SUPREMA SPECIALTIES INC, S-2/A, 1996-05-17

SUPREMA SPECIALTIES INC
S-2/A, 1996-05-17
GROCERIES & RELATED PRODUCTS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1996

REGISTRATION NO. 333-3862
=============================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------

AMENDMENT NO. 1
TO
FORM S-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------
SUPREMA SPECIALTIES, INC.
(Name of registrant as specified in its charter)
------
New York 510 East 35th Street 11-2662625
(State or jurisdiction Paterson, New Jersey 07543 (I.R.S. employer
of incorporation or (201) 684-2900 identification
organization) number)
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------
Mark Cocchiola, President
510 East 35th Street
Paterson, New Jersey 07543
(201) 684-2900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------
Copies to:
Barry S. Rutcofsky, Esq. Dennis J. Doucette, Esq.
Jay H. Diamond, Esq. James A. Mercer, III, Esq.
Tenzer Greenblatt LLP Luce Forward Hamilton & Scripps
405 Lexington Avenue 600 West Broadway, Suite 2600
New York, New York 10174 San Diego, California 92101
Telephone: (212) 885-5000 Telephone: (619) 236-1414
Telecopier: (212) 885-5001 Telecopier: (619) 232-8311

Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box [ ]

If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box [ ]

If the registrant elects to deliver its latest annual report to
security-holders, or a complete and legible facsimile thereof, pursuant to
item 11(a)(1) of this form, check the following box. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the
same offering. [ ]____

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]____

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
=============================================================================

<PAGE>
SUPREMA SPECIALTIES, INC.
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K

<TABLE>
<CAPTION>
Form S-2 Item and Caption Location in Prospectus
----------------------------------------------------- --------------------------------------------------
<S> <C>
1. Forepart of the Registration Statement and Outside Front Cover Page
Outside Front Cover Page of Prospectus

2. Inside Front and Outside Back Cover Pages of Inside Front and Outside Back Cover Page
Prospectus

3. Summary Information, Risk Factors and Ratio of Prospectus Summary; Risk Factors
Earnings to Fixed Charges

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Price Outside Front Cover Page; Underwriting

6. Dilution Dilution

7. Selling Security Holders Selling Stockholders

8. Plan of Distribution Outside Front Cover Page; Underwriting

9. Description of Securities to be Registered Description of Securities

10. Interests of Named Experts and Counsel Experts

11. Information with Respect to the Registrant Prospectus Summary; Dividend Policy; Selected
Financial Data; Management's Discussion and
Analysis of Financial Condition and Results of
Operations; Business; Financial Statements

12. Incorporation of Certain Information by Reference Incorporation of Certain Documents by Reference

13. Disclosure of Commission Position on *
Indemnification for Securities Act Liabilities
</TABLE>

- ------
* Not applicable.

<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

SUBJECT TO COMPLETION - DATED MAY 17, 1996

[LOGO]

1,500,000 SHARES
SUPREMA SPECIALTIES, INC.
COMMON STOCK

Of the 1,500,000 shares (the "Shares") of Common Stock, par value $.01 per
share of Suprema Specialties, Inc., a New York corporation ("Suprema" or the
"Company"), to be offered and sold by the Underwriter, 1,000,000 of the
Shares will be sold by the Company and 500,000 shares will be sold by certain
stockholders (the "Selling Stockholders") of the Company. The Company will
not realize any proceeds from the sale of Shares for the account of the
Selling Stockholders. See "Selling Stockholders."

The Common Stock is quoted on the Nasdaq National Market under the symbol
"CHEZ." The last sale price of the Common Stock on May 8, 1996, as reported
by the Nasdaq National Market, was $5.625 per share.
------

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 6.

------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- -----------------------------------------------------------------------------
Underwriting Proceeds to
Price to Discounts and Proceeds to Selling
Public Commissions(1) Company(2) Stockholders
- -----------------------------------------------------------------------------
Per Share $ $ $
- -----------------------------------------------------------------------------
Total(3) .... $ $ $
- -----------------------------------------------------------------------------

(1) The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."

(2) Before deducting expenses payable by the Company, estimated to be
$_______.

(3) The Company has granted the Underwriter an option, exercisable within 45
days of the date hereof, to purchase an aggregate of up to 225,000
additional shares of Common Stock at the Price to Public less
Underwriting Discounts and Commissions to cover over-allotments, if any.
If all such additional shares are purchased, the total Price to Public,
Underwriting Discounts and Commissions and Proceeds to Company will be
$_______, $__________ and $___________, respectively. See "Underwriting."

The Common Stock is offered by the Underwriter subject to delivery by the
Company and acceptance by the Underwriter, to prior sale and withdrawal,
cancellation or modification of the offer without notice. Delivery of the
shares to the Underwriter is expected to be made at the offices on or about
____________, 1996.
, 1996

SENTRA SECURITIES CORPORATION

<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission located at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at 500 West Madison Street, Suite 1400 Chicago, Illinois 60661 and 7
World Trade Center, New York, New York 10048. Copies of such material can
also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

The Company has filed with the Securities and Exchange Commission
("Commission") a Registration Statement with respect to the Securities
offered by this Prospectus. This Prospectus omits certain information
contained in the Registration Statement as permitted by the Rules and
Regulations of the Securities and Exchange Commission. For further
information, reference is made to the Registration Statement and to the
Exhibits filed therewith, which may be examined without charge at the
Commission's principal office in Washington, D.C. or its regional office in
New York City, and copies of all or any part thereof may be obtained from the
Commission upon payment of certain fees prescribed by the Commission.
Statements contained in this Prospectus as to the contents of any contract or
other document referred to are not complete and where such contract or other
document is an exhibit to the Registration Statement, each such statement is
deemed to be qualified in all respects by the provisions of the exhibit.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed with the Commission are hereby
incorporated by reference:

1. The Company's Annual Report on form 10-K for the fiscal year ended June
30, 1995.

2. The Company's Quarterly Reports on Form 10-Q for the three month
periods ended September 30 and December 31, 1995 and March 31, 1996.

3. The Company's Proxy Statement dated October 12, 1995.

4. The Company's Form 8-K dated March 26, 1996.

Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which are not included herewith, other than exhibits to such documents.
Requests for such copies should be directed to the Secretary of the Company,
Suprema Specialties, Inc., 510 East 35th Street, Paterson, New Jersey 07543,
telephone number (201) 684-2900.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER AND SELLING GROUP
MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK
ON NASDAQ IN ACCORDANCE WITH RULE 10b-6A UNDER THE SECURITIES EXCHANGE ACT OF
1934. SEE "UNDERWRITING."

<PAGE>
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, contained
elsewhere in this Prospectus. Prospective investors are urged to read this
Prospectus in its entirety. Unless otherwise indicated, all share and per
share data and information in this Prospectus (i) have been adjusted to give
effect to the conversion of all of the outstanding shares of Preferred Stock
into 500,000 shares of Common Stock which will occur upon completion of this
Offering and (ii) assumes no exercise of the Underwriter's overallotment
option to purchase 225,000 additional shares from the Company. See
"Description of Securities" and "Underwriting."

THE COMPANY

Suprema Specialties, Inc. (the "Company") manufactures, processes and
markets a variety of premium, gourmet natural cheese products, using fine
quality domestic and imported cheeses. The Company's product line, which it
markets under the Suprema Di Avellino(R) brand name, consists primarily of
domestic mozzarella, ricotta and provolone cheeses, grated and shredded
parmesan and romano cheeses, and imported parmesan and pecorino romano
cheeses, including "lite" versions of certain of these products containing
less fat and fewer calories. The Company's cheese products are natural,
containing no preservatives, additives, sweeteners, dehydrated fillers or
artificial flavorings. The Company packages a significant portion of its
products in convenient, resealable, clear plastic cups and shakers in order
to maximize freshness and taste and enhance visual appeal, which the Company
believes promotes the premium, gourmet image of its products.

The markets for natural, Italian variety and shredded cheese products have
grown substantially in recent years. According to the most recently published
cheese industry report prepared by Business Trends Analysts, sales of natural
cheese products by United States manufacturers increased from $5.6 billion in
1982 to $9.2 billion in 1993 and are projected to reach approximately $11.7
billion by the year 2002. The Company believes that natural cheese is widely
regarded as being of higher quality, better tasting and more nutritious than
processed cheese. Since its inception, the Company has sought to capitalize
on opportunities arising from these expanding markets, focusing its efforts
primarily on developing and expanding its line of natural, Italian variety
cheeses, a fast-growing segment of the cheese industry. As a result of such
efforts, the Company has achieved steadily increasing levels of revenues.

The Company sells its cheese products to food service industry
distributors, which distribute cheese products to restaurants, hotels and
caterers; food manufacturers; and supermarkets and other retail customers,
including grocery stores, delicatessens and gourmet shops. The Company's
supermarket customers include several regional chain stores, such as King
Kullen, Shop-Rite, Acme, Price Costco, BJ's, Food Town, Stop'N Shop, Safeway,
D'Agostino's, Von's, Super Valu, Giant, Ralph's, Pathmark and Lucky's. For
the year ended June 30, 1995 and the nine months ended March 31, 1996, sales
of bulk cheese products to food service industry distributors, food
manufacturers and retail outlets on a private label basis accounted for 42% of
the Company's revenues.

The Company has increasingly emphasized the marketing and sale of domestic
Italian variety cheese products manufactured at its Manteca, California
facility. For the year ended June 30, 1995 and the nine months ended March 31,
1996, sales of mozzarella, ricotta and provolone cheese products manufactured at
such facility accounted for approximately 61.8% and 68.9%, respectively, of the
Company's revenues. The Company also processes natural cheese products, which
involves shredding, grating and packaging, at its facility in Paterson, New
Jersey. These facilities serve as distribution points for various geographic
markets throughout the United States.

The Company intends to use the proceeds of this offering to expand its
operations by establishing additional manufacturing facilities. The Company,
prior to this Offering, will enter into (a) a lease with various milk

3
<PAGE>

cooperatives, pursuant to which the Company will lease an existing 72,000 square
foot cheese manufacturing facility in Ogdensburg, New York (the "Ogdensburg
Facility") and (b) an agreement with Allied Federated Co-ops Incorporated
("Allied") pursuant to which the Company will purchase its requirements of milk
to be used in the manufacture of cheese products at such facility. Due to the
Ogdensburg Facility's proximity to key domestic and Canadian markets, the
Company believes that it will be able to reduce costs by supplying Northeast
markets currently being supplied by the Company's California facility and
position itself to capitalize on future growth opportunities. The Company plans
to purchase new state-of-the-art manufacturing equipment and make leasehold
improvements to the Ogdensburg Facility to maximize potential performance
levels. There can be no assurance that the Company will be able to successfully
establish such facility or otherwise expand its operations.

The Company was incorporated under the laws of the State of New York in
August 1983. The Company's executive offices are located at 510 East 35th
Street, Paterson, New Jersey 07543, and its telephone number is (201)
684-2900.

THE OFFERING

Common Stock offered by the
Company...................... 1,000,000 shares (1)

Common Stock offered by the
Selling Stockholders......... 500,000 shares

Common Stock to be outstanding
after the offering........... 4,256,900 shares (1)

Use of Proceeds................ The Company intends to use the net proceeds
of this offering to purchase equipment and
make leasehold improvements to the
Ogdensburg Facility and the balance, if any,
for working capital and general corporate
purposes. See "Use of Proceeds."

Risk Factors................... The shares offered hereby involve a high
degree of risk. See "Risk Factors."

NASDAQ Symbol.................. CHEZ

- ------
(1) Calculated based on shares outstanding as of March 15, 1996. Does not
include (i) 150,000 shares issuable upon exercise of warrants issued to
the designees of the Underwriter of this offering (the "Underwriter's
Warrants"), (ii) 524,980 shares issuable upon exercise of outstanding
options and warrants granted to suppliers and other third parties, (iii)
348,000 shares issuable upon exercise of options granted under the
Company's 1991 Employee Stock Option Plan (the "Option Plan") and (iv)
102,000 shares reserved for issuance upon the exercise of options
available for future grant under the Option Plan. See "Management --
Stock Option Plan" and "Description of Securities."

4
<PAGE>
SUMMARY FINANCIAL INFORMATION

The following summary financial information should be read in conjunction
with the financial statements and notes thereto appearing elsewhere in this
Prospectus.

STATEMENTS OF OPERATIONS DATA:

<TABLE>
<CAPTION>
Nine Months
Ended
March 31, Year Ended June 30,
---------------------- ----------------------------------
1996 1995 1995 1994 1993
--------- --------- --------- --------- ---------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>

Net Sales ....................... $46,531 $39,060 $52,109 $31,996 $27,399
Net income ...................... 1,054 639 912 429 621
Net income per common share ..... .31 .23 .32 .20 .28
Weighted average number of shares
outstanding .................... 3,085 2,335 2,369 2,191 2,213
</TABLE>

BALANCE SHEET DATA:

<TABLE>
<CAPTION>
March 31, 1996
--------------------------------
Actual As Adjusted(1)
--------- --------------
(In thousands)
<S> <C> <C>

Working capital ..................... $16,440 $21,140
Total assets ........................ 37,788 42,488
Long term debt and redeemable warrant . 21,170 21,170
Shareholders' equity ................ 9,283 13,983
</TABLE>

- ------
(1) Gives effect to the sale of the Common Stock offered hereby and the
application of the estimated net proceeds therefrom. See "Use of
Proceeds."

5
<PAGE>
RISK FACTORS

The shares offered hereby involve a high degree of risk. Prospective
investors should carefully consider the following risk factors before making
an investment in the Company.

Absence of Substantial Profitability; Future Operating Results. Although
the Company has achieved steadily increasing levels of revenues, the Company
operates on a "low-margin" basis and has achieved only limited profitability.
The Company's operating expenses have increased and can be expected to
increase significantly in connection with the Company's proposed expansion
(which will require the Company to make significant up-front capital and
other expenditures to develop and operate the Ogdensburg Facility and pay
salaries of additional personnel). Accordingly, the Company's future
profitability will depend upon corresponding increases in revenues from
operations. Unfavorable general economic conditions, including possible
future downturns in the economy, increases in the price of milk or other raw
materials or increased competition, could adversely affect the Company's
future operating results. There can be no assurance that the Company's rate
of revenue growth will continue in the future or that the Company's
operations will be profitable. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Financial Statements.

Uncertainty of Facility Development and Performance; Dependence on
Allied. The Company has agreed to lease the Ogdensburg Facility. Such
facility's performance and prospects will be significantly affected by the
Company's ability to complete development of such facility (including
purchasing capital equipment and making leasehold improvements); hire and
retain skilled management, technical and other personnel; and generate a
sufficient level of customer orders to operate such facility at a capacity
necessary to offset current and anticipated labor and other costs. There can
be assurance that the Company will be able to successfully develop the
Ogdensburg Facility on a timely and cost-effective basis or that
unanticipated expenses, technical problems or difficulties will not result in
significantly increased costs or material delays in its implementation. The
Ogdensburg Facility is not currently in operation and there is limited
information available concerning such facility's potential performance. The
Company has limited experience in developing and operating manufacturing
facilities and there can be no assurance that the Ogdensburg Facility will
operate profitably. Any inability to successfully complete development or
operate the Ogdensburg Facility at profitable levels, particularly in
instances in which the Company has made significant capital investments,
could have a material adverse effect on the Company.

The Company's agreement with Allied provides that the Company will
purchase all of its requirements of milk (subject to specified minimum
amounts) used in the manufacture of cheese products at the Ogdensburg
Facility from Allied. Failure by Allied to provide milk products to the
Company, in the absence of alternative sources of supply, could also have a
adverse effect on the Company. See "Business -- Proposed Ogdensburg
Facility."

