | %)
|Average Exchange Rate |  |                     | 0.982     |                     |  |        | 1.127     |         |  |  |         |   |  |  |      |   

The third quarter YTD US dollar value of sales from Cuisine Solutions France
increased $936,000 to $7,968,000 from previous years YTD sales of $7,032,000.
The YTD sales in EURO decreased EURO 98,000 to EURO 7,828,000 from previous YTD
sales of EURO 7,926,000. The USA sales dollar value increase resulted from the
increase in the value of the EURO versus the US Dollar during the reporting
period.

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##### Table of Contents



Total Fiscal Year 2003 year to date third quarter sales by sales channel
were as follows:

|                  |  |             |           |             |  |         |           |         |  |   |         |  |  |  |       |  
|----------------- |  | ----------- | --------- | ----------- |  | ------- | --------- | ------- |  | - | ------- |  |  |  | ----- | -
|                  |  | YTD Q3 FY03 |           | YTD Q3 FY02 |  | $Change |           | %Change
|                  |  |             |           |             |  |         |           |        
|Food Service      |  | $           | 3,157,000 |             |  | $       | 2,548,000 |         |  | $ | 609,000 |  |  |  | 23.9  | %
|On Board Services |  |             | 1,266,000 |             |  |         | 1,252,000 |         |  |   | 14,000  |  |  |  | 1.1   | %
|Retail            |  |             | 3,499,000 |             |  |         | 3,219,000 |         |  |   | 280,000 |  |  |  | 8.7   | %
|New Business      |  |             | 46,000    |             |  |         | 13,000    |         |  |   | 33,000  |  |  |  | 253.8 | %
|                  |  |             |           |             |  |         |           |         |  |   |         |  |  |  |       |  
|Total             |  | $           | 7,968,000 |             |  | $       | 7,032,000 |         |  | $ | 936,000 |  |  |  | 13.3  | %
|                  |  |             |           |             |  |         |           |         |  |   |         |  |  |  |       |  

GROSS MARGINS

A comparison of net sales, gross margin percentages and losses from
operations follows:

|                        |  |                        |        |          |  |   |        |  
|----------------------- |  | ---------------------- | ------ | -------- |  | - | ------ | -
|                        |  | Year to Date          
|                        |  |                       
|                        |  | April 5,               |        | April 6,
|                        |  | 2003                   |        | 2002    
|                        |  |                        |        |         
|                        |  | (Dollars in thousands)
|Net sales               |  | $                      | 20,614 |          |  | $ | 21,224 |  
|Gross margin percentage |  |                        | 16.8   | %        |  |   | 14.7   | %
|Loss from operations    |  | $                      | (2,990 | )        |  |   | (3,493 | )

Total consolidated gross margins increased to 16.8% year to date fiscal
2003 third quarter compared with 14.7% a year ago. The gross margin increase
was a result of the reduced fixed overhead cost after the restructuring during
the past year including the effect from the refocus of the global operations
management resulting in lower cost of goods. The reclassification of operations
management expenses amounted to $516,000 YTD and was included under Selling and
Administrative expenses, whereas $474,000 of similar cost were included in Cost
of goods sold last year. The consolidated gross margin would have been 14.3%
year to date fiscal 2003 third quarter if the above reclassification would have
been considered under Cost of goods sold. Management is confident that the
return to larger sales volume with its impact to fixed costs and continued
aggressive cost management will result in higher gross margins.

Selling and Administrative Expenses

|                                 |  |                        |       |          |  |   |       | 
|-------------------------------- |  | ---------------------- | ----- | -------- |  | - | ----- | 
|                                 |  | Year to Date          
|                                 |  |                       
|                                 |  | April 5,               |       | April 6,
|                                 |  | 2003                   |       | 2002    
|                                 |  |                        |       |         
|                                 |  | (Dollars in thousands)
|Selling and administrative costs |  | $                      | 6,040 |          |  | $ | 6,163 | 

