<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

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

                   For the fiscal year ended January 31, 2001

                         Commission File Number 1-13365

                             INTERCORP EXCELLE INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

      Ontario, Canada                                               N/A
-------------------------------                             -------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                           1880 Ormont Drive
                        Toronto, Ontario, Canada        M9L 2V4
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (416) 744-2124
                                 --------------
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, no par value
                    Redeemable Common Stock Purchase Warrants
                    -----------------------------------------
                                (Title of Class)

       Indicate by check mark whether the registrant (1) has filed all reports
Required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No | |

       Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. | |

       The Company's sales for the year ended January 31, 2001 were $18,812,103.
       As of April 20, 2001 the aggregate market value of the voting stock held
by non-affiliates of the registrant (based on last sale price of $0.675 on April
20, 2001) was approximately $2,700,514.

       As of April 20, 2001, there were 4,000,761 shares of the registrant's
common stock outstanding.

<PAGE>

PART I.

Item 1.  DESCRIPTION OF BUSINESS

Products

        The Company manufactures, markets and distributes over 200 products
including salad dressings, dips, meat and steak sauces, marinades and
mayonnaise. Renee's Gourmet(TM) refrigerated salad dressings and sauces as well
as A1(TM) steak sauces are marketed throughout Canada. The Company distributes
these lines of gourmet salad dressings and sauces to supermarkets, gourmet
stores and specialty shops. Salad dressings, sauces, marinades and mayonnaise
are also distributed under the brand name Excelle?and under private labels for
both retail and food service establishments, including supermarkets,
restaurants, hotels, and other institution's throughout Canada and the United
States. Private label products are primarily sold under the supermarket's own
name. The Company's private labels include "President's Choice" for Loblaw's
Company Ltd., "Our Compliments" for Sobeys, as well as Shaw's, Wegman's and
Fleming in the United States.

        All of the products in the Renee's Gourmet(TM) line are made primarily
from natural ingredients and are preservative and MSG free. Certain of the
Company's products are also designed to serve certain specific health conscious
markets. For example, the Company markets products which are made without milk,
sugars or vegetable oils for consumers who are lactose intolerant, diabetics, or
allergy-prone. The Renee's Gourmet(TM) line includes Ranch, Caesar, Mighty
Caesar, Chunky Blue Cheese, as well as more exotic flavors such as Cucumber and
Dill, Poppy Seed, and Greek Feta. Renee's Gourmet(TM) Dressings have maintained
the largest market share of any refrigerated salad dressing in Canada, according
to AC Nielsen reports.

        The Company also distributes a line of low fat dressing, Renee's
Gourmet(TM) Naturally Light(TM) intended for the growing diet and health
conscious market. The low-fat line includes flavors like, Ravin' Raspberry
Japanese, Roasted Red Pepper and Spring Herb Garlic Vinegrette. The Company also
distributes a line of low-fat Renee's Gourmet(TM) sauces and meat marinades
which, include Creole Mustard, Tangy Thai, Pineapple Ambrosia, Mandarin Orange
and Sesame Ginger. In June 2000, the company launched a new line of Renee's
Gourmet(TM) Dip's, includes new flavors like Roasted Red Pepper, Sundried Tomato
and Feta, Roasted Peppercorn, and White Chocolate Cheesecake. During the year,
the company successfully secured incremental listings of Renee's Gourmet(TM)
products in a number of US chains, which included Harris Teeter, Lunds/Byerly's
and Fairway Markets.

        In addition to original brand name Renee's Gourmet(TM) products, the
Company acquired A1(TM) steak sauces for Canada in 1999, moving production into
its facility in Toronto, Ontario, and markets two current flavors (Original and
Zesty Tex Mex). The 172ml product is distributed to most major retail and food
service customers across Canada and a larger 980ml product specifically for
Costco stores.

        Excelle products are also made from premium ingredients. The Company
produces many flavors of salad dressings, dips, sauces, marinades and
mayonnaise, including products such as Peanut Satay, Spicy Thai, Honey Garlic,
Roasted Red Pepper, and Hickory BBQ Sauces. The Company markets these products
to supermarkets under the Excelle label as well as the supermarkets' own brand
under private label arrangements.

        The Company also makes exclusive specialty dressings, sauces, marinades
and mayonnaise for restaurants under their own names. Such products are made for
distributors such as Serca, and restaurants across Canada such as Boston Pizza,
The KEG, Mr. SUB, Kentucky Fried Chicken, Quizno's and Prime Restaurants.

        The Company's products are sold to supermarkets in a variety of bottle
sizes, one-gallon containers, individual portions and pouches for food service
establishments. Refrigerated salad dressings are sold in the produce section of
supermarkets while Renees Gourmet(TM) branded sauces are located in the meat
section. Management believes that it is an advantage to sell its products in
both the produce and meat sections of the stores because fewer competing
products are generally sold in those sections, and because such products
naturally complement lettuce, other vegetables and meats. The products generally
have a four to twelve month refrigerated shelf life.

        The Company adheres to strict quality standards and uses fresh, natural
ingredients. The Company attracts customers by providing salad dressings, sauces
and other products that have unusual combinations of flavors and taste ranges,
which are not offered by competitors, and because of its focus on healthy
products.


                                       2
<PAGE>

Manufacturing

        The Company manufacturers all of its products at its Toronto, Ontario
facility. The Company utilizes an integrated manufacturing process for its
products which mixes the ingredients, bottles the dressings, applies the
appropriate labels and seals the bottles for consumer protection. Because no
preservatives are added to the branded salad dressings, they are refrigerated
on-site immediately and remain refrigerated through their shipping and storage,
until they are disseminated to various supermarkets, gourmet stores or food
service providers.

        The Company currently produces over 20,000,000 pounds of its products
annually, while utilizing under 50% of its available manufacturing capacity.
There are two complete production lines that run all of the bottled products. In
addition, the Company has a one gallon line for food service and the capability
to produce one and two quart pouches, one to three ounce portion packs, drums
and large totes.

        The Company purchases the ingredients for its products from a variety of
sources, focusing on the freshest possible sources. These ingredients include
vegetables, milk, eggs and a variety of seasonings. The availability of
vegetables and other raw materials necessary for the manufacture of the
Company's products and the price of many of such materials are factors over
which the Company has little or no control, except that the Company purchases
certain ingredients such as canola oil and sugar on a fixed price basis over a
set time period to avoid extreme price fluctuations.

Advertising, Marketing and Distribution

        Management believes, based on the number of grocery stores chains and
gourmet stores that carry its products, that the Renee's Gourmet(TM), A1(TM) are
available in over 2,500 retail outlets.

        The Company utilizes its own marketing department as well as independent
marketing agencies and brokers. The independent brokers generally are
individuals and/or companies with well established connections to grocery and
gourmet food stores, as well as other food service establishments including
restaurants, hotels, hospitals, etc. Both retail and food service brokers
receive a commission on sales of both private and branded label products. The
brokers each receive a territory and are responsible to ensure that each product
is properly code-dated and shelved.

        The Company markets and advertises all of its products through a
combination of in-store demonstrations and promotional ads on racks, signs, and
inside displays, national magazine ads, radio commercials, coupon circulars and
food shows. The Company uses outside agencies in addition to its in-house
marketing department. The Company's employees and its outside agencies conduct
sales demonstrations and distribute point of sale materials, develop custom
labels and designs for new Renee's Gourmet and A1(TM) product launches. The
company also develops and maintains a "Renee's Gourmet(TM)" Web site
(www.Renees.com), and an A1(TM) Web site (www.A1sauce.com), as well as handling
all customer relations.

        The Company has been very successful marketing its products including
those sold under private label agreements, and hopes to continue to meet the
reputation that it believes it has gained in the industry for its quality
private label products and services. The Company has aggressively pursued the
U.S. market with its branded Renee's Gourmet(TM) products, in addition to an
already established private label business.

Competition

        The salad dressing market is highly competitive. The Company competes
with refrigerated dressings as well as shelf-stable products. Outside the
refrigerated sector of the industry, Kraft, Select, Hidden Valley and
Lighthouse, remain large competitors in the retail section. While the Company
does produce shelf-stable products under the Excelle label and for private
labels and food service, it is not a significant competitor in this area.