Dependence on Foreign Sources of Supply and Principal Suppliers. A
significant portion of the Company's bulk cheese requirements are
manufactured by foreign producers located principally in Italy and Argentina.
For the year ended June 30, 1995 and the nine months ended March 31, 1996,
the Company purchased 16% and 21%, respectively of its cheese requirements
from foreign sources. Accordingly, the Company is subject to various risks
inherent in foreign trade, including economic and political instability,
shipping delays, fluctuations in foreign currency exchange rates and custom
duties and import quotas and other trade restrictions, all of which could
have a significant impact on the Company's operating margins and its ability
to obtain supplies and deliver products on a timely and competitive basis.
Parmesan cheese imported from Argentina is currently subject to United States
import quotas and custom duties. There are currently no quotas or custom
duties imposed on pecorino romano cheese imported into the United States from
Italy. Imposition or significant increases in the level of custom duties or
import quotas could have an adverse effect on the Company.

The Company is also dependent on a limited number of third-party suppliers
for all of its requirements of bulk cheese products and raw materials,
primarily milk used in the manufacture of cheese products at its California
facility. For the year ended June 30, 1995 and the nine months ended March
31, 1996, the Company's three largest suppliers in the aggregate accounted
for approximately 54.6% and 59.8%, respectively, of the Company's product

6
<PAGE>

requirements, with one milk supplier accounting for 30.3% and 38.5%,
respectively, of such requirements. The Company does not maintain agreements
with any of its suppliers other than Allied and purchases bulk cheese and milk
products pursuant to purchase orders placed from time to time in the ordinary
course of business. Failure or delay by principal suppliers in supplying cheese
and milk products to the Company on favorable terms, or at all, could result in
material interruptions in the Company's operations. See "Business -- Suppliers."

Dependence on Principal Customers. An increasing portion of the Company's
revenues has been derived from a concentrated customer base. For the year
ended June 30, 1995 and the nine months ended March 31, 1996, sales of cheese
products to the Company's five largest customers accounted for approximately
40.3% and 43.8%, respectively, of the Company's revenues. The Company does
not maintain agreements with any of its customers which purchase cheese
products pursuant to purchase orders placed from time to time in the ordinary
course of business. The loss of certain of the Company's principal customers
could have an adverse effect on the Company's financial condition and results
of operations. See "Business -- Customers."

Significant Industry Competition. The Company faces significant
competition in the marketing and sale of its products. The Company's products
compete for consumer recognition and shelf space with cheese products which
have achieved significant national, regional and local brand name recognition
and consumer loyalty, including such product brands as Kraft, Sorrento,
Sargento and Polly-O. The Company also competes with other importers of
foreign cheese and companies manufacturing substitute cheese products. These
products are marketed by companies with significantly greater financial,
manufacturing, marketing, distribution, personnel and other resources than
the Company, thereby permitting such companies to procure supermarket shelf
space and to implement extensive advertising and promotional programs, both
generally and in response to efforts by additional competitors to enter into
new markets and market new products. The food industry is also characterized
by the frequent introduction of new products, accompanied by substantial
promotional campaigns. There can be no assurance that the Company will be
able to continue to complete successfully, particularly as it seeks to enter
into new markets. See "Business -- Competition."

Changing Consumer Preferences. The Company is subject to changing consumer
preferences and nutritional and health-related concerns. The Company's
business could be affected by certain consumer concerns about dairy products,
such as the cholesterol, calorie, sodium, lactose and fat content of such
products, and the Company could become subject to increased competition from
companies whose products or marketing strategies address these consumer
concerns. See "Business -- Products" and " -- Customers."

Substantial Outstanding Indebtedness; Loan Covenants and Security
Interests. In order to finance the Company's expanded operations, the Company
has incurred substantial indebtedness. Of the Company's total indebtedness of
$21,169,573 (including redeemable warrants) outstanding at March 31, 1996,
approximately $9,400,000 was outstanding under term loans and a revolving
line of credit with NatWest Bank (the "Bank") and $5,000,000 was outstanding
under a Subordinated Loan Agreement with CoreStates Enterprises Fund
("CoreStates"). Substantially all of the Company's assets are pledged to the
Bank as collateral and the Company is prohibited from incurring additional
indebtedness, which could, under certain circumstances, limit the Company's
ability to implement its proposed expansion. In addition to covenants
requiring the maintenance of certain financial ratios, the Company's loan
agreements with the Bank and Corestates prohibit the Company from
consummating transactions which would materially alter the capital structure
of the Company, selling all or substantially all of the Company's assets or
declaring or paying cash dividends on the Common Stock, and place limitations
on capital expenditures and liens. In the event of a violation by the Company
of any of its loan covenants or other default by the Company on its
obligations to the Bank, the Bank could declare the Company's indebtedness to
be immediately due and payable and foreclose on the Company's assets, which
would have a material adverse effect on the Company. As of the date of this
Prospectus, the Company was in compliance with the terms of its loan
agreement with the Bank or has otherwise obtained all waivers and consents
from the Bank, including in connection with this Offering. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Dependence on Offering Proceeds; Possible Need for Additional Financing. The
Company is dependent on and intends to use the proceeds of this Offering to
establish manufacturing operations at the Ogdensburg Facility. Based on the

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<PAGE>

Company's currently proposed plans and assumptions relating to the Ogdensburg
Facility (including the timetable of, and costs associated with, facility
development), the Company anticipates that the proceeds of this Offering,
together with projected cash flow from operations and available cash resources,
including available borrowings under its line of credit with the Bank, will be
sufficient to commence operations at the Ogdensburg Facility on or about July 1,
1996 and otherwise satisfy its contemplated cash requirements for the
foreseeable future. In the event that the Company's assumptions change or prove
to be inaccurate or if the proceeds of this Offering or projected cash flow from
operations prove to be insufficient to implement the Company's proposed
development activities and otherwise fund operations (due to unanticipated
expenses or technical or other problems), the Company could be required to seek
additional financing. There can be no assurance that the proceeds of this
Offering will be sufficient to permit the Company to implement facility
development and engage in profitable manufacturing operations at the Ogdensburg
Facility. To the extent that the proceeds of this Offering are not sufficient to
enable the Company to do so, the inability to obtain additional financing could
have an adverse effect on the Company. See "Use of Proceeds" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Government Regulation. The Company is subject to extensive regulation by
the United States Food and Drug Administration, the United States Department
of Agriculture, and by other state and local authorities in jurisdictions in
which the Company's products are manufactured, processed or sold. Among other
things, these regulations govern the manufacturing, importation, processing,
packaging, storage, distribution and labeling of the Company's products.
Applicable statutes and regulations governing cheese products include
"standards of identity" for the content of specific types of cheese;
nutritional labeling and serving size requirements; and general "Good
Manufacturing Practices" with respect to manufacturing and production
processes. The Company's manufacturing and processing facilities and products
are also subject to periodic compliance inspections by federal, state and
local authorities. The Company believes that it is in compliance with all
laws and regulations governing its operations and has obtained all licenses
and permits necessary for the conduct of its business. Amendments to existing
statutes and regulations, adoption of new statutes and regulations and the
Company's expansion into new operations and jurisdictions (including the
Ogdensburg Facility) will require the Company to obtain additional licenses
and permits and could require the Company to adapt or alter methods of
operations at costs which could be substantial. There can be no assurance
that the Company will be able, for financial or other reasons, to comply with
applicable laws and regulations and licensing requirements. Failure to comply
with applicable laws and regulations could subject the Company to civil
remedies, including fines, injunctions, recalls or seizures, as well as
possible criminal sanctions, which could have a material adverse effect on
the Company. See "Business -- Government Regulation."

Control by Officers and Directors. Upon the consummation of this Offering,
the current officers and directors of the Company will continue to
beneficially own 31% of the then issued and outstanding shares of Common
Stock. Accordingly, the current officers and directors will be able to exert
significant influence over the election of the Company's directors and
generally direct the affairs of the Company. See "Management" and "Principal
Shareholders."

Dependence upon Key Personnel. The success of the Company is largely
dependent on the personal efforts of Mark Cocchiola, its Chairman, President
and Chief Executive Officer and Paul Lauriero, its Executive Vice President.
Although the Company has entered into employment agreements with each of
Messrs. Cocchiola and Lauriero, the loss of the services of either of such
individuals could have a material adverse effect on the Company's business
and prospects. The Company has obtained "key man" life insurance in the
amount of $1,000,000 on each of the lives of Messrs. Cocchiola and Lauriero.
The success of the Company is also dependent upon its ability to hire and
retain additional qualified marketing, technical and other personnel and
there can be no assurance that the Company will be able to do so. See
"Management."

Shares Eligible for Future Sale; Registration Rights. Upon consummation of
this Offering, the Company will have outstanding 4,256,900 shares of Common
Stock, of which the 1,500,000 shares of Common stock being offered hereby and
1,765,700 additional shares of Common stock will be freely tradeable without
restriction under the Securities Act of 1933, as amended (the "Securities
Act"). All of the remaining 991,200 shares outstanding are "restricted
securities" (as that term is defined under Rule 144 promulgated under the

8
<PAGE>
Securities Act) eligible for sale under such rule. The Company has granted
registration rights to the holders of another 524,980 shares of Common Stock
issuable upon the exercise of outstanding warrants. No prediction can be made
as to the effect, if any, that sales of shares of Common Stock or the
availability of such shares for sale will have on the market prices
prevailing from time to time. Nevertheless, the possibility that substantial
amounts of Common Stock may be sold in the public market may adversely affect
prevailing market prices for the Common Stock and could impair the Company's
ability to raise capital through the sale of its equity securities. See
"Shares Eligible for Future Sale."

No Dividends. The Company has not paid any cash dividends on its Common
Stock to date and does not expect to pay dividends for the foreseeable
future. Under existing loan agreements with its principal lender, the Company
is not permitted to pay dividends without the lender's consent. See "Dividend
Policy."

Preferred Stock. The Company's Certificate of Incorporation authorizes the
issuance of Two Million Five Hundred Thousand (2,500,000) Shares of Preferred
Stock with such designations, rights and preferences as may be determined
from time to time by the Company's Board of Directors. Accordingly, the Board
of Directors is empowered, without shareholder approval, to issue Preferred
Stock with dividend, liquidation, conversion, voting, or other rights that
could adversely affect the voting power or other rights of the holders of the
Company's Common Stock. Although the Company has no present intention of
issuing any additional shares of Preferred Stock, it can give no assurance
that it will not issue Preferred Stock in the future. See "Description of
Capital Stock -- Preferred Stock."

Certain Anti-takeover Provisions. Certain provisions of the Company's
Certificate of Incorporation and its Share Purchase Rights Plan could have
the effect, either alone or in combination with each other, of making more
difficult, or discouraging an acquisition of the Company deemed undesirable
by its Board of Directors. Under the Company's Certificate of Incorporation
there are approximately 4,600,000 unreserved shares of Common Stock and
2,000,000 shares of Preferred Stock available for future issuance without
Shareholder approval as of April 1, 1996, assuming the completion of this
Offering. The Share Purchase Rights Plan, commonly known as a "poison pill,"
in the event that an individual or entity acquires 15% of the outstanding
shares of the Company, allows stockholders other than the acquiror to
purchase additional shares of the Company's Common Stock for a fixed price.
The existence of authorized but unissued capital stock, together with the
existence of the Share Purchase Rights Plan could have the effect of
discouraging an acquisition of the Company.

9
<PAGE>
DILUTION

The net tangible book value of the Company as of March 31, 1996 was
approximately $8,174,000 or $2.96 per share of Common Stock. Net tangible
book value per common share represents the amount of total tangible assets of
the Company less the amount of total liabilities and preferred stock, divided
by the number of shares of Common stock outstanding. Without giving effect to
any changes in net tangible book value after March 31, 1996, other than the
conversion of the Convertible Preferred Stock, and the sale of the Shares
(assuming net proceeds to the Company of $4.70 per Share, after deducting
underwriting commissions and discounts and other expenses of the Offering,
assuming that the Underwriter's over-allotment option is not exercised, and
recognizing that the Company will not receive any proceeds from the sale of
Shares by the Selling Stockholders), the pro forma net tangible book value of
the Company at March 31, 1996 would have been approximately $13,983,000 or
$3.28 per Share. This represents an immediate increase in net tangible book
value of $0.32 per share of Common Stock held by the existing shareholders of
the Company, and an immediate dilution of $2.345 per Share to new investors
purchasing Shares at the public offering price. "Dilution" per share is
determined by subtracting pro forma net tangible book value per share after
the Offering from the amount paid for a Share in the Offering. If the
Underwriter's over-allotment option is exercised in full, the pro forma net
tangible book value per common share would be $3.36, which would result in
dilution to new investors of $2.265 per Share.

The following table illustrates the dilution in net tangible book value
per Share to new investors as of March 31, 1996, assuming that the
Underwriter's over-allotment option is not exercised.

<TABLE>
<CAPTION>
<S> <C> <C>
Public offering price per Share ................................... $5.625
Net tangible book value per common share as of March 31, 1996 . $ 2.96
Increase in net tangible book value per share attributable
to Shares offered hereby ...................................... $ 0.32
Pro forma net tangible book value per common share after Offering . $ 3.82
Dilution to new investors ......................................... $2.345
========
</TABLE>

10
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the sale of 1,000,000 shares of
Common Stock offered hereby by the Company is estimated to be $4,700,000
($5,757,000 if the Underwriter's over-allotment option is exercised in full).
The Company will not receive any proceeds from the sale of Shares by the
Selling Stockholders. The Company expects to use all of the net proceeds
principally in connection with development of the Ogdensburg Facility, which
will be leased by the Company at or prior to the closing of this Offering.
The Company intends to equip the facility with more efficient production
equipment which the Company believes will increase the profitability of the
Ogdensburg operation. The Company expects that during the next 12 to 18
months that it will spend approximately $4,200,000 on machinery and equipment
and approximately $500,000 on leasehold improvements to the Ogdensburg
Facility.

If the Underwriter exercises its over-allotment option in full, the
Company will realize additional net proceeds of approximately $1,057,000,
which will be added to the Company's working capital and will be used for
general corporate purposes.

The Company anticipates, based on currently proposed plans and assumptions
relating to its operations and expansion plans, that the proceeds of this
Offering, together with projected cash flow, will be sufficient to satisfy
its contemplated cash requirements for at least twelve months following the
consummation of this Offering. The allocation of net proceeds of this
Offering set forth above represents the Company's best estimates based upon
its current plans and certain assumptions regarding industry and general
economic conditions and the Company's future revenues and expenditures. If
any of these factors change, the Company may find it necessary or advisable
to reallocate some of the proceeds within the above-described categories or
to use portions thereof for other purposes.

From time to time the Company has considered and evaluated various
possible acquisition opportunities. As of the date of this Prospectus, the
Company has no agreements, commitments, arrangements or understandings with
respect to any acquisition. In the event that the Company were to make an
acquisition, the Company may find it necessary to reallocate some of the
proceeds within the categories described above, or the Company may be
required to seek additional financing. There can be no assurance that
additional financing will be available on commercially reasonable terms, or
at all.

Proceeds not immediately required for the purposes described above will be
invested principally in United States government securities, short-term
certificates of deposit, money market funds or other short-term
interest-bearing investments.

11
<PAGE>
PRICE RANGE OF COMMON STOCK

The Company's Common Stock has been traded in the over-the-counter market
and quoted on the NASDAQ System under the symbol "CHEZ" since April 25, 1991.
On March 22, 1993, the Company's stock commenced trading on the NASDAQ
National Market System. The following table sets forth the high and low last
reported sale prices of the Company's Common Stock for the periods indicated
below. The following quotes represent inter-dealer quotations without
adjustment for retail markups, markdowns or commissions and may not
necessarily represent the prices of actual transactions.

High Low
-------- -------
Year Ended June 30, 1994

First Quarter 7 1/4 3 13/16
Second Quarter 4 3/4 3 1/4
Third Quarter 4 5/8 2 1/4
Fourth Quarter 2 3/4 2

Year Ended June 30, 1995

First Quarter 2 11/16 2 1/8
Second Quarter 3 3/8 2 3/8
Third Quarter 3 3/4 2 1/2
Fourth Quarter 3 5/8 2 25/32

Year Ended June 30, 1996

First Quarter 6 2 13/16
Second Quarter 6 1/4 4 1/4
Third Quarter 6 1/8 4 1/4
Fourth Quarter (through May 1) 5 13/16 5 3/8

The closing price of the Common Stock on May 8, 1996 was $5.625.

As of March 31, 1996 the number of record holders of the Company's Common
Stock was 92. The Company believes that this number does not include an
estimated 1,000 beneficial owners of the Company's Common Stock who currently
hold such securities in the name of depository institutions.

DIVIDEND POLICY

To date, the Company has not declared or paid any cash dividends on its
Common Stock. During fiscal year 1995 the Company paid $150,000 of dividends
on the outstanding shares of redeemable convertible preferred stock, all of
which shares are being converted into Common Stock in connection with this
Offering. The payment of dividends, if any, in the future is within the
discretion of the Board of Directors and will depend upon the Company's
earnings, its capital requirements and financial condition and other relevant
factors. The Company presently intends to retain all earnings to finance the
Company's continued growth and development of its business and does not
expect to declare or pay any cash dividends in the foreseeable future. The
Company's agreement with its bank prohibits the payment of cash dividends
(other than dividends on the Preferred Stock).

12
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company as of
March 31, 1996 and as adjusted to give effect to the sale of the 1,000,000
shares of Common Stock offered by the Company hereby and the application of
the estimated net proceeds therefrom as well as the conversion of 500,000
shares of redeemable convertible preferred stock by the Selling Stockholders
into 500,000 shares of Common Stock.

<TABLE>
<CAPTION>
March 31, 1996
------------------------------
Actual As Adjusted
------------- -------------
<S> <C> <C>
Long term debt and capital lease obligations ................................. $20,069,573 $20,069,573
Redeemable warrant ........................................................... 1,100,000 1,100,000
Shareholders' equity: ........................................................
Preferred Stock, $.01 par value, 2,500,000 shares authorized, 500,000
shares of redeemable convertible preferred stock issued and
outstanding at March 31, 1996 ......................................... 1,108,977 --
Common Stock, $.01 par value, 10,000,000 shares authorized; 2,756,900
issued and outstanding 4,256,900 issued and outstanding, as adjusted... 27,570 42,570
Additional paid-in capital ................................................... 4,588,644 10,382,621
Retained Earnings ............................................................ 3,557,601 3,557,601
----------- -----------
Shareholders' equity ......................................................... $ 9,282,792 $13,982,792
----------- -----------
Total capitalization ....................................................... $30,452,365 $35,152,365
=========== ===========
</TABLE>

13
<PAGE>
SELECTED FINANCIAL INFORMATION

The following selected consolidated financial information is derived from,
and should be read in connection with, the consolidated financial statements
of the Company contained elsewhere herein.

<TABLE>
<CAPTION>
Nine Months ended March 31, Years Ended June 30,
---------------------------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
-------- -------- --------- --------- --------- --------- ---------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>

Earnings Statement Data:
Net Sales ...................................... 46,531 39,060 $52,109 $31,996 $27,399 $23,526 $15,544
Earnings per common share before
cumulative effect of accounting
change ....................................... 1,054 639 912 504 621 335 142
Net Earnings ................................... 1,054 639 912 429 621 335 142
Earnings Per Share before
cumulative effect of accounting
change ........................................ .31 .23 .32 .23 .28 .16 .09
Earnings per common share ...................... .31 .23 .32 .20 .28 .16 .09
Weighed Average Common Shares
Outstanding(1) ............................... 3,085 2,335 2,369 2,191 2,213 2,139 1,611

</TABLE>

- ------
1. See Footnote 12 to Notes to Consolidated Financial Statements.

<TABLE>
<CAPTION>
March 31, June 30,
----------- ------------------------------------------------------------
1996 1995 1994 1993 1992 1991
----------- --------- -------------- --------- -------- --------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>

Balance Sheet Data: ............
Total Assets ................... $37,788 $27,212 $16,746 $12,610 $9,663 $6,144
Working Capital ................ 16,440 11,209 8,384 2,447 2,031 2,574
Long Term Obligations (including
capital lease obligations and
amounts due to affiliates) .... 20,070 13,310 7,099 1,776 2,053 878
Total Liabilities .............. 27,406 19,811 11,600 8,296 5,971 2,937
Redeemable Warrant ............. 1,100 -- -- -- -- --
Stockholders' Equity ........... 9,283 7,401 5,146 4,313 3,692 3,207

</TABLE>

14
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage
of revenues represented by certain items reflected in the Company's
Statements of Earnings.

<TABLE>
<CAPTION>
Percentage of Revenues
----------------------
Nine Months Nine Months Year Year Year
Ended Ended Ended Ended Ended
March 31, March 31, June 30, June 30, June 30,
1996 1995 1995 1994 1993
------------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>

Net Sales .......................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales ...................... 78.8 78.2 77.4 77.5 79.0
------------- ------------- ---------- ---------- ----------
Gross margin ....................... 21.2 21.8 22.6 22.5 21.0
Selling and shipping expenses ...... 12.6 15.4 15.6 13.9 13.9
General and administrative expenses . 3.0 3.7 3.7 5.0 5.5
Interest expense ................... 2.5 1.2 1.3 1.4 1.4
Other Income ....................... (0.8) (1.2) (1.0) (0.1) (3.7)
------------- ------------- ---------- ---------- ----------
Earnings before income taxes ....... 3.9 2.7 3.0 2.3 3.9
Income taxes ....................... 1.6 1.1 1.2 .7 1.6
------------- ------------- ---------- ---------- ----------
Earnings before cumulative effect of
accounting change ................. 2.3 1.6 1.8 1.6 2.3
Cumulative effect of accounting .... -- -- -- .3 --
------------- ------------- ---------- ---------- ----------
Net earnings ....................... 2.3% 1.5% 1.8% 1.3% 2.3%
============= ============= ========== ========== ==========

</TABLE>

15
<PAGE>
QUARTERLY RESULTS OF OPERATIONS

The following table presents certain unaudited quarterly financial
information for the eight quarters ended March 31, 1996. In the opinion of
the Company's management, this information has been prepared on the same
basis as the financial statements appearing elsewhere in this Prospectus and
includes all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the financial results set forth herein. Results
of operations for any previous quarter are not necessarily indicative of
results for any future period.

<TABLE>
<CAPTION>
Quarters Ended
------------------------------------------------------------------------------------------------
June 30, September 30, December 31, March 31, June 30, September 30, December 31, March 31,
1994 1994 1994 1995 1995 1995 1995 1996
------- ------------ ----------- --------- ------- ------------- ----------- ---------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Net sales ................... $9,600 $ 12,058 $ 13,671 $ 13,331 $ 13,049 $ 14,899 $ 15,329 $ 16,302
Cost of sales ................ 7,278 9,662 10,551 10,315 9,822 11,740 12,266 12,640
Gross profit ................. 2,322 2,396 3,120 3,016 3,227 3,159 3,062 3,662
Operating expenses ........... 2,073 1,962 2,843 2,658 2,581 2,482 2,287 2,538
Income from operations ....... 249 434 277 358 646 677 775 1,124
Other income (expense),
net ........................ (59) (110) 79 46 (184) (227) (23) (503)
Income before income
taxes ....................... 190 324 356 404 462 450 752 621
Income taxes ................. 12 130 144 170 189 194 322 254
-------- -------- -------- -------- -------- -------- -------- --------
Net income ................... 178 194 212 234 273 256 431 367
-------- -------- -------- -------- -------- -------- -------- --------
As a Percentage of Net
Sales:
Net Sales .................... 100% 100% 100% 100% 100% 100% 100% 100%
Cost of sales ................ 76% 80% 77% 77% 75% 79% 80% 78%
Gross profit ................. 24% 20% 23% 23% 25% 21% 20% 22%
Operating expenses ........... 22% 16% 21% 20% 20% 17% 15% 16%
Income from operations ....... 3% 4% 2% 3% 5% 5% 5% 7%
Other income (expense),
net ........................ -1% -1% 1% 0% -1% -2% -0% -3%
Income before income taxes ... 2% 3% 3% 3% 4% 3% 5% 4%
Income taxes ................. 0% 1% 1% 1% 1% 1% 2% 2%
Net income ................... 2% 2% 2% 2% 2% 2% 3% 2%

</TABLE>

NINE MONTHS ENDED MARCH 31, 1996 AND 1995.

Net sales for the nine month period ended March 31, 1996 were
approximately $46,531,000 as compared to approximately $39,060,000 for the
nine months ended March 31, 1995, an increase of approximately $7,471,000 or
19.1%. This increase reflects higher sales volume for food service and food
ingredient products manufactured at the Company's Manteca California
facility.

The Company's gross margin increased by approximately $1,352,000, from
approximately $8,532,000 in the nine month period ended March 31, 1995 to
approximately $9,884,000 in the nine month period ended March 31, 1996,
primarily as a result of the increased sales volume. The Company's gross
margin as a percentage of sales decreased from 21.8% in the nine months ended
March 31, 1995 to 21.2% for the comparable nine month period in 1996. The
decrease in gross margin as a percentage of sales was due primarily to the
costs incurred with the start-up of the new mozzarella production facility
during the three months ended December 31, 1995.

Selling and shipping expenses decreased by approximately $140,000 from
approximately $6,015,000 for the nine month period ended March 31, 1995 to
approximately $5,875,000 for the nine month period ended March 31, 1996. As a
percentage of sales, selling and shipping expenses decreased from 15.4% for
the nine month period ended March 31, 1995 to 12.6% for the nine month period
ended March 31, 1996. This decrease is primarily the result of the Company's
increased revenue growth, as well as a decrease in commission expense during
the nine months ended March 31, 1996.

16
<PAGE>

General and administrative expenses decreased by approximately $15,000
from approximately $1,447,000 for the nine month period ended March 31, 1995
to $1,432,000 for the comparable period in 1996. As a percentage of sales,
G&A expenses decreased to 3.1% for the nine month period ended March 31, 1996
from 3.7% for the comparable period in 1995 as a result of the Company's
revenue growth in the current nine month period.

Net interest expense increased to approximately $1,165,000 for the nine
month period ended March 31, 1996 from approximately $469,000 for the nine
month period ended March 31, 1995. The increase was due primarily to the
Company's increased borrowing and lease financing obligations.

Other income decreased from approximately $483,000 in the nine month
period ended March 31, 1995 to approximately $413,000 in the nine month
period ended March 31, 1996, primarily as a result of other income associated
with the payment in full of the note pertaining to the licensing agreement
during the nine month period ended March 31, 1996 as compared to an
approximate $378,000 gain on the sale of excess production equipment and
deferred income of approximately $105,000 during the nine month period ended
March 31, 1995.

The provision for income taxes for the nine month period ended March 31,
1996 increased by $326,000 compared to the nine month period ended March 31,
1995 as a result of increased taxable income.

Net earnings applicable to common stock increased to approximately
$941,000 in the nine months ended March 31, 1996 from approximately $527,000
in the comparable period in 1995, or approximately $414,000. The increase in
net earnings applicable to common stock is primarily due to the increase in
gross margin accompanied by a decrease in selling and shipping charges
partially offset by an increase in interest expense and a decrease in other
income.

Years Ended June 30, 1995 and 1994. Net sales for the fiscal year ended
June, 30, 1995 were approximately $52,109,000, as compared to approximately
$31,996,000 for the fiscal year ended June 30, 1994, an increase of
approximately $20,113,000 or 62.9%. This increase reflects higher sales
volume for food service and food ingredient products manufactured by the
Company's California facility and, to a lesser extent, for its retail soft
cheese products.

The Company's gross margin increased by approximately $4,564,000 from
approximately $7,195,000 in the year ended June 30, 1994 to approximately
$11,759,000 in the year ended June 30, 1995, primarily as a result of the
increased volume in the food service and food ingredient products. The
Company's gross margin as a percentage of sales increased slightly to 22.6%
for the year ended June 30, 1995 versus 22.5% for the comparable period last
year.

Selling and shipping expenses increased by approximately $3,673,000 in
fiscal year 1995 from approximately $4,460,000 in fiscal 1994 to
approximately $8,133,000. As a percentage of sales, selling and shipping
expenses increased from 13.9% to 15.6% respectively. This increase is
primarily due to the additional advertising and promotional allowances
offered in support of the Company's increased volumes, and increased shipping
charges.

General and administrative expenses increased by approximately $311,000 to
approximately $1,911,000 for the year ended June 30, 1995 as compared to
$1,600,000 for the year ended June 30, 1994. This increase is primarily due
to the increased expenses incurred in connection with the Company's increased
sales including increased payroll expenses necessary to support the increased
revenues. As a percentage of sales, however, general and administrative
expenses decreased to 3.7% in fiscal year 1995 from 5.0% in fiscal year 1994.

Interest expense increased to approximately $997,000 (of which $253,000
was capitalized) for the year ended June 30, 1995 from approximately $433,000
for the year ended June 30, 1994, or an increase of approximately $564,000.
The increase was primarily due to the Company's increased borrowing to
finance working capital as well as lease financing requirements for the
California facility expansion.

Other income of approximately $520,000 for fiscal year 1995, was primarily
the result of an approximate $370,000 gain on the sale of excess production
equipment.

17
<PAGE>
The provision for income taxes for the year ended June 30, 1995 increased
by $398,000 compared to the year ended June 30, 1994, as a result of
increased taxable income. Effective July 1, 1993, the Company adopted the
provisions of Financial Accounting Standard Number 109 (Accounting for Income
Taxes), which resulted in a net charge for the cumulative effect of an
accounting change of $75,000 in the year ended June 30, 1994.

The effective tax rate increased to 41.0% from 31.8% primarily as a result
of the utilization of the NOL carryforward in Fiscal 1994.

Net earnings applicable to common stock increased to approximately
$762,000 in the year ended June 30, 1995 from approximately $429,000 in the
year ended June 30, 1994, or approximately $333,000. The increase in net
earnings applicable to common stock is due to the increase in gross margin as
a result of increased volume, and other income, partially offset by the
increase in promotional and advertising expenses and an increase in shipping
expenses.

Years Ended June 30, 1994 and 1993. Net sales for the fiscal year ended
June 30, 1994 were approximately $31,996,000, as compared to approximately
$27,399,000 for the fiscal year ended June 30, 1993, an increase of
approximately $4,597,000, or 16.8%. This increase was the result of higher
sales volume for food service products manufactured by the Company's
California facility and for its continuing retail products. These increases
were partially offset by a decline in net sales of the Company's retail
ricotta and mozzarella business which resulted from the Company entering into
a license agreement, which has since been terminated, granting the licensee
the right to manufacture and sell the Company's soft cheese products to the
retail sector.

The Company's gross margin as a percentage of revenues increased from
21.0% in the year ended June 30, 1993 to 22.5% in the year ended June 30,
1994. The increase in gross margin as a percentage of net sales was due
primarily to higher than normal costs in 1993 associated with the
establishment of manufacturing operations in Manteca and low margin sales in
1993 made in connection with the transition to the licensing of the soft
cheese products for sale to the retail markets.

Selling and shipping expenses as a percentage of revenues remained level
at 13.9% in both fiscal 1994 and 1993.

General and administrative expenses increased from approximately
$1,504,000 in fiscal 1993 to approximately $1,600,000 in fiscal 1994,
however, as a percentage of sales, general and administrative expenses
decreased from 5.5% in fiscal 1993 to 5.0% in fiscal 1994.

Net interest expense increased to $433,000 for the year ended June 30,
1994 from $381,000 for the year ended June 30, 1993. The increase was the
result of the Company's expanded borrowing and lease financing requirements
necessary to finance working capital needs and capital additions.

Net earnings as a percentage of revenues decreased for the year ended June
30, 1994 to 1.3% from 2.3% in the prior year. This decrease was due to the
income from the licensing of the Company's retail mozzarella and ricotta line
to a third party being included in fiscal year 1993, offset by the increase
in revenues and gross margin-percentage described above.

