<PAGE>

                                  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 6, 2002
                                               -------------

                                      OR

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

        For the transition period from              to
                                       ------------    --------------


                        Commission File Number 0-12800

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

                DELAWARE                                52-0948383
                --------                                ----------
     (State or other jurisdiction of      (IRS Employer Identification Number)
                        incorporation or organization)

              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 17, 2002.

                  COMMON STOCK 0.01 PAR VALUE         NUMBER OF SHARES
                  ---------------------------         ----------------
                          CLASS A                         15,824,588
                          CLASS B                            NONE





                                      1
<PAGE>






                           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


<PAGE>


                           CUISINE SOLUTIONS, INC.
                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        (UNAUDITED)
                                                                       --------------------------------
                                                                          Apr. 6,          June 30,
                                                                           2002              2001
                                                                       --------------    --------------
<S>                                                                   <C>               <C>
ASSETS
Current Assets
  Cash and cash equivalents                                             $  1,270,000      $    773,000
  Accounts receivable, trade                                               2,815,000         4,916,000
 Inventory                                                                 4,425,000         6,401,000
 Prepaid expenses                                                            186,000           296,000
 Current portion of notes receivable, related party                            6,000            10,000
 Other current assets                                                        610,000           415,000
                                                                       --------------    --------------
   TOTAL CURRENT ASSETS                                                    9,312,000        12,811,000

Investments, noncurrent                                                    2,541,000         2,491,000
Fixed assets, net                                                          4,985,000         5,051,000
Note receivable, officer and related party,
  including accrued interest, less current portion                            28,000           450,000
Investments and Advances in Cuisine Solutions Brazil                         392,000           944,000
Other assets                                                               1,044,000         1,014,000
                                                                       --------------    --------------
   TOTAL ASSETS                                                         $ 18,302,000      $ 22,761,000
                                                                       ==============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Current portion of long-term debt                                        1,123,000         1,082,000
  Accounts payable and accrued expenses                                    1,766,000         2,766,000
  Accrued payroll and related liabilities                                  1,324,000           896,000
  Other accrued taxes                                                          6,000             3,000
                                                                       --------------    --------------
     Total current liabilities                                             4,219,000         4,747,000

Long-term debt, less current portion                                       1,384,000         1,500,000
                                                                       --------------    --------------
    Total liabilities                                                      5,603,000         6,247,000
                                                                       --------------    --------------

Stockholders' equity
 Common stock - $.01 par value, 20,000,000 shares authorized,
  15,824,788 shares and 15,578,620 issued and 15,824,588 shares
  and 14,824,588 outstanding at April 6, 2002
  and June 30, 2001 respectively.                                            159,000           157,000
 Class B Stock - $.01 par value, 175,000 shares authorized,
    none issued                                                                    -                 -
 Additional paid-in capital                                               26,284,000        28,333,000
Accumulated deficit                                                      (13,504,000)       (9,367,000)
Accumulated Other Comprehensive Income
 Unrealized gain (losses) on debt and equity investments                     (57,000)         (107,000)
 Cumulative translation adjustment                                          (183,000)         (455,000)
 Treasury stock, at cost (0 at April 6, 2002
  and 822,782 at June 30, 2001 respectively)                                       -        (2,047,000)
                                                                       --------------    --------------
    Total stockholders' equity                                            12,699,000        16,514,000
                                                                       --------------    --------------
Commitments and contingencies

                                                                       --------------    --------------
  Total liabilities and stockholders' equity                            $ 18,302,000      $ 22,761,000
                                                                       ==============    ==============
</TABLE>

See accompanying notes to consolidated financial statements.


F-3


<PAGE>




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


<TABLE>
<CAPTION>
                                                          -----------------------------------  ----------------------------------
                                                                          THIRD QUARTER                          YEAR TO DATE
                                                          -----------------------------------  ----------------------------------
                                                                    SIXTEEN WEEKS ENDED                  FORTY WEEKS ENDED
                                                          -----------------------------------  ----------------------------------
                                                              Apr 6,              Mar 31,          Apr 6,             Mar 31,
                                                               2002                2001             2002                2001
                                                          ---------------      --------------  ---------------      -------------
<S>                                                    <C>                     <C>              <C>                 <C>
NET SALES                                                     $7,654,000          $9,305,000      $21,224,000        $27,111,000
Cost of goods sold                                             6,705,000           7,626,000       18,106,000         20,857,000
                                                          -----------------------------------  ----------------------------------
    GROSS MARGIN                                                 949,000           1,679,000        3,118,000          6,254,000

SELLING AND ADMINISTRATION                                     2,115,000           2,350,000        6,163,000          6,517,000
DEPRECIATION AND AMORTIZATION                                    213,000             135,000          448,000            327,000
                                                          -----------------------------------  ----------------------------------
    LOSS FROM OPERATIONS                                      (1,379,000)           (806,000)      (3,493,000)          (590,000)
                                                          -----------------------------------  ----------------------------------

NONOPERATING INCOME (EXPENSE)
    INVESTMENT INCOME                                             47,000              46,000          118,000            152,000
    INTEREST EXPENSE                                             (60,000)            (38,000)        (135,000)          (129,000)
    LOSS IN EQUITY FROM INVESTMENT IN BRAZIL                    (385,000)                            (605,000)                -
    OTHER INCOME (EXPENSE)                                        (2,000)              3,000          (22,000)            13,000
                                                          -----------------------------------  ----------------------------------
        TOTAL  NONOPERATING (EXPENSE) INCOME                    (400,000)             11,000         (644,000)            36,000
                                                          -----------------------------------  ----------------------------------


LOSS FROM OPERATIONS BEFORE INCOME TAX                        (1,779,000)           (795,000)      (4,137,000)          (554,000)
                                                          -----------------------------------  ----------------------------------


                                                          -----------------------------------  ----------------------------------
NET LOSS                                                      (1,779,000)           (795,000)      (4,137,000)          (554,000)
                                                          ===================================  ==================================


BASIC AND DILUTED NET LOSS PER SHARE                              ($0.11)             ($0.05)          ($0.26)            ($0.04)


WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED       15,824,588          14,766,385       15,824,588         14,760,057
                                                          ===================================  ==================================
</TABLE>


See accompanying notes to consolidated financial statements.