        The Company's branded products compete with other larger and more
capitalized food companies that manufacture refrigerated dressings, sauces and
marinades. The larger competitors who also place their products in the
refrigerated produce or dairy sections in the United States include Marie's
brand salad dressings, T. Marzetti's, Lighthouse, and Naturally Fresh, which
comprise the majority of the United States Market. The Company believes that its
competitive standing in the refrigerated section in Canada is maintained by its
ability to respond more quickly and more individually to customers' needs than
its larger competitors.

        The primary food service section competitors that the Company faces in
Canada are Kraft, Select, Hellmann's and Richardson's. These companies also
produce specialty dressings for restaurants.

        The Company believes that it holds a competitive advantage because its
products are made utilizing primarily natural ingredients and are beneficial to
those who have health concerns, including those who are lactose intolerant,
diabetic, weight conscious or allergy-prone. The Company also believes that its
products are attractive to those who desire a flavorful variety of tastes and
enjoy different and unusual blends of ingredients. The Company believes that
these qualities will enable it to penetrate the United States market. Management
emphasizes the versatility of each product as a dressing, dip, sauce, spread or
marinade.


                                       3
<PAGE>

Awards and Merits

               The Company is constantly being recognized for developing
innovative new products and for continued successes in the Canadian marketplace.
The Company has been awarded medals for success in Small Business and
Entrepreneurship as well as for best new product in various food categories,
including two prestigious Grand Prix awards in May 1999 and May 2000. Those
awards were for its Renee's Gourmet(TM) Naturally Light(TM) and Sauce product
lines, in the category of best new condiments. In 1996, the Company was a
finalist in the Financial Post's "Top 50 Best Managed Companies" in Canada, and
in 1997 it received an Award of Merit for business excellence from the Chamber
of Commerce.

New Product Development

        The Company is constantly evaluating potential new products in order to
expand its line of products. The Company is reformulating recipes to develop new
flavors. Within the last three years, the Company developed the Renee's
Gourmet(TM) Naturally light(TM) line, which is low in fat and calories to appeal
to the growing weight and health conscious market, introduced Renee's
Gourmet(TM) brand marinades and meat sauces in 1998 and a new line of Renee's
Gourmet(TM) Dip's in 2000. In addition, the Company acquired the Canadian A1(TM)
steak sauces operation in 1999, and intends to continue to make acquisitions of
complementary companies or purchase the rights to distribute or manufacture
complimentary products to utilize available production capacity.

Patents and Trademarks

        The Company holds trademarks in Canada, on Renee's Gourmet(TM), Renee's
Gourmet Naturally Light(TM), and A1(TM) steak sauce. In addition, the Company
holds the trademark for Renee's Gourmet(TM) in the USA. The Company believes
that its trademarks have significant value and are an important factor in the
marketing of its products. The Company does not hold any patents on its recipes
or manufacturing processes. Management believes that it provides better
protection of its recipes and its market position from competitors by not
patenting them, thereby keeping them secret. Management also believes that its
unique modifications and improvements to its manufacturing processes are more
appropriately protected by remaining a trade secret, rather than applying for a
patent. The Company requires all of its employees to execute confidentiality
agreements.


Employees

        As of January 31, 2001, the Company employs 74 persons, which includes 3
senior executives, 10 managers, 26 support staff and 35 full-time non-unionized
hourly laborers. The Company has no unionized employees and believes that its
relationship with its employees is good.


Item 2.  DESCRIPTION OF PROPERTY

The Company owns a 75,000 square foot facility located in Toronto, Ontario. This
plant houses the Company's complete production facilities, warehouse and
gymnasium-sized coolers for storage, a research and development department which
includes a full lab, a shipping and receiving department, order desk, customer
service department and executive offices. In November 2000, the company broke
ground on a new 13,000 square foot Cooler addition and it is anticipated to be
completed by the spring of 2001. This new Cooler will more than double existing
refrigerated warehousing capacity for ingredients and finished goods.


Item 3.  LEGAL PROCEEDINGS

The Company is not aware of any material legal proceedings now pending or
threatened against the Company.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                       4
<PAGE>

PART II.

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

The Company's common stock is currently traded on the OTC Bulletin board market
under the symbol "RENE". The following table sets forth the high and low bid
prices of the Company's common stock during each quarter for the last 2 fiscal
years through the first quarter of fiscal year 2002:


                                                            COMMON STOCK
                                                     -------------------------

                                                         HIGH          LOW

FISCAL 2000
First quarter                                          $ 3 1/8      $   5/8
Second quarter                                         1 13/16          7/8
Third quarter                                          1 13/16          3/8
Fourth quarter                                          1 5/16      1 11/16

FISCAL 2001
First quarter                                          $ 2 1/4      $  1.00
Second quarter                                           1 1/4          3/4
Third quarter                                           1 5/32        23/32
Fourth quarter                                          1 1/16          1/2

FISCAL 2002
First (February 1, 2001 through April 20, 2001)          13/16         7/16


         On April 20, 2001, the Common Stock had a closing bid price of $ 11/16.
The Company has not paid dividends on its Common Stock and does not anticipate
paying cash dividends in the foreseeable future.
The Company intends to retain any earnings to finance the growth of the Company.

CHANGES IN SECURITIES AND USE OF PROCEEDS

         The Company made an initial public offering of its common stock, no par
value ("Common Stock") and common stock purchase warrants ("Warrants") (the
Common Stock and Warrants are collectively referred to as the "Securities")
pursuant to a registration statement declared effective by the Commission on
October 9, 1997, File No. 333-7202 ("Registration Statement"). Each Warrant
permits the holder, upon exercise, to receive one share of the Company's common
stock, no par value.

         The following are the Company's expenses incurred in connection with
the issuance and distribution of the Securities in the offering from the
effective date of the Registration Statement to the ending date of the reporting
period of this 10-KSB:

EXPENSE                                              AMOUNT

Underwriter's Discounts and Commissions            $  512,247
Expenses paid to or for the Underwriters              241,674
Other expenses                                        569,492
                                                   ----------

Total Expenses                                     $1,323,413
                                                   ==========

      None of the foregoing expenses were paid, directly or indirectly, to any
director or officer of the Company or their associates, to any person who owns
10 percent or more of any class of equity securities of the Company, or to any
affiliate of the Company.

         The net offering proceeds to the Company after deducting for the
foregoing expenses are $3,799,062.


                                       5
<PAGE>

  The following are the application of the net proceeds by the Company from the
sale of the Securities in the offering from the effective date of the
Registration Statement to the ending date of the reporting period of this
10-KSB:

ITEM                                                 AMOUNT

Purchase of Building                               $  390,666
Acquisition of A1 sauces business                   1,251,491
Repayment of Indebtedness                             655,000
Temporary investments (2)                           1,501,905
                                                   ----------

Total Application of Net Proceeds                   3,799,062
                                                   ==========


(2) Temporary investments represent term deposits with the Company's bank for
maturity terms less than 3 months.

         The application of the net proceeds to date is not a material change in
the use of proceeds described in the prospectus in the Registration Statement.


                                       6
<PAGE>

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

General

        The statements contained in this Filing that are not historical are
forward looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, including statements regarding the
Company's expectations, intentions, beliefs or strategies regarding the future.
All forward-looking statements include the Company's statements regarding
liquidity, anticipated cash needs and availability and anticipated expense
levels. All forward -looking statements included in this report are based on
information available to the Company on the date hereof, and the Company assumes
no obligation to update any such forward-looking statement. It is important to
note that the Company's actual results could differ materially from those in
such forward-looking statements.


        The salad dressing and sauce markets are highly competitive, for both
refrigerated and non-refrigerated products, and consist of North American
manufacturers, most of whom are larger with greater resources. Product
availability, diverse distribution channels, and the ability to offer consistent
product quality at competitive prices are key factors.

        The Company's future success as a manufacturer and merchandiser of
high-quality salad dressings, sauces, dips and marinades will be influenced by
several factors. These include the ability of the Company to efficiently meet
production, quality and taste requirements of its customers, management's
ability to evaluate the public's quality and taste requirements and to achieve
market acceptance of its dressings. Further factors impacting the Company's
operations include increases in expenses associated with continued sales growth,
the ability of the Company to control fluctuating commodity costs, to develop
products with satisfactory profit margins and the ability to develop and manage
the introduction of new products given strong competitive pressures. Quality
control as well as use of natural ingredients is also essential to the Company's
success.

        The Company's customer base is divided among retail branded, retail
private label customers, and food service establishments. No one account
represents more than 15% of the Company's sales. However, the company does face
increasing challenges in various product categories and markets, including a
trend toward increasing consolidation in the retail trade. These include a 1998
merger of National Grocer's with Provigo (to form Loblaw's Company Ltd.), and
Sobeys with Oshawa Foods (Sobeys Canada Inc.). The Company has contracts with a
number of private label accounts, including Scotts/Kentucky Fried Chicken,
Quizno's, Rime Restaurants, Serca, The KEG, and Mr. SUB in Canada, as well as
Shaws, Giant Eagle, Fleming and Wegman's in the United States.


Results of Operations

        Fiscal Year ended January 31, 2001 compared to the fiscal year ended
        January 31, 2000.

        Gross Sales for the twelve months ended January 31, 2001 were CDN $28
million (USD$18.8million), which represented a 24.6% increase over prior year
Gross Sales of CDN$22.5million (USD$15.2million). This increase traced to growth
from all major business lines (Retail branded, Retail Private Label, Food
Service and sales of A1(TM) steak sauces). The Company also obtained new
incremental listings of Renee's Gourmet(TM) salad dressings in Western Canada
markets (Safeway, Overwaitea) and through a new launch of Renee's Gourmet(TM)
Dips in Eastern Canada. Food service generated incremental branded and private
label business (Mr. SUB, The KEG, Prime Restaurants), in all markets.


SALES
(in CDN$'000)                   Operating Gross Sales by Major Product Lines
                             --------------------------------------------------
Product Line                      2001            2000            1999

------------------------------------------------------------------------------
RETAIL RENEE'S Gourmet(TM)       $11,764         $ 9,866         $ 7,645
------------------------------------------------------------------------------
A1(TM)STEAK SAUCE (note a)       $ 1,313         $   400         $     0
------------------------------------------------------------------------------
RETAIL PRIVATE LABEL             $ 3,936         $ 4,181         $ 3,870
------------------------------------------------------------------------------
FOOD SERVICE                     $10,831         $ 8,056         $ 6,211
------------------------------------------------------------------------------
US RETAIL                        $   185         $     0         $     0
------------------------------------------------------------------------------
TOTAL BUSINESS (Cdn $)           $28,029         $22,503         $17,726
------------------------------------------------------------------------------
TOTAL BUSINESS (US $)            $18,812         $15,225         $11,939
------------------------------------------------------------------------------


                                       7
<PAGE>

SALES
(in CDN$'000)                        Gross Sales by Major Product Lines
                             --------------------------------------------------
Major Geographic Segment          2001            2000            1999

-------------------------------------------------------------------------------
Canada                           $26,217         $20,941         $16,086
-------------------------------------------------------------------------------
United States of America           1,812           1,562           1,640
-------------------------------------------------------------------------------
Total business ($CDN)             28,029          22,503          17,726
-------------------------------------------------------------------------------
Total business ($US)             $18,812         $15,225         $11,939
-------------------------------------------------------------------------------

        Gross profits for twelve months ended January 31, 2001 of USD$5.2million
improved by USD$1.2million (primarily due to sales volume increases) and, at
30.4% percent of net Sales, compared favorably to prior year at 28.7%. This is
attributed to a mix of higher margin Renee's Gourmet(TM) business, which was
only partially offset by increased warehousing, distribution and operating
factory overhead expenses. Also contributing to the favorable margins, were
continued lower contracted prices for oil, and other primary ingredients,
including dry sugar and eggs. The Company chose to maintain its product price
during the fiscal year.

        Total selling expenses of USD$2.5million (14.5% of Net Sales), for the
fiscal year, were slightly higher than prior year percent of Net Sales. This
reflected the Company's strategy to invest in the growth of branded business
through a combination of new product launches, and increased support, through
print advertising, in-store demonstrations, couponing and other consumer related
promotions. The company also added sales staff resources to handle increased
product distribution across North America and future opportunities. These
increased expenditures were offset by a focused effort to reduce expenses of
code dated product returns, primarily on branded products.

        General and Administrative expenses of USD$1.8million (10.7% of net
Sales), were slightly higher than prior year's general and administrative
expenses, required to support double digit growth. The Company continued its
investment in research and development resources to support both incremental
sales generated and future business opportunities.

        Income from operations (before income taxes, gains on foreign exchange
and extraordinary items), of USD$416,650 for the twelve months ended January 31,
2001was 7.5% lower than prior year, reflecting higher investment in marketing
and sales, required to support an aggressive sales growth strategy and
associated margin improvements.

        The Company has recorded an exchange gain of USD$36,007 compared to loss
of USD$55,652 in the prior year primarily due to gain on conversion of USD to
CDN at overall weaker CDN vs. USD during the fiscal period. The Company's
functional currency is Canadian dollars, and is converted into US currency for
reporting purposes.

        Income after taxes and extraordinary items was USD$407,881 for the year
ending January 31,2001. The Canadian dollar's depreciation versus the US dollar
and overall favorable tax position, helped to boost the Company's earning per
share to .10cents versus .08cents per share for the prior year.


Liquidity and Capital Resources

        The Company reported a net increase in cash flow of USD$262,385 for the
fiscal year ending January 31, 2001. This reflected primarily an increase in net
cash from operating activities of USD$848,655 which traced to net income and a
decrease in accounts receivable. This was only partially offset by an increase
in inventory at year-end. Excess cash balances were used to reduce long term
debt during the fiscal year as well as repayments of pre-existing bank loans.

        Cash flows used in investing activities during the twelve months ending
January 31, 2001 of USD$1.2 million reflected primarily investments in
processing equipment capital additions for the operating company as well as a
one-time transfer of long-term debt obligations from the operating Company to
the holding Company. The Company's financing activities generated a positive
cash flow of USD$657,920. Repayments of long-term debt during the year were more
than offset by additional bank financing on capital assets purchased and
pre-existing long -term debt. As well, the Company repurchased 48,420 of its
shares during the fiscal year for a total of $47,616 - as part of a share
re-purchase program approved by its Board of Directors in April 1999.

        The Company believes that the proceeds of the initial public offering,
coupled with income from operations will fulfill the Company's working capital
needs for at least the next eighteen months. It is still the Company's intention
to utilize remaining proceeds from its initial public offering to aggressively
secure synergistic acquisitions that would utilize currently available capacity.
The Company also intends to support its branded Renee's Gourmet(TM) and A1(TM)
businesses through increased marketing, advertising and distribution throughout
North America. As the Company continues to grow, bank borrowings, other debt
placements and equity offerings may be considered, in part, or in combination,
as the situation warrants. The Company has during the fiscal year, secured from
National Bank of Canada, a total credit and standby facility of USD$3.2M for the
purpose of meeting daily business operations need and financing capital
purchases requirement.

                                       8
<PAGE>

Item 7.  FINANCIAL STATEMENTS

        The Financial Statements are included with this report commencing on
page F-1.

Item 8.  CHANGES IN ACCOUNTANTS AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

       On June 1, 2000, the Company dismissed Schwartz Levitsky Feldman, LLP as
its independent Chartered Accountants and engaged Richter, Usher and Vineberg,
as its new independent Chartered Accountants. During the years ended January 31,
2000 and January 31, 1999, the reports by SLF on the financial statements of the
Company did not contain an adverse opinion or a disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the years ended January 31,2000 and January 31, 1999, there were no
disagreements with the former accountant on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to their satisfaction would have caused them
to make reference in connection with their opinion to the subject matter of the
disagreement.

PART III.

Item 9.  MANAGEMENT

         Incorporated by reference from the Registrant's definitive proxy
statement, to be filed in accordance with Rule 14a-101 with the Commission not
later than 120 days after the end of the fiscal year covered by this form.