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1996 the Company had working capital of approximately
$16,789,000 as compared with $11,209,000 at June 30, 1995, an increase of
approximately $5,580,000. The increase in working capital is primarily due to
increased sales and an increase in pre-paid expenses and other current assets
as a result of the conversion of two marketing service agreements which have
been terminated, and the pre-payment of the licensing agreement partially
offset by the increase in accounts payable and current portion of long-term
obligations.

The Company has a bank revolving credit facility that, in January 1996,
was amended to increase the bank's potential commitment to $12,000,000
through June 1996 and then to $15,000,000 through October 1997 (see Note 6 of
notes to financial statements). At March 31, 1996 the Company's total
outstanding debt to the bank was $9,400,000.

18
<PAGE>

The Company also typically finances equipment purchases through capital
lease financing transactions. At March 31, 1996, the Company had obligations
of approximately $5,619,000 under capital leases, including $1,743,000 under
capital lease agreements entered into in the nine month period ended March
31, 1996. The increase in lease obligations is due to the capital leases
entered into in connection with the expansion of the Company's Manteca,
California facility.

On March 29, 1996, the Company purchased its Paterson production facility
which it previously had leased, financed by a mortgage loan from NatWest
Bank, N.A. Proceeds of the loan amounted to $1,050,000, of which $686,250 was
used in connection with the payment of the remaining obligation to the
landlord/seller. The balance of the proceeds, $363,750 is currently held in
an escrow account (included in cash on the balance sheet) from which the
Company will draw to complete its expansion of a 3,200 square foot
refrigerated storage facility. The five-year note, which bears interest at
8.51% per annum, is being amortized at a fifteen year rate with a balloon
payment of approximately $840,000 at the end of year five. At March 31, 1996,
the Company had obligations of approximately $1,050,000 under mortgage
payable.

On October 25, 1995, the Company entered into a Subordinated Loan
Agreement with CoresStates Enterprise Fund which provided the Company with
$5,000,000 (see note 7 of notes to the financial statements).

Management believes that with an increase in its line of credit facility
from $9,000,000 to $12,000,000 initially, and then to $15,000,000 and the
subordinated loan that the Company has adequate working capital to meet its
reasonably foreseeable cash requirements.

Net cash used in operating activities in the nine month period ended March
31, 1996 was approximately $5,061,000 as compared to $1,484,000 in the
comparable period of the prior year. The use of cash in operations was
primarily the result of increases in inventories and accounts receivable,
prepaid expenses and other current assets and other assets, partially offset
by an increase in net earnings as adjusted for non-cash expenses, and
increases in accounts payable and deferred income taxes. Accounts receivable
and inventories were increased in support of the Company's increased
revenues, prepaid expenses, other current assets and other assets were
increased due to the payment of a licensing agreement, which has since been
terminated, granting the licensee the right to manufacture and sell the
Company's soft cheese products to the retail markets (see notes 4 and 5 of
notes to financial statements). The cash used in operations was financed
through cash flow from financing activities. Net cash used in investing
activities in the nine month period ended March 31, 1996 was approximately
$1,263,000, as compared to $886,000 in the nine month period ended March 31,
1995, as a result of continued expenditures for fixed assets (including
capital equipment utilized in the Company's California manufacturing
facility). As a result, at March 31, 1996 the Company had cash of $709,941
(of which approximately $363,750 is held in escrow, see note 8 of notes to
financial statements) as compared to $303,414 as at March 31, 1995.

FOREIGN CURRENCY

The Company is subject to various risks inherent in dependence on foreign
sources of supply, including economic or political instability, shipping
delays, fluctuations in foreign currency exchange rates, custom duties and
import quotas and other trade restrictions, all of which could have a
significant impact on the Company's ability to obtain supplies and deliver
finished products on a timely and competitive basis. The Company has no
material unhedged monetary assets, liabilities or commitments denominated in
currencies other than the United States dollar. The Company does not engage
foreign currency hedging transactions.

BUSINESS

GENERAL

Suprema Specialties, Inc. and its wholly owned subsidiary (hereinafter
referred to collectively as the "Company") manufactures, processes and
markets a variety of premium, gourmet natural cheese products, using fine
quality domestic and imported cheeses.

19
<PAGE>
The Company produces approximately 78% of the cheese which it sells at its
facilities in Manteca, California and Paterson, New Jersey. The Manteca plant
produces mozzarella, ricotta and provolone cheese which, in the aggregate,
accounts for approximately half of the Company's sales. The Paterson facility
is engaged in processing cheese produced at the Company's Manteca, California
facility as well as cheese purchased from other domestic and foreign
suppliers.

PRODUCTS

The Company's product line, which it principally markets under the Suprema
Di Avellino(R) brand name, consists primarily of domestic mozzarella, ricotta
and provolone cheeses, grated and shredded parmesan and romano cheeses,
imported parmesan and pecorino (sheep's milk) romano cheese products
including "lite" versions of certain of these products containing less fat
and fewer calories. The Company's cheese products are natural, containing no
preservatives, additives, sweeteners, dehydrated fillers or artificial
flavorings. These cheese products are often used as cooking ingredients and
as flavor enhancements and complements to other foods, such as pastas, meat
sauces, soups and salads.

The Company sells its cheese products to food service industry distributors,
which distribute cheese products to restaurants, hotels and caterers; food
manufacturers; and supermarkets and other retail customers, including grocery
stores, delicatessens and gourmet shops. The Company's supermarket customers
include several regional chin stores, such as King Kullen, Shop-Rite,
Alpha-Beta, Food Town, Stop'N Shop, D'Agostino's and Pathmark. For the year
ended June 30, 1995 and the nine months ended March 31, 1996, sales of bulk
cheese products to food service industry distributors, food manufacturers and
retail outlets on a private label basis accounted for 42% of the Company's
revenues in each period.

The Company packages a significant portion of its products in convenient
resealable tamper-evident transparent plastic cups and shakers, permitting
consumers to reseal the package which the Company believes maximizes
freshness and enhances visual appeal. The Company believes that its packaging
promotes a premium, gourmet image of its products and that the convenience
and ease of use of its plastic cups and shakers increase the attractiveness
of its products to consumers, providing a competitive advantage over cheese
products in conventional nonresealable or nontransparent packaging. The
Company uses various packaging techniques, including controlled atmosphere
and heat sealed packaging, which the Company believes extends the shelf life
of its grated and shredded cheese products sold in cups to approximately 120
days. The Company also uses a moisture reduction process to extend the shelf
life of grated cheese sold in shakers to approximately nine months.

The Company also sells certain of its products in shrink-wrapped plastic
packaging and in plastic pillow packs. These packs range in size from one to
ten pounds or can be packaged in customized sizes for food service
distributors and food manufacturers.

In addition to certain products marketed under the Suprema Di Avellino(R)
brand name, the Company manufactures private label products for food service
companies and supermarkets, which represented approximately 36% and 42% of
the Company's revenues for the fiscal years ended June 30, 1994 and 1995,
respectively.

THE OGDENSBURG FACILITY

20
<PAGE>
cooperatives, pursuant to which the Company will lease an existing 72,000 square
foot cheese manufacturing facility in Ogdensburg, New York (the "Ogdensburg
Facility") and (b) an agreement with Allied Federated Coops Incorporated
("Allied") pursuant to which the Company will purchase its requirements of milk
to be used in the manufacture of cheese products at such facility. Due to the
Ogdensburg Facility's proximity to key domestic and Canadian markets, the
Company believes that it will be able to reduce costs by supplying Northeast
markets currently be supplied by the Company's California facility and position
itself to capitalize on future growth opportunities. The Company plans to
purchase new state-of-the-art manufacturing equipment and make leasehold
improvements to the Ogdensburg Facility to maximize potential performance
levels. There can be no assurance that the Company will be able to successfully
establish such facility or otherwise expand its operations.

The facility is located within an Economic Development Zone pursuant to
which the Town of Ogdensburg makes available certain economic incentives to
operators of the facility. The plant has the equipment to process the waste
product which can be sold at a profit to a local contractor. In addition, the
local area provides a skilled, trained non-union labor force. The plant's
proximity to transportation by rail, water, road and air offers convenient
access to the Company's existing markets and others.

PRODUCTION

The Company's Manteca, California plant produces mozzarella and ricotta
cheese for direct sale to the food service and food ingredient industries,
parmesan and romano cheese which is aged and then shipped to the Company's
New Jersey facility for processing and sale to food service and retail
customers and provolone cheese for sale to retail customers.

The Company has increasingly emphasized the marketing and sale of domestic
Italian variety cheese products manufactured at its Manteca, California
facility. For the year ended June 30, 1995 and the nine months ended March
31, 1996, sales of mozzarella, ricotta and provolone cheese products
manufactured at such facility accounted for approximately 61.8% and 58.9%,
respectively, of the Company's revenues. The Company also processes natural
cheese products, which involves shredding, grating and packaging, at its
facility in Paterson, New Jersey. These facilities serve as distribution
points for various geographic markets throughout the United States.

The Company's East Coast production facility is located in Paterson, New
Jersey and is equipped with state of the art equipment for grating, shredding
and packaging the Company's products. The Company acquired title to the
facility for a purchase price of approximately $681,000 and used the facility
to secure a loan of $1,050,000 from NatWest Bank, N.A., the proceeds of which
were used to finance the purchase and to make certain improvements to the
facility. The Company, which leases substantially all of its equipment,
generally with options to purchase, recently leased additional equipment to
increase operating capacity and efficiencies and further automate production.
The Company currently operates this facility at approximately 63% of full
productive capacity.

The Company employs a Director of Operations at each facility. The
Company's Directors of Operations make preproduction inspections of each
product, and monitor critical manufacturing and processing functions. Random
samples of each product are regularly sent to outside laboratories, which
perform routine physical, chemical and micro-biological tests of products.

CUSTOMERS

The Company sells its cheese products directly and through distributors to
supermarkets and other retail customers, including grocery stores,
delicatessens and gourmet shops; food service industry distributors, which
distribute the products to, among others, restaurants, hotels and caterers;
and food manufacturers. The Company's products sold to food service industry
distributors and food manufacturers are sold principally in bulk. The
Company's supermarket customers include several regional chain stores, such
as King Kullen, Shop-Rite, Acme, Price Costco, BJ's, Food Town, Stop'N Shop,
Safeway, D'Agostino's, Von's, Super Valu, Giant, Ralph's, Pathmark and
Lucky's.

21
<PAGE>
For the fiscal years ended June 30, 1994 and 1995, sales of cheese
products to retailers accounted for approximately 31% and 19%, respectively,
of the Company's revenues; sales to food service companies accounted for
approximately 58% and 69%, respectively, of the Company's revenues; and sales
to food manufacturers accounted for approximately 11% and 12% respectively,
of the Company's revenues.

For the fiscal year ended June 30, 1995, LiSanti Foods accounted for 12%
of the Company's revenues and for the year ended June 30, 1994 A&J Cheese
Company accounted for 11% of the Company's revenues.

MARKETING, SALES AND ADVERTISING

The Company currently employs regional sales representatives to market its
products to retail customers primarily in New York, New England and
California, and one national representative who is responsible for sales of
the Company's products to the food service industry. In addition, the Company
engages independent food brokers throughout the United States for marketing
to both retail and food service customers. Food brokers, who are paid on a
commission basis, and salaried sales representatives, are generally
responsible in their respective geographic markets for identifying customers,
soliciting customer orders and inspecting merchandise on supermarket shelves.
To achieve greater market penetration, the Company intends to continue to
strengthen and expand its sales force and food broker network, initially
targeting those geographic markets which the Company believes have the best
potential for a high level of sales. The Company also employs a Senior Vice
President-Sales, who is responsible for managing and coordinating the entire
sales program. This includes making sales presentations to food brokers and
working with regional sales representatives and food brokers in the marketing
and selling of products to, and the maintenance of relationships with, retail
customers.

The Company is currently attempting to enhance its access to supermarket
shelf space for new and established products through trade promotional
activity and through the payment of product introduction costs. Some of these
costs, commonly known as slotting allowances, are fees paid to supermarkets,
generally on a one-time basis, to enable product marketers to obtain access
to shelf space for their products. After the initial introductory program for
a product, a supermarket typically determines the degree of market acceptance
of the product. The Company will then work with the retailer to establish
ongoing market support programs to promote continued retail support and
customer satisfaction. The payment of a slotting allowance does not assure
that a product will continue to be carried beyond the initial agreed upon
period.

The Company believes that product recognition by customers, consumers and
food brokers is an important factor in the marketing of the Company's
products. Accordingly, the Company promotes its products and brand name
through the use of promotional materials, including full color product
brochures, circulars, free standing product displays and newspaper inserts.
The Company also employs a Vice President of Market Development in an effort
to increase product recognition in various geographic markets.

The Company generally sells its cheese products pursuant to customer
purchase orders and fills orders within approximately seven days of receipt.
Because orders are filled shortly after receipt, backlog is not material to
the Company's business. Substantially all of the Company's products are
delivered to customers by independent trucking companies.

SUPPLIERS

For the years ended June 30, 1994 and 1995, approximately 22% and 16%,
respectively, of the Company's supply requirements were manufactured by
foreign producers in Europe and South America. Currently, the Company imports
certain of its bulk cheese directly from foreign suppliers and, to a lesser
extent, also purchases through domestic importers. The Company purchases
cheese supplies in large quantities in order to obtain volume discounts and
places its orders for imported bulk cheese approximately four to six months
in advance of anticipated production requirements.

22
<PAGE>

Argentina is currently subject to United States import quotas and custom duties.
There are currently no quotas or custom duties imposed on pecorino romano cheese
imported into the United States from Italy, although there are quotas and duties
imposed on parmesan cheese imported from Italy.

The Company also purchases certain of its cheese requirements from domestic
sources. The Company manufactures certain of its cheese requirements primarily
for sale to the food service industry. For the fiscal years ended June 30, 1994
and 1995, approximately 78% and 84%, respectively, of the Company's supply
requirements were manufactured by the Company or purchased from domestic
sources. The Company expects that use of domestic cheese products will increase
as the Company expands its product line.

For the fiscal years ended June 30, 1994 and 1995, the Company's largest
supplier accounted for approximately 23% and 30%, respectively, of all
purchases. The Company does not usually maintain contracts with its
suppliers. The Company believes that there are numerous alternative sources
of supply available to it, including for products currently provided by its
largest supplier.

The Company purchases other necessary supplies, including plastic cups,
canisters and bags, from numerous suppliers. The Company believes that these
additional supplies are readily available from numerous potential suppliers.

23
<PAGE>
DESCRIPTION OF SECURITIES

The Company is authorized to issue 10,000,000 shares of Common Stock, par
value $.01 per share and 2,500,000 shares of preferred stock, par value $.01
per share. As of the date of this prospectus, there were 2,756,900 shares of
Common Stock and 500,000 shares of redeemable convertible preferred stock
outstanding, all of which are being converted into Common Stock in connection
with this Offering.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share held
of record on all matters to be voted on by stockholders. There is no
cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voting for the election of
directors can elect all of the directors. The holders of Common Stock are
entitled to receive dividends when, as and if declared by the Board of
Directors in its discretion out of funds legally available therefor. In the
event of liquidation, dissolution or winding up of the Company, the holders
of Common Stock are entitled to share ratably the assets of the Company, if
any, legally available for distribution to them after payment of debts and
liabilities of the Company and after provision has been made for each class
of stock, if any, having preference over the Common Stock. Holders of shares
of Common stock have no conversion, preemptive or other subscription rights,
and there are not redemption or sinking fund provisions applicable to the
Common Stock. All of the outstanding shares of Common Stock are, and the
shares of Common Stock offered hereby will be, when issued upon payment of
the consideration set forth in this Prospectus, fully paid and
non-assessable.

