SUPREMA SPECIALTIES INC, S-2, 2000-05-10

SUPREMA SPECIALTIES INC
S-2, 2000-05-10
GROCERIES & RELATED PRODUCTS

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<PAGE>

As filed with the Securities and Exchange Commission on May 10, 2000
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Suprema Specialties, Inc.
(Exact name of Registrant as specified in its charter)

New York 11-266-2625
------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)

510 East 35th Street
Paterson, New Jersey 07543
(973) 684-2900
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive
offices)

Mark Cocchiola, President
Suprema Specialties, Inc.
510 East 35th Street
Paterson, New Jersey 07543
(973) 684-2900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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

Copies to:

Robert J. Mittman, Esquire James R. Tanenbaum, Esquire
Ethan Seer, Esquire Jeffrey S. Lowenthal, Esquire
Blank Rome Tenzer Greenblatt LLP Stroock & Stroock & Lavan LLP
405 Lexington Avenue 180 Maiden Lane
New York, New York 10174 New York, New York 10038-4982
Telephone: (212) 885-5000 Telephone: (212) 806-5400
Telecopier: (212) 885-5001 Telecopier: (212) 806-6006

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

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

<PAGE>

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, 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 filed to register additional securities for an offering
pursuant to Rule 462(b) 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 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 registration statement for the same
offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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, check the following box.[ ]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Proposed
maximum maximum Amount of
Title of each class of Amount to be offering price aggregate registration
Securities to be registered registered (1) Per share (2) offering price(2) fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common stock, par value $0.01 per share 1,265,000 $8.82 $11,157,300 $2,946

Common Stock, par value $0.01 per share,
issuable upon exercise of warrants, to be
sold by certain selling stockholders not as
part of this underwritten offering. 150,000 $8.82 $1,323,000 $349

Underwriters' warrants, each to purchase
one share of common stock 110,000 $.001 $100 (3)

Common Stock, par value $0.01 per share
issuable upon exercise of the underwriters'
warrants 110,000(4) $10.59 $1,164,900 $308

Total $3,603
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes 165,000 shares that the underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as of May 5, 2000.
(3) Pursuant to Rule 457(g), no fee is being paid
(4) Pursuant to Rule 416, there are also being registered such indeterminable
additional shares of common stock as may become issuable pursuant to
anti-dilution provisions contained in the representative's warrants.

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 SEC, acting pursuant to said Section
8(a), may determine.
================================================================================

<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION - DATED MAY 10, 2000

1,100,000 shares

SUPREMA SPECIALTIES, INC.

Common Stock

$___ per share

We are selling 1,000,000 shares of our common stock, and certain
selling stockholders named in this prospectus are selling 100,000 shares through
an underwritten offering. This prospectus also relates to the offer and sale by
other selling stockholders of up to 150,000 shares, issuable upon exercise of
warrants, which shares are not part of the underwritten offering. We will not
receive any proceeds from the sale of shares by the selling stockholders.

Our common stock is quoted on the Nasdaq National Market under the
symbol "CHEZ". The last reported sale price of our common stock on the Nasdaq
National Market on May 9, 2000, was $8.75 per share.

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

Investing in our common stock involves certain risks. See "Risk
Factors" beginning on page 7.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

<TABLE>
<CAPTION>
===========================================================================================================
Full Exercise
No Exercise of of
Underwriter's Underwriters
Per Share Over-Allotment Over-Allotment Total
- -----------------------------------------------------------------------------------------------------------
<S> <C>
Public offering price........... $ $ $ $
Underwriting fees............... $ $ $ $
Proceeds to Suprema ............ $ $ $
Proceeds to selling shareholders $ $ $
Total(3)........................ $ $ $
===========================================================================================================
</TABLE>

The underwriters named in this prospectus may purchase up to additional
65,000 shares of common stock from us and 100,000 shares of common stock from
the selling stockholders under certain circumstances.

The underwriters are offering the shares subject to various conditions.
The underwriters expect to deliver the shares to purchasers on or about _______
__, 2000

---------------------
Hobbs Melville Securities Corp.
, 2000

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary................................................................................................3
Risk Factors......................................................................................................7
Use of Proceeds..................................................................................................13
Price Range of Common Stock......................................................................................13
Dividend Policy..................................................................................................14
Capitalization...................................................................................................15
Selected Consolidated Financial Information......................................................................15
Management's Discussion and Analysis of Financial Condition and Results of Operations............................16
Business.........................................................................................................23
Description of Securities........................................................................................28
Shares Eligible for Future Sale..................................................................................31
Selling Stockholders and Plan of Distribution....................................................................32
Underwriting.....................................................................................................33
Legal Matters....................................................................................................35
Experts..........................................................................................................35
Available Information............................................................................................35
Incorporation of Information by Reference........................................................................35
Index to Consolidated Financial Statements......................................................................F-1
</TABLE>

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

References in this prospectus, and the documents incorporated by
reference in this prospectus, to "Suprema," "we," "our" and "us" refer to
Suprema Specialties, Inc., a New York corporation, and its subsidiaries. We
maintain a website at www.supremachez.com. Information contained in our website
does not constitute part of this prospectus.

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

You should rely only on the information contained in this prospectus.
Neither we nor the selling stockholders have authorized anyone to provide you
with different information. These securities are not being offered in any
jurisdiction where the offer or sale is not permitted. You should not assume
that the information contained in this prospectus is accurate as of any date
other than the date on the front cover of this prospectus.

Suprema Specialties, Inc. and the names of our products are tradenames
or trademarks of Suprema. This prospectus also contains trademarks and
tradenames of other companies.

2
<PAGE>

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed
information regarding our company and the common stock being sold in this
offering, including "Risk Factors" and our consolidated financial statements and
notes to those statements appearing elsewhere in this prospectus and
incorporated by reference in this prospectus.

Suprema

We manufacture, shred, grate and market a variety of all natural,
gourmet cheeses under the Suprema Di Avellino(R) brand name as well as private
label. Our product lines consist 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. Our cheeses do not
contain any preservatives, additives, sweeteners, dehydrated fillers or
artificial flavorings. We sell our products to customers in all three groups
within the cheese industry: food service, food ingredient, and retail.

We maintain three primary facilities. We manufacture cheeses at our
facilities in Manteca, California and Ogdensburg, New York. At our Paterson, New
Jersey facility, bulk cheeses manufactured by us or imported primarily from
Europe and, to a lesser extent, South America, are shredded or grated and then
packaged for distribution. Our Paterson facility is also our corporate
headquarters.

We package and sell our bulk cheeses to national food service
distributors, which then sell the products to restaurants, hotels, caterers and
others. We also sell our products to food manufacturers who use our cheese as an
ingredient for prepared foods. We offer many of our products in shrink-wrapped
plastic packaging and in plastic pillow packs which ensures continued freshness
and gourmet quality. In addition to standard sizes, we also package our products
in customized sizes to meet the specific needs of our food service distributors
and food manufacturer customers.

We market our retail product line on a regional basis primarily to
supermarkets and other retail customers, including grocery stores, delicatessens
and gourmet shops on the east coast and in the midwest of the United States. Our
East Coast retail presence includes New England, the New York Metropolitan area,
Maryland, District of Columbia, Florida and Pennsylvania. In the Midwest, we are
in the Chicago Metropolitan area. We offer most of our retail products in
convenient, resealable, clear plastic cups and shakers in order to maximize both
freshness and taste as well as to promote visual appeal, which we believe
enhances the gourmet quality and image of our cheeses. Our cheeses are sold in
well known supermarket chain stores, including D'Agostino's, Food Town, Giant,
King Kullen, Shop-Rite, Stop'N Shop, and Super Valu and BJ's Wholesale Club.

The markets for all natural, Italian variety and shredded cheese
products have grown substantially in recent years. According to the most
recently published cheese industry report prepared by 1999 Business Trends
Analysts, sales of natural cheese products by United States manufacturers
increased from $10.2 billion in 1993 to $12.3 billion in 1999, and are projected
to reach approximately $18.5 billion by the year 2008. We believe that natural
cheese is widely regarded as high quality and nutritious. Since our inception,
we have sought to capitalize on opportunities arising from all three groups
within the cheese industry.

3
<PAGE>

As part of our continuing effort to manufacture and market superior
cheeses and to expand our product line, we have recently enhanced our research
and development expertise. We are currently focusing our efforts on expanding
our product line in two diverse areas: processed mozzarella cheese, which will
have a "shelf-life" of at least six months without the need for refrigeration
yet will have natural mozzarella cheese characteristics, and whey protein
components, which will be sold to third-parties for use as nutrient supplements
and ingredients in a variety of products.

