UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 10-QSB

(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    For the quarterly period ended March 31, 2002

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

Commission File Number: 000-31317

                          RACHEL'S GOURMET SNACKS, INC.
                          -----------------------------
        (Exact name of small business issuer as specified in its charter)

              Minnesota                                41-1766701
              ---------                                ----------
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)

            8120 Penn Avenue South, Suite 140, Bloomington, MN 55431
            --------------------------------------------------------
                    (Address of principal executive offices)

                                 (952) 884-2305
                                 --------------
                           (Issuer's telephone number)


The Registrant had 10,349,949 shares of Common Stock, $.01 par value outstanding
as of April 30, 2002.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]

<PAGE>


                          RACHEL'S GOURMET SNACKS, INC.

                                   FORM 10-QSB

                                Table of Contents

PART I.     FINANCIAL INFORMATION                                              3
  Item 1.   Financial Statements                                               3
  Item 2.   Management's Discussion and Analysis or Plan of Operation         11

PART II.    OTHER INFORMATION                                                 13
  Item 1.   Legal Proceedings                                                 13
  Item 2.   Changes in Securities                                             13
  Item 3.   Defaults Upon Senior Securities                                   14
  Item 4.   Submissions Of Matters To A Vote of Security Holders              14
  Item 5.   Other Information                                                 14
  Item 6.   Exhibits and Reports on Form 8-K                                  15
  SIGNATURE                                                                   15

<PAGE>


Item 1. FINANCIAL STATEMENTS

        RACHEL'S GOURMET SNACKS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                      March 31,
                                                            -----------------------------
                                                                2001             2002
                                                            ------------     ------------
<S>                                                         <C>              <C>
SALES                                                       $  4,166,669     $  3,700,272

COST OF GOODS SOLD                                             3,022,158        2,808,904
                                                            ------------     ------------

GROSS MARGIN                                                   1,144,511          891,368

OPERATING EXPENSES                                             1,684,246        1,285,430
                                                            ------------     ------------

OPERATING LOSS                                                  (539,735)        (394,062)
                                                            ------------     ------------

NONOPERATING INCOME (EXPENSES)
  Interest                                                      (205,131)        (215,897)
  Gain on foreign exchange                                            --           46,530
                                                            ------------     ------------
                                                                (205,131)        (169,367)
                                                            ------------     ------------

LOSS BEFORE INCOME TAXES                                        (744,866)        (563,429)

INCOME TAXES                                                          --               --
                                                            ------------     ------------

NET LOSS                                                    $   (744,866)    $   (563,429)
                                                            ============     ============

NET LOSS PER SHARE - BASIC AND DILUTED                      $      (0.08)    $      (0.05)
                                                            ============     ============

WEIGHTED AVERAGE SHARES OUTSTANDING -
  BASIC AND DILUTED                                            9,344,313       10,256,151
</TABLE>


            See notes to condensed consolidated financial statements.


                                       3
<PAGE>


           RACHEL'S GOURMET SNACKS, INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    December 31,      March 31,
                                                                         2001            2002
                                                                    ------------     ------------
                                                                      (audited)      (unaudited)
<S>                                                                 <C>              <C>
                                     ASSETS
CURRENT ASSETS
  Cash                                                              $     55,192     $     41,103
  Accounts receivable, less allowance of $77,000 and $45,000           2,416,218        1,741,278
  Inventories, less allowance of $40,000 and $40,000                   4,005,877        4,011,579
  Prepaid expenses and other                                             147,559          149,707
                                                                    ------------     ------------
      TOTAL CURRENT ASSETS                                             6,624,846        5,943,667

PROPERTY AND EQUIPMENT                                                   444,844          408,198

GOODWILL                                                               2,660,760        2,660,760

OTHER ASSETS                                                             122,909          115,013
                                                                    ------------     ------------

                                                                    $  9,853,359     $  9,127,638
                                                                    ============     ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
  Line of credit borrowings                                         $  2,521,708     $  2,212,744
  Convertible subordinated debt                                        3,325,490        2,822,267
  Notes payable                                                          287,050          282,050
  Current maturities of long-term debt                                    27,969           23,614
  Accounts payable                                                     4,334,794        4,425,897
  Accrued expenses                                                       737,212          629,342
                                                                    ------------     ------------
      TOTAL CURRENT LIABILITIES                                       11,234,223       10,395,914
                                                                    ------------     ------------

LONG-TERM DEBT, less current maturities                                   91,996          698,082
                                                                    ------------     ------------

COMMITMENTS AND CONTINGENCIES                                                 --               --
                                                                    ------------     ------------

STOCKHOLDERS' DEFICIENCY
  Preferred stock, $.01 par value; 20,000,000 shares authorized;
    no shares issued and outstanding                                          --               --
  Common stock, $.01 par value; 50,000,000 shares authorized;
    10,172,959 and 10,349,949 shares issued and outstanding              101,730          103,499
  Additional paid-in capital                                          13,443,370       13,510,857
  Accumulated other comprehensive loss                                   (63,813)         (63,138)
  Accumulated deficit                                                (14,954,147)     (15,517,576)
                                                                    ------------     ------------
                                                                      (1,472,860)      (1,966,358)
                                                                    ------------     ------------

                                                                    $  9,853,359     $  9,127,638
                                                                    ============     ============
</TABLE>

            See notes to condensed consolidated financial statements.


                                       4
<PAGE>


                 RACHEL'S GOURMET SNACKS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                 Three Months Ended
                                                                                                      March 31,
                                                                                            -----------------------------
                                                                                                2001             2002
                                                                                            ------------     ------------
<S>                                                                                         <C>              <C>
OPERATING ACTIVITIES
  Net loss                                                                                  $   (744,866)    $   (563,429)
  Adjustments to reconcile net loss to net cash provided (used) by operating activities:
    Depreciation                                                                                  46,833           42,313
    Amortization of goodwill                                                                      44,859               --
    Interest expense added to debt principal                                                          --          101,684
    Common stock issued for services                                                              60,000               --
    Changes in operating assets and liabilities:
      Accounts receivable                                                                       (185,118)         674,940
      Inventories                                                                               (194,406)          (5,702)
      Prepaid expenses and other                                                                  20,681           70,679
      Accounts payable                                                                           169,331           91,103
      Accrued expenses                                                                           236,501         (107,870)
                                                                                            ------------     ------------
        Net cash provided (used) by operating activities                                        (546,185)         303,718
                                                                                            ------------     ------------

INVESTING ACTIVITIES
  Purchases of property and equipment                                                             (3,443)          (5,667)
                                                                                            ------------     ------------

FINANCING ACTIVITIES
  Decrease in checks issued in excess of deposits                                               (104,580)              --
  Net proceeds (payments) on line of credit borrowings                                           287,993         (308,964)
  Proceeds from long-term debt                                                                   553,981            8,806
  Payments on long-term debt                                                                    (135,308)         (11,982)
                                                                                            ------------     ------------
        Net cash provided (used) by financing activities                                         602,086         (312,140)
                                                                                            ------------     ------------

NET INCREASE (DECREASE) IN CASH                                                                   52,458          (14,089)

CASH
  Beginning of period                                                                                 --           55,192
                                                                                            ------------     ------------

  End of period                                                                             $     52,458     $     41,103
                                                                                            ============     ============

Cash paid for interest                                                                      $     69,648     $     67,740

Noncash operating, financing and investing activities:
  Convertible subordinated debt refinanced                                                  $    447,007     $  1,882,589
  Common stock issued for prepaid financing costs                                                 40,825           62,606
  Equipment acquired under capital lease                                                          98,025               --
  Unrealized losses on securities                                                                 (7,050)              --
  Foreign currency translation gain                                                               12,501              675
  Common stock issued for notes payable and accrued expenses                                          --            6,650
</TABLE>


                                       5
<PAGE>


                 RACHEL'S GOURMET SNACKS, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)



1. Basis of Presentation and Significant Accounting Policies -

       The accompanying unaudited condensed consolidated financial statements
       have been prepared in accordance with accounting principles generally
       accepted in the United States of America for interim financial
       information. They do not include all of the information and footnotes
       required by accounting principles generally accepted in the United States
       of America for complete financial statements. In the opinion of
       management, all adjustments, consisting of normal recurring accruals,
       considered necessary for a fair presentation have been included.
       Operating results for the three month period ended March 31, 2002, are
       not necessarily indicative of the results that may be expected for the
       year ending December 31, 2002. For further information, refer to the
       financial statements and footnotes included in our Annual Report on Form
       10-KSB for the year ended December 31, 2001.

