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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(MARK ONE)
XX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
—— ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED: June 29, 2002
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
—— EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ________________ TO ________________
COMMISSION FILE NUMBER: 0-12800

CUISINE SOLUTIONS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 52-0948383
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
85 South Bragg Street, Suite 600, Alexandria, VA 22312

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 270-2900

___________________

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $.01 per Share
(TITLE CLASS)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES X NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_]

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on September 13, 2002 as reported on the NASDAQ/OTC Bulletin Board Market Quotation System, was approximately $1,470,000. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of September 13, 2002, there were 15,824,588 shares outstanding of the Registrant’s Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Parts of the following document are incorporated by reference in Parts III and IV of this Form 10-K Report: Proxy Statement for Registrant’s 2002 Annual Meeting of Stockholders to be filed — Items 10, 11, 12 and 13.

Exhibit Index is located on page 14.

PART I

ITEM 1. BUSINESS

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

Cuisine Solutions produces and markets prepared foods to the Food Service Industry to include sales channels such as airlines, passenger trains, harbor cruise lines, retail supermarket in-store delis, national restaurants and hotel banquets. During the fiscal year 1999, the Company started in a second industry segment relating to international management services. The Company will provide ongoing management advisory services under separate service contracts to include global management and food manufacturing expertise. No fees were earned for management services during fiscal year 2002.

GENERAL

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

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

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

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

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

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

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

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

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

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

The Company has strategically positioned itself to be a high quality provider of prepared foods, with unique product capabilities at competitive market prices with three operating production facilities in Europe and in the USA.

Cuisine Solutions has a strong presence in both North America and Europe, having the unique capability to service target airlines both to and from Europe.

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

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

Cuisine Solutions, USA:

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

Cuisine Solutions Norway:

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

Cuisine Solutions France:

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

Cuisine Solutions Brazil:

The largest and newest facility, Cuisine Solutions Brazil, managed under a joint venture agreement, has over forty-four thousand square feet of production area and the capability to produce all Cuisine Solutions products. Cuisine Solutions Brazil is located in the Brazilian federal capital city Brasilia. The facility has been designed to handle large volume demand and was also designed for expandability to meet future additional volume requirements. The Brazilian facility initiated production at the end of fiscal year 2001 for test marketing the retail product line in Brazil. The facility also received approval from the European Community in May 2001, an approval that requires strict quality control measures in order to have the approval to ship product to Europe. It was Cuisine Solutions intent to take advantage of the lower cost of poultry, beef and pork in Brazil, and ship product to the European market. However, this venture was terminated by the Brazilian Partner during fiscal year 2002. Management is in negotiations for repayment of the Company’s investment and has filed a civil lawsuit in the Federal District Court of Brasilia against the Brazilian partner due to the continued lack of cooperation from the Brazilian partner, the inability to obtain any financial disclosures and the Joint Venture Partners termination of Cuisine Solutions Inc. business activity in Brazil.

Cuisine Solutions Chile:

In June 2001 Cuisine Solutions entered into a joint venture agreement with a Euro-Chilean partnership that will build a processing facility in Chile to produce a wide range of seafood items. The sous-vide process works exceptionally well with seafood, and the proximity to the source of high quality, lower cost materials should place Cuisine Solutions with a significant advantage in regard to both product quality and cost. Cuisine Solutions anticipates the facility to be up and running by the end of fiscal 2003 and has planned the initial facility to be approximately nineteen thousand square feet. The joint venture agreement was not consummated yet as cash has not been exchanged as of June 29, 2002.

Cuisine Solutions has been growing consistently since fiscal year 1998, until the events of September 11, 2001 had negatively impacted the travel industry which is a major source of the Company’s revenue. As a result, the Company consolidated the sales channels during fiscal year 2002, placing airlines, national restaurant chains, hotels and banquets under one Management Group. Cuisine Solutions has been able to successfully cut down on administrative cost via elimination of positions and reduction of business travel. This cost reduction has been aided by the creation of a call center that pro-actively contacts customers to follow up on orders, a process that has been successful in our French subsidiary for many years. Management continues its’ strategic plan to provide product awareness in the retail and hotel banquet sales channels as well as increased market share of the airline and railroad market opportunities.

