SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

   X              Quarterly Report Pursuant to Section 13 or 15 (d) of the
-------           Securities Exchange Act of 1934.  For the quarterly period
                  ended September 30, 2000 or

                  Transition Report Pursuant to Section 13 or 15(d) of the
------            Securities Exchange Act of 1934.  For the transition period
                  from _________ to _________.

                          Commission File Number 01912

                            SONOMAWEST HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

               California                             94-1069729
        (State of incorporation)             (IRS Employer Identification #)


1448 Industrial Avenue, Sebastopol, CA                            95472-4848
--------------------------------------                            ----------
(Address of principal executive offices)                          (Zip Code)


        Registrant's telephone number, including area code: 707/824-2548
        --------------------------------------------------



         (Former Name,Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

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:
               -------                   ----------



As of October 26, 2000,  there were  1,522,350  shares of common  stock,  no par
value, outstanding.






                                       1
<PAGE>




                            SONOMAWEST HOLDINGS, INC.

                                TABLE OF CONTENTS



PART  I.   FINANCIAL INFORMATION                                           Page

    Item 1.   Condensed Consolidated Financial Statements

              Condensed Consolidated Balance Sheets at September 30, 2000 and
              June 30, 2000...................................................3

              Condensed Consolidated Statements of Earnings - Three Months
              Ended September 30, 2000 and 1999...............................4

              Condensed Consolidated Statements of Cash Flows - Three Months
              Ended September 30, 2000 and 1999...............................5

              Notes to Condensed Consolidated Financial Statements............6

    Item 2.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations.......................................7



PART II.   OTHER INFORMATION

    Item 1.   Legal Proceedings..............................................10

    Item 6.   Exhibits and Reports on Form 8-K...............................10

              Signature .....................................................10






                                       2
<PAGE>



PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements

                            SONOMAWEST HOLDINGS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                              AMOUNTS IN THOUSANDS
                              --------------------
<TABLE>
<CAPTION>

CURRENT ASSETS:                                                                          9/30/00                 6/30/00
---------------                                                                          -------                 -------
<S>                                                                                      <C>                      <C>
Cash                                                                                     $ 7,446                  $8,359

Accounts Receivable, less allowance for uncollectible accounts of $8 and $47,
respectively                                                                                 107                     110
Prepaid income taxes                                                                         816                     816
Prepaid expenses                                                                              65                      87
Current deferred income taxes, net                                                           637                     621
                                                                                           -----                   -----
Total current assets                                                                       9,071                   9,993
                                                                                           -----                   -----

Real property, net                                                                         2,743                   2,854
Net assets of discontinued operations                                                        151                     122
Other assets                                                                                  61                       -
                                                                                        --------              ----------

Total Assets                                                                             $12,026                 $12,969
                                                                                         =======                 =======

CURRENT LIABILITIES:
--------------------

Current maturities of long term debt                                                 $        54                   $ 617
Accounts payable and accrued expenses                                                        164                     147
Unearned rents and deposits                                                                  152                     143
Accrued payroll and related liabilities                                                       44                      78
Net liabilities of discounted operations                                                     291                     628
                                                                                        --------                --------
Total current liabilities                                                                    705                   1,613
                                                                                        --------                --------
Long term debt-net of current maturities                                                   1,960                   1,974
                                                                                        --------                --------
Deferred income taxes, net                                                                   147                     147
                                                                                        --------                --------
Total Liabilities                                                                          2,812                   3,734
                                                                                        --------                --------
SHAREHOLDERS' EQUITY:
---------------------

Preferred stock: 2,500 shares authorized; no shares outstanding                                -                       -
Common stock: 5,000 shares authorized, no par value; 1,522 shares outstanding              2,905                   2,905
Warrants for common stock                                                                    456                     456
Retained earnings                                                                          5,853                   5,874
                                                                                         -------                 -------
Total shareholders' equity                                                                 9,214                   9,235
                                                                                         -------                 -------