PREFERRED STOCK

The redeemable convertible preferred stock all of which is being converted
into Common Stock in connection with this Offering, may be converted at the
rate of one share of common stock for each share of preferred stock at any
time prior to redemption at a conversion price of $3.00 per share. The
Preferred Stock is redeemable at the Company's option at any time after the
first anniversary of issuance which occurred in August, 1994, provided that
the daily average of the high and low price of the Company's common stock
equals or exceeds $5.00 per share for ten consecutive days. The redemption
would be at $3.00 per share plus accrued and unpaid dividends. Quarterly
dividends are payable in cash at an annual dividend rate of 10% and are
cumulative. The preferred stock has a preference on liquidation of $3.00 per
share plus accumulated but unpaid dividends. The preferred stock is non
voting unless the Company fails to pay dividends on the preferred stock for
four consecutive quarters, in which case the holders of the preferred stock
are entitled to vote as a class to elect an additional director to the Board.

WARRANTS

In connection with the loan from CoreStates, the Company has issued to
CoreStates warrants to purchase 354,399 shares of Common Stock, exercisable
until September 30, 2001 without additional compensation. The shares issuable
upon exercise of the warrants are subject to two demand registration rights
and piggyback registration rights. In addition, after October 1, 2000, or
upon the occurrence of certain other events, the holder has the right to put
the warrants to the Company on a formula basis.

TRANSFER AGENT

The Transfer Agent for the Company's Common Stock is Continental Stock
Transfer & Trust Company, 2 Broadway, New York, New York 10004.

SHARES ELIGIBLE FOR FUTURE SALE

Upon consummation of this Offering, the Company will have 4,256,900 shares
of Common stock outstanding (4,481,900 shares if the Underwriter's
over-allotment option is exercised in full) Of these shares, the 1,500,000
shares sold in this offering together with an aggregate of 1,765,700 shares,
will be freely tradeable under the Securities Act. The remaining 991,200

24
<PAGE>

shares are deemed to be "restricted securities," as that term is defined unde
Rule 144 promulgated under the Securities Act, in that such shares were issued
and sold by the Company in private transactions not involving a public offering.
All of such restricted shares, are currently eligible for sale under Rule 144.

In general, under Rule 144 as currently in effect, subject to the
satisfaction of certain other conditions, a person, including an affiliate of
the Company, who has owned restricted shares of Common Stock beneficially for
at least two years is entitled to sell within any three-month period
(together with any other persons whose shares are aggregated for these
purposes), a number of shares that does not exceed the greater of 1% of the
total number of outstanding shares of the same class, or if the Common stock
is quoted on the Nasdaq National Market the average weekly trading volume
during the four calendar weeks preceding the sale. A person who has not been
an affiliate of the Company for at least three months immediately preceding
the sale and who has a beneficially owned shares of Common Stock for at least
three years is entitled to sell such shares under Rule 144 without regard to
any of the limitations described above.

The Company, its directors, executive officers and certain stockholders
have agreed for a period of 180 days after the date of this Prospectus that
they will not offer, sell, contract to sell or otherwise dispose of any
shares of Common stock, any options or warrants to purchase shares of Common
stock, or any shares convertible into or exchangeable for shares of Common
stock, owned by such persons, without the prior written consent of Sentra
Securities Corporation. See "Underwriting."

No prediction can be made as to the effect, if any, that market sales of
shares of Common stock or the availability of such shares for sale will have
on the market price of the Common stock prevailing from time to time.
Nevertheless, the possibility exists that substantial amounts of the Common
Stock may be sold in the public market which may adversely affect prevailing
market prices for the Common stock and could impair the Company's ability to
raise capital through the sale of its equity securities.

SELLING STOCKHOLDERS

In August, 1994, the Company issued 500,000 Shares of its Redeemable
Convertible Preferred Stock to certain investors in consideration for the
payment of $3.00 per share. The holders of the Redeemable Convertible
Preferred Stock have elected to convert the shares of Preferred Stock held by
them and to sell the 500,000 shares of common stock received upon conversion
to the Underwriter. The table set forth below provides the following
information as to each Selling Stockholder: number of shares of Common Stock
beneficially owned as of April 1, 1996, number of shares to be sold by such
Selling Stockholder to the Underwriter and the number of shares (as
percentage of the class) to be beneficially owned by such Selling
Stockholders after the completion of the offering. Neither the Company nor
any of its affiliates has had within the past three years any material
relationship with any of the Selling Stockholders.

<TABLE>
<CAPTION>
Shares of
Common Remaining
Beneficial Stock After Percent
Selling Stockholders Ownership To Be Sold Offering of Class
--------------------- ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C>
John Anderson IRA ........................ 4,500 4,500 0
Dr. Melvin Hankin IRA .................... 7,000 7,000 0
John P. Mulligan III IRA ................. 16,666 16,666 0
John P. Meehan IRA ....................... 9,800 9,800 0
Steven D. Schwartz IRA ................... 4,133 4,133 0
Professional Travel Insurance Co. ........ 33,333 33,333 0
William Giancola ......................... 3,500 3,500 0
Eugene and Frayda Penfil ................. 3,333 3,333 0
Marguerite Murray ........................ 10,000 10,000 0
Theodore N. Polish ....................... 3,333 3,333 0
Robert Kelly ............................. 6,666 6,666 0
Ed Feldkirchner .......................... 4,500 4,500 0
Frank Seidman ............................ 4,000 4,000 0
John P. Meehan Agency, Inc. .............. 12,833 12,833 0

</TABLE>

25
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Remaining
Beneficial Stock After Percent
Selling Stockholders Ownership To Be Sold Offering of Class
-------------------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Leonard P. Teich ............................. 8,333 8,333 0
Harold I. Alexander .......................... 8,333 8,333 0
Hershell Bennett ............................. 3,333 3,333 0
Simon Billow Irrevocable Trust FBO Macy Billow. 8,000 8,000 0
Simon and Lillian Billow Grandchildren Trust... 10,333 10,333 0
Simon and Lillian Billow ..................... 16,666 16,666 0
First Colonial Securities Group Profit Sharing.
Plan FBO Donald Hoffman ..................... 8,334 8,334 0
William Christian ............................ 5,000 5,000 0
Steven and Beverly N. Solomon ................ 3,333 3,333 0
Goldbil Investment Corp. ..................... 8,333 8,333 0
Adriene Klalo Capello ........................ 8,333 8,333 0
Fred Bor ..................................... 16,666 16,666 0
Evelyn Katz .................................. 8,333 8,333 0
First Colonial Sec. Group Profit Sharing Plan..
#2 Dated 10/23/91 FBO Lewis Maniloff ........ 16,666 16,666 0
Richard and Lorraine J. Strauss .............. 16,667 16,667 0
Steven L. Shapiro ............................ 16,666 16,666 0
Adele Rosenberg .............................. 16,667 16,667 0
Harry Colson III and Laura Colson ............ 3,500 3,500 0
George Krywusha .............................. 3,500 3,500 0
Suprema Investments Partnership .............. 150,000 150,000 0
Harvey S. Benn ............................... 9,200 9,200 0
Samuel and Irene Saligman .................... 10,000 10,000 0
Leonard and Ruth Duffy ....................... 3,500 3,500 0
Alethia Vanaman .............................. 3,333 3,333 0
Gloria Nerenberg ............................. 13,374 13,374 0
------------
500,000

</TABLE>

UNDERWRITING

The Underwriters named below, for whom Sentra Securities Corporation is
acting as the representative (the "Representative"), have severally agreed,
subject to the terms and conditions contained in the Underwriting Agreement,
to purchase from the Company the number of shares of Common Stock set forth
below opposite their respective names:

Underwriter Number of Shares
------------- ----------------

Total .................................... 1,500,000

26
<PAGE>
The Company is obligated to sell, and the Underwriter is obligated to
purchase, all of the shares of Common Stock offered hereby if any are
purchased.

The Underwriter has advised the Company that it proposes to offer the
Common stock at the initial offering price set forth on the cover page of
this Prospectus; that the Underwriter may allow to selected dealers a
concession of $________ per share; and that such dealers may reallow a
concession of $______ per share to certain other dealers. After the offering
made hereby, the offering price and the concessions may be changed by the
Underwriter.

The Company has granted an option to the Underwriter to purchase, in the
aggregate, up to 225,000 additional shares of Common stock. The option is
exercisable for 45 days from the date of the Prospectus at the initial
offering price, less underwriting discounts and commissions, as set forth on
the cover page of this Prospectus. The option granted to the Underwriter may
only be exercised for the purpose of covering over-allotments incurred in the
sale of the shares of Common Stock offered hereby.

The Underwriter will purchase the Shares at a price of per share. In
addition, the Company has agreed to pay the Underwriter a 3% nonaccountable
expense allowance on the aggregate offering price of the Shares, including
the Shares subject to the installment option. The Company has agreed to
indemnify the Underwriter or contribute to losses arising out of certain
liabilities, including liabilities under the Securities Act.

The Company has agreed to sell to the Underwriter and its designees, for
an aggregate of $150, warrants (the "Underwriter's Warrants") to purchase up
to 150,000 shares of Common Stock at an exercise price equal to 125% of the
initial public offering price per share. The Underwriter's Warrants may not
be sold, transferred, assigned or hypothecated for one year from the date of
this Prospectus, except to officers and partners of the Underwriter and
members of the selling group, and are exercisable during the four-year period
commencing one year from the date of this Prospectus (the "Warrant Exercise
Term"). During the Warrant Exercise Term, the holders of the Underwriter's
Warrants are given, at nominal cost, the opportunity to profit from a rise in
the market price of the Company's Common Stock. To the extent that the
Underwriter's Warrants are exercised, dilution of the interest of the
Company's stockholders will occur. Further, the terms on which the Company
will be able to obtain additional equity capital may be adversely affected
since the holders of the Underwriter's Warrants can be expected to exercise
them at any time when the Company would, in all likelihood, be able to obtain
any needed capital on terms more favorable to the Company than those provided
in the Underwriter's Warrants. Any profit realized by the Underwriter on the
sale of the Underwriter's Warrants or the underlying share of Common Stock
may be deemed additional underwriting compensation. Subject to certain
limitations and exclusions, the Company has agreed, at the request of the
holders of a majority of the Underwriter's Warrants, at the Company's
expense, to register the Underwriter's Warrants and the shares of Common
Stock issuable upon exercise of the Underwriter's Warrants under the
Securities Act on one occasion during the Warrant Exercise Term and to
include the Underwriter's Warrants and such underlying share in any
appropriate registration statement which is filed by the Company during the
seven years following the date of this Prospectus.

The Company and the Selling Shareholders have agreed not to sell or
otherwise dispose of any shares of Common Stock for a period of twelve months
from the date of this Prospectus except for sales to the Underwriter pursuant
to this Offering and sales of Common Stock upon exercise of options to
purchase Common Stock in accordance with the Company's Stock Option Plan.

The Company has agreed to indemnify the Underwriter or contribute to
losses arising out of certain liabilities, including liabilities under the
Securities Act.

In connection with this offering, the Underwriter and selling group
members may engage in passive market making transactions in Common Stock on
the Nasdaq National Market in accordance with Rule 10b-6A under the Exchange
Act. Passive market making consists of displaying bids on the Nasdaq National
Market limited by the prices of independent market makers and effecting
purchases limited by such prices and in response to order flow. Net purchases
by a passive market maker on each day are limited in amount to a specified
percentage of the passive market maker's average daily trading volume in
Common Stock during a specified prior period and must be discontinued when
such limit is reached. Passive market making may stabilize the market price
of Common Stock at a level above that which might otherwise prevail and, if
commenced, may be discontinued at any time.

27
<PAGE>
LEGAL MATTERS

The legality of the Common Stock offered hereby has been passed upon for
the Company by Tenzer Greenblatt LLP, New York, New York. Certain legal
matters will be passed upon for the Underwriter by Luce, Forward, Hamilton &
Scripps.

EXPERTS

The consolidated statements of earnings, stockholders' equity and cash
flows for the year ended June 30, 1993 included in and incorporated in this
prospectus by reference from the Company's Annual Report on Form 10-K for the
year ended June 30, 1995 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is included and
incorporated herein by reference, and has been so included and incorporated
in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.

The financial statements and schedule for the two years in the period
ended June 30, 1995 included in this Prospectus and incorporated by reference
in this Prospectus from the Company's Annual Report on Form 10-K for the year
ended June 30, 1995 have been audited by BDO Seidman LLP, independent
certified public accountants, to the extent and for the periods set forth in
their reports, included and incorporated herein by reference, and are
included and incorporated herein in reliance upon such reports given upon the
authority of such firm as experts in auditing and accounting.

28
<PAGE>
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. Financial Statements Page
-------------------- ----
<S> <C>

Report of Independent Certified Public Accountants F-2

Independent Auditors' Report F-3

Consolidated Balance Sheets -- March 31, 1996, June 30, 1995 and 1994 F-4

Consolidated Statements of Earnings --
For the Years Ended June 30, 1995, 1994 and 1993 and nine months ended
March 31, 1996 and 1995 F-5

Consolidated Statements of Stockholders' Equity --
For the Years Ended June 30, 1995, 1994 and 1993 and nine months ended March 31, 1996 F-6

Consolidated Statements of Cash Flows --
For the Years Ended June 30, 1995, 1994 and 1993 and nine months ended March 31,
1996 and 1995 F-7

Notes to Consolidated Financial Statements F-8 - F-17

</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
Suprema Specialties, Inc. and Subsidiary
Paterson, New Jersey

We have audited the accompanying consolidated balance sheets of Suprema
Specialties, Inc. and Subsidiary, as of June 30, 1995 and 1994, and the
related consolidated statements of earnings, stockholders' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Suprema
Specialties, Inc. and Subsidiary as of June 30, 1995 and 1994, and the
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.

As discussed in Note 2, during the year ended June 30, 1994 Suprema
Specialties, Inc. and Subsidiary changed their method of accounting for
income taxes.
BDO Seidman, LLP
Woodbridge, New Jersey
August 18, 1995

F-2
<PAGE>
INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
Suprema Specialties, Inc.
Paterson, New Jersey

We have audited the accompanying consolidated statements of earnings,
stockholders' equity and cash flows for the year ended June 30, 1993 of
Suprema Specialties, Inc. and subsidiary. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the results of operations and cash flows for the year
ended June 30, 1993 of Suprema Specialties, Inc. and subsidiary in conformity
with generally accepted accounting principles.

