<PAGE>


                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                Quarterly report pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                For the Quarterly Period Ended September 30, 2002

                           Commission File No. 0-19811
                                               -------

                           OPTA FOOD INGREDIENTS, INC.
             (Exact Name of Registrant as Specified in its Charter)


    Delaware                                               04-3117634
    --------                                               ----------
(State of Incorporation)                    (I.R.S. Employer Identification No.)


25 Wiggins Avenue, Bedford, MA                              01730
------------------------------                              -----
(Address of Principal Executive Offices)                  (Zip Code)

                                 (781) 276-5100
                                 --------------
                (Registrant's Telephone No., Including Area Code)

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 November 11, 2002, the registrant had 10,887,577 shares of common stock
outstanding.

<PAGE>

Opta Food Ingredients, Inc.

Form 10-Q

--------------------------------------------------------------------------------


                        Quarter Ended September 30, 2002

                                Table of Contents

                                                                      Page
                                                                     Number
                                                                     ------

Part I - Financial Information
------------------------------

Item 1 - Financial Statements

     Consolidated Balance Sheet
        September 30, 2002 and December 31, 2001                       3
     Consolidated Statement of Operations for the
        Three and Nine months Ended September 30, 2002 and 2001        4
     Consolidated Statement of Cash Flows for the
        Nine months Ended September 30, 2002 and 2001                  5
     Notes to Consolidated Financial Statements                        6

Item 2 - Management's Discussion and Analysis of
     Financial Condition and Results of Operations                     9

Item 3 - Quantitative and Qualitative Disclosure
     About Market Risk                                                14

Item 4 - Controls and Procedures                                      14

Part II - Other Information
---------------------------

     Item 1 through Item 6                                            15

     Signatures                                                       16

<PAGE>


Opta Food Ingredients, Inc.
Consolidated Balance Sheet (in thousands)
-----------------------------------------------------------------------------
(Unaudited)
                                                September 30,    December 31,
                                                    2002            2001
                                                -------------   -------------

ASSETS

 Current assets:
   Cash and cash equivalents                         $ 7,435         $ 1,579
   Short term investments                              1,031           4,341
   Accounts receivable, net                            3,717           3,679
   Inventories (Note 3)                                5,690           6,124
   Prepaid expenses and other current assets             361             164
                                                -------------   -------------

          Total current assets                        18,234          15,887

 Fixed assets, net                                    21,549          23,249
 Patents and trademarks, net                             252             331
 Goodwill                                              1,223           1,223
 Other assets                                          1,176             695
                                                -------------   -------------

                                                     $42,434         $41,385
                                                =============   =============

LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
   Current portion of long term debt                 $ 1,782         $   333
   Accounts payable                                    1,269             926
   Accrued expenses                                    1,237             963
                                                -------------   -------------

          Total current liabilities                    4,288           2,222

 Long term debt                                           -            1,738

 Stockholders' equity:
   Common stock                                          113             113
   Additional paid-in capital                         79,970          79,943
   Treasury stock, at cost                            (1,115)         (1,115)
   Accumulated other comprehensive loss                 (102)           (107)
   Accumulated deficit                               (40,720)        (41,409)
                                                -------------   -------------
          Total stockholders' equity                  38,146          37,425
                                                -------------   -------------

                                                     $42,434         $41,385
                                                =============   =============

The accompanying notes are an integral part of the consolidated financial
statements.


                                       3

<PAGE>

Opta Food Ingredients, Inc.
Consolidated Statement of Operations (in thousands, except per share data)
--------------------------------------------------------------------------------
(Unaudited)

<TABLE>
<CAPTION>
                                                          For the three months ended   For the nine months ended
                                                                 September 30,              September 30,
                                                          --------------------------   -------------------------
                                                             2002             2001        2002            2001
                                                          --------          --------   --------         --------
<S>                                                         <C>              <C>       <C>              <C>
Product revenue                                            $ 7,223          $  5,829    $21,087          $19,133

Cost and expenses:
  Cost of revenue                                            5,255             5,289     15,637           15,738
  Selling, general and administrative                        1,311             1,222      3,481            3,728
  Research and development                                     448               680      1,302            2,033
                                                          --------          --------   --------         --------
                                                             7,014             7,191     20,420           21,499
                                                          --------          --------   --------         --------

Income (loss) from operations                                  209            (1,362)       667           (2,366)

Other income (expense):
  Interest income                                               35                84        103              345
  Interest expense                                             (32)              (43)      (104)            (136)
  Other income (expense), net                                   24                40         23               65
                                                          --------          --------   --------         --------
                                                                27                81         22              274
                                                          --------          --------   --------         --------

Net income (loss)                                          $   236          $ (1,281)   $   689          $(2,092)
                                                          ========          ========   ========         ========

Basic net income (loss) per share (Note 4)                 $   .02          $   (.12)   $   .06          $  (.19)
                                                          ========          ========   ========         ========

Diluted net income (loss) per share (Note 4)               $   .02          $   (.12)   $   .06          $  (.19)
                                                          ========          ========   ========         ========

Weighted average shares outstanding - basic                 10,888            10,825     10,867           10,803
                                                          ========          ========   ========         ========

Weighted average shares outstanding - diluted               11,003            10,825     10,922           10,803
                                                          ========          ========   ========         ========

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                       4

<PAGE>

Opta Food Ingredients, Inc.
Consolidated Statement of Cash Flows (in thousands)
--------------------------------------------------------------------------------
(Unaudited
<TABLE>
<CAPTION>
                                                             For the nine months ended
                                                                   September 30,
                                                           ------------------------------
                                                               2002             2001
                                                           ------------     -------------
<S>                                                        <C>              <C>
Cash flows from operating activities:
  Net income (loss)                                              $ 689          $ (2,092)
  Adjustments to reconcile net income (loss) to cash
      provided by (used in) operating activities:
    Depreciation and amortization                                2,141             2,259
    Change in assets and liabilities:
      (Increase) decrease in accounts receivable, net              (40)              218
      Decrease in inventories, net                                 434                30
      (Increase) decrease in other current assets                 (197)               33
      Increase (decrease) in accounts payable                      344              (880)
      Increase (decrease) in accrued expenses                      275              (400)
                                                           -----------      ------------
  Total adjustments                                              2,957             1,260
                                                           -----------      ------------
Net cash provided by (used in) operating activities              3,646              (832)

Cash flows from investing activities:
  Purchase of short term investments                            (1,464)           (2,222)
  Maturity of short term investments                             4,774             4,081
  Purchase of fixed assets                                        (336)           (3,016)
  Increase in patents and trademarks                               (22)              (62)
  Decrease (increase) in other assets                             (480)              435
                                                           -----------      ------------
Net cash provided by (used in) investing activities              2,472              (784)

Cash flows from financing activities:
  Proceeds from issuance of common stock                            27                30
  Principal payments on long term debt                            (289)             (376)
                                                           -----------      ------------
Net cash used in financing activities                             (262)             (346)
                                                           -----------      ------------

Effect of changes in exchange rates on cash                          -               (10)

Net increase (decrease) in cash and cash equivalents             5,856            (1,972)
Cash and cash equivalents at beginning of period                 1,579             6,807
                                                           -----------      ------------
Cash and cash equivalents at end of period                      $7,435          $  4,835
                                                           ===========      ============
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.


                                       5

<PAGE>

Opta Food Ingredients, Inc.

Notes to Consolidated Unaudited Financial Statements

--------------------------------------------------------------------------------

1.     Basis of Presentation

       The consolidated financial statements of Opta Food Ingredients, Inc. (the
       "Company") include, in the opinion of management, all adjustments
       (consisting of normal and recurring adjustments) necessary for a fair
       statement of the Company's financial position at September 30, 2002 and
       December 31, 2001 and the results of operations for the three and nine
       months ended September 30, 2002 and 2001, respectively. All material
       intercompany transactions and balances have been eliminated. The results
       of operations are not necessarily indicative of results for a full year.