Cuisine Solutions currently serves product through the following sales channels:

Foodservice

On Board Services: Airlines, Railroad and Cruise Lines;
Banquets: Hotel banquets, Convention Centers, Sport Stadiums and other Special
Events such as the Superbowl, and the Olympics;
Military: Sales through distributors supplying USA military
Restaurant Chains, local & national

Retail

Supermarket In-Store Deli
Premium frozen packaged foods

The On Board Services (OBS) channel includes customers that provide transportation services to the general public and serve meals. With chef created high quality fully cooked pasteurized products, and the ability to make changes quickly and easily, Cuisine Solutions has become the preferred supplier to the world’s top airlines for their business and first class services. Airlines and On Board Services caterers also recognize the value of Cuisine Solutions global presence, which allows them to design high-class menus to the United States from Europe. The ability to create high quality meals in three continents gives Cuisine Solutions a strong competitive edge in the development of standardized quality meals for non-USA and USA airlines with flight routes departing from South America and Europe. Most USA carriers are now working with Cuisine Solutions and the Company is developing commercial relations with large European and South American airlines and caterers. The On Board Services sales segment is also the supplier of choice for national railroad companies in the USA and France. Focused effort and services towards this market has allowed Cuisine Solutions to gain dominant market share. The On Board Services channel experienced consistent growth over the past years, until the negative impact of the September 11, 2001 terrorist attacks in the USA resulted in extremely limited business travel during the subsequent months, a major source of Cuisine Solutions sales revenue via sales to the airlines and the hotel banquet industries. However, Cuisine Solutions reputation for high quality products and services along with its international presence should allow the Company to rebound as the airline industry recovers.

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

There are many prepared food manufacturers in the industry, but most can be classified as large processors with mass production and quality associated with mass production frozen foods. They operate large, heavily capitalized facilities, providing very little flexibility, variety and responsiveness to the market place. Smaller manufacturers can provide more flexibility and variety, but are limited in capacity, and do not have global expansion opportunities. Our competitors do not have access to our sous-vide technology that involves significant R&D in addition to specialized equipment and equipment knowledge. The Foodservice channel currently provides the highest gross margins to the Company. Objectives for Fiscal 2003 include continued penetration into key national accounts, banquet centers and casinos. Management intends to pursue larger accounts during fiscal 2003 since Cuisine Solutions pricing, both current and future, will be affected by the number of products and the efficiency and productivity of both the sales force and production facilities. Management expects to return to double digit growth rates in Europe, but is uncertain of the impact the slowdown in the US economy will have on USA sales.

Cuisine Solutions initiated its strategic involvement in the retail sales channel upon completion of the acquisition of the French subsidiary, Cuisine Solutions France, in December 1999. Cuisine Solutions France has been achieving considerable success with its retail partnership with French retailers in the packaged, premium private label category. Cuisine Solutions France has had consistent sales growth in the previous years in the retail channel. French consumers are demanding when it involves food quality. Cuisine Solutions offers better quality, consistency, cost reduction and food safety, as well as the culinary expertise to help the retailer enhance product selections and seasonal varieties. To evaluate retail opportunities in the USA, Cuisine Solutions initiated a strategy to introduce its product line to the USA retailers via the in-store deli market. The marketing strategy enabled Cuisine Solutions to take advantage of the quality, consistency, cost and safety benefits provided to the Company’s Foodservice customers and initiate in-store deli programs in the USA with minimal additional marketing investments. The deli program also caught the attention of retail frozen food executives which resulted in the first packaged product line sold in the USA under the Cuisine Solutions Brand. As of the close of the fiscal year, Cuisine Solutions had multiple premium frozen food projects underway, with further anticipated product rollout during fiscal year 2003. Retail objectives for fiscal year 2003 include further penetration into the USA in-store deli of targeted retailers as well as a planned national roll-out of premium frozen retail products into the USA market.

Military sales involve sales through distributors for the USA armed forces with an emphasis on sales to the US Navy. Military sales continue to be managed via a broker/distributor. The Company has placed specific objectives for the broker and eliminated a commission compensation structure, invoicing the broker direct for all orders and placing the responsibility for inventory and accounts receivable management on the broker/distributor. This resulted in the highest sales growth in the United States compared with the other sales channels during fiscal year 2002. The Company believes that a growing opportunity exists within the military as the military faces a challenge to attract and retain personnel and the demands for ethnic and special foods continue to increase within the military.

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

The Company desires to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Therefore, this report contains forward looking statements that are subject to risks and uncertainties, including, but not limited to, the

reliance on key customers, fluctuations in operating results and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission. These risks could cause the Company’s actual results for 2002 and beyond to differ materially from those expressed in any forward looking statements made by, or on behalf of, the Company.

BACKGROUND

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

The Company began development of the Culinary Division business in 1987, in conjunction with research previously performed by Nouvelle Carte France, a related French Company. As a result of the growth in the application of high quality frozen products in Europe, the Board authorized the establishment of the Vie de France Culinary Corporation for the express purpose of the research into and development of high quality frozen products for the U.S. market. This Company was formed in 1987, and was later merged into Vie de France Corporation. In 1989, construction began on a 30,000 square foot plant in Alexandria, Virginia designed to manufacture its sous-vide product line under the trade name Vie de France Culinary. The Culinary plant began operations in May 1990, and expanded into a 39,000 square feet building. The Company constructed a manufacturing facility in Norway, and initiated production in August 1994. The primary focus of the Norwegian facility was to supply the Company with all salmon products.