       Nature of Business

       The Company manufactures, markets and distributes "Rachel's Made From the
       Heart" gourmet potato chips. The potato chips are sold by independent
       distributors and Company sales personnel to grocery and convenience
       stores, restaurants, and other retail and institutional accounts. The
       Company also manufactures potato chips for others under private labels.
       In addition, the Company distributes confectionery and specialty snacks
       primarily in Canada.

       Principles of Consolidation

       The condensed consolidated financial statements include the accounts of
       Rachel's Gourmet Snacks, Inc., its U.S. subsidiary, Rachel's
       Manufacturing, Inc., and its Canadian subsidiary, Triple-C-Inc.
       (collectively "the Company"). All significant intercompany balances and
       transactions have been eliminated.

       Management Estimates

       The preparation of these condensed consolidated financial statements in
       conformity with accounting principles generally accepted in the United
       States of America requires management to make estimates and assumptions
       that may affect the reported amounts and disclosures in the condensed
       consolidated financial statements and accompanying notes. Actual results
       could differ from these estimates. Significant management estimates
       relate to the valuation of goodwill and the valuation allowance on
       deferred tax assets.

       Revenue Recognition

       The Company recognizes revenue at the time product is shipped to a
       customer. Estimated allowances for bad debts, discounts and returns are
       recorded at the time of sale as a reduction against accounts receivable
       with a charge to operations.


                                       6
<PAGE>


                 RACHEL'S GOURMET SNACKS, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)



       Foreign Currency Translation and Transactions

       Assets and liabilities of Triple-C-Inc. are translated at the exchange
       rate in effect at the balance sheet date. Revenues and expenses are
       translated at the average period exchange rate. Translation adjustments
       arising from the use of differing exchange rates are reported as
       accumulated other comprehensive loss in stockholders' deficiency.

       Fair Value of Financial Instruments

       The carrying amounts of financial instruments consisting of cash,
       receivables, line of credit borrowings, convertible subordinated debt,
       notes payable, long-term debt, accounts payable, accrued expenses and off
       balance sheet foreign exchange contracts approximate their fair values.

       Inventories

       Inventories, consisting primarily of food products available for resale,
       are valued at the lower of cost or market, with cost determined on a
       moving average basis and market determined at net realizable value.

       Property and Equipment

       Property and equipment are stated at cost less accumulated depreciation.
       Depreciation is provided using both the straight-line and declining
       balance methods over the estimated useful lives of the assets. Leasehold
       improvements are amortized over the lease term.

       Goodwill

       Goodwill represents the excess of the purchase price and related costs
       over the fair value of the identifiable net assets of businesses acquired
       less amortization through December 31, 2001. Effective January 1, 2002,
       the Company adopted Statement of Financial Standards (SFAS) No. 142
       "Goodwill and Other Intangible Assets" which addresses accounting for
       acquired goodwill and other intangible assets, discontinues the
       amortization of acquired goodwill, and makes goodwill subject to periodic
       impairment testing. The impairment testing has not been completed as of
       March 31, 2002. The Company does not believe the adoption of this
       standard will materially impact its consolidated financial statements.


                                       7
<PAGE>


                 RACHEL'S GOURMET SNACKS, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)



       The adjusted net income and per share amounts assuming that SFAS No. 142
       was in effect as of January 1, 2001 are as follows:

<TABLE>
<CAPTION>
                                                                  Three Months Ended March 31,
                                                                  ----------------------------
                                                                     2001             2002
                                                                     ----             ----
<S>                                                              <C>              <C>
             Reported net loss                                   $  (744,866)     $  (563,429)
             Goodwill amortization                                    44,859               --
                                                                 -----------      -----------
             Adjusted net loss                                   $  (700,007)     $  (563,429)
                                                                 ===========      ===========

