<PAGE>   1



                                  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     MARCH 31, 2001
                                            ------------------

                                      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 3, 2001.

                  COMMON STOCK 0.01 PAR VALUE          NUMBER OF SHARES
                  ---------------------------          ----------------
                          CLASS A                         14,824,588
                          CLASS B                            NONE




                                      1
<PAGE>   2







                           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>   3



                           CUISINE SOLUTIONS, INC.
                         CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                   (Unaudited)
                                                                                                  --------------------------------
                                                                                                    Mar. 31,          June 24,
                                                                                                      2001              2000
                                                                                                  --------------    --------------
<S>                                                                                             <C>                <C>
ASSETS
Current Assets
  Cash and cash equivalents                                                                       $      87,000     $     948,000
  Accounts receivable, trade                                                                          4,739,000         5,861,000
 Inventory                                                                                            6,682,000         5,183,000
 Prepaid expenses                                                                                        83,000            59,000
 Current portion of notes receivable, related party                                                     136,000           236,000
 Other current assets                                                                                   382,000           640,000
                                                                                                  --------------    --------------
   TOTAL CURRENT ASSETS                                                                              12,109,000        12,927,000

Investments, noncurrent                                                                               2,534,000         4,715,000
Fixed assets, net                                                                                     5,636,000         5,362,000
Note receivable, officer and related party, including accrued interest, less current portion            463,000           463,000
Investments and Advances in Cuisine Solutions Brazil                                                  1,158,000           357,000
Other assets                                                                                            806,000           533,000
                                                                                                  --------------    --------------
   TOTAL ASSETS                                                                                   $  22,706,000     $  24,357,000
                                                                                                  ==============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Current portion of long-term debt                                                               $   1,267,000     $   1,313,000
  Accounts payable and accrued expenses                                                               1,840,000         3,385,000
  Accrued payroll and related liabilities                                                               875,000         1,100,000
  Other accrued taxes                                                                                     3,000             9,000
                                                                                                  --------------    --------------
     Total current liabilities                                                                        3,985,000         5,807,000

Long-term debt, less current portion                                                                  1,724,000         1,136,000
Other liabilities                                                                                        20,000            22,000
                                                                                                  --------------    --------------
    Total liabilities                                                                                 5,729,000         6,965,000
                                                                                                  --------------    --------------

Stockholders' equity
 Common stock - $.01 par value, 20,000,000 shares authorized, 15,647,370 shares
    and 15,578,620 issued and 14,824,588 shares
    and 14,755,838 outstanding at March 31, 2001 and June 24, 2000 respectively.                        157,000           156,000
 Class B Stock - $.01 par value, 175,000 shares authorized,
    none issued                                                                                               -                 -
 Additional paid-in capital                                                                          28,333,000        28,276,000
Accumulated deficit                                                                                  (9,060,000)       (8,506,000)
Accumulated Other Comprehensive Income
 Unrealized losses on debt and equity investments                                                       (58,000)         (453,000)
 Cumulative translation adjustment                                                                     (348,000)          (34,000)
 Treasury stock, at cost (822,782 shares
  at Mar 31, 2001 and June 24, 2000)                                                                 (2,047,000)       (2,047,000)
                                                                                                  --------------    --------------
    Total stockholders' equity                                                                       16,977,000        17,392,000
                                                                                                  --------------    --------------
Commitments and contingencies

                                                                                                  --------------    --------------
  Total liabilities and stockholders' equity                                                      $  22,706,000     $  24,357,000
                                                                                                  ==============    ==============
</TABLE>

See accompanying notes to consolidated financial statements.





F-3








<PAGE>   4



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


<TABLE>
<CAPTION>
                                                           -----------------------------------  ----------------------------------
                                                                     THIRD QUARTER                          YEAR TO DATE
                                                           -----------------------------------  ----------------------------------
                                                                  SIXTEEN WEEKS ENDED                    FORTY WEEKS ENDED
                                                           -----------------------------------  ----------------------------------
                                                              Mar 31,              Apr 1,          Mar 31,              Apr 1,
                                                                2001                2000             2001                2000
                                                           ---------------      --------------  ---------------      -------------
<S>                                                         <C>                 <C>               <C>                <C>
NET SALES                                                      $9,305,000          $9,601,000      $27,111,000        $26,192,000
Cost of goods sold                                              7,626,000           8,446,000       20,857,000         20,701,000
                                                           -----------------------------------  ----------------------------------
    GROSS MARGIN                                                1,679,000           1,155,000        6,254,000          5,491,000

SELLING AND ADMINISTRATION                                      2,350,000           2,501,000        6,517,000          6,868,000
DEPRECIATION AND AMORTIZATION                                     135,000              83,000          327,000            135,000
OTHER INCOME                                                            0             (82,000)               0            (82,000)
                                                           -----------------------------------  ----------------------------------
    LOSS FROM OPERATIONS                                         (806,000)         (1,347,000)        (590,000)        (1,430,000)
                                                           -----------------------------------  ----------------------------------