During fiscal years 1991 through 1996, the Culinary Division successfully built its sales volume from zero to over $2 million in fiscal year 1991, and by fiscal year 1996 to $16 million. During fiscal year 1997, the Company restructured its sales organization to develop focused sales and marketing strategy. The Company embarked on strategic marketing campaigns to educate the market place to the advantages of sous-vide processing and increase awareness of the existence of the Company and its product line. During this first year of the strategic marketing effort and re-organization, fiscal year 1997 sales declined to about $14 million. During fiscal year 1998 the Company continued its reorganization while sales remained steady at $14 million. During fiscal year 1999, sales increased to over $20 million, an increase of approximately 48%.

In 1998, the Company entered into a joint venture to construct a manufacturing facility in Brasilia, Brazil to service airlines in the Mercusor markets, our European retail customers that have a strong presence in Brazil, and for low cost poultry and beef product exports to the European markets. The Brazilian facility established regular operations at the beginning of fiscal year 2002.

In 1999, the Company acquired the French company, Nouvelle Carte, to supply airline customers on the European side as well as supply global foodservice and retail customers.

During fiscal year 2000, sales increased to $36 million, an increase of 30.2% over fiscal 1999. Fiscal year 2001 sales slightly increased over $36 million while fiscal year 2002 sales decreased by 21% to $29 million due to the economic downturn during the fiscal year 2002 and especially considering the impact on the travel industry after the September 11, 2001 terrorist attacks in the USA.

Towards the end of fiscal year 2002, the Company has filed a civil lawsuit in the Federal District Court of Brasilia against the controlling partner in the Cuisine Solutions Inc. joint venture Cuisine Solutions do Brasil Ltda as a result of the Brazilian partner’s failure to disclose financial information and operating results of Cuisine Solutions do Brasil Ltda to Cuisine Solutions Inc. according to both the joint venture agreement and Brazilian law. Due to the continued lack of cooperation from the Brazilian partner, the inability to obtain any financial disclosures and the Joint Venture Partners termination of Cuisine Solutions Inc. business activity in Brazil, Cuisine Solutions, Inc has written off 100% of its investment in Brazil through the end of fiscal year ended June 29, 2002.

PRODUCTS

The Company develops, produces and markets chef-created fully cooked, fully prepared entrees and sauces. The products are high quality items without the high-end price since they can be produced in large volumes. The product line consists of items not usually available to our customers such as Osso Buco, Chilean Sea Bass, Beef Wellington and Stuffed Pork Chops as well as staple items such as plain and stuffed chicken breast. The precise cooking process allows the Company to prepare a perfect duck breast, rack of lamb or veal chop. The combination of the unique cooking process, the internal culinary expertise and international distribution has been critical to the sales success to date.

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

The Company packages its products in two ways, Foodservice packs and Retail carton packs. Most Foodservice pack products are vacuum-sealed and frozen in either single or multi-serving packaging and then case-packed. Single-pack items provide maximum customer flexibility, while multi-serving packs provide additional efficiency and economy for large-scale preparations. The USA and French facility packages a retail carton for the frozen and refrigerated retail sales area for retail supermarkets.

DISTRIBUTION

The majority of Company sales are frozen products shipped throughout the USA and Europe. Cuisine Solutions Norway provides most of the salmon products globally while France and the USA produce non-salmon products for Europe and the USA respectively. All products are shipped frozen except for some retail sales in France, which are refrigerated. The French retail sales are all final sales, and the retailer bears the risk for any unsold product. The French facility maintains one additional third party warehouse for storage, while the USA maintains four third party outside warehouses at the end of fiscal year 2002. Most of the warehouses were created to support the Foodservice sales requirements for short lead times and product availability. Four third party warehouses were closed during fiscal year 2001 because of the initiated strategy to reduce inventory levels and lower distribution cost. The Company and internal systems can quickly and easily add or subtract additional outside warehouses when and where it is deemed necessary.

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

RAW MATERIAL STATUS

The Company historically purchased its raw materials from a number of different suppliers at spot market prices except for USA poultry that the Company initiated contract purchasing in fiscal 1999. The practice of spot market purchasing and bidding out to suppliers does not allow the Company to take advantage of annual low prices in certain commodity markets, nor does it allow the Company to develop strategic partnerships with suppliers. Since systems now provide forecast capabilities and the related material requirements, the Company does engage in a more strategic approach to procurement and developed strategic purchasing programs. During fiscal year 2002, the spot market price of raw salmon remained relatively stable compared to last years forty percent increase from the second quarter through the fourth quarter on the Norwegian market.