             Reported net loss per share - basic and diluted     $      (.08)     $      (.05)
             Goodwill amortization                                       .01               --
                                                                 -----------      -----------
             Adjusted net loss                                   $      (.07)     $      (.05)
                                                                 ===========      ===========
</TABLE>

       Common Stock Issued

       The Company issued common stock for certain services and financing. The
       value of these services and financing was based on the fair value of the
       common stock as determined by public trades of the Company's common stock
       during the same time periods. The costs of the services were charged to
       operations and stockholders' deficiency was decreased. Stock issued for
       financing was to settle liabilities and to obtain additional debt
       financing.

       Stock-Based Compensation

       The Company accounts for employee stock options under Accounting
       Principles Board No. 25, "Accounting for Stock Issued to Employees," and
       provides the disclosures required by SFAS No. 123, "Accounting for
       Stock-Based Compensation." Options and warrants to nonemployees are
       accounted as required by SFAS No. 123.

       Credit Risk

       Significant concentrations of credit risk exist in accounts receivable,
       which are due from customers dispersed across different geographic and
       economic regions in the Upper Midwest and Canada.

       Net Loss Per Share

       Net loss per share - basic is determined by dividing the net loss by the
       weighted-average common shares outstanding. Net loss per share - diluted
       normally includes common stock equivalents (options, warrants and
       convertible debentures), but were excluded since their effect was
       antidulitive.

       Reclassifications

       Certain reclassifications were made to the 2001 financial statements to
       make them comparable with 2002. These reclassifications did not effect
       previously reported stockholders' deficiency, net loss, or net cash
       flows.


                                       8
<PAGE>


                 RACHEL'S GOURMET SNACKS, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)



2. Going Concern

       The condensed consolidated financial statements were prepared in
       contemplation of the Company as a going concern. The Company has incurred
       net losses of $1,939,225, $1,732,884 and $563,429 for calendar years 2000
       and 2001 and the three months ended March 31, 2002, respectively, and as
       of March 31, 2002, has a working capital deficiency of $4,452,247, an
       accumulated deficit of $15,517,576 and a stockholders' deficiency of
       $1,966,358. The Company also has a material uncertainty regarding a
       shareholder dispute (Note 3). These conditions, among others, raise
       substantial doubt about the Company's ability to continue as a going
       concern.

       The Company's continuation as a going concern is dependent upon its
       ability to generate sufficient operating cash flows and obtain additional
       financing or refinancing to meet its obligations. The Company is pursuing
       plans to increase sales and profits and decrease operating expenses. In
       addition, the Company is attempting to raise additional debt and equity
       financing. The condensed consolidated financial statements do not include
       any adjustments relating to the recoverability and classification of
       recorded assets and liabilities should the Company be unable to continue
       as a going concern.

3. Contingency and Uncertainty

       The Company has a dispute relating to options held by certain
       stockholders. The stockholders believe the Company is required to
       repurchase their 608,000 shares for $3.221 per share ($1,958,368) with
       five year 6% promissory notes. The Company believes the stockholders did
       not exercise their options by the October 1, 1999, specified date in the
       manner required. The stockholders assert that they did properly exercise
       their options and the Company's dispute is without merit. It is possible
       that either party may resort to judicial resolution of this matter. While
       the Company is confident that it did not receive actual or constructive
       notice of exercise of the stockholders' right to require the Company to
       purchase all or part of its shares, it is a possibility that litigation
       with the stockholders will result in an adverse judgement against the
       Company, which may have a material adverse effect on the Company and its
       operations, and may jeopardize the Company's ability to continue as a
       going concern. The terms of the notes require the principal to be paid in
       full five years after the exercise of the options with semi-annual
       interest payments. The outcome at this time cannot be determined.

4. Changes in Securities

       Issuance of Common Stock

       In 2002, the Company issued common stock to certain parties known to the
       Company as follows: (i) 79,750 shares on January 31; 1,580 shares on
       February 8; and 76,660 shares on March 31 to two individuals in exchange
       for financing services provided to the Company and (ii) 19,000 shares on
       March 25 to one individual in satisfaction of a note payable and accrued
       interest.