NONOPERATING INCOME (EXPENSE)
    INVESTMENT INCOME                                              46,000             110,000          152,000            304,000
    INTEREST EXPENSE                                              (38,000)            (56,000)        (129,000)          (144,000)
    OTHER INCOME                                                    3,000              19,000           13,000             42,000
                                                           -----------------------------------  ----------------------------------
        TOTAL  NONOPERATING INCOME                                 11,000              73,000           36,000            202,000
                                                           -----------------------------------  ----------------------------------


LOSS FROM OPERATIONS BEFORE INCOME TAX                           (795,000)         (1,274,000)        (554,000)        (1,228,000)
PROVISION FOR INCOME TAX BENEFIT (EXPENSE)                              -                   -                -                  -
                                                           -----------------------------------  ----------------------------------


                                                           -----------------------------------  ----------------------------------
NET LOSS                                                       $ (795,000)       $ (1,274,000)      $ (554,000)      $ (1,228,000)
                                                           ===================================  ==================================


BASIC AND DILUTED LOSS PER SHARE                                   ($0.05)             ($0.09)          ($0.04)            ($0.08)


WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED        14,766,385          14,755,838       14,760,057         14,770,838
                                                           ===================================  ==================================
</TABLE>


See accompanying notes to consolidated financial statements.



F-4


<PAGE>   5





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

<TABLE>
<CAPTION>
                                                                        -------------------------------------
                                                                                     Year to date
                                                                                  Forty weeks ended
                                                                          Mar. 31,                 Apr 1,
                                                                            2001                    2000
                                                                        --------------          -------------
<S>                                                                     <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                   $ (554,000)          $ (1,228,000)
Adjustments to reconcile net loss to
  net cash used in operating activities
    Depreciation and amortization                                             727,000                726,000
    Loss on sale of investments                                               158,000                   -
    Change in cumulative translation adjustment                              (314,000)              (268,000)
    Changes in assets and liabilities:
       Decrease (Increase) in accounts receivable trade, net                1,122,000               (579,000)
       Increase in inventory                                               (1,499,000)              (818,000)
       Increase in prepaid expenses                                           (24,000)              (358,000)
       Decrease (Increase) in notes receivable, related party                 100,000                (13,000)
       Increase in Investments and Advances in Cuisine Solutions Brazil      (801,000)                  -
       Increase in other assets                                               (15,000)              (245,000)
       Decrease in accounts payable and accrued expenses                   (1,545,000)              (206,000)
       (Decrease) Increase in accrued payroll and related liabilities        (225,000)                37,000
       Decrease in other liabilities                                           (2,000)              (236,000)
       Decrease in other accrued taxes                                         (6,000)               (32,000)
                                                                        --------------          -------------
  Net cash used in operating activities                                    (2,878,000)            (3,220,000)
                                                                        --------------          -------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Sale of investments                                                      2,418,000              2,540,000
   Purchase of investments                                                      -                    (47,000)
   Capital expenditures                                                    (1,001,000)            (1,281,000)
   Purchase of Treasury Stock                                                   -                    (30,000)
                                                                        --------------          -------------
  Net cash provided by investing activities                                 1,417,000              1,182,000
                                                                        --------------          -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of stock options                                      58,000                   -
  Additions to debt                                                           542,000                502,000
  Reductions of debt                                                            -                   (103,000)
                                                                        --------------          -------------
      Net cash provided by financing activities                               600,000                399,000
                                                                        --------------          -------------

      Net decrease in cash and cash equivalents                              (861,000)            (1,639,000)
      Cash and cash equivalents, beginning of period                          948,000              1,866,000
                                                                        --------------          -------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                 $     87,000           $    227,000
                                                                        ==============          =============
</TABLE>






See accompanying notes to consolidated financial statements


F-5




<PAGE>   6


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


<TABLE>
<CAPTION>
                                                    Additional
                                        Common        Paid-In      Accumulated
                                         Stock        Capital        Deficit
                                      -----------  -------------- --------------

                                      -----------  -------------- --------------
<S>                                  <C>          <C>             <C>
BALANCE, JUNE 24, 2000                 $ 156,000    $ 28,276,000    $(8,506,000)
                                      ===========  ============== ==============
EXERCISE OF COMMON STOCK OPTIONS           1,000          57,000
   THIRD QUARTER YTD 2001 NET LOSS                                     (554,000)
 OTHER COMPREHENSIVE INCOME
   UNREALIZED GAINS ON DEBT AND
   EQUITY INVESTMENTS
   TRANSLATION ADJUSTMENT                                    -
   OTHER COMPREHENSIVE INCOME/(LOSS)

COMPREHENSIVE INCOME/(LOSS)

                                      -----------  -------------- --------------
BALANCE, MARCH 31, 2001                $ 157,000    $ 28,333,000    $(9,060,000)
                                      ===========  ============== ==============




<CAPTION>

                                                    Unrealized Gains
                                      Cumulative    (Losses) on Debt                        Total
                                       Translation    and Equity          Treasury      Stockholders'
                                       Adjustment    Investments            Stock           Equity
                                      ------------  -------------     --------------  ---------------

                                      ------------  -------------     --------------  ---------------
<S>                                  <C>            <C>             <C>               <C>
BALANCE, JUNE 24, 2000                   $(34,000)    $ (453,000)       $(2,047,000)    $ 17,392,000
                                      ============  =============     ==============  ===============
EXERCISE OF COMMON STOCK OPTIONS                                                              58,000
   THIRD QUARTER YTD 2001 NET LOSS                                                          (554,000)
 OTHER COMPREHENSIVE INCOME
   UNREALIZED GAINS 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)

                                      ------------  -------------     --------------  ---------------
BALANCE, MARCH 31, 2001                $ (348,000)     $ (58,000)       $(2,047,000)    $ 16,977,000
                                      ============  =============     ==============  ===============
</TABLE>

F-6


<PAGE>   7




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


                                                     Additional                       Cumulative
                                       Common          Paid-In       Accumulated      Translation
                                        Stock          Capital         Deficit        Adjustment
                                    --------------  --------------  ---------------   ------------

                                    --------------  --------------  ---------------   ------------
<S>                                <C>              <C>             <C>               <C>
BALANCE, JUNE 26,1999                   $ 156,000    $ 28,276,000      $(6,526,000)      $(34,000)
                                    ==============  ==============  ===============   ============

   THIRD QUARTER YTD 2000 NET LOSS                                      (1,228,000)
 OTHER COMPREHENSIVE INCOME
   UNREALIZED GAINS ON DEBT AND
   EQUITY INVESTMENTS
   TRANSLATION ADJUSTMENT                                     -                          (268,000)
   OTHER COMPREHENSIVE INCOME/(LOSS)


COMPREHENSIVE INCOME/(LOSS)

 TREASURY SHARES PURCHASES
                                    --------------  --------------  ---------------   ------------
BALANCE, APRIL 1, 2000                  $ 156,000    $ 28,276,000      $(7,754,000)    $ (302,000)
                                    ==============  ==============  ===============   ============

<CAPTION>
                                      Unrealized Gains
                                      (Losses) on Debt                     Total
                                        and Equity        Treasury     Stockholders'
                                       Investments          Stock         Equity
                                    -----------------   -------------- --------------

                                    -----------------   -------------- --------------
<S>                                <C>                 <C>             <C>
BALANCE, JUNE 26,1999                     $ (513,000)     $(2,017,000)  $ 19,342,000
                                    =================   ============== ==============

   THIRD QUARTER YTD 2000 NET LOSS                                        (1,228,000)
 OTHER COMPREHENSIVE INCOME
   UNREALIZED GAINS ON DEBT AND                                   -              -
   EQUITY INVESTMENTS                        (47,000)                        (47,000)
   TRANSLATION ADJUSTMENT                                                   (268,000)
   OTHER COMPREHENSIVE INCOME/(LOSS)                                        (315,000)
                                                                       --------------
COMPREHENSIVE INCOME/(LOSS)                                               (1,543,000)

 TREASURY SHARES PURCHASES                                    (30,000)       (30,000)
                                    -----------------   -------------- --------------
BALANCE, APRIL 1, 2000                    $ (560,000)     $(2,047,000)  $ 17,769,000
                                    =================   ============== ==============
</TABLE>




F-6 (2)




<PAGE>   8

                           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. Fiscal year 2001 will end on June 30, 2001. The first,
second and fourth quarters, of fiscal years 2001 and 2000 contain 12 weeks,
and the third quarter contains 16 weeks. Cuisine Solutions France, acquired by
Cuisine Solutions during fiscal year 2000, used twelve-month calendar
accounting periods during fiscal year 1999 and changed to Cuisine Solutions
accounting periods effective with period 8 of fiscal year 2000. Cuisine
Solutions consolidated statements for fiscal year 2001 included three four
week periods of activity for the first quarter for each of the subsidiaries,
while fiscal year 2000 included three months, July-September, of activity for
Cuisine Solutions France and three four week periods for the other
subsidiaries.

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>
                                      Mar 31,    Jun. 24,
                                        2001       2000
-----------------------------------------------------------
<S>                                <C>          <C>

Raw materials                        $1,436,000 $1,424,000

Frozen product & other finished
goods                                 5,153,000  3,575,000

Packing materials & supplies            364,000    372,000
                                     ----------------------


                                      6,953,000  5,371,000


Less obsolescence reserve             (271,000)  (188,000)
                                     ----------------------


                                     $6,682,000 $5,183,000
                                     ======================
</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.




                                      7
<PAGE>   9


6)      Transaction with Related Party

     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 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 maximum 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 minimum target for the 750,000
shares as of March 31, 2001. The additional 250,000 shares can be attained by
earning FFr 323,000 during the fourth quarter. Based upon the current sales
performance, it is anticipated that the 1,000,000 shares will be issued to the
seller.

7)      Restatements

        During fiscal year 2000, the Company acquired the French sous vide
manufacturer Nouvelle Carte France. Nouvelle Carte was owned by the majority
shareholder, Food Research Corporation, and therefore, the acquisition was
accounted for in a manner similar to the pooling of interest method. All
financial statements have been restated to include the operating results of
Nouvelle Carte France according to the rules for pooling of interest.

8)      Earnings (Loss) per share

        Basic net income (loss) per share is calculated using the weighted
average number of common shares outstanding during the relevant periods.
Diluted net income (loss) per common share is calculated using the weighted
average number of common shares and dilutive potential common shares
outstanding during the relevant periods. For the sixteen and forty weeks ended
March 31, 2001 and April 1, 2000, the assumed exercise of the Company's
outstanding stock options would be anti-dilutive.




                                      8
<PAGE>   10





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 $795,000 for third quarter
2001 compared to a net loss of $1,274,000 a year ago, a decreased loss of
$479,000. Revenue in third quarter 2001 decreased from $9,601,000 to
$9,305,00, a 3.1% decrease compared to the previous year due to a sales
decline in the core sales channels Foodservice and On Board Services. These
declines were driven by temporary cost saving programs of large customers. The
sales in the US dollar value of European growth was diluted due to foreign
exchange rate changes in the US dollar versus the French franc and Norwegian
kroner compared to previous year. The decrease in net loss was driven by a
stronger gross margin and lower general and administrative expenses as a
percent of sales.

The third quarter year to date 2001 net loss totaled $554,000 compared to
$1,228,000 a year ago, an improvement of $674,000. Year to date 2001 sales
increased by 3.5% compared with year to date 2000 sales.

NET SALES

Third quarter fiscal 2001 sales totaled $9,305,000, down 3.1% from third quarter
2000 sales of $9,601,000.

<TABLE>
<CAPTION>

                               Q3 FISCAL 2001      Q3 FISCAL 2000   $CHANGE      %CHANGE
                               --------------     ---------------- ---------    --------
<S>                          <C>                <C>              <C>          <C>

 USA                             $   6,141,000    $   6,945,000   $(804,000)   (11.6%)

 Norway                                 12,000          526,000    (514,000)   (97.7%)

 France                              3,152,000        2,130,000    1,022,000     48.0%

                               --------------------------------------------------------
Total Product Sales Revenue      $   9,305,000    $   9,601,000   $ (296,000)    (3.1%)
                               ========================================================
</TABLE>

USA SALES

Fiscal year 2001 third quarter sales in the USA decreased $804,000 to
$6,141,000, an 11.6% decrease from the previous year third quarter sales of
$6,945,000.

     Cuisine Solutions USA Fiscal Year 2001 third quarter sales by sales
channel

<TABLE>
<CAPTION>

                                          Q3 FY01   Q3 FY00   $CHANGE   %CHANGE
                                          -------   -------   -------   -------
<S>                                   <C>          <C>       <C>        <C>
Food Service                            $ 2,455,000 2,742,000 (287,000)   (10.5%)
On Board Services                         2,938,000 3,565,000 (627,000)   (17.6%)
Retail                                      255,000   130,000   125,000     96.2%
Military                                    343,000   223,000   120,000     53.8%
New Business                                150,000   285,000 (135,000)   (47.4%)

                                          ----------------------------------------
TOTAL                                   $ 6,141,000 6,945,000 (804,000)   (11.6%)
                                          ========================================
</TABLE>






                                      9
<PAGE>   11





Third quarter fiscal 2001 sales to the USA Foodservice channel totaled
$2,455,000 versus previous years third quarter total of $2,742,000 a decrease
of $287,000 or 10.5%. The decrease was driven by decreased sales to hotel
events through distributors as well as to restaurant chains and NASCAR events.
Additionally, businesses did not hold as many large banquet events as they did
in the previous year. The decreased sales for the quarter were, however,
partly compensated by the decrease of related sales and marketing expenses and
higher contribution margins. The Company's reorganization of the Foodservice
channel in order to focus sales efforts on key accounts, large events, and use
distributors to manage lower volume opportunities was implemented, whereas
sales and marketing expenses were simultaneously reduced. Furthermore, Cuisine
Solutions started with the implementation of a call center to improve direct
customer sales.

Fiscal year 2001 third quarter sales to the USA On Board Services channel were
$2,938,000, a decrease of $627,000 from the previous year's third quarter
sales of $3,565,000. This 17.6% decrease was driven by decreased sales to
airlines and U.S. rail services due to the impact of cost saving programs of
some large customers on renewed contracts. Sales to harbor cruise lines did
remain flat for the third quarter, however, these sales are expected to
increase during the fourth quarter as the tourist season picks up.

The On Board Services channel has developed business relationships with most
of the major US airlines and is working on building these relationships
through continued value and service. Cuisine Solutions is becoming a "known"
and popular quality supplier in the industry. This icon is important to
management since the current sales and marketing program as well as the
Company name has only been in the market place for three years.

Retail sales for the third quarter of fiscal year 2001 increased $125,000, a
96% increase to $255,000 from $130,000 during the same period of the previous
year. The Retail Sales channel was formally created during fiscal year 2001
with the objective of penetrating the In-Store Deli category of major North
American retailers. Retail sales also include sales to Internet companies that
provide home delivery. The sales channel and related growth is following a
strategy plan for large volume opportunities for high quality products.
Cuisine Solutions is providing retailers with a heat and serve program that
allows supermarkets to upgrade the variety and quality of meals offered. The
Company is working with retailers to develop best methodology to execute the
program.