We were incorporated under the laws of the State of New York in August
1983. Our executive offices are located at 510 East 35th Street, Paterson, New
Jersey 07543, and our telephone number is (973) 684-2900.

The Offering

The following information is based upon shares issued and outstanding
as of December 31, 1999. It excludes, as of December 31, 1999, 1,476,833 shares
issuable upon exercise of outstanding options and warrants at a weighted average
exercise price of $4.19 per share, 223,167 shares reserved for issuance upon the
exercise of options available for future grants under our Employee Stock Option
Plan, 110,000 shares issuable upon exercise of warrants issued to the designees
of the underwriters of this offering and 65,000 shares reserved for possible
issuance by Suprema to cover over-allotments, if any, by the underwriters.

Unless otherwise stated, information included in this prospectus
assumes no exercise by the underwriters of the overallotment option.

<TABLE>
<CAPTION>
<S> <C>
Common stock offered by Suprema.............................. 1,000,000 shares
Common stock offered by the selling stockholders............. 100,000 shares
Common stock to be issued and outstanding after this
offering................................................... 5,613,896 shares
Use of proceeds.............................................. We intend to use the net proceeds of this
offering to purchase equipment to increase
production capabilities at our Manteca,
California facility, for research and
development of new cheese products and for
working capital and general corporate
purposes.
Risk Factors................................................. You should read "Risk Factors" beginning on
page 7 to ensure that you understand the
risks associated with an investment in our
common stock.
NASDAQ Symbol................................................ CHEZ

</TABLE>

Summary Financial Information

The following table shows summary historical consolidated financial
information of Suprema. The historical financial information for each of the
three years in the period ended June 30, 1999 has been derived from the audited
consolidated financial statements and related notes included in and incorporated
by reference in this prospectus. You should read this information together with
those financial statements and "Management's Discussion and Analysis of Results
of Operations and Financial Condition" which is also included in and
incorporated by reference in this prospectus. Summarized historical consolidated
financial information of Suprema for the years ended June 30, 1996 and 1995 has
been derived from audited consolidated financial statements which do not appear
in the documents included in or incorporated by reference in this prospectus.

4
<PAGE>

The historical statements of earnings and balance sheet data as of
December 31, 1999 and for the six months ended December 31, 1999 and 1998 have
been derived from unaudited financial statements. The financial statements as of
December 31, 1999 and for the six month periods ended December 31, 1999 and 1998
are unaudited; however, in the opinion of management, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation of the financial statements for the interim periods have been made.
The unaudited results of interim periods are not necessarily indicative of the
results to be obtained in a full fiscal year. The accompanying pro forma
unaudited balance sheet data is adjusted to give effect to the offering as if it
had occurred on December 31, 1999.

The information under "As Adjusted" in the balance sheet data below
reflects the receipt of the estimated net proceeds for the sale of the 1,000,000
shares of common stock by us in this offering at an assumed public offering
price of $______ per share.

Statements of Earnings Data:

<TABLE>
<CAPTION>
Six Months
Ended
December 31, Years Ended June 30,
------------------ ---------------------------------------------
1999 1998 1999 1998 1997 1996 1995
-------- ------- -------- -------- ------- ------- -------
(unaudited) (In thousands, except for per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Net Sales ..........................................$126,704 $81,551 $176,281 $108,140 $88,311 $65,104 $52,109
Earnings before extraordinary loss on
extinguishment of debt .......................... 2,917 1,856 4,208 2,417 121 1,409 912
Net Earnings ....................................... 2,917 1,856 4,208 1,406 121 1,409 912
Earnings Per Share before Extraordinary loss on
Extinguishment of debt (Basic) .................. .66 .41 .93 .53 .03 .46 .32
Earnings Per Share before Extraordinary loss on
Extinguishment of debt (Diluted) ................ .57 .39 .86 .51 .02 .40 .32
Net earnings per Share (Basic) ..................... .66 .41 .93 .31 .03 .46 .32
Net earnings per Shares (Diluted) .................. .57 .39 .86 .30 .02 .40 .32
Weighted Average Common Shares Outstanding (Basic) . 4,440 4,552 4,537 4,563 4,552 2,768 2,352
Weighted Average Common Shares Outstanding (Diluted) 5,144 4,804 4,884 4,745 5,040 3,195 2,369
</TABLE>

Balance Sheet Data (unaudited):
<TABLE>
<CAPTION>
December 31, 1999
-----------------------
Actual As Adjusted
------ -----------
(In thousands)
<S> <C>
Working Capital................................................................... $71,724
Total Assets...................................................................... 100,740
Long Term Debt Obligations (including capital lease obligation and current portion) 57,514
Total Liabilities................................................................. 78,305
Stockholders' Equity.............................................................. 22,435
</TABLE>
The statement of earnings data for the fiscal year ended 1998 gives
effect to our incurring an extraordinary loss on extinguishment of debt of
approximately $1,773,000 ($1,011,000, net of tax) resulting from our early
retirement of subordinated debt and repurchase of warrants attached to the
subordinated debt.

The statement of earnings data for the fiscal year ended June 30, 1997
gives effect to a write-off of approximately $944,000 of costs related to
marketing service agreements and a charge of approximately $1,259,000 associated
with a loss we incurred on a sale leaseback transaction which was completed
during the fourth quarter of our fiscal year ended June 30, 1997.

The statement of earnings data for the fiscal year ended June 30, 1996
gives effect to income of approximately $412,000 related to our payment in full
of a note relating to a licensing agreement.

5
<PAGE>

RISK FACTORS

You should carefully consider the risks described below together with
all of the other information included in or incorporated by reference into this
prospectus before making an investment decision. The risks and uncertainties
described below are not the only ones facing our company. If any of the
following risks actually occur, our business, financial condition or operating
results could be harmed. In such case, the trading price of our common stock
could decline, and you could lose all or part of your investment.

Risks Related to Our Business

We depend on several principal customers, and the loss of one or more of these
customers or our inability to collect accounts receivables from our customers
could materially adversely affect our business.

An increasing portion of our revenues have been derived from a
concentrated customer base. For the year ended June 30, 1999 and the six months
ended December 31, 1999, sales of cheese products to our five largest customers
accounted for approximately 35% and 50%, respectively, of our revenues. For the
year ended June 30, 1999, one customer accounted for approximately 18% and for
the six months ended December 31, 1999, two customers accounted for 14% and 13%,
respectively, of our revenues. We do not maintain agreements with any of our
customers which purchase cheese products from us pursuant to purchase orders
placed in the ordinary course of business. The loss of certain of our principal
customers or delays in collection or uncollectibility of accounts receivable
from these or other customers could have an adverse effect on our financial
condition, results of operations and liquidity.

Because we are smaller than many of our competitors, we may lack the financial
resources needed to capture increased market share.

Our products compete for consumer recognition and shelf space with
cheese products which have achieved significant regional and local brand name
recognition and consumer loyalty. Many of our competitors such as Kraft,
Sorrento, Sargento and Polly-O have greater financial and other resources than
us. We also compete with other importers of foreign cheese and companies
manufacturing substitute cheese products.

For example, our competitors engage in the following activities, both
generally and in response to efforts by additional competitors, to enter new
markets and market new products:

o Launching extensive print and television campaigns to advertise their
entry into new markets;
o Discounting their services for extended periods of time to attract
new customers and
o Providing enhanced customer service during the initial phases of
these new relationships.

There can be no assurance that we will be able to continue to compete
successfully, particularly as we seek to enter into new markets.

7
<PAGE>

Because we depend on foreign sources of supply and principal suppliers, we may
be unable to obtain adequate supplies.

A significant portion of our bulk cheese requirements are manufactured
by foreign producers located principally in Europe and South America. For the
year ended June 30, 1999 and the six months ended December 31, 1999, we
purchased 18% and 21%, respectively, of our cheese requirements from foreign
sources. Accordingly, we are subject to various risks inherent in foreign trade,
including economic and political instability, shipping delays, fluctuations in
foreign currency exchange rates, custom duties, import quotas and other trade
restrictions, all of which could have a significant impact on our operating
margins and our 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 from Italy, although
there are quotas and duties imposed on parmesan cheese imported from Italy.
Imposition or significant increases in the level of custom duties or import
quotas could have an adverse effect on our business.