       Providers of services to the Company agreed to accept common stock of the
       Company in lieu of cash compensation. All issuances of common stock were
       unregistered in reliance upon Section 4(2) of the Securities Act of 1933.
       There were no offering expenses incurred by the Company in conjunction
       with these issuances.


                                       9
<PAGE>


                 RACHEL'S GOURMET SNACKS, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)



       Convertible Debenture Offerings

       In 2002, the Company sold or reissued 9.25% convertible debentures to
       nine individual purchasers in the following amounts on the dates
       indicated: $1,568 on January 23; $7,489 and $3,163 on January 24; $1,546
       on January 25; $609,513 and $41,877 on January 31; $3,002 and $3,002 on
       February 8; $10,000 on February 11; and $830,522 and $13,270 on March 31.
       The debentures vary in term from five to nineteen months, are convertible
       into common stock of the Company at a conversion rate of $.50 per share,
       and were issued to certain parties known to the Company.

       In addition to the sale or reissuance of convertible debentures
       referenced above, Triple-C-Inc., on February 28, 2002, sold or reissued
       $468,128 of six month 10.25% unsecured convertible debentures to certain
       parties known to Triple-C-Inc. The debentures are convertible into common
       stock of Triple-C-Inc. at 80% of the Initial Public Offering (IPO) price
       for shares of Triple-C-Inc. upon completion of a Triple-C-Inc. IPO. No
       IPO is planned at this time.

       The issuances of the convertible debentures were exempt from registration
       in the United States under Section 4(2) of the Securities Act of 1933. As
       of the date of this report none of the convertible debentures issued in
       2002 have been converted into common stock of the Company or
       Triple-C-Inc. Offering expenses of $62,606 were incurred in conjunction
       with these issuances.

       Warrant Issuances

       No warrants were issued during the period from January 1, 2002 through
       March 31, 2002.

       Stock Option Issuances

       The Company has entered into the following transactions under the
       Company's stock option plan during the three months ended March 31, 2002.
       The options were granted to persons who were directors or employees of
       the Company in private transactions that were exempt under Section 4(2)
       of the Securities Act of 1933. The Company advised each option holder of
       the restricted nature under the Securities Act of the common stock
       purchasable upon exercise of the options.

       The Company granted (i) an option to purchase 100,000 shares of common
       stock of the Company to Harm Scholtens, the Executive V.P. of Sales and
       Marketing for Triple-C-Inc. and a Director of the Company; (ii) an option
       to purchase 100,000 shares of common stock of the Company to Leo Short,
       the Executive V.P. of Sales and Marketing of the Company; and (iii)
       options to purchase 50,000 (100,000 in the aggregate) shares of common
       stock of the Company to two employees of the Company. Each of the options
       granted by the Company has a term of five years and an exercise price of
       $.30 per share.


                                       10
<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation

       INTRODUCTION
       This quarterly report on Form 10-QSB contains certain forward-looking
       statements that involve risks and uncertainties. These statements refer
       to objectives, expectations, intentions, future events, or our future
       financial performance, and involve known and unknown risks,
       uncertainties, and other factors that may cause our actual results, level
       of activity, performance, or achievements to be materially different from
       any results expressed or implied by these forward-looking statements. In
       some cases, you can identify forward-looking statements by words such as
       "may," "will," "should," "could," "expects," "anticipates," "intends,"
       "plans," "believe," "estimates," "predicts," "potential," and similar
       expressions. Our actual results could differ materially from those
       included in forward-looking statements.

       RESULTS OF OPERATIONS

       THREE MONTHS ENDED MARCH 31, 2002, COMPARED TO THREE MONTHS ENDED MARCH
       31, 2001

       Sales for the three months ended March 31, 2002, were $3,700,272 compared
       to $4,166,669 for the three months ended March 31, 2001. The net loss for
       the three months ended March 31, 2002 was $563,429, or $.05 per share,
       compared to a net loss of $744,866, or $.08 per share, in the comparable
       period of 2001. The decrease in the net loss was the result of a decrease
       in the gross margin of $253,143 and a decrease in operating expenses of
       $398,816, offset by a gain on foreign exchange of $46,530.

