##### 



Form 10-Q
 UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For
the quarterly period ended September 17, 2005
 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 1-32439
 CUISINE SOLUTIONS, INC.
  DELAWARE
    
    52-0948383(State of other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification Number)
 85 S Bragg Street, Suite 600, Alexandria, VA 22312(Address of principal executive offices) (Zip Code)
 (703) 270-2900
  Yes þ No o
  Yes o No þ
  Yes o No þ
   Class of Common Stock
    
    Number of SharesClass A
Class B
    
    16,170,038
None
   1




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##### 



TABLE OF CONTENTS
 PART IItem 1. Financial Statements (unaudited)
    
    page 3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    page 14Item 3. Quantitative and Qualitative Disclosures About market Risk
    
    page 23Item 4. Controls and Procedures
    
    page 23PART IIItem 1. Legal Proceedings
    
    page 25Item 2. Unregistered Sales of Equity Securities and use of Proceeds
    
    page 25Item 3. Defaults Upon Senior Securities
    
    page 25Item 4. Submission of Matters to a Vote of Security Holders
    
    page 25Item 5. Other Information
    
    page 25Item 6. Exhibits
    
    page 25SIGNATURES
    
    page 27EX-31.1: Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
Of 2002
    
    page 28EX-31.2: Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
Of 2002
    
    page 29EX-32.1: Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
    
    page 30
 2




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##### 



CUISINE SOLUTIONS, INC.
 PART I: FINANCIAL INFORMATION
 Item 1. Financial Statements (unaudited)
 CUISINE SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
 September 17,
    
    
    June 25,2005
    
    
    2005ASSETSCurrent AssetsCash and cash equivalents
    
    $
    2,845,000
    
    
    $
    2,171,000Accounts receivable, trade
    
    
    4,688,000
    
    
    
    3,758,000Inventory
    
    
    7,362,000
    
    
    
    6,929,000Prepaid expenses
    
    
    489,000
    
    
    
    344,000Current portion of notes receivable, related party
    
    
    66,000
    
    
    
    94,000Other current assets
    
    
    289,000
    
    
    
    255,000Assets held for disposal from discontinued operations
    
    
    15,000
    
    
    
    39,000TOTAL CURRENT ASSETS
    
    
    15,754,000
    
    
    
    13,590,000Investments, non current
    
    
    1,312,000
    
    
    
    1,465,000Fixed assets, net
    
    
    4,002,000
    
    
    
    3,885,000Other assets
    
    
    49,000
    
    
    
    46,000TOTAL ASSETS
    
    $
    21,117,000
    
    
    $
    18,986,000LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesLine-of-credit
    
    $
    1,400,000
    
    
    $
    2,024,000Current portion of long-term debt
    
    
    179,000
    
    
    
    174,000Accounts payable and accrued expenses
    
    
    5,682,000
    
    
    
    4,227,000Accrued payroll and related liabilities
    
    
    2,141,000
    
    
    
    1,631,000Liabilities from discontinued operations
    
    
    899,000
    
    
    
    1,200,000Total current liabilities
    
    
    10,301,000
    
    
    
    9,254,000Long-term debt, less current portion
    
    
    542,000
    
    
    
    1,081,000TOTAL LIABILITIES
    
    
    10,843,000
    
    
    
    10,335,000Stockholders equityCommon StockClass A Stock  $.01 par value, 20,000,000 shares authorized, 16,088,288 and 16,073,288
shares issued and outstanding at September 17, 2005 and June 25, 2005
    
    
    161,000
    
    
    
    161,000Class B Stock  $.01 par value, 175,000 shares authorized, none issued
    
    
    
    
    
    
    Additional paid-in capital
    
    
    26,831,000
    
    
    
    26,754,000Accumulated deficit
    
    
    (17,259,000
    )
    
    
    (18,781,000
    )Accumulated Other Comprehensive IncomeUnrealized (loss) on debt and equity investments
    
    
    (16,000
    )
    
    
    (7,000
    )Cumulative translation adjustment
    
    
    557,000
    
    
    
    524,000TOTAL STOCKHOLDERS EQUITY
    
    
    10,274,000
    
    
    
    8,651,000TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    21,117,000
    
    
    $
    18,986,000
  3




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##### 



CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Twelve Weeks EndedSeptember 17,
    
    
    September 18,2005
    
    
    2004Net sales
    
    $
    14,752,000
    
    
    $
    8,703,000Cost of goods sold
    
    
    10,638,000
    
    
    
    6,672,000Gross margin
    
    
    4,114,000
    
    
    
    2,031,000Selling and administration
    
    
    2,444,000
    
    
    
    1,629,000Depreciation and amortization
    
    
    127,000
    
    
    
    100,000Earnings from operations
    
    
    1,543,000
    
    
    
    302,000Nonoperating income (expense)Investment income
    
    
    22,000
    
    
    
    14,000Interest expense
    
    
    (29,000
    )
    
    
    (23,000
    )Loss on sale of investment
    
    
    (5,000
    )
    
    
    Other expense
    
    
    (9,000
    )
    
    
    (13,000
    )Total non-operating expense
    
    
    (21,000
    )
    
    
    (22,000
    )Earnings before income tax
    
    
    1,522,000
    
    
    
    280,000Provision for income tax benefit (expense)
    
    
    
    
    
    
    Earnings from continuing operations before discontinued operations
    
    
    1,522,000
    
    
    
    280,000Loss from discontinued operationsLoss from operations of CS Norway
    
    
    
    
    
    
    (118,000
    )Net loss from discontinued operations
    
    
    
    
    
    
    (118,000
    )NET EARNINGS
    
    $
    1,522,000
    
    
    $
    162,000Basic and diluted net earnings (loss) per common share:Earnings from continuing operations before discontinued operations per common share-basic
    
    $
    0.09
    
    
    $
    0.02Earnings from continuing operations before discontinued operations per common share-diluted
    
    $
    0.08
    
    
    $
    0.02Loss from discontinued operations per common share-basic and diluted
    
    $
    
    
    
    $
    (0.01
    )Net earnings per common share-basic
    
    $
    0.09
    
    
    $
    0.01Net earnings per common share-diluted
    
    $
    0.08
    
    
    $
    0.01Weighted average shares outstanding-basic
    
    
    16,080,175
    
    
    
    15,846,169Common stock equivalents
    
    
    1,895,320
    
    
    
    1,317,674Weighted average shares outstanding-diluted
    
    
    17,975,495
    
    
    
    17,163,843
  4




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##### 



CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)
 Unrealized GainAdditional
    
    
    
    
    
    
    (Loss) on Debt
    
    
    Cumulative
    
    
    TotalCommon
    
    
    Paid-In
    
    
    Accumulated
    
    
    and Equity
    
    
    Translation
    
    
    StockholdersStock
    
    
    Capital
    
    
    Deficit
    
    
    Investments
    
    
    Adjustment
    
    
    EquityBalance, June 25, 2005
    
    $
    161,000
    
    
    $
    26,754,000
    
    
    $
    (18,781,000
    )
    
    $
    (7,000
    )
    
    $
    524,000
    
    
    $
    8,651,000Exercise of common stock options
    
    
    
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000Stock-based compensation
    
    
    
    
    
    
    62,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,000Twelve weeks 2006 net earnings
    
    
    
    
    
    
    
    
    
    
    1,522,000
    
    
    
    
    
    
    
    
    
    
    
    1,522,000Other Comprehensive
Income/(loss)Unrealized loss on debt
and equity investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,000
    )
    
    
    
    
    
    
    (9,000
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,000
    
    
    
    33,000Other Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,000Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,546,000Balance, September 17, 2005
    
    $
    161,000
    
    
    $
    26,831,000
    
    
    $
    (17,259,000
    )
    
    $
    (16,000
    )
    
    $
    557,000
    
    
    $
    10,274,000
 Unrealized GainAdditional
    
    
    
    
    
    
    (Loss) on Debt
    
    
    Cumulative
    
    
    TotalCommon
    
    
    Paid-In
    
    
    Accumulated
    
    
    and Equity
    
    
    Translation
    
    
    StockholdersStock
    
    
    Capital
    
    
    Deficit
    
    
    Investments
    
    
    Adjustment
    
    
    EquityBalance, June 26, 2004
    
    $
    159,000
    
    
    $
    26,380,000
    
    
    $
    (20,490,000
    )
    
    $
    17,000
    
    
    $
    506,000
    
    
    $
    6,572,000Exercise of common stock options
    
    
    
    
    
    
    80,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80,000Stock-based compensation
    
    
    
    
    
    
    42,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,000Twelve weeks 2005 net earnings
    
    
    
    
    
    
    
    
    
    
    162,000
    
    
    
    
    
    
    
    
    
    
    
    162,000Other Comprehensive Income/(loss)Unrealized loss on debt
and equity investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    
    
    
    
    
    14,000Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,000
    )
    
    
    (21,000
    )Other Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,000
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    155,000Balance, September 18, 2004
    
    $
    159,000
    
    
    $
    26,502,000
    
    
    $
    (20,328,000
    )
    
    $
    31,000
    
    
    $
    485,000
    
    
    $
    6,849,000
  5




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##### 



CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Year to dateTwelve weeks endedSeptember 17,
    
    
    September 18,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIESNet income
    
    $
    1,522,000
    
    
    $
    162,000Adjustments to reconcile net income to
net cash provided by (used in) operating activitiesDepreciation and amortization
    
    
    207,000
    
    
    
    171,000Allowance for doubtful accounts
    
    
    67,000
    
    
    
    30,000Inventory obsolescence reserve
    
    
    166,000
    
    
    
    9,000Loss on investments
    
    
    5,000
    
    
    
    Stock based compensation
    
    
    62,000
    
    
    
    42,000Changes in assets and liabilities, net of effects of non-cash transactions:(Increase) decrease in accounts receivable
    
    
    (997,000
    )
    
    
    56,000Increase in inventory
    
    
    (599,000
    )
    
    
    (845,000
    )Increase in prepaid expenses
    
    
    (145,000
    )
    
    
    (75,000
    )Decrease in related parties receivable
    
    
    28,000
    
    
    
    (Increase) decrease in other assets
    
    
    (37,000
    )
    
    
    53,000Increase (decrease) in accounts payable and accrued expenses
    
    
    1,366,000
    
    
    
    (287,000
    )Increase (decrease) in accrued payroll and related liabilities
    
    
    510,000
    
    
    
    (173,000
    )Increase in other current liabilities
    
    
    89,000
    
    
    
    5,000Changes in assets and liabilities of discontinued operations
    
    
    (277,000
    )
    
    
    (243,000
    )Net cash provided by (used in) operating activities
    
    
    1,967,000
    
    
    
    (1,095,000
    )CASH FLOWS FROM INVESTING ACTIVITIESProceeds from investments
    
    
    139,000
    
    
    
    Capital expenditures
    
    
    (324,000
    )
    
    
    (107,000
    )Net cash used in investing activities
    
    
    (185,000
    )
    
    
    (107,000
    )CASH FLOWS FROM FINANCING ACTIVITIESPayments on debt
    
    
    (782,000
    )
    
    
    (383,000
    )Change in line of credit, net
    
    
    (374,000
    )
    
    
    2,024,000Proceeds from stock issuance
    
    
    15,000
    
    
    
    80,000Net cash (used in) provided by financing activities
    
    
    (1,141,000
    )
    
    
    1,721,000Net increase in cash and cash equivalents
    
    
    641,000
    
    
    
    519,000Change in cumulative translation adjustment
    
    
    33,000
    
    
    
    (21,000
    )Cash and cash equivalents, beginning of period
    
    
    2,171,000
    
    
    
    1,395,000CASH and CASH EQUIVALENTS, END OF PERIOD
    
    $
    2,845,000
    
    
    $
    1,893,000SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATIONCash paid during the year for interest
    
    $
    29,000
    
    
    $
    29,000
  6




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##### 



Cuisine Solutions, Inc.
   NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    Nature of Operations
  Principles of Consolidation
  Revenue Recognition
  7




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##### 



Customer Dependency
  Impairment of Long-Lived Assets and Long-Lived Assets To Be Disposed Of
  Foreign Currency Translation
  NOTE 2  FISCAL PERIODS
  NOTE 3  ACCOUNTS RECEIVABLE
  September 17, 2005
    
    
    June 25, 2005Trade accounts receivable
    
    $
    5,250,000
    
    
    $
    4,251,000Allowance for doubtful accounts
    
    
    (562,000
    )
    
    
    (493,000
    )Trade accounts receivable, net
    
    $
    4,688,000
    
    
    $
    3,758,000
  NOTE 4
 INVENTORY
  8




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##### 



September 17, 2005
    
    
    June 25, 2005Raw materials
    
    $
    2,608,000
    
    
    $
    1,935,000Frozen product & other finished goods
    
    
    4,354,000
    
    
    
    4,337,000Packing materials & supplies
    
    
    897,000
    
    
    
    988,0007,859,000
    
    
    
    7,260,000Less obsolescence reserve
    
    
    (497,000
    )
    
    
    (331,000
    )$
    7,362,000
    
    
    $
    6,929,000
 NOTE 5  COMMITMENTS AND CONTINGENCIES
  NOTE 6  TRANSACTIONS WITH RELATED PARTIES
   9




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##### 



NOTE 7  DISCONTINUED OPERATIONS
   September 17, 2005
    
    
    June 25, 2005Assets of discontinued operations:Cash
    
    $
    10,000
    
    
    $
    36,000Accounts receivable, net
    
    
    
    
    
    
    Other assets
    
    
    5,000
    
    
    
    3,000Fixed assets
    
    
    
    
    
    
    Total assets of discontinued operations
    
    $
    15,000
    
    
    $
    39,000Liabilities of discontinued operations:Accounts payable and accrued liabilities
    
    $
    149,000
    
    
    $
    169,000Note payable
    
    
    750,000
    
    
    
    1,031,000Total liabilities of discontinued operations
    
    $
    899,000
    
    
    $
    1,200,000
    10




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##### 



Twelve weeks endedSeptember 17, 2005
    
    
    September 18, 2004Net Sales
    
    $
    
    
    
    $
    36,000Expenses:Cost of goods sold
    
    
    
    
    
    
    119,000Selling and administrative expense
    
    
    
    
    
    
    Other operating expense
    
    
    
    
    
    
    Interest expense
    
    
    
    
    
    
    37,000Other expense (income)
    
    
    
    
    
    
    (2,000
    )Loss from discontinued operations
    
    
    
    
    
    
    (118,000
    )Gain from disposal of assets
    
    
    
    
    
    
    Net earnings (Loss) from discontinued operations
    
    $
    
    
    
    $
    (118,000
    )
 NOTE 8  EARNINGS (LOSS) PER SHARE
  NOTE 9  ACCOUNTING FOR STOCK-BASED COMPENSATION
    11




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##### 



September 18,2004Net earnings (loss) applicable to common shareholders
    
    $
    162,000Add: Stock-based employee compensation cost
included in reported net earnings
    
    $
    42,000Less: Total stock-based compensation expenseDetermined under the fair value method
    
    $
    (122,000
    )Pro forma net earnings (loss)
    
    $
    82,000Earnings (Loss) per common share:Basic  as reported
    
    $
    0.01Diluted  as reported
    
    $
    0.01Basic  pro forma
    
    $
    0.01Diluted  pro forma
    
    $
    Weighted average common shares outstanding-basic
    
    
    15,846,169Common stock equivalents
    
    
    1,317,674Weighted average common shares outstanding-diluted
    
    
    17,163,843
  Weighted-Weighted-
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicOptions
    
    Shares
    
    
    Price
    
    
    Term
    
    
    valueOutstanding at June 25, 2005
    
    
    2,795,968
    
    
    $
    1.02Granted
    
    
    10,758
    
    
    $
    0.01Exercised
    
    
    (15,000
    )
    
    $
    0.95Forfeited or expired
    
    
    
    
    
    
    Outstanding at September 17, 2005
    
    
    2,791,726
    
    
    $
    1.02
    
    
    