Deloitte & Touche LLP

Parsippany, New Jersey
October 5, 1993

F-3
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
March 31, June 30,
------------- -------------------------------
1996 1995 1994
------------- ------------- -------------
(Unaudited)
ASSETS
<S> <C> <C> <C>

Current: ..........................................
Cash ......................................... $ 709,941 $ 494,160 $ 428,846
Accounts receivable, net of allowances of $508,000,
$380,300 and $140,500 at March 31, 1996, June
30, 1995 and 1994, respectively ............ 7,971,790 5,350,823 4,653,048
Inventories .................................. 14,050,840 10,352,976 5,784,988
Current portion of notes receivable .......... -- 300,000 300,000
Prepaid expenses and other current assets .... 2,233,835 1,353,558 1,255,363
Deferred income taxes ........................ 203,316 328,000 103,000
------------- ------------- -------------
TOTAL CURRENT ASSETS .................... 25,169,722 18,179,517 12,525,245
PROPERTY, PLANT AND EQUIPMENT, net ................ 10,986,539 8,536,195 3,343,047
NOTES RECEIVABLE .................................. -- 337,500 675,000
OTHER ASSETS ...................................... 1,632,179 158,967 202,779
------------- ------------- -------------
$37,788,440 $27,212,179 $16,746,071
============= ============= =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current: ..........................................
Accounts payable ............................. $ 6,111,488 $ 4,740,486 $ 2,972,513
Current portion of long-term obligations ..... 1,558,761 1,318,109 578,328
Mortgage payable -- short term ............... 35,810
Income taxes payable ......................... 178,886 535,732 317,263
Accrued expenses and other current liabilities . 397,449 341,532 193,225
Deferred income taxes ........................ 98,182 35,000 80,000
------------- ------------- -------------
TOTAL CURRENT LIABILITIES ............... 8,380,576 6,970,859 4,141,329
DEFERRED INCOME TAXES ............................. 550,070 436,000 376,000
DEFERRED INCOME ................................... -- 412,500 562,500
REVOLVING CREDIT LOAN ............................. 9,400,000 7,700,000 5,450,000
SUBORDINATED DEBT ................................. 4,000,917 -- --
LONG-TERM CAPITAL LEASES .......................... 4,059,896 4,291,648 1,070,415
MORTGAGE PAYABLE -- LONG TERM ..................... 1,014,189
------------- ------------- -------------
27,405,648 19,811,007 11,600,244
------------- ------------- -------------
WARRANTS (Subject to mandatory redemption) ........ 1,100,000 -- --
COMMITMENTS AND CONTINGENCIES .....................
STOCKHOLDERS' EQUITY: .............................
Redeemable, convertible preferred stock, $.01 par
value 2,500,000 shares authorized, 500,000
issued and outstanding at March 31, 1996 and June
30, 1995, and 89,468 subscribed at June 30, 1994,
respectively ............................... 1,108,977 1,108,977 199,171
Common stock, $.01 par value, 10,000,000 shares
authorized 2,756,900, 2,450,000 and 2,250,000;
shares issued and outstanding at March 31, 1996,
June 30, 1995 and 1994, respectively ....... 27,570 24,500 22,500
Additional paid-in capital ................... 4,588,644 3,651,528 3,069,528
Retained earnings ............................ 3,557,601 2,616,167 1,854,628
------------- ------------- -------------
TOTAL STOCKHOLDERS' EQUITY ........................ 9,282,792 7,401,172 5,145,827
------------- ------------- -------------
$37,788,440 $27,212,179 $16,746,071
============= ============= =============
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
Nine months ended
March 31, Years ended June 30,
------------------------------ ----------------------------------------------
(unaudited)
1996 1995 1995 1994 1993
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>

Net sales ....................... $46,530,675 $39,059,925 $52,109,014 $31,996,150 $27,399,393
Cost of sales ................... 36,646,403 30,527,990 40,350,333 24,801,481 21,652,392
------------- ------------- ------------- ------------- -------------
Gross margin .................. 9,884,272 8,531,935 11,758,681 7,194,669 5,747,001
------------- ------------- ------------- ------------- -------------
Expenses:
Selling and shipping expenses . 5,875,515 6,015,351 8,133,382 4,459,621 3,800,801
General and administrative
expenses ................... 1,431,947 1,447,369 1,910,899 1,599,616 1,504,213
------------- ------------- ------------- ------------- -------------
7,307,462 7,462,720 10,044,281 6,059,237 5,305,014
------------- ------------- ------------- ------------- -------------
Income from operations .......... 2,576,810 1,069,215 1,714,400 1,135,432 441,987
Other income (expense):
Interest -- net ............... (1,165,376) (468,648) (690,026) (433,494) (380,609)
Other ......................... 412,500 483,107 520,165 37,500 1,000,000
------------- ------------- ------------- ------------- -------------
(752,876) 14,459 (169,861) (395,994) 619,391
------------- ------------- ------------- ------------- -------------
Earnings before income taxes .... 1,823,934 1,083,674 1,544,539 739,438 1,061,378
Income taxes .................... 770,000 444,306 633,000 235,000 440,000
------------- ------------- ------------- ------------- -------------
Earnings before cumulative effect
of accounting change .......... 1,053,934 639,368 911,539 504,438 621,378
Cumulative effect of accounting
change ........................ -- -- -- 75,000 --
------------- ------------- ------------- ------------- -------------
Net earnings .................... $ 1,053,934 $ 639,368 $ 911,539 $ 429,438 $ 621,378
============= ============= ============= ============= =============
PREFERRED STOCK DIVIDENDS ....... (112,500) (112,500) (150,000) -- --
NET EARNINGS APPLICABLE TO COMMON
STOCK ......................... $ 941,434 $ 526,868 $ 761,539 $ 429,438 $ 621,378
Earnings per share applicable to
common stockholders before
cumulative effect of accounting
change ........................ $ .31 $ .23 $ .32 $ .23 $ .28
Cumulative effect of accounting
change per share .............. -- -- -- .03 --
------------- ------------- ------------- ------------- -------------
Net earnings per share applicable
to common stockholders ........ $ .31 $ .23 $ .32 $ .20 $ .28
============= ============= ============= ============= =============
WEIGHTED AVERAGE SHARES
OUTSTANDING USED TO COMPUTE NET
EANINGS PER SHARE ............. 3,085,235 2,335,438 2,369,093 2,191,113 2,213,080
============= ============= ============= ============= =============
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Series A
Preferred stock Common stock
------------------------- ----------------------- Additional Retained
Shares Amount Shares Amount paid-in capital earnings
--------- ------------ ----------- --------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>

Balance, July 1, 1992 ...... -- $ -- 2,650,000 $26,500 $2,861,650 $ 803,812
Cancellation of escrow shares -- -- (500,000) (5,000) 5,000 --
Net earnings ............... -- -- -- -- -- 621,378
--------- ------------ ----------- --------- -------- ------------
Balance, June 30, 1993 ..... -- -- 2,150,000 21,500 2,866,650 1,425,190
Issuance of shares in
satisfaction of trade payables -- -- 100,000 1,000 202,878 --
Net proceeds from preferred
stock ..................... 89,468 199,171 -- -- -- --
Net earnings ............... -- -- -- -- -- 429,438
--------- ------------ ----------- --------- -------- ------------
Balance, June 30, 1994 ..... 89,468 199,171 2,250,000 22,500 3,069,528 1,854,628
Issuance of shares in
satisfaction of trade payables -- -- 200,000 2,000 582,000 --
Net proceeds from preferred
stock ..................... 410,532 909,806 -- -- -- --
Dividends on preferred stock . -- -- -- -- -- (150,000)
Net earnings ............... -- -- -- -- -- 911,539
--------- ------------ ----------- --------- -------- ------------
Balance, June 30, 1995 ..... 500,000 1,108,977 2,450,000 24,500 3,651,528 2,616,167
Issuance of shares on conversion
of marketing service
agreements (unaudited) .... -- -- 306,900 3,070 937,116 --
Dividends on preferred stock
(unaudited) ............... -- -- -- -- -- (112,500)
Net earnings (unaudited) ... -- -- -- -- -- 1,053,934
--------- ------------ ----------- --------- -------- ------------
Balance, March 31, 1996
(unaudited) ............... 500,000 $1,108,977 2,756,900 $27,570 $4,588,644 $3,557,601
========= ============ =========== ========= ======== ============

</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine months ended
March 31, Years ended June 30,
-----------------------------------------------------------------------------
----------
1996 1995 1995 1994 1993
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES: ...........
<S> <C> <C> <C> <C> <C>

Net earnings .................................. $ 1,053,934 $ 639,368 $ 911,539 $ 429,438 $ 621,378
Adjustments to reconcile net earnings to net cash
used in operating activities: ..............
Gain on sale of fixed asset ................ -- --
Other income ............................... (412,500) (112,500) (150,000) (37,500) (1,000,000)
Depreciation and amortization .............. 657,492 349,687 485,452 394,259 320,592
Provision for doubtful accounts ............ 82,030 560,500 680,500 30,500 175,125
(Gain) loss on disposal of property and
equipment ................................ -- (370,608) (370,608) -- 7,625
Deferred income taxes ...................... -- -- (268,000) (122,000) 375,000
(Increase) decrease in assets: .............
Accounts receivable ...................... (2,702,999) (1,370,898) (1,378,275) (900,097) (1,430,278)
Other receivables ........................ -- -- -- 400,000 (400,000)
Inventories .............................. (3,697,865) (3,138,420) (4,567,988) (2,783,076) 360,329
Prepaid expenses and other current assets . (72,263) (8,967) (259,880) (551,941) (380,208)
Prepaid income taxes ..................... -- -- -- 59,780 (59,780)
Due from officers ........................ -- -- -- 2,670 8,010
Other assets ............................. (1,341,040) 47,958 43,812 (38,031) (26,309)
Increase (decrease) in liabilities: ........
Accounts payable ......................... 1,371,002 1,787,227 2,351,973 459,692 1,119,523
Income taxes payable ..................... (356,846) 81,712 276,469 317,263 (50,169)
Accrued expenses and other current liabilities 55,917 154,262 183,198 (35,106) 107,747
Deferred income taxes .................... 301,936 (103,796)
-------------- ------------- ------------- ------------- ------------
Net cash used in operating activities .... (5,061,201) (1,484,475) (2,061,808) (2,374,149) (251,415)
-------------- ------------- ------------- ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES: ...........
Proceeds from sale of fixed assets ............ -- 531,679 531,679 -- --
Payments for purchase of property and equipment . (1,263,509) (886,283) (1,070,062) (205,356) (254,692)
-------------- ------------- ------------- ------------- ------------
Net cash used in investing activities . (1,263,509) (354,604) (538,383) (205,356) (254,692)
-------------- ------------- ------------- ------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES: ...........
Proceeds from revolving credit loan ........... 11,825,000 1,850,000 3,775,000 5,450,000 3,100,000
Repayment of revolving credit loan ............ (10,125,000) (700,000) (1,525,000) (3,100,000) (2,050,000)
Principal payments of long-term debt .......... -- -- -- -- (675,000)
Principal payments of capital leases .......... (1,734,509) (547,953) (808,595) (567,146) (418,383)
Proceeds from capital lease refinancing ....... -- -- -- -- 587,183
Proceeds from note receivable ................. 637,500 187,500 337,500 600,000 25,000
Payment of preferred dividend ................. (112,500) (112,500) (150,000) -- --
Proceeds from preferred stock ................. -- 1,231,600 1,036,600 268,400 --
Proceeds from subordinated debt ............... 5,000,000 -- -- -- --
Proceeds from mortgage payable ................ 1,050,000 -- -- -- --
Payment of financial fees related to placement of
preferred stock ............................ -- (195,000) -- -- --
-------------- ------------- ------------- ------------- -----------
Net cash provided by financing activities 6,540,491 1,713,647 2,665,505 2,651,254 568,800
-------------- ------------- ------------- ------------- -----------
NET (DECREASE) INCREASE IN CASH ................. 215,781 (125,432) 65,314 71,749 62,693
CASH, beginning of period ....................... 494,160 428,846 428,846 357,097 294,404
-------------- ------------- ------------- ------------- -----------
CASH, end of period ............................. $ 709,941 $ 303,414 $ 494,160 $ 428,846 $ 357,097
============== ============= ============= ============= ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for: ..............
Interest (net of amount capitalized of $265,788
and $162,947 for the nine months ended March
31, 1996 and 1995 $253,000 in 1995, $0 in 1994
and 1993) ................................ $ 1,356,555 $ 679,523 $ 744,797 $ 467,207 $ 347,688
Income taxes ............................... 825,562 536,192 693,817 93,489 130,040
Noncash investing and financing transactions: .
Purchases of property and equipment through
capital leases ........................... 1,743,409 4,261,609 4,769,609 439,661 229,625
Decrease in prepaid expenses related to placement
of preferred stock ....................... -- 161,685
Decrease in accrued expenses related to placement
of preferred stock ....................... 34,338
Satisfaction of accounts payable through the
issuance of common stock ................. -- 584,000 584,000 203,878 --
Cancellation of escrow shares .............. -- -- -- -- 5,000
Issuance of common stock upon conversion of
marketing service agreements ............. 940,186 -- -- -- --

</TABLE>
See accompanying notes to consolidated financial statements.

F-7
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information with respect to the nine months
ended March 31, 1996 and 1995 is unaudited)

NOTE 1 -- ORGANIZATION AND BUSINESS DESCRIPTION

Suprema Specialties, Inc., a New York corporation incorporated on August 15,
1983 and its subsidiary (the "Company") manufactures, processes and markets a
variety of premium, gourmet natural cheese products.

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES

Consolidation Policy

The consolidated financial statements include the financial statements of
Suprema Specialties, Inc. and its wholly-owned subsidiary, Suprema
Specialties West, Inc. All intercompany transactions and balances have been
eliminated in consolidation.

Interim Financial Information

The unaudited balance sheet as of March 31, 1996, the unaudited
consolidated statements of earnings for the nine month period ended March 31,
1996 and 1995, and the unaudited consolidated statements of cash flows for
the nine month periods ended March 31, 1996 and 1995 have been prepared in
accordance with generally accepted accounting principles for interim
financial information. In the opinion of management, all adjustments (which
include normal recurring accruals) necessary to present fairly the financial
position, results of operations and cash flows at March 31, 1996 and 1995 and
for the nine month periods presented, have been included.

The results of operations for the nine months ended March 31, 1996 are not
necessarily indicative of the results to be expected for the entire fiscal
year.

Inventory

Inventories are valued at the lower of cost (determined by the first-in,
first-out method) or market.

Property and Equipment

Property and equipment are stated at cost. Depreciation is being provided
by use of the straight-line method over the estimated useful lives of the
related assets. Leasehold improvements are amortized over the shorter of the
term of the lease, including renewal options, or the useful lives of the
assets. Equipment under capitalized leases is being amortized over the useful
lives of the assets.

Product Introduction Costs

Certain product introduction costs, included in prepaid expenses and other
current assets, are capitalized and amortized over the stated program period,
generally ranging from one to twelve months.

Advertising Cost

The Company expenses advertising costs as incurred and cooperative
advertising costs when related revenue is recognized. Advertising costs
amounted to $2,662,000, $950,000 and $581,000 in 1995, 1994 and 1993,
respectively.

Income Taxes

Effective July 1, 1993, the Company adopted SFAS No. 109 and as such,
recorded a net tax charge of $75,000 or $.03 per share, which amount
represents the net increase to the deferred tax liability as of that date.
SFAS No. 109 requires recognition of deferred tax liabilities and assets for
the expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax

F-8
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Information with respect to the nine months
ended March 31, 1996 and 1995 is unaudited)

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES - (Continued)

liabilities and assets are determined based on the difference between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
Such amount has been reflected in the consolidated statement of earnings as the
cumulative effect of an accounting change.

In the year ended June 30, 1993 the Company accounted for income taxes
pursuant to Accounting Principles Board (APB) Number 11. Under APB 11 the
Company provided for deferred income taxes resulting from timing differences
in reporting certain income and expense items for income tax and financial
accounting purposes.

Effect of New Accounting Pronouncements

In March, 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 121 "Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of."
The Company believes that this pronouncement will not have a material impact
on the Company's results of operations and financial condition. In October,
1995, the FASB issued SFAS No. 123 "Accounting for Stock-Based Compensation."
The Company is currently studying SFAS No. 123, but does not currently plan
to adopt the fair value based method of accounting for stock options or
similar equity instruments. Accordingly, the adoption of SFAS No. 123 is not
expected to have a material impact on the Company's results of operations or
financial condition.

NOTE 3 -- INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
March 31, June 30,
------------- ---------------------------------
1996 1995 1994
------------- ------------- ------------
<S> <C> <C> <C>

Raw materials . $ 3,959,989 $ 2,695,134 $2,198,139
Finished goods . 9,530,285 7,101,025 3,247,488
Packaging ..... 560,566 556,817 339,361
------------- ------------- ------------
$14,050,840 $10,352,976 $5,784,988
============= ============= ============

</TABLE>

NOTE 4 -- PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
March 31, June 30,
------------- ---------------------------
1996 1995 1994
------------- ------------ -----------
<S> <C> <C> <C>

Property and plant ............................. $ 936,370 $ 936,370 $ --
Equipment ...................................... 10,091,053 5,285,497 3,239,202
Leasehold improvements ......................... 819,283 812,936 734,186
Furniture and fixtures ......................... 356,209 345,829 299,629
Delivery equipment ............................. 48,179 48,179 48,179
Construction in progress ....................... 1,308,739 3,124,109 553,123
------------- ------------ ------------
13,559,833 10,552,920 4,874,319
Less: Accumulated depreciation and amortization . 2,573,293 2,016,725 1,531,272
------------- ------------ ------------
$10,986,539 $ 8,536,195 $3,343,047
============= ============ ============

</TABLE>

Included in property, plant and equipment are plant and equipment acquired
under capital leases with an initial cost of $8,996,803, $8,053,393 and
$3,298,812 and accumulated amortization of $1,767,890, $1,421,531 and
$1,100,310 as of March 31, 1996, June 30, 1995 and 1994, respectively.

