UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

~~Form~~ FORM 10-Q

———————

~~(Mark~~þ ~~One~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

þFor ~~QUARTERLY~~the ~~REPORT~~quarterly ~~PURSUANT~~period TOended: ~~SECTION~~April 134, ~~or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2009

~~For the quarterly period ended December 13, 2008~~or

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

¨For ~~TRANSITION~~the ~~REPORT~~transition ~~PURSUANT~~period TOfrom: ~~SECTION~~_____________ 13to ~~OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934~~_____________

~~For~~Commission ~~the~~File ~~transition~~Number: ~~period from _____ to _____~~1-32439

Commission File Number 1-32439

———————

CUISINE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

———————

DELAWARE	52-0948383	~~52-0948383~~
(State of other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

852800 S.Eisenhower ~~Bragg Street~~Ave., Suite ~~600~~450, Alexandria, VA ~~22312~~22314

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Office) (Zip Code)

(703) 270-2900

(Registrant'’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large accelerated filer ¨				Accelerated filer ¨
Non-accelerated filer ¨				Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

The Company had outstanding 17,~~554~~559,194 shares of common stock, par value $0.01 per share at ~~January 22~~May 13, 2009.

TABLE OF CONTENTS

~~Page~~ PART I Item 1. Financial Statements (unaudited) 13 Condensed Consolidated Balance Sheets at ~~December~~April 134, ~~2008~~2009 and June 28, 2008 13 Condensed Consolidated Statements Ofof ~~Income~~Operations for the ~~Twelve~~Sixteen and ~~Twenty-Four~~Forty Weeks Ended ~~December~~April 134, ~~2008~~2009 and ~~December~~April 155, ~~2007~~2008 24 Condensed Consolidated Statements Ofof Cash Flows for the ~~Twenty-Four~~Forty Weeks Ended ~~December~~April 134, ~~2008~~2009 and ~~December~~April 155, ~~2007~~2008 35 Notes To Unaudited Condensed Consolidated Financial Statements 46 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 69 Item 4. Controls and Procedures 1116 PART II Item 1. Legal Proceedings. 1218 Item 1A. Risk Factors. 1218 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 1318 Item 3. Defaults Upon Senior Securities 1318 Item 4. Submission of Matters to a Vote of Security Holders 1318 Item 5. Other Information 1318 Item 6. Exhibits 1318 ~~Signatures~~SIGNATURES 1419

CUISINE SOLUTIONS, INC.

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

~~Financial~~CUISINE ~~Statements~~SOLUTIONS, ~~(unaudited)~~INC.

~~CUISINE~~CONDENSED ~~SOLUTIONS,~~CONSOLIDATED ~~INC.~~BALANCE SHEETS

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~(Unaudited)

(Unaudited)


	April 4,			June 28,
	2009			2008
ASSETS
Current assets
Cash and cash equivalents	$	825,000		$	1,016,000
Trade accounts receivable, net		7,794,000			8,264,000
Inventory, net		9,855,000			11,322,000
Prepaid expenses		511,000			482,000
Deferred tax assets		471,000			801,000
Other current assets		458,000			458,000
TOTAL CURRENT ASSETS		19,914,000			22,343,000

Fixed assets, net		13,073,000			14,012,000
Deferred tax assets, net		5,285,000			5,002,000
Investments, non-current		375,000			375,000
Restricted cash		184,000			130,000
Other assets		105,000			86,000
TOTAL ASSETS	$	38,936,000		$	41,948,000

LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	6,816,000		$	6,357,000
Lines-of-credit		369,000			1,049,000
Accrued payroll and related liabilities		1,521,000			2,389,000
Current portion of long-term debt		1,015,000			906,000
TOTAL CURRENT LIABILITIES		9,721,000			10,701,000

Long-term debt, less current portion		4,408,000			5,689,000
Asset retirement obligation		601,000			601,000
Deferred rent		192,000			170,000
TOTAL LIABILITIES		14,922,000			17,161,000

Minority interest		66,000			—

STOCKHOLDERS’ EQUITY
Preferred Stock - $0.01 par value, 2,000,000 shares authorized, none issued
Common Stock - $0.01 par value, 38,000,000 shares authorized, 17,559,194 and 17,449,194 shares
issued and outstanding at April 4, 2009 and June 28, 2008, respectively.		176,000			174,000
Additional paid-in capital		29,479,000			28,946,000
Treasury stock, at cost 168,200 and 0 shares at April 4, 2009 and June 28, 2008, respectively		(104,000	)	—
Accumulated deficit		(6,758,000	)		(6,358,000	)
Accumulated other comprehensive income:
Cumulative translation adjustment		1,155,000			2,025,000
TOTAL STOCKHOLDERS' EQUITY		23,948,000			24,787,000
TOTAL LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY	$	38,936,000		$	41,948,000

	December 13,			June 28,
	2008			2008
ASSETS
Current assets
Cash and cash equivalents	$	796,000		$	1,016,000
Trade accounts receivable, net		8,054,000			8,264,000
Inventory, net		10,298,000			11,322,000
Prepaid expenses		764,000			482,000
Deferred tax assets		449,000			801,000
Other current assets		468,000			458,000
TOTAL CURRENT ASSETS		20,829,000			22,343,000
Fixed assets, net		12,807,000			14,012,000
Deferred tax assets, net		5,065,000			5,002,000
Investments, non-current		375,000			375,000
Restricted cash		162,000			130,000
Other assets		100,000			86,000
TOTAL ASSETS	$	39,338,000		$	41,948,000
LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	6,253,000		$	6,357,000
Line-of-credit		625,000			1,049,000
Accrued payroll and related liabilities		1,628,000			2,389,000
Current portion of long-term debt		953,000			906,000
TOTAL CURRENT LIABILITIES		9,459,000			10,701,000
Long-term debt, less current portion		4,471,000			5,689,000
Asset retirement obligation		601,000			601,000
Deferred rent		180,000			170,000
TOTAL LIABILITIES		14,711,000			17,161,000
Minority interest		63,000			––
STOCKHOLDERS’ EQUITY
Preferred Stock - $0.01 par value, 2,000,000 shares authorized, none issued
Common Stock - $0.01 par value, 38,000,000 shares authorized, 17,554,194 and 17,449,194 shares issued at December 13, 2008 and June 28, 2008, respectively.		176,000			174,000
Additional paid-in capital		29,347,000			28,946,000
Treasury stock, at cost 22,500 and 0 shares at December 13, 2008 and June 28, 2008, respectively		(17,000	)	––
Accumulated deficit		(6,068,000	)		(6,358,000	)
Accumulated other comprehensive income:
Cumulative translation adjustment		1,126,000			2,025,000
TOTAL STOCKHOLDERS' EQUITY		24,564,000			24,787,000
TOTAL LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY	$	39,338,000		$	41,948,000

See accompanying notes to condensed consolidated financial statements.

~~See accompanying notes to condensed consolidated financial statements.~~3

1CUISINE SOLUTIONS, INC.

~~CUISINE~~CONDENSED ~~SOLUTIONS,~~CONSOLIDATED ~~INC.~~STATEMENTS OF OPERATION

~~CONDENSED CONSOLIDATED STATEMENTS OF INCOME~~(Unaudited)

(Unaudited)


		Sixteen Weeks Ended						Forty Weeks Ended
		April 4,			April 5,			April 4,			April 5,
		2009			2008			2009			2008
Revenues
Products sales, net	$	21,094,000		$	25,245,000		$	58,838,000		$	66,463,000
Services revenue		321,000			—			627,000			—
Total revenue		21,415,000			25,245,000			59,465,000			66,463,000
Cost of revenue
Products		17,302,000			20,294,000			47,271,000			53,161,000
Services		229,000			—			506,000			—
Total cost of revenue		17, 531,000			20,294,000			47,777,000			53,161,000
Gross margin		3,884,000			4,951,000			11,688,000			13,302,000

Research and development		294,000			320,000			757,000			819,000
Selling and marketing		1,933,000			2,451,000			5,619,000			6,300,000
General and administrative		2,476,000			2,946,000			5,501,000			6,421,000
Loss before non-operating expense, minority interest and income taxes		(819,000	)		(766,000	)		(189,000	)		(238,000	)

Non-operating income (expense)
Interest expense		(86,000	)		(149,000	)		(233,000	)		(331,000	)
Other (expense) income, net		(16,000	)		141,000			(19,000	)		184,000
Total non-operating expense		(102,000	)		(8,000	)		(252,000	)		(147,000	)

Minority interest		(2,000	)		—			2,000			—

Loss before income taxes		(923,000	)		(774,000	)		(439,000	)		(385,000	)
Benefit for income tax expense		232,000			364,000			38,000			207,000

NET LOSS	$	(691,000	)	$	(410,000	)	$	(401,000	)	$	(178,000	)

Net loss per common share
Basic	$	(0.04	)	$	(0.02	)	$	(0.02	)	$	(0.01	)
Diluted	$	(0.04	)	$	(0.02	)	$	(0.02	)	$	(0.01	)

Weighted average shares outstanding-basic		17,409,471			16,950,904			17,478,136			16,787,866
Common stock equivalents		—			—			—			—
Weighted average shares outstanding-diluted		17,409,471			16,950,904			17,478,136			16,787,866

	Twelve Weeks Ended						Twenty- four Weeks Ended
	December 13,			December 15,			December 13,				December 15,
	2008			2007			2008				2007
Revenues
Products sales, net	$	19,471,000		$	23,738,000		$	37,744,000		$		41,218,000
Services revenue		218,000			––			306,000				––
Total revenue		19,689,000			23,738,000			38,050,000				41,218,000
Cost of revenue
Products		15,670,000			18,934,000			29,969,000				32,867,000
Services		176,000			––			277,000				––
Total cost of revenue		15,846,000			18,934,000			30,246,000				32,867,000
Gross margin		3,843,000			4,804,000			7,804,000				8,351,000
Research and development		239,000			263,000			463,000				499,000
Selling and marketing		2,013,000			2,314,000			3,686,000				3,849,000
General and administrative		1,275,000			1,775,000			3,025,000				3,475,000
Income before non-operating expense, minority interest and income taxes		316,000			452,000			630,000				528,000
Non-operating income (expense)
Interest expense		(73,000	)		(101,000	)		(148,000	)			(182,000	)
Other (expense) income, net		12,000			27,000			(2,000	)			43,000
Total non-operating expense		(61,000	)		(74,000	)		(150,000	)			(139,000	)
Minority interest		4,000			––			4,000				––
Income before income taxes		259,000			378,000			484,000				389,000
Provision for income tax expense		(104,000	)		(153,000	)		(194,000	)			(157,000	)
NET INCOME	$	155,000		$	225,000		$	290,000		$		232,000
Net income per common share
Basic	$	0.01		$	0.01		$	0.02		$		0.01
Diluted	$	0.01		$	0.01		$	0.02		$		0.01
Weighted average shares outstanding-basic		17,551,134			16,693,091			17,524,187				16,678,523
Common stock equivalents		553,606			1,719,076			631,920				1,747,497
Weighted average shares outstanding-diluted		18,104,740			18,412,167			18,156,107				18,426,020

See accompanying notes to condensed consolidated financial statements.

~~See accompanying notes to condensed consolidated financial statements.~~4

2CUISINE SOLUTIONS, INC.

~~CUISINE~~CONDENSED ~~SOLUTIONS,~~CONSOLIDATED ~~INC.~~STATEMENTS OF CASH FLOWS

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~(Unaudited)

(Unaudited)


	Year to date
	Forty weeks ended
	April 4,			April 5,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(401,000	)	$	(178,000	)

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,742,000			1,517,000
Allowance for doubtful accounts		19,000			14,000
Inventory obsolescence reserve		357,000			309,000
Minority interest		(7,000	)		—
Change in deferred tax assets		47,000			(232,000	)
Net loss on disposition of property and equipment		29,000			—
Stock-based compensation		323,000			59,000
Changes in assets and liabilities, net of effects of non-cash transactions:
Increase (decrease) in accounts receivable		192,000			(1,797,000	)
Decrease in inventory		420,000			2,138,000
Increase in prepaid expenses		(41,000	)		(111,000	)
Decrease in accounts receivable, related parties		—			45,000
(Increase) decrease in other assets		(77,000	)		179,000
Increase in accounts payable and accrued expenses		764,000			247,000
Decrease in accrued payroll and related liabilities		(795,000	)		(881,000	)
Net cash provided by operating activities		2,572,000			1,309,000

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of assets		22,000			—
Increase in cash through acquisition of Agrorest		268,000			—
Increase in restricted cash		(55,000	)		(53,000	)
Capital expenditures		(1,448,000	)		(1,988,000	)
Net cash used in investing activities		(1,213,000	)		(2,041,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Payments on debt		(731,000	)		(734,000	)
Proceeds from debt		—			443,000
Net (repayment) borrowing on lines-of-credit		(540,000	)		163,000
Repurchase of common stock		(104,000	)		—
Proceeds from stock issuance		7,000			427,000
Net cash (used in) provided by financing activities		(1,368,000	)		299,000

Net decrease in cash and cash equivalents		(9,000	)		(433,000	)
Change in cumulative translation adjustment		(182,000	)		96,000
Cash and cash equivalents, beginning of period		1,016,000			546,000
CASH and CASH EQUIVALENTS, END OF PERIOD	$	825,000		$	209,000

	Year to date
	Twenty-four weeks ended
	December 13,			December 15,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	290,000		$	232,000
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		1,076,000			889,000
Allowance for doubtful accounts		(42,000	)		18,000
Inventory obsolescence reserve		87,000			13,000
Minority interest		(10,000	)		––
Change in deferred tax assets		289,000			113,000
Stock-based compensation		192,000			45,000
Changes in assets and liabilities, net of effects of non-cash transactions:
Increase in accounts receivable		(94,000	)		(3,338,000	)
Decrease in inventory		208,000			2,194,000
Increase in prepaid expenses		(296,000	)		(110,000	)
(Increase) decrease in other assets		(90,000	)		88,000
Increase in accounts payable and accrued expenses		292,000			2,275,000
Decrease in accrued payroll and related liabilities		(678,000	)		(831,000	)
Net cash provided by operating activities		1,224,000			1,588,000
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in cash through acquisition of Agrorest		268,000			––
Increase in restricted cash		(33,000	)		(32,000	)
Capital expenditures		(782,000	)		(1,530,000	)
Net cash used in investing activities		(547,000	)		(1,562,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on debt		(483,000	)		(406,000	)
Proceeds from debt		25,000			141,000
Net (repayment) borrowing on line-of-credit		(279,000	)		214,000
Repurchase of common stock		(17,000	)		––
Proceeds from stock issuance		6,000			14,000
Net cash used in financing activities		(748,000	)		(37,000	)
Net decrease in cash and cash equivalents		(71,000	)		(11,000	)
Change in cumulative translation adjustment		(149,000	)		58,000
Cash and cash equivalents, beginning of period		1,016,000			546,000
CASH and CASH EQUIVALENTS, END OF PERIOD	$	796,000		$	593,000

See accompanying notes to condensed consolidated financial statements.

~~See accompanying notes to condensed consolidated financial statements.~~5

3Cuisine Solutions, Inc.

~~CUISINE~~NOTES ~~SOLUTIONS,~~TO ~~INC.~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~April TO4, ~~UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~2009

~~December 13,~~NOTE ~~2008~~1 - DESCRIPTION OF OPERATIONS

~~NOTE~~The 1Company –produces ~~DESCRIPTION~~and OFmarkets ~~OPERATIONS~~premium, fully cooked, frozen and prepared foods to a variety of channels and geographic regions. The Company has manufacturing facilities in the U.S.A. and France and its products are sold primarily to U.S. and European Union business customers in the Food Service, On Board Services, Retail, Military and National Restaurant Chains channels. The Company also provides training classes in sous-vide techniques and other related food handling and safety issues.

~~The~~NOTE ~~Company~~2 ~~produces~~– ~~and~~CONDENSED ~~markets~~CONSOLIDATED ~~premium,~~FINANCIAL fully cooked, frozen and prepared foods to a variety of channels and geographic regions. The Company has manufacturing facilities in the U.S.A. and France and its products are sold primarily to U.S.A. and European Union business customers in the Food Service, On Board Services, Retail, Military and National Restaurant Chains channels. The Company also provides training classes in sous-vide techniques and other related food handling and safety issues. STATEMENTS

~~NOTE~~The 2accompanying –unaudited ~~CONDENSED~~condensed ~~CONSOLIDATED~~consolidated ~~FINANCIAL~~financial ~~STATEMENTS~~statements included herein have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures required for complete consolidated financial statements are not included herein. It is recommended that these unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and related notes as reported in the Company’s 2008 Annual Report on Form 10-K as filed with the SEC on September 17, 2008.

~~The~~In ~~accompanying~~management’s ~~unaudited~~opinion, ~~condensed~~all ~~consolidated~~adjustments, ~~financial~~consisting ~~statements~~of ~~included~~normal ~~herein~~recurring ~~have~~adjustments, ~~been~~considered ~~prepared~~necessary byfor ~~the~~a ~~Company~~fair inpresentation ~~accordance~~of ~~with~~the ~~U.S.~~unaudited ~~generally~~condensed ~~accepted~~financial ~~accounting~~position, ~~principles~~results ~~(“GAAP”)~~of ~~for~~operations, ~~interim financial information~~ and ~~pursuant~~cash toflow at the ~~rules~~dates and ~~regulations~~for of the ~~U.S.~~periods ~~Securities~~presented ~~and~~have ~~Exchange~~been ~~Commission~~included. ~~(the~~The ~~“SEC”)~~condensed ~~for~~consolidated ~~reporting~~balance onsheet ~~Form 10-Q.~~presented ~~Accordingly,~~at ~~certain~~June ~~information~~28, ~~and~~2008 ~~footnote~~has ~~disclosures~~been ~~required~~derived ~~for~~from ~~complete~~the ~~consolidated~~ financial statements ~~are~~that ~~not~~have ~~included~~been ~~herein.~~audited Itby isthe ~~recommended~~Company’s ~~that~~independent ~~these~~registered ~~unaudited~~public ~~condensed~~accounting ~~consolidated~~firm. ~~financial~~The ~~statements~~results beof ~~read~~operations infor ~~conjunction~~the ~~with~~sixteen ~~the~~and/or ~~audited~~forty ~~consolidated~~week ~~financial~~period ~~statements~~ended ~~and~~April ~~related~~4, ~~notes~~2009 asmay ~~reported~~not inbe indicative of the ~~Company’s~~results ~~2008~~that ~~Annual~~may ~~Report~~be onexpected ~~Form 10-K~~for asthe ~~filed~~fiscal ~~with~~year ~~the~~ending ~~SEC~~June on27, ~~September 17~~2009, ~~2008~~or any other period within fiscal year 2009.

InNOTE ~~management’s~~3 ~~opinion,~~– ~~all~~RECENT ~~adjustments,~~ACCOUNTING consisting of normal recurring adjustments, considered necessary for a fair presentation of the unaudited condensed financial position, results of operations, and cash flow at the dates and for the periods presented have been included. The condensed consolidated balance sheet presented at June 28, 2008 has been derived from the financial statements that have been audited by the Company’s independent registered public accounting firm. The results of operations for the twelve and/or twenty four week period ended December 13, 2008 may not be indicative of the results that may be expected for the fiscal year ended June 27, 2009, or any other period within the fiscal year 2009.PRONOUNCEMENTS

~~NOTE~~In 3December –2007, ~~TRADE~~the ~~ACCOUNTS~~Financial ~~RECEIVABLE~~Accounting Standard Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141 (Revised), ~~NET~~Business Combinations (“SFAS 141R”). SFAS 141R clarifies the information that a reporting entity provides in its financial reports about a business combination and it replaces SFAS No. 141. SFAS 141R revises the method of accounting for a number of aspects of business combinations, including acquisition costs, contingencies (including contingent assets, contingent liabilities and contingent purchase price), the impacts of partial and step-acquisitions (including the valuation of net assets attributable to non-acquired minority interests) and post-acquisition exit activities of acquired businesses. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting beginning on or after December 15, 2008.

~~Trade~~In ~~accounts~~September 2006, ~~receivable~~the ~~consisted~~FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). This standard establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. On February 12, 2008, the FASB issued Staff Position (“FSP”) No. SFAS 157-2, Effective Date of: FASB Statement No. 157, which delayed the effective date of SFAS 157 for non-financial assets and liabilities to fiscal years beginning after November 15, 2008. The Company adopted the provisions of SFAS 157 for financial assets and financial liabilities on June 29, 2008 and will adopt the remaining required provisions for non-financial assets and liabilities on June 28, 2009. The adoption of this standard did not have a material impact on the condensed consolidated financial statements and the additional adoption is not expected to have a material impact either.

	December 13, 2008			June 28, 2008
Trade accounts receivable	$	8,399,000		$	8,677,000
Allowance for doubtful accounts		(345,000	)		(413,000	)
Trade accounts receivable, net	$	8,054,000		$	8,264,000

~~NOTE~~In 4December –2007, ~~INVENTORY~~the FASB also issued SFAS No. 160, ~~NET~~Noncontrolling Interests in Consolidated Financial Statements (“SFAS 160”). SFAS 160 requires noncontrolling (minority) interests to be reported as a component of equity on the balance sheet, to include all earnings of a consolidated subsidiary in consolidated results of operations and to treat all transactions between an entity and noncontrolling interest as equity transactions between the parties. SFAS 160 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal years. SFAS 160 will be effective for the Company during its fiscal year beginning June 28, 2009. The Company has not yet assessed the impact of adopting SFAS 160.

~~Inventory~~In ~~consisted~~March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”). SFAS 161 amends and expands the disclosure requirements of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and is intended to provide users of financial statements with an enhanced understanding of (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for the ~~following:~~Company beginning June 28, 2009. Management does not believe the requirements of SFAS 161 will have a material impact on the Company’s consolidated financial statements.

	December 13, 2008			June 28, 2008
Raw material	$	3,687,000		$	4,018,000
Frozen product & other finished goods		6,185,000			6,741,000
Packaging		968,000			1,032,000
		10,840,000			11,791,000
Less obsolescence reserve		(542,000	)		(469,000	)
Inventory, net	$	10,298,000		$	11,322,000

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS 162 shall be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with General Accepted Accounting Principles. The Company has not yet assessed the impact of adopting SFAS 162.

~~NOTE~~In 5June –2008, ~~EARNINGS~~the ~~PER~~FASB ~~SHARE~~issued FSP EITF No. 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. The FSP addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The FSP affects entities that accrue dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the award. This FSP was effective for fiscal years beginning after December 15, 2008. Management does not believe the requirements of EITF No. 03-6-1 will have a material impact on the Company’s consolidated financial statements.

~~The~~NOTE ~~Company~~4 ~~presents~~– ~~“basic”~~TRADE ~~earnings~~ACCOUNTS ~~per share and “diluted” earnings per share pursuant to the provisions of Statement of Financial Accounting Standards No. 128~~RECEIVABLE, ~~“Earnings~~NET per Share”. Basic earnings per share is calculated by dividing net income by the weighted average number of shares outstanding during each period. The calculation of diluted earnings per share is similar to that of basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares were issued during

4Trade accounts receivable consisted of:

the period. The weighted average numbers of shares for determining basic earnings per share were 17,551,134 and 16,693,091 and 17,524,187 and 16,678,523 respectively for the twelve weeks and twenty-four weeks ended December 13, 2008 and December 15, 2007, respectively. The weighted average numbers of shares for determining diluted earnings per share were 18,106,053 and 18,412,167 and 18,156,982 and 18,426,020 respectively for the twelve weeks and twenty-four weeks ended December 13, 2008 and December 15, 2007, respectively.


	April 4, 2009			June 28, 2008
Trade accounts receivable	$	8,201,000		$	8,677,000
Allowance for doubtful accounts		(407,000	)		(413,000	)
Trade accounts receivable, net	$	7,794,000		$	8,264,000

NOTE 65 – ~~SHARE-BASED~~INVENTORY, ~~COMPENSATION~~NET

~~The~~Inventory ~~Company~~consisted ~~allocated share-based compensation expense under Statement~~ of ~~Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“FAS 123(R)”) in~~ the ~~condensed consolidated statements of income as follows~~following:

	December 13, 2008			December 15, 2007
	April 4, 2009			June 28, 2008
General and administrative	$	192,000		$	45,000
Raw material	$	4,097,000		$	4,018,000
Income tax benefit		77,000			17,000
Frozen product & other finished goods		5,527,000			6,741,000
Total share-based compensation, net of tax benefit	$	115,000		$	28,000
Packaging		1,043,000			1,032,000
		10,667,000			11,791,000
Less obsolescence reserve		(812,000	)		(469,000	)
Inventory, net	$	9,855,000		$	11,322,000

FAS 123(R) requires forfeitures to be estimated at the time of grant and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate is based on historical experience. Share-based compensation expense is recognized on a straight line basis, net of an estimated forfeiture rate, for only those shares expected to vest over the requisite service period of the award, which is generally the option vesting term of five years.7

~~For~~NOTE ~~the~~6 ~~twenty~~– SHARE-~~four~~BASED ~~weeks ended December 13, 2008 and December 15, 2007 the Company granted a total of 900,000 and 0 restricted stock units at a weighted average fair value of $2.15 and $0, respectively.~~ COMPENSATION

AtThe ~~December 13,~~Company ~~2008,~~allocated ~~$1,842,000 of total unrecognized~~ share-based compensation ~~cost~~expense isunder ~~expected~~SFAS 123 to(revised be2004), ~~recognized~~Share-Based ~~over~~Payment a(“FAS ~~weighted-average~~123(R)”) ~~period~~in the condensed consolidated statements of ~~approximately~~income ~~5 years.~~as follows:


	April 4, 2009			April 5, 2008
General and administrative	$	323,000		$	59,000
Income tax benefit		(129,000	)		(24,000	)
Total share-based compensation, net of tax benefit	$	194,000		$	35,000

~~Item~~FAS 2123(R) requires forfeitures to be estimated at the time of grant and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate is based on historical experience. Share-based compensation expense is recognized on a straight line basis, net of an estimated forfeiture rate, for only those shares expected to vest over the requisite service period of the award, which is generally the option vesting term of five years.

~~Management's~~For ~~Discussion~~the forty weeks ended April 4, 2009 and ~~Analysis~~April of5, ~~Financial~~2008, ~~Condition~~the Company granted a total of 960,000 and ~~Results~~0 restricted stock units (“RSUs”) at a weighted average fair value of ~~Operations~~$2.05 and $0, respectively.

~~All~~At ~~statements~~April ~~contained herein~~4, ~~other than historical facts~~2009, ~~may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933~~$1, ~~as amended~~747,000 ~~and Section 21E~~ of ~~the~~total ~~Securities~~unrecognized Exchange Act of 1934, as amended (the “Exchange Act”). These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forwardshare-~~looking~~based ~~statements~~compensation bycost ~~terminology~~was ~~such~~expected as “may,” “might,” “believe,” “will,” “provided,” “anticipate,” “future,” “could,” “can”, “growth,” “plan,” “intend,” “expect,” “estimate”, “should,” “would,” “if,” “seek,” “possible,” “project”, “potential,” “likely” or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be ~~materially~~recognized ~~different~~over ~~from~~a ~~any future results, levels of activity, performance or achievements expressed or implied by such forward~~weighted-~~looking~~average ~~statements.~~period ~~Such factors include, among others: (1) assumptions regarding the duration and severity~~ of ~~the~~approximately current economic conditions and the impact on consumer demand and spending and demand for our products (2) uncertainties in the financial markets, (3) a significant change of the Company’s relationship with its customers in channels where concentration of sales to a certain number of customers exists; (4) the impact on the Company’s profitability from the fluctuations in the availability and cost of raw materials; (5) the impact on the Company’s reported earnings from fluctuations in currency exchange rates, particularly the Euro; and (6) those factors listed under the caption “risk factors” of the Annual Report on Form 10-K for the year ended June 28, 2008 as filed with the SEC on September 17, 2008. We caution readers not to place undue reliance on any such forward-looking statements, which are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Form2 ~~10-Q~~years.

~~The~~600,000 ~~following~~of ~~analysis~~the RSUs represents a contingent right to receive one share of ~~our~~the ~~financial~~Company’s ~~condition~~common ~~and~~stock. ~~results~~The actual number of ~~operations~~shares ~~should~~that will be ~~read~~issued upon the vesting of the RSUs will range from 0 to the number of RSUs actually granted to each individual, based on the Company’s achievement of compound annual growth in ~~conjunction~~pre-tax ~~with~~earnings ~~our~~per ~~unaudited~~share ~~consolidated~~(“CAGR”) ~~financial~~from ~~statements~~the 2006 level over the performance period, which is measured as of the end of fiscal years 2010, 2011, 2012 and 2013, respectively, with the ~~notes~~number ~~thereto~~of ~~contained~~RSUs ~~elsewhere~~vesting on a given vesting date being offset by the number of RSUs that have vested in ~~this~~prior ~~report~~years. Unvested RSUs terminate on September 27, 2013. 300,000 of the RSUs were time-based long-term grants to employees that vest in equal amounts annually over a five year period from the date of grant. 60,000 of the RSUs were granted to non-management directors and vested 50% immediately and the remaining 50% vest on the one-year anniversary of the date of grant.

~~BUSINESS~~NOTE ~~OVERVIEW~~7 – DEBT

WeDebt ~~produce~~at ~~and~~April ~~market premium~~4, ~~fully~~2009 ~~cooked, frozen~~ and ~~prepared~~June ~~foods~~28, to2008 awas ~~variety of channels and geographic regions. We believe that we are recognized in the market place~~ as ~~having the highest quality frozen food product line in the world. Our motto is~~follows: ~~exceptional food - ultimate convenience.~~

Cuisine Solutions currently distributes products through the following sales channels:


Description	Maturity	April 4, 2009 Principal Outstanding in Foreign Currency		Interest Rates			April 4, 2009 Principal Outstanding		June 28, 2008 Principal Outstanding

Term Loan	22-Oct-12		81,000€		5.70	%	$	109,000	$	151,000
Term Loan	20-Jun-10		17,000€		3.80	%		23,000		43,000
Term Loan	28-Nov-12		156,000€		2.80	%		210,000		298,000
Term Loan	12-Jun-19		1,713,000€		3.60	%		2,303,000		2,856,000
Term Loan	23-Oct-13		433,000€		3.80	%		582,000		775,000
Term Loan	1-Mar-15		368,000€		4.30	%		494,000		590,000
Term Loan	5-Jun-12				7.00	%		1,186,000		1,423,000
Term Loan	5-Nov-10				7.30	%		254,000		359,000
Term Loan	15-Mar-10				6.80	%		—		78,000
Capital Lease	15-Dec-11				7.30	%		19,000		22,000
Capital Lease	2-April-14				5.91	%		243,000		—
Line of Credit			94,000€		T4M+1.25	%		127,000		759,000
Line of Credit			180,000€	EONIA+1.6		%		242,000		290,000
				Total			$	5,792,000	$	7,644,000
		Less: current portion						1,384,000		1,955,000
		Non-current portion					$	4,408,000	$	5,689,000

·8

OnFrom ~~Board~~time ~~Services:~~to ~~Airlines~~time, ~~railroad~~the Company enters into separate term loans to purchase new equipment and ~~cruise~~for ~~lines~~improvement projects. As of April 4, 2009, the total principal balance of the term loans was $5,161,000 of which $3,721,000 was denominated in Euros in the amount of 2,768,000€. The term loans bear interest at rates ranging from 2.8% to 7.3% and have maturity dates ranging from March15, 2010 to June 12, 2019. The loans are typically secured by the related equipment.

·As of April 4, 2009, the total loan balance under capital leases was $262,000. These capital leases bear interest at rates ranging from 5.91% to 7.3% and have maturity dates ranging from December 15, 2011 to April 2, 2014.

~~Food~~Borrowing ~~Service:~~Availability. ~~Hotel~~The ~~banquets~~maximum borrowing amount available under the first line of credit is subject to a borrowing base cap equal to the sum of 80% of eligible accounts receivable and the lower of 50% of eligible inventory or $3.0 million, ~~convention~~while ~~centers~~the Company can borrow the full $6.0 million under the second line of credit. Subject to the conditions stated in the Loan and Security Agreements, ~~sport~~the ~~stadiums~~Company may borrow, repay and ~~other~~reborrow ~~special~~amounts ~~events~~under ~~such~~both aslines of credit at any time during the ~~Olympics~~term of the agreements.

·Covenants. According to the terms of the Loan and Security Agreement of the first line of credit, the Company is required to submit to BB&T a Loan Base Report (“LBR”) within fifteen days after the close of each period. The Company is also required to maintain a ratio of total Indebtedness to Tangible Net Worth not to exceed 2 to 1 as of June 30, 2007, and as of the end of each fiscal year thereafter and the total of Tangible Net Worth plus Subordinated Debt of not less than $9 million, to be tested by BB&T on a quarterly basis. The Loan and Security Agreement of the first line of credit also contains a number of other usual and customary covenants that, among other things, limit the ability of the Company to incur additional debt, create liens, sell assets, make acquisitions or capital expenditures. According to the terms of the Loan Agreement of the second line of credit, the Company will use the proceeds only for the Company’s operational expenses and business needs, borrowings used for any purchase of equipment or other fixed assets in excess of $1 million shall be refinanced or repaid in full within twelve months.

~~Retail:~~NOTE ~~Supermarket~~8 ~~in-store~~– ~~deli~~MINORITY ~~and~~INTEREST ~~premium frozen packaged foods.~~

·At April 4, 2009, the Company has an 84% controlling interest in CREA, a subsidiary in France that provides fee based training and education. The minority interest of $66,000 represents 16% third party ownership in CREA with details as follows:

Military: Naval carriers, Army field feeding, and military dining halls and clubs.


	Amount in €	Amount in US $


Balance on 8/11/2008 (date of acquisition)	51,000	73,000
Loss during the period	(2,000)	(2,000)
Cumulative translation adjustment		(5,000)
Balance at 4/4/2009	49,000	66,000

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

~~National~~All ~~Restaurant~~statements ~~Chains:~~contained ~~Casual~~herein, ~~dining~~other ~~multi~~than historical facts, may constitute “forward-~~unit~~looking ~~restaurants~~statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “believe,” “will,” “provided,” “anticipate,” “future,” “could,” “can”, “growth,” “plan,” “intend,” “expect,” “estimate”, “should,” “would,” “if,” “seek,” “possible,” “project”, “potential,” “likely” or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others: (1) assumptions regarding the duration and severity of the current economic conditions and the impact on consumer demand and spending and demand for our products (2) uncertainties in the financial markets, (3) a significant change of the Company’s relationship with its customers in channels where concentration of sales to a certain number of customers

~~We also generate services revenue from our training classes in sous-vide techniques and other related food handling and safety issues.~~9

~~Economic~~exists; ~~Environment~~(4) the impact on the Company’s profitability from the fluctuations in the availability and cost of raw materials; (5) the impact on the Company’s reported earnings from fluctuations in currency exchange rates, particularly the Euro; and (6) those factors listed under the caption “risk factors” of the Annual Report on Form 10-K for the year ended June 28, 2008 as filed with the SEC on September 17, 2008. We caution readers not to place undue reliance on any such forward-looking statements, which are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Form 10-Q.

WeThe ~~operate~~following ~~today~~analysis inof aour ~~rapidly~~financial ~~changing~~condition ~~business environment due to uncertain domestic~~ and ~~international~~results ~~economic~~of ~~conditions~~operations ~~and~~should ~~decreased~~be ~~liquidity~~read in ~~the~~conjunction ~~financial~~with ~~markets.~~our ~~The~~unaudited ~~recent~~consolidated ~~market~~financial ~~turmoil~~statements ~~has led to significant business slowdowns around the world, including reduced consumer spending~~ and ~~demand within~~ the ~~food~~notes ~~industry.~~thereto ~~Our~~contained ~~business~~elsewhere ~~is highly dependent on the economies~~ in ~~the~~this Ureport.~~S. and Europe, and we expect the challenging business environment to continue in the foreseeable future.~~

~~CRITICAL~~BUSINESS ~~ACCOUNTING ESTIMATES AND POLICIES~~OVERVIEW

~~Our~~We ~~accounting~~produce ~~policies,~~and ~~which~~market ~~are in compliance with U.S. GAAP~~premium, ~~require~~fully ~~us to apply methodologies~~cooked, ~~estimates~~frozen and ~~judgments~~prepared ~~that~~foods ~~have~~to a ~~significant~~variety ~~impact~~of onchannels ~~the~~and ~~results~~geographic ~~we report in our financial statements~~regions. We Inbelieve ~~our 2008 Annual Report on Form 10-K, we have discussed those material policies~~ that we ~~believe~~ are ~~critical~~recognized ~~and~~in ~~require~~ the ~~use~~market ofplace ~~complex~~as ~~judgment~~having inthe ~~their~~highest ~~application.~~quality ~~There~~frozen ~~have~~food ~~been~~product noline ~~material~~in ~~changes to~~ the ~~policies~~world. Our ~~during~~motto ~~the~~is: exceptional ~~fiscal~~food ~~quarter~~- ~~ended~~ultimate ~~December 13, 2008~~convenience.

6Cuisine Solutions currently distributes products through the following sales channels:

~~RESULTS OF OPERATIONS~~·

~~Comparison~~On ofBoard ~~the~~Services: ~~twelve weeks ended December 13~~Airlines, ~~2008~~railroad toand ~~the~~cruise ~~twelve weeks ended December 15, 2007~~lines.

~~NET PRODUCT SALES~~·

By Geographic Region	December 13, 2008		December 15, 2007		% change
USA Sales	$	12,126,000	$	15,692,000		-22.7%
Europe Sales		6,720,000		7,766,000		-13.5%
Rest of World Sales		625,000		280,000		123.2%
Net Product Sales	$	19,471,000	$	23,738,000		-18.0%

Food Service: Hotel banquets, convention centers, sport stadiums and other special events such as the Olympics.

By Channel	December 13, 2008		December 15, 2007		% change
On Board Services	$	3,896,000	$	6,358,000		-38.7%
Food Service		3,330,000		3,999,000		-16.7%
Retail		6,088,000		8,069,000		-24.5%
Military		5,036,000		3,087,000		63.1%
National Restaurant Chains		1,121,000		2,225,000		-49.6%
Net Product Sales	$	19,471,000	$	23,738,000		-18.0%

~~Net~~Retail: ~~product~~Supermarket sales for the second quarter of fiscal year 2009 decreased $4,267,000, or 18.0%, from the second quarter of fiscal year 2008 net product sales of $23,738,000. We do not have any defined segments since all of our products are similarly produced despite the sales channel or area of distribution. Net service revenues from training and education classes was $218,000 for the second quarter of fiscal 2009 and, as this is a new area of growth for us, there is no prior year comparison. For the second quarter of fiscal year 2009 we had improvement in ~~our Military channel reflecting strong re~~-~~ordering~~store ~~from~~deli ~~a new military distributor located overseas (this was also the reason for the big increase in rest of world sales). All other channels suffered as a result of the economic situation~~ and ~~were~~premium ~~off~~frozen ~~from~~packaged ~~prior year~~foods. On Board Services is down 38.7% from the second quarter of fiscal year 2008 as a result of cutbacks in flights and passengers. Food Service is down 16.7% from the second quarter of fiscal year 2008 as a result of cutbacks in banqueting, parties and travel. Retail is down 24.5% from the second quarter of fiscal year 2008 as a result of reduced promotions at Costco. National Restaurant Chains is down 49.6% from the second quarter of fiscal year 2008 as a result of delays in introductions of new menu items at certain chains. While we consider channel information helpful to the reader we cannot forecast any particular trends for our sales as a result of such information. Although we expect stronger demand for our sales and services over the course of fiscal 2009, we believe that general economic conditions will adversely impact customer spending in our various sales channels. Our sales development cycle can run over one year in certain markets before recognizing a sale.

~~GROSS MARGIN~~ ·

~~The~~Military: ~~gross~~Naval ~~margin~~carriers, ~~decreased~~Army ~~during~~field ~~the~~feeding, ~~second~~and ~~quarter~~military ofdining ~~fiscal~~halls ~~year 2009 to 19.2% compared to 20.2% in the prior year. This product sales margin decrease was primarily attributable to reduced production volumes as a result of reduced customer demand~~ and ~~on the product mix included in the higher military sales~~clubs.

~~RESEARCH AND DEVELOPMENT EXPENSES~~·

~~Research~~National ~~and~~Restaurant ~~development~~Chains: ~~expenses~~Casual ~~decreased~~dining inmulti-unit ~~the second quarter of fiscal year 2009 to $239,000 from the second quarter of fiscal year 2008 of $263,000, a 9~~restaurants.1% decrease. Most of the research and development costs are incurred well before an actual sale and the cycle can last over one year in certain markets. The expense decrease is primarily related to decreased compensation costs of $25,000.

~~SELLING~~We ~~AND~~also ~~MARKETING~~generate ~~EXPENSES~~services revenue from our training classes in sous-vide techniques and other related food handling and safety issues.

~~Our~~Economic sales and marketing teams are focused on customers primarily in the USA and Europe. Expenses for the second quarter of fiscal year 2009 decreased $301,000 to $2,013,000, or 13.0%, over the second quarter of fiscal year 2008 expense of $2,314,000 (selling and marketing expenses represented 10.2% and 9.7% of revenue for the second quarters of fiscal years 2009 and 2008, respectively). This decrease was primarily related to decreased promotion costs of $153,000 and decreased consulting costs of $153,000.Environment

~~GENERAL~~We ~~AND~~operate ~~ADMINISTRATIVE~~today ~~EXPENSES~~in a rapidly changing business environment due to uncertain domestic and international economic conditions and decreased liquidity in the financial markets. The recent market turmoil has led to significant business slowdowns around the world, including reduced consumer spending and demand within the food industry. Our business is highly dependent on the economies in the U.S. and Europe, and we expect the challenging business environment to continue in the foreseeable future.

7CRITICAL ACCOUNTING ESTIMATES AND POLICIES

~~General~~Our ~~and~~accounting ~~administrative~~policies, ~~expenses~~which ~~for~~are ~~the~~in ~~second~~compliance ~~quarter~~with ofU.S. ~~fiscal~~GAAP, ~~year~~require ~~2009~~us ~~decreased $500,000~~ to $1apply methodologies,~~275,000,~~ orestimates ~~28.2%,~~and ~~over~~judgments ~~the~~that ~~second~~have ~~quarter~~a ofsignificant ~~prior~~impact ~~fiscal~~on ~~year~~the ~~2008~~results ~~expenses~~we ofreport ~~$1,775,000~~in ~~(general~~our ~~and~~financial ~~administrative~~statements. ~~expenses~~In ~~represented~~our ~~6.5%~~Annual ~~and~~Report ~~7.5%~~on ofForm ~~revenue~~10-K for the ~~second quarters of~~ fiscal ~~years~~year ~~2009~~ended ~~and~~June 28, 2008, ~~respectively).~~we ~~This~~have ~~decrease~~discussed ~~was~~those ~~primarily~~material ~~due~~policies tothat ~~decreased~~we ~~compensation~~believe ~~costs~~are ofcritical ~~$523,000~~and ~~due~~require tothe ~~reductions~~use inof ~~Europe~~complex ~~and~~judgment ~~reduced~~in ~~current~~their ~~year~~application. There ~~bonus~~have ~~accruals~~been ~~offset~~no bymaterial ~~increased~~changes ~~compensation~~to onthe ~~recently~~policies ~~issued~~during ~~restricted~~the ~~stock~~fiscal ~~units~~quarter ofended ~~$98~~April 4,~~000~~ 2009.

~~NON-OPERATING~~In ~~EXPENSE~~fiscal year 2007, we reversed substantially all of the valuation allowance related to our deferred tax assets since we determined it is more likely than not that these assets will be realized. This determination was primarily based on cumulative positive earnings in recent years and projected taxable income. In evaluating our ability to realize our deferred tax assets we considered all available positive and negative evidence including our past operating results and our forecast of future taxable income. The Company had previously provided a valuation allowance against its deferred tax assets since the realization of these tax benefits could not be reasonably assured.

~~Non-operating~~RECENT ~~expense~~ACCOUNTING ~~decreased to $61,000 in the second quarter of fiscal year 2009 from $74,000 in second quarter of fiscal year 2008, due primarily to decreased interest expense of $28,000 related to lower borrowings.~~ PRONOUNCEMENTS

~~MINORITY~~In ~~INTEREST~~December 2007, the FASB issued SFAS No. 141 (Revised), Business Combinations (“SFAS 141R”). SFAS 141R clarifies the information that a reporting entity provides in its financial reports about a business combination and it replaces SFAS No. 141. SFAS 141R revises the method of accounting for a number of aspects of

CREA, our subsidiary in which we own an 84% interest, experienced a loss during the second quarter of fiscal year 2009. As a result, the holders of the 16% minority interest in CREA incurred a $4,000 expense and we incurred a $4,000 benefit. 10

~~INCOME~~business ~~BEFORE~~combinations, ~~INCOME~~including ~~TAXES~~acquisition costs, contingencies (including contingent assets, contingent liabilities and contingent purchase price), the impacts of partial and step-acquisitions (including the valuation of net assets attributable to non-acquired minority interests) and post-acquisition exit activities of acquired businesses. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting beginning on or after December 15, 2008.

~~Income~~In ~~before~~September 2006, ~~income~~the ~~taxes~~FASB inissued ~~the~~SFAS ~~second~~No. 157, ~~quarter~~Fair ofValue ~~fiscal~~Measurements ~~year~~(“SFAS ~~2009~~157”). ofThis ~~$259~~standard establishes a framework for measuring fair value in GAAP,~~000~~ ~~decreased~~and ~~substantially~~expands ~~from~~disclosures ~~the~~about ~~second~~fair ~~quarter~~value ~~fiscal~~measurements. ~~year~~SFAS ~~2008~~157 ofdoes ~~$378~~not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. On February 12,~~000~~ 2008, orthe 31FASB issued Staff Position (“FSP”) No.5% SFAS 157-2, Effective Date of FASB Statement No. ~~This~~157, ~~decrease~~which ~~was~~delayed ~~primarily~~the ~~related~~effective todate ~~lower~~of ~~sales~~SFAS ~~resulting~~157 infor anon-financial ~~$1million~~assets ~~decrease~~and liabilities into ~~gross~~fiscal ~~margin~~years beginning after November 15, ~~which~~2008. We ~~was~~adopted ~~partially~~the ~~offset~~provisions byof ~~lower~~SFAS ~~research~~157 for financial assets and ~~development~~financial liabilities on June 29, ~~selling~~2008 and ~~marketing~~will adopt the remaining required provisions for non-financial assets and ~~general~~liabilities on June 28, 2009. The adoption of this standard did not have a material impact on the condensed consolidated financial statements and ~~administrative~~the ~~expenses~~additional adoption is not expected to have a material impact either.

~~INCOME~~In ~~TAXES~~December 2007, the FASB also issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (“SFAS 160”). SFAS 160 requires noncontrolling (minority) interests to be reported as a component of equity on the balance sheet, to include all earnings of a consolidated subsidiary in consolidated results of operations and to treat all transactions between an entity and noncontrolling interest as equity transactions between the parties. SFAS 160 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal years. SFAS 160 will be effective for us during our fiscal year beginning June 28, 2009. We have not yet assessed the impact of adopting SFAS 160.

WeIn ~~recorded~~March a2008, ~~provision~~the ~~for~~FASB ~~income~~issued ~~tax~~SFAS ~~expense~~No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”). SFAS 161 amends and expands the disclosure requirements of ~~$104~~SFAS No. 133,~~000~~ Accounting for Derivative Instruments and ~~$153~~Hedging Activities,~~000~~ ~~for~~and ~~the~~is ~~second~~intended ~~quarter~~to provide users of ~~fiscal~~financial ~~years~~statements ~~2009~~with an enhanced understanding of (1) how and ~~2008~~why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (3) how derivative instruments and related hedged items affect an entity’s financial position, ~~respectively~~financial performance and cash flows. ~~Our~~SFAS 161 is effective ~~income~~for ~~tax~~the ~~rate~~Company ~~for~~beginning ~~both~~June ~~the~~28, ~~second~~2009. ~~quarter~~We ofare ~~fiscal~~currently ~~year~~evaluating ~~2009~~the ~~and~~provisions ~~2008~~of ~~was~~SFAS ~~computed~~161 to bedetermine ~~40%~~the impact on its consolidated financial statements. We do not believe the requirements of SFAS 161 will have a material impact on our consolidated financial statements.

~~NET~~In ~~INCOME~~May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS 162 shall be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with General Accepted Accounting Principles. We have not yet assessed the impact of adopting SFAS 162.

~~Net~~In ~~income~~June ~~decreased $70~~2008,~~000~~ tothe ~~$155~~FASB issued FSP EITF No. 03-6-1,~~000~~ ~~for~~Determining ~~the~~Whether ~~second~~Instruments ~~quarter~~Granted ofin ~~fiscal~~Share-Based ~~year~~Payment ~~2009~~Transactions ~~from~~Are ~~$225~~Participating Securities. The FSP addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and,~~000~~ therefore, need to be included in ~~second~~the ~~quarter~~earnings ofallocation ~~fiscal~~in ~~year~~computing ~~2008~~earnings per share under the two-class method. The ~~primary~~FSP ~~reason~~affects ~~for~~entities that accrue dividends on share-based payment awards during the ~~decrease~~awards’ ~~was~~service ~~reduced~~period ~~gross~~when ~~margin~~the ondividends ~~reduced~~do ~~sales~~not ~~partially~~need ~~offset~~to bybe ~~lower~~returned ~~research~~if ~~and~~the ~~development~~employees forfeit the award. This FSP was effective for fiscal years beginning after December 15, ~~selling~~2008. ~~and~~We ~~marketing~~do ~~and~~not ~~general~~believe ~~and~~the ~~administrative~~requirements ~~expenses~~of EITF No. 03-6-1 will have a material impact on our consolidated financial statements.

~~Comparison~~RESULTS ofOF ~~the twenty-four weeks ended December 13, 2008 to the twenty-four weeks ended December 15, 2007~~OPERATIONS

~~NET~~Comparison ~~PRODUCT~~of ~~SALES~~the sixteen weeks ended April 4, 2009 to the sixteen weeks ended April 5, 2008

By Geographic Region	December 13, 2008		December 15, 2007		% change
USA Sales	$	22,944,000	$	27, 291,000		-15.9%
Europe Sales		12,865,000		13,599,000		-5.4%
Rest of World Sales		1,935,000		328,000		489.9%
Net Product Sales	$	37,744,000	$	41,218,000		-8.4%

NET PRODUCT SALES

By Channel	December 13, 2008		December 15, 2007		% change
On Board Services	$	9,070,000	$	11,969,000		-24.2%
Food Service		6,217,000		6,627,000		-6.2%
Retail		9,357,000		11,912,000		-21.4%
Military		10,663,000		7,019,000		51.9%
National Restaurant Chain		2,437,000		3,691,000		-34.0%
Net Product Sales	$	37,744,000	$	41,218,000		-8.4%


By Geographic Region	April 4, 2009		April 5, 2008		% change
USA Sales	$	12,683,000	$	16,641,000		-23.8	%
Europe Sales		6,493,000		8,570,000		-24.2	%
Rest of World Sales		1,918,000		34,000		5,541.2	%
Net Product Sales	$	21,094,000	$	25,245,000		-16.4	%

Net product sales for the first two quarters of fiscal year 2009 decreased $3,474,000, or 8.4%, below the first two quarters of fiscal year 2008 net product sales of $41,218,000. We do not have any defined segments since all of our products are similarly produced despite the sales channel or area of distribution. Net service revenues from training and education classes was $306,000 for the first two quarters of fiscal 2009 and, as this is a new area of growth for us, there is no prior year comparison. For the first two quarters of fiscal year 2009 we had a gain in our Military channel of 51.9% reflecting strong re-ordering from a new military distributor located overseas (this was also the reason for the big increase in rest of world sales). All other channels suffered as a result of the economic situation and were off from prior year. On Board Services is down 24.2% from the first two quarters of fiscal year 2008 as a result of cutbacks in flights and passengers. Food Service is down 6.2% from the first two quarters of fiscal year 2008 as a result of cutbacks in banqueting, parties and travel. Retail is down 21.4% from the first two quarters of fiscal year 2008 as a result of reduced promotions at Costco. National Restaurant Chains is down 34.0% from the first two quarters of fiscal year 2008 as a result of delays in introductions of new menu items at certain chains. While we consider channel information helpful to the reader we cannot forecast any particular trends for our sales as a result of such information. Although we expect stronger demand for our sales and services over the course of fiscal 2009, we believe that general economic conditions will adversely impact customer spending in our various sales channels. Our sales development cycle can run over one year in certain markets before recognizing a sale.


By Channel	April 4, 2009		April 5, 2008		% change
On Board Services	$	5,016,000	$	6,139,000		-18.3	%
Food Service		2,945,000		4,316,000		-31.8	%
Retail		4,516,000		5,789,000		-22.0	%
Military		7,241,000		5,862,000		23.5	%
National Restaurant Chains		1,376,000		3,139,000		-56.2	%
Net Product Sales	$	21,094,000	$	25,245,000		-16.4	%

~~GROSS~~Net ~~MARGIN~~product sales for the third quarter of fiscal year 2009 decreased $4,151,000, or 16.4%, from the third quarter of fiscal year 2008 net product sales of $25,245,000. We do not have any defined segments since all of our products are similarly produced despite the sales channel or area of distribution. Net service revenues from training and education classes was $321,000 for the third quarter of fiscal 2009, this is a new area of growth with no prior year comparison. For the third quarter of fiscal year 2009 we had improvement in our Military channel reflecting strong re-ordering from a new military distributor located overseas (this was also the reason for the big increase in rest of world sales). All other channels suffered as a result of the economic situation and were significantly less than prior year. On Board Services is down 18.3% from the third quarter of fiscal year 2008 as a result of further cutbacks in flights and passengers. Food Service is down 31.8% from the third quarter of fiscal year 2008 as a result of reduced banqueting, parties and travel. Retail is down 22.0% from the third quarter of fiscal year 2008, primarily due to reduced consumer consumption. National Restaurant Chains is down 56.2% from the third quarter of fiscal year 2008 as a result of delays in introductions of new menu items at certain chains. While we consider channel information helpful to the reader we cannot forecast any particular trends for our sales as a result of such information. We expect sales to be flat for at least one more quarter as the economy stagnates. Our sales development cycle can run over one year in certain markets before recognizing a sale.

~~The~~GROSS ~~gross~~MARGIN margin increased during the first two quarters of fiscal year 2009 to 20.5% compared to 20.3% in the prior fiscal year. This product sales margin increase was primarily attributable to improvements in France where we have been working to implement more effective purchasing and production improvements. We expect service margins to improve as the year progresses with stronger demand.

~~RESEARCH~~The ~~AND~~gross ~~DEVELOPMENT~~margin ~~EXPENSES~~decreased during the third quarter of fiscal year 2009 to 18.0% compared to 19.6% in the prior year. This product sales margin decrease was primarily attributable to reduced production volumes as a result of reduced customer demand and on the product mix included in the increased military sales.

~~Research~~RESEARCH ~~and~~AND ~~development~~DEVELOPMENT expenses decreased in the first two quarters of fiscal year 2009 to $463,000 from the first two quarters of fiscal year 2008 of $499,000, a 7.2% decrease. Most of the research and development costs are incurred well before an actual sale and the cycle can last over one year in certain markets. The expense decrease is primarily related to decreased compensation costs of $52,000, offset by increased consulting fees of $26,000.EXPENSES

~~SELLING~~Research ~~AND~~and ~~MARKETING~~development ~~EXPENSES~~expenses decreased in the third quarter of fiscal year 2009 to $294,000 from the third quarter of fiscal year 2008 of $320,000, an 8.1% decrease. Most of the research and development costs are incurred well before an actual sale and the cycle can last over one year in certain markets. The expense decrease is primarily related to decreased compensation costs of $31,000.

~~Our~~SELLING ~~sales~~AND ~~and~~MARKETING ~~marketing~~EXPENSES teams are focused on customers primarily in the USA and Europe. Expenses for the first two quarters of fiscal year 2009 decreased $163,000 to $3,686,000, or 4.2%, over the first two quarters of fiscal year 2008 expense of $3,849,000 (selling and marketing expenses represented 9.7% and 9.3% of revenue for the first two quarters of fiscal years 2009 and 2008, respectively). This decrease was primarily related to decreased promotional costs of $242,000 offset partially by increased salaries of $90,000 from additional sales personnel.

~~GENERAL~~Our ~~AND~~sales ~~ADMINISTRATIVE~~and ~~EXPENSES~~marketing teams are focused on customers primarily in the USA and Europe. Expenses for the third quarter of fiscal year 2009 decreased $518,000 to $1,933,000, or 21.1%, over the third quarter of fiscal year 2008 expense of $2,451,000 (selling and marketing expenses represented 9.0% and 9.7% of revenue for the third quarters of fiscal years 2009 and 2008, respectively). This decrease was primarily related to reductions in our Spain office expenses of $272,000, decreased compensation costs of $130,000 and promotion costs of $104,000.

~~General~~GENERAL ~~and~~AND ~~administrative~~ADMINISTRATIVE ~~expenses~~EXPENSES for the first two quarters of fiscal year 2009 decreased $450,000 to $3,025,000, or 12.9%, over the first two quarters of prior fiscal year 2008 expenses of $3,475,000 (general and administrative expenses represented 8.0% and 8.4% of revenue for the first two quarters of fiscal years 2009 and 2008, respectively). This decrease was primarily due to decreased salaries and bonuses of $580,000, decreased travel of $68,000 and decreased consulting of $71,000 offset partially by increased equity compensation costs on recently issued restricted stock units of $164,000, increased broker fees of $101,000 and increased costs for the new ERP system of $50,000.

~~NON-OPERATING~~General ~~EXPENSE~~and administrative expenses for the third quarter of fiscal year 2009 decreased $470,000 to

Non-operating expense increased by $11,000 in the first two quarters of fiscal year 2009 from $139,000 in first two quarters of fiscal year 2008 primarily due to other expense increase of $45,000 offset by reduced interest expense of $34,000 on reduced borrowings. 12

~~MINORITY~~$2,476,000, ~~INTEREST~~or 16.0%, over the third quarter of prior fiscal year 2008 expenses of $2,946,000 (general and administrative expenses represented 11.6% and 11.7% of revenue for the third quarters of fiscal years 2009 and 2008, respectively). This decrease was primarily due to decreased compensation costs of $638,000 due to personnel reductions in Europe and US partially offset by compensation on recently issued restricted stock units of $117,000.

~~CREA,~~NON-OPERATING ~~our~~EXPENSE subsidiary in which we own an 84% interest, experienced a loss during the first two quarters of fiscal year 2009. As a result, the holders of the 16% minority interest in CREA incurred a $4,000 expense and we incurred a $4,000 benefit.

9Non-operating expense increased to $102,000 in the third quarter of fiscal year 2009 from $8,000 in third quarter of fiscal year 2008, due primarily to other expense of $16,000 in the third quarter of fiscal year 2009 compared to the third quarter of prior fiscal year 2008 non-recurring other income of $141,000.

~~INCOME~~MINORITY ~~BEFORE INCOME TAXES~~ INTEREST

~~Income~~CREA, ~~before~~our ~~income~~French ~~taxes~~consulting subsidiary in ~~the~~which ~~first~~we ~~two~~own ~~quarters~~an of84% ~~fiscal~~interest, ~~year~~experienced ~~2009~~a ofsmall ~~$484,000~~gain ~~increased~~during ~~$95,000 from~~ the ~~first~~third ~~two~~quarter ~~quarters~~of fiscal year ~~2008~~2009. As ofa ~~$389~~result,~~000,~~ orthe ~~24.4%.~~holders ~~This~~of ~~increase~~the ~~was~~16% ~~primarily~~minority ~~related~~interest toin ~~slightly~~CREA ~~higher~~incurred ~~gross~~a ~~margin percentages as well as decreased expenses for research and development~~$2,000 ~~selling~~benefit and ~~marketing~~we ~~and~~incurred ~~general~~a ~~and~~$2,000 ~~administrative expenses~~reduction.

LOSS BEFORE INCOME TAXES

WeLoss ~~recorded~~before aincome ~~provision~~taxes ~~for~~in ~~income~~the ~~tax~~third ~~expense~~quarter of fiscal year 2009 was $~~194~~923,000 ~~and~~as compared to the third quarter fiscal year 2008 loss of $~~157~~774,000, ~~for~~an ~~the~~increase ~~first~~of ~~two~~19.3%. This ~~quarters~~increase ofwas ~~fiscal~~primarily ~~years~~related ~~2009~~to ~~and~~lower ~~2008,~~sales ~~respectively~~resulting in a $1.0 ~~Our~~million ~~effective~~decrease ~~income~~in ~~tax~~gross ~~rate~~margin ~~for~~and the ~~first~~loss ~~two~~of ~~quarters~~other ofincome ~~fiscal~~during ~~year~~the ~~2009~~period which was partially offset by lower research and ~~2008~~development, ~~was~~selling ~~computed~~and tomarketing beand ~~40%.~~general and administrative expenses.

~~NET~~ INCOME TAXES

~~Net~~We recorded a benefit for income ~~increased~~tax expense of $58232,000 toand $~~290~~364,000 for the ~~first~~third ~~two~~quarter ~~quarters~~ of fiscal ~~year~~years 2009 ~~from~~and ~~$232~~2008,~~000~~ inrespectively. ~~first~~Our ~~two~~effective income tax rate for the third quarters of fiscal year 2009 and 2008. was 25% and 47%, respectively. The ~~primary~~large ~~reason~~decrease in our effective rate for the ~~increase~~third ~~was~~quarter ~~reduced~~of ~~expenses~~fiscal ~~for~~year ~~research~~2009 ~~and~~related ~~development,~~to ~~selling~~the ~~and~~cumulative ~~marketing~~reversal ~~and~~of ~~general~~state ~~and~~tax ~~administrative~~deferrals ~~expenses~~as a result of us reducing our state filings.

~~LIQUIDITY~~NET ~~AND~~LOSS ~~CAPITAL RESOURCES~~

~~Selected~~Net ~~financial~~loss ~~ratios~~increased at$281,000 to $691,000 for the ~~end~~third quarter of fiscal year 2009 from $410,000 in the ~~second~~third ~~quarters~~quarter of fiscal ~~years~~year ~~2009~~2008. The primary reason for the increased loss was reduced gross margin on reduced sales and ~~2008~~other ~~were~~income aspartially ~~follows:~~offset by lower research and development, selling and marketing and general and administrative costs.

	December 13,		December 15,
	2008		2007
Liquidity Ratios
Current ratio		2.2		1.8
Receivables turnover		8.7		9.6
Days sales in receivables		35.6		38.5
Inventory turnover		5.1		5.6
Days sales in inventory		57.2		67.7
Leverage Ratio
Long-term debt to equity		24.6%		25.1%
Operating Ratios
Return on investment		1.2 %		0.9%
Return on assets		0.7%		0.5%

Comparison of the forty weeks ended April 4, 2009 to the forty weeks ended April 5, 2008

~~Our~~NET ~~primary~~PRODUCT sources of liquidity are cash flows generated from operating activities and existing cash and cash equivalents, short-term investment balances and our credit facilities with various lenders. Cash, cash equivalents, and short-term marketable securities were $796,000 at the end of the second quarter of fiscal year 2009 compared to $593,000 at the end of the second quarter of fiscal year 2008.SALES

During the first two quarters of fiscal year 2009, net cash provided by operating activities was $1,224,000, compared to cash provided of $1,588,000 in the first two quarters of fiscal year 2008. Cash provided by operating activities was primarily from increased depreciation and amortization, changes in deferred tax assets and stock-based compensation increases.


By Geographic Region	April 4, 2009		April 5, 2008		% change
USA Sales	$	35,627,000	$	43,932,000		-18.9	%
Europe Sales		19,358,000		22,169,000		-12.7	%
Rest of World Sales		3,853,000		362,000		964.4	%
Net Product Sales	$	58,838,000	$	66,463,000		-11.5	%

Net cash used in investing activities was $547,000 in the first two quarters of fiscal year 2009, compared to $1,562,000 in the first two quarters of fiscal year 2008. The decrease was due primarily to reduced capital expenditures from delays in our new office construction. Projected capital expenditures for fiscal year 2009 have been reduced and estimated to be between $3,000,000 and $5,000,000.


By Channel	April 4, 2009		April 5, 2008		% change
On Board Services	$	14,086,000	$	18,108,000		-22.2	%
Food Service		9,162,000		10,943,000		-16.3	%
Retail		13,873,000		17,701,000		-21.6	%
Military		17,904,000		12,881,000		39.0	%
National Restaurant Chain		3,813,000		6,830,000		-44.2	%
Net Product Sales	$	58,838,000	$	66,463,000		-11.5	%

Net cash used in financing activities was $748,000 in the first two quarters of fiscal year 2009, compared to $37,000 in the first two quarters of fiscal year 2008 due to reduced borrowings and repayments of our line-of-credit. 13

WeNet ~~believe~~product ~~that~~sales ~~our~~of ~~cash~~$58,838,000 ~~cash~~for ~~equivalents~~the ~~and~~first three quarters of fiscal year 2009 decreased $7,625,000, or 11.5%, below the first three quarters of fiscal year 2008 net ~~cash~~product ~~provided~~sales byof ~~operations~~$66,463,000. We ~~will~~do benot ~~sufficient~~have toany ~~fund~~defined segments since all of our ~~operations~~products ~~for~~are similarly produced despite the ~~next~~sales ~~twelve~~channel ~~months~~or atarea ~~current~~of ~~spending~~distribution. Net ~~levels~~service revenues from training and education classes was $627,000 ~~without~~for ~~considering~~the ~~any~~first ~~substantial~~three ~~drawdowns~~quarters onof ~~our~~fiscal ~~two~~2009, ~~outstanding~~this ~~credit~~is ~~facilities~~a new area of growth with ~~our~~no ~~lender~~prior year comparison. For Wethe ~~are~~first ~~focusing~~three ~~our~~quarters of fiscal year 2009 ~~business~~we ~~plan~~had onan ~~reducing~~increase ~~costs,~~in ~~improving~~our ~~margins~~Military ~~and~~channel ~~reducing~~of ~~capital~~39.0% ~~expenditures,~~reflecting ~~and~~strong were-ordering ~~intend~~from toa ~~continually~~new ~~monitor~~military ~~and~~distributor ~~adjust~~located ~~our~~overseas ~~business~~(this ~~plan~~was also the reason for the big increase in rest of world sales). On Board Services is down 22.2% from the first three quarters of fiscal year 2008 as ~~necessary~~a toresult ~~respond~~of tocontinued ~~developments~~cutbacks in ~~our~~flights ~~business,~~and passengers. Food Service is down 16.3% from the ~~food~~first ~~industry~~three quarters of fiscal year 2008 as a result of reduced banqueting, parties and travel. Retail is down 21.6% from the ~~broader~~first ~~economy~~three quarters of fiscal year 2008 primarily as a result of reduced promotions at Costco. National InRestaurant ~~addition,~~Chains weis ~~have~~down ~~taken~~44.2% ~~action~~from the first three quarters of fiscal year 2008 as a result of delays in introductions of new menu items at certain chains. While we consider channel information helpful to the ~~second~~reader ~~quarter~~we ~~and~~cannot ~~third~~forecast ~~quarter~~any particular trends for our sales as a result of ~~2009~~such information. We expect sales to ~~reduce~~be ~~our~~flat ~~costs~~for byat ~~reducing~~least ~~our~~one ~~workforce~~more byquarter 46as ~~full~~the ~~time~~economy ~~employees~~stagnates. Our ~~resulting~~sales indevelopment ~~estimated~~cycle ~~savings~~can ofrun ~~approximately~~over ~~$2,000,000~~one year in ~~expenses~~certain onmarkets anbefore ~~annualized~~recognizing ~~basis~~a sale.

10GROSS MARGIN

ToThe ~~fund~~gross ~~any~~margin ~~cash~~decreased ~~flow~~during ~~shortfalls,~~the ~~we have a maximum aggregate borrowing amount of $13.5 million under our two main credit facilities. Both facilities bear an annual interest rate of LIBOR plus 2.25%. The~~ first ~~line~~three ofquarters ~~credit, with a maximum borrowing amount~~ of ~~$7.5 million~~fiscal ~~and~~year ~~a maturity date of June 15,~~ 2009, isto secured by our accounts receivables and inventory; while the second line of credit, with a maximum borrowing amount of $6 million and a maturity of June 15, 2010, is guaranteed by FIC, an affiliate of ours, and secured by real estate owned by FIC19. ~~As of December 13, 2008 we had no outstanding short-term borrowings on our $~~7~~.5 million~~% ~~and~~compared ~~$6 million~~to ~~credit facilities, respectively~~20.0% ~~However,~~in ~~we may not be able to draw on~~ the ~~full~~prior ~~available~~fiscal ~~balance~~year. This ofproduct ~~our~~sales ~~credit~~margin ~~lines~~decrease ifwas ~~our~~primarily ~~lender~~attributable ~~becomes unwilling or unable~~ to ~~fund~~unabsorbed ~~such~~manufacturing ~~borrowings.~~variances Inin ~~the current economic environment~~France, ~~the~~and ~~chance of a bank failing~~ to ~~meet~~ a ~~funding~~lesser ~~commitment~~degree isthe ~~more likely than under normal circumstances. There can also be no assurance that our credit lines will be renewed or replaced upon their respective maturity dates~~US, ~~however,~~related ~~we fully plan~~ to ~~renew~~reduced ~~our~~production ~~commitment~~volumes. Our ability to renew such credit facility or to enter into a new financing arrangement to replace a credit line could be impaired if the current disruptions in domestic and international financial markets continue or worsen.

~~Challenging~~RESEARCH ~~economic~~AND ~~conditions~~DEVELOPMENT may impair the ability of our customers to pay for products and services for which they have contracted, potentially causing reserves for doubtful accounts and write-offs of accounts receivable to increase. Significant changes in the operations or liquidity for our suppliers, distributors, common carriers or any of the parties with which we conduct our business, now or in the future, could result in lower demand for our products, lower sales, higher costs or other disruptions to our business.EXPENSES

~~Stock~~Research ~~Repurchase~~and ~~Program~~development expenses decreased in the first three quarters of fiscal year 2009 to $757,000 from the first three quarters of fiscal year 2008 of $819,000, a 7.6% decrease. Most of the research and development costs are incurred well before an actual sale and the cycle can last over one year in certain markets. The expense decrease is primarily related to decreased compensation costs of $80,000, offset by increased consulting fees of $49,000.

OnSELLING ~~November 20,~~AND ~~2008,~~MARKETING ~~our~~EXPENSES Board of Directors authorized the repurchase of up to three million shares of our common stock over a three year period. During the second quarter of fiscal 2009, we repurchased an aggregate of 22,500 shares of our common stock at an average price of $0.55, totaling approximately $17,000. The maximum number of shares available for stock repurchases under the approved plan was 2,977,500 shares at December 13, 2008.

~~Depending~~Our ~~upon~~sales ~~market~~and ~~conditions,~~marketing ~~shares~~teams ~~may~~are befocused ~~repurchased~~on ~~from~~customers ~~time~~primarily toin ~~time~~the ~~through~~USA ~~open~~and ~~market~~Europe. Expenses orfor ~~privately~~the ~~negotiated~~first ~~transactions.~~three Wequarters ~~are~~of ~~not~~fiscal ~~obligated~~year 2009 decreased $681,000 to ~~purchase~~$5,619,000, ~~any~~or ~~shares~~10.8%, ~~Subject~~over tothe ~~applicable~~first ~~securities~~three ~~laws,~~quarters ~~repurchases~~of ~~may~~fiscal beyear ~~made~~2008 atexpense ~~such~~of ~~times~~$6,300,000 (selling and inmarketing ~~such~~expenses ~~amounts,~~represented as9.4% ~~our~~and ~~management~~9.5% ~~deems~~of ~~appropriate~~revenue for the first three quarters of fiscal years 2009 and 2008, respectively). This ~~The~~decrease ~~repurchase~~was ~~program~~primarily ~~may~~related beto ~~discontinued~~decreased orpromotional ~~terminated~~costs atof ~~any~~$403,000 ~~time~~and decreased consulting costs of $435,000.

~~Item~~GENERAL 4.AND ADMINISTRATIVE EXPENSES

~~Controls~~General and ~~Procedures~~administrative expenses for the first three quarters of fiscal year 2009 decreased $920,000 to $5,501,000, or 14.3%, over the first three quarters of prior fiscal year 2008 expenses of $6,421,000 (general and administrative expenses represented 9.3% and 9.7% of revenue for the first three quarters of fiscal years 2009 and 2008, respectively). This decrease was primarily due to decreased salaries and bonuses of $1,427,000, decreased travel of $75,000 and decreased consulting of $65,000, partially offset by increased equity compensation costs on recently issued restricted stock units of $280,000, increased broker fees of $86,000 and increased costs for the new ERP system of $98,000.

~~Evaluation~~NON-OPERATING ofEXPENSE ~~Disclosure Controls and Procedures~~

~~Our~~Non-operating ~~management~~expense ~~evaluated~~increased by $105,000 ~~with~~in the ~~participation~~first ofthree ~~our~~quarters ~~principal~~of ~~executive~~fiscal ~~officer~~year ~~and~~2009 ~~our~~from ~~principal financial officer~~$147,000 ~~the~~in ~~effectiveness of~~ the ~~disclosure~~first ~~controls~~three ~~and~~quarters ~~procedures as~~ of ~~the~~fiscal ~~end~~year ~~of the period covered by this quarterly report. Based on that evaluation~~2008, ~~the~~due ~~principal~~primarily ~~executive~~to ~~officer~~other ~~and~~expense ~~principal~~of ~~financial officer concluded that the Company’s disclosure controls and procedures~~$19,000 ~~as defined~~ in ~~Rule 13a-15(e) under~~ the ~~Exchange~~first ~~Act,~~three ~~are~~quarters ~~effective~~of tofiscal ~~ensure~~year ~~that~~2009 ~~information~~compared ~~required~~ to ~~be disclosed in~~ the ~~reports~~first ~~that~~three ~~the~~quarters ~~Company~~of ~~files~~prior orfiscal ~~submits~~year ~~under~~2008 ~~the~~non-recurring ~~Exchange~~other ~~Act~~income ~~is recorded, processed, summarized and reported, within the time periods specified in the rules and forms~~ of ~~the SEC~~$184,000.

~~Limitations on Effectiveness of Controls~~14

~~Our~~MINORITY management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all errors and fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.INTEREST

~~Changes~~CREA, our French consulting subsidiary in ~~Internal~~which ~~Control~~we ~~Over~~own ~~Financial~~an ~~Reporting~~84% interest, is at breakeven for the first three quarters of fiscal year 2009. As a result, the holders of the 16% minority interest in CREA have no benefit or reduction.

~~There~~LOSS ~~have~~BEFORE ~~been~~INCOME noTAXES changes in our internal control over financial reporting that occurred during the quarter ended December 13, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

11Loss before income taxes in the first three quarters of fiscal year 2009 was $439,000, increased $54,000 from the first three quarters fiscal year 2008 of $385,000, an increase of 14.0%. This increase was primarily related to slightly lower gross margin percentages offset somewhat by decreased expenses for research and development, selling and marketing and general and administrative.

~~CUISINE~~INCOME ~~SOLUTIONS, INC.~~TAXES

~~PART~~We ~~II:~~recorded ~~OTHER~~a ~~INFORMATION~~benefit for income taxes of $38,000 and $207,000 for the first three quarters of fiscal years 2009 and 2008, respectively. Our effective income tax rate for the first three quarters of fiscal year 2009 and 2008 was 8.7% and 53.8% respectively.

~~Item~~NET 1.LOSS

~~Legal~~Net ~~Proceedings~~loss increased $223,000 to $401,000 for the first three quarters of fiscal year 2009 from $178,000 in the first three quarters of fiscal year 2008. The primary reason for the increased loss was reduced gross margins on reduced sales and other income, partially offset by reductions in expenses for research and development, selling and marketing and general and administrative costs.

~~Neither~~LIQUIDITY ~~we,~~AND ~~nor~~CAPITAL ~~our subsidiaries are currently subject to any material legal proceeding, nor, to our knowledge, is any material legal proceeding threatened against us or our subsidiaries.~~RESOURCES

~~Item~~Selected ~~1A.~~financial ratios at the end of the third quarters of fiscal years 2009 and 2008 were as follows:

Risk Factors.


	April 4,			April 5,
	2009			2008
Liquidity Ratios
Current ratio		2.0			1.9
Receivables turnover		9.7			9.9
Days sales in receivables		36.7			34.3
Inventory turnover		5.4			8.1
Days sales in inventory		57.8			70.4
Leverage Ratio
Long-term debt to equity		24.2	%		34.0	%
Operating Ratios
Return on investment		-1.7	%		-0.7	%
Return on assets		-1.0	%		-0.4	%

Our ~~business~~primary issources ~~subject~~of toliquidity ~~certain~~are ~~risks~~cash ~~and~~flows ~~events~~generated ~~that,~~from ifoperating ~~they~~activities ~~occur,~~and ~~could~~existing ~~adversely~~cash ~~affect~~and ~~our~~cash ~~financial~~equivalents, ~~condition~~short-term ~~and~~investment ~~results~~balances ~~of operations~~ and ~~the~~our ~~trading~~credit ~~price~~facilities ofwith ~~our~~various ~~stock~~lenders. Cash, ~~For~~cash aequivalents, ~~discussion~~and ofshort-term ~~these~~marketable ~~risks,~~securities ~~please~~were ~~refer~~$825,000 toat the ~~“Risk~~end ~~Factors” section~~ of ~~our~~the ~~Annual~~third ~~Report~~quarter onof ~~Form 10-K for the~~ fiscal year ~~ended~~2009 ~~June 28,~~compared ~~2008~~to ~~filed~~$209,000 byat ~~us with~~ the ~~SEC~~end ~~on September 17, 2008. In connection with our preparation~~ of ~~this quarterly report, management has reviewed and considered these risk factors and has determined that~~ the ~~following~~third ~~risk~~quarter ~~factors~~of ~~should be read in connection with the existing risk factors disclosed in our Annual Report on Form 10-K for the~~ fiscal year ~~ended June 28,~~ 2008.

~~Deterioration~~During the first three quarters of ~~economic~~fiscal ~~conditions~~year ~~could~~2009, ~~negatively~~net ~~impact~~cash ~~our~~provided ~~business~~by operating activities was $2,572,000, compared to net cash provided of $1,309,000 in the first three quarters of fiscal year 2008. Cash provided by operating activities was primarily from increased depreciation and amortization, reduced inventories, changes in deferred tax assets and stock-based compensation increases.

~~Our~~Net ~~business~~cash ~~may~~used ~~be adversely affected by changes~~ in ~~domestic~~investing ~~and/or~~activities ~~international~~was ~~economic conditions~~$1,213,000 ~~including changes~~ in ~~consumer preferences or consumer spending rates, inflation, interest or exchange rates, availability of capital markets and~~ the ~~effects~~first ofthree ~~governmental~~quarters ~~initiatives to manage economic conditions. In the second quarter~~ of fiscal year 2009, wecompared ~~experienced~~to ~~business declines in our On Board Services~~$2, ~~Food Service~~041,000 ~~Retail~~in ~~and National Restaurant Chains sales channels as~~ the ~~negative~~first ~~impact~~three quarters of ~~the~~fiscal ~~economic~~year ~~downturn has spread throughout the U~~2008.S. ~~and~~The ~~Europe.~~decrease ~~Changes~~was indue ~~economic~~primarily ~~conditions could continue~~ to ~~adversely~~reduced ~~affect~~capital ~~the~~expenditures ~~demand~~from ~~for~~delays in our ~~products,~~new ~~the~~office ~~cost~~construction. Projected ~~and~~capital ~~availability~~expenditures offor ~~our~~fiscal ~~needed~~year ~~raw~~2009 ~~materials,~~have ~~cooking~~been ~~ingredients~~reduced and ~~packaging~~are ~~materials,~~estimated orto ~~transportation-related~~be ~~costs,~~between ~~thereby negatively affecting our business~~$2,000,000 ~~operating results~~ and ~~financial condition~~$3,000,000.

~~The recent disruptions in credit and other financial markets and deterioration of national and global economic conditions could, among other things:~~15

·Net cash used in financing activities was $1,368,000 in the first three quarters of fiscal year 2009, compared to net cash provided by financing activities of $299,000 in the first three quarters of fiscal year 2008 due to reduced borrowings under our lines of credit, repayments of our lines of credit and execution of our stock repurchase program.

~~impair~~We believe that our ~~ability~~cash, cash equivalents and net cash provided by operations will be sufficient to ~~comply~~fund our operations for the next twelve months at current spending levels, without considering any substantial drawdown’s on our outstanding credit facilities with our ~~affirmative,~~lenders. We ~~negative~~are focusing our 2009 business plan on reducing costs, orimproving ~~financial~~margins ~~covenants~~and reducing capital expenditures, orand we intend to ~~access~~continually ~~available~~monitor ~~funds~~and adjust our business plan as necessary to respond to developments in our business, ~~under~~the food industry and the broader economy. In addition, we took action in the second and third quarters of 2009 to curtail our ~~credit~~costs ~~lines;~~by reducing our workforce by 46 full-time employees, which we expect will result in estimated savings of approximately $2,000,000 in expenses on an annualized basis.

·To fund any cash flow shortfalls, we have a maximum aggregate U.S. borrowing amount of $13.5 million under our two primary U.S. credit facilities. Both facilities bear an annual interest rate of LIBOR plus 2.25%. The first line of credit, with a maximum borrowing amount of $7.5 million and a maturity date of June 15, 2009, is secured by our accounts receivables and inventory; while the second line of credit, with a maximum borrowing amount of $6 million and a maturity of June 15, 2010, is guaranteed by FIC, an affiliate of ours, and secured by real estate owned by FIC. As of April 4, 2009 we had no outstanding short-term borrowings on our $7.5 million and $6 million U.S. credit facilities. However, we may not be able to draw on the full available balance of our credit lines if our lender becomes unwilling or unable to fund such borrowings. In the current economic environment, the chance of a bank failing to meet a funding commitment is more likely than under normal circumstances. There can also be no assurance that our credit lines will be renewed or replaced upon their respective maturity dates, however, we are in active talks with our lender under the first line of credit. Our ability to renew such credit facility or to enter into a new financing arrangement to replace a credit line could be impaired if the current disruptions in domestic and international financial markets continue or worsen. If we are unable to renew our first line of credit by the expiration date we will utilize the second line of credit until negotiations are successful.

~~make~~Challenging iteconomic ~~more~~conditions ~~difficult~~may orimpair ~~costly~~the ability of our customers to pay for usproducts and services for which they have contracted, potentially causing reserves for doubtful accounts and write-offs of accounts receivable to ~~obtain~~continue ~~financing~~to increase. Significant changes in the operations or liquidity for our ~~operations~~suppliers, distributors, common carriers or ~~investments;~~any of the parties with which we conduct our business, now or in the future, could result in lower demand for our products, decreased sales, higher costs or other disruptions to our business.

·Stock Repurchase Program

~~impair~~On ~~the~~November ~~financial~~20, ~~condition~~2008, our Board of ~~some~~Directors authorized the repurchase of up to three million shares of our ~~customers~~common stock over a three year period. During the second and ~~suppliers~~third ~~thereby~~quarters ~~increasing~~of ~~customer~~fiscal ~~bad~~2009, ~~debts~~we orrepurchased ~~non-performance~~an byaggregate ~~suppliers~~of 168,200 shares of our common stock at an average price of $0.62, totaling approximately $104,000. The maximum number of shares available for stock repurchases under the approved plan was 2,831,800 shares at April 4, 2009.

WeDepending ~~are~~upon ~~unsure~~market ofconditions, ~~the~~shares ~~duration~~may ~~and~~be ~~severity~~repurchased offrom ~~this~~time ~~economic~~to ~~crisis.~~time Ifthrough ~~the~~open ~~crisis~~market ~~persists~~ or ~~worsens~~privately ~~and~~negotiated ~~economic~~transactions. ~~conditions~~We ~~remain~~are ~~weak~~not ~~over~~obligated ato ~~long~~purchase ~~period~~any shares. Subject to applicable securities laws, ~~the~~repurchases ~~likelihood~~may ofbe ~~the~~made ~~crisis~~at ~~having~~such atimes ~~significant~~and ~~impact~~in onsuch amounts, as our ~~business~~management ~~increases~~deems appropriate. The repurchase program may be discontinued or terminated at any time.

~~Economic~~Item ~~conditions~~4. ~~may~~Controls ~~adversely~~and ~~affect our ability to draw on our credits lines or obtain financing from alternative sources on reasonable terms, or at all.~~ Procedures

IfEvaluation our lenders are adversely affected by economic conditions in domestic or international capital markets, they may become unwilling or unable to fund borrowings under their credit facilities with us. In such a case, we might not be able to locate replacement lenders or other sources of ~~financing,~~Disclosure onControls ~~reasonable terms, or at all, which could have a material~~ and ~~adverse impact on our ability to fund working capital, capital expenditures, research and development and other corporate needs.~~ Procedures

WeOur ~~could~~management ~~incur~~evaluated, ~~significant~~with ~~expenses~~the orparticipation ~~shortfalls~~of inour ~~anticipated~~principal ~~cash~~executive ~~generated~~officer asand ~~a result of unanticipated events in~~ our ~~business~~principal orfinancial ~~competitive~~officer, ~~regulatory, or other changes in~~ the ~~markets~~effectiveness inof ~~which we compete. As a result, we may in~~ the ~~future~~disclosure ~~need~~controls toand ~~obtain~~procedures ~~other~~as ~~financing. The availability~~ of ~~such financing is limited by~~ the ~~tightening~~end of the ~~global~~period ~~credit~~covered ~~markets.~~by Inthis ~~addition,~~quarterly ~~the commitments under our existing credit facilities in the U~~report.S. Based ~~expire~~ on ~~June 15,~~that ~~2009 and June 15~~evaluation, ~~2010.~~the ~~Our~~principal ~~ability~~executive toofficer ~~extend or renew these credit facilities or to enter into a new credit facility could be impaired if current market conditions continue or worsen. Lenders may seek more restrictive lending provisions~~ and ~~higher~~principal ~~interest~~financial ~~rates~~officer concluded that ~~may~~the ~~reduce~~Company’s ~~our~~disclosure ~~borrowing~~controls ~~capacity~~ and ~~increase our costs~~procedures, ~~which~~as ~~could~~defined ~~have~~in aRule ~~material~~13a-15(e) ~~adverse~~under ~~effect~~the onExchange ~~our business. If other financing is not available on acceptable terms~~Act, orare ateffective ~~all,~~to weensure ~~may~~that ~~not~~information berequired ~~able~~ to ~~respond~~be ~~adequately~~disclosed toin ~~these~~the ~~changes~~reports orthat ~~maintain our business, which could adversely affect our operating results and~~ the ~~market~~Company ~~price~~files ofor ~~our~~submits ~~common stock.~~

1216

~~Item~~under 2the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC.

~~Unregistered~~Limitations ~~Sales~~on ofEffectiveness ~~Equity Securities and Use~~ of ~~Proceeds~~Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all errors and fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. The ~~following~~design ~~table~~of ~~sets~~any ~~forth~~system of controls also is based in part upon certain assumptions about the ~~information~~likelihood onof ~~our~~future ~~common~~events, ~~stock~~and ~~repurchase~~there ~~program~~can ~~activity~~be ~~for~~no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the ~~second~~degree ~~quarter~~of compliance with the policies or procedures may deteriorate. Because of ~~fiscal~~the ~~2009:~~inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Period

Total # of Shares Purchased

Average Price Paid per Share

Total # of Shares Purchased as Part of Publicly Announced Program (1)

Maximum # of Shares that May Yet Be Purchased Under the Program

9/21/2008 – 10/18/2008

––

10/19/2008 – 11/15/2008

––

11/16/2008 – 12/13/2008

22,500

0.5494

22,500

2,977,500

Total

22,500

0.5494

22,500

2,977,500

Changes in Internal Control Over Financial Reporting

~~———————~~There have been no changes in our internal control over financial reporting that occurred during the quarter ended April 4, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~(1)~~17

OnCUISINE ~~November 20~~SOLUTIONS, ~~2008, our Board of Directors authorized the repurchase of up to three million shares of our common stock over a three year period~~INC.

~~Item~~PART 3.II: OTHER INFORMATION

~~Defaults~~Item ~~Upon~~1. ~~Senior~~Legal ~~Securities~~Proceedings.

~~Not~~Neither ~~applicable~~we, nor our subsidiaries are currently subject to any material legal proceeding, nor, to our knowledge, is any material legal proceeding threatened against us or our subsidiaries.

Item 41A. Risk Factors.

~~Submission~~Our ofbusiness ~~Matters~~is subject to certain risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our stock. For a ~~Vote~~discussion of ~~Security~~these ~~Holders~~risks, please refer to the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended June 28, 2008 filed by us with the SEC on September 17, 2008 and the Company’s Quarterly Report on Form 10-Q for the quarter ended December 13, 2008 as filed with the SEC on January 22, 2009. In connection with our preparation of this quarterly report, management has reviewed and considered these risk factors and has determined that the following risk factors should be read in connection with the existing risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended June 28, 2008 and the Company’s Quarterly Report on Form 10-Q for the quarter ended December 13, 2008.

OnItem ~~October 23,~~2. ~~2008,~~Unregistered ~~after~~Sales ~~proper notice to all stockholders, we held our 2008 Annual Meeting~~ of ~~Stockholders~~Equity ~~for~~Securities ~~the~~and ~~purpose~~Use of electing eight directors. At the meeting, the individuals identified below were elected directors to hold office until our 2009 Annual Meeting of Stockholders. The following sets forth the voting tabulation for each director:Proceeds

Nominee	Shares voted for		Authority withheld
Jean-Louis Vilgrain		13,296,162		1,208,062
Stanislas Vilgrain		13,392,242		1,111,982
Charles C. McGettigan		14,499,652		4,572
Sebastien Vilgrain		13,369,502		1,134,722
Robert van Roijen		14,499,804		4,420
Hugues Prince		13,297,614		1,206,610
John D. Firestone		14,500,004		4,220
Robert N. Herman		14,500,004		4,220

The following table sets forth the details of our common stock repurchase program activity for the third quarter of fiscal 2009:

Item 5.


Period	Total # of Shares Purchased		Average Price Paid per Share		Total # of Shares Purchased as Part of Publicly Announced Program (1)		Maximum # of Shares that May Yet Be Purchased Under the Program
11/16/2008 – 12/13/2008		22,500	$	0.5494		22,500		2,977,500
12/14/2008 – 1/10/2009		136,700		0.6091		136,700		2,840,800
1/11/2009 – 2/7/2009		9,000		0.9242		9,000		2,831,800
2/8/2009 – 3/7/2009		––		––		––		––
3/8/2009 – 4/4/2009		––		––		––		––
Total		168,200	$	0.6191		168,200		2,831,800

~~Other Information~~———————

On(1) ~~January 19, 2009, Hugues Prince resigned as a member of the Board of Directors of the Company, effective January 19, 2009.~~

~~Item~~On 6November 20, 2008, our Board of Directors authorized the repurchase of up to three million shares of our common stock over a three year period.

~~Exhibits~~Item 3. Defaults Upon Senior Securities

~~See~~Not ~~the exhibit index~~applicable.

13Item 4. Submission of Matters to a Vote of Security Holders

~~SIGNATURES~~Not applicable.

~~Pursuant~~Item to5. ~~the~~Other ~~requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Information

~~CUISINE~~Not ~~SOLUTIONS, INC~~applicable. ~~(registrant) By: /s/RONALD ZILKOWSKI Ronald Zilkowski Chief Financial Officer, Treasurer and Corporate Secretary (Principal Financial Officer and Principal Accounting Officer)~~

~~Date: January 22,~~Item ~~2009~~6. Exhibits

14See the exhibit index.

~~Exhibit Index~~18

Exhibit
Number		Description
3.1		Second Amended and restated Certificate of Incorporation incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on form 8-K filed on October 31, 2007.
3.2		Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on form 8-K filed on February 14, 2008.
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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

Date: May 14, 2009


	CUISINE SOLUTIONS, INC.
	(registrant)


	By:	/s/ RONALD ZILKOWSKI
		Ronald Zilkowski Chief Financial Officer, Treasurer and Corporate Secretary
		(Principal Financial Officer and Principal Accounting Officer)

Exhibit Index


Exhibit Number		Description
3.1		Second Amended and Restated Certificate of Incorporation incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on October 31, 2007.
3.2		Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on February 14, 2008.
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
32.1		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002.

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