PATENTS AND TRADEMARKS AND OTHER ITEMS IMPORTANT TO OPERATING SEGMENTS

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

During fiscal year 2002, the company has secured in Europe and in the USA the service trade mark “Your Culinary Partner” and “Votre Partenaire Culinaire” which is currently being used in our global advertising campaign.

CUSTOMER DEPENDENCY

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

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

SEASONALITY

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

COMPETITION

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

The Company believes its products can compete against these other methods in price, product performance and convenience. The Company also offers implementation and menu development services, as well as equipment to its customers as another means of

building sales. The Company depends upon its product development, marketing, and menu items as a means of maintaining its leadership position within the sous-vide industry.

RESEARCH & DEVELOPMENT

For continuing operations, the Company invested $395,000, $593,000 and $447,000 in research and development activities in fiscal years 2002, 2001 and 2000, respectively. The Company maintains a staff of experienced culinary and food science professionals in order to provide the marketplace with innovative products on a continuous basis. The international staffing in the USA and in France provides the Company with the latest in culinary trends on both sides of the Atlantic. The French facility provides a source of dedicated culinary professionals since the French culinary training is known for its dedication to the art of perfection with regards to food preparation.

REGULATION

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

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

EMPLOYEES

The Company employs approximately 210 people including full-time and part-time workers and corporate staff.

GEOGRAPHIC SALES

The Company’s sales are primarily focused in the United States, with sales representing 63.2%, 70.4% and 67.6% of total sales for fiscal years 2002, 2001and 2000, respectively.

ITEM 2. PROPERTIES

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

ITEM 3. LEGAL PROCEEDINGS

At the end of fiscal year 2002, the Company has filed a civil lawsuit in the Federal District Court of Brasilia against the controlling partner in the joint venture, Cuisine Solutions do Brasil Ltda, as a result of the Brazilian partner’s failure to disclose financial information and operating results of Cuisine Solutions do Brasil Ltda to Cuisine Solutions Inc. according to both the joint venture agreement and Brazilian law. We refer to note 5 of the notes to the consolidated financial statements.

There are no other material pending legal proceedings, other than ordinary, routine litigation incidental to the Company’s business, to which the Company is a party or to which any of its property is subject. Management does not believe that any amounts it may be required to pay by reason thereof will have a material effect on the Company’s financial position or results of operations.

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

None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS COMMON STOCK

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

As of September 13, 2002 there were approximately 610 holders of record of the Company’s Common Stock.

No dividends were paid during fiscal year 2002, 2001and 2000.

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

ITEM 6. SELECTED FINANCIAL DATA

FIVE YEAR SUMMARY
(in thousands, except per share amounts)

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

RESULTS OF OPERATIONS

Fiscal year 2002 revenue of $28,616,000 reflect a consolidated sales decrease of 20.8% from fiscal year 2001 revenue of $36,138,000. The decrease in sales were due to a 28.9% decrease in US sales, a 6.7% decrease in sales from France and a 66.5% increase in non-inter-company sales from the Norwegian subsidiary. The sales decline was driven by reduced travel and temporary cost saving programs of large Cuisine Solutions customers, specifically by the airlines, which had a dramatic impact on the Company’s sales after the terrorist attacks in the USA in addition to the slow down in the economy during the reporting period. The weeks following September 11, 2001 resulted in extremely limited business travel, a major source of Cuisine Solutions revenue via sales to airlines and the hotel banquet industries. Cuisine Solutions Norway gross sales in US dollars decreased by 30.6% due to the reduced demand of raw material in France and the USA, however, third party sales in US dollars have been increased by 66.5% due to the successful integration of new customers. Approximately 68% of the sales from Cuisine Solutions Norway are inter-company sales to the USA and French subsidiaries, and eliminated during the financial consolidation process.

Net losses for fiscal year 2002 were $6,027,000, $5,166,000 higher than fiscal year 2001 losses of $861,000 due to the decline in USA sales, the amortization and impairment of the FIVELEAF website in the amount of $95,000 and $619,000 respectively, and the additional recognition of losses in equity from the investment in Brazil in the amount of $997,000. The Company was successful in lowering cost by the reduction of personnel in Alexandria as well as to salary cuts throughout the Company but these cost reductions could not cover overhead cost due to the decreased sales and correspondent low production volume during fiscal year 2002, resulting in higher cost of goods. As a result, more than $1 million of overhead cost could not be absorbed due to the low volumes in fiscal year 2002. The Company did successfully reduce the inventory levels by aggressive management but was not able to cycle a significant part of the inventory which was produced for airline menus for the fall and winter but which was never ordered due to the September 11, 2001 events and therefore recorded a total obsolescence reserve of $504,000. The return of sales to the airline industry to levels before September 11 have not been achieved yet by the close of fiscal year 2002, however, new menus and products have been developed to replace the high price items in the first and business class.