Item 10. EXECUTIVE COMPENSATION

         Incorporated by reference from the Registrant's definitive proxy
statement, to be filed in accordance with Rule 14a-101 with the Commission not
later than 120 days after the end of the fiscal year covered by this form.


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

         Incorporated by reference from the Registrant's definitive proxy
statement, to be filed in accordance with Rule 14a-101 with the Commission not
later than 120 days after the end of the fiscal year covered by this form.

Item 12. CERTAIN TRANSACTIONS

         Incorporated by reference from the Registrant's definitive proxy
statement, to be filed in accordance with Rule 14a-101 with the Commission not
later than 120 days after the end of the fiscal year covered by this form.


                                        9
<PAGE>

Item 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a) Exhibits
------------

    3.1     Articles of Incorporation of the Registrant(3)
    3.2     By-laws of Registrant(2)
    4.1     Form of Underwriters' Warrant(1)
    4.2     Form of Warrant Agreement(1)
    4.3     Specimen Common Stock Certificate(3)
    4.4     Specimen Redeemable Common Stock Purchase
            Warrant Certificate(3)
   10.2     1997 Stock Option Plan(2)
   10.4     Form of Employment Agreement with Arnold Unger(3)
   10.5     Form of Employment Agreement with Renee Unger(3)
   10.6     Business Development Bank of Canada Note(3)
   10.7     National Bank of Canada Revolving Demand Credit Facility(3)
   10.8     National Bank of Canada Loan Agreement(3)
   21       List of Subsidiaries of Registrant*
   99.1     Share Exchange Agreement(2)

----------
* Filed herewith

(1) Incorporated by reference from registrant's Registration Statement on Form
SB-2, Amendment No. 1, filed on August 22, 1997.

(2) Incorporated by reference from registrant's Registration Statement on Form
SB-2, Amendment No. 2, filed on September 9, 1997.

(3) Incorporated by reference from registrant's Registration Statement on Form
SB-2, Amendment No. 3, filed on September 26, 1997.

(b) Reports on Form 8-K.

     None


                                       10
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.

                             INTERCORP EXCELLE INC.

April 27, 2001

By: ARNOLD UNGER

/s/ Arnold Unger
----------------------
Arnold Unger
Co-Chairman and Chief Executive Officer

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

<TABLE>
<CAPTION>
Name                 Position                                                 Date

<S>                  <C>                                                  <C>
/s/ Renee Unger      Co-Chairman and President                            April 27, 2001
Renee Unger

/s/ Arnold Unger     Co-Chairman and Chief Executive Officer              April 27, 2001
Arnold Unger

/s/ Fred Burke       Director, Chief Operating Officer, Chief             April 27, 2001
Fred Burke           Financial Officer/Principal Accounting Officer

Lori Gutmann         Director                                             April 30, 2001


/s/ Alysse Unger     Director                                             April 30, 2001
Alysse Unger

John Rothschild      Director                                             April 30, 2001


Taketo Murato        Director                                             April 30, 2001


Karen Unger          Director                                             April 30, 2001
</TABLE>


                                       11
<PAGE>

                             INTERCORP EXCELLE INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                         AS OF JANUARY 31, 2001 AND 2000
                         TOGETHER WITH AUDITORS' REPORT


TABLE OF CONTENTS

Report of Independent Auditors                                            F-1

Consolidated Balance Sheets                                               F-2-3

Consolidated Statements of Income                                         F-4

Consolidate Statements of Cash flow                                       F-5

Consolidated Statements of Changes in Stockholders' Equity                F-6

Notes to Consolidated Financial Statements                                F-7-19


                                       12
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

      To the Board of Directors and Stockholders of Intercorp Excelle Inc.


Intercorp Excelle Inc.

We have audited the balance sheet of Intercorp Excelle Inc. as at January 31,
2001 and the related statements of income, cash flows and stockholders' equity
for the year then ended. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of Intercorp
Excelle Inc. as of January 31, 2000, were audited by other auditors whose report
dated March 16, 2000, expressed an unqualified opinion on those statements.

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

In our opinion, the 2001 financial statements referred to above present fairly,
in all material respects the financial position of Intercorp Excelle Inc. as at
January 31, 2001 and the results of its operations and its cash flows for the
year then ended in accordance with generally accepted accounting principles in
the United States of America.

We also reported separately, on March 18, 2001, to the Shareholders of Intercorp
Excelle Inc. on the 2001 consolidated financial statements prepared in
accordance with Canadian generally accepted accounting principles.


/s/ Richter, Usher & Vineberg
Chartered Accountants
90 Eglinton Ave. E. Ste.700
Toronto, Ontario

March 18, 2001


                                       F-1
<PAGE>

Item 1. Financial Statements

                             INTERCORP EXCELLE INC.
                           Consolidated Balance Sheets
                                As at January 31
                        (Amounts expressed in US Dollars)


                                                            2001           2000

                                                          $            $
                                     ASSETS
CURRENT ASSETS
Cash and cash equivalents                              2,011,397      1,749,012
Accounts receivable (Note 3)                           1,067,972      1,332,659
Investment tax credit recoverable                        140,944         99,230
Inventory (Note 4)                                     1,659,879      1,527,818
Income tax recoverable                                    23,478         35,043
Prepaid expenses and Sundry assets                        85,967         77,847
Current maturities due from a director                     8,001             --
                                                     ---------------------------

Total Current Assets                                   4,997,637      4,821,609

DUE FROM A DIRECTOR (Note 5)                              57,004             --
PROPERTY, PLANT AND EQUIPMENT (Note 6)                 3,987,666      3,546,530
INTANGIBLE ASSET (Note 7)                                772,718        828,042
                                                     ---------------------------

Total Assets                                           9,815,025      9,196,181
                                                     ===========================


                                       F-2
<PAGE>

                             INTERCORP EXCELLE INC.
                           Consolidated Balance Sheets
                                As at January 31
                        (Amounts expressed in US Dollars)


                                                            2001           2000

                                                               $              $
                                   LIABILITIES

CURRENT LIABILITIES
Accounts payable and accrued liabilities (Note 8)      1,896,414      2,063,998
Current portion of long term debt                        450,331        275,651
                                                     ---------------------------

                                                       2,346,746      2,339,649

LONG TERM DEBT (Note 9)                                1,696,519      1,218,329
DUE TO DIRECTORS (Note 10)                               117,954        125,775
DEFERRED INCOME TAXES (Note 13)                          161,714        198,478
                                                     ---------------------------

Total liabilities                                      4,322,933      3,882,231
                                                     ---------------------------


                              STOCKHOLDERS' EQUITY

COMMON STOCK (Note 11)                                 3,344,522      3,344,522
ADDITIONAL PAID IN CAPITAL                               505,496        505,496
RETAINED EARNINGS                                      2,177,113      1,769,232
TREASURY STOCKS                                          (81,591)       (35,543)
CUMULATIVE TRANSLATION ADJUSTMENTS                      (453,448)      (269,757)
                                                     ---------------------------

Total Stockholders' Equity                             5,492,092      5,313,950
                                                     ---------------------------

Total Liabilities and Stockholders' Equity             9,815,025      9,196,181
                                                     ===========================


                                       F-3
<PAGE>

                             INTERCORP EXCELLE INC.
                        Consolidated Statements Of Income
                         For the years ended January 31
                        (Amounts expressed in US Dollars)


                                              2001           2000          1999

                                                 $              $             $

GROSS SALES                             18,812,103     15,225,382    11,938,764
Trade Expenditures                       1,595,049      1,160,434       830,473

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

NET SALES                               17,217,053     14,064,948    11,108,291

Cost of sales                           11,984,718     10,023,703     7,615,057
                                     -------------------------------------------

GROSS PROFIT                             5,232,335      4,041,245     3,493,234
                                     -------------------------------------------

EXPENSES
Selling                                  2,493,987      1,959,473     1,615,817
General & Administrative                 1,835,469      1,271,928     1,270,472
Research & Development Costs
  (Note 12)                                291,199        231,446       161,728
Financial (Note 18)                         77,453         39,834        10,588
Amortization                               117,576         88,229        90,536
                                     -------------------------------------------