A comparison of YTD selling and general administrative costs by plant was as
follows:

|                    |  |             |           |             |  |         |           |         |  |   |          |   |  |  |      |   
|------------------- |  | ----------- | --------- | ----------- |  | ------- | --------- | ------- |  | - | -------- | - |  |  | ---- | --
|                    |  | YTD Q3      |           | YTD Q3      |  |         |           |         |  |   |          |  
|                    |  | Fiscal 2003 |           | Fiscal 2002 |  | $Change |           | %Change
|                    |  |             |           |             |  |         |           |        
|USA                 |  | $           | 4,899,000 |             |  | $       | 5,236,000 |         |  | $ | (337,000 | ) |  |  | (6.4 | %)
|Norway              |  |             | 35,000    |             |  |         | 20,000    |         |  |   | 15,000   |   |  |  | 75.0 | % 
|France              |  |             | 1,106,000 |             |  |         | 907,000   |         |  |   | 199,000  |   |  |  | 21.9 | % 
|                    |  |             |           |             |  |         |           |         |  |   |          |   |  |  |      |   
|Total SG&A Expenses |  | $           | 6,040,000 |             |  | $       | 6,163,000 |         |  | $ | (123,000 | ) |  |  | (2.0 | %)
|                    |  |             |           |             |  |         |           |         |  |   |          |   |  |  |      |   

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Selling and administrative expenses decreased $123,000 or 2.0% for year to
date third quarter of fiscal 2003 versus the third quarter of fiscal 2002.
Expenses as a percent of sales were 29.3% for year to date third quarter of
fiscal 2003 versus 29.0% in fiscal 2002. The decrease was due to the aggressive
cost management and attributed to the reduction of sales and administrative
staff partly compensated by the reallocated cost for global operations
management out of Cost of Goods in the amount of $516,000. Considering the
above, the real SG&A cost reduction was $639,000 or 10.4% on a consolidated
basis and $853,000 or 16.3% for the USA compared to the previous year. SG&A
expenses in France increased due to the increased sales volume and cost related
to the acquisition of the new distribution plant. Expenses as a percent of
sales were 13.9% for the French subsidiary year to date third quarter of fiscal
2003 versus 12.9% in fiscal 2002.

Depreciation and Amortization

Depreciation and amortization decreased $198,000 to $744,000 for year to
date third quarter of fiscal year 2003, compared with $942,000 for the same
period a year ago. The decrease is related to equipment reaching its useful
life and correspondingly has been fully depreciated.

Non-operating Income and Expense

Investment income consists of returns earned on funds invested in
corporate bonds and treasury bills. Management maintains these funds in a trust
account with the majority of the funds invested in government securities. The
Company realized a gain of $52,000 on the sale of investments YTD third quarter
of fiscal year 2003.

Interest expense relates to the borrowings by the Companys French and
Norwegian subsidiaries. At April 5, 2003, the Company had borrowings of
approximately $3,088,000, bearing interest at rates ranging from 5.6 % to 9.5%.
The majority of these borrowings of $2,579,000 was through its Norwegian
subsidiary and includes an outstanding principal amount of $1,143,000 for the
capital lease on the building in Norway and $1,328,000 in a working capital
line of credit. The Company plans to reduce the working capital line of credit
with Den norske Bank to lower the interest expense for Cuisine Solutions
Norway. Cuisine Solutions France has a remaining principal balance on a term
loan in the amount of $61,000 at 5.6% obtained to finance a plant expansion and
elimination of factoring. The original loan amount equated to approximately
$500,000 in September 1998. The loan is due September 2003. Additionally,
Cuisine Solutions France entered in December 2000 into a five-year capital
lease obligation for a cooking machine with an initial principal amount of
$428,000 and 6% interest on the outstanding balance of the loan. The current
portion of this loan is $107,000 and the total outstanding principal amounts to
$250,000 at April 5, 2003. In October 2002, Cuisine Solutions France did enter
into a ten year term loan to finance the acquisition of land and a building for
a distribution plant in the amount of $195,000. This loan bears interest of
5.7% and is due in October 2012. The current portion of this loan is $16,000
and the total outstanding principal amounts to $198,000 at April 5, 2003. The
total debt, at April 5, 2003 and June 29, 2002 was as follows:

|                   |  |                    |  |                       |  |             |           |             |  |   |           | 
|------------------ |  | ------------------ |  | --------------------- |  | ----------- | --------- | ----------- |  | - | --------- | 
|                   |  |                    |  |                       |  | 2003 Q3     |           | 2002       
|                   |  |                    |  |                       |  | Principal   |           | Principal  
|Lender             |  | Description        |  | Maturity              |  | Outstanding |           | Outstanding
|                   |  |                    |  |                       |  |             |           |            
|Den norske Bank    |  | Overdraft Facility |  | Six months, renewable |  | $           | 1,328,000 |             |  | $ | 1,185,000 | 
|SND                |  | Term Loan          |  | February 1, 2006      |  |             | 108,000   |             |  |   | 140,000   | 
|Hjelmeland Kommune |  | Capital Lease      |  | June 1, 2014          |  |             | 1,143,000 |             |  |   | 1,153,000 | 
|CDN                |  | Term Loan          |  | September 25, 2003    |  |             | 61,000    |             |  |   | 138,000   | 
|NORBAIL            |  | Capital Lease      |  | November 20, 2005     |  |             | 250,000   |             |  |   | 308,000   | 
|CDN                |  | Term Loan          |  | October 22, 2012      |  |             | 198,000   |             |  |   |          | 
|                   |  |                    |  |                       |  |             |           |             |  |   |           | 
|                   |  |                    |  | Total                 |  |             | 3,088,000 |             |  |   | 2,924,000 | 
|                   |  |                    |  | Less current portion  |  |             | 1,707,000 |             |  |   | 1,585,000 | 
|                   |  |                    |  |                       |  |             |           |             |  |   |           | 
|                   |  |                    |  | Non-current portion   |  | $           | 1,381,000 |             |  | $ | 1,339,000 | 
|                   |  |                    |  |                       |  |             |           |             |  |   |           | 

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The Company believes that the carrying values of the amounts outstanding under
the above debt instruments approximate fair value.

Provision for Taxes

No provision for income taxes was made during the third quarter of fiscal
2003.

Impact of Inflation and the Economy

Variations in labor and ingredient costs can significantly affect the
Companys operations. Many of the Companys employees are paid hourly rates
related to, but generally higher than the federal minimum rates.

The Companys sales pricing structure allows for the fluctuation of raw
material prices. As a result, market price variations do not significantly
affect the gross margin realized on product sales. Customer sensitivity to
price changes can influence the overall sales of individual products. In the
event of accelerated commodity price increases, the Company may suffer a
short-term loss since customers cannot accept multiple price changes in short
periods of time. The Company will continue to investigate larger purchase
contracts for key raw materials where pricing to the customer can also be
contracted.

The Companys costs of its Norwegian subsidiary are denominated in
Norwegian Kroner. Sales of products from its Norwegian subsidiary are made in
the currency of the purchasing jurisdiction and are subsequently recorded in
Norwegian Kroner. The Company plans to change the billing from Norwegian Kroner
to the EURO to reduce the exchange rate risk and to minimize the financing cost
of the Norwegian susbsidiary. The Company does engage in forward contracts for
Norway shipments to the USA where these shipments are predictable with the
objective of protecting planned profit margins. The USA does not purchase
product from France and therefore, does not have any exposure to foreign
exchange other than translation adjustments during consolidations.

During the previous fiscal year the sales to Airline accounts were
approximately 36% of total revenues and sales to the Foodservice Industry 34%,
primarily to hotel restaurant and banquets. Both of these industries have been
affected due to the decreased travel related to the September 11, 2001 tragedy
in the United States of America. Management is confident that the business
cycle will swing back as well as possibly offer new opportunities for the
Company. Management has initiated significant cut backs and is re-directing
sales efforts to other business channels.

Management cannot predict what the final outcome may be or the return to
normal business travel, nor can it completely identify all of the potential new
opportunities that may be available.

Liquidity and Capital Resources

At April 5, 2003, the Companys combined total of cash and short-term
investment balances was $941,000, compared with $1,958,000 at June 29, 2002.
This decrease is the result of the operating loss, the decrease in investments
partly compensated by the increase in accounts payable and accruals. The
Company held long term investments of $1,721,000 and $2,608,000 at April 5,
2003 and June 29, 2002, respectively, with maturities greater than one year.
Long term investments include US Treasury Notes and corporate bonds of which
1,450,000 notes with a current market value of $1,558,000 are used as
collateral for the Standby Letter of Credit to secure the overdraft facility of
the Norwegian subsidiary. There are no other restrictions on cash balances at
the end of the fiscal 2003 third quarter. Subsequent to the third quarter, the
Company is in process to reduce the cash collateral for the Standby Letter of
Credit by reducing the overdraft facility of the Norwegian subsidiary with the
intent to reduce the financing cost at high interest rates in Norway.

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Net cash used by operations amounted to $1,320,000 for year to date 2003,
compared to cash provided of $1,408,000 a year ago. Cash in the amount of
$139,000 was provided by investing activities, largely due to the sale of
investments of corporate bonds to finance operations. Cash in the amount of
$164,000 was provided by financing activities primarily as a result of the
additional loan to finance the distribution plant in France.

The Companys Norwegian subsidiary has secured a working capital
commitment for its liquidity needs in Norway in the form of an overdraft
facility. As of April 5, 2003, $1,328,000 was outstanding under this overdraft
facility. The maximum amount available under line of credit is currently
$1,352,000. As indicated above, the Company plans to reduce the overdraft
facility to reduce the financing cost of the Norwegian subsidiary by granting a
short-term loan from Cuisine Solutions France at a lower market rate in EURO
compared to the high interest rate in Norway.

Future Prospects

Marketing Efforts

For the balance of fiscal year 2003, the Companys strategy will involve
stabilizing the business to the existing customers and increasing the Cuisine
Solutions market share while exploring new opportunities of pre-prepared frozen
entrees in the banquet, airline, rail and retail industries. During the third
quarter of fiscal 2003, management pursued further opportunities to present
Cuisine Solutions product to the military and retail chains. The further
product roll out of the retail packaged product line under the Cuisine
Solutions Brand to the US retail market was achieved during the third quarter.
The Company continues to pursue the strategy in retail private packaged meals
(fresh and frozen) and sales effort and resources are directed towards more
profitable channels. Cuisine Solutions France was able to increase the
productivity of the plant, added further national key accounts to the
Foodservice and the On Board Services channel as well as additional products to
existing retail key accounts.

Foodservice

The Foodservice channel will continue to manage the hotel restaurant menu
program while working to reduce distribution costs of shipping direct to
hotels. The fiscal 2003 strategy involves the continued penetration into large
key national accounts, banquet centers and casinos. Demand for foodservice
product in France increased significantly and expects further growth for the
balance of fiscal 2003 due to the continued customer satisfaction with the
quality and variety of product offered by the Company.

On Board Services

On Board Services was highly affected by the recent slowdown of the travel
industry, and specifically by the cost saving programs of the major airlines in
the USA. Cuisine Solutions plans to continue with the sales strategy to return
to sales growth by a continued push for USA accounts and a new focus on the
European airline market. As the airline and related support industries
consolidate their workforce, Management will explore every opportunity to make
Cuisine Solutions product available to the industry to allow airlines to
continue to provide high quality first class and business class meals, but with
greater flexibility and less labor using the Cuisine Solutions product line.
Buy-on-Board meals is one among other solutions offered to the industry.

Retail

Retail objectives include the further penetration into the USA in-store
deli of targeted retailers as well as the completion of the product rollout of
premium frozen retail products into the USA and French market. The benefit of
retail sales includes high volume potential, economies of scale from production
and lower distribution and administrative cost per sales order. Management
initiated a strategic effort into retail sales in order to diversify the sales
channels of the Company and to provide the opportunity for large volume sales
that would increase the efficiency of the total Company product line.

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France

Cuisine Solutions France has experienced significant growth during the
last three years and contributed with its profits to the Companys cash flow
since the acquisition by Cuisine Solutions in 1999. Management will continue
with its strategic plan to expand the selling efforts not only to France but as
well as to other European countries, especially Germany and the United Kingdom.
Although the overall travel industry suffered declines during the past fiscal
year, Management credits the thirty-five hour work week rule and its impact on
labor cost in France for the increase in demand for the Foodservice channel,
the successful product rollout of premium frozen packaged products to retailers
as well as aggressive cost control for the delivery a positive net income in
France.

Cuisine Solutions France will continue to pursue additional product line
expansion into the On Board Services and retail market and attempt to increase
its market share and product facings.

Chile

On June 12, 2001, the Company signed an agreement to create a partnership
to build a sous vide processing facility in Chile. The purpose of the facility
would be to produce high quality, value priced whitefish, shellfish and salmon
products in Chile for the Global Retail and Foodservice markets. Cuisine
Solutions, Inc. initially was to sell the Norwegian facility to the Chilean
Group as sole investment required to own 48% of the new joint venture, Cuisine
Solutions Chile. The agreement was terminated without any prejudice between the
partners during the third quarter of fiscal year 2003 due to administrative
difficulties. However, the partners together continue with the development of
the facility in Chile. A new agreement has not been signed between the partners
yet but is expected before the opening of the new plant in fiscal 2004.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The principal market risks (i.e. the risk of loss arising from adverse
changes in market rates and prices) to which we are exposed are:

Interest rates, foreign exchange rates, sales and marketing.