Cuisine Solutions France had the third consecutive profitable year since the acquisition by Cuisine Solutions 1999. Since the acquisition, the French subsidiary has contributed approximately one and a half million US dollars in cash flow to the Company. In spite of the lackluster economy during fiscal year 2002, the French subsidiary reported profitable results and double digit growth in the Foodservice channel in France. Although the overall travel industry suffered declines during the past fiscal year, Management credits both the thirty-five hour work week rule and its impact on labor cost in France for the increase in demand for the Foodservice channel as well as aggressive cost control for the delivery a positive net income in France.

Cuisine Solutions Norway recorded a loss of $19,000 for fiscal year 2002 after a profitable fiscal year 2001. The loss was due to the decreased demand of the Norway product line after the slowdown of the economy which in turn impacted the ability to cover fixed production overhead cost due to the reduction in production. However, all controllable costs in Norway have been managed during fiscal year 2002.

Net losses for fiscal year 2001 and 2000 were $861,000 and $1,980,000 respectively against sales of $36,138,000 in fiscal 2001 and $35,810,000 in fiscal 2000. The decrease in losses from 2000 to 2001 was due to improved management of cost, and lower salmon material costs.

The company further developed the investment in the FIVELEAF brand during 2002 and launched the FIVELEAF product line in February 2002. Consumers are now able to purchase a luxury line of prepared entrees, accompaniments, and desserts created by an extraordinary consortium of the most distinguished chefs in the United States over the telephone via call center, by catalog, and through the FIVELEAF Web site. Access to this site can be made at www.fiveleaf.com.

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

The Company begun to amortize the capitalized web site development cost for FIVELEAF.com™ in accordance with SOP No. 98-1 after the web site was launched in February 2002. The Company impaired the remaining balance of the capitalized cost as at June 29, 2002 in accordance with SFAS No. 121 and SFAS No. 144 after management performed an impairment test and considering the uncertainty with respect to a long-term sales forecast at this time. However, the FIVELEAF product line has profitable margins and plays an important role in the Company’s business and marketing strategy. Cuisine Solutions experienced positive feedback and interest in these high quality products from customers throughout all sales channels after the launch of the product line.

SALE AND GROSS MARGINS

The Company’s sales of high-quality foods are sold to airlines, retail supermarkets, hotel and convention center banquets, passenger rail lines and harbor cruise lines. USA sales account for 63.2 % of total revenue, while France and Norway account for 32.4% and 4.4% after elimination inter-company sales respectively. Norway produces product for both France and the USA and total Norwegian production accounts for approximately 14% of total Company sales.

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

The Company’s net sales decreased by 20.8% to $28,616,000 in fiscal 2002 from $36,138,000 in fiscal 2001 due to the negative impact of the September 11, 2001 terrorist attacks on the travel industry. This current year sales decreases did primarily affect the Foodservices and On Board Services channel and were driven by the reduced travel and temporary cost saving programs of large customers, specifically by the airlines. During fiscal 2001, approximately 40% of Cuisine Solutions global sales involved meals to airlines through airline caterers. Fiscal year 2002 On Board Services and Foodservices sales decreased each by 37%. The New Business and Military channel achieved each growth rates of over 50% during fiscal 2002.

Gross margins as a percent of sales decreased to 16.4% for fiscal 2002 compared to 24.7% in fiscal 2001, and 20.1% in fiscal 2000. The current year decrease is attributed to the decline in USA sales which in turn impacts distribution cost, and the ability to cover fixed production overhead costs due to the reduction in production. These forced production reductions were accentuated by a focused sell-off of on hand inventory. In addition, fiscal year 2002 cost of goods sold includes a significant obsolescence reserve of $504,000 for inventory related to production for the fall and winter 2001 airline menus which were never ordered due to the September 2001 terrorist attacks. The Company was successful in lowering cost by the reduction of personnel in Alexandria as well as to salary cuts throughout the Company but these cost reductions could not cover overhead cost due to the decreased sales volume during fiscal year 2002. Further cost reductions have been achieved through alternate sources of supply and product mix changes.

Cuisine Solutions has strategically built other sales channels over the previous years to include military and retail accounts and meals for passenger trains, and has seen consistent results in its European subsidiaries.

While there are increased concerns in the marketplace, Management of Cuisine Solutions will continue the execution of its strategic plans for fiscal 2003, and remain pro-active during this period of uncertainty.

SELLING AND ADMINISTRATION EXPENSES

A comparison of selling and general administrative costs follows:

Selling and administration costs as a percentage of sales were 30.4% in fiscal 2002, 26.1% in fiscal 2001 and 26.3% in fiscal 2000. The percentage increase in selling expenses from fiscal 2001 versus fiscal 2002 reflects the impact of lower sales while the dollar expense decrease is attributed to the reduction of sales and administrative staff and compensation plans tied to top line sales and profit contribution. However, fiscal year 2002 includes significant extraordinary expenses related to the restructuring of the sales departments ($268,000) and initial expenses related to the lawsuit against the Brazilian Joint Venture partner ($45,000).