We have an agreement with Allied Federated Cooperatives Inc., which
provides that, subject to specified minimum amounts, we will purchase from them
all of our milk requirements used in the manufacture of cheese products at our
Ogdensburg facility. Allied's failure to provide milk products to us, in the
absence of alternative sources of supply, could have an adverse effect on our
Ogdensburg facility's production and, therefore, our business. We are also
dependent on a limited number of other suppliers for all of our requirements of
raw materials, primarily milk used in the manufacture of cheese at our Manteca,
California facility. For the year ended June 30, 1999 and the six months ended
December 31, 1999, our three largest suppliers accounted for, in the aggregate,
approximately 42% and 39%, respectively, of our product requirements, with one
milk supplier accounting for 21% and 17%, respectively, of our requirements.

We do not maintain agreements with any of our suppliers other than
Allied, and our purchases of bulk cheese and milk products are made pursuant to
purchase orders placed in the ordinary course of business. Failure or delay by
principal suppliers in supplying cheese and milk products to us on favorable
terms, or at all, could result in material interruptions in our operations. Our
inability to obtain adequate supplies as a result of any of the foregoing
factors or otherwise could render us unable to fulfill our obligations to
customers, which could adversely affect our business.

A default under our secured credit arrangements could result in a foreclosure of
our assets by our creditors.

Substantially all of our assets are pledged as collateral to secure
outstanding borrowings under the loan agreements with our primary commercial
lenders. Any default under the documents governing our indebtedness could result
in our indebtedness becoming immediately due and payable and result in a
foreclosure of our assets by our creditors which would have a significant
adverse effect on the market value of our common stock.

As of March 31, 2000, we had approximately $67 million of long-term
indebtedness outstanding.

8
<PAGE>

We depend on our key personnel, including Mr. Mark Cocchiola and Mr. Paul
Lauriero, and the loss of the services of Mr. Cocchiola, Mr. Lauriero or any
other key personnel or the failure to hire additional key personnel could
materially adversely affect our business.

Our success is largely dependent on the personal efforts of Mark
Cocchiola, our Chairman, President and Chief Executive Officer and Paul
Lauriero, our Executive Vice President. Although we have 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 our
business and prospects. We have obtained "key man" life insurance in the amount
of $1,000,000 on each of the lives of Messrs. Cocchiola and Lauriero. Our
success is also dependent upon our ability to hire and retain additional
qualified marketing, technical and other personnel and there can be no assurance
that we will be able to do so.

If we cannot successfully negotiate a material union contract, our profitability
may decrease because of work stoppages.

Approximately 50% of our workforce is represented by a union. Our
contract with union employees at our Manteca facility expires in December 2004
and we are currently negotiating the first contract with union employees at our
Ogdensburg facility. Failure to effectively negotiate a material union contract
could result in work stoppages. Although we have not experienced any significant
labor disputes or work stoppages to date and believe that we have satisfactory
relationships with the union representing our workforce, a work stoppage due to
a failure to renegotiate a union contact, or otherwise, could have a material
adverse effect on our business.

Risks Related To Our Industry

We are in a low margin business and our profitability may be negatively impacted
during periods of food price deflation.

The food service distribution industry is characterized by relatively
high inventory turnover with relatively low profit margins. We make a
significant portion of our sales at prices that are based on the cost of
products we sell, plus a percentage markup. As a result, our profit levels may
be negatively impacted during periods of food price deflation. The food service
industry is sensitive to national and economic conditions. Our operating results
also are sensitive to, and may be adversely affected by, other factors that
could affect our operating costs, including unexpected increases in fuel or
other transportation-related costs. There can be no assurance that one or more
of these factors will not adversely affect our future operating results.

Changing consumer preferences or nutritional and health-related concerns may
adversely affect our business.

We are subject to changing consumer preferences and nutritional and
health-related concerns. Our 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 we could become subject to increased
competition from companies whose products or marketing strategies address these
consumer concerns.

9
<PAGE>

Because we sell food products, we face the risk of exposure to product liability
claims.

We, like any other seller of food, face the risk of exposure to product
liability claims in the event that our quality control procedures fail and the
consumption of our products causes injury or illness. With respect to product
liability claims, we believe that we have sufficient primary and excess umbrella
liability insurance. However, this insurance may not continue to be available at
a reasonable cost, or, if available, may not be adequate to cover liabilities.
We generally seek contractual indemnification and insurance coverage from
parties supplying us products, but this indemnification or insurance coverage is
limited, as a practical matter, to the creditworthiness of the indemnifying
party, and their carriers, if any, as well as the insured limits of any
insurance provided by suppliers. If we do not have adequate insurance or
contractual indemnification available, product liability claims relating to
defective products could have a material adverse effect on our financial
condition, results of operations and liquidity.

Government regulation could increase our costs of production and increase our
legal and regulatory expenditures.

We are subject to extensive regulation by the United States Food and
Drug Administration, the United States Department of Agriculture, and other
state and local authorities in jurisdictions in which our products are
manufactured, processed or sold. Among other things, these regulations govern
the manufacturing, importation, processing, packaging, storage, distribution and
labeling of our 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 as well as general
"Good Manufacturing Practices" with respect to manufacturing and production
processes. Our manufacturing and processing facilities and products are also
subject to periodic compliance inspections by federal, state and local
authorities. We are also subject to environmental regulations governing the
discharge of food waste. We believe that we are in compliance with all material
laws and regulations governing our material operations and that we have obtained
all material licenses and permits necessary for the conduct of our business.
Amendments to existing statutes and regulations, adoption of new statutes and
regulations as well as our expansion into new operations and jurisdictions will
require us to obtain additional licenses and permits and could require us to
adapt or alter methods of operations at costs which could be substantial. There
can be no assurance that we 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 us to civil
remedies, including fines, injunctions, recalls or seizures, as well as possible
criminal sanctions, which could have a material adverse effect on our business.

Risks Related To This Offering

The market price of our stock could be subject to fluctuations.

The market price of our common stock could be subject to fluctuations
in response to factors such as the following, some of which are beyond our
control:

o quarterly variations in our operating results;
o operating results that vary from the expectations of securities
analysts and investors;
o changes in expectations as to our future financial performance,
including financial estimates by securities analysts and investors;

10
<PAGE>

o announcements by us or our competitors of major business
developments, such as new products, services or technologies or
significant contracts, acquisitions, strategic partnerships, joint
ventures or capital commitments;
o announcements by third parties of significant claims or proceedings
against us;
o future sales of our common stock; and
o general market conditions.

Investors will incur immediate dilution and may experience further dilution.

The offering price of our common stock will be substantially higher
than the pro forma net tangible book value per share of the outstanding common
stock immediately after the offering. If you purchase common stock in this
offering, you will incur immediate and substantial dilution in the pro forma net
tangible book value per share of the common stock from the price you pay for
common stock. We also have a large number of outstanding stock options and
warrants to purchase our common stock with exercise prices significantly below
the estimated offering price of the common stock for this offering. To the
extent these options or warrants are exercised, you will be further diluted.

837,921, or 14.9%, of our total issued and outstanding shares are restricted
from immediate resale but may be sold into the market in the near future. This
could cause the market price of our common stock to drop significantly, even if
our business is doing well.

After this offering, we will have issued and outstanding 5,613,896
shares of common stock, including the 1,100,000 shares of common stock we and
certain of the selling stockholders are selling in this offering, of which
4,562,605 may be resold in the public market immediately. The remaining 14.9%,
or 837,921 shares, of our total issued and outstanding shares are restricted
from sale for six months from the date of this prospectus due to an agreement
the holders of these shares have with the managing underwriter. However, the
managing underwriter can waive this restriction and allow these stockholders to
sell their shares at any time.

In addition, up to 150,000 shares issuable upon exercise of warrants
held by certain selling stockholders which are not included in the underwritten
offering are restricted from sale for six months from the date of this
prospectus due to an agreement between the selling stockholders and the managing
underwriter. However, the managing underwriter can waive this restriction and
allow the selling stockholders to sell the shares at any time. For a more
detailed description, see "Shares Eligible for Future Sale."

As restrictions on resale end, the market price could drop
significantly if the holders of these restricted shares sell them or are
perceived by the market as intending to sell them.

We also have outstanding options and warrants to purchase approximately
1,476,833 shares of our common stock. Sales of a significant number of these
shares would also have a depressive effect on the market price of our common
stock.

11
<PAGE>

Our managing underwriter has limited experience as managing underwriter of a
public offering and its lack of experience may affect this offering and future
trading of our common stock.

Although Hobbs Melville Securities Corp. has engaged in the investment
banking business since its formation as a broker-dealer on October 4,1993, and
its principals have had extensive experience in the underwriting of securities
in their capacities with other broker-dealers, this offering constitutes one of
the first public offerings for which it has acted as managing underwriter. There
can be no assurance that its lack of public offering experience will not affect
this proposed public offering of our common stock and future trading of our
common stock.