Interest rate exposure:

The Companys exposure to market risk for changes in interest rates
relates primarily to the Companys investment and debt portfolio. The Company
has not used derivative financial instruments in its investment portfolio. The
Company places its investments with high quality issuers. A portion of the debt
portfolio has fluctuating interest rates, which change with changes in the
market.

Foreign Currency Risk:

The majority of the Companys sales are denominated in U.S. Dollars,
thereby limiting the Companys risk to changes in foreign currency rates. The
Norwegian subsidiarys sales are denominated in Norwegian Kroner while the
French subsidiary reports in EURO. As currency exchange rates, translation of
the income statements of the Norway and French operations into U.S. Dollars
affects year-over-year comparability of operating results. Sales, which are
subject to these foreign currency fluctuations, are currently 42% of the
Companys sales. The net assets of the subsidiaries are approximately 42% of
the Companys net assets. The Company does currently not enter into hedges to
minimize volatility of reported earnings because it does not believe it is
justified by the exposure or the cost.

Sales and Marketing Risks:

The future performance of the Companys efforts will depend on a number of
factors. One is the recovery of the travel industry, and specifically the
airlines, which have been a major source of Cuisine Solutions revenue and
formal business strategy. The others involve the introduction and roll-out of
new product lines into the Retail sector. Cuisine Solutions Management has
positioned additional focus on the opportunities available in the retail sector
and the success rate will be contingent upon market acceptance of the product
line, price points and execution of its marketing strategy under limited
budgets and resources.




Item 4.  Controls and Procedures

Within 90 days prior to this report, Management carried out an evaluation
of the effectiveness of the design and operation of the Companys disclosure
controls and procedures, pursuant to Exchange Act Rule 13a-14 and 15d-14. Based
on the foregoing, the Principal Executive Officer and Principal Financial
Officer concluded that the Companys disclosure controls and procedures are
effective to timely alert them to any material information relating to the
Company that must be included in the Companys periodic SEC filings. In
addition, there have been no significant changes in the Companys internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of the most recent evaluation.

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CUISINE SOLUTIONS, INC.

PART II: OTHER INFORMATION




Item 1.  Legal Proceedings.

The Company filed a civil lawsuit in the Federal District Court of
Brasilia against the controlling partner in the joint venture, Cuisine
Solutions do Brasil Ltda, as a result of the Brazilian partners failure to
disclose financial information and operating results of Cuisine Solutions do
Brasil Ltda to Cuisine Solutions Inc. according to both the joint venture
agreement and Brazilian law. Management cannot predict a judgment from this
lawsuit before the end of fiscal year 2003.

There are no other material pending legal proceedings, other than
ordinary, routine litigation incidental to the Companys business, to which the
Company is a party or to which any of its property is subject. Management does
not believe that any amounts it may be required to pay by reason thereof will
have a material effect on the Companys financial position or results of
operations.




Item 5.  Other Events

On May 1, 2003, David Jordan resigned from the Companys Board of
Directors due to conflicting professional responsibilities with his employer.

On May 14, 2003, Robert Murphys employment as COO of Cuisine Solutions
was terminated to further reduce the Companys cost at its US operation.
Subsequently, Mr. Murphy resigned from the Board of Directors of the Company.




Item 7.  Financial Statements and Exhibits

EXHIBIT 99.2 (Press Release dated May 20, 2003)

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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 hereunto duly authorized.



| | CUISINE SOLUTIONS, INC.
| | -----------------------



|Date: May 20, 2003 | By: /s/  Stanislas Vilgrain
Stanislas Vilgrain
President and CEO
|------------------ | ----------------------------------------------------------------



| | By: /s/  Andreas Pfann
Andreas Pfann
Chief Financial Officer,
Treasurer and
Corporate Secretary
| | -----------------------------------------------------------------------------------------------

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CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

I, Stanislas Vilgrain, certify that:

1.     I have reviewed this report on Form 10-Q of Cuisine Solutions, Inc.;

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 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 functions):

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 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.

Date: May 20, 2003

/s/ Stanislas Vilgrain
Stanislas Vilgrain
President and Chief Executive Officer
(Principal Executive Officer)





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I, Andreas Pfann, certify that:

1.     I have reviewed this report on Form 10-Q of Cuisine Solutions, Inc.;

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 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 functions):

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 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.

Date: May 20, 2003

/s/ Andreas Pfann
Andreas Pfann
Chief Financial Officer, Treasurer
and Corporate Secretary
(Principal Financial and Accounting Official)