    6.1
    
    
    $
    333,000Exercisable at September 17, 2005
    
    
    2,242,597
    
    
    $
    1.03
    
    
    
    5.5
    
    
    $
    303,000
 NOTE 10  RECENT ACCOUNTING PRONOUNCEMENTS
  12




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##### 



13




---



##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  The following analysis of our financial condition and results of operations should be read in
conjunction with our financial statements and the notes thereto contained elsewhere in this report.
 BUSINESS OVERVIEW
    
    
    On Board Services: Airlines, Railroad and Cruise Lines
    
    Foodservice: Hotel banquets, Convention Centers, Sport Stadiums and other Special Events such as the Olympics
    
    Retail: Supermarket In-Store Deli, Premium frozen packaged foods
    
    Military: Naval carriers, Army field feeding, and military dining halls and clubs
    
    National Restaurant Chains: Upscale multi-unit restaurants
 14




---



##### 



CRITICAL ACCOUNTING ESTIMATES AND POLICIES
      RECENT ACCOUNTING PRONOUCEMENTS
   15




---



##### 



RESULTS OF OPERATIONS
 Comparison of the twelve weeks ended September 17, 2005 to the twelve weeks ended September 18,
2004
   Net Sales
  Q1 Fiscal 2006
    
    
    Q1 Fiscal 2005
    
    
    $Change
    
    
    %ChangeUSA
    
    $
    10,592,000
    
    
    $
    5,980,000
    
    
    $
    4,612,000
    
    
    
    77.1
    %France
    
    
    4,160,000
    
    
    
    2,723,000
    
    
    
    1,437,000
    
    
    
    52.8
    %Total Net Sales
    
    $
    14,752,000
    
    
    $
    8,703,000
    
    
    $
    6,049,000
    
    
    
    69.5
    %
  Q1 Fiscal 2006
    
    
    Q1 Fiscal 2005
    
    
    $Change
    
    
    %ChangeFood Service
    
    $
    3,424,000
    
    
    $
    2,211,000
    
    
    $
    1,213,000
    
    
    
    54.9
    %On Board Services
    
    
    3,321,000
    
    
    
    3,216,000
    
    
    
    105,000
    
    
    
    3.3
    %Retail
    
    
    1,774,000
    
    
    
    1,582,000
    
    
    
    192,000
    
    
    
    12.1
    %Military
    
    
    5,718,000
    
    
    
    1,237,000
    
    
    
    4,481,000
    
    
    
    362.2
    %National Restaurant
Chain / New
Business
    
    
    515,000
    
    
    
    457,000
    
    
    
    58,000
    
    
    
    12.7
    %Total
    
    $
    14,752,000
    
    
    $
    8,703,000
    
    
    $
    6,049,000
    
    
    
    69.5
    %
  16




---



##### 



U.S. Sales
  Q1 Fiscal 2006
    
    Q1 Fiscal 2005
    
    $Change
    
    %ChangeFood Service
    
    $
    1,211,000
    
    
    $
    1,041,000
    
    
    $
    170,000
    
    
    
    16.3
    %On Board Services
    
    
    2,323,000
    
    
    
    2,701,000
    
    
    
    (378,000
    )
    
    
    (14.0
    %)Retail
    
    
    838,000
    
    
    
    567,000
    
    
    
    271,000
    
    
    
    47.8
    %Military
    
    
    5,718,000
    
    
    
    1,237,000
    
    
    
    4,481,000
    
    
    
    362.2
    %National Restaurant Chain
    
    
    502,000
    
    
    
    434,000
    
    
    
    68,000
    
    
    
    15.7
    %Total
    
    $
    10,592,000
    
    
    $
    5,980,000
    
    
    $
    4,612,000
    
    
    
    77.1
    %
       France Sales
  Q1 Fiscal 2006
    
    Q1 Fiscal 2005
    
    $ Change
    
    %ChangeSales in U.S. Dollars
    
    $
    4,160,000
    
    
    $
    2,723,000
    
    
    $
    1,437,000
    
    
    
    52.8
    %Sales in Euros
    
    
    3,408,000
    
    
    