TOTAL OPERATING EXPENSES                 4,815,685      3,590,910     3,149,143
                                     -------------------------------------------

OPERATING INCOME                           416,650        450,335       344,091

Gain/(loss) on foreign exchange             36,007        (55,652)       83,405
                                     -------------------------------------------
INCOME BEFORE INCOME TAXES                 452,657        394,683       427,498

Income Taxes (Note 13)                      44,776         86,492       143,646
                                     -------------------------------------------

NET INCOME                                 407,881        308,191       283,852
                                     ===========================================

NET INCOME PER WEIGHTED AVERAGE
COMMON SHARE                                  0.10           0.08          0.07
                                     ===========================================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES                            3,952,649      4,014,798     4,092,897
                                     ===========================================


                                       F-4
<PAGE>

                             INTERCORP EXCELLE INC.
                      Consolidated Statements Of Cash Flows
                         For the years ended January 31
                        (Amounts expressed in US Dollars)


<TABLE>
<CAPTION>
                                                              2001          2000           1999

                                                                 $             $              $

<S>                                                        <C>           <C>           <C>
Cash flows from operating activities:
Net Income                                                 407,881       308,191       283,852
Adjustments to reconcile net income to net cash
provided by operating activities:
     Amortization                                          576,668       498,916       294,695
     Loss/(gain) on disposal of equipment                    2,738        (5,968)       (5,247)
     Decrease/(increase) in accounts receivable            220,946      (504,250)     (137,964)
     Increase in investments tax credits                   (45,437)      (44,744)      (19,533)
     Increase in inventory                                (185,507)     (433,637)     (278,949)
     Decrease/(increase) in prepaid expenses               (10,854)       68,242      (105,413)
     Increase/(decrease) in accounts payable
       and accrued liabilities                             (98,003)      686,244       193,211
     Changes in income tax recoverable/payable              10,451       (17,739)       13,923
     Increase/(decrease) in deferred income tax            (30,229)       22,327        37,642
                                                      ----------------------------------------
Total adjustments                                          440,774       269,391        (7,635)
                                                      ----------------------------------------

Net cash provided by operating activities                  848,655       577,582       276,217
                                                      ----------------------------------------

Cash flows from investing activities:
      Proceeds from disposal equipment                      18,312           812        14,015
      Purchase of property, plant and equipment         (1,136,619)     (476,072)     (360,714)
      Acquisition of A1 Sauce                                   --    (1,290,332)           --
      Advances to a director                               (65,497)           --            --
                                                      ----------------------------------------

Net cash used in investing activities                   (1,183,804)   (1,765,592)     (346,699)
                                                      ----------------------------------------

Cash flows from financing activities
      Proceeds from long term debt                       1,041,526       145,178       317,410
      Repayment of long term debt                         (332,427)     (282,299)     (406,038)
      Repayment of advances from shareholders               (3,563)           --            --
      Net proceeds from issuance of common stock                --            --       113,750
      Repurchase of common shares                          (47,616)     (199,624)           --
                                                      ----------------------------------------

Net cash provided by (used in) financing activities        657,920      (336,745)       25,122
                                                      ----------------------------------------

Effect of foreign currency exchange rate changes           (60,386)      103,620      (153,283)
                                                      ----------------------------------------

Net increase/(decrease) in cash and cash equivalents       262,385    (1,421,135)     (198,643)

Cash and cash equivalents
Beginning of period                                      1,749,012     3,170,147     3,368,790

                                                      ----------------------------------------
End of period                                            2,011,397     1,749,012     3,170,147
                                                      ========================================

Income tax paid                                             28,478        35,240        70,997
                                                      ========================================

Interest paid (received), net (Note 18)                     77,453        39,834        10,588
                                                      ========================================
</TABLE>


                                               F-5
<PAGE>

                             INTERCORP EXCELLE INC.
                 Consolidated Statements of Stockholders' Equity
                       For the year ended January 31, 2001
                        (Amounts expressed in US Dollars)


<TABLE>
<CAPTION>
                                                                    Additional                Cumulative
                                                       Common        Paid-in       Treasury   Translation     Retained
                                                       Stock         Capital         Stock    Adjustments     Earnings      Total
                                                         $              $              $           $             $            $

<S>                                                  <C>             <C>           <C>          <C>          <C>          <C>
Balance as of January 31, 1998                       3,764,467       139,975            --      (278,934)    1,177,189    4,802,697
Issuance of common stock
pursuant to exercise of stock options                  113,750                                                              113,750
Foreign currency translation                                --            --            --      (208,587)           --     (208,587)
Net income for the year                                     --            --            --            --       283,852      283,852

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

Balance as of January 31, 1999                       3,878,217       139,975            --      (487,521)    1,461,041    4,991,712

Repurchase of 129,298 common shares                                               (203,717)           --            --     (203,717)

Cancellation of 106,739 common shares                 (533,695)      365,521       168,174                                       --
Foreign currency translation                                                                     217,764                    217,764
Net income for the year                                     --            --            --            --       308,191      308,191
                                                    -------------------------------------------------------------------------------

Balance as of January 31, 2000                       3,344,522       505,496       (35,543)     (269,757)    1,769,232    5,313,950

Repurchase of 48,420 common shares                                                 (46,048)           --            --      (46,048)

Foreign currency translation                                                                    (183,691)                  (183,691)
Net income for the year                                     --            --            --            --       407,881      407,881
                                                    -------------------------------------------------------------------------------

Balance as of January 31, 2001                       3,344,522       505,496       (81,591)     (453,448)    2,177,113    5,492,092
                                                    ===============================================================================
</TABLE>


                                       F-6
<PAGE>

INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements
(Amounts expressed in US dollars)


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Presentation

     The consolidated financial statements include the accounts of Intercorp
Excelle Inc. ("the Company") and its wholly owned subsidiary, Intercorp Excelle
Foods Inc. The Company was incorporated on April 18, 1997. All significant
transactions and balances among the consolidated entities have been eliminated
in the preparation of these consolidated financial statements.

b) Principal Activities

The company is principally engaged in the production of food products in Canada
and its distribution in Canada and the U.S.

c) Cash and Cash Equivalents

     Cash and cash equivalents include cash on hand,amount due from banks, and
any other highly liquid investments purchased with a maturity of three months or
less. The carrying amount approximates fair value because of the short maturity
of those instruments.

d) Other Financial Instruments

     The carrying amount of the Company's accounts receivable and payable
approximates fair value because of the short maturity of these instruments.

e) Long-term Financial Instruments

     The fair value of each of the Company's long-term financial assets and debt
instruments is based on the amount of future cash flows associated with each
instrument discounted using an estimate of what the Company's current borrowing
rate for similar instruments of comparable maturity would be. Accordingly, the
carrying value approximates the fair value.

f) Inventory

     Inventory is valued at the lower of cost or net realizable value. Cost is
determined on the first-in, first-out basis.

g) Property, Plant and Equipment

     Property, plant and equipment are recorded at cost and are amortized over
their estimated useful lives at the undernoted rates and methods:

Building                              4% declining balance
Equipment                             20% declining balance
Leasehold Improvements                10% straight line
Vehicle                               30% declining balance
Computer Equipment                    30% declining balance
Office Furniture                      20% declining balance
Computer Software                     straight line over a year

Amortization for assets acquired during the period are recorded at one-half of
the indicated rates.

Amortization has not been recorded on capital assets under construction.


                                       F-7
<PAGE>

INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)


h) Income Taxes

The company accounts for income tax under the provisions of Statement of
Financial Accounting Standard No. 109, which requires recognition of deferred
tax assets and liabilities for the expected future tax consequences of events
that have been recorded in the financial statements or tax returns. Deferred
income taxes are provided using the liability method. Under the liability
method, deferred income taxes are measured using the enacted tax rates that
would be in effect when these differences are expected to be reversed. Deferred
income tax assets, if any, are recognized only to the extent that, in the
opinion of management, it is more likely than not that the assets will be
realized.

i) Intangible Asset

Intangible asset represents the cost of acquiring the Canadian trademark, brand
name and proprietary information of A-1(TM) Sauce business. It is being
amortized over a period of 30 years.

j) Foreign Currency Translation

     The company maintains its books and records in Canadian dollars. Foreign
currency transactions are translated using the temporal method. Under this
method, all monetary items are translated into Canadian funds at the rate of
exchange prevailing at balance sheet date. Non-monetary items are translated at
historical rates. Income and expenses are translated at the rate in effect of
the transaction dates. Transaction gains and losses are included in the
determination of earnings for the year.

     The translation of the financial statements from Canadian dollars ("CDN $")
into United States dollars is performed for the convenience of the reader.
Balance sheet accounts are translated using closing exchange rates in effect at
the balance sheet date and income and expenses accounts are translated using an
average exchange prevailing during each reporting year. No representation is
made that the Canadian dollar amounts could have been or could be, converted
into United States dollars at the rates on the respective dates and or at any
other certain rates. Adjustments resulting from the translation are included in
the cumulative translation adjustments in stockholder's equity.

k) Sales

     Sales represent the invoiced value of goods supplied to customers. Sales
are recognized upon delivery of goods and passage of title to customers.

l) Government Assistance and Investment Tax Credits

     Government Assistance and Investment Tax Credits are recorded on the
accrual basis and are accounted for as a reduction of the related current
expenditures.

m) Use of Estimates

     The preparation of financial statements requires management to make
estimates and assumptions that affect certain reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of sales and expenses during
the reporting period. Actual results could differ from those estimates.


                                       F-8
<PAGE>

INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)


n) Accounting Changes

In 1998, the Company adopted the provisions of SFAS No. 130 "Reporting
Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information. SFAS 130 requires companies to disclose
comprehensive income in the financial statements. In addition to items included
in net income, comprehensive income includes items currently charged or credited
directly to stockholders' equity, such as the change in unrealized appreciation
(depreciation) of securities and foreign currency translation adjustments.

SFAS 131 established new standards for reporting operating segments, products
and services, geographic areas and major customers. Segments are defined
consistent with the basis management used internally to assess performance and
allocate resources.

o) Comparative Figures

Certain figures in the 2000 financial statements have been reclassified to
conform with the basis of presentation used in the current year.


2. BANK INDEBTEDNESS

     Bank indebtedness bears interest at the bank's prime rate plus 1% per annum
and represents an operating loan which revolves in multiples of $10,000. The
bank indebtedness is secured by an assignment of book debts, a general security
agreement, a fixed charge on equipment, a pledge of inventory, assignment of
fire insurance, and a postponement of amounts due to directors.

The Company has a credit operating line of USD$2M, as part of a total banking
facilities of USD$3.2M. As at end of the fiscal year, the Company had no
outstanding balance on its credit operating line.

     The Company has a centralized banking transfer of funds agreement wherein
the Company maintains a number of operating current accounts and overdraft
facilities with a single bank in order to facilitate its banking transactions.
In determining the balance upon which interest is charged and lending limits and
covenants are measured, the bank notionally consolidates all cash and overdraft
balances on a net basis.


                                       F-9
<PAGE>

INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)


3. ACCOUNTS RECEIVABLE

                                                       2001                2000

                                                          $                   $

Accounts receivable                               1,090,417           1,347,637
Less: Allowance for doubtful accounts               (22,445)            (14,978)
                                         ------------------- -------------------

Accounts receivable                               1,067,972           1,332,659
                                         =================== ===================


4. INVENTORY

Inventory comprised the following:

                                                       2001                2000

                                                          $                    $

Raw materials                                       641,996             504,595
Work in progress                                         --              27,956
Finished Goods                                    1,017,883             995,267
                                         ------------------- -------------------

Inventory                                         1,659,879           1,527,818
                                         =================== ===================


5. DUE FROM A DIRECTOR

The amounts due from a director are unsecured, bear interest at the Canada
Customs and Revenue Agency prescribed rate and are repayable CDN$1,000 monthly
plus interest.


6. PROPERTY, PLANT AND EQUIPMENT

                                                       2001                2000

                                                          $                   $

Cost:

Land                                                490,033             507,316
Building                                            834,029             863,445
Equipment                                         4,524,684           4,006,720
Leasehold improvements                              397,918             350,100
Vehicle                                              52,689              54,547
Computer equipment                                  176,790             133,851
Office furniture                                    107,230              96,006
Computer software                                   132,732             137,413
Building addition under construction                306,527                  --
                                         ------------------- -------------------

                                                  7,022,632           6,149,398
                                         ------------------- -------------------

Accumulated amortization:

Building                                            103,512              75,651
Equipment                                         2,436,159           2,097,405
Leasehold improvements                              186,959             172,723
Vehicle                                              49,380              49,653
Computer equipment                                  107,040              90,406
Office furniture                                     69,429              63,970
Computer software                                    82,487              53,060
                                         ------------------- -------------------

Accumulated amortization                          3,034,966           2,602,868
                                         ------------------- -------------------

Net                                               3,987,666           3,546,530
                                         =================== ===================


                                      F-10
<PAGE>

INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)


7. INTANGIBLE ASSET

                                                       2001                2000

                                                          $                   $

Cost                                                813,388             842,077
Accumulated amortization                            (40,670)            (14,035)
                                         ------------------- -------------------

Net                                                 772,718             828,042
                                         =================== ===================


8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

                                                       2001                2000

                                                          $                   $

Trade payables                                      963,950             862,759
Accrued expenses                                    932,464           1,201,239
                                         ------------------- -------------------

Accounts payable                                  1,896,414           2,063,998
                                         =================== ===================


                                      F-11
<PAGE>

INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)


9. LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                               2001           2000

                                                                                  $              $
<S>                                                                       <C>            <C>
a) Long-term Debt

   Demand loan with agreed terms of monthly repayments of $4,415
   principal plus interest at the Cdn bank's prime rate plus 1 1/2%        42,031             --
   per annum

   Demand loan with agreed terms of monthly repayments of $10,523
   principal plus interest at the Cdn bank's prime rate plus 3/4%         261,289             --
   per annum

   Demand loan with agreed terms of monthly repayments of $9,405
   principal plus interest at the Cdn bank's prime rate plus 3/4%         460,596             --
   per annum

   Demand loan with agreed terms of monthly repayments of  $10,227        601,215             --
   principal plus interest at the Cdn bank's prime rate plus 3/4%
   per annum

   Demand loan with agreed terms of monthly repayments of $3,889
   principal plus interest at the Cdn bank's prime rate plus 3/4%         781,719        857,606
   per annum

   Capital loans, repayable monthly, $2,531 principal plus interest
   at the Cdn bank's prime rate plus 1 1/2% per annum                          --         43,024

   Capital loans, repayable monthly, $2,588 principal plus interest
   at the Cdn bank's prime rate plus 1 1/2% per annum                          --         55,886

   Capital loans, repayable monthly, $7,662 principal plus interest
   at the Cdn bank's prime rate plus 3/4% per annum                            --        256,249

   Capital loans, repayable monthly, $3,693 principal plus interest
   at the bank's prime rate plus 3/4% per annum                                --        145,453

   Capital loans, repayable monthly, $2,468 principal plus interest
   at the Cdn bank's prime rate plus 3/4% per annum                            --        135,762

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

                                                                        2,146,850      1,493,980

   Less: Current portion                                                  450,331        275,651
                                                                      ------------ --------------

                                                                        1,696,519      1,218,329
                                                                      ============ ==============
</TABLE>


b) Long-term debt is secured by the security as described in note 2.


c) Future principal payment obligations are as follows:

    2002                  $ 450,335
    2003                    408,301
    2004                    290,749
    2005                    282,020
    2006                    167,080


                                      F-12
<PAGE>

INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)


10. DUE TO DIRECTORS

     The amounts due to directors are unsecured, bear interest at the directors'
effective borrowing rate, are without any specific repayment terms, and are not
expected to be repaid prior to February 1, 2002.


11. COMMON STOCK

a) Authorized

     An unlimited number of common and preference shares.

     The preference shares are issuable in series upon approval by the directors
with the appropriate designation, rights, and conditions attaching to each share
of such series.

b) Issued:

<TABLE>
<CAPTION>
                                                                      2001              2000

                                                                         $                 $
<S>                                                              <C>               <C>
4,000,761 (4,000,761 common shares in 2000)                      3,344,522         3,344,522
                                                          ================= =================
</TABLE>

Common shares issued comprised of:

<TABLE>
<CAPTION>
                                                       2001                              2000
                                        ----------------------------------- --------------------------------

                                                   Shares                $          Shares                $
<S>                                             <C>              <C>             <C>              <C>
Initial subscription                                  300              220             300              220
Share purchase acquisition                      2,899,700              160       2,899,700              160
Private placement bridging finance                175,000           87,500         175,000           87,500
Initial public offering                         1,000,000        5,000,000       1,000,000        5,000,000
Share issuance costs                                   --       (1,323,413)             --       (1,323,413)
Exercise of stock options                          32,500          113,750          32,500          113,750
Retirement of shares                             (106,739)        (533,695)       (106,739)        (533,695)
                                        ------------------ ---------------- --------------- ----------------

                                                4,000,761        3,344,522       4,000,761        3,344,522
                                        ================== ================ =============== ================
</TABLE>

c) ADDITIONAL PAID IN CAPITAL:

Additional Paid in Capital comprised of:

<TABLE>
<CAPTION>
                                                               2001                         2000
                                                   ----------------------------------------------------------

                                                         Warrants             $      Warrants              $
<S>                                                     <C>             <C>         <C>              <C>
Warrants                                                1,399,750       139,975     1,399,750        139,975
Excess of purchase price over original stated
value of common shares of 106,739 treasury stock
  retired                                                      --       365,521            --        365,521
                                                   ----------------------------------------------------------

                                                        1,399,750       505,496     1,399,750        505,496
                                                   ==========================================================
</TABLE>


                                      F-13
<PAGE>

INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)


d) Purchase Warrants

Purchase Warrants ("Warrants") were issued pursuant to a Warrant Agreement
between the company and Continental Stock Transfer & Trust Company. Each Warrant
entitles its holder to purchase, during the four year period commencing on
October 9, 1997, one share of common stock at an exercise price of $6 per share,
subject to adjustment in accordance with the anti-dilution and other provision
referred to below.

The Warrants may be redeemed by the company at any time from October 9, 1998 (or
earlier with the consent of the representative) and prior to their expiration,
at a redemption price of $0.10 per Warrant, on not less than 30 days' prior
written notice to the holders of such Warrants, provided that the closing bid
price of the common stock if traded on the NASDAQ SmallCap Market or the OTC
Bulletin Board, or the last sale price per share of the common stock, if listed
on the NASDAQ National Market or on a national exchange, is at least 150% ($9
per share, subject to adjustment) of the exercise price of the Warrants for a
period of 20 consecutive business days ending on the third day prior to the date
the notice of redemption is given. Holders of Warrants shall have exercise
rights until the close of the business day preceding the date fixed for
redemption.

The exercise price and the number of shares of common stock purchasable upon the
exercise of the Warrants are subject to adjustment upon the occurrence of
certain events, including stock dividends, stock splits, combinations or
classification of the common stock. The Warrants do not confer upon holders any
voting or any other rights of shareholders of the company.

Effective October 10, 2000 the exercise price of the Warrants has been amended
to $2.50 for the purchase of each common share.

No Warrant will be exercisable unless at the time of exercise the Company has
filed with the Commission a current prospectus covering the issuance of common
stock issuable upon the exercise of the Warrant and the issuance of shares has
been registered or qualified or is deemed to be exempt from registration or
qualification under the securities of the laws of the state of residence of the
holder of the Warrant. The Company has undertaken to use its best efforts to
maintain a current prospectus relating to the issuance of shares of common stock
upon the exercise of the Warrants until the expiration of the Warrants, subject
to the terms of the Warrant Agreement. While it is the Company's intention to
maintain a current prospectus, there is no assurance that it will be able to do
so.

e) Bridge Warrants

In May 1997, the Company issued an aggregate of 175,000 Warrants (the "Bridge
Warrants"). The Bridge Warrants entitle the holder to purchase one share of
common stock for $3.75per share for a period of four years. Bridge Warrants are
exchangeable at the option of the holder for a like number of Warrants with
identical terms as the Warrants.


                                      F-14
<PAGE>

INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)


f) Stock Option Plan

In May 1997, the board of directors and shareholders adopted the Intercorp
Excelle Inc. Stock Option Plan (the "1997 Plan"), pursuant to which 500,000
shares of common stock are reserved for issuance. The 1997 Plan is administered
by the compensation committee of the board of directors, who determine, those
individuals who shall receive options, the time period during which the options
may be partially or fully exercised, the number of shares of common stock
issuable upon the exercise of the options and the option exercise price.

The 1997 Plan is for a period for ten years, expiring in May 2007. Options may
be granted to officers, directors, consultants, key employees, advisors and
similar parties who provide their skills and expertise to the company. Options
granted under the 1997 Plan may be exercisable for up to ten years, may require
vesting, and shall be at an exercise price as determined by the board. Options
are non-transferable except by the laws of descent and distribution or a change
in control of the company, as defined in the 1997 Plan, and are exercisable only
by the participant during his or her lifetime. Change in control includes (i)
the sale of substantially all of the assets of the company and merger or
consolidated with another, or (ii) a majority of the board changes other than by
the shareholders pursuant to board solicitation or by vacancies filled by the
board caused by death or resignation of such person. If a participant ceases
affiliation with the company by reason of death, permanent disability or
retirement at or after age 70, the option remains exercisable for one year from
such occurrence but not beyond the option's expiration date. Other termination
gives the participant three months to exercise, except for termination for cause
with results in immediate termination of the option.

Options granted under the 1997 Plan, at the discretion of the compensation
committee or the board, may be exercised either with cash, common stock having a
fair market equal to the cash exercisable price, the participant's personal
resource note, or with an assignment to the company of sufficient proceeds from
the sale of the common stock acquired upon the exercise of the options with an
authorization to the broker or selling agent to pay that amount to the company,
or any combination of the above.

Any unexercised options that expire or terminate upon an employee's ceasing to
be employed by the company become available again for issuance under the 1997
Plan. The 1997 Plan may be terminated or amended at any time by the board of
directors, except that the number of shares of common stock reserved for
issuance upon the exercise of options granted under the 1997 Plan may not be
increased without the consent of the shareholders of the company.

In April 2000, the Board granted 12,000 options under the 1997 Plan to three of
the company's independent directors, 56,000 options to five directors and 35,000
options to employees. Forty percent of the options are exercisable at January
31, 2001, an additional 30% become exercisable after April 26, 2001 and all of
the remaining options are exercisable after April 26, 2001.

In March 1999, the Board granted 10,000 options under the 1997 Plan to two of
the company's independent directors. Thirty percent of these options are not
exercisable until after March 3, 2001. In April 1999, the Board granted 26,500
options to employees and 20,000 options to five directors under the 1997 Plan,
which are exercisable at January 31, 2001.


                                      F-15
<PAGE>

INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)


f) Stock Option Plan (continue)

On September 8, 1999, the board of directors approved a change to the exercise
price of existing outstanding stock options to US$1.00.

Activity in the stock option plan for the year is summarized below:

Options granted to:

<TABLE>
<CAPTION>
                                                               Weighted Average
                                                                 Exercise Price
                                                      Options          $
<S>                                                   <C>                  <C>
Directors                                             167,500              1.00
Independent Directors                                  10,000              1.00
Key employees                                          30,000              1.00
                                             ----------------- -----------------

Options outstanding at February 1, 1999               207,500              1.00

Options to key employees cancelled                     (7,000)             1.00
Options granted to two independent directors           10,000              1.00
Options granted to Directors                           20,000              1.00
Options granted to employees                           24,500              1.00
                                             ----------------- -----------------

Options outstanding at January 31, 2000               255,000              1.00

Options to key employees cancelled                    (32,000)             1.00
Options granted to two independent directors           12,000              1.00
Options granted to Directors                           56,000              1.00
Options granted to employees                           35,000              1.00
                                             ----------------- -----------------

Options outstanding at January 31, 2001               326,000              1.00
                                             ================= =================
</TABLE>

No options are exercised or expired during the fiscal year.

g) Application of SFAS 123: Accounting for Stock-Based Compensation

As all options granted are exercisable at $1.00 per share which approximates the
fair value of the share using the Black-Schole option-pricing model.
Accordingly, no stock-based compensation has been recognized in connection with
these options.


12. RESEARCH AND DEVELOPMENT COSTS

Research and development cost are comprised of:

                                          2001             2000            1999

                                             $                $               $

Expense incurred                       391,965          328,979         251,847
Less: Investment tax credits          (100,766)         (97,433)        (90,119)
                               ---------------- ---------------- ---------------

Net expense                            291,199          231,446         161,728
                               ================ ================ ===============


                                      F-16
<PAGE>

INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)


13. INCOME TAXES

<TABLE>
<CAPTION>
                                                                 2001             2000            1999

                                                                    $                $               $
<S>                                                           <C>               <C>             <C>
Current                                                        75,006           64,077         123,671
Deferred                                                      (30,230)          22,415          19,975
                                                      ---------------- ---------------- ---------------

                                                               44,776           86,492         143,646
                                                      ================ ================ ===============
</TABLE>

Income taxes consists of:

<TABLE>
<CAPTION>
                                                                 2001             2000            1999

                                                                    $                $               $
<S>                                                           <C>              <C>             <C>
Amount calculated at basic Federal and Provincial
  rates                                                       209,676          101,351         100,677
Effect of Federal Manufacturing and Processing
  deduction                                                   (43,262)              --              --
Effect of Ontario Research and Development super
  allowance                                                    (9,459)         (17,800)             --
Prior year's tax                                                   --               --          25,001
Utilization of previously unrecorded losses                   (33,232)              --              --
Previously unrecorded temporary differences                   (90,615)              --              --
Permanent and other differences                                11,668            2,941          17,968
                                                      ---------------- ---------------- ---------------

                                                               44,776           86,492         143,646
                                                      ================ ================ ===============
</TABLE>

Deferred income taxes reflect the impact of temporary differences between the
amounts of assets and liabilities for financial reporting purposes and such
amounts as measured by tax laws.

The deferred tax assets and liabilities as of January 31, 2001 and 2000 are as
follows:

<TABLE>
<CAPTION>
                                                                 2001             2000

                                                                    $                $
<S>                                                           <C>              <C>
Deferred tax assets:
Loss carryforward                                             136,933          118,341
Financing expenses                                            164,097          254,827
Research and development expenditures                         214,534               --
                                                      ---------------- ----------------

Total deferred tax assets                                     515,564          373,168
Valuation allowance                                           332,540          371,678
                                                      ---------------- ----------------

Total net deferred tax assets                                 183,024            1,490
                                                      ================ ================

Deferred tax liabilities:
Accelerated depreciation                                      327,284          188,643
Goodwill                                                       17,454           11,324
                                                      ---------------- ----------------

Total deferred tax liabilities                                344,738          199,967
                                                      ================ ================

Total net deferred tax liabilities                            161,714          198,477
                                                      ================ ================
</TABLE>


14. NET INCOME PER SHARE

     Fully diluted earnings per share was the same as basic net income per
common share for fiscal 2001, 2000 and 1999.


                                      F-17
<PAGE>

INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements
(Amounts expressed in US dollars)


15. CONCENTRATION OF CREDIT RISK

     The company's financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and cash equivalents and trade
receivables.

    The company maintains its cash balances with a large national Canadian
chartered bank. The Company performs periodic evaluations of the relative credit
standing of this financial institution.

    The company's trade accounts receivable reflects a broad customer base and
are primarily with large Canadian grocery chains and food service
establishments. The company sells products to United States customers and has
accounts receivable denominated in United States dollars resulting in an
exposure to exchange risk. However, substantially all of the company's accounts
receivable are denominated in Canadian dollars.


16. COMPREHENSIVE INCOME

     The Company has adopted Statement of Financial Accounting Standards No. 130
"Reporting Comprehensive Income and its components in the financial statements.
However, it does not affect net income or stockholders' equity. The components
of comprehensive income are as follows:

<TABLE>
<CAPTION>
                                                                            2001              2000

                                                                               $                 $
<S>                                                                    <C>                 <C>
Net income                                                               407,881           308,191
Other comprehensive income / (loss)                                     (183,691)          217,764
                                                                ----------------- -----------------

Comprehensive income                                                     224,190           525,955
                                                                ================= =================
</TABLE>

<TABLE>
<S>                                                                                       <C>
Accumulated other comprehensive losses, January 31, 1997                                   (31,929)
Foreign currency translation adjustments for the year ended January 31, 1998
                                                                                          (247,005)
                                                                                    ----------------

Accumulated other comprehensive losses, January 31, 1998                                  (278,934)
Foreign currency translation adjustments for the year ended January 31, 1999
                                                                                          (208,587)
                                                                                    ----------------

Accumulated other comprehensive losses, January 31, 1999                                  (487,521)
Foreign currency translation adjustments for the year ended January 31, 2000               217,764
                                                                                    ----------------

Accumulated other comprehensive losses, January 31, 2000                                  (269,757)
Foreign currency translation adjustments for the year ended January 31, 2001              (183,691)
                                                                                    ----------------

Accumulated other comprehensive losses, January 31, 2001                                  (453,448)
                                                                                    ================
</TABLE>

       The foreign currency translation adjustments are not currently adjusted
for income taxes since the company is situated in Canada and the adjustments
relate to the translation of the financial statements from Canadian dollars into
United States dollars done only for the convenience of the reader.


                                      F-18
<PAGE>

INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements
(Amounts expressed in US dollars)


17. SEGEMENTED INFORMATION:

     The company derives its revenues from one segment, food products and
accordingly, there is one reportable segment. All the company's capital assets
are located in Canada. Net sales to customers are as follows:

<TABLE>
<CAPTION>
                                                                 2001             2000            1999

                                                                    $                $               $
<S>                                                        <C>              <C>             <C>
Canada                                                     16,097,945       13,006,380      10,002,804
United States of  America                                   1,119,108        1,058,568       1,105,487
                                                      ---------------- ---------------- ---------------

                                                           17,217,053       14,064,948      11,108,291
                                                      ================ ================ ===============
</TABLE>

18. OTHER SUPPLEMENTAL INFORMATION

The following items were included in the statements of income:

<TABLE>
<CAPTION>
                                                           2001           2000           1999

                                                              $              $              $
<S>                                                     <C>            <C>            <C>
Amortization of property, plant and equipment           549,349        498,916        294,695
Amortization of intangible assets                        27,319         14,035              -

Interest paid/(received) on:
Bank indebtedness                                       (74,821)       (86,303)      (131,618)
Long term debt                                          152,274        126,137        142,206
                                                 --------------- -------------- --------------

                                                         77,453         39,834         10,588
                                                 =============== ============== ==============
</TABLE>


                                      F-19
<PAGE>

                                  EXHIBIT INDEX
                                  -------------

    3.1      Articles of Incorporation of the Registrant(3)
    3.2      By-laws of Registrant(2)
    4.1      Form of Underwriters' Warrant(1)
    4.2      Form of Warrant Agreement(1)
    4.3      Specimen Common Stock Certificate(3)
    4.4      Specimen Redeemable Common Stock Purchase Warrant Certificate(3)
   10.2      1997 Stock Option Plan(2)
   10.4      Form of Employment Agreement with Arnold Unger(3)
   10.5      Form of Employment Agreement with Renee Unger(3)
   10.6      Business Development Bank of Canada Note(3)
   10.7      National Bank of Canada Revolving Demand Credit Facility(3)
   10.8      National Bank of Canada Loan Agreement(3)
   21        List of Subsidiaries of Registrant*
   99.1      Share Exchange Agreement(2)

           * Filed herewith

           (1) Incorporated by reference from registrant's Registration
         Statement on Form SB-2, Amendment No. 1, filed on August 22, 1997.

           (2) Incorporated by reference from registrant's Registration
         Statement on Form SB-2, Amendment No. 2, filed on September 9, 1997.

           (3) Incorporated by reference from registrant's Registration
         Statement on Form SB-2, Amendment No. 3, filed on September 26, 1997.