DEPRECIATION AND AMORTIZATION

The fiscal year 2002 depreciation and amortization costs increased by $133,000 over fiscal year 2001 to $1,255,000 as a result of machinery and equipment added and the initial amortization of the FIVELEAF website since the launch of the website in February 2002. Actual fiscal year 2001 depreciation and amortization costs increased by $51,000 over fiscal year 2000 to $1,122,000 as a result of equipment and leasehold improvements added to the facilities in France and Norway.

NON-OPERATING INCOME AND EXPENSE

The non-operating loss for fiscal 2002 of $1,069,000 is primarily related to the additional $997,000 loss on equity from the investment in Brazil.

Interest expense relates to the borrowings relating to the Company’s U.S., Norwegian and French subsidiaries, including the Norwegian capital lease. At June 29, 2002, the Company had borrowings of $2,924,000, bearing interest at rates ranging from 5.6% to 9.5%. The majority of these borrowings of $2,478,000 were through its Norwegian facility. It is anticipated that these borrowings will remain outstanding during the upcoming fiscal year. The French subsidiary has two term loans with a principle balance of $138,000

and $308,000 at 5.6% interest rate and 6% respectively. The first loan was used to finance an expansion of the raw materials storage area completed in fiscal 1999. The original amount loan equated to approximately $500,000 at September, 1998. The second loan was used to expand cooking capacity under a capital lease program with a five year term. The lease agreement went effective in December 2000; the related loan amounted to $428,000 at the beginning of the lease.

IMPACT OF INFLATION AND THE ECONOMY

Inflation in labor and ingredient costs can significantly affect the Company’s operations. Many of the Company’s employees are paid hourly rates related to, but generally higher than the federal minimum rates. The Company’s sales pricing structure allows for the fluctuation of raw material prices. As a result, market price variations do not significantly affect the gross margin realized on product sales. However, most customers require a sixty-day notice for price changes in order to update their internal systems and evaluate the impact of price changes. Therefore, in the event of a continuous accelerated commodity price increase, the Company must either absorb the price increase during that sixty day period or discontinue sales to the customer, and risk losing the long term business relationship.

LIQUIDITY AND CAPITAL RESOURCES

In fiscal year 2002, the Company experienced an increase in its liquidity due to decreases in inventory and Accounts Receivables. Inventories were decreased consistently during fiscal 2002 as a result of the aggressive management and well executed plan to minimize the effect of cash tied up in inventory and due to improved co-ordination with production planning. Accounts Receivables decreased due to the aggressive collection and as a result of the decreased sales volume during fiscal 2002.

The Company held short-term cash positions of $1,958,000 and $773,000 at June 29, 2002 and June 30, 2001 respectively. Additionally, the Company held long term investments, those with maturities greater than one year, of $2,608,000 and $2,491,000 at June 29, 2002 and June 30, 2001 respectively. No cash was provided by investing activities from any sale of the long term investments during fiscal 2002. The cash used by investing activities was primarily related to investments in buildings as well as machinery and equipment during fiscal 2002.

In the fiscal years 2001 and 2000, the Company experienced an increase in its liquidity through the sale of securities for capital gains. Inventory in both years and receivables in 2000 increased due to the higher sales volume and requirements to have adequate inventory on hand to meet customer demand resulting in an increase in cash tied up in inventory and receivables. The Company held short-term cash positions of $948,000 and investments with maturities greater than one year of $4,715,000 at June 24, 2000.

Cash provided by operations in fiscal year 2002 amounted to $2,073,000 compared to cash used in fiscal 2001 of $719,000, and cash used in fiscal year 2000 of $2,854,000. The cash provided in fiscal year 2002 is a result of the aggressive inventory and collection management as well as due to the low sales volume. The cash used in fiscal year 2001 relates to the funds needed to finance the Company’s operations, investments in Brazil and increased inventories. The cash used in fiscal year 2000 relates to the funds needed to finance the Company’s operations, increased in accounts receivables and Company operating losses.

During fiscal year 2002, the Company made capital expenditures of $1,230,000. These investments involved investments in machinery and equipment, personal computers and software upgrades. A portion of the investment in machinery and equipment was related to the improvement of the refrigeration system and to a packaging line for private labeling of retail products. A significant part of the increased capital expenditures is due to the fact that the EURO and the Norwegian Kroner gained between 15% and 20% value during fiscal 2002 which made these investments more expensive converted in US Dollars. During fiscal year 2001, the Company made capital expenditures of $811,000. During fiscal year 2000, the Company made capital expenditures of $1,838,000. A new enrobed pasta line with automated packaging equipment was included in this investment. The line produces an enrobed pasta product that provides the customer with a pasta and sauce combination that only need to be heated to serve. The Company launched this product to airlines, passenger rail services, banquets and retail during fiscal year 2001.