Total Liabilities and Shareholders' Equity                                               $12,026                 $12,969
                                                                                         =======                 =======
</TABLE>

            See Notes to Condensed Consolidated Financial Statements




                                       3
<PAGE>



                            SONOMAWEST HOLDINGS, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)
                 AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
                 ----------------------------------------------

<TABLE>
<CAPTION>

                                                                                               Three Months
                                                                                            Ended September 30
                                                                                            ------------------

                                                                                              2000                      1999
                                                                                              ----                      ----
<S>                                                                                          <C>                       <C>
Rental revenue                                                                               $ 243                     $ 201
Operating costs                                                                                517                       378
Interest and Other income (expense), net                                                        88                      (49)
                                                                                         ----------               ----------
Loss from continuing operations before income taxes                                          (186)                     (226)
Benefit for income taxes                                                                      (75)                      (90)
                                                                                         ----------               ----------
Net loss from continuing operations                                                          (111)                     (136)
DISCONTINUED OPERATIONS:
   Earnings (loss) from discontinued operations, net of income taxes                            90                       412
   Gain (loss) on sale of discontinued business, net of income taxes                             -                     3,249
                                                                                         ----------                ---------
NET EARNINGS (LOSS) FROM DISCONTINUED OPERATIONS                                                90                     3,661
                                                                                         ----------                 --------
NET EARNINGS (LOSS)                                                                          $ (21)                  $ 3,525
                                                                                         ==========                 ========
WEIGHTED AVERAGE COMMON SHARES AND
EQUIVALENTS:
   Basic                                                                                     1,522                     1,519
   Diluted                                                                                   1,542                     1,566

EARNINGS (LOSS) PER COMMON SHARE
Continuing operations
   Basic                                                                                  $ (0.07)                 $  (0.09)
   Diluted                                                                                $ (0.07)                 $  (0.09)

Discontinued operations:
   Basic                                                                                   $  0.06                  $   2.41
   Diluted                                                                                 $  0.06                  $   2.34

Net Earnings (loss):
   Basic                                                                                 $  (0.01)                  $   2.32
   Diluted                                                                               $  (0.01)                  $   2.25

</TABLE>

            See Notes to Condensed Consolidated Financial Statements






                                       4
<PAGE>



                            SONOMAWEST HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                              AMOUNTS IN THOUSANDS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
             ------------------------------------------------------

<TABLE>
<CAPTION>

CASH FLOWS FROM OPERATING ACTIVITIES                                      2000                      1999
                                                                          ----                      ----
<S>                                                                        <C>                       <C>
Net earnings (loss)                                                        $(21)                     $3,525
Adjustments to reconcile net earnings (loss
to net cash used for operating activities:

            Earnings from discontinued operations, net                      (90)                      (412)
            Gain on sale of discontinued business, net                        0                     (3,249)
            Depreciation and amortization expense                           121                         92

Changes in assets & liabilities:
    Accounts receivable, net                                                  3                           -
    Prepaid income taxes                                                      -                       1,750
    Prepaid and other assets                                                (39)                        114
    Accounts payable and accrued expenses                                    17                         (38)
    Deferred income taxes, net                                              (16)                        849
    Accrued payroll & related liabilities                                   (34)                       (138)
    Unearned rents and deposits                                               9                           -
                                                                    ------------               ------------
Net cash provided by (used for) continuing operating                        (50)                      2,493
   activities                                                       ------------               ------------

    Net cash provided by (used for) discontinued operations                (281)                      8,634
                                                                    ------------               ------------
    Net cash provided by (used for) operating activities                   (331)                     11,127
                                                                    ------------               ------------
CASH FLOWS USED IN INVESTING ACTIVITIES

    Capital expenditures                                                     (5)                        (6)
                                                                    ------------              -------------
CASH FLOWS FROM FINANCING ACTIVITIES:

    Borrowings under the line of credit                                        -                      3,727
    Payments on the line of credit                                             -                     (9,472)
    Principal payments of long term debt                                   (577)                     (1,377)
    Payments on capital leases                                                 -                        (69)
    Issuance of common stock                                                   -                          4
                                                                     -----------                 ----------
    Net cash used for financing activities                                 (577)                     (7,187)
                                                                     -----------                 ----------
NET INCREASE (DECREASE) IN CASH                                            (913)                      3,934

CASH AT THE BEGINNING OF THE YEAR                                          8,359                        548
                                                                     -----------                 ----------
TOTAL CASH AT THE END OF THE PERIOD                                       $7,446                     $4,482
                                                                     ===========                 ==========
</TABLE>

            See Notes to Condensed Consolidated Financial Statements



                                       5
<PAGE>


                            SONOMAWEST HOLDINGS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      THREE MONTHS ENDED SEPTEMBER 30, 2000

Note 1-

The  accompanying  fiscal 2001 and 2000 unaudited  interim  statements have been
prepared  pursuant  to the  rules of the  Securities  and  Exchange  Commission.
Certain  information  and  disclosures  normally  included  in annual  financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted pursuant to such rules and regulations,  although
the Company believes these  disclosures are adequate to make the information not
misleading.  In the opinion of management,  all adjustments necessary for a fair
presentation  for the periods  presented have been reflected and are of a normal
recurring nature except as discussed below.  These interim financial  statements
should be read in  conjunction  with the financial  statements and notes thereto
for each of the three years in the period  ended June 30,  2000.  The results of
operations  for  the  three  month  period  ended  September  30,  2000  are not
indicative  of the results that will be achieved for the entire year ending June
30, 2001.

Reclassifications  - Certain  previously  reported amounts were  reclassified to
conform to the current presentation with respect to discontinued operations.

Note 2-

In July 1999, the Company  consummated an asset purchase agreement (the Purchase
Agreement) with Tree Top, Inc. The Purchase  Agreement  governed the sale of all
intangible  assets  (primarily  trademarks,  know-how,  and customer  lists) and
certain of the equipment  relating to the  Company's  processed  apple  products
line.  Although the Purchase  Agreement  excludes other product lines within the
Company's  ingredient  segment,  the Company decided to actively seek buyers for
the remaining  product  lines of the  ingredients  segment and has  discontinued
production of all ingredients  segment products.  Consequently,  the ingredients
segment has been  presented  as a  discontinued  operation  in the  accompanying
consolidated financial statements for all periods presented.  The purchase price
for the sale of the  processed  apple  products  line of $12 million was paid in
cash at the closing  date of the sale on July 30, 1999.  In addition,  equipment
with a net book value of  $1,478,000  was sold for  $500,000  and apple  product
inventories  with a cost of $1.7 million were  purchased for $1.9 million.  Tree
Top, Inc. did not assume any of the Company's  liabilities.  In connection  with
the Purchase Agreement,  the Company and certain  shareholders,  directors,  and
management  have agreed not to compete with Tree Top,  Inc. in  processed  apple
product  lines for a period of three to ten years.  In addition,  as part of the
transaction,  the Company sold the Vacu-dry trademark. Thus, the Company changed
its name to  SonomaWest  Holdings,  Inc. in  December  1999.  In February  2000,
certain  local apple  growers  filed suit against the Company and Tree Top, Inc.
alleging that this sale and related  activities  created a monopoly in the dried
apple  business in  violation  of federal and  California  law.  The growers are
seeking treble damages,  punitive damages,  interest,  and attorney fees, all in
unnamed  amounts.  On August 4,  2000,  the  Company's  motion  to  dismiss  the
complaint was granted with leave to amend. The Company feels the suit is without
merit and  intends to  continue to defend  itself  vigorously  should an amended
complaint be filed.