       These unaudited interim consolidated financial statements should be read
       in conjunction with the audited consolidated financial statements
       contained in the Company's Annual Report on Form 10-K for the year ended
       December 31, 2001, filed with the Securities and Exchange Commission
       pursuant to Section 13 of the Securities Exchange Act of 1934. The
       consolidated balance sheet data as of December 31, 2001 was derived from
       audited financial statements. Certain information and footnote
       disclosures normally included in the financial statements prepared in
       accordance with generally accepted accounting principles have been
       condensed or omitted pursuant to the Securities and Exchange Commission's
       rules and regulations.

2.     Recent Accounting Pronouncements

       In July 2001, the Financial Accounting Standards Board ("FASB") issued
       SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142
       requires that ratable amortization of goodwill be discontinued and
       replaced with periodic tests of the goodwill's impairment and that
       certain intangible assets other than goodwill be amortized over their
       useful lives. The Company adopted the provisions of SFAS No. 142 on
       January 1, 2002, and has therefore recorded goodwill amortization of
       $41,000 and $123,000 during the three and nine months ended September 30,
       2001, which did not recur in 2002. The Company completed the transitional
       impairment test during the second quarter of 2002 on the unamortized
       goodwill balance of $1.2 million as of January 1, 2002, which resulted in
       no impairment loss.

       In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
       Retirement Obligations", which provides the accounting requirements for
       retirement obligations associated with tangible long-lived assets. This
       Statement requires entities to record the fair value of a liability for
       an asset retirement obligation in the period in which it is incurred.
       This Statement is effective for our 2003 fiscal year, and early adoption
       is permitted. The adoption of SFAS No. 143 is not expected to have a
       material impact on our consolidated results of operations, financial
       position or cash flows.

       In October 2001, the FASB issued SFAS No. 144, "Accounting for the
       Impairment or Disposal of Long-Lived Assets", which excludes from the
       definition of long-lived assets goodwill and other intangibles that are
       not amortized in accordance with SFAS No. 142. SFAS No. 144 requires that
       long-lived assets to be disposed of by sale be measured at the lower of
       carrying amount or fair value less cost to sell, whether reported in
       continuing operations or in discontinued operations. SFAS No. 144 also
       expands the reporting of discontinued operations to include components of
       an entity that have been or will be disposed of rather than limiting such
       discontinuance to a segment of a business. The Company adopted SFAS No.
       144 on January 1, 2002 with no material effect on our consolidated
       results of operations, financial position or cash flows.


                                       6

<PAGE>

Opta Food Ingredients, Inc.

Notes to Consolidated Unaudited Financial Statements (Continued)
--------------------------------------------------------------------------------

       In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
       Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
       Technical Corrections", which provides guidance on the classification of
       gains and losses from the extinguishment of debt and on the accounting
       for certain specified lease transactions. The adoption of SFAS No. 145 is
       not expected to have an impact on our consolidated results of operations,
       financial position, or cash flows.

       In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
       Associated with Exit or Disposal Activities", which provides guidance on
       the recognition and measurement of liabilities associated with disposal
       activities. The statement is effective for the Company on January 1,
       2003. The Company is currently reviewing the provisions of SFAS No. 146
       to determine the standard's impact, if any, upon adoption.

3.     Inventories

       Inventories consist of the following (in thousands):

                                  September 30,                December 31,
                                     2002                          2001
                              --------------------         -------------------
        Raw materials                      $  882                      $  681
        Finished goods                      4,808                       5,443
                              --------------------         -------------------

                                          $ 5,690                     $ 6,124
                              ====================         ===================

       Inventories are stated at the lower of cost or market, cost being
       determined using the first-in, first-out method.

4.     Net Income (Loss) Per Share

       Basic net income (loss) per share is determined by dividing the net
       income (loss) by the weighted average number of common shares outstanding
       during the period. Diluted net income (loss) per share for the three and
       nine months ended September 30, 2002 is determined by dividing the net
       income by the weighted average shares outstanding including common stock
       equivalents of 115,742 and 54,485 shares, respectively which represent
       employee stock options. For the three and nine months ended September 30,
       2001, common stock equivalents have been excluded from the computation of
       dilutive net income (loss) per share because such equivalents are
       anti-dilutive.

       Options to purchase approximately 1.1 million and 1.2 million shares of
       common stock outstanding during the three and nine months ended
       September 30, 2002 were not included in the computation of diluted
       earnings per share because the options' exercise prices were greater than
       the average market price during the period and therefore, would be
       anti-dilutive under the treasury stock method.

                                       7

<PAGE>

Opta Food Ingredients, Inc.

Notes to Consolidated Unaudited Financial Statements (Continued)
--------------------------------------------------------------------------------

5.     Comprehensive Loss

       Comprehensive income (loss) for the Company is computed as the sum of net
       income (loss) and the change in the foreign currency translation
       adjustment, which is the only component of the Company's accumulated
       other comprehensive income (loss). The Company's comprehensive income for
       the three months and nine months ended September 30, 2002 was $179,000
       and $694,000, respectively. The Company's comprehensive loss for the
       three months and nine months ended September 30, 2001 was $1,328,000 and
       $2,152,000, respectively.

6.     Restructuring

       During the fourth quarter of 2001, the Company recorded a charge of
       $161,000 for severance and related costs due to a reduction in headcount
       as part of a corporate restructuring program. As of September 30, 2002,
       restructuring activities have been completed and all severance and
       related costs have been paid.

7.     Subsequent Event

       On October 25, 2002, the Company entered into a merger agreement with
       Stake Technology Ltd., pursuant to which Stake Technology's wholly owned
       subsidiary, Stake Acquisition Corp., will commence an all cash tender
       offer to purchase all of Opta's outstanding common shares for $2.50 per
       share. Certain stockholders of the Company, including officers, directors
       and affiliates, holding approximately 14% of the outstanding common
       shares, have signed a Stockholders' Agreement with Stake Technology and
       Stake Acquisition obligating them to tender their shares. The offer is
       subject to certain closing conditions, including the tender of at least a
       majority of the Company's outstanding shares, and the offer and
       subsequent merger of Opta into Stake Acquisition are anticipated to be
       completed in the fourth quarter of 2002.


                                       8

<PAGE>

Part I Item 2

Opta Food Ingredients, Inc.

Management's Discussion and Analysis of Financial Condition and
Results of Operations

--------------------------------------------------------------------------------

Introduction:

Opta Food Ingredients, Inc. ("Opta" or the "Company") is a fully integrated
developer, manufacturer and marketer of proprietary food ingredients used by
consumer food companies to improve the nutritional content, healthfulness and
taste of a wide variety of foods. The Company modifies inexpensive raw materials
and produces natural food ingredients that can be considered Generally
Recognized as Safe ("GRAS") under current U.S. Food and Drug Administration
("FDA") regulations.

You should read the following discussion in conjunction with (1) the Company's
accompanying unaudited Consolidated Financial Statements and notes thereto
included in this report on Form 10-Q and (2) the Company's audited Consolidated
Financial Statements, notes thereto and Management's Discussion and Analysis of
Financial Condition and Results of Operations as of and for the year ended
December 31, 2001 included in our Annual Report on Form 10-K for such period.