Provisions in our Charter and Share Purchase Rights Plan may prevent an
acquisition of Suprema.

Certain provisions of our Certificate of Incorporation and our 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 our
company deemed undesirable by our Board of Directors. Under our Certificate of
Incorporation, there are approximately 4,500,000 unreserved shares of common
stock and 2,000,000 shares of preferred stock available for future issuance
without stockholder approval. The Share Purchase Rights Plan, commonly known as
a "poison pill," states that, in the event that an individual or entity acquires
15% of the outstanding shares of our company, stockholders other than the
acquiror may purchase additional shares of our 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 our company.

We do not expect to pay dividends.

We have not paid any cash dividends on our common stock to date and do
not expect to pay dividends for the foreseeable future. Under existing loan
agreements with our principal lender, we are not permitted to pay dividends
without the lender's consent.

This prospectus contains forward-looking statements which may not turn out to be
correct.

This prospectus contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. We intend the forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements in these sections. All statements regarding our expected financial
position and operating results, our business strategy and our plans are
forward-looking statements. These statements can sometimes be identified by our
use of words such as "may," "anticipate," "expect," "intend," "estimate" or
similar expressions. Our expectations in any forward-looking statements may not
turn out to be correct. Our actual results could be materially different from
those discussed in or implied by these statements, and you may consider these
differences important to your investment decision. Important factors that could
cause our actual results to be materially different include those discussed
under "Risk Factors." You should not place undue reliance on the forward-looking
statements, which speak only as of the date the statements were made.

12
<PAGE>

We believe it is important to communicate our expectations to our
investors. However, there may be events in the future that we are not able to
predict accurately or over which we have no control. The risk factors described
in the proceeding pages, as well as any cautionary language in this prospectus,
provide examples of risks, uncertainties and events that may cause our actual
results to differ materially from the expectations we describe in our
forward-looking statements. Before you invest in our common stock, you should be
aware that the occurrence of the events described in these risk factors and
elsewhere in this prospectus could materially and adversely affect our business,
operating results and financial condition.

USE OF PROCEEDS

The net proceeds we will receive from the sale of 1,000,000 shares of
our common stock in this offering are estimated to be $________, or $_________
if the portion of the underwriter's over-allotment option granted by us is
exercised in full, based on an assumed public offering price of $______ per
share. We will not receive any proceeds from the sale of shares by the selling
stockholders.

We expect to use the net proceeds approximately as follows:

o $_______ to purchase production equipment to expand our
manufacturing capabilities at our Manteca, California facility.

o $_______ for research and development expenses associated with
developing new cheese products.

o $_______ for working capital and general corporate purposes.

We will determine, at our discretion, the amount actually expended for
each purpose. Our future expenditures and allocation of the net proceeds of the
offering will depend on many factors, including the amount necessary for
marketing and promotion, development of technology, our entrance into strategic
alliances and other factors. Accordingly, the actual amount of proceeds devoted
to each purpose may vary substantially from the amount set forth above.

Pending the uses described above, the net proceeds of this offering
will be invested primarily in short-term, investment-grade, interest-bearing
securities. We currently anticipate that the net proceeds received by us from
this offering, together with cash generated from operations and existing cash
balances, will be sufficient to satisfy our operating cash needs for at least 12
months from receipt of the proceeds.

PRICE RANGE OF COMMON STOCK

Our 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, our stock commenced

13
<PAGE>

trading on the NASDAQ National Market System. The following table sets forth the
high and low last reported sale prices of our common stock for the periods
indicated below.

<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
Year Ended June 30, 1998
First Quarter............................................. $4.2500 3.2500
Second Quarter............................................ 3.875 2.7813
Third Quarter............................................. 4.9375 3.2500
Fourth Quarter............................................ 4.4375 3.375

Year Ended June 30, 1999
First Quarter............................................. 4.00 2.8125
Second Quarter............................................ 5.00 4.5000
Third Quarter............................................. 7.6875 4.625
Fourth Quarter............................................ 7.125 4.6875

Year Ended June 30, 2000
First Quarter............................................. 9.125 6.8750
Second Quarter............................................ 9.750 7.00
Third Quarter (through May 9, 2000)....................... 10.500 7.938
</TABLE>

The closing price of the common stock on May 9, 2000 was $8.75.

As of May 9, 2000, the number of record holders of our common stock was
68. We believe that this number does not include an estimated 1,000 beneficial
owners of our common stock who currently hold such securities in the name of
depository institutions.

DIVIDEND POLICY

To date, we have not declared or paid any cash dividends on our common
stock. The payment of dividends, if any, in the future is within the discretion
of the Board of Directors and will depend upon our earnings, capital
requirements, financial condition and other relevant factors. We presently
intend to retain all earnings to finance the growth and development of our
business and do not expect to declare or pay any cash dividends in the
foreseeable future. Our agreement with our lending institutions prohibits the
payment of cash dividends, other than dividends on the preferred stock.

<PAGE>

CAPITALIZATION

The following table sets forth our capitalization as of December 31,
1999, on an actual basis and as adjusted to give effect to the sale and issuance
by Suprema of 1,000,000 shares of common stock in this offering at an assumed
public offering price of $_______ per share having estimated net proceeds of
$___________. The use of net proceeds is as described in the section "Use of
Proceeds." You should read this together with the consolidated financial
statements and the related notes included in this prospectus.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
December 31, 1999
- ----------------------------------------------------------------------------------------------------------------
Actual As Adjusted
------------ -----------
<S> <C> <C>
Long term debt and capital lease obligations (including current portion).... $ 57,514,398 $57,514,398
------------ ------------
Stockholders' equity:
Preferred stock, $.01 par value, 2,500,000 shares authorized, none
issued and outstanding.................................................
Common Stock, $.01 par value, 10,000,000 shares authorized;
4,613,896 issued and outstanding, 5,613,896 issued and
outstanding, as adjusted............................................... 46,138 56,138
Additional paid-in capital.................................................. 11,300,623
Retained earnings........................................................... 12,531,325
Treasury Stock, at cost..................................................... (1,442,620)
------------ ------------
Stockholders' equity........................................................ 22,435,466
------------ ------------
Total capitalization................................................... $100,739,627 $
------------ ------------
================================================================================================================
</TABLE>

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following table shows summary historical consolidated financial
information of Suprema. The historical financial information as of June 30, 1999
and 1998 and for each of the three years in the period ended June 30, 1999 has
been derived from the audited consolidated financial statements and related
notes included in and incorporated by reference in this prospectus. You should
read this information together with those financial statements and "Management's
Discussion and Analysis of Results of Operations and Financial Condition" which
is also included in and incorporated by reference in this prospectus. Summarized
historical consolidated financial information of Suprema as of June 30, 1997,
1996 and 1995 and for the years ended June 30, 1996 and 1995 has been derived
from audited consolidated financial statements which do not appear in the
documents included in or incorporated by reference in this prospectus.

The historical statements of earnings and balance sheet data as of
December 31, 1999 and 1998 and for the six months ended December 31, 1999 and
1998 have been derived from unaudited financial statements. The financial
statements as of December 31, 1999 and for the six month periods ended December
31, 1999 and 1998 are unaudited; however, in the opinion of management all
adjustments (consisting solely of normal recurring adjustments) necessary for a
fair presentation of the financial statements for the interim periods have been
made. The unaudited results of interim periods are not necessarily indicative of
the results to be obtained in a full fiscal year.