       Sales for Triple-C-Inc. for the three months ended March 31, 2002, were
       $3,326,573, compared to $3,950,725 for the three months ended March 31,
       2001. The decrease was primarily caused by sales price reductions for
       promotional purposes, the weaker Canadian dollar as compared to the U.S.
       dollar and overall softness in the Canadian economy. Sales of snack foods
       were $373,699 in the three months ended March 31, 2002 compared to
       $215,944 in 2001. The increase was primarily due to the addition of a
       "private label" customer.

       Cost of goods sold decreased by $213,254 to $2,808,904 in the three
       months ended March 31, 2002, from $3,022,158 in the comparable period of
       2001. Cost of goods sold as a percentage of sales increased by 3.4% to
       75.9% in 2002, as compared to 72.5% in 2001. The increase was primarily
       the result of lower sales prices on promotional products.

       Operating expenses for the three months ended March 31, 2002, were
       $1,285,430, compared to $1,684,246 in the same period the prior year.
       Triple-C-Inc.'s operating expenses in 2002 decreased by $298,227 compared
       to 2001. The decrease was primarily attributable to personnel reductions
       in the administrative and sales and marketing departments. Operating
       expenses increased by $15,979, an increase of 16.5%, in the snack foods
       operations in the three months ended March 31, 2002 compared to 2001. The
       increase was primarily due to the sales increase in that segment.
       Corporate expenses decreased by $116,568 in 2002 compared to 2001 because
       of reduced salaries and the effect of the change in accounting for
       goodwill. Goodwill amortization was $44,859 in the three months ended
       March 31, 2001. Goodwill was not amortized in 2002.

       Net nonoperating expenses for the three months ended March 31, 2002, were
       $169,367, compared to $205,131 for the three months ended March 31, 2001.
       Interest expense increased by $10,766 to $215,897 in 2002, compared to
       $205,131 in 2001, because of an increase in the amount of debt


                                       11
<PAGE>


       outstanding. Foreign currency exchange gains in 2002 were $46,530. There
       were no foreign currency exchange gains or losses in 2001. The
       fluctuations in foreign exchange were primarily at Triple-C-Inc. and were
       caused by fluctuations of the Canadian dollar in relation to other
       foreign currencies.

       LIQUIDITY AND CAPITAL RESOURCES (FOR THE THREE MONTHS ENDED MARCH 31,
       2002)

       Triple-C-Inc. has a $4,703,250 revolving line of credit facility expiring
       in 2002, subject to year to year renewals. Borrowings are due on demand,
       bear interest at the prime rate plus 1.5% to 2% (as defined in the debt
       instrument), and are collateralized by substantially all Triple-C-Inc.
       assets. Advances are subject to defined limitations on the collateralized
       assets. Triple-C-Inc.'s use of the line of credit facility is subject to
       operating covenants relating to tangible net worth, additional debt, and
       dividends, among others. The Triple-C-Inc. line of credit may not be
       utilized by the Company for its U.S. operations, and may be cancelled at
       any time by the lender. At March 31, 2002, the loan balance on the line
       of credit facility was $2,212,744.

       The Company is currently in a dispute with former stockholders of
       Triple-C-Inc. stock, one of whom, Mr. Harm Scholtens, is currently
       employed by Triple-C-Inc. The dispute relates to the obligation of the
       Company to repurchase shares of common stock issued to the former
       stockholders of Triple-C-Inc. for a total of $1,958,368 by delivery of a
       five-year 6% promissory note. Although neither party has resorted to
       litigation at this point, it is a possibility that either party may
       resort to judicial resolution of this matter, and it is a possibility
       that any litigation with former Triple-C-Inc. stockholders will result in
       an adverse judgment against the Company, which adverse judgement may have
       a material adverse effect on the Company and its operations, its future
       liquidity, and any adverse judgment may jeopardize the Company's ability
       as a going concern.

       The Company does not currently have any material credit facilities in
       place to finance its U.S. operations, and is currently financing its U.S.
       operations out of current cashflow. The Company is actively exploring
       alternatives to provide operating capital for its U.S. operations. The
       Company estimates that it will need at least $400,000 in operating
       capital over the next twelve months, of which there can be no assurance
       of availability. The Company was unable to meet its goal of obtaining
       capital investments of $400,000 in 2001 and, in fact, obtained no
       material capital financing in 2001.