F-4


<PAGE>




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

<TABLE>
<CAPTION>
                                                                               -------------------------------------
                                                                                           Year to date
                                                                                         Forty weeks ended
                                                                                   Apr. 6,                Mar. 31,
                                                                                    2002                    2001
                                                                               --------------          -------------
<S>                                                                            <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) Income                                                               $ (4,137,000)           $ (554,000)
Adjustments to reconcile net (loss) income to
  net cash provided by (used in) operating activities
    Depreciation and amortization                                                    942,000               727,000
    Loss on sale of investments                                                         -                  158,000
    Loss in equity from investment in Brazil                                         605,000                  -
    Change in cumulative translation adjustment                                      272,000              (314,000)
    Changes in assets and liabilities:
       Decrease in accounts receivable trade, net                                  2,101,000             1,122,000
       Decrease (Increase) in inventory                                            1,976,000            (1,499,000)
       Decrease (Increase) in prepaid expenses                                       110,000               (24,000)
       Decrease in notes receivable, related party                                   426,000               100,000
       Increase in Investments and Advances in Cuisine Solutions Brazil              (53,000)             (801,000)
       Increase in other assets                                                     (265,000)              (15,000)
       Decrease in accounts payable and accrued expenses                          (1,000,000)           (1,545,000)
       Increase (Decrease) in accrued payroll and related liabilities                428,000              (225,000)
       Decrease in other liabilities                                                    -                   (2,000)
       Increase (Decrease) in other accrued taxes                                      3,000                (6,000)
                                                                               --------------          -------------
  Net cash provided by (used in) operating activities                              1,408,000            (2,878,000)
                                                                               --------------          -------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Sale of investments                                                                  -                2,418,000
   Capital expenditures                                                             (836,000)           (1,001,000)
                                                                               --------------          -------------
  Net cash (used in) provided by investing activities                               (836,000)            1,417,000
                                                                               --------------          -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of stock and stock options                                                         58,000
  Additions to debt                                                                     -                  542,000
  Reductions of debt                                                                 (75,000)                 -
                                                                               --------------          -------------
      Net cash (used) provided by financing activities                               (75,000)              600,000
                                                                               --------------          -------------

      Net increase (decrease) in cash and cash equivalents                           497,000              (861,000)
      Cash and cash equivalents, beginning of period                                 773,000               948,000
                                                                               --------------          -------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $  1,270,000            $   87,000
                                                                               ==============          =============
</TABLE>



See accompanying notes to consolidated financial statements

F-5


<PAGE>

                           CUISINE SOLUTIONS, INC.
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                            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
                             ------------ -------------- --------------- ------------ ---------------  -------------- --------------

                             ------------ -------------- --------------- ------------ ---------------  -------------- --------------
<S>                           <C>         <C>            <C>             <C>          <C>              <C>            <C>
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 YTD 2002
   NET LOSS                                                  (4,137,000)                                                 (4,137,000)
 OTHER COMPREHENSIVE INCOME
   UNREALIZED GAINS (LOSSES)
   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
                             ============ ============== =============== ============ ===============  ============== ==============




                                                            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 24, 2000         $ 156,000   $ 28,276,000    $ (8,506,000)  $  (34,000)     $ (453,000)   $ (2,047,000)  $ 17,392,000
                             ============ ============== =============== ============ ===============  ============== ==============

EXERCISE OF COMMON STOCK
OPTIONS                            1,000         57,000                                                                      58,000
   THIRD QUARTER YTD 2001
   NET LOSS                                                    (554,000)                                                   (554,000)
 OTHER COMPREHENSIVE INCOME
   UNREALIZED GAINS (LOSSES)
   ON DEBT                                                                                                         -              -
   AND EQUITY INVESTMENTS                                                                    395,000                        395,000
   TRANSLATION ADJUSTMENT                             -                     (314,000)                                      (314,000)
   OTHER COMPREHENSIVE
   INCOME/(LOSS)                                                                                                             81,000
                                                                                                                      --------------
COMPREHENSIVE INCOME/(LOSS)                                                                                                (473,000)
                                                                                                                                  -
 TREASURY SHARES PURCHASES                                                                                                        -
                             ------------ -------------- --------------- ------------ ---------------  -------------- --------------
BALANCE, MARCH 31, 2001        $ 157,000   $ 28,333,000    $ (9,060,000)  $ (348,000)     $  (58,000)   $ (2,047,000)  $ 16,977,000
                             ============ ============== =============== ============ ===============  ============== ==============
</TABLE>


F-6
<PAGE>
                           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 2002
and 2001 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:

<TABLE>
<CAPTION>
                                      Apr. 6,    June 30,
                                        2002       2001
-----------------------------------------------------------
<S>                                <C>          <C>
Raw materials                        $1,147,000 $1,401,000

Frozen product & other finished
goods                                 2,969,000  4,718,000

Packing materials & supplies            418,000    385,000
                                     ----------------------

                                      4,534,000  6,504,000

Less obsolescence reserve             (109,000)  (103,000)
                                     ----------------------

                                     $4,425,000 $6,401,000
                                     ======================
</TABLE>

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

     Effective December 16, 1999, in connection with the acquisition of
Nouvelle Carte, a manufacturer of prepared food products located in Louviers,
France, the Company issued 1,500,000 unregistered shares of



                                       7
<PAGE>


the Company's Common Stock to Food Research Corporation, the majority
shareholder of the Company. The shares were issued in exchange for all the
issued and outstanding equity interest in NOUVELLE CARTE FRANCE pursuant to
agreements dated as of October 29, 1999. Pursuant to the Agreement, the
Company also agreed to issue additional Common Stock in an amount to be
determined based upon Nouvelle Carte's operating performance for the two years
ending June 30, 2001. The additional consideration to be paid will be
determined as follows: if Nouvelle Carte's operating income is less than FFr
1,500,000 for the year ended June 30, 2000, no additional shares will be
issued in respect of such year; if operating income is more than FFr
1,500,000, but less than FFr 2,000,000 for such year, 375,000 shares of Common
Stock will be issued; if operating income exceeds FFr 2,000,000 for such year,
500,000 shares of Common Stock will be issued; if Nouvelle Carte's operating
income is less than FFr 2,000,000 for the year ended June 30, 2001, no
additional shares will be issued in respect of such year; if operating income
is more than FFr 2,000,000, but less than FFr 2,500,000 for such year, 375,000
shares of Common Stock will be issued; and if operating income exceeds FFr
2,500,000 for such year, 500,000 shares of Common Stock will be issued.
Accordingly, an aggregate additional 1,000,000 shares of Common Stock are
issuable if the maximum performance targets are achieved for both years. The
purchase price was negotiated between a committee of independent directors of
the Company who are not affiliated with the Company's majority stockholder,
and such majority stockholder, and was intended to approximate the book value
of the net assets acquired.

     The Board of Directors of the Company approved extending the earn-out
target to a combined two-year objective rather than a year-by-year objective.
The subsidiary did not reach the earn-out objective for fiscal year 2000 due
to increased product costs for salmon items. The Board agreed that since
Cuisine Solutions mandated that the French subsidiary use product exclusively
from the Norwegian subsidiary, it affected the operating costs of the French
subsidiary. Therefore, the consolidated target will remain the same but for a
consolidated two-year period.

     Cuisine Solutions France has achieved the target for the 1,000,000 shares
as of June 30, 2001. The additional shares have been issued to the seller
during the third quarter of fiscal year 2002 by using 100% of the Company's
treasury stock and issuance of unregistered common stock.

     On June 12, 2001, the Company signed a letter of intent, whereby they
will exchange their interest in the Norwegian subsidiary for a joint venture
interest in Chile. The agreement has not been closed as the details of the
transaction have not been finalized.

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
weighted average number of shares outstanding related to stock options were
1,374,125. For the periods ended April 6, 2002 the assumed exercise price of
the Company's outstanding stock options are not included in the calculation as
the effect would be anti-dilutive.


                                      8

<PAGE>




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 $1,779,000 for the third
quarter of fiscal 2002 compared to a net loss of $795,000 a year ago. The
significant loss was due to the decline in USA sales which have been
dramatically impacted after the September 11, 2001 terrorist attacks in New
York and Virginia, which in turn impacts distribution cost, and the ability to
cover fixed production overhead costs due to the reduction in production. The
Company was successful in lowering cost by the reduction of personnel in
Alexandria as well as to salary cuts throughout the Company but these cost
reductions could not cover overhead cost due to the decreased sales volume
during the third quarter of fiscal year 2002. In addition to the decrease in
sales demand, the Company recorded an additional recognition of $385,000 of
losses in equity from the investment in Brazil as well as an amortization of
$40,000 for web site development cost after the launch of the FIVELEAF brand
in February 2002.

Revenue in the third quarter 2002 decreased from $9,305,000 to $7,654,000, a
17.7% decrease compared to the previous year due to a sales decline in the
core sales channels On Board Services and Foodservice. The sales decline was
driven by reduced travel and temporary cost saving programs of large
customers, specifically by the airlines, which had a dramatic impact on the
Company's sales after the terrorist attacks in the USA. The weeks following
September 11, 2001 resulted in extremely limited business travel, a major
source of Cuisine Solutions sales revenue via sales to airlines and the hotel
banquet industries. Although the airline industry is cutting back, many of the
cuts are short airline routes on non-meal shuttle flights. In addition,
Management believes the associated travel industry headcount reduction may
increase the dependency on prepared meal solutions due to the flexibility and
reduced need for labor when using Cuisine Solutions pre-prepared meals.

NET SALES

     Third quarter 2002 revenue of $7,654,000 decreased as described above by
17.7% compared to previous years' third quarter revenue of $9,305,000.

<TABLE>
<CAPTION>
                               Q3 FISCAL 2002   Q3 FISCAL 2001    $CHANGE     %CHANGE
                               --------------   --------------    -------     -------
<S>                           <C>               <C>            <C>            <C>
 USA                              $  4,778,000     $  6,141,000 $ (1,363,000)   (22.2%)
 Norway                                290,000           12,000      278,000    2316.7%

 France                              2,586,000        3,152,000     (566,000)   (18.0%)
                               --------------------------------------------------------

Total Product Sales Revenue      $   7,654,000    $   9,305,000 $ (1,651,000)   (17.7%)
                               ========================================================
</TABLE>


USA SALES

     Fiscal year 2002 third quarter sales in the USA decreased $1,363,000 to
$4,778,000, a 22.2% decrease from the previous year third quarter sales of
$6,141,000.


                                       9

<PAGE>



     Cuisine Solutions USA Fiscal Year 2002 third quarter sales by sales channel
were as follows:

<TABLE>
<CAPTION>

                                    Q3 FY02         Q3 FY01       $CHANGE    %CHANGE
                                    -------         -------       -------    -------
<S>                            <C>                <C>            <C>          <C>
Food Service                       $  1,537,000    $  2,455,000  $(918,000)    (37.4%)
On Board Services                     2,003,000       2,938,000   (935,000)    (31.8%)
Retail                                  320,000         255,000      65,000      25.5%
Military                                636,000         343,000     293,000      85.4%
New Business                            282,000         150,000     132,000      88.0%
                                -------------------------------------------------------
TOTAL                             $   4,778,000   $   6,141,000 $(1,363,000)   (22.2%)
                                =======================================================
</TABLE>


     Third quarter fiscal 2002 sales to the USA Foodservice channel totaled
$1,537,000 versus previous year third quarter total of $2,455,000 a decrease
of $918,000 or 37.4%. The decrease was driven by decreased sales to hotel
events and convention centers. The decreased sales margins for the quarter
were partly compensated by the decrease of related sales and marketing
expenses and higher contribution margins. The Foodservice channel currently
provides the highest gross margins to the Company after focusing sales efforts
on key accounts, large events, and using distributors to manage lower volume
opportunities. Cuisine Solutions will continue to increase direct sales via
the call center initiated during fiscal year 2001 as well as through
brokers/distributors in so far neglected sales regions by generating new
accounts. 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.

     Fiscal 2002 third quarter sales to the On Board services channel
decreased 31.8% in the USA to $2,003,000 from the previous year third quarter
sales of $2,938,000. The On Board Services channel is recuperating after the
dramatic impact of order stops from most major airlines after the terrorist
attacks in the USA. Management of Cuisine Solutions will continue to
strengthen the business relationships with most of the major US airlines,
passenger rail lines and harbor cruise lines through continued value and an
increase in service by offering flexible solutions upon the current demand in
the industry. In the meantime, Management has and will continue to initiate
aggressive cost reduction programs and product line changes to meet the
changing needs of the industry.

     Retail sales for the third quarter of fiscal 2002 increased $65,000 to
$320,000 from $255,000 during the same period of the previous year primarily
due to the introduction of the new premium packaged frozen food product line
with a national retailer. Further product rollouts and penetration to targeted
retailers in the USA are anticipated during the fourth quarter of fiscal year
2002 and fiscal year 2003. Cuisine Solutions France has also placed premium
private label products very successfully into the French retail industry, an
industry that is experiencing a significant increase in frozen food sales
versus the traditional demand for fresh products.

     Military sales for the third quarter 2002 increased $293,000 or 85.4% to
$636,000 from $343,000 during the same period in fiscal 2001. Military sales
continue to be managed very successfully via a broker/distributor, adding very
little in terms of sales and administrative expenses. The Company will further
support the growing opportunity for this sales channel which currently has the
highest growth rates as the military faces new challenges to attract and
retain personnel and the demands for ethnic and special foods continue to
increase within the military.

     New Business sales for the third quarter of fiscal year 2002 amounted to
$282,000, up from $150,000 in fiscal 2001. The sales increase of $132,000 is
attributed to sales to national restaurant chains as well as to the successful
launch of the FIVELEAF product line in February 2002. Consumers are now able
to purchase a luxury line of prepared entrees, accompaniments, and desserts
created by an extraordinary consortium of the most distinguished chefs in the
United States over the telephone via call center, by




                                      10
<PAGE>




catalog, and through the FIVELEAF Web site. Ultimately they will also be
available in retail stores, beginning with the retail sites owned and operated
by Omaha Steaks throughout the United States. The Company will continue with
further penetration of product sales to national restaurant chains with
entrees and special meals such as vegetarian dishes as well as with marketing
the FIVELEAF brand throughout the remainder of fiscal year 2002.

NORWAY SALES

     The majority of Norwegian sales, approximately 77.5%, are inter-company
sales to the USA and France. During the third quarter of fiscal 2002, total
Norwegian sales volume decreased 12.2% to 7,971,000 Norwegian Kroner from
9,079,000 Norwegian Kroner during the third quarter of fiscal 2001. The sales
amount converted to US dollars amounted to $895,000 in the third quarter of
fiscal 2002 and $1,020,000 during the third quarter of fiscal 2001 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. Total production and inter-company
sales measured in Norwegian Kroner were down 60% during the third quarter of
fiscal 2002 versus the same period in the previous year. Total Norwegian sales
before inter-company eliminations in both US dollars and Norwegian Kroners
were as follows:

<TABLE>
<CAPTION>
                              FISCAL 2002      FISCAL 2001
                            NORWAY Q3 SALES  NORWAY Q3 SALES    CHANGE     %CHANGE
                            ---------------  ---------------    ------     -------
<S>                        <C>                <C>            <C>          <C>
Sales in US Dollars                  895,000        1,020,000  (125,000)     (12.3%)

Sales in Norwegian Kroners         7,971,000        9,079,000 (1,108,000)    (12.2%)

Average Exchange Rate                  8.906            8.901

</TABLE>

     The decrease in sales is primarily caused by the decreased demand of raw
materials from Cuisine Solutions USA due to the reduced business volume during
the third quarter of fiscal year 2002. Cuisine Solutions has included many
salmon items in its retail and Foodservice presentations and anticipates an
increase in sales of salmon in the fourth quarter of fiscal year 2002.

FRANCE SALES

     The total fiscal year 2002 third quarter sales during this period in US
dollars were $2,586,000 versus previous year sales of $3,152,000, a reported
decrease of $566,000 or 18.0%. Cuisine Solutions France changed its local
reporting currency from French francs to the EURO effective with the beginning
of fiscal year 2002. Sales in EURO during the same period were EURO 2,947,000
versus EURO 3,427,000 respectively, a decrease of 14.0%. The differences in
the decrease are due to the US dollar-EURO fluctuations in the exchange rate
for the respective periods.

     Cuisine Solutions France fiscal year 2002 third quarter sales compared to
prior year third quarter and respective exchange rates are as follows:

<TABLE>
<CAPTION>
                                FISCAL 2002       FISCAL 2001
                              FRANCE Q3 SALES   FRANCE Q3 SALES    CHANGE    %CHANGE
                              ---------------   ---------------    ------    -------
<S>                           <C>              <C>              <C>        <C>
Sales in US Dollars                   2,586,000        3,152,000  (566,000)    (18.0%)

Sales in EURO                         2,947,000        3,427,000  (480,000)    (14.0%)

Average Exchange Rate                     1.140            1.087
</TABLE>



                                      11
<PAGE>


     Cuisine Solutions France sales were lower for the third quarter primarily
due to lower Retail and On Board Services sales, but the Company experienced
continued growing demand in the foodservice sector. 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 new
mandated work hour rules.

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 markets product in the Mercusor market. 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. No management income was earned during the third quarter of fiscal
2002.

     As of April 6 2002 the investment consisted of advances, Accounts
Receivables for services performed and a loan in the amount of $763,000 that
has been granted during the second quarter of 2001. The loan bears interest at
the London Interbank Offered Rate ("LIBOR") plus spread accepted by the
Central Bank of Brazil at the time of repayment. The loan must be repaid
within one year with the option to convert it into equity and controlling
interest of the Brazilian Company. The loan is currently in default and
management is in negotiations for repayment. The Company recorded a $385,000
write-off of the investment during the third quarter of fiscal year 2002 under
"Loss in equity from investments in Brazil" and as a reduction of "Investment
and Advances in Brazil", which represents about 50% of the remaining
investment balance, due to uncertainty in the current negotiations.
Accumulated losses of Cuisine Solutions Brazil Ltda. from the date of
inception August 7, 1998 through December 15, 2001 approximated to $2,255,000.
Fiscal 2002 third quarter results of Cuisine Solutions Brazil Ltda. were not
available to the Company. Management can not predict the final outcome of the
negotiations and may consider an additional impairment of the remaining
investment balance during the fourth quarter of fiscal year 2002.

GROSS MARGINS

<TABLE>
<CAPTION>
                                                                  QUARTER ENDED
                                                                  -------------
                                                              APR. 6,     MAR. 31,
                                                               2002        2001
                                                               ----        ----
                                                             (dollars in thousands)
<S>                                                   <C>            <C>
Net sales................................................$  7,654      $   9,305
Gross margin percentage    ...............................  12.4%          18.0%

Loss from operations                                     $ (1,379)     $   (806)
</TABLE>

     Gross margins decreased in the USA due to lower production and fixed cost
absorption as well as increased distribution costs as sales were drastically
lower after the September 11, 2001 terrorist attacks. Management has cut back
on production to reduce the inventories as well as initiated large scale cut
back to reduce operating expenses without impairing the Company to grow when
demand grows.

     Gross margins in France has been steady during the third quarter but are
down two percent to last year as a result of increased demand for lower margin
product during fiscal year 2002.

     Gross margins for the plant in Norway are overall negative for the third
quarter of fiscal 2002 due to the significant decrease in sales and the
immediate subsequent reduction in production affected the ability to cover
fixed production overhead costs. However, management reduced inventory levels
by more then 50%




                                      12
<PAGE>


to a minimum level and was able to return to positive gross margins at the end
of the third quarter of fiscal year 2002.

     Cuisine Solutions management is confident that larger sales volume in the
USA with its impact to fixed costs and continued aggressive management will
allow the Company to return to an average gross margin of more than 25%. The
gross margin in France is expected to stay at approximately 20% due to heavy
price competition without plans to complete any capital improvements by the
close of fiscal year 2002.

SELLING AND ADMINISTRATIVE EXPENSES

A comparison of selling and general administrative costs follows:

<TABLE>
<CAPTION>
                                                                         QUARTER ENDED
                                                                         -------------
                                                                     APR. 6,       MAR. 31,
                                                                      2002           2001
                                                                      ----           ----
                                                                    (dollars in thousands)
<S>                                                               <C>           <C>
Selling and administrative costs..................................  $  2,115      $  2,350
</TABLE>

        Selling and administrative expenses decreased $235,000 in the third
quarter of fiscal 2002 versus the third quarter of fiscal 2001. Expenses as a
percent of sales were 27.6% in the third quarter of fiscal 2002 versus 25.3%
in fiscal 2001. The decrease in the dollars spent was due to the significant
reduction in overhead cost as well as decreased travel expenses. Management
does continue to push for reduction of selling and administrative expenses and
initiated further significant cost reduction projects subsequently to the
sales decrease in the USA.

DEPRECIATION AND AMORTIZATION

        Depreciation and amortization increased $132,000 to $409,000 for the
third quarter of fiscal year 2002, compared with $277,000 for the same period
a year ago as a result of equipment and leasehold improvements added to the
facilities in the USA and France during the end of fiscal year 2001 as well as
during fiscal year 2002. In addition, the Company started to amortize the
capitalized web site development cost related to the FIVELEAF brand during the
third quarter of fiscal year 2002 and recorded an amortization of $40,000
after the launch of the website in February 2002. The Company intends to
amortize total capitalized cost related to the web site straight line over 3
years.

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.

       Interest expense relates to the borrowings relating to the Company's
U.S., Norwegian subsidiary including the Norwegian capital lease and the
French subsidiary. At April 6, 2002, the Company had borrowings of
approximately $2,507,000, bearing interest at rates ranging from 5.5% to 9.9%.
The majority of these borrowings of $2,065,000 was through its Norwegian
subsidiary and includes an outstanding principle amount of $1,126,000 for the
capital lease on the building in Norway and $939,000 in a working capital line
of credit. Cuisine Solutions France also has a term loan for $146,000 at 5.5%
obtained to finance a plant expansion and elimination of factoring. The
current portion of this loan is $92,000, and 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 $435,000 and 6% interest on the outstanding balance of the
loan. The current portion of this loan is $92,000 and the total outstanding
principle amounts to $297,000 at April 6, 2002.


                                      13

<PAGE>


FORTY WEEKS ENDED APRIL 6, 2002 COMPARED TO FORTY WEEKS ENDED MARCH 31, 2001

RESULTS OF OPERATIONS

     Cuisine Solutions, Inc. reported a net loss of $4,137,000 for the third
quarter year to date of fiscal 2002 compared to a net loss of $554,000 a year
ago. The significant loss was due to the decline in USA sales and
corresponding gross margins, which in turn impact distribution/storage costs
since inventory levels increased during the first quarter, and the ability to
cover fixed production overhead costs due to the reduction in production. In
addition to the decrease in sales demand, the Company recorded an additional
recognition of $605,000 of losses in equity from the investment in Brazil as
well as an amortization of $40,000 for web site development cost after the
launch of the FIVELEAF brand in February 2002.

NET SALES

     Revenue in the third quarter year to date 2002 decreased from $27,111,000
to $21,224,000, a 21.7% decrease compared to the previous year due to the
sales decline in the core sales channels On Board Services and Foodservice. 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):

<TABLE>
<CAPTION>

                               YTD FISCAL 2002  YTD FISCAL 2001    $CHANGE     %CHANGE
                               ---------------  ---------------    -------    --------

<S>                           <C>              <C>              <C>           <C>
 USA                             $  13,582,000   $   18,977,000 $(5,395,000)   (28.4%)
 Norway                                610,000          634,000     (24,000)    (3.8%)
 France                              7,032,000        7,500,000    (468,000)    (6.2%)
                               --------------------------------------------------------

Total Product Sales Revenue      $  21,224,000   $   27,111,000 $(5,887,000)   (21.7%)
                               ========================================================
</TABLE>

USA SALES

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

<TABLE>
<CAPTION>

                               YTD FISCAL 2002  YTD FISCAL 2001    $CHANGE     %CHANGE
                               ---------------  ---------------    -------    --------

<S>                           <C>              <C>              <C>           <C>
Foodservice                        $  4,403,000    $  6,772,000  $(2,369,000)    (35.0%)

On Board Services                     6,061,000      10,362,000   (4,301,000)    (41.5%)

Retail                                  583,000         551,000        32,000       5.8%

Military                              1,943,000         866,000     1,077,000     124.4%

New Business                            592,000         426,000       166,000      39.0%
                                ---------------------------------------------------------

Total                              $ 13,582,000    $ 18,977,000  $(5,395,000)    (28.4%)
                                =========================================================
</TABLE>


Fiscal 2002 YTD third quarter Foodservice sales decreased $2,369,000 to
$4,403,000 from previous YTD sales of $6,772,000. The decrease is attributed
to decreased distributor sales to hotel events, convention centers and sales
to theme parks.

Fiscal 2002 YTD third quarter On Board Service sales decreased $4,301,000 to
$6,061,000 from previous YTD sales of $10,362,000. The decrease is attributed
to decreased sales to airlines and harbor cruise lines.

Fiscal 2002 YTD third quarter retail sales increased $32,000 to $583,000 from
previous YTD sales of $551,000. The increase was attributable to increased
sales of premium frozen retail products to a national retail chain during the
second and third quarter of fiscal year 2002.



                                       14


<PAGE>



Fiscal 2002 YTD third quarter Military sales increased $1,077,000 to
$1,943,000 from previous YTD sales of $866,000. The increase is attributed to
the business growth of the broker/distributor managing Cuisine Solutions
product.

Fiscal 2002 YTD third quarter New Business sales increased $166,000 to
$592,000 from previous YTD sales of $426,000. The increase is attributed to
sales to national restaurant chains as well as to the successful launch of the
FIVELEAF product line in February 2002.

NORWAY SALES

Total fiscal year 2002 YTD Value of Norwegian Shipments (includes
inter-company sales):

<TABLE>
<CAPTION>
                             FISCAL 2002          FISCAL 2001
                         YTD NORWAY Q3 SALES  YTD NORWAY Q3 SALES   CHANGE    %CHANGE
                         -------------------  -------------------   ------    -------
<S>                     <C>                   <C>                <C>           <C>
Sales in US Dollars                2,609,000           4,398,000  (1,789,000)   (40.7%)

Sales in Norwegian
Kroners                           23,306,000          39,700,000  (16,394,000)  (41.3%)

Average Exchange Rate                  8.933               9.027
</TABLE>

Third quarter YTD shipment volume for Norway decreased 41%. This was driven by
a lower demand for salmon primarily in the USA.

FRANCE SALES

Total fiscal year 2002 YTD Sales from France:

<TABLE>
<CAPTION>
                             FISCAL 2002          FISCAL 2001
                         YTD FRANCE Q3 SALES  YTD FRANCE Q3 SALES    CHANGE    %CHANGE
                         -------------------  -------------------   ------    -------
<S>                     <C>                   <C>                <C>           <C>
Sales in US Dollars               7,032,000            7,500,000    (468,000)    (6.2%)

Sales in EURO                     7,926,000            8,346,000    (420,000)    (5.0%)

Average Exchange Rate                 1.127                1.113
</TABLE>

The third quarter YTD US dollar value of sales from Cuisine Solutions France
decreased $468,000 to $7,032,000 from previous years YTD sales of $7,500,000.
The YTD sales in EURO decreased EURO 420,000 to EURO 7,926,000 from previous
YTD sales of EURO 8,346,000. The decrease in France resulted from lower Retail
and On Board Services sales despite the increased sales to the foodservice
sector.

                                      15

<PAGE>


GROSS MARGINS

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

<TABLE>
<CAPTION>
                                                                    YEAR TO DATE
                                                                    ------------
                                                                APR. 6,       MAR. 31,
                                                                 2002          2001
                                                                 ----          ----
                                                               (dollars in thousands)
<S>                                                             <C>        <C>
Net sales........................................................$ 21,224    $ 27,111
Gross margin percentage.........................................    14.7%       23.1%
Loss from operations.............................................$ (3,493)       (590)
</TABLE>

     Total consolidated gross margins decreased to 14.7% year to date fiscal
2002 third quarter compared with 23.1% a year ago. Management is confident
that continued product mix management as well as strategic purchasing and
capital investment in streamlining key manufacturing processes will provide
additional margin potential dependent upon return to sales levels before
September 11, 2001.

DEPRECIATION AND AMORTIZATION

        Depreciation and amortization increased $100,000 to $902,000 for year
to date third quarter of fiscal year 2002, compared with $802,000 for the same
period a year ago. The increase is a result of equipment and leasehold
improvements added to the facilities in the USA and France during the end of
fiscal year 2001 as well as during fiscal year 2002. In addition, the Company
started to amortize the capitalized web site development cost related to the
FIVELEAF brand during the third quarter of fiscal year 2002 and recorded an
amortization of $40,000 after the launch of the website in February 2002. The
Company intends to amortize total capitalized cost related to the web site
straight line over 3 years.

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.

       Interest expense relates to the borrowings relating to the Company's
U.S., Norwegian subsidiary including the Norwegian capital lease and the
French subsidiary. At April 6, 2002, the Company had borrowings of
approximately $2,507,000, bearing interest at rates ranging from 5.5% to 9.9%.
The majority of these borrowings of $2,065,000 was through its Norwegian
subsidiary and includes an outstanding principle amount of $1,126,000 for the
capital lease on the building in Norway and $939,000 in a working capital line
of credit. Cuisine Solutions France also has a term loan for $146,000 at 5.5%
obtained to finance a plant expansion and elimination of factoring. The
current portion of this loan is $92,000, and 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 $435,000 and 6% interest on the outstanding balance of the
loan. The current portion of this loan is $92,000 and the total outstanding
principle amounts to $297,000 at April 6, 2002.

PROVISION FOR TAXES

      No provision for income taxes was made during the third quarter of
fiscal 2002.



                                      16




<PAGE>



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 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 45% of total revenues and sales to the Foodservice Industry 33%,
primarily to hotel restaurants and banquets. Both of these industries have
been affected due to the decreased travel related to the September 11, 2001
tragedy. Management is confident that the business cycle will swing back as
well as possibly offer new opportunities for the Company. Management has
already initiated drastic cut backs and re-focused efforts to accelerate sales
to other sales channels, specifically military sales and retail sales. These
sales channels already had formal sales programs in place, and management will
accelerate where feasibly possible.

LIQUIDITY AND CAPITAL RESOURCES

     At April 6, 2002, the Company's combined total of cash and short-term
investment balances was $1,270,000, compared with $773,000 at June 30, 2001.
This increase is the result of the drastically decreased inventory as well as
to the decrease in Accounts Receivables. Additionally, the Company held
investments of $2,541,000 and $2,491,000 at April 6, 2002 and June 30, 2001,
respectively, with maturities greater than one year. There is no restriction
on cash balances at the end of the fiscal 2002 third quarter.

     Net cash provided by operations amounted to $1,408,000 for year to date
2002, compared to cash used of $2,878,000 a year ago. Cash in the amount of
$836,000 was used by investing activities, largely due to the investment in
new equipment in the USA and in France. Cash in the amount of $75,000 was used
by financing activities and related to the Norwegian operations decreased use
of a working capital line of credit.

     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 6, 2002, $939,000 was outstanding under this overdraft
facility. The maximum amount available under line of credit is currently
$1,120,000.

FUTURE PROSPECTS

MARKETING EFFORTS

        During fiscal year 2001, the Company launched a strategic effort to
enter the retail in-store deli market by establishing test stores with large
supermarkets to evaluate consumer acceptance, case movements and price points.
In fiscal year 2002, the Company's strategy will involve increasing the
Cuisine Solutions market share while exploring new opportunities of
pre-prepared frozen entrees in the banquet,









                                      17
<PAGE>


airline, rail and cruise line industries. The Company further penetrated the
roll out of a new retail packaged product line during the third quarter, the
first packaged product line sold in the USA under the Cuisine Solutions Brand.
The Company will also expand its in-store deli program beyond the current
accounts to include at least two additional retail accounts.

     The company further developed the investment known as FIVELEAF and
launched the new product line during the third quarter of fiscal year 2002.
The product line consists of a luxury line of prepared entrees,
accompaniments, and desserts created by an extraordinary consortium of the
most distinguished chefs in the United States which are produced at the plant
in Alexandria. This product line is distributed through Omaha Steaks, who is
managing all logistics and fulfillment. The product line was marketed to
consumers via a national introduction in February 2002 with an intensive,
upscale public relations campaign. Consumers are able to purchase FIVELEAF
products over the telephone via call center, by catalog, and through the
FIVELEAF Web site. Ultimately they will also be available in retail stores,
beginning with the retail sites owned and operated by Omaha Steaks throughout
the United States.

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 2002 strategy involves the continued penetration into key
national accounts, banquet centers and casinos. Cuisine Solutions will also
pursue increased sales via the call center initiated during fiscal year 2001.
Management continues to pursue larger accounts since Cuisine Solutions
pricing, both current and future, will be affected by the number of products
and the efficiency and productivity of both the sales force and production
facilities. The Company experienced a steady increase of sales at a low level
during the third quarter 2002 after the impact of the slowdown in the US
economy on USA sales has reached the low end in the second quarter of fiscal
2002. Management anticipates the return to sales quantities before September
11, 2001 and expects to return to double-digit growth rates in Europe for the
remainder of fiscal 2002.

ON BOARD SERVICES

      On Board Services was highly affected by the recent slowdown of the
travel industry after the growth during fiscal year 2001. While there are
increased concerns in the marketplace, management of Cuisine Solutions will
continue the execution of its strategic plans for fiscal 2002. Key growth
areas include an aggressive campaign to penetrate the European airline market
as well as to airlines servicing the Mercusor countries, continued product
development and market penetration into the USA airline market and a long-term
strategy with vacation cruise lines. 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.

RETAIL

        Retail objectives for fiscal year 2002 include the addition of a major
retail customer in France in the upscale premium frozen packaged foods
category, the only growth category of frozen food in Europe, penetration into
the USA in-store deli of targeted retailers as well as of premium frozen
retail products into the USA market. The Company successfully introduced the
premium frozen retail products to a national retail chain during the second
quarter of fiscal 2002 with further product rollouts during the third quarter
of fiscal 2002. Management expects further product rollout for several premium
frozen food projects to retail customers during the fourth quarter of fiscal
year 2002 and during fiscal year 2003. 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
provide increase the efficiency of the total Company product line. Management
anticipates that this effort, initiated almost two years ago will produce the
results anticipated.



                                      18
<PAGE>




FRANCE

        Cuisine Solutions France has experienced significant growth during the
last two years, but the growth has been limited to sales in France. Management
has initiated the development of a strategic sales plan to expand the selling
efforts to other European countries, especially Germany and the United
Kingdom, during fiscal year 2002. The Company made progress into the German
sales market during the third quarter of fiscal 2002 and management expects
additional fourth quarter sales as well as continues growth in the foodservice
division.

        Cuisine Solutions France will continue to pursue additional product
line expansion into the retail market and attempt to increase its market share
and product facings. As a margin supplier of pre-prepared packaged meals sold
through the retail supermarket channel and the existence of a highly
successful production line Cuisine Solutions France has opened doors for
future opportunities in both North and South America.

BRAZIL

        The largest and newest facility, Cuisine Solutions Brazil, managed
under a joint venture agreement, has been designed to handle large volume
demand as well as for expandability to meet future additional volume
requirements. The Brazilian facility initiated production in May 2001 and had
initial customer production runs for test marketing the retail product line in
Brazil. Cuisine Solutions management is currently negotiating with the
Brazilian partner the future perspective of the joint venture with the current
economic issues facing the Company.



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
and foreign exchange rates.

Interest rates:

        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:

        International operations constitute 36% of third quarter fiscal year
2002 Company sales. 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-to-year comparability of operating
results. Sales, which are subject to these foreign currency fluctuations, are
currently 45% of the Company's sales. The net assets of the subsidiaries are
approximately 32% of the Company's net assets. The Company does not enter into
hedges to minimize volatility of reported earnings because it does not believe
it is justified by the exposure or the cost.



                                      19





<PAGE>


                           CUISINE SOLUTIONS, INC.

                          PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

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

        The Company's 18th annual meeting of shareholders was held on October
16, 2001 in Herndon, Virginia at the Dulles Airport Hyatt Hotel. The following
individuals were re-elected to serve as Directors for a period of one year and
until their successors are elected and qualify: Jean-Louis Vilgrain
(Chairman), Stanislas Vilgrain (President & CEO), Sebastien Vilgrain, Charles
McGettigan, David Jordan, Robert van Roijen and Robert Murphy (Vice President,
CFO and Treasurer).




                                      20


<PAGE>




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                  CUISINE SOLUTIONS, INC.

Date: May 17, 2002                                By: /s/Stanislas Vilgrain
     -----------------                                ---------------------
                                                      Stanislas Vilgrain
                                                      President and CEO

                                                  By: /s/Robert  Murphy
                                                      -----------------
                                                      Robert Murphy
                                                      Vice President,
                                                      Chief Operating Officer,
                                                      Chief Financial Officer
                                                      and Treasurer






                                      21