    2,229,000
    
    
    
    1,179,000
    
    
    
    52.9
    %Average exchange rate
    
    
    0.8192
    
    
    
    0.8186
  17




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##### 



Q1 Fiscal 2006
    
    
    Q1 Fiscal 2005
    
    
    $Change
    
    
    %ChangeFood Service
    
    $
    2,213,000
    
    
    $
    1,170,000
    
    
    $
    1,043,000
    
    
    
    89.1
    %On Board Services
    
    
    998,000
    
    
    
    515,000
    
    
    
    483,000
    
    
    
    93.8
    %Retail
    
    
    936,000
    
    
    
    1,015,000
    
    
    
    (79,000
    )
    
    
    (7.8
    %)New Business
    
    
    13,000
    
    
    
    23,000
    
    
    
    (10,000
    )
    
    
    (43.5
    )Total
    
    $
    4,160,000
    
    
    $
    2,723,000
    
    
    $
    1,437,000
    
    
    
    52.8
    %
    Gross Margin
  Twelve weeks endedSept. 17, 2005
    
    Sept. 18, 2004
    
    % Change(Dollars in thousands)Net Sales
    
    $
    14,752
    
    
    $
    8,703
    
    
    
    69.5
    %Gross margin
    
    $
    4,114
    
    
    $
    2,031
    
    
    
    102.6
    %Gross margin percentage
    
    
    27.9
    %
    
    
    23.3
    %Earnings from continuing operations
    
    $
    1,522
    
    
    $
    280
    
    
    
    443.6
    %Net earnings
    
    $
    1,522
    
    
    $
    162
    
    
    
    839.5
    %
   Selling and Administrative Expenses
  Q1 Fiscal 2006
    
    
    Q1 Fiscal 2005
    
    
    $Change
    
    
    %ChangeUSA
    
    $
    1,768,000
    
    
    $
    1,257,000
    
    
    $
    511,000
    
    
    
    40.7
    %France
    
    
    676,000
    
    
    
    372,000
    
    
    
    304,000
    
    
    
    81.7
    %Total SG&A Expense
    
    $
    2,444,000
    
    
    $
    1,629,000
    
    
    $
    815,000
    
    
    
    50.0
    %
 18




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##### 



Depreciation and Amortization
  Non-operating Income and Expense from Continuing Operations
   Provision for Taxes
  Discontinued Operations
   19




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##### 



Impact of Inflation and the Economy
    Liquidity and Capital Resources
        20




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##### 



FUTURE PROSPECTS
  Food Service
  On Board Services
  Retail
  21




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##### 



Military
  National Restaurant Chains
  22




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##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Interest Rate Exposure
  Foreign Currency Risk
  Sales and Marketing Risks
  Item 4. Controls and Procedures
   23




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##### 



24




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##### 



CUISINE SOLUTIONS, INC.
 PART II: OTHER INFORMATION
 Item 1. Legal Proceedings.
   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  Item 6. Exhibits
 EXHIBIT INDEX
 ExhibitNumber
    
    Description3.1
    
    Restated Certificate of Incorporation, as amended. (1)3.2
    
    Certificate of Amendment of Restated Certificate of Incorporation. (2)3.3
    
    By-laws. (3)31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 25




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##### 



(1)
    
    Incorporated by reference to exhibit 3-A of the Registrants Form 10-K/A for the year
ended June 27, 1992, filed with the Commission on April 2, 1993.(2)
    
    Incorporated by reference to exhibit 3-A of the Registrants Form 10-K/A for the year
ended June 27, 1992, filed with the Commission on April 2, 1993.(3)
    
    Incorporated by reference to exhibit 3-B of the Registrants Form 10-K/A for the year
ended June 27, 1992, filed with the Commission on April 2, 1993. 26




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##### 



SIGNATURES
  CUISINE SOLUTIONS, INC.Date: October 25, 2005
    By:
    /s/Stanislas VilgrainStanislas VilgrainChief Executive OfficerBy:
    /s/Y. Tristan KuoY. Tristan KuoChief Financial Officer, Treasurer and
Corporate Secretary 27