The following Discussion and Analysis of the Company's Financial Condition and
Results of Operations may contain forward-looking statements that are based on
current expectations, estimates and projections. Such forward-looking statements
reflect management's good-faith evaluation of information currently available.
However, because such statements are based upon, and therefore can be influenced
by, a number of external variables over which management has no, or incomplete,
control, they are not, and should not be read as being guarantees of future
performance or of actual future results; nor will they necessarily prove to be
accurate indications of the times at or by which any such performance or result
will be achieved. Accordingly, actual outcomes and results may differ materially
from those expressed in such forward-looking statements. The Company does not
intend to update any such forward-looking statements. Factors which could cause
actual results to differ from these expectations include sales to a small number
of food and food service companies, the size and timing of significant orders,
as well as deferral of orders, over which the Company has no control; the
extended product testing cycles of the Company's potential customers; the
variation in the Company's sales cycles from customer to customer; increased
competition posed by food ingredient manufacturers; changes in pricing policies
by the Company and its competitors; the adequacy of existing, or the need to
secure or build additional manufacturing capacity in order to meet the demand
for the Company's products; the Company's success in expanding its sales and
marketing programs and its ability to gain increased market acceptance for its
existing product lines; the Company's ability to timely develop and successfully
introduce new products in its pipeline at acceptable costs; the ability to scale
up and successfully produce its products; the potential for significant
quarterly variations in the mix of sales among the Company's products; the gain
or loss of significant customers; shortages in the availability of raw materials
from the Company's suppliers; the impact of new government regulations on food
products; the challenges of integrating the operations of acquired businesses;
and general economic conditions. Factors that could cause or contribute to such
differences include the factors discussed in the section titled "Business" under
the caption "Cautionary Statement Regarding Forward-Looking Statements" as well
as other risk factors as stated in the Company's Annual Report on Form 10-K.


                                       9

<PAGE>

Opta Food Ingredients, Inc.


Management's Discussion and Analysis of Financial Condition and
Results of Operations

--------------------------------------------------------------------------------

Results of operations for the three months ended September 30, 2002 and 2001:

Revenue. Revenue for the three months ended September 30, 2002 was $7.2 million,
representing an increase of $1.4 million, or 24% in comparison to $5.8 million
for the comparable 2001 quarter. The increase in third quarter revenue was
primarily attributable to increased demand for Canadian Harvest(R) fiber
products and a significant increase in ingredient systems sales due to the
introduction of a new product application for a major quick service restaurant
customer. In addition, a 5% price increase for the Company's fiber products that
went into effect January 1, 2002 contributed to the overall revenue increase.

Cost of revenue. Cost of revenue for the three months ended September 30, 2002
was $5.3 million, representing a decrease of $34,000, or 1% in comparison to
$5.3 million for the comparable 2001 quarter. Cost of revenue as a percentage of
revenue decreased to 73% for the third quarter of 2002 as compared to 91% in the
third quarter of 2001. This decrease was largely the result of a one-time charge
of $713,000 in the 2001 period related to the write-off of inventory that no
longer met the Company's quality specifications. In addition, cost of revenue in
2002 was favorably impacted by lower fiber manufacturing costs due to
efficiencies realized from increased production volumes and improved yields as
well as the favorable impact of the 5% fiber products price increase.

Selling, General and Administrative Expenses. Selling, general and
administrative ("SG&A") expenses for the three months ended September 30, 2002
were $1.3 million, representing an increase of $89,000 or 7% in comparison to
$1.2 million for the comparable 2001 quarter. A majority of the increase in SG&A
expenses was due to additional legal expenses associated with the Company's
merger agreement with Stake Technology, Ltd. (see Note 7 to the accompanying
consolidated unaudited financial statements) as well as an increase in the
accrual for 2002 bonuses. These increases were offset by a reduction in
marketing and promotional costs as well as a reduction in amortization expense
of approximately $41,000 as a result of the adoption of SFAS No. 142, "Goodwill
and Other Intangible Assets."

Research and Development Expenses. Research and development ("R&D") expenses for
the three months ended September 30, 2002 were $448,000, representing a decrease
of $232,000 or 34% in comparison to $680,000 for the comparable 2001 quarter. A
majority of the decrease in R&D expenses was the result of lower salaries and
related personnel costs attributable to a reduction in headcount based on the
Company's corporate restructuring program.

Other Income (Expense). Other income for the three months ended September 30,
2002 was $27,000, representing a decrease of $54,000 in comparison to other
income of $81,000 for the comparable 2001 quarter. The decrease was primarily
attributable to a reduction in interest income due to lower investment yields on
cash and investments during the third quarter of 2002 as compared to the 2001
quarter.