15
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended
December 31, Years Ended June 30,
-------------------- ---------------------------------------------------
1999 1998 1999 1998 1997 1996 1995
-------------------- ---------------------------------------------------
(unaudited) (In thousands, except per share data)
Statement of Earnings Data:
<S> <C> <C> <C> <C> <C> <C> <C>
Net Sales........................................ $126,704 $81,551 $176,281 $108,140 $88,311 $65,104 $52,109
Earnings before extraordinary loss on
Extinguishment of debt........................ 2,917 1,856 4,208 2,417 121 1,409 912
Net Earnings..................................... 2,917 1,856 4,208 1,406 121 1,409 912
Earnings Per Share before Extraordinary loss on
Extinguishment of debt (Basic) ............... .66 .41 .93 .53 .03 .46 .32
Earnings Per Share before Extraordinary loss on
Extinguishment of debt (Diluted).............. .57 .39 .86 .51 .02 .40 .32
Net Earnings per Share (Basic) .................. .66 .41 .93 .31 .03 .46 .32
Net Earnings per Share (Diluted) ................ .57 .39 .86 .30 .02 .40 .32
Weighted Average Common Shares Outstanding
(Basic)...................................... 4,441 4,552 4,537 4,563 4,552 2,768 2,352
Weighted Average Common Shares Outstanding
(Diluted)..................................... 5,144 4,803 4,884 4,745 5,040 3,195 2,369

December 31, June 30,
------------------ --------------------------------------------------
1999 1998 1999 1998 1997 1996 1995
----------------- --------------------------------------------------
(unaudited) (In thousands)
Balance Sheet Data:
Working Capital.................................. $71,724 $47,013 $56,265 $43,873 $32,546 $19,374 $11,209
Total Assets..................................... 100,740 66,622 81,999 62,081 47,043 41,663 27,212
Long Term Debt Obligations (including capital
lease and current portion)....................... 57,514 16,437 44,125 35,493 23,772 18,482 13,310
Total Liabilities ............................... 78,305 49,126 61,488 45,387 31,754 27,577 19,811
Warrants subject to mandatory redemption -- -- -- -- 1,171 1,171 --
Stockholders' Equity............................. 22,435 17,496 20,511 16,695 15,289 14,086 7,401
</TABLE>
The statement of earnings data for the fiscal year ended 1998 gives
effect to our incurring an extraordinary loss on extinguishment of debt of
approximately $1,773,000 ($1,011,000, net of tax) resulting from our early
retirement of subordinated debt and repurchase of warrants attached to the
subordinated debt.

The statement of earnings data for the fiscal year ended June 30, 1996
gives effect to income of approximately $412,000 related to our payment in full
of a note relating to a licensing agreement.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Overview

We are a manufacturer, shredder, grater, and marketer of a variety of
gourmet all natural Italian variety cheeses. Our cheese which we market under
the Suprema Di Avellino brand name, as well as private label, 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. Our cheese products are all natural and do not contain any
preservatives, additives, sweeteners, dehydrated fillers or artificial
flavorings. We sell our products to customers in the food service, food
ingredient, and retail markets.

16
<PAGE>

We maintain three operating facilities. Our East Coast production
facility and corporate headquarters is located in Paterson, New Jersey and is
equipped with state-of-the-art equipment for grating, shredding and packaging
our cheeses. Our West Coast facility, Suprema Specialties West, Inc., is located
in Manteca, California and is equipped with state-of-the-art equipment for
cheese production, shredding, packaging and whey processing. Our Northeast
facility located in Ogdensburg, New York, is a cheese production and whey
processing facility.

As part of our continuing effort to manufacture and market superior
products and to expand our current product line, we have recently enhanced our
research and development expertise. We are currently focusing our efforts on
expanding our product lines in two diverse areas: processed mozzarella cheese,
which will have a shelf life of at least six months without the need for
refrigeration yet will have natural mozzarella cheese characteristics, and whey
protein components, which will be sold to third-parties for use as nutrient
supplements and ingredients in a variety of products.

We record revenues when our products are shipped to customers. Our
customers generally do not have the right to return products that have been
shipped.

Results of Operations

The following table sets forth, for the periods indicated, the
percentage of revenues represented by certain items reflected in our statements
of earnings.
<TABLE>
<CAPTION>
As A Percentage of Net Sales
--------------------------------------------------------
Six Months Ended
December 31, Years Ended June 30,
------------------- -------------------------------
1999 1998 1999 1998 1997
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net Sales.............................................. 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of Sales......................................... 83.3 82.8 83.0 82.7 83.0
------ ------ ------ ------ ------
Gross margin.......................................... 16.7 17.2 17.0 17.3 17.0
Selling and shipping expenses......................... 8.4 8.4 8.0 7.4 10.4
General and administrative expenses................... 2.3 2.4 2.5 3.4 2.5
Interest expense, net................................. 2.1 2.6 2.5 2.7 2.5
Other expense......................................... -- -- -- -- 1.4
------ ------ ------ ------ ------
Earnings before income taxes and extraordinary item... 3.9 3.9 4.0 3.8 .2
Income taxes.......................................... 1.6 1.6 1.6 3.8 .2
------ ------ ------ ------ ------
Earnings before extraordinary item.................... 2.3 2.3 2.4 2.2 .1
Extraordinary loss on extinguishment of debt.......... -- -- -- (.9) --
------ ------ ------ ------ ------
Net Earnings.......................................... 2.3 2.3 2.4 1.3 .1
====== ====== ====== ====== ======
</TABLE>
Six months Ended December 31, 1999 Compared to Six Months Ended December 31,
1998.

Net sales for the six month period ended December 31, 1999 were
approximately $126,704,000 as compared to approximately $81,551,000 for the six
months ended December 31, 1998, an increase of approximately $45,153,000 or
55.4%. This increase reflects an increase in sales volumes for food service
products manufactured by us and, to a lesser extent, the increase in the average
selling price for cheese (as a result of the higher average CME Block Cheddar
Market, the commodity index on which bulk cheese prices are based) during the
first quarter of fiscal 2000.

17
<PAGE>

Our gross margin increased by approximately $7,104,000, from
approximately $14,051,000 in the six month period ended December 31, 1998 to
approximately $21,155,000 in the six month period ended December 31, 1999,
primarily as a result of an increase in sales volume for food service products
manufactured by us and to a lesser extent an increase in the average selling
price as a result of the higher average CME Block Cheddar Market during the
quarter ended September 30, 1999. Our gross margin as a percentage of sales
decreased from 17.2% in the six months ended December 31, 1998 to 16.7% for the
comparable six month period in 1999. The decrease in gross margin as a
percentage of sales was primarily due to the higher costs of raw materials
during the three months ended September 30,1999, along with the lower average
selling price for cheese (as a result of the lower average CME Block Cheddar
Market) during the three months ended December 31, 1999, as well as the shift
toward lower margin sales associated with the food service markets, partially
offset by the increase in the sales volume.

Selling and shipping expenses increased by approximately $3,767,000
from approximately $6,842,000 for the six month period ended December 31, 1998
to approximately $10,609,000 for the six month period ended December 31, 1999.
The increase in selling and shipping expenses is primarily due to increases in
advertising and promotional allowances, commission expense and shipping expenses
in support of the company's revenue growth. As a percentage of sales, selling
and shipping expenses remained constant at 8.4% for the six month period ended
December 31, 1999, as compared to the six month period December 31, 1998.

General and administrative expenses increased by approximately $954,000
from approximately $1,973,000 for the six month period ended December 31, 1998
to approximately $2,927,000 for the comparable period in fiscal year 2000. The
increase in general and administrative expenses is primarily a result of an
increase in personnel and other administrative expenses associated with our
revenue growth. As a percentage of sales, general and administrative expenses
decreased slightly to 2.3% for the six month period ended December 31, 1999,
from 2.4% for the comparable period in 1998, primarily due to the increase in
our revenue growth, which was partially offset by an increase in personnel and
other administrative expenses.

Net interest expense increased to approximately $2,678,000 for the six
month period ended December 31, 1999 from approximately $2,090,000 for the six
month period ended December 31, 1998. The increase was primarily the result of
our expanded borrowing requirements necessary for working capital needs.

The provision for income taxes for the six month period ended December
31, 1999, increased by approximately $733,000 as compared to the six month
period ended December 31, 1998 primarily as a result of increased taxable
income. The effective tax rate is relatively consistent between the periods.

Net earnings increased by approximately $1,061,000 to approximately
$2,917,000 for the six month period ended December 31, 1999, from approximately
$1,856,0000 for the comparable period ended December 31, 1998, due to the
increase in gross margin primarily as a result of increased sales volumes, which
was partially offset by the increases in selling and shipping expenses, general
and administrative expenses and interest expense.

Year Ended June 30, 1999 Compared to Year Ended June 30, 1998

Revenues for the fiscal year ended June 30, 1999 were approximately
$176,281,000, as compared to approximately $108,140,000 for the fiscal year

18
<PAGE>

ended June 30, 1998, an increase of approximately $68,141,000, or 63.0%. This
increase reflects higher sales volume for food service products manufactured by
us.

Our gross margin increased by approximately $11,184,000, from
approximately $18,745,000 for the year ended June 30, 1998 to approximately
$29,929,000 for the fiscal year ended June 30, 1999, primarily as a result of
the increased sales volume. Our gross margin as a percentage of sales decreased
slightly from 17.3% in the year ended June 30, 1998 to 17.0% in the year ended
June 30, 1999. The decrease in gross margin as a percentage of net sales was due
primarily to the higher costs of raw materials during the fiscal year ended June
30, 1999, as well as the shift toward lower margin sales associated with the
food service and food ingredient markets, partially offset by the increase in
sales volumes.

Selling and shipping expenses increased by approximately $6,020,000
from approximately $8,025,000 during the fiscal year ended June 30, 1998 to
approximately $14,045,000 during the fiscal year ended June 30, 1999. As a
percentage of sales, selling and shipping expenses increased from 7.4% for the
fiscal year ended June 30, 1998 to 8.0% for the fiscal year ended June 30, 1999.
The increase in selling and shipping expenses and the increase of such expenses
as a percentage of net sales is primarily due to increases in advertising and
promotional allowances of $2,996,000, commission expense and shipping expenses
in support of our revenue growth.

General and administrative expenses increased from approximately
$3,636,000 in fiscal year 1998 to approximately $4,421,000 in fiscal year 1999.
The increase in general and administrative expenses is primarily due to an
increase in personnel and other administrative expenses associated with our
revenue growth. As a percentage of sales, general and administrative expenses
decreased from 3.4% in fiscal year 1998 to 2.5% in fiscal year 1999. The
decrease in general and administrative expenses incurred as a percentage of
sales is primarily due to the increase in our revenue growth, which was
partially offset by an increase in personnel and other administrative expenses
in association with our sales growth.

Net interest expense increased to approximately $4,329,000 for the year
ended June 30, 1999, from approximately $2,917,000 for the year ended June 30,
1998. The increase in interest expense was primarily the result of our expanded
borrowing necessary to finance working capital needs.

The provision for income taxes for the year ended June 30, 1999
increased by approximately $1,176,000 compared to fiscal year 1998, primarily as
a result of increased taxable income.

We took an extraordinary charge on the extinguishment of the
subordinated debt notes net of tax of approximately $1,011,000 during the
quarter ended December 31, 1997. (See Note 7 to the consolidated financial
statements.) The charge was the result of prepayment penalties related to the
early extinguishment of the subordinated debt and associated fees.

Net earnings before the extraordinary charge on the extinguishment of
the subordinated debt increased by approximately $1,791,000 to approximately
$4,208,000 in fiscal year 1999 from approximately $2,417,000 in fiscal year 1998
due to the reasons discussed above.

Net earnings increased by approximately $2,802,000 to approximately
$4,208,000 in fiscal year 1999 from approximately $1,406,000 in fiscal year 1998
due to the reasons discussed above.

19
<PAGE>

Year Ended June 30, 1998 Compared to Year Ended June 30, 1997

Revenues for the fiscal year ended June 30, 1998 were approximately
$108,140,000, as compared to approximately $88,311,000 for the fiscal year ended
June 30, 1997, an increase of approximately $19,829,000, or 22.5%. This increase
reflects higher sales volume for food service products manufactured by us.

Our gross margin increased by approximately $3,697,000, from
approximately $15,048,000 for the year ended June 30, 1997 to approximately
$18,745,000 for the year ended June 30, 1998, primarily as a result of the
increased sales volume. Our gross margin as a percentage of sales increased from
17.0% in the year ended June 30, 1997 to 17.3% in the year ended June 30, 1998.
The increase in gross margin as a percentage of net sales was due primarily to
lower costs of raw materials during the fiscal year ended June 30, 1998,
partially offset by higher costs associated with our Ogdensburg, New York
manufacturing facility and the shift toward lower margin sales associated with
the food service and food ingredient markets.

Selling and shipping expenses decreased by approximately $1,151,000
from approximately $9,176,000 during the fiscal year ended June 30, 1997 to
approximately $8,025,000 during the fiscal year ended June 30, 1998. As a
percentage of sales, selling and shipping expenses decreased from 10.4% for the
fiscal year ended June 30, 1997 to 7.4% for the fiscal year ended June 30, 1998.
The decrease in selling and shipping expenses was primarily due to the unusual
charge associated with the write-off of the marketing service agreements in
fiscal 1997 of approximately $944,000 as such amounts no longer had continuing
value as a result of declining relevance of these product lines, as well as a
decrease in freight expenses due to our Ogdensburg facility coming on line. See
note 5 to the consolidated financial statements.

General and administrative expenses increased from approximately
$2,181,000 in fiscal year 1997 to approximately $3,636,000 in fiscal year 1998.
As a percentage of sales, general and administrative expenses increased from
2.5% in fiscal year 1997 to 3.4% in fiscal 1998. The increase in general and
administrative expenses is primarily due to an increase in personnel and other
administrative expenses in association with our sales growth.

Net interest expenses increased to approximately $2,917,000 for the
year ended June 30, 1998 from approximately $2,231,000 for the year ended June
30, 1997. The increase was primarily the result of our expanded borrowing
requirements necessary to finance working capital needs, partially offset by a
decrease in capital lease interest expense due to the sale leaseback transaction
completed during the fourth quarter of fiscal 1997.

Other income changed from a loss of approximately $1,259,000 in fiscal
year 1997 to $0 in fiscal year 1998. The loss in fiscal year 1997 was
attributable to the sale of our assets in association with the sale leaseback
transaction we completed during the fourth quarter of fiscal 1997. See Note 4 to
the consolidated financial statements.

The provision for income taxes for the year ended June 30, 1998
increased by approximately $1,670,000 compared to fiscal year 1997 primarily as
a result of increased taxable income and an increase in the effective tax rate
from 40 percent to 42 percent.

<PAGE>

We took an extraordinary charge on the extinguishment of the
Subordinated Debt Notes net of tax of approximately $1,011,000 during the
quarter ended December 31, 1997. See Note 7 to the consolidated financial
statements. The charge was the result of prepayment penalties related to the
early extinguishment of the subordinated debt and associated fees.

Net earnings applicable to common stock before the extraordinary charge
on the extinguishment of the subordinated debt increased by approximately
$2,296,000 to approximately $2,417,000 in fiscal year 1998 from approximately
$121,000 in fiscal year 1997 due to the reasons discussed above.

Net earnings applicable to common stock increased by approximately
$1,285,000 to approximately $1,406,000 in fiscal year 1998 from approximately
$121,000 in fiscal year 1997 due to the reasons discussed below.

Liquidity and Capital Resources

As of December 31, 1999, we had working capital of approximately
$71,724,000, as compared with $56,265,000 at June 30, 1999, an increase of
approximately $15,459,000. The increase in working capital is primarily due to
the increase in accounts receivable inventory levels in support of our increased
sales volumes, as well as increases in prepaid expenses and other current
assets, as well as decreases in income taxes payable and accrued expenses and
other current liabilities, partially offset by an increase in accounts payable.

We previously entered into certain capital lease financing transactions
to purchase equipment. As of December 31, 1999, we had obligations of
approximately $1,997,702 under capital leases.

In March 1996, we purchased our Paterson, New Jersey production
facility which we had not previously leased. On March 29, 1999, we refinanced
our mortgage on our Paterson facility for the principal amount of $929,573. The
seven year note, which bears interest at 7.85% per annum, is being amortized at
a fifteen year rate and requires a balloon payment at the end of year seven of
approximately $501,000. As of December 31, 1999, we had outstanding obligations
of approximately $901,000 under the mortgage on our Paterson, New Jersey
facility.

We have a bank revolving credit facility that in March 2000 was amended
to increase the bank's potential commitment to $85,000,000 through February 15,
2004. The rate of interest on amounts borrowed under the credit facility is the
adjusted LIBOR rate plus 175 basis points. The interest rate as of December 31,
1999 was 8.3%. The credit facility is collateralized by substantially all
existing and acquired assets as defined in the credit facility, and is
guaranteed by our subsidiaries, Suprema Specialties West, Inc., and Suprema
Specialties Northeast, Inc. and the pledge of all of the stock of these
subsidiaries. Advances under this credit facility are limited to 85% of eligible
accounts receivable, and 60% of most inventory. The credit facility agreement
contains restrictive covenants, including the maintenance of specified total
debt to tangible net worth ratios, minimum levels of consolidated net worth and
capital expenditure limitations, as defined in the agreement, and restriction on
dividends to common stockholders. We believe we are in compliance with these
covenants. As of December 31, 1999, our total outstanding debt to our lender was
approximately $44,115,000.

Our management believes that, with an increase in its line of credit
facility to $85,000,000, we have adequate working capital to meet our reasonably
foreseeable cash requirements.