The Company’s Norwegian subsidiary has secured a working capital commitment for its liquidity needs in Norway in the form of an overdraft facility for $1,422,000. As of June 29, 2002 $1,185,000 was outstanding under this overdraft facility. The overdraft facility is protected by a letter of credit posted by the U.S. operations banking institution that is renewed annually.

FUTURE PROSPECTS

During fiscal year 2002, the Company continued its focus on the existing sales channels obtaining penetration into the airline industry, obtaining a large portion of the market share of the passenger rail market, introducing the Company’s product to harbor cruise lines and becoming a retail supplier via the in-store-deli market as well as supplier for premium frozen food products. These objectives were in addition to gaining a larger share of the hotel and convention center banquet business. However, due to the downturn of the economy and especially after the impact of the September 11, 2001 terrorist attacks on the travel industry did now allow the Company to realize their objectives during fiscal 2002.

Cuisine Solutions plans to continue with the sales strategy and to return to sales growth from the previous three years by continuing it’s strong sales efforts in the airline business by a continued push for new USA accounts and a new focus on the European airline market. While there are increased concerns in the market place, management of Cuisine Solutions will continue to strengthen the

business relationships with most of the major airlines, passenger rail lines and harbor cruise lines through continued value and increase in service by offering flexible solutions upon the current demand in the industry.

The Foodservice/banquet channel will continue to spend more effort on large food service contractors and event planners rather than sales to individual smaller hotels. Demand for foodservice product in France increased significantly during fiscal 2002 and expects further growth for fiscal 2003 due to the continued customer satisfaction with the quality and variety of product offered by Cuisine Solutions France. Foodservice operators in France are forced to deal with the thirty-five hour work week constraint and have discovered the Cuisine Solutions product line offers a solution to the limited availability and higher cost of labor created as a result of the new mandated work hour rules. Customers in the Foodservice sales channel place high value on the labor savings, quality, consistency and food safety associated with Cuisine Solutions product. Management believes this value increases in the current economic and political situation challenging today’s business environment. In the meantime, Management has and will continue to initiate aggressive cost reduction programs and product line changes to meet the changing needs of the industry.

The Retail Sales channel was formally created during fiscal year 2000 with the objective of penetrating the In-Store Deli category of major North American retailers. The sales channel and related growth is following a strategy plan for large volume opportunities with high quality products. Cuisine Solutions is providing retailers with a heat and serve program that allows supermarkets to upgrade the variety and quality of meals offered. The Company is working with retailers to develop best methodology to execute a larger scale roll-out of the program and has already introduced the idea to some of the largest retailers in the USA. The Company has also placed premium private label products successfully into the retail industry, and industry that is experiencing a significant increase in frozen food sales versus the traditional demand for fresh products. A successful retail program would allow the Company to reap the high volume benefits of USA retail without the marketing investment usually required with doing business with USA retailers.

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

Military sales continue to be managed very successfully via a broker/distributor, adding very little in terms of sales and administrative expenses. The Company will further support the growing opportunity for this sales channel which currently has the highest growth rates as the military faces new challenges to attract and retain personnel and the demands for ethnic and special foods continue to increase within the military.

The Company has also had success with national restaurant chains that have found that the Company’s product, quality and ease of use makes an attractive alternative for providing promotional menu items. The Company will continue with further penetration of product sales to national restaurant chains with entrees and special meals such as vegetarian dishes throughout fiscal year 2003.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which we are exposed are:

Interest rates, foreign exchange rates, sales and marketing.

Interest Rate Exposure:

The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s investment and debt portfolio. The Company has not used derivative financial instruments in its investment portfolio. The Company places its investments with high quality issuers. A portion of the debt portfolio has fluctuating interest rates that change with changes in the market. Information about the Company’s investment portfolio is set forth in Footnote 3 of Item 14(a) of the Form 10-k.

Foreign Currency Rate Exposure:

International operations constitute 37% of fiscal year 2002 Company sales. The majority of the Company’s sales are denominated in U.S. dollars, thereby limiting the Company’s risk to changes in foreign currency rates. The Norwegian subsidiary’s sales are denominated in Norwegian kroner while the French subsidiary reports in EURO. As currency exchange rates change, translation of the income statements of the Norway and French operations into U.S. dollars affects year-over-year comparability of operating results. Sales that are subject to these foreign currency fluctuations are approximately 37% of the Company’s sales. The net assets of the subsidiaries are approximately 37% of the Company’s net assets. The Company does not enter into hedges to minimize volatility of reported earnings because it does not believe it is justified by the exposure or the cost. Information about the Company’s foreign currency translation policy is set forth in Footnote 1 of Item 14(a)(1) of this Form 10-K.