F-9
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Information with respect to the nine months
ended March 31, 1996 and 1995 is unaudited)

NOTE 5 -- NOTES RECEIVABLE

On March 1, 1993, the Company entered into an agreement with an unrelated
third party (the "Licensee"), licensing the right to manufacture, market, sell
and distribute the Company's retail soft cheese product line. The Company
received a non-refundable fee of $1,250,000, payable in installments over a
fifteen year period, commencing April 1, 1993. In addition, the Company was to
receive royalty payments in years three through fifteen, based on specified
sales levels. On October 5, 1993, the notes received in connection with the sale
of the license and the royalty stream were sold for $500,000 in cash and
$450,000 in notes to an unrelated third party (the "Purchaser"). These notes
bear interest at the prime rate plus 1 1/2 %, and are payable in twelve equal
quarterly installments beginning December 31, 1993. The sale of the license has
been included as other income in the statement of earnings for the year ended
June 30, 1993. The balance of the notes receivable at June 30, 1995 was
$187,500. In December 1995, this note was collected in full.

In the third quarter of fiscal 1994, the Company was advised that the
Licensee was discontinuing production of the retail soft cheese product line. As
a result the Purchaser acquired the Licensee's rights and assumed the
obligations under the March 1, 1993 license agreement. During the fourth quarter
of fiscal 1994 the Company reached an agreement in principle to sub-license the
rights to produce the retail soft cheese products from the Purchaser over a four
year period commencing July 1, 1994 in exchange for a royalty based on specified
sales levels of the related products. As an inducement to have the Company enter
into the sublicense arrangement the Purchaser promised to pay the Company
$600,000 in equal quarterly installments over four years evidenced by a 6%
promissory note effective April 1, 1994 in an equal amount. The note receivable
and deferred income were reflected in the accompanying year-end balance sheets
and the related deferred income was being amortized on a straight-line basis
over the term of the agreement. The balance of the notes receivable and deferred
income at June 30, 1995 were $450,000 and $412,500, respectively. In December
1995, the agreement was terminated, the notes were paid in full and the
associated income was recognized.

NOTE 6 -- MARKETING SERVICE AND LICENSE AGREEMENTS

The Company has entered into marketing service agreements with unaffiliated
third parties expiring at various dates through June 1998, pursuant to which the
Company is provided with certain marketing and program support services,
including the payment of advertising promotional expenditures by such parties
(in the amount of $0 in 1995, $0 in 1994 and $1,590,000 in 1993) in exchange for
commissions based on Company sales of specified products. The Company is
required to pay these commissions without any set-off, notwithstanding any
termination of the agreements. In addition, two of the agreements provide that
after an initial period (as defined in the agreements) under certain conditions,
the Company or the providers of the marketing services have the right to convert
some or all of the remaining estimated commissions to common stock of the
Company at the market price at the time of conversion. Such conversion right is
limited to no more than 10% and 2 1/2 %, as specified in each of the agreements,
of the Company's common stock issued and outstanding at the time of the
conversion. For the years ended June 30, 1995, 1994 and 1993, commission
expenses related to the marketing agreements, were approximately $743,500,
$730,000, and $467,000, respectively.

On August 14, 1995, two of these providers informed the Company they were
exercising their conversion feature in the agreements. As a result, the Company
issued 306,900 shares of common stock in September 1995. The shares were
recorded at approximate fair value at the date the notice of conversion was
received. The corresponding amount has been reflected in other assets and is
being amortized over the remaining term of the related agreements, as the
applicable sales revenue is recorded.

During fiscal 1994 the Company made payments under the marketing services
agreements leading to a prepaid position of $430,000 which is included in other
current assets. The balance at June 30, 1995 amounted to $622,500. In December
1995, an additional $300,000 was prepaid as final settlement of these

F-10
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Information with respect to the nine months
ended March 31, 1996 and 1995 is unaudited)

NOTE 6 -- MARKETING SERVICE AND LICENSE AGREEMENTS - (Continued)

agreements. This amount will be charged to expense over the remaining term of
the related agreements as the applicable sales revenue is recorded. In
connection with the amendment of two of its Marketing Service Agreements the
Company granted warrants to purchase 50,000 shares of the Company's common stock
in September 1994. The warrants are exercisable at $3.00 per share and terminate
on June 30, 1998.

In December 1995, the Company prepaid its remaining royalty obligation under
the sub-license agreement discussed in Note 5. Prepaid amounts will be charged
to expense over the remaining term of the agreement as the applicable sales
revenues are recorded.

NOTE 7 -- INCOME TAXES

The provision for income taxes consists of the following:

June 30,
-----------------------------------------------------
1995 1994 1993
----------- ----------- ----------
Current taxes:
Federal ........ $ 698,000 $ 348,000 $ 57,000
State .......... 203,000 84,000 8,000
----------- ----------- ----------
901,000 432,000 65,000
Deferred taxes .. (268,000) (197,000) 375,000
----------- ----------- ----------
$ 633,000 $ 235,000 $440,000
=========== =========== ==========

The following reconciles income taxes at the U.S. statutory rate to the
provision for income taxes:

<TABLE>
<CAPTION>
June 30,
------------------------------------
1995 1994 1993
---------- ---------- ---------
<S> <C> <C> <C>
Computed tax expense at statutory rates ......... $525,000 $243,000 $361,000
State taxes, net of federal tax benefit ......... 97,000 44,000 68,000
Net operating loss carryforward ................. -- (61,000) --
Travel and entertainment expenses not deductible . 8,000 6,000 8,000
Officers life insurance not deductible .......... 3,000 3,000 3,000
---------- ---------- ---------
$633,000 $235,000 $440,000
========== ========== =========
</TABLE>

Deferred income taxes arise from the difference between book and tax
accounting for depreciation, the write-offs of uncollectible accounts
receivable and installment treatment on the sale of the license. For the year
ended June 30, 1993 deferred taxes on these differences amounted to $67,000,
$(63,000) and $371,000, respectively.

The deferred tax liabilities are comprised of the following components as
of June 30, 1995 and 1994:

1995 1994
----------- -----------
Depreciation ............... $ 436,000 $ 376,000
Product introduction costs . 35,000 80,000
----------- -----------
471,000 456,000
Accounts receivable reserve . (328,000) (103,000)
----------- -----------
$ 143,000 $ 353,000
=========== ===========

Interim period tax provisions are based on estimated effective tax rates
for the full fiscal years.

F-11
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Information with respect to the nine months
ended March 31, 1996 and 1995 is unaudited)

NOTE 8 -- REVOLVING CREDIT LOAN

On December 20, 1994, the long-term revolving credit facility (the
"Facility") between the Company and a bank was amended to increase the line for
up to $9,000,000. The rate of interest on amounts borrowed under the Facility is
the prime rate of the lending bank plus 3/4 of 1% (9.75% as of June 30, 1995).
The Facility is collateralized by all existing and acquired assets of the
Company, as defined in the Facility agreement, and is guaranteed by Suprema
Specialties West, Inc. In connection with obtaining the Facility, the Company
paid a $5,000 origination fee, and has agreed to pay a commitment fee on the
average daily unused portion of the Facility, equal to 1/4 of 1% per annum. The
Facility expires on October 30, 1996. Advances under this Facility are limited
to 85% of eligible accounts receivable, 50% of all inventory except packaging
material, and 30% of packaging material, as defined in the Facility agreement.
The Facility agreement contains three restrictive financial covenants, including
the maintenance of specified total debt to net worth ratios, minimum levels of
tangible net worth, and debt service coverage ratios, as defined and a
restriction on dividends to common shareholders. As of June 30, 1995, the
Company was in compliance with these covenants.

At June 30, 1995, the Company had approximately $1,281,000 available for
borrowing under the Facility.

In January 1996, the Company's facility was amended to increase the available
line to $12,000,000 through June 30, 1996 and then to $15,000,000 through
October 31, 1997, decrease the interest rate to the prime rate, plus 1/2% and
amend the borrowing formula and certain covenants.

NOTE 9 -- SUBORDINATED DEBT FACILITY

In October 1995, the Company entered into a Loan and Security Agreement with
CoreStates Enterprise Fund (the "Fund"), a division of CoreStates Bank, N.A.,
pursuant to which the Fund loaned $5,000,000 to the Company. The loan is secured
by a subordinated security interest in substantially all of the assets of the
Company. The loan is subordinated to the loan of the Company's senior lender,
Natwest Bank, N.A. The loan bears interest at 11.75% per annum. The principal
amount of the loan is payable in 12 consecutive quarterly installments
commencing September 30, 1998. In addition, in connection with the execution and
delivery of the Loan Agreement, the Company delivered a Warrant to the Fund
exercisable for nominal additional consideration, for 354,399 shares of the
Company's Common Stock. The Warrant is exercisable until September 30, 2001 and
the shares issuable upon exercise of the Warrant are subject to two demand
registration rights on the part of the Fund and piggyback registration rights.
In addition, after October 1, 2000, or upon the occurrence of certain other
events, the Fund has the right to put the Warrant to the Company on a formula
basis. The Warrant was recorded at its relative fair value. The corresponding
debt discount will be amortized over the life of the loan on the interest rate
method. The recorded value of the Warrant currently exceeds the formulated put
price.

NOTE 10 -- CAPITAL LEASES

In September 1994, the Company amended the lease on its New Jersey production
facility to provide for an extension of the lease term through November 30, 1999
and the passage of title on the facility to the Company at the end of the lease
term. This amendment resulted in the lease being treated as a capital lease and,
accordingly, a capital lease obligation was recorded by the Company. There are
various equipment andfurniture and fixtures financed under capital leases. These
leases have interest rates ranging from 6.7% to 11.5%. At March 31, 1996, the
Company's future minimum lease payments under capital leases are as follows:

F-12
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Information with respect to the nine months
ended March 31, 1996 and 1995 is unaudited)

NOTE 10 -- CAPITAL LEASES - (Continued)

1996 ................................... $ 545,564.22
1997 ................................... 2,024,975.18
1998 ................................... 1,678,355.08
1999 ................................... 1,598,337.68
2000 ................................... 897,308.44
2001 ................................... 100,388.00
-------------
Total minimum lease payments ........... 6,844,928.60
Less: amount representing interest ..... 1,226,270.35
-------------
Present value of minimum lease payments . 5,618,658.25
Less: current portion .................. 1,558,761.88
-------------
Long-term portion of capital leases .... $4,059,896.37
=============

NOTE 11 -- LEASE COMMITMENTS

The Company rents warehouse space and certain equipment under lease
arrangements classified as operating leases. The lease for the production
facilities in Manteca which was renewed in December 1994, expires 10 years from
the date of completion of construction of each segment of the facility with two
five year renewal options. Rent expense was $362,703, $214,703 and $302,222 for
the years ended June 30, 1995, 1994 and 1993, respectively. Future minimum
rental payments under non-cancelable operating leases are: 1996 -- $371,800;
1997 -- $444,698; 1998 -- $518,814; 1999 -- $681,870; 2000 -- $711,517 and
thereafter -- $3,173,000.

NOTE 12 -- MORTGAGE PAYABLE

On March 29, 1996, the Company purchased its Paterson production facility
which it previously had leased. The purchase was financed through a mortgage on
the property. Proceeds of the loan were $1,050,000, of which $686,250 was used
to pay the remaining obligation to the landlord. The balance of the proceeds,
$363,750 is currently held in an escrow account (included in cash on the balance
sheet) from which the Company will draw to complete its expansion of a 3,200
square foot refrigerated storage facility. The five year note which bears
interest at 8.51% per annum is being amortized at a fifteen year rate and
requires a balloon payment at the end of year five of approximately $840,00.

NOTE 13 -- STOCKHOLDERS' EQUITY

Stock Issuance

In March 1994, the Company issued 100,000 shares of its $0.01 par value
common stock to a supplier. The net proceeds from the sale of these shares,
which amounted to $203,878, were used in partial satisfaction of the accounts
payable due to the supplier.

In December 1994, the Company issued 200,000 shares of its $0.01 par
value, common stock to a supplier. The net proceeds from the sale of these
shares, which amounted to $584,000, were used in partial satisfaction of the
accounts payable due to the supplier.

Issuance of Preferred Stock

In August 1994 the Company completed a private placement of 500,000 shares
of Series A convertible preferred stock (the "Preferred Stock") for gross
proceeds of $1,500,000 or $3.00 per share. Costs and expenses related to the
offering totalled $391,023 of which $156,423 was incurred and included in
prepaid expenses as of June 30, 1994. Each share of Preferred Stock is
convertible into one share of common stock at any time prior to redemption

F-13
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Information with respect to the nine months
ended March 31, 1996 and 1995 is unaudited)

NOTE 13 -- STOCKHOLDERS' EQUITY - (Continued)

at a conversion price of $3.00 per share. The Preferred Stock is redeemable
at the Company's option any time after the first anniversary of the closing
provided the daily average of the high and low price of the Company's common
stock equals or exceeds $5 per share for 10 consecutive days. Such redemption
would be at $3.00 per share plus accrued and unpaid dividends. Quarterly
dividends are payable in cash which commenced September 30, 1994 at an annual
dividend rate of 10% and are cumulative.

As of June 30, 1994 the Company received gross proceeds from the private
placement of $268,400 on subscriptions for 89,468 shares which was presented
as a component of stockholders' equity in the accompanying financial
statements, net of a proportional amount of related expenses totalling
$69,229. The remaining proceeds amounting to $909,806 for 410,532 shares was
received in July and August 1994 net of related expenses totaling $321,794.

Stock Option Plan

On February 11, 1991, the Company adopted the 1991 Stock Option Plan (the
"Plan") pursuant to which officers, directors and key employees of the
Company are eligible to receive incentive and/or non-qualified stock options.
The Plan, which expires in February 2001, is administered by the board of
directors. The selection of participants, allotment of shares, determination
of price and other conditions of the grant of options is determined by the
board at its sole discretion in order to attract and retain persons
instrumental to the success of the Company. Incentive stock options granted
under the Plan are exercisable for a period of up to ten years from the date
of grant at an exercise price which is not less than the fair market value of
the common stock on the date of grant, except that the term of an incentive
stock option granted under the Plan to a shareholder owning more than 10% of
the outstanding common stock may not exceed five years and its exercise price
may not be less than 110% of the fair market value of the common stock on the
date of the grant.

In November 1994, the Company amended this 1991 Stock Option Plan (the
"Plan") to increase the maximum number of shares as to which options may be
granted under the Plan from 200,000 to 350,000. Stock option transactions
under the Plan are summarized as follows:

Number of Option price
shares per share
----------- ---------------
Outstanding at June 30, 1992 . 145,000 $2.75 - $3.50
Granted ................ 10,000 $4.125
Forfeited .............. (45,000) $2.75
Exercised .............. --
--------
Outstanding at June 30, 1993 . 110,000 $2.75 - $4.125
Granted ................ 78,500 $2.375 - $5.625
Forfeited .............. (80,000) $2.75 - $4.125
Exercised .............. --

Outstanding at June 30, 1994 . 108,500 $2.375 - $5.625
Granted ................ 154,000 $2.500 - $3.250
Forfeited .............. (13,500) $2.375 - $5.625
Exercised .............. --
--------
Outstanding at June 30, 1995 249,000 $2.375 - $5.625
======== ===============

At June 30, 1995, options to acquire 190,000 shares of common stock were
exercisable at a price of $3.06 - $3.50 per share.

F-14
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Information with respect to the nine months
ended March 31, 1996 and 1995 is unaudited)

NOTE 13 -- STOCKHOLDERS' EQUITY - (Continued)

At June 30, 1994, options to acquire 80,000 shares of common stock were
exercisable at a price of $3.50 per share.

Escrow Agreement

On February 11, 1991, the board of directors of the Company authorized the
Company to enter into an escrow agreement with the President and the
Executive Vice President. Under the terms of the agreement, and in
conjunction with the public offering, 500,000 of their shares of common stock
were placed in escrow with an escrow agent. While in escrow, such
shareholders continued to vote their respective escrow shares; however, the
escrow shares were not assignable or transferable. The escrow shares were to
be released in varying increments to the holders upon the Company's
attainment of certain earnings levels ranging from $400,000 to $900,000 for
fiscal year 1992 and ranging from $900,000 to $1,800,000 for fiscal year
1993. In addition, all of the escrow shares were to be released if cumulative
net income of the Company was at least $2,700,000 for the fiscal years ending
June 30, 1992 and 1993. If the requisite earnings levels for release of
escrow shares were not attained, any escrow shares not released, as well as
any dividends or other distributions made with respect thereto, were to be
contributed to the capital of the Company. At June 30, 1993, the requisite
earnings levels were not met and all escrow shares were contributed to the
capital of the Company.

WARRANTS

In connection with entering into a consulting agreement with the
investment banker which acted as sales agent for the private placement of
Preferred Stock discussed above, on April 28, 1994 and June 30, 1994, the
investment banker was granted two warrants to purchase 45,000 and 40,000
shares, respectively, of the Company's $0.01 par value common stock. Each
warrant terminates 5 years from its issue date, and carries a $3.00 exercise
price.

As of June 30, 1994 and 1993, a total of 260,000 and 175,000 warrants,
respectively, have been issued to unaffiliated parties at exercise prices
ranging from $3.00 to $5.08 per share. At June 30, 1994 and 1993, 260,000 and
175,000 warrants, respectively, were exercisable at a price ranging from
$3.00 to $5.08 per share.

As discussed in Note 6, in September 1994 the Company granted warrants to
purchase 50,000 shares of common stock exercisable at $3.00 per share through
June 30, 1998.

NOTE 14 -- EARNINGS PER SHARE

The earnings per share were computed by dividing the net earnings applicable
to common stockholders by the weighted average number of shares outstanding
during each period. Fully diluted earnings per share computations have not been
disclosed because the effect is antidilutive.

The earnings per share computation for the year ended June 30, 1993 was based
upon 2,213,080 shares outstanding at the beginning of the year, and includes the
assumed conversion of all outstanding options and warrants using the treasury
stock method.

The earnings per share computation for the year ended June 30, 1994 was based
upon 2,150,000 shares outstanding at the beginning of the year, plus 100,000
shares arising from the issuance of common stock in partial satisfaction of a
trade payable, and includes the assumed conversion of all outstanding options
and warrants using the treasury stock method.

The earnings per share computation for the year ended June 30, 1995 was based
upon 2,250,000 shares outstanding at the beginning of the year, plus 200,000
shares arising from the issuance of common stock in partial satisfaction of a
trade payable and includes the assumed conversion of all outstanding options and
warrants using the treasury stock method.

F-15
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Information with respect to the nine months
ended March 31, 1996 and 1995 is unaudited)

NOTE 14 -- EARNINGS PER SHARE - (Continued)

The weighted average number of issued and outstanding common shares for the
nine month period ended March 31, 1996 are based upon the 2,450,000 shares
outstanding at the beginning of the year plus a proration of the 306,900 shares
issued in connection with the conversion of the two marketing service
agreements. Also included in the weighted average number of common shares are
incremental shares attributable to assumed exercise of options and warrants.

NOTE 15 -- OTHER COMMITMENTS

On November 21, 1994, the board of directors of the Company revised and
extended the President and Executive Vice President employment agreement through
June 30, 1997. Each agreement provides for an annual salary of $250,000, subject
to a cost of living increase, and an annual bonus equal to 5% of the Company's
pre-tax profits in excess of $650,000. Both of the employment agreements provide
for employment on a full-time basis and contain a provision that the employee
will not compete with the Company during the term of his employment or for a
period of one year following termination by either party for any reason. Both
agreements also provide that if the employee's employment is terminated under
certain circumstances, including a change of control, the employee will be
entitled to receive severance pay equal to the highest of (i) $250,000 ($450,000
in the event of a change of control) or (ii) the total compensation received
from the Company during the one-year period (three-year period in the event of a
change of control) prior to the date of termination. For the years ended June
30, 1993 and 1994, the President and Executive Vice President waived the annual
bonus.

NOTE 16 -- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of quarterly results of operations for the 1995
and 1994 fiscal years (in thousands of dollars except per share data):

<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
1995 ...................................................
Net sales .............................................. $12,058 $13,671 $13,331 $13,049
Gross profit ........................................... 2,397 3,119 3,016 3,227
Income from operations ................................. 434 277 358 645
Net Earnings ........................................... 194 212 234 272
Net earnings per share ................................. .07 .08 .08 .09
1994 ...................................................
Net sales .............................................. $ 7,374 $ 7,350 $ 7,672 $ 9,570
Gross profit ........................................... 1,615 1,638 1,620 2,322
Income from operations ................................. 305 284 297 249(1)
Earnings before cumulative effect of accounting change . 120 102 104 178(1)
Net earnings ........................................... 45 102 104 178(1)
Earnings per share before cumulative effect of accounting
change ................................................ .05 .05 .05 .08
Net earnings per share ................................. .02 .05 .05 .08

</TABLE>

- ------
(1) Includes a $250,000 before tax charge ($150,000 after taxes) for the
writeoff of accounts receivable.

F-16
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Information with respect to the nine months
ended March 31, 1996 and 1995 is unaudited)

NOTE 17 - CONCENTRATION OF CREDIT RISK

The Company provides credit to customers on an unsecured basis after
evaluating customer credit worthiness. Since the Company sells to a broad range
of customers concentrations of credit risk are very limited. The Company also
provides a reserve for bad debts for accounts receivable where there is a
possibility for loss.

The Company maintains demand deposits with major banks. At June 30, 1995 and
1994, approximately 98% of the Company's cash was held in one major bank.

NOTE 18 -- MAJOR CUSTOMER

During the fiscal year ended June 30, 1995 and 1994, the Company had sales to
a customer of $6,117,000 and $3,501,000 representing approximately 12% and 11%
of net sales, respectively.

F-17
<PAGE>
===========================================================================
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and if given or made, such information or representations must
not be relied upon as having been authorized by the Company. This Prospectus
does not constitute an offer to sell or the solicitation of an offer to buy
and security other than the shares offered by this Prospectus, or an offer to
sell or a solicitation of an offer to buy any security by any person in any
jurisdiction in which such offer or solicitation would be unlawful. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, imply that the information in this Prospectus is correct as of
any time subsequent to the date of this Prospectus.

------

TABLE OF CONTENTS

Page
--------
Available Information ........................... 2
Prospectus Summary .............................. 3
Risk Factors .................................... 6
Use of Proceeds ................................. 11
Price Range of Common Stock ..................... 12
Dividend Policy ................................. 12
Capitalization .................................. 13
Management's Discussion and Analysis of
Financial Condition and Results of Operation.... 15
Business ........................................ 19
Legal Matters ................................... 28
Experts ......................................... 28
Financial Statements ............................ F-1

=============================================================================

<PAGE>
=============================================================================

1,500,000 Shares of
Common Stock

SUPREMA SPECIALTIES, INC.

----------
PROSPECTUS
----------

Sentra Securities Corporation

------, 1996

=============================================================================
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses payable by the Registrant in connection with the
issuance and distribution of the securities being registered are estimated as
follows:

SEC filing fee .............. $ 3,271.55
NASD filing fee ............. 1,448.75
NASDAQ listing fee .......... 17,500.00
Printing ....................
Accounting fees and expenses .
Legal fees and expenses .....
Transfer Agent fees .........
Miscellaneous expenses ......
-----------
Total ............. $
===========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 722 of the New York Business Corporation Law which governs the
indemnification of directors, officers, employees and agents of a corporation
is hereby incorporated herein by reference. Section 402 of the Ne York
Business Corporation Law which provides that a corporation's certificate of
incorporation may provide that a director or officer shall have limited
liability to the corporation or to its shareholders, with certain exceptions,
is hereby incorporated herein by reference. Reference is made to Articles 7
and 8 of Registrant's Certificate of Incorporation, as amended, which
provides for indemnification and limitations on liability in the manner and
to the fullest extent permitted by New York law. The general effect of these
provisions may make it more difficult for shareholders to obtain monetary
damages in connection with suits that seek redress for actions taken by
directors.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Reference is also made to Section ___ of the Underwriting Agreement filed
as Exhibit 1.1 to this Registration Statement.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
<S> <C>
1.1 Underwriting Agreement
1.2 Form of Selected Dealer Agreement
1.3 Form of Underwriter's Warrant
5. Opinion of Tenzer Greenblatt LLP (to be filed by amendment)
10. Material Contracts
10.1 Stock Option Plan*
10.2 Lease, Option and Agreement to Purchase the Company's Paterson, New Jersey facility and amendment
thereto.*
10.3 Lease Agreement for the Company's Manteca, California facility.
10.4 Employment Agreement by and between the Company and Mark Cocchiola.*
10.5 Employment Agreement by and between the Company and Paul Lauriero.*
10.6 Assets Purchase Agreement Dated November 1, 1991 By and Among A&J Foods, Inc., Joseph Gaglio, Suprema
Specialties, Inc. and Suprema Specialties West, Inc., including Assignment of Lease and related lease
documentation**
</TABLE>

II-1
<PAGE>
<TABLE>
<CAPTION>

<C> <C>
10.7 Form of Equipment Lease dated March 16, 1993 by and between the Company and Gramercy Leasing Services,
Inc.**
10.8 Marketing Services Agreement dated May 12, 1992 between the Company and Brener Capital Group, Inc. and
Assignment and Assumption dated May 13, 1992 of such agreement from Brener Capital Group, Inc. to SBW
Marketing Corp.***
10.9 Marketing Services Agreement dated May 1, 1992 between the Company and DRC Development, as amended.***
10.10 Marketing Services Agreement dated September 14, 1992 between the Company and SMA Marketing
Associates, as amended.***
10.11 Marketing Services Agreement dated as of June 15, 1993 between the Company and DRC Development.***
10.12 Revolving Loan, Guaranty and Security Agreement by and among the Company, Suprema Specialties West,
Inc. and National Westminister Bank NJ dated as of February 15, 1994, as amended.****
10.14 Letter Agreement dated October 5, 1993 between David Cafasso, Charles Cafasso and Robert Cafasso and
the Company.***
10.15 Form of Equipment Lease between the Company and BLT Leasing Corp. dated December 28, 1992.***
10.16 License Agreement among the Company, David Cafasso, Charles Cafasso and Robert Cafasso dated September
13, 1994.****
10.17 Amendment to Lease and Purchase Agreement, dated October 4, 1994 between East 35th Street Associates
and the Company.****
23.1 Consent of BDO Seidman LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.

</TABLE>

- ------
* Incorporated by reference to the registrant's registration statement on
Form S-18, SEC file No. 33-39076-NY.

** Incorporated by reference to the registrant's Annual Report on Form 10-K
for the year ended June 30, 1992.

*** Incorporated by reference to the registrant's Annual Report on Form 10-K
for the year ended June 30, 1993.

**** Incorporated by reference to the registrant's Annual Report on Form 10-K
for the year ended June 30, 1994.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;

II-2
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(5) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification against liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

SUPREMA SPECIALTIES, INC.

By: /s/ Mark Cocchiola
-----------------------------------
Mark Cocchiola, President

Dated: May 15, 1996

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Name Title Date
------ ----- ------
<S> <C> <C>
/s/ Mark Cocchiola Chairman of the Board, May 15, 1996
------------------------ President, Chief Executive Officer
Mark Cocchiola and Director (Principal
Executive Officer)

/s/ Paul Lauriero Executive Vice President May 15, 1996
------------------------ and Director
Paul Lauriero

/s/ Steven Venechanos Chief Financial Officer, and May 15, 1996
------------------------ Secretary (Principal Financial and
Steven Venechanos Accounting Officer)

/s/ Marco Cocchiola Director May 15, 1996
------------------------
Marco Cocchiola

/s/ Rudolph Acosta Director May 15, 1996
------------------------
Rudolph Acosta

/s/ Paul DeSocio Director May 15, 1996
------------------------
Paul DeSocio

/s/ Michael Golden Director May 15, 1996
------------------------
Michael Golden

</TABLE>

II-4
<PAGE>

EXHIBIT INDEX

Exhibit No. Page No.
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<S> <C> <C>
1.1 Underwriting Agreement
1.2 Form of Selected Dealer Agreement
1.3 Form of Underwriter's Warrant
5. Opinion of Tenzer Greenblatt LLP (to be filed by amendment)
10. Material Contracts
10.1 Stock Option Plan*
10.2 Lease, Option and Agreement to Purchase the Company's Paterson, New Jersey facility and amendment
thereto.*
10.3 Lease Agreement for the Company's Manteca, California facility.
10.4 Employment Agreement by and between the Company and Mark Cocchiola.*
10.5 Employment Agreement by and between the Company and Paul Lauriero.*
10.6 Assets Purchase Agreement Dated November 1, 1991 by and among A&J Foods, Inc., Joseph Gaglio, Suprema
Specialties, Inc. and Suprema Specialties West, Inc., including Assignment of Lease and related
lease documentation**
10.7 Form of Equipment Lease dated March 16, 1993 by and between the Company and Gramercy Leasing Services,
Inc.**
10.8 Marketing Services Agreement dated May 12, 1992 between the Company and Brener Capital Group, Inc.
and Assignment and Assumption dated May 13, 1992 of such agreement from Brener Capital Group, Inc.
to SBW Marketing Corp.***
10.9 Marketing Services Agreement dated May 1, 1992 between the Company and DRC Development, as amended.***
10.10 Marketing Services Agreement dated September 14, 1992 between the Company and SMA Marketing Associates,
as amended.***
10.11 Marketing Services Agreement dated as of June 15, 1993 between the Company and DRC Development.***
10.12 Revolving Loan, Guaranty and Security Agreement by and among the Company, Suprema Specialties West,
Inc. and National Westminister Bank NJ dated as of February 15, 1994, as amended.****
10.14 Letter Agreement dated October 5, 1993 between David Cafaso, Charles Cafasso and Robert Cafasso
and the Company.***
10.15 Form of Equipment Lease between the Company and BLT Leasing Corp. dated December 28, 1992.***
10.16 License Agreement among the Company, David Cafasso, Charles Cafasso and Robert Cafasso dated September
13, 1994.****
10.17 Amendment to Lease and Purchase Agreement, dated October 4, 1994 between East 35th Street Associates
and the Company.****
23.1 Consent of BDO Seidman LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent
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* Incorporated by reference to the registrant's registration statement on
Form S-18, SEC file No. 33-39076-NY.
** Incorporated by reference to the registrant's Annual Report on Form 10-K
for the year ended June 30, 1992.
*** Incorporated by reference to the registrant's Annual Report on Form 10-K
for the year ended June 30, 1993.
**** Incorporated by reference to the registrant's Annual Report on Form 10-K
for the year ended June 30, 1994.

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EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Suprema Specialties, Inc.
Paterson, New Jersey

We hereby consent to the inclusion and incorporation by reference in the
Prospectus constituting a part of this Amendment No. 1 to the Registration
Statement of our reports dated August 18, 1995 relating to the consolidated
financial statements and schedules of Suprema Specialties, Inc., appearing
herein and in the Company's Annual Report on Form 10-K for the year ended
June 30, 1995.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.

BDO SEIDMAN, LLP

Woodbridge, New Jersey
May 14, 1996

<PAGE>

EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 1 to Registration Statement No.
33-33862 of Suprema Specialties, Inc. on Form S-2 of our report dated October
5, 1993, included in the Annual Report on Form 10-K of Suprema Specialties,
Inc. for the year ended June 30, 1995 which is incorporated herein by
reference, and to the use of our report dated October 5, 1993, appearing in
the Prospectus, which is part of this Registration Statement. We also consent
to the reference to us under the heading "Experts" in such Prospectus.

DELOITTE & TOUCHE LLP

May 14, 1996
Parsippany, New Jersey