Results of operations for the nine months ended September 30, 2002 and 2001:

Revenue. Revenue for the nine months ended September 30, 2002 was $21.1 million,
representing an increase of $2.0 million, or 10% in comparison with $19.1
million for the first nine months of 2001. The increase in revenue was primarily
attributable to increased demand for Canadian Harvest(R) fiber products by major


                                       10

<PAGE>

Opta Food Ingredients, Inc.


Management's Discussion and Analysis of Financial Condition and
Results of Operations

--------------------------------------------------------------------------------

cereal manufacturers, the addition of several new international accounts and an
increase in sales to a major quick service restaurant customer during the first
nine months of 2002 as well as the impact of the price increase related to the
Company's fiber products which went into effect January 1, 2002.

Cost of Revenue. Cost of revenue for the nine months ended September 30, 2002
was $15.6 million, representing a decrease of $101,000, or 1% in comparison to
$15.7 million for the comparable 2001 period. Cost of revenue as a percentage of
revenue decreased to 74% for the first nine months of 2002 as compared to 82%
for the same period in 2001. This decrease was largely the result of lower fiber
manufacturing costs due to efficiencies realized from increased production
volumes and improved yields as well as the favorable impact of the 5% fiber
products price increase. In addition, the 2001 cost of revenue includes a
one-time charge of $713,000 related to the write-off of inventory that no longer
met the Company's quality specifications.

Selling, General and Administrative Expenses. SG&A expenses for the nine months
ended September 30, 2002 were $3.5 million, representing a decrease of $247,000
or 7% in comparison to $3.7 million for the comparable 2001 period. A majority
of the decrease in SG&A expenses was principally due to lower marketing and
promotional costs as well as a reduction in amortization expense of
approximately $123,000 for the nine months ended September 30, 2002 as a result
of the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets." These
decreases were offset by additional legal expenses associated with the Company's
merger agreement with Stake Technology, Ltd. as well as an increase in the
accrual for 2002 bonuses. SG&A expenses as a percentage of revenue decreased to
16% for the first nine months of 2002 from 19% for the same period last year.

Research and Development Expenses. R&D expenses for the nine months ended
September 30, 2002 were $1.3 million, representing a decrease of $731,000, or
36% in comparison to $2.0 million for the comparable 2001 period. A majority of
the decrease in R&D expenses was the result of lower salaries and related
personnel costs attributable to a reduction in headcount based on the Company's
corporate restructuring program. R&D expenses as a percentage of revenue
decreased to 6% for the first nine months of 2002 from 11% for the same period
last year.

Other Income (Expense). Other income for the nine months ended September 30,
2002 was $22,000, representing a decrease of $252,000 in comparison to other
income of $274,000 for the comparable 2001 period. The decrease was primarily
attributable to a reduction in interest income due to lower investment yields on
cash and investments during 2002 as compared to the first nine months of 2001.

Liquidity and Capital Resources:

At September 30, 2002, the Company had $9.5 million in cash and investments and
$13.9 million of working capital. For the first nine months of 2002, the Company
generated approximately $3.6 million of positive cash flow from operations as
compared with the same period in 2001 when the Company used approximately
$832,000 to fund operations.



                                       11

<PAGE>

Opta Food Ingredients, Inc.

Management's Discussion and Analysis of Financial Condition and

Results of Operations

--------------------------------------------------------------------------------

Capital expenditures were $336,000 and $3.0 million for the nine months ended
September 30, 2002 and 2001, respectively. The higher level of capital
expenditures in 2001 is as a result of expanding the Company's Cambridge,
Minnesota oat fiber production facility to meet anticipated future growth. The
total cost of the expansion to date has been approximately $3.7 million which
was funded out of internal funds. The additional production line is anticipated
to be operational by the end of 2002.

The Company's mortgage loan relating to its corporate head quarters located in
Bedford, MA has a balloon payment of $1.6 million due in May 2003. This amount
has been included in the current portion of long term debt at September 30,
2002. This mortgage loan agreement contains covenants that restrict the
Company's ability to participate in merger discussions, pay dividends, limit
annual capital expenditures, invest in certain types of securities and obtain
additional debt financing without bank approval. The Company was in compliance
with respect to all covenants and restrictions in its loan agreements at
September 30, 2002.

The Company believes that its existing cash and cash equivalents, investments,
long and short term debt and product sales will be adequate to fund potential
future losses as well as its planned operations, capital requirements and
expansion needs through the next few years. However, the Company may require
additional capital in the long term, which it may seek through equity or debt
financing, equipment lease financing or funds from other sources. No assurance
can be given that these funds will be available to the Company on acceptable
terms, if at all. In addition, because of the Company's need for funds to
support future operations, it may seek to obtain capital when conditions are
favorable, even if it does not have an immediate need for additional capital at
such time.

..
Critical Accounting Policies and Estimates

The preparation of the unaudited consolidated financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities and expenses. On an on-going basis, the Company evaluates
its estimates, including those related to uncollectible accounts receivable,
inventories, goodwill, intangibles and other long-lived assets. The Company
bases its estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its unaudited
consolidated financial statements:

     o    The Company maintains allowances for uncollectible accounts receivable
          for estimated losses resulting from the inability of its customers to
          make required payments. If the financial condition of the Company's
          customers were to deteriorate, resulting in an impairment of their
          ability to make payments, additional allowances may be required.


                                       12

<PAGE>

Opta Food Ingredients, Inc.

Management's Discussion and Analysis of Financial Condition and
Results of Operations

--------------------------------------------------------------------------------

     o    The Company maintains allowances for estimated excess or obsolete
          inventories based on the Company's review of inventory levels,
          projected future sales and comparison of actual manufacturing costs to
          standard costs. If actual market conditions are less favorable than
          those projected by management, additional allowances or write-downs
          may be required.

     o    Property, plant and equipment, patents, trademarks and other
          intangible assets owned by the Company are amortized over their
          estimated useful lives. Useful lives are based on management's
          estimates over the period that such assets will generate revenue.
          Intangible assets are reviewed for impairment whenever events or
          changes in circumstances indicate that the carrying value of an asset
          may not be recoverable. Future adverse changes in market conditions or
          poor operating results of underlying capital investments or intangible
          assets could result in losses or an inability to recover the carrying
          value of such assets, thereby possibly requiring an impairment charge
          in the future.


                                       13

<PAGE>

Opta Food Ingredients, Inc.

Part I Item 3

Quantitative and Qualitative Disclosure about Market Risk
---------------------------------------------------------

Market Rate Risk

Market risks relating to the Company's operations result primarily from changes
in interest rates and foreign currency exchange rates. The Company currently
does not use derivative financial instruments for trading or hedging purposes,
and does not consider its exposure in these areas to be material.

Interest Rate Risk

The Company's exposure to market rate risk for changes in interest rates relates
to its cash equivalents and short-term investments. Cash equivalents consist of
money market mutual funds and other high-credit quality short-term investments
with an original maturity of three months or less. A hypothetical 10% increase
in interest rates would not have a material impact on the fair market value of
these instruments due to their short maturities.

Foreign Currency Exchange Rate Risk

The Company conducts a portion of its business outside the United States through
its foreign subsidiary. The Company's foreign subsidiary maintains its
accounting records in its local currency. Consequently, changes in currency
exchange rates may affect the translation of its foreign statement of operations
into U.S. dollars, which may in turn affect the Company's consolidated statement
of operations. Substantially all of the Company's revenue is invoiced and
collected in U.S. dollars. A hypothetical 10% change in foreign currency
exchange rates would not have a material impact on the Company's results.

Part I Item 4

Controls and Procedures
-----------------------

       (a) Evaluation of Disclosure Controls and Procedures. The Company's
principal executive officer and principal financial officer, after evaluating
the effectiveness of the Company's disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) on November 12, 2002,
have concluded that, based on such evaluation, the Company's disclosure controls
and procedures were adequate and effective to ensure that material information
relating to the Company, including its consolidated subsidiaries, was made known
to them by others within those entities, particularly during the period in which
this Quarterly Report on Form 10-Q was being prepared.


        (b) Changes in Internal Controls. There were no significant changes in
the Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation, nor were there
any significant deficiencies or material weaknesses in the Company's internal
controls. Accordingly, no corrective actions were required or undertaken.


                                       14

<PAGE>

Opta Food Ingredients, Inc.

Part II - Other Information

--------------------------------------------------------------------------------

Items 1, 2, 3, 4, 5 and 6(b) - Not Applicable.

Item 6 (a)    Exhibits

     (11) Basic and diluted net income (loss) per share computation (in
thousands, except per share data):

<TABLE>
<CAPTION>
                                                  For the three months ended              For the nine months ended
                                                         September 30,                          September 30,
                                              ------------------------------------    -----------------------------------
                                                   2002                2001                2002               2001
                                              ---------------     ---------------     ----------------   ----------------
<S>                                           <C>                 <C>                 <C>                <C>
Net income (loss)                                     $   236             $(1,281)             $   689            $(2,092)
                                              ===============     ===============     ================   ================

Weighted average shares outstanding - basic            10,888              10,825               10,867             10,803
                                              ===============     ===============     ================   ================

Weighted average shares outstanding - diluted          11,003              10,825               10,922             10,803
                                              ===============     ===============     ================   ================

Basic net income (loss) per share                     $   .02             $  (.12)             $   .06            $  (.19)
                                              ===============     ===============     ================   ================

Diluted net income (loss) per share                   $   .02             $  (.12)             $   .06            $  (.19)
                                              ===============     ===============     ================   ================
</TABLE>

For the three and nine months ended September 30, 2002, diluted net income
(loss) per share is determined by dividing the net income by the weighted
average shares outstanding including common stock equivalents of 115,742 and
54,485 shares, respectively which represent employee stock options. For the
three and nine months ended September 30, 2001, common stock equivalents have
been excluded from the computation of dilutive net income (loss) per share
because such equivalents are anti-dilutive.

Options to purchase approximately 1.1 million and 1.2 million shares of common
stock outstanding during the three and nine months ended September 30, 2002 were
not included in the computation of diluted earnings per share because the
options' exercise prices were greater than the average market price during the
period and therefore, would be anti-dilutive under the treasury stock method.


                                       15

<PAGE>

Opta Food Ingredients, Inc.

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.

                               Opta Food Ingredients, Inc.
                               ---------------------------
                                    (Registrant)


DATE: November 12, 2002        BY:   /s/ Arthur J. McEvily, Ph.D.
                                  ------------------------------------------
                                   Arthur J. McEvily, Ph.D.
                                   President and Chief Executive Officer
                                   (principal executive officer)


DATE: November 12, 2002        BY:   /s/ Scott A. Kumf
                                  ------------------------------------------
                                   Scott A. Kumf
                                   Chief Operating Officer,
                                   Chief Financial Officer and Treasurer
                                   (principal financial and accounting officer)



                                       16

<PAGE>

                                  Certification

            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
            ---------------------------------------------------------

     I, Arthur J. McEvily, Ph.D, President and Chief Executive Officer, certify
that:

1.   I have reviewed this quarterly report on Form 10-Q of Opta Food
     Ingredients, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

    Dated:  November 12, 2002         /s/ Arthur J. McEvily, Ph.D.
                                      -----------------------------------------
                                          Arthur J. McEvily, Ph.D.
                                          President and Chief Executive Officer
                                          (principal executive officer)




                                       17

<PAGE>

                                  Certification

            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
            ---------------------------------------------------------

     I, Scott A. Kumf, Chief Operating Officer and Chief Financial Officer,
certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Opta Food
     Ingredients, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     c)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     d)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

     Dated:  November 12, 2002        /s/ Scott A. Kumf
                                      -----------------------------------------
                                          Scott A. Kumf
                                          Chief Operating Officer,
                                          Chief Financial Officer and Treasurer
                                          (principal financial officer)

                                       18