In the third  quarter  of fiscal  2000,  the  Company  decided to dispose of its
organic  packaged  foods  operations.  Accordingly,  the organic  packaged foods
segment is included in discontinued operations in the accompanying  consolidated
financial  statements  for all  periods  presented.  The Company  received  $1.1
million for all  intellectual  property,  consisting of the Made In Nature brand
name and all related  trademarks,  and  certain  dried  fruit  inventory  of the
organic  packaged  goods segment from Premier  Valley  Foods,  Inc. in May 2000.
Remaining  assets of this  segment  consist  primarily  of organic  orange juice
concentrate  inventories,  which are being actively  marketed by the Company for
liquidation.

Upon the disposal of the Company's  remaining  ingredients and organic  packaged
foods  assets,  the sole  remaining  line of  business  will be its real  estate
management and rental operations.

During fiscal 2000,  the Company  recorded a net after-tax  gain of $3.2 million
from the sale of the  processed  apple  product  line  and the  disposal  of the
remaining  product  lines of the  ingredients  segment and the organic  packaged
foods  segment.  The net after-tax  gain included $16.1 million of proceeds from
the sales offset by: a) the  write-down  of assets  related to the  discontinued
segments to their estimated net realizable  value (assets which were impaired as
a direct result of the decision to discontinue the segments);  b) costs incurred
in closing the discontinued  segments (consisting  primarily of severance costs,
professional fees, relocation costs and lease buy-outs);  c) estimated operating
losses to be  incurred  during the  wind-down  period;  and d) losses on sale of
equipment.




                                       6
<PAGE>


Summarized historical information of the discontinued operations is as follows:
<TABLE>
<CAPTION>

(in thousands)                                                               Three Months Ended September 30,
                                                                             --------------------------------
                                                                               2000                   1999
                                                                               ----                   ----
Income statement data:
<S>                                                                             <C>                  <C>
    Revenues                                                                    $206                 $8,345
    Costs and expenses                                                          (56)                 (7,659)
                                                                                ----                -------
    Operating income                                                             150                    686
    Income tax expense                                                           (60)                  (274)
                                                                                ----                  -----
    Income from discontinued operations, net of income taxes                    $ 90                   $412
                                                                                ====                   ====

                                                                        September 30, 2000        June 30, 2000
                                                                        ------------------        -------------
Balance sheet data:
Accounts receivable, net of reserves of $0 and $37                              $ 29                    $ -
                                                                                ----                    ---
    Total current assets of discontinued operations                               29                      -
Property, plant and equipment, net                                               122                    122
                                                                                 ---                    ---
    Total assets of discontinued operations                                      151                    122
                                                                                 ===                    ===

Accounts payable                                                                   -                    234
Provision for severance, transaction costs, wind-down costs and                  291                    394
                                                                                 ---                   ----
    Total liabilities of discontinued operations                                 291                    628
                                                                                 ---                    ---
    Net assets (liabilities) of discontinued operations                       $(140)                 $(506)
                                                                              ======                 ======

</TABLE>


Note 3 -

Statement  of Cash Flows - Interest  and income tax  payments  reflected  in the
Consolidated Statement of Cash Flows were as follows:

(in thousands)                                            2001             2000
                                                          ----             ----
Interest paid                                             $ 45             $160
Income taxes paid                                         $ -              $ -

Note 4 -

Long-term debt - At September 30, 2000,  the Company was not in compliance  with
certain covenants of the lending agreements with its finance institution lender.
Subsequently, the Company received a one-year wavier regarding the breach of the
lending covenants. Accordingly, this debt is classified as long-term debt on the
balance sheet at September 30, 2000.  The Company is currently  working with its
lender to revise its loan agreement and conform it to its current operations.

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

         SonomaWest  Holdings,  Inc. (the  "Company") is including the following
cautionary  statement in this Form 10-Q to make applicable and take advantage of
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995 for any forward  looking  statements made by, or on behalf of, the Company.
Forward looking  statements  include  statements  concerning plans,  objectives,
goals, strategies,  future events or performance and underlying assumptions, and
other  statements which are other than statements of historical  facts.  Certain
statements  contained  herein are forward looking  statements and,  accordingly,
involve risks and uncertainties  which could cause actual results or outcomes to
differ  materially from those expressed in the forward  looking  statements.  In
addition to other factors and matters discussed  elsewhere  herein,  these risks
and uncertainties  include, but are not limited to, uncertainties  affecting the
food processing  industry,  risks associated with  fluctuations in the price and
availability of raw materials, management of growth, adverse publicity affecting
organic  foods or the Company's  products,  and product  recalls.  The Company's
expectations,  beliefs  and  projections  are  expressed  in good  faith and are
believed  by  the  Company  to  have  a  reasonable  basis,   including  without
limitation,  management's  examination  of  historical  operating  trends,  data
contained in the Company's  records and other data available from third parties,
but  there  can be no  assurance  that  management's  expectations,  beliefs  or


                                       7
<PAGE>

projections  will result or be achieved or accomplished.  The Company  disclaims
any  obligation to update any  forward-looking  statements to reflect  events or
circumstances after the date hereof.

         The  financial  statements  herein  presented  for the quarters  ending
September 30, 2000 and 1999 reflect all the  adjustments  that in the opinion of
management are necessary for the fair presentation of the financial position and
results of operations  for the periods then ended.  All  adjustments  during the
periods presented are of a normal recurring nature unless otherwise stated.

                                    OVERVIEW

         Since the Company  acquired  certain of the assets and  liabilities  of
Made in Nature,  Inc. in June 1998,  the Company has operated in three  business
segments:  industrial dried fruit  ingredients,  organic packaged foods and real
estate. The Company commenced a strategic  reorganization  upon the announcement
of the proposed sale of its apple-based  industrial  ingredients product line in
June 1999.  In August  1999 the  decision  was made to sell or  discontinue  all
product  lines in the  Company's  industrial  dried fruit  ingredients  business
segment. In January 2000, the Company decided to sell or discontinue its organic
packaged foods business. As a result of these decisions,  both business segments
are considered discontinued  operations and their operating results,  results of
cash flows,  net assets and liabilities  are reflected  outside of the Company's
continuing operations. The Company's sole remaining line of business is its real
estate management and rental operations.

                             DISCONTINUED OPERATIONS

         In July 1999, the Company sold the bulk of its  apple-based  industrial
ingredients product line to Tree Top, Inc., of Selah,  Washington.  This product
line represented 55% and 81% of the Company's sales for the years ended June 30,
1999 and 1998, respectively.  This sale, which was recorded in the first quarter
of fiscal  2000,  is an important  element of the  Company's  strategic  plan to
improve the return on its investments and increase  shareholder value by exiting
businesses  with low  returns and high  capital  requirements.  The  transaction
provided  financial  resources  to support the  Company's  real estate and other
business opportunities. Following completion of the sale, the Company determined
in  August  1999  that  the  remaining  product  lines in the  Company's  vacuum
ingredients  segment of its business  would be  discontinued  and held for sale.
These  product  lines  included  the  Company's  dried  ingredients,   Perma-Pak
long-term food storage,  and drink mix businesses.  In January 2000, the Company
decided to sell or discontinue its organic packaged goods business.  As a result
of these  decisions,  the  Company has  classified  these  business  segments as
discontinued operations.  Accordingly, the Company has segregated the net assets
of the discontinued  operations in the consolidated  balance sheets at September
30 and June 30, 2000, the operating  results of the  discontinued  operations in
the  consolidated  statements of operations for the three months ended September
30,  2000 and  1999  and the cash  flows  from  discontinued  operations  in the
consolidated  statements of cash flows for the three months ended  September 30,
2000 and 1999.

         For the three months ended  September  30, 2000,  the Company  recorded
after-tax  earnings  from  discontinued  operations  of  $90,000  on  revenue of
$206,000.  This compares to an after-tax earnings of $412,000 on revenue of $8.3
million for the three months ended September 30, 1999. The decline in revenue in
the  discontinued  operations  is due to the sale of the apple  ingredients  and
organic  packaged  goods  businesses  in fiscal 2000.  After the  allocation  of
selling, general and administrative expenses between continuing and discontinued
operations,  the discontinued  businesses generated $150,000 of operating income
for the three months  ended  September  30, 2000 versus an  operating  income of
$686,000 for the three months ended September 30, 1999.

         The  Company  is  actively   marketing  all  remaining  assets  of  its
discontinued  businesses (primarily  inventory),  but there can be no assurances
that there will be a sale of all or any of the remaining assets.



                                       8
<PAGE>

                        RESULTS OF CONTINUING OPERATIONS

         The Company's  continuing line of business  consists of the leasing and
development  of the Company's  real estate.  The Company  intends to develop its
real estate  largely for  agricultural  and industrial  rental.  The current use
permit for the Company's  former  production  site requires that the facility be
used  exclusively  for  diversified   agricultural   purposes.  The  Company  is
attempting  to broaden the use permit to allow other  types of  activities,  but
there can be no assurance  that such efforts will be  successful.  The Company's
other piece of real estate is already zoned for industrial use.

Results of Operations
---------------------

         The  Company's  sole  continuing  line of  business  is its real estate
management and rental  operations  consisting of several  buildings and yards on
two property  locations.  The two properties  have a combined  leaseable area of
approximately 410,000 square feet on 81 acres of land. Twenty-three tenants that
have varying  original  lease terms ranging from  month-to-month  to eight years
with options to extend  lease  approximately  205,000  square feet or 50% of the
properties' available lease space.

         Rental Revenue. The Company leases warehouse, cold storage, production,
and office space as well as outside storage space at both of its properties. For
the three months ending  September  30, 2000,  rental  revenue  increased 21% or
$42,000 to $243,000 compared to the corresponding period in the prior year. This
increase was primarily a result of leasing  activities  at the Company's  former
production facility.  This facility is approximately 41% occupied. The Company's
other property is approximately 76% occupied. While the Company and its retained
broker are actively marketing the properties to prospective  tenants,  there can
be no assurance that tenants will be found in the near term.

         Operating  Costs.  Operating  costs  consist of direct costs related to
continuing  operations and all general  corporate  costs.  Only direct  selling,
general and administrative costs related to the ingredients and organic packaged
goods  businesses were allocated to discontinued  operations in the consolidated
statements of  operations.  The Company's  operating  results will be negatively
impacted as long as the tenant  rental  revenue  stream fails to cover  existing
operating costs. Cost reduction efforts to minimize any avoidable  spending have
been undertaken to minimize  negative  operating results while the tenant search
continues.  For the three months  ending  September  30, 2000,  operating  costs
increased 37% or $139,000 to $517,000  compared to the  corresponding  period in
the prior year. Included in operating cost, however, for the three months ending
September 30, 1999 is an expense offset for over-accrued  bonuses in fiscal year
1999 of $169,000.

         Interest and Other  Income  (Expense),  Net.  Interest and other income
(expense)  net  consists  primarily  of interest  income on the  Company's  cash
balances, and interest expense on mortgage debt and shareholder loans. In Fiscal
2000,  proceeds from the sale of the  ingredients  business were used to pay off
the Company's  revolving bank line of credit and substantially  reduce long-term
debt. As a result,  for the three months ending  September 30, 2000, the Company
was a net investor of cash, generating $128,000 of interest income and incurring
$45,000 of interest expense,  while in the corresponding period in prior year it
was a net borrower, generating interest income of $58,000 and incurring interest
expense of $116,000.