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<PAGE>

Net cash used in operating activities in the six month period ended
December 31, 1999 was approximately $11,729,000, as compared to $3,811,000 in
the comparable period of the prior year. The use of cash in operations was
primarily the result of increases in accounts receivable and inventories in
support of our increased revenue growth, and prepaid expenses and other current
assets, as well as decreases in income taxes payable and accrued expenses and
other current liabilities partially offset by an increase in net earnings as
adjusted for non-cash expenses, and increases in accounts payable and income
taxes payable. The cash used in operations was financed through cash flow from
financing activities, primarily proceeds from existing credit facilities. Net
cash used in investing activities in the six month period ended December 31,
1999 was approximately $587,000, as compared to $783,000 in the six month period
ended December 31, 1998, as a result of continued expenditures for fixed assets,
including capital equipment utilized in our manufacturing facilities in Manteca,
California and Ogdensburg, New York. As a result, as of December 31, 1999, we
had cash of approximately $438,000.

Foreign Currency

We are 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
our ability to obtain supplies and deliver finished products on a timely and
competitive basis. We have no material unhedged monetary assets, liabilities or
commitments denominated in currencies other than the United States dollar. We do
not engage in foreign currency hedging transactions.

Effect of New Accounting Pronouncements

In June 1998, SFAS 133, "Accounting for Derivative Instruments and
Hedging Activities," was issued. SFAS 133, as amended by SFAS 137, standardizes
accounting and reporting for derivative instruments and for hedging activities.
This statement is effective for our 2001 fiscal year. Based on an assessment of
current operations, we do not expect SFAS 133 to be have any significant effect
on our financial statements.

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition ("SAB 101") which broadly
addresses how companies report revenues in their financial statements. We are in
the process of evaluating the accounting requirements of SAB 101 and do not
expect that this standard will have a material effect, if any, on its financial
position, results of operations, or cash flows.

Quantitative and Qualitative Disclosures About Market Risk

The carrying amounts of financial instruments, including cash and cash
equivalents, accounts receivable, accounts payable and accrued liabilities,
approximate fair value because of the current nature of these instruments. The
carrying amounts reported for revolving credit and long-term debt approximate
fair value because the interest rates on these instruments are subject to
changes with market interest rates.

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<PAGE>

BUSINESS

General

We manufacture, shred, grate and market a variety of all natural,
gourmet cheeses under the Suprema Di Avellino(R) brand name, as well as private
label. Our product lines consist 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. Our cheeses do not
contain any preservatives, additives, sweeteners, dehydrated fillers or
artificial flavorings. We sell our products to customers in all three groups
within the cheese industry: food service, food ingredient and retail.

We maintain three primary facilities. We manufacture cheeses at our
facilities in Manteca, California and Ogdensburg, New York. At our Paterson, New
Jersey facility, bulk cheese manufactured by us or imported primarily from
Europe and, to a lesser extent, South America, is shredded or grated and then
packaged for distribution.

We package and sell our bulk cheeses to national food service
distributors, which then sell the products to restaurants, hotels, caterers, and
others. We also sell our products to food manufacturers who use our cheese as an
ingredient for prepared foods. We offer many of our products in shrink-wrapped
plastic packaging and in plastic pillow packs which ensures continued freshness
and gourmet quality. In addition to standard sizes, we also package our products
in customized sizes to meet the specific needs of our food service distributors
and food manufacturer customers.

We currently sell our retail product line in selected regional markets,
including New England, the New York Metropolitan area, Maryland, District of
Columbia, Florida, Pennsylvania and the Chicago Metropolitan area. We package
most of our cheeses in convenient resealable tamper-resistant transparent
plastic cups and shakers. We believe that our packaging enhances the gourmet
quality and image of our cheeses. We offer our cheeses in a wide variety of
retail package sizes, ranging from 6 ounces to 3 pounds. We use various
techniques to preserve the freshness of our products, including, controlled
atmosphere, heat sealed packaging and a moisture reduction process which extends
the shelf-life of our grated and shredded cheeses. Our cheeses are sold in well
known chain stores, including D'Agostino's, Food Town, Giant, King Kullen,
Shop-Rite, Stop'N Shop, Super Valu and BJ's Wholesale Club.

As part of our continuing effort to manufacture and market superior
products and to expand our current product line, we have increased our research
and development expertise. We are currently focusing our efforts in expanding
our product lines in two diverse areas: processed mozzarella cheese, which will
have a shelf-life of at least six months without the need for refrigeration yet
will have natural mozzarella cheese characteristics, and whey protein
components, which will be sold to third-parties for use as nutrient supplements
and ingredients in a variety of products.

23
<PAGE>

food manufacturers, accounts for 16% of industry sales and the retail group,
comprised of grocery stores, delicatessens and gourmet shops, accounts for 40%
of industry sales.

Products and Customers

We principally market our cheeses under the Suprema Di Avellino(R)
brand name, as well as private label to the three groups within the cheese
industry. Our product lines consist 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 which contain less fat and fewer calories.
Our cheeses are all natural and do not contain any preservatives, additives,
sweeteners, dehydrated fillers or artificial flavorings.

We sell our cheeses nationally to food service industry distributors
and food manufacturers, principally in bulk. For the years ended June 30, 1999,
1998 and 1997, and the six months ended December 31, 1999, sales of cheese
products to food service distributors accounted for approximately 91%, 88%, 83%
and 90%, respectively of our net sales; sales to food manufacturers accounted
for approximately 6%, 6%, 7% and 8% respectively of our net sales.

Our retail products are sold to supermarket chains, grocery stores,
delicatessens and gourmet shops. Our supermarket customers include well known
chain stores, such as D'Agostino's, Food Town, Giant, King Kullen, Shop-Rite,
Stop'N Shop, Super Valu and BJ's Wholesale Club. For the years ended June 30,
1999, 1998 and 1997, and the six months ended December 31, 1999, sales of cheese
products to retailers accounted for approximately 3%, 6%, 10% and 2%
respectively of our net sales.

We generally sell our cheeses upon receipt of customer purchase orders
and fill orders within approximately seven days. Substantially all of our
products are delivered to customers by independent trucking companies. We do not
have long term purchase agreements with our customers. For the six months ended
December 31, 1999, Noble J.G. Cheese Company and A&J Foods, Inc. accounted for
approximately 14% and 13% of our revenues respectively. For the fiscal years
ended June 30, 1999 and June 30, 1998, A&J Cheese Company accounted for 18% of
our revenues for each year. For the fiscal year ended June 30, 1997, A&J Cheese
Company and Lisanti Foods of New Jersey accounted for 14% and 10% of our net
sales respectively.

New Product Developments

Processed Mozzarella Cheese. In May 1999, Cornell University, one of
the country's leading dairy agricultural centers, granted us an exclusive 17
year license on their U.S. patent for processed mozzarella cheese. Together with
Cornell University, we are developing a processed mozzarella cheese for
commercial distribution that will have a shelf-life of at least six months
without the need for refrigeration, yet will have the natural mozzarella cheese
characteristics of melting, stretching and browning. We believe the prolonged
shelf life of our processed cheese will allow us to offer pizza chains, fast
food restaurants and food manufacturers a consistent "always-ready" cheese
without the concern of spoilage typically associated with a non-processed

24
<PAGE>

mozzarella. This will provide the customer with better inventory control and
flexibility.

We believe that a prolonged shelf-life mozzarella cheese will provide
us with numerous opportunities in the export cheese market. Currently,
non-processed cheeses sold for export are frozen and then shipped overseas.
Because of our product's anticipated extended shelf life and lack of need for
refrigeration or freezing, we expect that our processed cheese will address the
concerns of spoiling and thawing, while maintaining the characteristics of
natural mozzarella cheese.

According to the 1999 Business Trend Analysts report, the processed
cheese market is approximately a $7 billion industry and is projected to
increase to approximately $9.5 billion by 2008. This market consists primarily
of processed American cheese. We expect to become one of the first cheese
companies to offer a processed mozzarella cheese that has all the
characteristics of a natural mozzarella cheese. Based upon our research and
development efforts, we expect to begin commercial production of our processed
mozzarella cheese by the end of 2001. We have applied for, and received "Notices
of Allowance" for two registered trademarks with the United States Trademark and
Patent Office, "Chez" and "Pizza Chez" for use with our proposed new product.

Whey Protein Components. In April 2000, we appointed Professor J.L.
Maubois as a consultant to support our research and development department's
efforts in the field of microfiltration of milk. Professor Maubois is currently
the Director of Research and Development at the National Institute of
Agricultural Research located in Rennes, France. Professor Maubois is considered
a world leader in the application of membrane separation technology of dairy
streams and holds many dairy patents related to membrane technology. Presently,
Professor Maubois and Dr. Reyad Mahmoud, our Director of Research and
Development, are pursuing the application of membrane separation technology to
separate the non-processed raw milk and whey streams in order to selectively
capture components for use in bioactive, nutritional and pharmaceutical
products. These components have many applications and can be used in various
products such as sport beverages, baby formulas, nutrient supplements, and
others.