Sales and Marketing Risks:

The future performance of the Company’s efforts will depend on a number of factors. One is the recovery of the travel industry, and specifically the airlines, which have been a major source of Cuisine Solutions revenue and formal business strategy. The others

involve the introduction and roll-out of new product lines into the Retail sector. Although the economic situation with the airlines is believed to be temporary, Management cannot forecast the length and total impact of the current economic cycle. Cuisine Solutions will position itself to provide maximum value to our airline partners during this difficult period and remain prepared to resume business growth when the industry recovers. Cuisine Solutions Management has positioned additional focus on the opportunities available in the retail sector and the success rate will be contingent upon market acceptance of the product line, price points and execution of its marketing strategy.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item 8 is included at Item 14(a)(1) and (2).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required under this Item 10 is shown in the Proxy Statement to be filed under Regulation 14A, under the caption “Election of Directors”, and such information is incorporated herein by reference.

EXECUTIVE OFFICERS

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

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

Mr. Murphy was appointed Chief Operating Officer in April 2002 and joined the Company in November 1997 as Vice President and Chief Financial Officer. Mr Murphy has 22 years of food experience, 16 of which are in the manufacturing sector. Prior to joining the Company, Mr. Murphy was the Senior Director of Acquisitions and Integration for Edwards Baking Company. He also held the positions of Operations Controller and Manager of Financial Systems and Development. Prior to Edwards, Mr. Murphy was a Controller with Bunge Foods working in the Bakery and Dairy Industrial Ingredient Divisions.

Ms. Perrier-Madani was appointed Corporate Secretary for Cuisine Solutions in October 1999 and Vice President of Marketing for Fiveleaf in January 2002. Ms Perrier-Madani joined the Company in September 1998 as Project Manager and then as International Sales and Marketing Manager in December 2000. Prior to joining the Company, Ms Perrier-Madani was the Marketing Manager for Sanofi Beauté, Inc and previously a Legal Associate for Euro-Australian Legal Associates in Sydney, Australia.

Mr. Pfann was appointed Vice President Finance in July 2001 and joined the Company in October 2000 as Corporate Controller. Mr. Pfann has over eight years of experience in public accounting with KPMG in Europe and previously as an audit manager with Ernst & Young in Germany and the United States.

Mr. Bertholon joined Cuisine Solutions in August 1989 as Director of Research & Development then VP of International Sales in 1997 and VP of Marketing in December 2000. Mr. Bertholon was appointed President for Fiveleaf in January 2002. He has over 26 years of experience in the international foodservice industry. Prior to joining the Company, Mr. Bertholon was Executive Chef for 9 years in the United States.

ITEM 11. EXECUTIVE COMPENSATION

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required under this Item 12 is shown in the Proxy Statement to be filed under Regulation 14A, under the caption “Voting Securities and Principal Holders Thereof”, and such information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required under this Item 13 is shown in the Proxy Statement to be filed under Regulation 14A, under the caption “Certain Transactions”, and such information is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K

(a)  Index to Financial Statements

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

(3)  Exhibits:

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

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

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

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

22 Written statement of Chief Executive Officer and Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002

23 Consent of Independent Accountants.

(b)  Exhibits:

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

(c)  Financial Statement Schedule:

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

SIGNATURES

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

CUISINE SOLUTIONS, INC.
(Registrant)

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

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

I, Stanislas Vilgrain, certify that:

1.     I have reviewed this annual report on Form 10-K of Cuisine Solutions, Inc.;

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

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

Date: September 20, 2002

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

I, Robert Murphy, certify that:

1.     I have reviewed this annual report on Form 10-K of Cuisine Solutions, Inc.;

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

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

Date: September 20, 2002

/s/ Robert Murphy
Robert Murphy
Director, Vice President, Chief Operating
and Financial Officer and Treasurer
(Principal Financial and Accounting Official)

Independent Auditors’ Report

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

We have audited the accompanying consolidated balance sheets of Cuisine Solutions, Inc., and subsidiaries as of June 29, 2002 and June 30, 2001, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flow for each of the three years in the period ended June 29, 2002. In connection with our audit of the consolidated financial statements we also have audited the financial statement schedule for each of the three years in the period ended June 29, 2002 as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cuisine Solutions, Inc., and subsidiaries as of June 29, 2002 and June 30, 2001, and the results of their operations, comprehensive income, and their cash flows for each of the three years in the period ended June 29, 2002, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule for each of the three years in the period ended June 29, 2002, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

GRANT THORNTON LLP

Vienna, Virginia
August 27, 2002

CUISINE SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements.

CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

See accompanying notes to consolidated financial statements.

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

See accompanying notes to consolidated financial statements.

CUISINE SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS