<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                  FORM 10-K
                                  (MARK ONE)
 XX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                       ----- ACT OF 1934 [FEE REQUIRED]
                   FOR THE FISCAL YEAR ENDED: June 30, 2001
                                -------------
     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                ------ EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 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 (I.R.S. EMPLOYER
              INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
            85 South Bragg Street, Suite 600, Alexandria, VA 22312
            ------------------------------------------------------
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 270-2900
                                --------------
         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                        NAME OF EACH EXCHANGE
                   TITLE OF EACH CLASS  ON WHICH REGISTERED
                   -------------------  -------------------
                           None                None
         SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                    Common Stock, par value $.01 per Share
                    --------------------------------------
                                (TITLE CLASS)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
                                   YES X  NO
                                      ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [_]

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the Common Stock on September
21, 2001 as reported on the NASDAQ/OTC Bulletin Board Market Quotation System,
was approximately $4,285,000. Shares of Common Stock held by each officer and
director and by each person who owns 5% or more of the outstanding Common
Stock have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive
determination for other purposes.

As of September 21, 2001, there were 14,824,588 shares outstanding of the
Registrant's Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE
Parts of the following document are incorporated by reference in Parts III and
IV of this Form 10-K Report: Proxy Statement for Registrant's 2001 Annual
Meeting of Stockholders to be filed - Items 10, 11, 12 and 13.

Exhibit Index is located on page 20.

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                                    PART I
ITEM 1. BUSINESS
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Cuisine Solutions produces and markets prepared foods to the Food Service
Industry to include sales channels such as airlines, passenger trains, harbor
cruise lines, retail supermarket in-store delis, national restaurants and
hotel banquets. During the fiscal year 1999, the Company started in a second
industry segment relating to international management services. The Company
will provide ongoing management advisory services under separate service
contracts to include global management and food manufacturing expertise. The
Company earned $446,000 fees for management services during fiscal 2001.

GENERAL
Cuisine Solutions has been providing high quality entrees to the Foodservice
market for over eleven years. The company is recognized in the market place as
having the highest quality frozen food product line in the world.

Cuisine Solutions unique use of sous-vide processing allows Cuisine Solutions
to produce high quality entrees and sauces for use in hotel banquets,
restaurants, first class and business class meal service and retail frozen
foods and prepared products for retail in-store delis.

The Cuisine Solutions strategy began in 1988 when as Vie de France, Management
recognized the growing trend and future demand for high quality foods at value
prices.

In addition to quality, Management also saw the growing need for clean
ingredient statements, meaning reduced use of chemical and natural
preservatives to enhance flavor and shelf life.

The special cooking process involved preparation of Cuisine Solutions products
using chef developed recipes and only the finest quality ingredients. The
cooking process involves slowly cooking the products for longer period of time
than most food companies and at lower cooking temperatures. This special
process is a culmination of culinary art and food science in that it requires
precise controls of the cooking process and each precise control is applied to
each individual recipe. This process involved a decade of research and
development to produce the wide range of high quality products currently
offered by Cuisine Solutions. This entire process is managed through precise
computerized cooking equipment under the supervision of culinary
professionals.

What does this mean to the market place? Well, today consumer trends are
moving heavily towards fast food and convenience. What has suffered in the
meantime is culinary quality and nutrition. The trend also includes an
increased demand for high quality, unique ethnic recipes while consumers have
lower cooking skills.

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The Cuisine Solutions product line enables foodservice providers that require
exceptional quality to now purchase fully cooked, high quality products from
Cuisine Solutions rather than the alternative of preparing products from
scratch.

Cuisine Solutions products also enable foodservice providers to provide a wide
range of products and eliminate the need for raw materials and logistics,
especially for last minute events. They contribute to reduce the labor
required to prepare food products; increase food safety by reducing manual
product handling, reduce yield losses, and provide consistent portion sizes.

In addition to the above benefits, Cuisine Solutions products do not require
additional preservatives normally found in prepared foods due to our unique
cooking process. This makes Cuisine Solutions products especially attractive
to foodservice establishments, national restaurant chains, retail frozen and
in-store deli prepared foods, health care facilities, as well as large upscale
event caterers.

Cuisine Solutions has a strong presence in both North America and Europe,
having the unique capability to service target airlines both to and from
Europe. The recently added facility in Brazil has also added the ability to
provide same airline meals to South American airline traffic to both Europe
and North America.

A significant part of the Cuisine Solutions strategy is to locate production
facilities in places where finished goods are in demand, as well as in
countries that are the most efficient source of quality raw materials such as
Norway for salmon, Brazil for poultry and pork and Chile for white fish and
seafood.

The Brazilian facility will provide Cuisine Solutions with both quality and
price to effectively compete on a larger scale in the European market place
and open new markets that have been traditionally dominated by larger
companies.

Cuisine Solutions has initiated plans to build a facility in Chile to position
Cuisine Solutions as a major competitor in the global seafood market since the
sous-vide process provides exceptional quality finished product on seafood
items.

Supported by the best and most experience technical team in this cooking
technology` and enhanced by the collaboration of some of the best culinary
chefs in the industry, Cuisine Solutions provides a unique value to the market
place with its quality consistent products. It gives the struggling,
overworked, understaffed foodservice operators expanded menu lines, labor
savings, flexibility, serving time reduction, reduced yield losses and
increased food safety.

The Company operates 4 production facilities on three continents, two in
Europe, one in the USA and one in South America. It has strategically
positioned itself to be a high quality provider of prepared foods, with
unique product capabilities at competitive market prices.

Cuisine Solutions has been growing consistently since fiscal year 1998 as
management continues its' strategic plan to provide product awareness


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in the retail and hotel banquet sales channels as well as increased market
share of the airline and railroad market opportunities.

Cuisine Solutions currently serves product through the following sales
channels:

On Board Services: Airlines, Railroad and Cruise Lines;
Foodservice: Hotel banquets, Convention Centers, Sport Stadiums and other
Special Events such as the Superbowl, Olympics, World Cup, and Sales to
Restaurant Chains;
Retail: Supermarket In-Store Deli and premium frozen retail category; Sales to
Military through distributors;

The On Board Services (OBS) channel includes customers that provide
transportation services to the general public and serve meals. With chef
created high quality fully cooked pasteurized products, and the ability to
make changes quickly and easily, Cuisine Solutions has become the preferred
supplier to the world's top airlines for their business and first class
services. Airlines and On Board Services caterers also recognize the value of
Cuisine Solutions global presence, which allows them to design high-class
menus to the United States from Europe and South America. The ability to
create high quality meals in three continents gives Cuisine Solutions a strong
competitive edge in the development of standardized quality meals for non-USA
and USA airlines with flight routes departing from South America and Europe.
Most USA carriers are now working with Cuisine Solutions and the Company is
developing commercial relations with large European and South American
airlines and caterers. The On Board Services sales segment is also the
supplier of choice for national railroad companies in first class services in
the USA and France. Focused effort and services towards this market has
allowed Cuisine Solutions to gain dominant market share. The On Board Services
group is currently working to develop sales and services with large global
operators of luxury cruise lines. The On Board Services channel experienced
consistent growth over the past years. Cuisine Solutions products and services
along with its international presence should become the supplier of choice of
this new exciting global customer group of the On Board Services.

The Foodservice sales channel serves product to hotel banquets, hotel
restaurants, sports stadiums, large special event caterers, and national
restaurant chains. Cuisine Solutions products are attractive for foodservice
understaffed and overworked operators, as it improves both their revenue
capability and their meal costs. Revenue capability is improved as Cuisine
Solutions products and menu services enhance and enlarge food operators menu
offerings, increases their table rotation through faster delivery of meals,
and improves the quality, safety and consistency of their menu offerings.
Cuisine Solutions products facilitate the offerings of special menu and
promotions programs, which result in higher customer headcount and a higher
average check per customer. The cost of meals is reduced for the food operator
as Cuisine Solutions products and technical services reduce production labor
cost and yield losses, while lowering utility and equipment use time. Cuisine
Solutions products also offer a unique way of controlling portion costs and
recipe execution. Pre-prepared entrees also offer additional savings in
kitchen space, equipment, capital investment and leasehold improvement costs.



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There are many prepared food manufacturers in the industry, but most can be
classified as large processors with mass production and quality associated
with mass production frozen foods. They operate large, heavily capitalized
facilities, providing very little flexibility, variety and responsiveness to
the market place. Smaller manufacturers can provide more flexibility and
variety, but are limited in capacity, and do not have global expansion
opportunities. Our competitors do not have access to our sous-vide technology
that involves significant R&D in addition to specialized equipment and
equipment knowledge. The Company consolidated the Foodservice sales channel
during fiscal year 2001, placing airlines, national restaurant chains, hotels
and banquets under one sales channel and Management Group. Cuisine Solutions
has been able to successfully cut down on administrative cost via elimination
of positions and reduction of business travel. This cost reduction has been
aided by the creation of a call center that pro-actively contacts customers to
follow up on orders, a process that has been successful in our French
subsidiary for many years. The Foodservice channel currently provides the
highest gross margins to the Company and experienced consistent growth during
fiscal year 2001. Objectives for Fiscal 2002 include continued penetration
into key national accounts, banquet centers and casinos. Cuisine Solutions
will also pursue increased sales via the call center initiated during fiscal
year 2001. Management intends to pursue larger accounts during fiscal 2002
since Cuisine Solutions pricing, both current and future, will be affected by
the number of products and the efficiency and productivity of both the sales
force and production facilities. Management expects double digit growth rates
in Europe, but is uncertain of the impact the slowdown in the US economy will
have on USA sales.

Cuisine Solutions initiated its strategic involvement in the retail sales
channel upon completion of the acquisition of the French subsidiary, Cuisine
Solutions France, in December 1999. Cuisine Solutions France has been
achieving considerable success with its retail partnership with French
retailers in the packaged, premium private label category. Cuisine Solutions
France has had consistent sales growth over the previous four year period.
French consumers are demanding when it involves food quality. The ability
of Cuisine Solutions France to meet these demands resulted in increased
revenues of more than forty percent during fiscal 2001. This increase of
volume was critical in the attainment of the profit objectives of Cuisine
Solutions France. To evaluate retail opportunities in the USA, Cuisine
Solutions initiated a strategy to introduce its product line to the USA
retailers via the in-store deli market. The marketing strategy enabled Cuisine
Solutions to take advantage of the quality, consistency, cost and safety
benefits provided to the Company's Foodservice customers and initiate in-store
deli programs in the USA with minimal additional marketing investments. Fiscal
year 2001 retail sales were just fewer than one million US dollars, an 85%
increase over the previous year. The deli program also caught the attention of
retail frozen food executives that requested the opportunity to evaluate the
Cuisine Solutions product for the North American frozen food channel. As of
the close of the fiscal year, Cuisine Solutions had multiple premium frozen
food projects underway, with anticipated product rollout during fiscal year
2002.

During fiscal year 2001, Cuisine Solutions also initiated the same in-store deli
program to the largest supermarket retailer in Brazil, focusing its initial
sales efforts in Sao Paulo and Rio de Janeiro. The rollout plan is in progress
with expectations to reach 120 stores by December 2001. The Company envisions
excellent retail growth opportunities in Brazil. Cuisine Solutions has been
given the opportunity to be the sole supplier to provide a complete prepared
meal solution to the in-store deli category of the mentioned retailer. Its
current indirect competitors in this category are local caterers. Cuisine
Solutions offers better quality, consistency, cost reduction and food safety, as
well as the culinary expertise to help the retailer enhance product selections
and seasonal varieties. Retail objectives for fiscal year 2002 include the
addition of a major retail customer in France in the upscale premium frozen
packaged foods category, the only growth category of frozen food in Europe,
penetration into the USA in-store deli of targeted retailers, introduction of
premium frozen retail products into the USA market and completion of in-process
product rollout to the in-store deli program in Brazil.

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Military sales involve sales through distributors for the USA armed forces with
an emphasis on sales to the US Navy. 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.
The Company has placed specific objectives for the broker and eliminated a
commission compensation structure, invoicing the broker direct for all orders
and placing the responsibility for inventory and accounts receivable management
on the broker/distributor. This resulted in the highest sales growth in the
United States compared with the other sales channels during fiscal year 2001.
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.

The Company maintains manufacturing facilities in the United States, Norway,
France and Brazil.

Cuisine Solutions, USA:
Cuisine Solutions operates a thirty-nine thousand square feet manufacturing
facility located in Alexandria, Virginia. The facility is USDA and HACCP
certified, and has the ability to produce the complete range of Cuisine
Solutions products to include the new high volume enrobed pasta line.

Cuisine Solutions Norway:
Cuisine Solutions operates a sixteen thousand square feet facility located on
a fjord in Hjelmeland, Norway. The award winning facility produces fully
cooked salmon in a variety of sizes and flavors. This HACCP certified facility
only uses the highest quality Norwegian Salmon in its facility, and produces
product that is shipped to North America, Europe and Scandinavia.

Cuisine Solutions France:
Acquired by Cuisine Solutions in 1999, Cuisine Solutions France is strategically
located a short drive North from Paris in Louviers, France. This fifteen
thousand square feet HACCP certified facility produces a full range of
traditional French recipes for the European foodservice market as well as the
French retail market. The recently expanded facility can produce all of Cuisine
Solutions products with the addition of retail packaging capabilities. Cuisine
Solutions France is the training area for many Cuisine Solutions Operations
Managers since the facility has the most collective experience using the sous
vide process, and adheres to strict culinary discipline, a culture that is
passed on to all of our facilities.



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Cuisine Solutions Brazil:
The largest and newest facility, Cuisine Solutions Brazil, managed under a
joint venture agreement, has over forty-four thousand square feet of
production area and the capability to produce all Cuisine Solutions products.
Cuisine Solutions Brazil is located in the Brazilian federal capital city
Brasilia. The facility has been designed to handle large volume demand and was
also designed for expandability to meet future additional volume requirements.
The Brazilian facility initiated production in May and had initial customer
production runs in May for test marketing the retail product line in Brazil.
The facility also received approval from the European Community in May 2001,
an approval that requires strict quality control measures in order to have the
approval to ship product to Europe. Cuisine Solutions intends to take
advantage of the lower cost of poultry, beef and pork in Brazil, and ship
product to the European market. Cuisine Solutions Brazil will focus on the
development of the South American retail and foodservice markets in fiscal
year 2002.

Cuisine Solutions Chile:
In June 2001 Cuisine Solutions entered into a joint venture agreement with a
Euro-Chilean partnership that will build a processing facility in Chile to
produce a wide range of seafood items. The sous-vide process works
exceptionally well with seafood, and the proximity to the source of high
quality, lower cost materials should place Cuisine Solutions with a
significant advantage in regard to both product quality and cost. Cuisine
Solutions anticipates the facility to be up and running in September 2002 and
has planned the initial facility to be approximately nineteen thousand square
feet. The joint venture agreement was not consummated yet as cash has not been
exchanged as at June 30, 2001.

Cuisine Solutions uses the latest in computerized Enterprise Resource Planning
systems, enabling Cuisine Solution to link up all manufacturing sites using
one on line-real time information system to track all Company resources as
well as have DRP/MRP capabilities internationally.

Cuisine Solutions, Inc. was incorporated in the State of Delaware in 1974. Its
principal executive offices are located at 85 South Bragg Street, Suite 600,
Alexandria, VA 22312 and its telephone number at that location is (703)
270-2900.

The Company desires to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Therefore, this report
contains forward looking statements that are subject to risks and
uncertainties, including, but not limited to, the reliance on key customers,
fluctuations in operating results and other risks detailed from time to time
in the Company's filings with the Securities and Exchange Commission. These
risks could cause the Company's actual results for 2002 and beyond to differ
materially from those expressed in any forward looking statements made by, or
on behalf of, the Company.

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BACKGROUND
The Company commenced operations in 1972 as a wholesale producer of French
bread for daily delivery to the Washington, DC area. The Company expanded its
markets throughout the 1970s. In fiscal year 1979, the Company began offering
its product through Company-owned retail bakeries where the products could be
freshly baked throughout the day. During the 1980s, the Company expanded its
frozen dough product line and developed processes to facilitate the baking of
these products at the point-of-sale. As of May 1994, the Company owned and
operated 31 retail units. The Company sold the Bakery Division and the
Restaurant Division to Vie de France Bakery Yamazaki, Inc. in 1991 and 1994,
respectively.

The Company began development of the Culinary division business in 1987, in
conjunction with research previously performed by Nouvelle Carte France, a
related French Company. As a result of the growth in the application of high
quality frozen products in Europe, the Board authorized the establishment of
the Vie de France Culinary Corporation for the express purpose of the research
into and development of high quality frozen products for the U.S. market. This
Company was formed in 1987, and was later merged into Vie de France
Corporation. In 1989, construction began on a 30,000 square foot plant in
Alexandria, Virginia designed to manufacture its sous-vide product line under
the trade name Vie de France Culinary. The Culinary plant began operations in
May 1990, and expanded into a 39,000 square feet building. The Company
constructed a manufacturing facility in Norway, and initiated production in
August 1994. The primary focus of the Norwegian facility was to supply the
Company with all salmon products. The Company acquired the French company
Nouvelle Carte to supply airline customers on the European side as well as
supply global foodservice and retail customers. The Company entered into a
joint venture to construct a manufacturing facility in Brasilia, Brazil to
service airlines in the Mercusor markets, our European retail customers that
have a strong presence in Brazil, and for low cost poultry and beef product
exports to the European markets. The Brazilian facility started with test
production during May 2001 and established regular operations with first
shipments in June 2001.

During fiscal years 1991 through 1996, the Culinary Division successfully
built its sales volume from zero to over $2 million in fiscal year 1991, and
by fiscal year 1996 to $16 million. During fiscal year 1997, the Company
restructured its sales organization to develop focused sales and marketing
strategy. The Company embarked on strategic marketing campaigns to educate the
market place to the advantages of sous vide processing and increase awareness
of the existence of the Company and its product line. During this first year
of the strategic marketing effort and re-organization, fiscal year 1997 sales
declined to about $14 million. During fiscal year 1998 the Company continued
its reorganization while sales remained steady at $14 million. During fiscal
year 1999, sales increased to over $20 million, an increase of approximately
48%. During fiscal year 2000, sales increased to $36 million, an increase of
30.2% over fiscal 1999. Fiscal year 2001 sales slightly increased over $36
million. All subsidiaries increased their sales in local currencies before
elimination of inter-company transactions. Sales from France and Norway have
been diluted in US dollars compared to their real growth in local currency due
to the weakening of the European currencies.

In April 1998, the Company went live with a fully integrated ERP system that
includes production, inventory, capacity planning, purchasing, sales order
management and financials. The company has spent two years training and fine
tuning the system, personnel, and related management procedures, and plans to
roll these systems out to the other facilities.

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The systems and related management control guidelines are strategic to
providing the data and management information to maintain management control
during the aggressive growth of the Company.


PRODUCTS
The Company develops, produces and markets chef-created fully cooked, fully
prepared entrees and sauces. The products are high-end items without the
high-end price since they can be produced in large volumes. The product line
consists of items not usually available to our customers such as Osso Buco,
Chilean Sea Bass, Beef Wellington and Stuffed Pork Chops as well as staple
items such as plain and stuffed chicken breast. The precise cooking process
allows the Company to prepare a perfect duck breast, rack of lamb or veal
chop. The combination of the unique cooking process, the internal culinary
expertise and international distribution has been critical to the sales
success to date. During fiscal year 2000, the Company completed the
installation of an enrobed pasta production line. This enrobed pasta line
involves creating pasta and sauce combinations of pre-cooked pastas that
allows our customers to simply heat and serve the product. Customers no longer
need to purchase separate pasta and sauce, and can heat and serve rather than
cook from scratch. During the enrobing process, the sauce adheres to the pasta
in a special process that prevents the sauce from settling during distribution
thus providing a consistent product. The pasta line went operational in 2001.

The sous-vide cooking process involved preparing a product with the required
spices, vacuum sealing the product, and cooking the product under water for
precise times at precise temperatures. This precision in time and temperature
allows the Company to produce the exact specification on any protein item
produced. The process is controlled by computerized systems, and each item
is exact every time. The cooking process also provides an eighteen-month shelf
life on most protein items without the need for any food additives or
preservatives. The product has enormous application with health conscience
retailers and health care organizations due to this lack of required
additives.

The Company packages its products in two ways. Many products are vacuum-sealed
and frozen in either single or multi-serving packaging and then case-packed.
Single-pack items provide maximum customer flexibility, while multi-serving
packs provide additional efficiency and economy for large-scale preparations.
The French facility packages a private label retail carton for the frozen and
refrigerated retail sales area for retail supermarkets. Approximately 46% of
the sales from the French facility are to retail customers.


DISTRIBUTION
The majority of Company sales are frozen products shipped throughout the USA
and Europe. Norway provides 98% of the salmon products globally while France
and the USA produce non-salmon products for Europe and the USA respectively.
All products are shipped frozen except for some retail sales in France, which
is refrigerated. The French retail sales are all final sales, and the retailer
bears the risk for any unsold product. The French facility maintains one
additional third party warehouse for storage, while the USA maintains six
third party outside warehouses at the end of fiscal year 2001, four warehouses
have been closed during FY 2001. Most of the warehouses were created to
support the Foodservice sales requirements for short lead times and product
availability. The Company and internal systems can quickly and easily add or
subtract additional outside warehouses when and where it is deemed necessary.

The Company sells one hundred percent of its product through its own sales
personnel located in either France or the USA. Norway does not have a sales
force. Norwegian product is sold to either France or the USA as inter-company
sales, or sold by the sales team to ship direct from Norway to customers located
in Scandinavia or England. All USA sales are to USA markets, and French sales to
European markets.


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RAW MATERIAL STATUS
The Company historically purchased its raw materials from a number of
different suppliers at spot market prices except for USA poultry that the
Company began contract purchasing in fiscal 1999. The practice of spot market
purchasing and bidding out to suppliers does not allow the Company to take
advantage of annual low prices in certain commodity markets, nor does it allow
the Company to develop strategic partnerships with suppliers. Since systems
now provide forecast capabilities and the related material requirements, the
Company does engage in a more strategic approach to procurement and developed
strategic purchasing programs. During fiscal year 2001, the spot market price
of raw salmon remained relatively stable compared to last years forty
percent increase from the second quarter through the fourth quarter on the
Norwegian market.

PATENTS AND TRADEMARKS AND OTHER ITEMS IMPORTANT TO OPERATING SEGMENTS
The Company believes that its Cuisine Solutions, Inc. and Vie de France
Corporation trademarks are important to its business success. Accordingly, it
takes the necessary steps to protect them. During fiscal year 1998 the Company
assured its protection by changing the name on all trademarks it owns to
Cuisine Solutions, Inc in addition to maintaining the Vie de France
Corporation trademark. The Company and Vie de France Bakery Yamazaki, Inc.
entered into a Trademark and Service Mark License Agreement in 1991 and, in
conjunction with the sale of the Restaurant Division, amended and restated
this agreement. In 1997, the Company secured the use of a packaging trademark
called MicroRoast(TM) and MicroRoti(TM) to be used in the U.S. and European
market, respectively. This new packaging is designed for use in microwave
ovens and imparts a roasted quality to our value-added entrees.


CUSTOMER DEPENDENCY
The Company's largest customers involve two airline distributors that pull
product from Company based upon the Company's direct sales efforts to the
airline and related demand from the airlines to these distributors. The
Company sells product to many major airline companies, and does not have a
dependency on any one airline.

The Foodservice channel consists of a wide base of hotel banquet and
convention centers in a decentralized purchase decision environment and no
single customer can have a material impact on the total Company.


SEASONALITY
The seasonality of the hotel banquet industry, which typically peak in
September through December, and March through June, no longer has a major
impact on the total Company due to growing sales of the other sales channels.


COMPETITION
The Company considers itself to be a leader in the sous-vide segment of the food
service industry in the USA. At present, limited competition exists within the
USA frozen wholesale component of this segment. Other firms exist in France
within the retail and refrigerated components of the sous vide segment or cooked
food. As such, the Company primarily competes for sales against food service
providers in the frozen and raw segment, rather than against other sous-vide
suppliers. The Company offers value-added products, but must offer these
products in a price range that makes it economically advantageous for its users
to convert from other methods of food preparation.



<PAGE>   11



The Company believes its products can compete against these other methods in
price, product performance and convenience. The Company also offers
implementation and menu development services, as well as equipment to its
customers as another means of building sales. The Company depends upon its
product development, marketing, and menu items as a means of maintaining its
leadership position within the sous-vide industry.


RESEARCH & DEVELOPMENT
For continuing operations, the Company invested $593,000, $447,000 and
$266,000 in research and development activities in fiscal years 2001, 2000 and
1999, respectively. The Company maintains a staff of experienced culinary and
food science professionals in order to provide the marketplace with innovative
products on a continuous basis. The international staffing between the USA,
France and Brazil provides the Company with the latest in culinary trends on
both sides of the Atlantic. The French facility provides a source of dedicated
culinary professionals since the French culinary training is renown for its
dedication to the art of perfection with regards to food preparation.


REGULATION
The Company is subject to various Federal, state and local laws affecting its
business, including health, sanitation and safety regulations. The U.S. plant
operates under USDA supervision over the handling and labeling of its
products. The Company believes its operations comply in all material respects
with applicable laws and regulations. In addition to USDA standards, all
subsidiary facilities are HACCP certified.

The Company's production facilities in Norway, France and Brazil meet European
Community standards and regulations. The Norwegian products, along with
certain raw materials, are subject to import regulations.


EMPLOYEES
The Company employs approximately 340 people including full-time and part-time
workers and corporate staff.


GEOGRAPHIC SALES
The Company's sales are primarily focused in the United States, with sales
representing 70.4%, 67.6% and 61.9% of total sales for fiscal years 2001, 2000
and 1999, respectively.


ITEM 2. PROPERTIES
The Company owns the French facility and property, and leases its USA office and
its USA and Norwegian manufacturing facilities. The French facility located in
Louviers, France is approximately 15,000 square feet. The U.S. plant, located in
Alexandria, Virginia, is approximately 39,000 square feet. The Norway plant,
located in Hjelmeland, Norway, is approximately 16,000 square feet. The
Company's Norway plant is structured as a twenty-year capital lease whereby the
Company will own the facility at the end of the lease term on August 31, 2014.
The Company owns substantially all of the equipment used in its facilities.
Lease commitments and future minimum lease payments are shown in Notes 7 and 10
to the Consolidated Financial Statements, which is included in this Form 10-K.




<PAGE>   12




ITEM 3. LEGAL PROCEEDINGS
The Company is engaged in ordinary and routine litigation incidental to its
business, but management does not believe that any amounts it may be required
to pay by reason thereof will have a material effect on the Company's
financial position or results of operations.



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


                                   PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS COMMON STOCK
The Company's capital stock is divided into two classes: Common Stock and
Class B Stock. The Class B Stock, which is reserved for issuance to employees
under stock options plans, is identical in all respects to the Common Stock
except that the holders thereof have no voting rights unless otherwise
required by law. The Company's Common Stock is traded in the over-the-counter
market on the NASD National Market System under the symbol CUIS. The following
table sets forth for the quarters indicated the high and low sales prices per
share as reported on the National Market System:

<TABLE>
<S>                                                    <C>     <C>
Year ended June 30, 2001 High Low
First Quarter.......................................... $ 1.625 $ 1.031
Second Quarter.........................................   2.125   1.031
Third Quarter..........................................   2.000   1.094
Fourth Quarter.........................................   1.410    .950

Year ended June 24, 2000 High Low
First Quarter.......................................... $ 1.718 $  .937
Second Quarter.........................................   1.875   1.156
Third Quarter..........................................   3.062   1.437
Fourth Quarter.........................................   2.625   1.218

Year ended June 26, 1999 High Low
First Quarter.......................................... $ .938  $  .638
Second Quarter.........................................  1.000     .375
Third Quarter..........................................  1.500     .500
Fourth Quarter.........................................  1.562    1.000
</TABLE>


As of September 21, 2001 there were approximately 610 holders of record of the
Company's Common Stock.

No dividends were paid during fiscal year 2001, 2000 and 1999.

On November 30, 1998, the Company was notified by NASDAQ that it no longer met
the minimum $1.00 bid requirement to be included in the NASDAQ National Market
and was delisted. The Company currently trades on the OTC Bulletin Board.


<PAGE>   13

ITEM 6. SELECTED FINANCIAL DATA

                              FIVE YEAR SUMMARY
                   (in thousands, except per share amounts)
<TABLE>
<CAPTION>
                        2001          2000          1999           1998          1997
-------------------------------------------------------------------------------------------
<S>                  <C>            <C>          <C>             <C>           <C>
Net Sales               $ 36,138      $ 35,810       $ 27,492      $ 21,129      $ 19,473
Loss from
operations                 (660)       (2,313)        (1,523)       (4,406)       (3,322)

Net loss (1); (2)          (861)       (1,980)          (634)       (3,490)       (1,422)
Loss from
operations per
share                     (0.04)        (0.16)         (0.10)        (0.29)        (0.22)

Net loss per share        (0.06)        (0.13)         (0.04)        (0.23)        (0.09)

Total assets              22,761        24,357         26,874        28,910        25,935


Long term debt,
including current
portion                    2,582         2,449          2,569         3,288         3,173
Stockholders'
Equity                    16,514        17,392         19,342        21,225        13,512
Dividends per
share                          -             -              -             -             -
</TABLE>

(1) Includes gains from sale on discontinued operations of $468 in 1997

(2) Includes loss in equity from investment in Brazil of $661


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
Fiscal year 2001 revenue of $36,138,000 reflect a consolidated sales increase of
0.9% from fiscal year 2000 revenue of $35,810,000. The increase in sales were
due to a 5.2% increase in US sales, a 15.1% increase in sales from France and a
74.7% decrease in non-intercompany sales from the Norwegian subsidiary. France
had the second consecutive profitable year since the acquisition by Cuisine
Solutions. US dollar sales from Norway decreased as new sales from Norway are
now managed through the French subsidiary Cuisine Solutions France, and the
weakening of the Norwegian kroner versus the US dollar. Approximately 86% of the
sales from Cuisine Solutions Norway are inter-company sales to the USA and
French subsidiaries, and eliminated during the financial consolidation process.

Net losses for fiscal year 2001 were $861,000, $1,119,000 lower than fiscal
year 2000 losses of $1,980,000 due to improved management of costs, and lower
salmon material costs.

Net losses for fiscal year 2000 and 1999 were $1,980,000 and $634,000
respectively against sales of $35,810,000 in fiscal 2000 and $27,492,000 in
fiscal 1999. The increase in losses from 1999 to 2000 were driven by higher
costs and lower quality of raw salmon and loss of investment income due the
use of investment funds to finance operating losses and capital investments.

Nouvelle Carte was acquired during fiscal year 2000 for the purpose of
establishing a European manufacturing base to service airline carriers that
require same meal service both to and from Europe. The majority of Nouvelle
Carte sales were to large international retail companies with a private label
packaged product line, but limited to the French market. Cuisine Solutions
intends to use this relationship in building business with the same retailers,
develop a global retail strategy and use existing relationships to build
business in both France and other countries. The acquired Company, now known
as Cuisine Solutions France, is also the training grounds for the technical
culinary staff and the source of many product development projects.

<PAGE>   14

The company also further developed the investment known as STAR CHEF ALLIANCE,
which created the FIVELEAF brand.

FIVELEAF is an extraordinary consortium of the most distinguished chefs in the
United States, together with several of the best-respected chefs in France. They
are: Daniel Boulud, owner of Daniel in New York City; Charlie Trotter, owner of
Charlie Trotter's in Chicago; Reine Sammut, owner of Auberge La Feniere in
Lourmarin, France; Antoine Westermann, owner of the Buerehiesel in Strasbourg,
France; Thomas Keller, owner of The French Laundry in Yountville, California;
Mark Miller, owner of the Coyote Cafe in Santa Fe, New Mexico and Red Sage in
Washington, D.C.; Pierre Herme, renowned pastry chef, and Gerard Bertholon,
Executive Chef of Cuisine Solutions, Inc.

The Company will produce at its plant, in Alexandria, VA, a luxury line of
prepared entrees, accompaniments, and desserts created by these chefs for
Americans who are passionate about the best food and the best restaurants. They
will be distributed through one of America's oldest and best-respected
companies, Omaha Steaks, who will manage all logistics and fulfillment.

The product line will be marketed to consumers via a national introduction in
November and an intensive, upscale public relations campaign involving the most
influential gourmet food magazines, food editors at the nation's most important
newspapers, and a variety of important television programs. Consumers will be
able to purchase FiveLeaf products over the telephone via call center, by
catalog, and through the FiveLeaf Web site. Ultimately they will also be
available in retail stores, beginning with the retail sites owned and operated
by Omaha Steaks throughout the United States.

This is the first time in American culinary history that chefs of this caliber
have been willing to associate their names and talents with a FOOD SERVICE
COMPANY. They agreed to do so because of the Company's reputation for the
highest standards of production and quality as well as Cuisine Solution's unique
food preparation process, sous vide, which allows faithful translation of these
recipes in a manner that is totally consistent with the chefs' original
creations.

SALE AND GROSS MARGINS
The Company's sales of high-quality foods are sold to airlines, retail
supermarkets, hotel and convention center banquets, passenger rail lines and
harbor cruise lines. USA sales account for 70.4 % of total revenue, while
France and Norway account for 25.5% and 2.1% after elimination inter-company
sales respectively. Norway produces product for both France and the USA and
total Norwegian production accounts for approximately 15% of total Company
sales.

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

<TABLE>
<CAPTION>
                                                 Year Ended
                               June 30,           June 24,           June 26,
                                 2001               2000               1999
                                 ----               ----               ----
<S>                       <C>                 <C>               <C>
Net Sales                      $36,138,000        $35,810,000       $27,492,000
Gross margin percentage                25%                20%               24%
Loss from operations            $(660,000)       $(2,313,000)      $(1,523,000)
</TABLE>

Continued execution of the strategic sales plan produced revenue of
$36,138,000 in fiscal 2001, up 0.9% from fiscal year 2000 revenue of
$35,810,000. The current year sales increases were primarily driven by sales
to the Military, Foodservice and Retail channel. All sales channels besides
the New Business channel achieved growth during fiscal 2001.

Gross margins as a percent of sales increased to 25% for fiscal 2001 compared to
20% in fiscal 2000, and 24% of fiscal 1999. The current year increase is
attributed to decreased cost of salmon products purchased from Norway, which
experienced significant price and supply problems during fiscal year 2000. The
Company achieved other cost reductions through alternate sources of supply and
product mix changes.

Management expects continous growth of the business but is uncertain of the
impact the slowdown in the US economy, especially after the consideration of the
September 11 terrorist attacks in New York and Virginia, will have on the USA
sales.

The tragic events that occurred on September 11, 2001 has had an immediate
negative impact on the airline and travel industry. During fiscal 2001,
approximately 40% of Cuisine Solutions global sales involved meals to airlines
through airline caterers. The majority of the Cuisine Solutions airline
industry sales were to long haul routes, first and business class only.

Although the airline industry is cutting back, many of the cuts are short
airline routes on non-meal shuttle flights.  In addition, the associated travel
industry headcount reduction may increase the dependency on prepared meal
solutions due to the flexibility and reduced need for labor when using Cuisine
Solutions pre-prepared meals.

Cusine Solutions has strategically built other sales channels over the previous
years to include military and retail accounts and meals for passenger trains,
and has seen consistent growth in its European sales from the French subsidiary.

While there are increased concerns in the marketplace, Management of Cuisine
Solutions will continue the execution of its strategic plans for fiscal 2002,
and remain pro-active during this period of uncertainty, to continue to build
value for our shareholders.

To our shareholders, Cuisine Solutions donated product to the men and women
assisting the rescue operations in both New York City and Arlington, Virginia.
Our product received rave reviews and brought comfort to those working so hard
to help in this troubled time.



<PAGE>   15

SELLING AND ADMINISTRATION EXPENSES
A comparison of selling and general administrative costs follows:

<TABLE>
<CAPTION>
                                                     Year Ended
                                   June 30,         June 24,           June 26,
                                     2001             2000               1999
                                     ----             ----               ----
<S>                            <C>               <C>               <C>
Selling costs                      $6,861,000         $6,820,000         $5,830,000
General administrative costs        2,590,000          2,588,000          2,476,000
                                 -------------   ----------------   ----------------

                                   $9,451,000         $9,408,000         $8,306,000
</TABLE>

Selling and administration costs as a percentage of sales were 26.1% in fiscal
2001, 26.3% in fiscal 2000 and 30.2% in fiscal 1999. The percentage decrease
in selling expenses from fiscal 2000 versus fiscal 2001 reflects the impact of
higher sales growth while the dollar expense growth is attributed to
additional sales staff and compensation plans tied to top line sales.
Management has changed the sales compensation incentive programs to be based
upon profit contribution rather than top line sales in fiscal 2001. The
purpose is to create the incentives for high margin product mix sales and
expense control.

General administrative expenses slowly grew each year due to additional
staffing requirements to support the growing business, but have decreased each
year as a percent of sales due to efficiency and cost controls.


DEPRECIATION AND AMORTIZATION
The fiscal year 2001 depreciation and amortization costs increased by $51,000
over fiscal year 2000 to $1,122,000 as a result of equipment and leasehold
improvements added to the facilities located in the USA and France. Actual
fiscal year 2000 depreciation and amortization costs increased by $93,000 over
fiscal year 1999 to $1,071,000 as a result of equipment and leasehold
improvements added to France and Norway.


NON-OPERATING INCOME AND EXPENSE
Interest expense relates to the borrowings relating to the Company's U.S.,
Norwegian and French subsidiaries, including the Norwegian capital lease. At
June 30, 2001, the Company had borrowings of $2,582,000, bearing interest at
rates ranging from 5.6% to 10.0%. The majority of these borrowings of $2,013,000
were through its Norwegian facility. It is anticipated that these borrowings
will remain outstanding during the upcoming fiscal year. The French subsidiary
has two term loans with a principle balance of $207,000 and $357,000 at 5.6%
interest rate and 6% respectively. The first loan was used to finance an
expansion of the raw materials storage area completed in fiscal 1999. The
original amount loan equated to approximately $500,000 at September, 1998. The
second loan was used to expand cooking capacity under a capital lease program
with a five year term. The lease agreement went effective in December 2000; the
related loan amounted to $428,000 at the beginning of the lease.

Non-operating loss for fiscal 2001 of $198,000 related to interest income
and capital gains earned on the investments held by the Company as well as
income from management fees and service charges for technical and
administrative services which has been provided to Cuisine Solutions Brazil
Ltda. In addition, the Company recorded $661,000 loss on equity from the
investment in Brazil.


IMPACT OF INFLATION AND THE ECONOMY
Inflation 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. However, most customers require a sixty-day notice for price
changes in order to update their internal systems and evaluate the impact of
price changes. Therefore, in the event of a continuous accelerated commodity
price increase, the Company must either absorb the price increase during that
sixty day period or discontinue sales to the customer, and risk losing the long
term business relationship.
<PAGE>   16

LIQUIDITY AND CAPITAL RESOURCES
In fiscal year 2001, the Company experienced a decrease in its liquidity due
to increases in inventory, investments in capital equipment and additional
investment into the Brazilian plant. Inventories were increased during the
second quarter of fiscal 2001 to prepare for higher growth and test capacity
limitation of the USA facility. The Company also completed their investment
into an enrobed pasta line for large volume production of prepared pasta
products.

The combined total of cash and short-term investments was $773,000 and
$948,000 at June 30, 2001 and June 24, 2000 respectively. The Company also
held long term investments, those with maturities greater than one year, of
$2,491,000 and $4,715,000 at June 30, 2001 and June 24, 2000 respectively.
Cash provided by investing activities involved the sale of investments from
the trust account, which consists of corporate bonds and US treasury notes.

In fiscal year 1999, the Company experienced an increase in its liquidity
through the sale of securities for capital gains, the collection of the
federal income tax receivable and the sale of the real estate. Inventory and
receivables increased due to the higher sales volume and requirements to have
adequate inventory on hand to meet customer demand resulting in an increase in
cash tied up in inventory and receivables. The combined total of the cash and
short-term investment balances was $2,852,000 at June 26, 1999. Additionally,
the Company held investments of $7,950,000 at June 26, 1999 with maturities
greater than one year.

Cash used by operations in fiscal year 2001 amounted to $719,000 compared to
cash used in fiscal 2000 of $2,854,000, and cash used in fiscal year 1999 of
$1,144,000. The cash used in fiscal year 2001 relates to the funds needed to
finance the Company's operations, investments in Brazil and increased
inventories. The cash used in fiscal year 2000 relates to the funds needed to
finance the Company's operations, increased in accounts receivables and Company
operating losses. The cash used in fiscal year 1999 relates to the funds needed
to finance the Company's operations, along with increases in inventory.

During fiscal year 2001, the Company made capital expenditures of $811,000.
During fiscal year 2000, the Company made capital expenditures of $1,838,000. A
new enrobed pasta line with automated packaging equipment was included in this
investment. The line produces an enrobed pasta product that provides the
customer with a pasta and sauce combination that only need to be heated to
serve. The Company launched this product to airlines, passenger rail services,
banquets and retail during fiscal year 2001. The Company is also exploring
private label opportunities for retail. During fiscal year 1999 the Company made
capital expenditures of $304,000. These investments involved small equipment
purchases, personal computers and software upgrades.

The Company's Norwegian subsidiary has secured a working capital commitment for
its liquidity needs in Norway in the form of an overdraft facility for
$1,144,000. As of June 30, 2001 $900,000 was outstanding under this overdraft
facility. The overdraft facility is protected by a letter of credit posted by
the U.S. operations banking institution that is renewed annually.
<PAGE>   17

FUTURE PROSPECTS
During fiscal year 2001, the Company continued its focus on the existing sales
channels obtaining penetration into the airline industry, obtaining a large
portion of the market share of the passenger rail market, introducing the
Company's product to harbor cruise lines and becoming a major supplier to
sporting events. These accomplishments were in addition to gaining a larger
share of the hotel and convention center banquet business. The Company
acquired a French production facility during fiscal year 2000 to expand sales
to global customers and begin a push for both airline and banquet sales
throughout Europe in addition to the solid foundation already established in
the French retail market for upscale prepared foods

Cuisine Solutions plans to continue it's sales growth to exceed growth rates
achieved during the past three years by continuing it's strong sales efforts
in the airline business by a continued push for new USA accounts and a new
focus on the European airline market, currently an untapped resource for new
sales growth. The On Board Service channel also investigated prospects in the
vacation cruise line market, as labor, product shrink and quality become an
attractive reason for using the Company's product. The Company has also had
success with national restaurant chains that have found that the Company's
product, quality and ease of use makes an attractive alternative for providing
promotional menu items. The Foodservice/banquet channel will continue to spend
more effort on large food service contractors and event planners rather than
sales to individual smaller hotels.

The Retail Sales channel was formally created during fiscal year 2000 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 with 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 a larger
scale roll-out of the program and has already introduced the idea to some of
the largest retailers in the USA. A successful in-store deli program would
allow the Company to reap the high volume benefits of USA retail without the
marketing investment usually required with doing business with USA retailers.
Demand for retail product in France increased significantly during fiscal 2001
and expects further growth for fiscal 2002 due to the continued customer
satisfaction with the quality and variety of product offered by Cuisine
Solutions France. The same customers as well as other chains are anxious for
the Cuisine Solutions Brazil facility to provide products to Brazilian stores.
The Company plans to take advantage of the established European relationship
to accelerate sales from the Brazilian facility.

Continued increasing demand has reached a level where contract purchasing can
now be explored to obtain lower raw material pricing. The Company currently
procures raw materials through a variety of small brokers and distributors and
intends to create strong business partnerships with key suppliers to obtain
lower costs and guarantee both quality and quantity of raw materials needed.

The increase in demand will also allow the Company to move towards a customer
base that has a higher purchase quantity per order and away from small orders
that disrupt the manufacturing process and add costs due to changeover, start-up
loss of efficiency and create poor productivity.
<PAGE>   18

ITEM 7A. 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 that change with changes in the
market. Information about the Company's investment portfolio is set forth in
Footnote 3 of Item 14(a) of the Form 10-k.

Foreign Currency Risk:

        International operations constitute 30% of fiscal year 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 change,
translation of the income statements of the Norway and French operations into
U.S. dollars affects year-over-year comparability of operating results. Sales
that are subject to these foreign currency fluctuations are approximately 30%
of the Company's sales. The net assets of the subsidiaries are approximately
26% 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. Information about the Company's foreign
currency translation policy is set forth in Footnote 1 of Item 14(a)(1) of
this Form 10-K.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
        The information required by this Item 8 is included at Item 14(a)(1)
and (2).


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None


                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required under this Item 10 is shown in the Proxy Statement to
be filed under Regulation 14A, under the caption "Election of Directors", and
such information is incorporated herein by reference.


EXECUTIVE OFFICERS
The following list and narrative sets forth the name and age of each present
executive officer of the Company, all positions held by the person with the
Company, the year in which the person first became an officer, and the
principal occupations of each person named since 1988.

<PAGE>   19

<TABLE>
<CAPTION>

Name                    Age  Office held with Company                      Since
----                    ---  ------------------------                      -----
<S>                  <C>    <C>                                           <C>
Stanislas Vilgrain       42  President and Chief Executive Officer          1994


Robert Murphy            38  Vice President, Chief Financial Officer        1997
                             and Treasurer
</TABLE>

Mr. Vilgrain was appointed President and Chief Executive Officer in October
1993, having served as President and Chief Operating Officer since June 1991
and as a director since 1991. He served as President of the Vie de France
Culinary Division from July 1987 to June 1991. Previously, he was employed by
Vie de France Corporation as Director of Staff Operations from August 1986
through June 1987. He was Manager of the Vie de France Corporation's San
Francisco bakery from January 1986 through August 1986, after having served as
Assistant Manager of the Denver bakery from July 1984 through December 1985.
Prior to joining Vie de France Corporation, he was Assistant to the Director
of Research & Development for the Bakery Division of Grands Moulins de Paris
from June 1983 to July 1984, and was Regional Manager of Operations and Sales
from July 1982 through May 1983 for O.F.U.P., a publication distributor in
Paris, France.

Mr. Murphy joined the Company in November 1997 as Vice President and Chief
Financial Officer. Mr Murphy has 21 years of food experience, 15 of which are
in the manufacturing sector. Prior to joining the Company, Mr. Murphy was the
Senior Director of Acquisitions and Integration for Edwards Baking Company. He
also held the positions of Operations Controller and Manager of Financial
Systems and Development. Prior to Edwards, Mr. Murphy was a Controller with
Bunge Foods working in the Bakery and Dairy Industrial Ingredient Divisions.


ITEM 11. EXECUTIVE COMPENSATION
The information required under this Item 11 is shown in the Proxy Statement to
be filed under Regulation 14A, under the caption "Executive Compensation", and
such information, except for the information required by Item 402(k) and Item
402(l) of Regulation S-K, is incorporated herein by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required under this Item 12 is shown in the Proxy Statement to
be filed under Regulation 14A, under the caption "Voting Securities and
Principal Holders Thereof", and such information is incorporated herein by
reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required under this Item 13 is shown in the Proxy Statement to
be filed under Regulation 14A, under the caption "Certain Transactions", and
such information is incorporated herein by reference.



<PAGE>   20


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K
 (a) Index to Financial Statements

<TABLE>
<CAPTION>
                                                                                Page
(1) Financial Statements
<S>                                                                             <C>
               Report of Independent Accountants
                  Grant Thornton LLP as of and for the year ended June 30,
                   2001, June 24, 2000 and June 26, 1999..................       22

                   Consolidated Balance Sheets - June 30, 2001 and June 24,
                   2000 ...................................................      23

                   Consolidated Statement of Operations - Fiscal Years
                   Ended June 30, 2001, June 24, 2000 and June 26, 1999....      24

                   Consolidated Statement of Changes in Stockholders'
                   Equity - Fiscal Years Ended June 30, 2001, June 24, 2000
                   and June 26, 1999...... ................................      25

                   Consolidated Statement of Cash Flows - Fiscal Years
                   Ended June 30, 2001, June 24, 2000 and June 26, 1999....      26

                   Notes to Consolidated Financial Statements - June 30,
                   2001....................................................      27

(2) Financial Statement Schedule:

               Schedule II - Valuation and Qualifying Accounts.............      44
</TABLE>


All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.

(3) Exhibits:

        The following exhibits are incorporated in this report by reference
        from identically numbered exhibits to the Company's Amendment to its
        Annual Report for the year ended June 27, 1992 on Form 8 dated
        February 26, 1993:

<TABLE>
<CAPTION>
               Exhibit
                   No.      Description of Exhibit
                   ---      ----------------------
<S>                      <C>

                   3-A      The Certificate of Incorporation of the Company,
                            as amended to date.

                   3-B      The By-Laws of the Company, as amended to date.
</TABLE>


        The following exhibits are incorporated in this report by reference
        from an identically numbered exhibit to the Company's Annual Report on
        Form 10-K for the year ended June 29, 1991:

<TABLE>
<S>                       <C>
               10.46        The Company's Proxy Statement for a Special
                            Meeting of Stockholders, dated June 7, 1991,
                            together with a conformed copy of the Asset
                            Purchase Agreement between Cuisine Solutions, Inc.
                            and Vie de France Bakery Yamazaki, Inc. dated May
                            7, 1991.

</TABLE>

        The following exhibits are incorporated in this report by reference
        from the Company's two Registration Statements on Form S-8, dated
        April 5, 1993:

<TABLE>
<S>                       <C>

                  10.52     The Company's 1986 Stock Option Plan, as amended.

                  10.53     The Company's 1992 Stock Option Plan.
</TABLE>

<PAGE>   21

        The following exhibits are filed as exhibits to this report in the
        indicated sections.


        23      Consent of Independent Accountants.


(b) Exhibits:

        Exhibits required to be filed in response to this paragraph of Item 13
        are listed above in subparagraph (a)(3).

(c) Financial Statement Schedule:

        Schedules and reports thereon by independent accountants required to
        be filed in response to this paragraph of Item 13 are listed in Item
        13(a)(2).


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


                                               CUISINE SOLUTIONS, INC.
                                               (Registrant)

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

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


<TABLE>
<CAPTION>
Signature                                      Title                          Date
-------------------------------    -------------------------------   ------------------------
<S>                               <C>                                <C>

   /s/ Jean-Louis Vilgrain         Chairman of the Board               September 28, 2001
   -----------------------                                             ------------------
     Jean-Louis Vilgrain


    /s/ Stanislas Vilgrain         President,                          September 28, 2001
    ----------------------         Chief Executive Officer             ------------------
      Stanislas Vilgrain


    /s/ Sebastien Vilgrain         Director                            September 28, 2001
    ----------------------                                             ------------------
      Sebastien Vilgrain


    /s/ Charles McGettigan         Director                            September 28, 2001
    ----------------------                                             ------------------
      Charles McGettigan


       /s/ David Jordon            Director                            September 28, 2001
       ----------------                                                ------------------
         David Jordon


      /s/ Nancy Schaefer           Director                            September 28, 2001
      ------------------                                               ------------------
        Nancy Schaefer


    /s/ Robert van Roijen          Director                            September 28, 2001
    ---------------------                                              ------------------
      Robert van Roijen



      /s/ Robert Murphy            Vice President, Chief Financial     September 28, 2001
      -----------------            Officer and Treasurer               ------------------
        Robert Murphy              (Principal Financial and
                                   Accounting Official)

</TABLE>



<PAGE>   22
Independent Auditors' Report

The Board of Directors and Stockholders
CUISINE SOLUTIONS, INC.:

We have audited the accompanying consolidated balance sheets of Cuisine
Solutions, Inc., and subsidiaries as of June 30, 2001 and June 24, 2000, and the
related consolidated statements of operations, comprehensive income, changes in
stockholders' equity and cash flow for each of the three years in the period
ended June 30, 2001. In connection with our audit of the consolidated financial
statements we also have audited the financial statement schedule for each of the
three years in the period ended June 30, 2001 as listed in the accompanying
index. These consolidated financial statements and financial statement schedule
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Cuisine Solutions,
Inc., and subsidiaries as of June 30, 2001 and June 24, 2000, and the results of
their operations, comprehensive income, and their cash flows for each of the
three years in the period ended June 30, 2001, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the related financial statement schedule for each of the three years in
the period ended June 30, 2001, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.


                                                    GRANT THORNTON LLP

Vienna, Virginia
August 30, 2001




<PAGE>   23



                             CUISINE SOLUTIONS, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                    ------------------------------
                                                                                      June 30,         June 24,
                                                                                        2001             2000
                                                                                    ------------      ------------
<S>                                                                                 <C>               <C>
ASSETS
Current Assets
  Cash and cash equivalents                                                         $    773,000      $    948,000
  Trade Accounts receivable, net                                                       4,916,000         5,861,000
 Inventory                                                                             6,401,000         5,183,000
 Prepaid expenses                                                                        296,000            59,000
 Current portion of notes receivable, related party                                       10,000           236,000
 Other current assets                                                                    415,000           640,000
                                                                                    ------------      ------------
   TOTAL CURRENT ASSETS                                                               12,811,000        12,927,000

Investments, non current                                                               2,491,000         4,715,000
Fixed assets, net                                                                      5,051,000         5,362,000
Note receivable, officer and related party,
     including accrued interest, less current portion                                    450,000           463,000
Investments and Advances to Cuisine Solutions Brazil                                     944,000           357,000
Other assets                                                                           1,014,000           533,000
                                                                                    ------------      ------------
   TOTAL ASSETS                                                                     $ 22,761,000      $ 24,357,000
                                                                                    ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Current portion of long-term debt                                                 $  1,082,000      $  1,313,000
  Accounts payable and accrued expenses                                                2,766,000         3,385,000
  Accrued payroll and related liabilities                                                896,000         1,100,000
  Other accrued taxes                                                                      3,000             9,000
                                                                                    ------------      ------------
     Total current liabilities                                                         4,747,000         5,807,000

Long-term debt, less current portion                                                   1,500,000         1,136,000
Other liabilities                                                                            -              22,000
                                                                                    ------------      ------------
    TOTAL LIABILITIES                                                                  6,247,000         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
    June 30, 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                                                                   (9,367,000)       (8,506,000)
Accumulated Other Comprehensive Income
 Unrealized losses on debt and equity investments                                       (107,000)         (453,000)
 Cumulative translation adjustment                                                      (455,000)          (34,000)
 Treasury stock, at cost (822,782 shares
  at June 30, 2001 and June 24, 2000)                                                 (2,047,000)       (2,047,000)
                                                                                    ------------      ------------
    TOTAL STOCKHOLDERS' EQUITY                                                        16,514,000        17,392,000
                                                                                    ------------      ------------

                                                                                    ------------      ------------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $ 22,761,000      $ 24,357,000
                                                                                    ============      ============
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>   24


CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED
                                                                   ------------     ------------     ------------
                                                                     June 30,         June 24,         June 26,
                                                                       2001             2000             1999
                                                                   ------------     ------------     ------------

<S>                                                                <C>              <C>              <C>
    NET SALES                                                      $ 36,138,000     $ 35,810,000     $ 27,492,000
    Cost of goods sold                                               27,212,000       28,627,000       20,782,000
                                                                   ------------     ------------     ------------
GROSS MARGIN                                                          8,926,000        7,183,000        6,710,000

    Selling and administration                                        9,451,000        9,408,000        8,306,000
    Depreciation and amortization                                       250,000          201,000          257,000
    Other operating income                                             (115,000)        (113,000)        (330,000)
                                                                   ------------     ------------     ------------
LOSS FROM OPERATIONS                                                   (660,000)      (2,313,000)      (1,523,000)
                                                                   ------------     ------------     ------------

Non operating income (expense)
    Investment income                                                   202,000          250,000        1,108,000
    Interest expense                                                   (199,000)        (215,000)        (245,000)
    Loss in equity from investment in Brazil                           (661,000)             -                -
    Other income (expense)                                              460,000          309,000           32,000
                                                                   ------------     ------------     ------------
TOTAL  NON-OPERATING INCOME (EXPENSE)                                  (198,000)         344,000          895,000
                                                                   ------------     ------------     ------------

    Loss before income taxes                                           (858,000)      (1,969,000)        (628,000)
    Provision for income tax expense                                     (3,000)         (11,000)          (6,000)
                                                                   ------------     ------------     ------------


                                                                   ------------     ------------     ------------
NET LOSS                                                           $   (861,000)    $ (1,980,000)    $   (634,000)
                                                                   ============     ============     ============


Basic and diluted net loss per common share:
    Net loss per common share                                      $      (0.06)    $      (0.13)    $      (0.04)

Weighted average shares outstanding                                  14,776,215       14,762,761       15,125,430
                                                                   ------------     ------------     ------------
</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>   25

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

<TABLE>
<CAPTION>
                                                                                                  Retained
                                                                                Additional        Earnings         Cumulative
                                                               Common            Paid-In        (Accumulated       Translation
                                                               Stock             Capital          Deficit)         Adjustment
                                                            -----------        -----------      ------------       -----------

<S>                                                         <C>                <C>              <C>                <C>
                                                            --------------------------------------------------------------------
BALANCES, JUNE 27, 1998 AS RESTATED                         $   156,000        $28,276,000       $(5,892,000)       $  18,000
                                                            ====================================================================

   1999 net loss                                                    -                  -            (634,000)             -
    Other Comprehensive Income
      Unrealized gains on debt and equity investments               -                  -                 -                -
      Translation adjustment                                        -                  -                 -            (52,000)

    Other Comprehensive Income/(Loss)
  COMPREHENSIVE INCOME/(LOSS)
  Treasury Shares Purchases                                         -                  -                 -                -

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

   2000 net loss                                                    -                  -          (1,980,000)             -
    Other Comprehensive Income
      Unrealized gains on debt and equity investments               -                  -                 -                -
      Translation adjustment                                        -                  -                 -                -

    Other Comprehensive Income/(Loss)
COMPREHENSIVE INCOME/(LOSS)
Treasury Shares Purchases                                           -                  -                 -                -

                                                            --------------------------------------------------------------------
BALANCE, JUNE 24, 2000                                      $   156,000        $28,276,000       $(8,506,000)       $ (34,000)
                                                            ====================================================================

    Exercise of common stock options                        $     1,000        $    57,000
   2001 net loss                                                    -                  -            (861,000)             -
    Other Comprehensive Income
      Unrealized gains on debt and equity investments               -                  -                 -                -
      Translation adjustment                                        -                  -                 -           (421,000)

    Other Comprehensive Income/(Loss)
COMPREHENSIVE INCOME/(LOSS)

                                                            --------------------------------------------------------------------
BALANCE, JUNE 30, 2001                                      $   157,000        $28,333,000       $(9,367,000)       $(455,000)
                                                            ====================================================================
</TABLE>



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

<S>                                                         <C>               <C>                <C>
                                                            --------------------------------------------------
BALANCES, JUNE 27, 1998 AS RESTATED                          $ 106,000        $(1,440,000)       $ 21,224,000
                                                            ==================================================

   1999 net loss                                                   -                  -              (634,000)
    Other Comprehensive Income
      Unrealized gains on debt and equity investments         (619,000)               -              (619,000)
      Translation adjustment                                       -                  -               (52,000)
                                                                                                 -------------
    Other Comprehensive Income/(Loss)                                                                (671,000)
  COMPREHENSIVE INCOME/(LOSS)                                                                      (1,305,000)
  Treasury Shares Purchases                                        -             (577,000)           (577,000)

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

   2000 net loss                                                   -                  -            (1,980,000)
    Other Comprehensive Income
      Unrealized gains on debt and equity investments           60,000                -                60,000
      Translation adjustment                                       -                  -                   -
                                                                                                 -------------
    Other Comprehensive Income/(Loss)                                                                  60,000
COMPREHENSIVE INCOME/(LOSS)                                                                        (1,920,000)
Treasury Shares Purchases                                          -              (30,000)            (30,000)

                                                            --------------------------------------------------
BALANCE, JUNE 24, 2000                                       $(453,000)       $(2,047,000)       $ 17,392,000
                                                            ==================================================

    Exercise of common stock options                                                                   58,000
   2001 net loss                                                   -                  -              (861,000)
    Other Comprehensive Income
      Unrealized gains on debt and equity investments          346,000                -               346,000
      Translation adjustment                                       -                  -              (421,000)
                                                                                                 -------------
    Other Comprehensive Income/(Loss)                                                                 (75,000)
COMPREHENSIVE INCOME/(LOSS)                                                                          (936,000)

                                                            --------------------------------------------------
BALANCE, JUNE 30, 2001                                       $(107,000)       $(2,047,000)       $ 16,514,000
                                                            ==================================================
</TABLE>


See accompanying notes to consolidated financial statements.



<PAGE>   26



CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                      YEAR ENDED
                                                                                       -----------    -----------    -----------
                                                                                         June 30,       June 24,       June 26,
                                                                                           2001           2000           1999
                                                                                       -----------    -----------    -----------

<S>                                                                                    <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                               $  (861,000)   $(1,980,000)   $  (634,000)
Adjustments to reconcile net loss to net cash (used) provided
by operating activities
    Depreciation and amortization                                                        1,122,000      1,071,000        978,000
    Loss on sale of investments                                                            158,000            -              -
    Loss in equity from investment in Brazil                                               661,000            -              -
    Change in cumulative translation adjustment                                           (421,000)           -          (52,000)
    Gain on sale of land held for resale                                                       -              -         (141,000)
    Changes in assets and liabilities, net of
    effects of non-cash transactions:
        Decrease (increase) in trade accounts receivable, net                              945,000     (1,476,000)      (988,000)
        Increase in inventory                                                           (1,218,000)       (92,000)    (1,666,000)
        (Increase) decrease in prepaid expenses                                           (237,000)       187,000        334,000
        Decrease (increase) in notes receivable, related party                             239,000       (186,000)       (10,000)
        Decrease in income tax receivable                                                      -              -        1,062,000
        (Increase) decrease in other assets                                               (256,000)        69,000       (328,000)
        (Decrease) increase in accounts payable
            and accrued expenses                                                          (619,000)       (51,000)       250,000
        (Decrease) increase in accrued payroll and related liabilities                    (204,000)      (150,000)       198,000
        Decrease in accrued store closing costs                                                -              -          (72,000)
        Decrease in other non current liabilities                                          (22,000)      (214,000)       (28,000)
        Decrease in other accrued taxes                                                     (6,000)       (32,000)       (47,000)
                                                                                       -----------    -----------    -----------
NET CASH USED BY OPERATING ACTIVITIES                                                     (719,000)    (2,854,000)    (1,144,000)
                                                                                       -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Sale of investments                                                                  2,412,000      4,281,000      2,031,000
    Increase in investment in Brazil                                                    (1,248,000)      (357,000)           -
    Purchase of investments                                                                    -              -          (57,000)
    Purchase of Treasury Stock                                                                 -          (30,000)      (577,000)
    Proceeds on disposal of land                                                               -              -          871,000
    Capital expenditures                                                                  (811,000)    (1,838,000)      (304,000)
                                                                                       -----------    -----------    -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                                  353,000      2,056,000      1,964,000
                                                                                       -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Increase in capital                                                                     58,000            -              -
    Additions to debt                                                                      133,000        278,000        210,000
    Reductions of debt                                                                         -         (398,000)      (665,000)
                                                                                       -----------    -----------    -----------
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES                                           191,000       (120,000)      (455,000)
                                                                                       -----------    -----------    -----------

    Net  (decrease) increase in cash and cash equivalents                                 (175,000)      (918,000)       365,000
    Cash and cash equivalents, beginning of period                                         948,000      1,866,000      1,501,000
                                                                                       -----------    -----------    -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                               $   773,000    $   948,000    $ 1,866,000
                                                                                       ===========    ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
    Interest                                                                           $   129,000    $   206,000    $   241,000
    Income taxes, net                                                                  $       -      $       -      $       -
                                                                                       ===========    ===========    ===========

Non-cash activities
    Machine purchased under capital lease                                              $    73,000    $       -      $       -
    Unrealized income (losses) on debt and equity investments                          $   346,000    $    60,000    $  (619,000)
                                                                                       ===========    ===========    ===========
</TABLE>


See accompanying notes to consolidated financial statements

<PAGE>   27


                             CUISINE SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS
The Company develops produces and markets chef-created fully cooked, fully
prepared entrees and sauces for the banquet, airline, passenger rail service,
retail and restaurant industries.

The Company services the airlines in both the USA and Europe. The Norwegian and
French facilities distribute product throughout Europe servicing the Foodservice
customers through distributors and Cuisine Solutions France, a French
manufacturer and distributor of sous vide products. Norway production supplies
most salmon sales in the USA and France.

PRINCIPLES OF CONSOLIDATION
The financial statements include the consolidated accounts of Cuisine Solutions,
Inc. and its subsidiaries, Cuisine Solutions Norway and Cuisine Solutions
France, (collectively "the Company"). All significant inter-company transactions
have been eliminated in the financial statements. The consolidated financial
statements were restated for all periods presented to reflect the merger with
Nouvelle Carte, accounted for in a manner similar to the pooling of interests
method.

FISCAL YEAR
The Company utilizes a 52/53 week fiscal year which ends on the last
Saturday in June.

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


<PAGE>   28

REVENUE RECOGNITION
The Company recognizes revenue at the time products are shipped to its
customers, with the exception of some of its United States airline distributors.
For U.S. airline distributors that purchase salmon products directly from the
Company's Norway facility, the Company recognizes revenue when the customer
receives the products.

SEGMENT REPORTING
The Company intends to operate in two segments, Food Service Industry and
International Management Services. Management service fees of $446,000 from the
Brazilian partner were earned during fiscal 2001 according to the agreement with
Sanoli Ltda. The services which have been provided by Cuisine Solutions', Inc.
personnel were billed at actual cost.

CASH AND CASH EQUIVALENTS
Cash equivalents consist of highly liquid investments with original maturities
of three months or less.

INVESTMENTS
Investment securities consist of U.S. Treasury, mortgage-backed instruments,
corporate debt and equity securities. The Company has classified its investments
as "available-for-sale." Securities classified as available for sale include
securities which could be sold in response to changes in interest rates or for
general liquidity needs. Such securities are carried at estimated fair value
with unrealized gains or losses recorded as a separate component of equity.

BASIS OF CONSOLIDATION AND ACCOUNTING FOR INVESTMENTS
The consolidated financial statements include 100% of the assets, liabilities,
revenues, expenses, income, loss and cash flows of Cuisine Solutions, Inc. and
all companies in which Cuisine Solutions, Inc. has a controlling voting interest
("subsidiaries"), as if Cuisine Solutions, Inc. and its subsidiaries were a
single company. Significant inter-company accounts and transactions between the
consolidated companies have been eliminated.
Investments in companies in which Cuisine Solutions, Inc. has significant
influence, but less than a controlling voting interest, are accounted for using
the equity method. Under the equity method, only Cuisine Solutions, Inc.
investment in and amounts due to and from the equity investee are included in
the consolidated balance sheet; only Cuisine Solutions, Inc.'s share of the
investee's earnings is included in the consolidated operating results; and only
the dividends, cash distributions, loans other cash received from the investee,
less any additional cash investments, loan repayments or other cash paid to the
investee, are included in the consolidated cash flows.

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


<PAGE>   29

Inventory consisted of:

<TABLE>
<CAPTION>
                                              JUNE 30,           JUNE 24,
                                                2001               2000
                                            -----------        -----------

<S>                                         <C>                <C>
RAW MATERIAL                                $ 1,401,000        $ 1,424,000
FROZEN PRODUCT & OTHER FINISHED GOODS         4,718,000          3,575,000
PACKAGING                                       385,000            372,000
                                            -----------        -----------
                                              6,504,000          5,371,000
LESS OBSOLESCENCE RESERVE                      (103,000)          (188,000)
                                            -----------        -----------
                                            $ 6,401,000        $ 5,183,000
                                            ===========        ===========
</TABLE>

FIXED ASSETS
Machinery, equipment, furniture and fixtures are depreciated using the
straight-line method over estimated useful lives which range from two to ten
years. Leasehold improvements are amortized using the straight-line method over
the shorter of terms of the leases which range from four to twenty years, or the
estimated useful life of the improvement.

Expenditures for maintenance and repairs are charged to expense, and significant
improvements are capitalized. Maintenance and repairs charged to expense
approximated $418,000 in 2001, $413,000 in 2000and $265,000 in 1999.

The components of fixed assets were as follows:

<TABLE>
<CAPTION>
                                                       JUNE 30,             JUNE 24,
                                                         2001                 2000
                                                     ------------        ------------

<S>                                                  <C>                 <C>
LAND                                                 $     51,000        $     55,000
BUILDING                                                1,438,000           1,591,000
BUILDING UNDER CAPITAL LEASE                            1,211,000           1,291,000
MACHINERY & EQUIPMENT                                   9,832,000           8,271,000
MACHINERY & EQUIPMENT UNDER CAPITAL LEASE                 403,000                 -
LEASEHOLD IMPROVEMENTS                                  2,290,000           2,203,000
FURNITURES & FIXTURES                                     219,000             171,000
COMPUTER SOFTWARE                                         910,000             778,000
CONSTRUCTION IN PROGRESS                                   75,000           1,529,000
                                                     ------------        ------------
                                                       16,429,000          15,889,000
LESS ACCUMULATED DEPRECIATION AND AMORTIZATION        (11,378,000)        (10,527,000)
                                                     ------------        ------------
                                                     $  5,051,000        $  5,362,000
                                                     ============        ============
</TABLE>

WEB SITE DEVELOPMENT COSTS
The Company capitalizes web site development costs in accordance with EITF 00-2
"Accounting Web Site Development Costs" and therefore adopted AICPA SOP No.
98-1, Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use, as the company plans to use the web site internally. The SOP No.
98-1 requires that certain external costs and internal payroll and
payroll-related costs be capitalized during the application development and
implementation stages of a software development project and amortized over the
software's useful life. Training and research and development costs are to be
expensed as incurred. Capitalized amounts are to be amortized straight-line
over the remaining estimated economic life beginning when the software is ready
for its intended use. As of June 30, 2001, the web site was still in the
application and development stage and not ready for its intended use and
therefore no amortization has been recorded. Capitalized web site development
costs are included in Other Assets and totaled $646,000 and $302,000 as of June
30, 2001 and June 24, 2000, respectively.


<PAGE>   30

INCOME AND OTHER TAXES
The Company computes income taxes using the asset and liability method whereby
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
The Company adopted the provisions of SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
("Statement 121"), on June 30, 1996 (fiscal year 1997). Statement 121 requires
that long-lived assets and certain identifiable intangibles be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future net cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceed the fair value of
the assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell. Adoption of this Statement did not have
a material impact on the Company's financial position, results of operations, or
liquidity.

ACCOUNTING FOR STOCK-BASED COMPENSATION
Prior to June 30, 1996, the Company accounted for it's stock option plan in
accordance with the provisions of Accounting Principles Board Opinion No. 25
("APB Opinion 25"), Accounting for Stock Issued to Employees, and related
interpretations. As such, compensation expense would be recorded on the date of
grant only if the current market price of the underlying stock exceeded the
exercise price. On June 30, 1996 the Company adopted Statement of Financial
Accounting Standards No. 123, Accounting for Stock-Based Compensation
("Statement 123"), which permits entities to recognize as expense over the
vesting period the fair value of all stock-based awards on the date of grant.
Alternatively, Statement 123 also allows entities to continue to apply the
provisions of APB Opinion 25 and provide pro forma net income and pro forma
earnings per share disclosures for employee stock option grants made in 1996 and
future years as if the fair-value based method defined in Statement 123 had been
applied. The Company has elected to continue to apply the provisions of APB
Opinion 25 and provide the pro forma disclosure provisions of Statement 123 (see
note 7). In addition, in accordance with Statement 123, the Company applies fair
value as the measurement basis for transactions in which equity instruments are
issued to non-employees.

EARNINGS PER SHARE
Statement of Financial Accounting Standards No. 128, Earnings Per Share
("Statement 128") became effective for the year ended June 27, 1998, and
required restatement of previously reported earnings per share data. Statement
128 provides for the calculation of basic and diluted earnings per share.

Basic earnings (loss) per common share is computed by dividing net earnings
(loss) by the weighted average number of common shares outstanding during the
period. Diluted earnings (loss) per common share also includes common equivalent
shares outstanding during the period if dilutive. The Company's common
equivalent shares consist of stock options and common stock earned but not
issued as additional compensation, or earn out, for the acquisition of Nouvelle
Carte (Note 2). The weighted average number of shares outstanding related to
stock options and earn out for fiscal 2001 were 1,374,125 and 1,000,000,
respectively. For the fiscal years ended June 30, 2001, June 24, 2000 and June
26, 1999, the assumed exercise of the Company's outstanding stock options and
the earnout are not included in the calculation as the effect would be
anti-dilutive.


<PAGE>   31

FOREIGN CURRENCY TRANSLATION
The statements of operations of the Company's Norwegian and French subsidiaries
(the "Subsidiaries") have been translated to U.S. dollars using the average
currency exchange rates in effect during the year. The Subsidiaries balance
sheet has been translated using the currency exchange rate as of the end of the
fiscal year. The impact of currency exchange rate changes on the translation of
the Subsidiary's balance sheet is charged directly to stockholders' equity.

COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income
("Statement 130"). Statement 130 establishes standards for the reporting and
display of comprehensive income and its components in the financial statements.
The Company adopted the provisions of the statement during fiscal year 1999.
Components of other comprehensive income include foreign currency translation
gains and losses and unrealized gains and losses on debt and equity securities.
Comprehensive income is shown on the consolidated statement of changes in
stockholders equity.

FAIR VALUE OF FINANCIAL INSTRUMENTS
Under Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments, effective for fiscal years that end after
December 15, 1996, the Company is required to provide fair value disclosures of
its financial instruments. The Company estimates the fair value of its financial
instruments using the following methods and assumptions: (1) quoted market
prices, when available, are used to estimate the fair value of investments in
marketable debt and equity securities; (2) carrying amounts in the balance sheet
approximate fair value for cash, notes receivable and short term borrowings.

RECENT ACCOUNTING PRONOUNCEMENTS
On July 20, 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 141, Business Combinations,
and SFAS 142, Goodwill and Intangible Assets. SFAS 141 is effective for all
business combinations completed after June 30, 2001. SFAS 142 is effective for
fiscal years beginning after December 15, 2001; however, certain provisions of
this Statement apply to goodwill and other intangible assets acquired between
July 1, 2001 and the effective date of SFAS 142. Major provisions of these
Statements and their effective dates for the Company are as follows:

-    all business combinations initiated after June 30, 2001 must use the
     purchase method of accounting. The pooling of interest method of accounting
     is prohibited except for transactions initiated before July 1, 2001.

-    intangible assets acquired in a business combination must be recorded
     separately from goodwill if they arise from contractual or other legal
     rights or are separable from the acquired entity and can be sold,
     transferred, licensed, rented or exchanged, either individually or as part
     of a related contract, asset or liability

-    goodwill, as well as intangible assets with indefinite lives, acquired
     after June 30, 2001, will not be amortized. Effective June 30, 2002, all
     previously recognized goodwill and intangible assets with indefinite lives
     will no longer be subject to amortization.


<PAGE>   32

-    effective June 1, 2002, goodwill and intangible assets with indefinite
     lives will be tested for impairment annually and whenever there is an
     impairment indicator

-    all acquired goodwill must be assigned to reporting units for purposes of
     impairment testing and segment reporting.

Although it is still reviewing the provisions of these Statements, management's
preliminary assessment is that these Statements will not have a material impact
on the Company's financial position or results of operations.


NOTE 2 - ACQUISITION - NOUVELLE CARTE FRANCE
During fiscal year 2000, Cuisine Solutions completed the acquisition of Nouvelle
Carte France in which Nouvelle Carte France became a wholly owned subsidiary of
Cuisine Solutions, Inc. Simultaneous with the acquisition, Nouvelle Carte France
changed its name to Cuisine Solutions France. Subsequent to the acquisition,
Cuisine Solutions France adopted a thirteen period accounting calendar similar
to the Cuisine Solutions, Inc. The Company's 1999 financial statements have been
restated to retroactively combine the financial performance of Cuisine Solutions
France at the beginning of the earliest period presented. The fiscal year 2001
results sustained the fact that the acquisition enabled the Company to expand
sales through existing distribution channels and to meet increased demand from
airline customers for products served on flights originating in Europe.

In connection with the acquisition of Nouvelle Carte, 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. Prior to giving
effect to the acquisition, Food Research Corporation was the beneficial owner of
7,020,588 shares, or 52.9%, of the Company's common stock. Food Research
Corporation is owned by Jean Louis Vilgrain, Chairman of the Board of Directors
of the Company, Stanilas Vilgrain, President and Chief Executive Officer and a
member of the Board of Directors of the Company and Sebastien Vilgrain, a member
of the Board of Directors of the Company. After giving effect to the issuance of
1,500,000 shares of common stock as a result of the transaction, Food Research
Corporation is the beneficial owner of approximately 57.8% of the Company's
outstanding common stock.

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 was 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 (equivalent to US$ 194,152 based upon the currency exchange rate as at
June 30, 2001), but less than FFr 2,000,000 (equivalent to US$ 258,870) 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
(equivalent to US$ 323,587) 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.


<PAGE>   33


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 remained the same but for a consolidated
two-year period.

Cuisine Solutions France has achieved the target for the 1,000,000 shares as of
June 31, 2001. The additional shares will be issued to the seller during fiscal
year 2002 by using 100% of the Company's treasury stock and new issues of
unregistered stock for the balance of the shares.

Net sales and net losses of Cuisine Solutions, Inc. and Nouvelle Carte
pre-merger and post-merger were as follows:

<TABLE>
<CAPTION>
                                                                          Year Ended
                                                                June 24,              June 26,
In thousands of dollars                                           2000                  1999
----------------------------------------------------------------------------------------------

<S>                                                           <C>                   <C>
Net Sales:
 Pre Merger
   Cuisine Solutions, Inc.                                    $  27,176            $   20,722
   Cuisine Solutions France                                       4,208                 6,770
----------------------------------------------------------------------------------------------
                                                                 31,384                27,492
 Post-Merger
   Cuisine Solutions France                                       4,426                   -

Total                                                            35,810                27,492
                                                                 ------                ------


Net Income (Loss):
 Pre Merger
   Cuisine Solutions, Inc.                                       (2,261)                 (733)
   Cuisine Solutions France                                         132                    99
                                                                -------                 -----
   Total                                                         (2,129)                 (634)

 Post-Merger
   Cuisine Solutions France                                         149                    -

Total                                                         $  (1,980)           $     (634)
                                                                -------                 -----
</TABLE>



<PAGE>   34

NOTE 3 - Accounts Receivables
Accounts Receivables consisted of:

<TABLE>
<CAPTION>
                                                         JUNE 30,           JUNE 24,
                                                           2001               2000
                                                        ----------        ----------

<S>                                                    <C>               <C>
TRADE ACCOUNTS RECEIVABLES                             $ 5,222,000       $ 5,950,000
ALLOWANCE FOR DOUBTFUL ACCOUNTS                           (108,000)          (89,000)
ALLOWANCE FOR SALES REBATES EARNED, NOT YET TAKEN         (198,000)              -
                                                        ----------        ----------
TRADE ACCOUNTS RECEIVABLES, NET                        $ 4,916,000       $ 5,861,000
                                                        ==========        ==========

</TABLE>

The allowance for rebates relates to customer programs on sales and related
rebates and payments subsequent to the fiscal year end.


NOTE 4 - INVESTMENTS
The Company's investments are classified as available-for-sale. These securities
are carried at estimated fair value and unrealized gains and losses are reported
as a separate component of stockholders' equity. During fiscal year 2001, the
Company realized losses of $158,000 on the sale of investments.

The following is a summary of the Company's investments at June 30, 2001:

<TABLE>
<CAPTION>
                                                                                           ESTIMATED
                                                                   UNREALIZED                FAIR
                                                  COST         GAINS        LOSSES           VALUE
                                                  ----         -----        ------           -----
<S>                                            <C>             <C>         <C>            <C>
U.S. Government and agencies
                       Current                 $        -      $   -       $      -       $        -
                       Non-current              1,324,000          -         48,000        1,276,000

Corporate debt
                       Current                          -          -              -                -
                       Non-current              1,274,000          -         59,000        1,215,000
                                               -----------------------------------------------------
                       Total investments       $2,598,000      $   -       $107,000       $2,491,000
                                               =====================================================
</TABLE>

The following is a summary of the Company's investments at June 24, 2000:

<TABLE>
<CAPTION>
                                                                                            ESTIMATED
                                                                    UNREALIZED                FAIR
                                                  COST          GAINS        LOSSES           VALUE
                                                  ----          -----        ------           -----
<S>                                            <C>              <C>         <C>            <C>
U.S. Government and agencies
                       Current                 $        -       $   -       $      -       $        -
                       Non-current              3,210,000           -        293,000        2,917,000

Corporate debt
                       Current                          -           -              -                -
                       Non-current              1,958,000           -        160,000        1,798,000
                                               ------------------------------------------------------
                       Total investments       $5,168,000       $   -       $453,000       $4,715,000
                                               ======================================================

</TABLE>


<PAGE>   35

The following schedule reconciles unrealized gains(losses) to those reported for
other comprehensive income as disclosed in the statement of changes in
stockholder's equity and comprehensive income:

<TABLE>
<CAPTION>
                                                                                 June 30,        June 24,
                                                                                   2001            2000

<S>                                                                           <C>            <C>
Unrealized holding gains (losses) arising during the period                   $   148,252    $   (106,587)
Reclassification adjustment for net losses
included in net loss                                                              197,748         166,587
                                                                             -----------------------------

Net unrealized gain                                                           $   346,000     $    60,000
----------------------------------------------------------------------------------------------------------
</TABLE>


NOTE 5 - INVESTMENTS AND ADVANCES TO CUISINE SOLUTIONS BRAZIL
During fiscal 1999, the Company became a partner in a limited liability company
with a Brazilian partner, Sanoli Indsutria E Commercio Alimentacao Ltda, which
has built a manufacturing facility and is marketing product in the Mercusor
market. The Company contributed technology to the partnership in lieu of a cash
contribution. The Company performs management services to assist with the design
and construction of the manufacturing facility as well as ongoing management
service for operations, research and development, marketing and administrative
support. Cuisine Solutions Inc. owns 39% of this Brazilian joint venture. As of
June 30, 2001 the investment consisted of advances, Accounts Receivables for
services performed and a loan in the amount of $763,000 which has been granted
during the second quarter of 2001. The loan bears interest at the London
Interbank Offered Rate ("LIBOR") plus spread accepted by the Central Bank of
Brazil at the time of repayment. The loan must be repaid within one year with
the option to convert it into equity and controlling interest of the Brazilian
Company.

Accumulated losses of Cuisine Solutions Brazil Ltda. from the date of inception
August 7, 1998 through June 30, 2001 approximated to $1,694,000. Cuisine
Solutions Inc. recorded their share of the loss under "Loss in equity from
investments in Brazil" and as a reduction of "Investment and Advances to Cuisine
Solutions Brazil" in the amount of $661,000.

The following table shows a condensed version of Cuisine Solutions Brazil Ltda.
balance sheet as of June 30, 2001:

<TABLE>
<CAPTION>
<S>                                                        <C>
Property, plant and equipment                                     $7,055,000
Other Assets                                                       1,318,000
                                                           ------------------
TOTAL ASSETS                                                       8,373,000
                                                           ==================

Current portion of long-term debt                                  2,120,000
Long-term debt, less current portion                               5,018,000
Other liabilities                                                  1,965,000
                                                           ------------------
TOTAL LIABILITIES                                                  9,103,000
</TABLE>



<TABLE>
<S>                                                        <C>
Deficit                                                            (730,000)
                                                           ------------------
TOTAL LIABILITIES AND NET EQUITY                                  $8,373,000
                                                           ==================
</TABLE>

<PAGE>   36


NOTE 6 - INCOME TAXES
The composition of the provision for income tax benefit attributable to
operations was:

<TABLE>
<CAPTION>
                                              -------------------------------------
                                               June 30,       June 24,      June 26,
                                                 2001           2000          1999
                                                 ----           ----          ----
                                              -------------------------------------
<S>                                            <C>          <C>           <C>
Current:
  Federal                                     $      -      $      -      $  6,000
  Foreign                                        3,000        11,000             -
  State                                              -             -             -
                                              -------------------------------------
                                                 3,000        11,000         6,000
                                              -------------------------------------


Deferred:
                                              -------------------------------------
  Federal                                            -             -             -
  Foreign                                            -             -             -
  State                                              -             -             -
                                              $      -      $      -      $      -
                                              -------------------------------------
</TABLE>

The differences between amounts computed by applying the statutory federal
income tax rates to income from operations and the total income tax benefit
applicable to operations were as follows:

<TABLE>
<CAPTION>
                                                                        Year Ended
                                                        -----------------------------------------
                                                            June 30,       June 24,      June 26,
                                                              2001           2000          1999
                                                        -----------------------------------------

<S>                                                     <C>              <C>           <C>
Federal tax benefit at statutory rates                  $   (480,000)    $(431,000)    $(247,000)
Income (Loss) from foreign operations                        188,000      (238,000)      (28,000)
France minimum taxes                                           3,000        11,000           -
Period effect of change in valuation allowance               162,000        (2,000)      305,000
State income taxes                                           (52,000)     (118,000)      (49,000)

Period effect of Foreign valuation allowance                     -         719,000           -
Permanent differences                                         69,000        70,000           -
Affect of capital loss carry-forward                          78,000           -             -
Other, net                                                    35,000           -          25,000
                                                        -----------------------------------------
Total                                                   $      3,000     $  11,000     $   6,000
                                                        -----------------------------------------
</TABLE>

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.




<PAGE>   37

The significant components of deferred tax assets are as follows:

<TABLE>
<CAPTION>
                                                            June 30,      June 24,
                                                              2001          2000
                                                          -------------------------
<S>                                                      <C>           <C>
Deferred Tax Assets
  Net operating loss carryforward: Norway                $   816,000   $   878,000
  Net operating loss carryforward: France                  1,016,000     1,486,000
  Net operating loss carryforward: USA                     2,183,000     1,871,000
  Inventory adjustment                                       117,000       146,000
  Other                                                      794,000       397,000
                                                          -------------------------
  Total deferred tax assets                                4,926,000     4,778,000
Less valuation allowance                                  (4,926,000)   (4,764,000)
  Net deferred tax assets                                        -          14,000
                                                          -------------------------
Deferred Tax Liabilities
  Property and equipment                                         -          14,000
                                                          -------------------------
  Net deferred tax liabilities                                   -          14,000
                                                          -------------------------
  Net deferred income tax                                $       -     $       -
                                                          -------------------------
</TABLE>

The net changes in total valuation allowance for the years ended June 30, 2001
and June 24, 2000 were an increase of $162,000 and $2,000, respectively.

The net foreign operating loss carry-forward can only be used to offset taxable
income in the country where the carry-forward was generated. These operating
loss carry-forwards are available to offset future foreign income, if any,
through 2011.

At June 30, 2001, the Company has net operating loss carry-forwards for US
federal and state income tax purposes of $5,458,000 which are available to
offset future federal and state taxable income, if any, through 2021.


NOTE 7 - DEBT
Debt, at June 30, 2001 and June 24, 2000 was as follows:

<TABLE>
<CAPTION>
                                                                                 2001              2000
                                                                              PRINCIPAL          PRINCIPAL
          LENDER                DESCRIPTION              MATURITY            OUTSTANDING        OUTSTANDING
          ------                -----------              --------            -----------        -----------
<S>                        <C>                   <C>                         <C>                <C>
Den norske bank            Overdraft Facility    Six months, renewable        $  900,000        $1,012,000
SND                        Term Loan             February 1, 2006                141,000           151,000
Hjelmeland Kommune         Capital Lease         June 1, 2014                    972,000         1,034,000
CDN                        Term Loan             September 25, 2003              207,000           240,000
NORBAIL                    Capital Lease         November 20, 2005               357,000                 -
Nationsbank                Term Loan             June 2, 2002                      5,000            12,000
                                                                          ---------------------------------
                                                 Total                         2,582,000         2,449,000
                                                 Less current portion          1,082,000         1,313,000
                                                                          ---------------------------------
                                                 Non-current portion          $1,500,000        $1,136,000
                                                                          =================================
</TABLE>

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

Borrowings under the Den norske Bank ("DnB") Overdraft Facility are limited to a
percentage of inventories and receivables of the Norwegian subsidiary, up to a
maximum of $1,144,000 with a floating interest rate equal to the prevailing
Norwegian overnight funds rate plus two percentage points. The Den norske Bank
Overdraft Facility interest rate at June 30, 2001 and June 24, 2000 was 8.7% and
9.6%, respectively. Borrowings of $244,000 were available at June 30, 2001.


<PAGE>   38

Statens Narings-OgDistriktutvikiingsfond ("SND"), a governmental development
agency in Norway, issued to CSI Norway, an eight-year term loan that requires
the Company to continue to operate its plant facility. The loan has a variable
interest rate which at June 30, 2001 and June 24, 2000 was 8.5% and 8.0%,
respectively, and is required to be repaid through sixteen semi-annual payments
of principal and interest beginning August 1, 1996 and ending February 1, 2006.

The Norwegian subsidiary entered into a twenty-year capital lease obligation
with an initial principal amount of $1,205,000 and with quarterly payments of
$36,000, including principal and interest. At the end of the lease term,
ownership of the facility will transfer to the Norwegian subsidiary. The Company
has issued no guarantees with respect to this lease.

In December 2000, Cuisine Solutions France entered into a five-year capital
lease obligation with an initial principal amount of $435,000 and with monthly
payments of $10,400 for the first year and 6% p.a. interest on the outstanding
balance of the loan. The lease is related to a cooking machine which can be
purchased at a bargain price at the end of the lease term.

During fiscal year 1997 the Company entered into a five year term loan with Bank
of America to finance the purchase of a new refrigerated truck for its US
operations. The Nations Bank term loan has a stated interest rate of 8.85% and
is required to be repaid through monthly payments of principal and interest
beginning June 2, 1997 to June 2, 2002.

Debt maturities during the next five fiscal years on an aggregate basis at June
30, 2001 were as follows:

<TABLE>
<S>        <C>      <C>
           2002     $ 1,082,000
           2003         364,000
           2004         278,000
           2005         228,000
           2006         175,000
</TABLE>

The total debt balance thereafter is $455,000.


NOTE 8 - STOCKHOLDERS' EQUITY
The Company's capital stock is comprised of two classes: Common Stock and Class
B Stock. The Class B Stock, which is reserved for issuance to employees under
stock option plans, is identical in all respects to the Common Stock except that
the holders thereof have no voting rights unless otherwise required by law.
There are no shares of Class B Stock outstanding.


NOTE 9 - EMPLOYEE BENEFITS
The Company sponsors a qualified employee savings plan under which employees who
meet certain minimum age and service requirements are eligible to participate.
The Company matches one-third of the first 6% of eligible employees' voluntary
contributions to the plan. The Company expensed $24,631, $22,235 and $17,566 in
fiscal years 2001, 2000 and 1999, respectively, for contributions to the savings
and profit sharing plan.

<PAGE>   39

In fiscal year 1994, the Company implemented a non-qualified employee savings
plan under which senior management employees are eligible to participate. The
Company matches one-third of the first 6% of eligible employees' voluntary
contributions to the plan. The Company's matching contribution is limited to 6%
of the combined contributions into both the qualified and the non-qualified
plan. The Company expensed $26,559, $21,995, and $17,558 for fiscal year 2001,
2000 and 1999 respectively.

The Company expensed $53,000, $75,800 and $69,350 for a separate health and
retirement plan for the president of the Company and three other key employees
in fiscal year 2001, 2000 and 1999 respectively.

During fiscal year 1993, the Company established, upon stockholder approval, the
1992 Stock Option Plan which provides for up to 300,000 shares of the Company's
Common Stock to be made available to employees at various prices as established
by the Board of Directors at the date of grant. During fiscal year 1997 the
Company amended its 1992 Stock Option Plan to increase the number of shares in
its plan from 300,000 to 1,300,000. During fiscal year 1997, the Company granted
to employees 951,460 options under the 1992 Stock Option Plan. During fiscal
year 1998 the Company amended its 1992 Stock Option Plan to increase the number
of shares in its plan from 1,300,000 to 1,753,000 upon majority shareholder
approval. During fiscal year 1998 the Company granted to employees 110,000
options under the 1992 Stock Option Plan. During fiscal year 1999 the Company
granted to employees 530,000 options under the 1992 Stock Option Plan. The
exercise price of options granted was equal to the market price at the date of
grant.

During fiscal year 2000, the Company adopted the 1999 stock option plan that
which provides for up to 2,600,000 shares of the Company's Common Stock to be
made available to employees and directors at various prices as established by
the Board of Directors of the Company. During 2000, the Company granted to
employees and directors, 817,500 options under the 1992 and 1999 plans. Thereof,
147,500 options were canceled during fiscal year 2001 and additional 102,500
options were granted under the 1999 stock option plan.

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 2001, 2000 and 1999 as follows:

<TABLE>
<CAPTION>
                                      -------------------------------------------------------
                                           June 30,          June24,           June 26,
                                             2001              2000              1999
                                             ----              ----              ----
<S>                                        <C>               <C>               <C>
Expected dividend yield                                -                 -                 -
Risk-free interest rate                             5.7%              6.1%              4.7%
Expected life (in years)                               6                 6                 6
Expected volatility                                  72%               66%               33%
</TABLE>

The Company applies APB Opinion 25 and related Interpretations in accounting for
its plans. Accordingly, no compensation cost has been recognized for its fixed
stock option plan in the financial statements. Had compensation cost for the
Company's stock-based compensation plan been determined based on the fair value
at the grant date for awards under those plans consistent with the method of
FASB Statement 123, the Company's Loss and Loss per share would have been
Increased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                     June 30,            June24,             June 26,
                                                       2001                2000               1999
                                                       ----                ----               ----
<S>                          <C>                   <C>                 <C>                  <C>
Net loss:
                             As reported           $  (861,000)        $(1,980,000)         $(634,000)
                             Pro forma             $(1,047,000)        $(2,138,000)         $(789,400)
Net loss per share:
                             As reported           $     (0.06)        $     (0.13)         $   (0.04)
                             Pro forma             $     (0.07)        $     (0.14)         $   (0.05)
</TABLE>

<PAGE>   40
<TABLE>
<CAPTION>
                                               2001                             2000                              1999
                                   ------------------------------- -------------------------------- --------------------------------
                                                WEIGHTED-AVERAGE                  WEIGHTED-AVERAGE                  WEIGHTED-AVERAGE
FIXED OPTIONS                         SHARES     EXERCISE PRICE        SHARES      EXERCISE PRICE          SHARES    EXERCISE PRICE
-------------                         ------     --------------        ------      --------------          ------    --------------

<S>                                 <C>              <C>             <C>            <C>                <C>          <C>
OUTSTANDING AT BEGINNING OF YEAR      2,397,500        1.27            1,585,000      1.33               1,335,210    1.63
GRANTED                                 102,500        1.13              817,500      1.13                 530,000    0.66
CANCELED                               (147,500)       1.13                    -         -                       -       -
EXERCISED                               (68,750)       0.84                    -         -                       -       -
FORFEITED                              (447,750)       1.37               (5,000)     0.66                (280,210)   1.48
                                   -------------                   --------------                     -------------
OUTSTANDING AT END OF YEAR            1,836,000                        2,397,500      1.27               1,585,000    1.33
                                   =============                   ==============                     =============

OPTIONS EXERCISABLE AT YEAR-END       1,374,125                        1,520,000                           894,750
WEIGHTED-AVERAGE FAIR VALUE OF
   OPTIONS GRANTED DURING THE YEAR   $     0.88                            $0.91                             $0.50



TOTAL OPTION LIFE                            10                               10                                10
% EXERCISABLE                                75%                              63%                               56%
AVERAGE YEARS EXERCISABLE                     3                                3                                 2
AVERAGE REMAINING CONTRACTUAL LIFE            7                                7                                 8
</TABLE>


THE FOLLOWING TABLE SUMMARIZES INFORMATION ABOUT FIXED STOCK OPTIONS OUTSTANDING
AT JUNE 30, 2001:

<TABLE>
<CAPTION>
                                                   Stock Options Outstanding                       Stock Options Exercisable
                                                   -------------------------                       -------------------------
                                         Number         Weighted-Average                           Number
                                      Outstanding          Remaining         Weighted-Avg        Exercisable      Weighted-Avg
RANGE OF EXERCISE PRICES              at 6/30/01        Contractual Life    Exercise Price       at 6/30/01      Exercise Price
------------------------              ----------        ----------------    --------------       ----------      --------------
<S>                                   <C>                <C>                  <C>                <C>               <C>
          $0.6562 TO $1.030             412,500                7.33              $0.66             309,375           $0.66
          $1.031 TO $1.37               822,500                8.22              $1.12             463,750           $1.11
          $1.38 TO $1.50                404,500                5.95              $1.38             404,500           $1.38
          $1.51 TO $2.00                 47,000                0.19              $1.63              47,000           $1.63
          $2.01 TO $2.50                 41,500                1.96              $2.38              41,500           $2.38
          $3.01 TO $3.50                 66,000                3.83              $3.38              66,000           $3.38
          $3.51 TO $4.00                 42,000                2.51              $3.94              42,000           $3.94
</Table>

THE FOLLOWING TABLE SUMMARIZES INFORMATION ABOUT FIXED STOCK OPTIONS OUTSTANDING
AT JUNE 24, 2000:

<Table>
<Caption>
                                               Stock Options Outstanding                      Stock Options Exercisable
                                               -------------------------                      -------------------------
                                     Number       Weighted-Average                           Number
                                   Outstanding        Remaining        Weighted-Avg        Exercisable      Weighted-Avg
RANGE OF EXERCISE PRICES           at 6/24/00     Contractual Life    Exercise Price       at 6/24/00      Exercise Price
------------------------           ----------     ----------------    --------------       ----------      --------------
<S>                                <C>              <C>                <C>                 <C>                <C>
          $0.6562 TO $1.030          475,000           8.33               $0.66              237,500            $0.66
          $1.031 TO $1.37            925,000           9.17               $1.11              285,000            $1.11
          $1.38 TO $1.50             770,000           6.91               $1.38              770,000            $1.38
          $1.51 TO $2.00              77,000           0.93               $1.75               77,000            $1.75
          $2.01 TO $2.50              41,500           2.69               $2.38               41,500            $2.38
          $3.01 TO $3.50              67,000           4.86               $3.38               67,000            $3.38
          $3.51 TO $4.00              42,000           3.51               $3.94               42,000            $3.94
</TABLE>


<PAGE>   41
THE FOLLOWING TABLE SUMMARIZES INFORMATION ABOUT FIXED STOCK OPTIONS OUTSTANDING
AT JUNE 26, 1999:


<TABLE>
<CAPTION>
                                                Stock Options Outstanding                      Stock Options Exercisable
                                                -------------------------                      -------------------------
                                      Number       Weighted-Average                           Number
                                   Outstanding        Remaining         Weighted-Avg        Exercisable        Weighted-Avg
RANGE OF EXERCISE PRICES            at 6/26/99      Contractual Life    Exercise Price      at 6/26/99        Exercise Price
------------------------            ----------      ----------------    --------------      ----------        --------------
<S>                                 <C>                 <C>                <C>              <C>                  <C>
          $0.6562 TO $1.030          480,000             9.33               $0.66            120,000              $0.66
          $1.031 TO $1.37            107,500             8.36               $1.06             53,750              $1.06
          $1.38 TO $1.50             770,000             7.91               $1.38            493,500              $1.38
          $1.51 TO $2.00              77,000             1.92               $1.75             77,000              $1.75
          $2.01 TO $2.50              41,500             3.82               $2.38             41,500              $2.38
          $3.01 TO $3.50              67,000             5.86               $3.38             67,000              $3.38
          $3.51 TO $4.00              42,000             4.51               $3.94             42,000              $3.94
</TABLE>


NOTE 10 - COMMITMENTS
The Company leases office and plant space under operating leases, which
expire on various dates through 2005. Certain leases provide for escalations in
rent based upon increases in the lessor's annual operating costs or the consumer
price index. Future minimum lease payments under these agreements at June 30,
2001 were as follows:

<TABLE>
<CAPTION>
Fiscal Year
<S>       <C>             <C>
          2002            $408,000
          2003             371,000
          2004             129,000
          2005              66,000
                         ---------
                          $974,000
                         =========
</TABLE>


<PAGE>   42

Rent expense for operations approximated $380,000, $342,000 and $325,000 for
fiscal years 2001, 2000 and 1999, respectively.


NOTE 11 - TRANSACTIONS WITH RELATED PARTIES
During fiscal year 1998 the Company issued an officer loan in the amount of
$375,000. The loan of $375,000 was combined with the loan this officer had
outstanding in the amount of $45,000 at the end of fiscal year 1997. The revised
loan amount of $420,000 bears interest of at 6.5% per annum and is payable on
October 1, 2002 and is collateralized by the officer's home. Payments on the
loan will be derived from the equity proceeds from the sale of the officers
first residence, a portion of future annual bonuses to be paid to the officer by
the Company as negotiated. All outstanding balances of the note, including
principal and interest accrued thereon, shall become payable in full on October
1, 2002. At the end of fiscal year 2000 the officer sold his first residence and
applied the net proceeds of $26,000 from the sale of the residence as payment
towards the loan. $394,000 of the loan was outstanding at June 30, 2001.
Subsequent to the fiscal year 2001, the remaining balance was received and
applied toward principal and interest.

During fiscal year 1999 the Company issued an officer a loan in the amount of
$55,000. The loan of $55,000 was collateralized by the officer's primary
residence and bearing interest of 6.5% per annum. The note was established as
part of a relocation agreement and payment of the note is payable from the net
equity proceeds on the sale of the collateralized property and shall be deemed
payable in full within two years from the date of the note. During fiscal 1999,
the property was sold and $23,000 received leaving a balance of $32,000 at June
26, 1999. During fiscal 2000, an additional $20,000 was received and during
fiscal 2001, the principal balance plus accrued interest was paid in full.

During fiscal 1999 a loan of $85,000 was issued to a key employee and is
collateralized by the employee's home. The note bears interest at 6.6% per annum
and payment of the note is due and payable in full five years from the date of
the loan, or six months after the employee's termination whichever comes first.
During fiscal year 2000, $20,000 was received for principle and interest. During
fiscal year 2001, an additional $20,000 was received and applied toward
principal and interest.

The Board of Directors agreed to pay one of its Directors a $15,000 annual fee
less the amount of consulting fees paid to the member during the fiscal year for
services provided on behalf of the Company's Technology Committee. The board
member provides engineering consulting services to the Company through the
member's own company at his normal billing rates.

The Company receives consulting services under an agreement with Food Investors
Corporation ("FIC"), which is majority owned by the Secria Europe, S.A. Food
Research Corporation ("FRC"), the majority owner of Cuisine Solutions common
shares, is also owned by Secria Europe, S.A. Pursuant to the consulting
agreement, FIC provides services related to management, planning, strategy
development and pursing worldwide interests of the Company. This agreement is
renewable annually. The amount paid by the Company to FIC in fiscal years 2001,
2000 and 1999 was $144,000 per year.

Effective April 1998 the position of Vice President, Culinary Sales was
eliminated. The Vice President was employed with the Company for over twenty
years in senior positions, was given a three year guaranteed severance package
in the amount of $322,000. The Company paid the remaining liability for this
severance package during fiscal year 2001.


<PAGE>   43

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


NOTE 12 - SALES TO MAJOR CUSTOMERS
Due to the decentralized purchase decision process of customers within the
Foodservice channel, management does not believe any single customer creates a
dependency relationship.

The On Board Services channel has sales to two airline catering companies that
represent approximately 20% of total Company sales in fiscal 2001 and the same
two caterers accounted for 22.7% of total Company sales during fiscal 2000. One
of the two caterers account for approximately 15% of total Company sales in
fiscal 2001 and 16.7% in fiscal 2000.

Foreign sales accounted for approximately 29.6%, 32.4%, and 38.1% of total sales
in fiscal years 2001, 2000 and 1999, respectively.


NOTE 13 - LITIGATION
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 or results of operations.


NOTE 14 - QUARTERLY CONSOLIDATED FINANCIAL DATA (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
In management's opinion, the interim financial data below reflects all
adjustments necessary to fairly state the results of the interim period
presented. All adjustments are of a normal recurring nature necessary for a fair
presentation of the information for the periods presented. Results of any one or
more quarters are not necessarily indicative of annual results or continuing
trends.

<TABLE>
<CAPTION>
                                (in thousands, except per share amounts)

                                                          FISCAL YEAR 2001 QUARTERS ENDED

                                        September 16,        December 9,         March 31,        June 30,
                                            2000                 2000              2001             2001
                                     -------------------  -----------------  ---------------  ---------------

<S>                                      <C>                  <C>              <C>              <C>
Total revenue                               $8,343               $9,463           $9,305           $9,027
Gross margin                                  1,980               2,595            1,679            2,672
Net income (loss)                              (171)                411             (795)            (306)
Net income (loss) per share (basic          $(0.01)              $ 0.03           $(0.05)          $(0.03)
and diluted)
</TABLE>


<TABLE>
<CAPTION>
                                                          FISCAL YEAR 2000 QUARTERS ENDED

                                        September 18,        December 11,        April 1,          June 24,
                                            1999                 1999              2000              2000
                                     -------------------  ------------------  -----------------  --------------

<S>                                       <C>                 <C>             <C>                <C>
Total revenue                                $7,730              $8,701          $ 9,601            $9,778
Gross margin                                  2,009               2,318            1,155             1,701
Net income (loss)                                 1                  59           (1,274)             (766)
Net income (loss) per share (basic)          $ 0.00              $ 0.00          $ (0.09)           $(0.05)
Net income (loss) per share
(diluted)                                    $ 0.00              $ 0.00          $ (0.08)           $(0.05)
</TABLE>

<PAGE>   44


SCHEDULE II
CUISINE SOLUTIONS, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

<TABLE>
<CAPTION>
                                                 Balance at      Additions                                      Balance at
                                                 Beginning       charged to     Reduction of                      End of
                                                 of Period       operations      allowance      write-offs        Period
                                                ------------    ------------     -----------   ------------     ------------

<S>                                              <C>             <C>              <C>           <C>              <C>
Year ended June 26, 1999
  Allowance for doubtful accounts                 $      -        $ 61,000         $     -       $      -         $ 61,000
                                                ------------    ------------     -----------   ------------     ------------

   Provision for losses on unit closings          $ 72,000        $      -         $     -       $ 72,000  (1)    $      -
                                                ------------    ------------     -----------   ------------     ------------

  Allowance for obsolete inventory                $262,000        $      -         $     -       $193,000  (2)    $ 69,000
                                                ------------    ------------     -----------   ------------     ------------

Year ended June 24, 2000
  Allowance for doubtful accounts                 $ 61,000        $ 59,000         $     -       $ 31,000         $ 89,000
                                                ------------    ------------     -----------   ------------     ------------

  Allowance for obsolete inventory                $ 69,000        $119,000         $     -       $      -  (2)    $188,000
                                                ------------    ------------     -----------   ------------     ------------

Year ended June 30, 2001
  Allowance for doubtful accounts                 $ 89,000        $ 55,000         $     -       $ 36,000         $108,000
                                                ------------    ------------     -----------   ------------     ------------

  Allowance for sales rebates earned,
  not yet taken                                   $      -        $198,000         $     -       $      -         $198,000
                                                ------------    ------------     -----------   ------------     ------------

  Allowance for obsolete inventory                $188,000        $      -         $41,000       $ 44,000         $103,000
                                                ------------    ------------     -----------   ------------     ------------
</TABLE>

(1) Recovery of reserves associated with the former Bakery Division

(2) Additional reserves for obsolete inventory