       At March 31, 2002, the Company's obligations and commitments to make
       future payments under debt and lease agreements is as follows:

<TABLE>
<CAPTION>
                                                       Payments Due by Period
                         ----------------------------------------------------------------------------------
                            2002        2003        2004        2005        2006     Thereafter     Total
                            ----        ----        ----        ----        ----     ----------     -----
<S>                      <C>         <C>         <C>         <C>         <C>         <C>         <C>
       Line of credit    $2,212,744                                                              $2,212,744
       Convertible debt   2,792,498      29,769                                                   2,822,267
       Notes Payable        282,050                                                                 282,050
       Long-term debt        20,187     646,484      19,809      23,122      12,094                 721,696
       Operating leases     345,800     456,800     424,300     401,600     385,500     236,500   2,250,500
                         ----------  ----------  ----------  ----------  ----------  ----------  ----------
       Total             $5,653,279  $1,133,053  $  444,109  $  424,722  $  397,594  $  236,500  $8,289,257
                         ==========  ==========  ==========  ==========  ==========  ==========  ==========
</TABLE>

       The inability of the Company to obtain additional capital financing will
       have a material adverse effect on the Company's ability to continue
       operations. In the event that the Company has insufficient cashflow to
       provide operating capital to the Company over the next 12 months, and is


                                       12
<PAGE>


       unable to obtain additional capital financing, the Company may consider
       pursuing additional debt or equity financing, and may be forced to
       explore alternatives, including reorganization under the U.S. Bankruptcy
       Code, although no such reorganization is currently under consideration.

       Net cash provided by operating activities for the three months ended
       March 31, 2002, was $303,718. Positive operating cashflow resulted
       primarily from the collection of receivables which was partially offset
       by the net operating loss.

       Net cash used by investing activities for the three months ended March
       31, 2002, was $5,667. The funds were used to purchase required property
       and equipment.

       Net cash used by financing activities for the three months ended March
       31, 2002, was $312,140. Negative financing cash flows related primarily
       to payments on the line of credit borrowings.

       The Company issued $1,524,952 of 9.25% convertible subordinated
       debentures in the three months ended March 31, 2002. The debentures have
       a maturity of five to nineteen months and are convertible into common
       stock at a rate of $.50 per share. The debentures contain no immediate
       beneficial conversion features.

       Triple-C-Inc. issued $468,128 of 10.25% six month convertible
       subordinated unsecured debentures in the three months ended March 31,
       2002. The debentures are subordinated to borrowings under the bank line
       of credit and are convertible in common stock of Triple-C-Inc. at 80% of
       the initial public offering (IPO) price only upon completion of a
       Triple-C-Inc. IPO. No IPO is planned or expected at this time.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

       None

Item 2. Changes in Securities

       Issuance of Common Stock

       In 2002, the Company issued common stock to certain parties known to the
       Company as follows: (i) 79,750 shares on January 31; 1,580 shares on
       February 8; and 76,660 shares on March 31 to two individuals in exchange
       for financing services provided to the Company and (ii) 19,000 shares on
       March 25 to one individual in satisfaction of a note payable and accrued
       interest.

       Providers of services to the Company agreed to accept common stock of the
       Company in lieu of cash compensation. All issuances of common stock were
       unregistered in reliance upon Section 4(2) of the Securities Act of 1933.
       There were no offering expenses incurred by the Company in conjunction
       with these issuances.

       Convertible Debenture Offerings

       In 2002, the Company sold or reissued 9.25% convertible debentures to
       nine individual purchasers in the following amounts on the dates
       indicated: $1,568 on January 23; $7,489 and $3,163 on January 24; $1,546
       on January 25; $609,513 and $41,877 on January 31; $3,002 and $3,002 on


                                       13
<PAGE>


       February 8; $10,000 on February 11; and $830,522 and $13,270 on March 31.
       The debentures vary in term from five to nineteen months, are convertible
       into common stock of the Company at a conversion rate of $.50 per share,
       and were issued to certain parties known to the Company.

       In addition to the sale or reissuance of convertible debentures
       referenced above, Triple-C-Inc., on February 28, 2002, sold or reissued
       $468,128 of six month 10.25% unsecured convertible debentures to certain
       parties known to Triple-C-Inc. The debentures are convertible into common
       stock of Triple-C-Inc. at 80% of the Initial Public Offering (IPO) price
       for shares of Triple-C-Inc. upon completion of a Triple-C-Inc. IPO. No
       IPO is planned at this time

       The issuances of the convertible debentures were exempt from registration
       in the United States under Section 4(2) of the Securities Act of 1933. As
       of the date of this report none of the convertible debentures issued in
       2002 have been converted into common stock of the Company or
       Triple-C-Inc. Offering expenses of $62,606 were incurred in conjunction
       with these issuances.

       Warrant Issuances

       No warrants were issued during the period from January 1, 2002 through
       March 31, 2002.

       Stock Option Issuances

       The Company has entered into the following transactions under the
       Company's stock option plan during the three months ended March 31, 2002.
       The options indicated below were granted to persons who were directors or
       employees of the Company in private transactions that were exempt under
       Section 4(2) of the Securities Act of 1933. The Company advised each
       option holder of the restricted nature under the Securities Act of the
       common stock purchasable on exercise of the options.

       The Company granted (i) an option to purchase 100,000 shares of common
       stock of the Company to Harm Scholtens, the Executive V.P. of Sales and
       Marketing for Triple-C-Inc. and a Director of the Company; (ii) an option
       to purchase 100,000 shares of common stock of the Company to Leo Short,
       the Executive V.P. of Sales and Marketing of the Company; and (iii)
       options to purchase 50,000 (100,000 in the aggregate) shares of common
       stock of the Company to two employees of the Company. Each of the options
       granted by the Company has a term of five years and an exercise price of
       $.30 per share.

Item 3. Defaults Upon Senior Securities

       None.

Item 4. Submission of Matters to a Vote of Security Holders

       None.

Item 5. Other Information

       None.


                                       14
<PAGE>


Item 6. Exhibits and Reports on Form 8-K

       Exhibit No.   Description
       -----------   -----------

       3.1.1         Restated Articles of Incorporation*
       3.1.2         Amendment to Articles of Incorporation*
       3.1.3         Notice of Change of Registered Office/Registered Agent*
       3.1.4         Bylaws*
       3.1.5         Amendment to Articles of Incorporation****
       10.1          Employment Agreement - Lawrence Castriotta*
       10.2(1)       Employment Agreement - Harm Scholtens*
       10.3(1)       Real Property Lease - Menomonie, Wisconsin*
       10.4(1)       Real Property Lease - Hamilton, Ontario*
       10.5(1)       Real Property Lease - Calgary, Alberta*
       10.6(1)       Specimen of Convertible Debentures*
       10.7          Gardner Resources License Agreement**
       10.8          Gardner Resources Private Label Agreement**
       10.9          Amendment to Employment Agreement - Lawrence Castriotta***
       11            Statement re: Computation of Per-Share Earnings
       21            Subsidiaries of Registrant*

       * Previously filed with the Company's Form 10-SB dated November 30, 2000.
       ** Previously filed with the Company's Amendment Number One to Form 10-SB
       dated January 16, 2001.
       *** Previously filed with Company's Form 10-QSB dated May 15, 2001
       **** Previously filed with Company's Form 10-QSB dated September 30, 2001


       The Company did not file nor was it required to file any reports on Form
       8-K during its fiscal quarter ended March 31, 2002.



                                    SIGNATURE

       In accordance with the requirements of the Exchange Act, the registrant
       caused this report to be signed on its behalf by the undersigned,
       thereunto duly authorized.


                                              Rachel's Gourmet Snacks, Inc.

                  DATE: May 14, 2002          By: /s/ Pablo Malacara
                                                  ------------------
                                                  Pablo Malacara
                                                  Chief Financial Officer
                                                  (Duly authorized officer and
                                                  Principal Financial Officer)


                                       15