Military sales for the third quarter of fiscal year 2001 increased $120,000, a
54% to $343,000 from $223,000 during the same period of the previous year.
During fiscal year 2001, Company Management decided to build more structure
around the management of military sales opportunities. Military sales continue
to be managed via a broker/distributor, but the Company has placed specific
objectives for the broker and eliminated a commission compensation structure
and now invoicing the broker direct for all orders placing the responsibility
for inventory and accounts receivable management on the broker/distributor.
The Company believes that a growing opportunity exists within the military as
the military faces a challenge 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 2001 decreased
$135,000, a 47% decrease to $150,000 from $285,000 during the same period of
the previous year. The sales decline is attributed to decreased sales to
catalog companies and chain restaurants. The Company proceeded in
investigating opportunities to supply national chain restaurants with entrees
and special meals such as vegetarian dishes. The Company believes the Cuisine
Solutions product line would be ideal for special menu items, since the
product has high quality, is easy to execute, has a long shelf life and a high
level of food safety.




                                      10


<PAGE>   12



NORWAY SALES

Sales to Europe from Cuisine Solutions Norway during the third quarter of
fiscal 2001 were $12,000, down $514,000 or 97.7% from the $526,000 reported
for the third quarter of fiscal 2000. The Norwegian facility produces product
sold to Cuisine Solutions France and Cuisine Solutions USA. Most new customer
sales in Europe are now processed through the Cuisine Solutions France.
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 24%
during the third quarter of fiscal 2001 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 2001      FISCAL 2000
                             NORWAY Q3 SALES  NORWAY Q3 SALES   $CHANGE     %CHANGE
                             ---------------  ---------------   -------     -------
<S>                           <C>             <C>             <C>           <C>
Sales in US Dollars                1,020,000        1,428,000    (408,000)    (28.6%)

Sales in Norwegian Kroners         9,079,000       11,918,000  (2,839,000)    (23.8%)

Average Exchange Rate                  8.901            8.346

</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 2001.

FRANCE SALES

The total fiscal year 2001 third quarter sales during this period in US
dollars were $3,152,000 versus previous year sales of $2,130,000, a reported
increase of $1,022,000 or 48.0%. Sales in French francs during the same period
were FRF 22,467,000 versus FRF 14,445,000 respectively, an increase of 55.5%.
The differences in growth are due to the US dollar-French franc fluctuations
in the exchange rate for the respective periods.

The schedule of sales from Cuisine Solutions France and respective exchange
rates are as follows:

<TABLE>
<CAPTION>
                                 FISCAL 2001       FISCAL 2000
                                FRANCE Q3 SALES  FRANCE Q3 SALES   $CHANGE     %CHANGE
                                ---------------  ---------------   -------     -------
<S>                            <C>                <C>              <C>         <C>
Sales in US Dollars                   3,152,000        2,130,000    1,022,000      48.0%

Sales in French Francs               22,467,000       14,445,000    8,022,000      55.5%

Average Exchange Rate                     7.128            6.782
</TABLE>

The Cuisine Solutions France sales for the third quarter of the previous year,
fiscal 2000, include sales from January 1 through March 31, 2000 versus fiscal
year 2001 third quarter that includes sales from December 10, 2000 through
March 31, 2001. Therefore, the third quarter of fiscal year 2001 includes
three weeks of additional sales compared to the third quarter of fiscal year
2000. The differences in dates are due to the change Cuisine Solutions France
made in the accounting calendar from calendar periods in fiscal year 2000 to
thirteen accounting period in fiscal year 2001 to match Cuisine Solutions USA
accounting calendar of thirteen accounting periods.

Cuisine Solutions France growth was driven by strong retail sales of private
label packaged products.

                                      11

<PAGE>   13


BRAZIL

The Brazilian facility had its inauguration as planned in January 2001. The
plant did begin with production tests during the third quarter and will
effectively start with delivery of products to customers in May 2001. The
Brazilian facility is the largest facility in the Cuisine Solutions Group and
was designed to produce all varieties of Cuisine Solutions product as well as
packaged product. During the third quarter of fiscal 2001, further multiple
product presentations were conducted to retail, foodservice and airline
customers in the Mercusor market region.

Cuisine Solutions Inc, owns 39% of this Brazilian subsidiary, but since no
equity investment was made, no accounting investment was required and this 39%
ownership is not reflected on the balance sheet.

The Company has granted a loan in the amount of $763,000 to Cuisine Solutions
Brazil Ltda. during the second quarter of fiscal 2001 which is shown together
with Accounts Receivables of $395,000 under "Investments and Advances in
Cuisine Solutions Brazil". 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.

GROSS MARGINS

<TABLE>
<CAPTION>
                                                                    QUARTER ENDED
                                                                    -------------
                                                               MAR. 31,      APR.  1,
                                                                 2001          2000
                                                                 ----          ----
                                                               (dollars in thousands)
<S>                                                           <C>          <C>
Net sales..................................................      $  9,305    $   9,601
Gross margin percentage ...................................         18.0%        12.0%
Loss from operations                                             $   (806)      (1,347)
</TABLE>

Gross margins in the third quarter of fiscal 2001 increased relatively by 6%
from the previous year.

However, margins were reduced compared to the previous two quarters of the
current fiscal year due to the reduced sales volume which in turn impact the
ability to cover fixed production overhead costs. Cuisine Solutions management
is confident that larger sales volume in the USA with its impact to fixed
costs and continued aggressive management will result in an average target
gross margin of more than 30%. 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 2001.

SELLING AND ADMINISTRATIVE EXPENSES

   A comparison of selling and general administrative costs follows:

<TABLE>
<CAPTION>
                                                                            QUARTER ENDED
                                                                            -------------
                                                                        MAR. 31,       APR. 1,
                                                                         2001          2000
                                                                         ----          ----
                                                                        (dollars in thousands)
<S>                                                                <C>             <C>
Selling and administrative costs..................................  $     2,350      $  2,501
</TABLE>

        Selling and administrative expenses decreased $151,000 in the third
quarter of fiscal 2001 versus the third quarter of fiscal 2000. Expenses as a
percent of sales were 25.3% in the third quarter of fiscal 2001 versus 26.0%
in fiscal 2000. The Company has initiated an aggressive push for reduction of
selling and administrative expenses and anticipates some re-organization in
areas that do not provide the value to justify the expense.





                                      12
<PAGE>   14


DEPRECIATION AND AMORTIZATION

        Depreciation and amortization decreased $42,000 to $277,000 for the
third quarter of fiscal year 2001, compared with $319,000 for the same period
a year ago. This decrease is related to equipment reaching its useful life and
correspondingly has been fully depreciated.

NON-OPERATING INCOME AND EXPENSE

        Investment income consists of returns earned on funds invested in
corporate bonds and treasury bills. Management maintains these funds in a
trust account with the majority of the funds invested in government
securities.

       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 March 31, 2001, the Company had borrowings of
$2,991,000, bearing interest at rates ranging from 5.5% to 9.9%. The majority
of these borrowings of $2,070,000 was through its Norwegian subsidiary and
includes an outstanding principle amount of $1,078,000 for the capital lease
on the building in Norway and $992,000 in a working capital line of credit.
Cuisine Solutions France also has a term loan for $652,000 at 5.5% obtained to
finance a plant expansion and elimination of factoring. The current portion of
this loan is $13,000, and the loan is due September 2003. The remainder of the
debt $8,000 is a vehicle loan used to acquire a truck for the Company's USA
facility.


                                      13



<PAGE>   15


FORTY WEEKS ENDED MARCH 31, 2001 COMPARED TO FORTY WEEKS ENDED APRIL 1, 2000

NET SALES

     Third quarter year to date 2001 sales totaled $ 27,111,000, up 3.5% from
a previous years sales of $26,192,000. 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 2001   YTD FISCAL 2000    $CHANGE    %CHANGE
                               ---------------   ---------------    -------    -------
<S>                            <C>              <C>             <C>           <C>
 USA                             $  18,977,000   $   17,600,000  $ 1,377,000      7.8%

 Norway                                634,000        2,254,000  (1,620,000)   (71.9%)

 France                              7,500,000        6,338,000    1,162,000     18.3%

                               --------------------------------------------------------
Total Product Sales Revenue      $  27,111,000   $   26,192,000    $ 919,000      3.5%
                               ========================================================
</TABLE>

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

<TABLE>
<CAPTION>

                              YTD FISCAL 2001   YTD FISCAL 2000    $CHANGE      %CHANGE
                              ---------------   ---------------    -------      -------
<S>                            <C>              <C>             <C>           <C>
Foodservice                        $  6,772,000    $  6,351,000     $ 421,000       6.6%

On Board Services                    10,362,000       9,734,000       628,000       6.5%

Retail                                  551,000         353,000       198,000      56.1%

Military                                866,000         429,000       437,000     101.9%

New Business                            426,000         733,000     (307,000)    (41.9%)

                                ---------------------------------------------------------
Total                              $ 18,977,000    $ 17,600,000   $ 1,377,000       7.8%
                                =========================================================
</TABLE>


Total fiscal year 2001 YTD Value of Norwegian Shipments (Includes
inter-company sales)

<TABLE>
<CAPTION>
                                FISCAL 2001          FISCAL 2000
                            YTD NORWAY Q3 SALES  YTD NORWAY Q3 SALES  $CHANGE   %CHANGE
                            -------------------  -------------------  -------   -------
<S>                         <C>                   <C>                <C>        <C>
Sales in US Dollars                   4,398,000            4,570,000  (172,000)   (3.8%)

Sales in Norwegian Kroners           39,700,000           36,417,000  3,283,000     9.0%

Average Exchange Rate                      9.027               7.969
</TABLE>

Total fiscal year 2001 YTD Sales from France

<TABLE>
<CAPTION>
                                FISCAL 2001           FISCAL 2000
                            YTD FRANCE Q3 SALES  YTD FRANCE Q3 SALES  $CHANGE   %CHANGE
                            -------------------  -------------------  -------   -------
<S>                         <C>                   <C>              <C>          <C>
Sales in US Dollars               7,500,000             6,338,000    1,162,000       18.3%

Sales in French Francs           54,749,000            40,968,000   13,781,000       33.6%

Average Exchange Rate                 7.300                 6.464
</TABLE>



                                      14
<PAGE>   16


Despite the decreased sales for the third quarter fiscal 2001 YTD third
quarter Foodservice sales increased $421,000 to $6,772,000, a 6.6% increase
from previous YTD sales of $6,351,000. The increase is attributed to increased
distributor sales to hotel events, sales of product placed on a national hotel
restaurant menu and increased sales to theme parks.

Similar to the previously discussed third quarter sales decrease fiscal 2001
YTD third quarter On Board Service sales increased $628,000 to $10,362,000, a
6.4% increase from previous YTD sales of $9,734,000. The increase is
attributed to increased sales to airlines as well as new sales to harbor
cruise lines.

Fiscal 2001 YTD third quarter Retail sales increased $198,000 to $551,000 from
previous YTD sales of $353,000. The sales increase was due to higher volume to
the In-Store Deli and continued market tests of the In-Store Deli sales
program.

Fiscal 2001 YTD third quarter Military sales increased $437,000 to $866,000
from previous YTD sales of $429,000. The increase is attributed to the
business growth of the broker/distributor managing Cuisine Solutions product.

Fiscal 2001 YTD third quarter New Business sales decreased $307,000 to
$426,000 from previous YTD sales of $733,000. The decrease is attributed to
lower sales to catalog sales companies as well as lower sales to chain
restaurants. The sales decreases to both customer groups were caused by the
reluctance to reduce the product pricing to these customers. Management
believes it was cost effective to forgo the sale rather than reduce prices and
service these smaller volume sales orders.

In spite of the third quarter sales decrease the YTD shipment volume for
Norway increased 9% compared with previous YTD sales. This was driven by a
higher demand for salmon in both the USA and France. The USA sales dollar
value was lower due to the decrease in the value of the Norwegian Kroner
versus the US dollar.

The third quarter YTD US dollar value of sales from Cuisine Solutions France
increased $1,162,000 to $7,500,000 from previous years YTD sales of
$6,338,000. The growth in France is attributed to increased sales of private
label packaged product to the retail market in France. The YTD sales in French
Francs increased FRF 13,781,000 to FRF 54,749,000 from previous YTD sales of
FRF 40,968,000. The French Franc sales figure is a better measure of real
business growth since the real growth is diluted by the decreased value of the
French franc against the US Dollar.

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

<TABLE>
<CAPTION>
                                                                    YEAR TO DATE
                                                                    ------------
                                                               MAR. 31,     APR.  1,
                                                                 2001          2000
                                                                 -----         ----
                                                               (dollars in thousands)
<S>                                                              <C>         <C>
Net sales........................................................$  27,111    $ 26,192
Gross margin percentage.........................................     23.1%       21.0%
Income (Loss) from operations....................................$   (590)      (1,430)
</TABLE>

     Total consolidated gross margins increased by 1.9% year to date fiscal
2001 third quarter compared to 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. Management will also continue to test the elasticity of
price in the Food Service channel via strategic price increases.

                                      15

<PAGE>   17


DEPRECIATION AND AMORTIZATION

        Depreciation and amortization remained flat at $727,000 for year to
date third quarter of fiscal year 2001, compared with $726,000 for the same
period a year ago.

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 March 31, 2001, the Company had borrowings of
approximately $2,991,000, bearing interest at rates ranging from 5.5% to 9.9%.
The majority of these borrowings of $2,070,000 was through its Norwegian
subsidiary and includes an outstanding principle amount of $1,078,000 for the
capital lease on the building in Norway and $992,000 in a working capital line
of credit. Cuisine Solutions France also has a term loan for $652,000 at 5.5%
obtained to finance a plant expansion and elimination of factoring. The
current portion of this loan is $13,000, and loan is due September 2003. The
remainder of the debt $8,000 is a vehicle loan used to acquire a truck for the
Company's USA facility.

PROVISION FOR TAXES

      No provision for income taxes was made during the third quarter of
fiscal 2001.






                                      16




<PAGE>   18



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.

LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2001, the Company's combined total of cash and short-term
investment balances was $87,000, compared with $948,000 at June 24, 2000. This
decrease is the result of the increased inventory and capital spending.
Additionally, the Company held investments of $2,534,000 and $4,715,000 at
March 31, 2001 and June 24, 2000, respectively, with maturities greater than
one year. There is no restriction on cash balances at the end of the fiscal
2001 third quarter.

     Net cash used by operations amounted to $2,878,000 for year to date 2001,
compared to cash used of $3,527,000 a year ago. Cash in the amount of
$1,417,000 was provided by investing activities, largely due to the sale of
investments at maturity. Cash in the amount of $600,000 was provided by
financing activities related to the Norwegian and French operations expanded
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 March 31, 2001, $992,000 was outstanding under this overdraft
facility. The maximum amount available under line of credit is currently
$1,120,000.

FUTURE PROSPECTS

MARKETING EFFORTS

        In fiscal year 2001, the Company's strategy will involve increasing
the Cuisine Solutions market share while improving image of pre-prepared
frozen entrees in the banquet, airline, rail, cruise line and retail
industries.