          Income  Taxes.  The  effective  tax rate for the  three  months  ended
September  30,  2000 was 40%,  or  approximately  the  statutory  rate after the
federal benefit for state income taxes.

Liquidity and Capital Resources
-------------------------------

         The  Company  had cash of $ 7.4  million at  September  30,  2000,  and
current  maturities of long-term  debt of $54,000.  In fiscal 2000,  the Company
used a  portion  of  the  $16.1  million  net  proceeds  from  its  discontinued
businesses  to pay off  borrowings  under its bank line of credit  and  retire a
significant  portion of its long-term  debt. In August 2000, the Company elected
to prepay in full a remaining  shareholder note payable  (scheduled to mature in
2003),  in the amount of  $564,000  plus  accrued  interest.  The cash  balances
decreased  from  $8.4  million  at June 30,  2000  primarily  as a result of the
shareholder  note payoff and  payments  of  liabilities  regarding  discontinued
operations.

         At September 30, 2000,  the Company was not in compliance  with certain
covenants of the lending  agreements with its finance  institution lender on its
long-term debt.  Subsequently,  the Company received a one-year wavier regarding
the breach of the lending  covenants.  The Company is currently working with its
lender to revise its loan  agreement  and conform it to its current  operations.
Alternatively, the Company has the ability to payoff its long-term debt position
in cash.



                                       9
<PAGE>

         The  Company  has  contingently   committed  itself  to  a  $3  million
investment in a privately held telecommunications company, MetroPCS, Inc., which
is expected to be funded in fiscal 2001.  Subsequent  events have eliminated the
contingency  converting this investment to a full commitment.  It is anticipated
that the Company will make its $3 million investment in several stages beginning
November 2000.

         The Company's Board of Directors has authorized a program to repurchase
up to 375,000  shares of the  Company's  stock at $8.00 per share.  The offer is
subject to  regulatory  filings and  approvals  and  approval  by the  Company's
lender.  The Company  anticipates  that the offer will be made in early calendar
year 2001.


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

On February 23, 200 several  local apple growers filed a complaint in the United
States District Court for the Northern District of California naming the Company
and Tree Top, Inc. as defendants.  The complaint alleged that the July 1999 sale
of the Company's  apple  ingredients  business to Tree Top, Inc. was an unlawful
combination  in restraint of trade in the dried apple business under federal and
California law; that the Company conspired with Tree Top, Inc. to monopolize the
dried  apple  business;  and that such acts also  constitute  unlawful  business
practices under the California  Business and  Professions  Code. The suit sought
treble  damages,  punitive  damages,  interest and attorney fees, all in unnamed
amounts.  On August 4, 2000,  the Company's  motion to dismiss the complaint was
granted with leave to amend.  To date there has been no  amendment.  The Company
believes the suit was without merit and will defend itself  vigorously should an
amended complaint be filed.

On October 10, 2000 the holder of 95,000  warrants  to  purchase  the  Company's
common stock filed a complaint in the  Superior  Court in and for Sonoma  County
against the Company.  The complaint  alleges  breach of contract with respect to
the  warrants  and seeks  declaratory  relief  as to the  holder's  rights,  the
imposition of a constructive trust, damages, and a preliminary injunction baring
the  Company  from  distributing   certain  cash  proceeds  resulting  from  the
liquidation of operating assets. The Company has not answered the complaint. The
Company  believes  this  complaint is without merit and intends to defend itself
vigorously.

Item 6.  Exhibits and Reports on Form 8-K

a.       Exhibits

             10.  MetroPCS 6% Subordinated Convertible Note, dated July 17, 2000
             27.  Financial Data Schedule


b.       Reports on Form 8-K

              None

SIGNATURES

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



Date:    November 13, 2000



/s/ Gary L. Hess
----------------
Gary L. Hess,
Chief Executive Officer, President and Chief Financial Officer


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