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 2001 strategy involves the continued growth to the hotel
banquet customer group, but additional focus on special events and large "key"
customer accounts. Special events are large events such as the Super Bowl, PGA
Tournament, World Cup, NASCAR Races, and Olympics. The company is positioning
itself as the premier supplier to these and other events and already has a
successful track record in those mentioned. In addition to special events, the
Food Service Management Group has been working with large contract food
service groups that provide





                                      17
<PAGE>   19



meals to health care organizations, company cafeterias, schools and other
institutions. The Cuisine Solutions consistency, quality and labor savings
provide attractive opportunities to these organizations. Cuisine Solutions
believes these strategic partnerships are essential to aggressive growth in
this sales channel.

Management expects the sales growth to continue at same or higher rates for
the balance of fiscal 2001.

ON BOARD SERVICES

        On Board Services has enjoyed aggressive growth during YTD 2001
although the third quarter sales slowed, management expects the growth rates
to be back by the first quarter of fiscal year 2002. Key growth areas include
an aggressive rollout of the pasta product line now that the company has
additional capacity, penetration into existing key accounts and growth into
new accounts. In addition to domestic growth, the On Board Services Group has
already initiated aggressive campaigns to expand into the European markets
providing product via Cuisine Solutions France.

The On Board Service Group is currently investigating opportunities to provide
prepared entrees to the vacation cruise lines. Cruise lines are facing the
same labor shortages, cost issues, quality and consistency problems facing the
Foodservice industry. The Company expects this to be a longer selling process,
therefore, no sales to this customer group are expected during this fiscal
year.

The On Board Service Group has already initiated discussion and conducted
product presentations to airlines servicing Mercusor countries. The Company
anticipates some sales to airlines served from the Brazilian facility during
the fourth quarter of fiscal year 2001.

RETAIL

Cuisine Solutions has been conducting tests in the retail market with sales
and marketing strategy focused on the Supermarket In-Store Deli channel and
received a very high level of consumer acceptance to the products with
significant sales growth from the initial Deli/Prepared Foods store sets. The
Cuisine Solutions product line provides the In-Store Deli channel with high
quality entrees and sauces at price points that provide consumers with
considerable value. The packaging of the product line has been re-configured
enable retailers to store adequate quantities, provide ease of execution and
minimize on hand inventory. The Company has also developed an
in-store-marketing program to help retailers display the product and maintain
a high quality case presentation. Benefits to retailers include high dollar
unit sales, a high profit margin, minimum shrink loss, a high level of food
safety and an upscale case presentation. Management is monitoring this program
since success could delivery significant future growth to the Company. The
Company's management expects to see continued aggressive growth in this sales
channel.

FRANCE

Cuisine Solutions France has experienced significant growth during fiscal year
2001, 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. Management has narrowed the focus to
Germany and the United Kingdom. Results from market studies are currently in
review for the execution of a strategic plan during the fourth quarter of
fiscal year 2001.

Cuisine Solutions France is also a margin supplier of pre-prepared packaged
meals sold through the retail supermarket channel. This experience and the
existence of a highly successful production line has opened doors for future
opportunities in both North and South America.

Year to date growth rates in France are expected to continue for the balance
of the fiscal year.



                                      18


<PAGE>   20


BRAZIL

The Brazilian facility is currently in a test production phase after the
successful opening in January 2001. Several sales presentations have been made
to major retail customers, airline companies and foodservice distributors
throughout Brazil. The Company is expecting initial sales during the fourth
quarter of fiscal 2001 and anticipates significant growth during fiscal 2002.





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 30% of year to date 2001 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 French francs. As currency exchange rates,
translation of the income statements of the Norway and French operations into
U.S. dollars affects year-over-year comparability of operating results. Sales
which are subject to these foreign currency fluctuations are approximately 30%
of the Company's sales. The net assets of the subsidiaries are approximately
27% 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>   21


                           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 17th annual meeting of shareholders was held on October
25, 2000 in Dulles, Virginia at the Washington Dulles Airport Marriott 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), Alexandre Vilgrain,
Mr. Charles McGettigan, Mr. David Jordan and Ms. Nancy Schaefer.

Robert van Roijen was elected Director of Cuisine Solutions, Inc. on January
31, 2001.  Mr. van Roijen founded and is President of Tox Financial Company, a
money management firm in Winter Park, Florida.  He is also a founding partner
of Patience Partners, a hedge fund specializing in small capitalization
stocks.

Mr. van Roijen also serves on the Board of Quixote Corporation, and Security
Storage Company of Washington, D.C.  From 1977 to 1987 he was President and
Chairman of the Board of Control Laser Corporation, a manufacturer of
industrial lasers.  In 1965 he joined IBM where he held a variety of positions
in marketing and as a liaison to the Executive Offices of the U.S. Government.
Prior to that he served as an officer of the U.S. Marine Corps for three
years.  Mr. van Roijen is a graduate of Harvard College.



                                      20



<PAGE>   22




                                   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 3, 2001                                By: /s/Stanislas Vilgrain
    ---------------------                              ---------------------
                                                       Stanislas Vilgrain
                                                       President and CEO

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






                                      21