Production

We manufacture all natural domestic cheeses at our West Coast facility
in Manteca, California and our Northeast facility in Ogdensburg, New York. At
our Manteca facility, raw milk is purchased from milk cooperatives and, through
our state-of-the-art equipment and our proprietary techniques, produced into
cheese. The Manteca facility manufactures the full line of our products,
including mozzarella, provolone, ricotta, domestic parmesan and domestic romano.
Our Manteca facility has shredding capabilities as well as whey processing
equipment. Our Ogdensburg facility manufactures mozzarella and provolone cheeses
and also has whey processing equipment. These facilities serve as distribution
points for various geographic markets throughout the United States. Both
facilities are operating at approximately 80% of production capacity.

We also maintain an East Coast facility in Paterson, New Jersey which
is equipped with state-of-the-art equipment for grating, shredding and packaging
our products. At this facility, bulk cheese from our two manufacturing
facilities, as well as imported bulk cheese, is shredded or grated, packaged and
distributed. We are operating this facility at approximately 63% of production
capacity. Our Paterson facility also serves as our corporate headquarters.

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<PAGE>

We employ a Director of Operations at each facility who makes
pre-production inspections and monitors critical manufacturing and processing
functions. We also employ a Director of Quality Control who oversees the Quality
Control Departments at each of our locations. Our Quality Control Departments
are responsible for testing raw ingredients to ensure that they are free of
contaminants, inspecting production equipment and testing finished products to
ensure both quality and compliance with customer specifications. In addition, we
regularly send random samples of each product to outside laboratories, which
perform routine physical, chemical and micro-biological tests.

Marketing and Advertising

Our Vice President of Sales is responsible for managing and
coordinating our sales efforts and supervising our regional sales
representatives and brokers. We employ regional sales representatives to market
our products as well as a national account representative who is responsible for
sales to our customers who have national operations. Senior management is
responsible for planning and coordinating our marketing programs and maintains a
hands-on relationship with select key accounts. In addition, we engage
independent commission food brokers throughout the United States for marketing
to our customers. To achieve greater market penetration, we continue to
strengthen and expand our sales force and food broker network.

We believe that product recognition by customers, consumers and food
brokers is an important factor in the marketing of our products. We market our
products and brand name through the use of promotional materials, including full
color product brochures, circulars, free standing product displays, newspaper
inserts and various co-op advertisement programs. Our Vice President of Market
Development is responsible for designing product literature and brochures, as
well as identifying and assessing potential new geographic markets.

Suppliers

Our principal ingredient is raw milk. We believe that there are
numerous alternative sources of supply available to us, including for raw milk
which is currently provided by our largest supplier. For the fiscal years ended
June 30, 1999, 1998 and 1997 and the six months ended December 31, 1999, our
largest supplier, a milk cooperative, accounted for approximately 21%, 25%, 31%
and 17%, respectively, of all of our purchases. We do not usually maintain
contracts with our suppliers.

We import certain of our bulk cheeses directly from Europe and, to a
lesser extent, South America. We purchase cheese supplies in large quantities in
order to obtain volume discounts and place orders for imported bulk cheese
approximately four to six months in advance of anticipated production
requirements. For the fiscal years ended June 30, 1999, 1998 and 1997 and the
six months ended December 31, 1999, approximately 18%, 5%, 7% and 21%,
respectively, of our supply requirements were imported.

Trademarks

In September, 1992, we registered the name Suprema Di Avellino(R)with
the United States Patent and Trademark Office. We have received a notice of
allowance from the United States Patent Office with respect to the trademarks
"Chez" and "Pizza Chez".

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<PAGE>

Government Regulation

Advertising relating to our products is subject to review of the
Federal Trade Commission and state agencies to monitor and prevent unfair or
deceptive trade practices.

Competition

We face significant competition in the marketing and sales of our
products. Our wholesale products compete on the basis of price, quality and
service with products of companies such as Dairy Farmers of America, Beatrice
Cheese Company and Stella Foods. Our retail products compete for brand
recognition and shelf space with brands which have achieved significant consumer
loyalty, such as Kraft, Sorrento, Sargento and Polly-O, as well as private
label. We also compete with importers of foreign cheese and companies
manufacturing substitute cheese products. Many of these products are marketed by
companies with significantly greater financial and other resources which allows
them to procure supermarket shelf space and to implement extensive advertising
and promotional programs.

We believe the principal competitive factors in the marketing of
cheeses are price, quality, freshness, brand recognition and packaging
convenience. Because our current products are positioned as all natural and
gourmet, we generally price them at a premium to certain competitive products.

We are subject to evolving consumer preferences, nutritional and
health-related concerns. We believe that the absence of preservatives,
additives, sweeteners, dehydrated fillers or artificial flavorings increases the
appeal of our products to consumers. In addition, in response to certain
consumer concerns we have certain all natural "lite" cheese products which
contain less fat and fewer calories. We expect to see increased competition from
other companies whose products or marketing strategies address these consumer
concerns.

Employees

As of April 30, 2000, we had 227 full-time employees of which 13 are
employed in executive capacities and management positions, 18 are engaged in
sales and marketing and administrative capacities and 196 are engaged in
production and operations. Approximately 50% of our total workforce is
represented by a union. We entered into a new contract with our union employees
in Manteca, California which expires in December 2004. We are currently in
negotiations with our union employees at our Ogdenburg, New York facility to
formalize their first contract. We consider relations with our employees to be
satisfactory.

<PAGE>

DESCRIPTION OF SECURITIES

Suprema 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 May 9, 2000, there were 4,625,563 shares of common stock and no
shares of preferred stock issued and outstanding.

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 the liquidation,
dissolution or winding up of Suprema, the holders of common stock are entitled
to ratably share the assets of Suprema, if any, legally available for
distribution to them after payment of the debts and liabilities of Suprema 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 no 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

We are authorized to issue 2,500,000 shares of preferred stock. The
preferred stock can be issued from time to time in one or more series which may
rank senior to the common stock with respect to the payment of dividends and in
the event of liquidation, dissolution or winding-up of our company. Our Board of
Directors has the power, without stockholder approval, to issue shares of one or
more series of preferred stock, at any time, and for such consideration and with
such relative rights, privileges, preferences and other terms as the Board may
determine, including terms relative relating to dividend and redemption rates,
liquidation preferences and conversion or other rights. The rights and terms of
any new series of preferred stock could adversely affect the voting power or
other rights of the holders of the common stock or could be utilized, under
certain circumstances, as a method of discouraging, delaying or preventing a
change in control of our company.

Series A Redeemable Convertible Preferred Stock

Our Board has previously designated a class of 500,000 shares of Series A
redeemable convertible preferred stock which 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 our option at any time after the first anniversary of issuance,
provided that the daily average of the high and low price of our common stock
equals or exceeds $5.00 per share for ten consecutive days. The redemption price
would be $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 stock,
unless we fail to pay dividends on the preferred stock for four consecutive
quarters, in which case the holders of the preferred stock would be entitled to
vote as a class to elect an additional director to the Board.

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<PAGE>

Warrants

In connection with a prior bank loan, we issued warrants to purchase
105,000 shares of common stock, exercisable until March 1, 2008, at an exercise
price of $4.125. The shares issuable upon exercise of the warrants are subject
to piggyback registration rights.

In connection with our 1996 public offering, we issued the underwriter
warrants to purchase 150,000 shares of common stock, exercisable until June 20,
2001, at an exercise price of $6.875.

We have agreed to sell the underwriters and their designees warrants to
purchase up to 110,000 shares of common stock at an exercise price equal to 120%
of the initial public offering price per share. The underwriters' 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 underwriters and members
of the selling group, and are exercisable during the seven-year period
commencing one year from the date of this prospectus. During the warrant
exercise term, the holders of the underwriters' warrants are given, at nominal
cost, the opportunity to profit from a rise in the market price of our common
stock. To the extent that the underwriters' warrants are exercised, dilution of
the interest of our stockholders will occur. Further, the terms on which we will
be able to obtain additional equity capital may be adversely affected as the
holders of the underwriters' warrants can be expected to exercise them at any
time when we would, in all likelihood, be able to obtain any needed capital on
terms more favorable to us than those provided in the underwriters' warrants.
Any profit realized by the underwriters on the sale of the underwriters'
warrants or the underlying share of common stock may be deemed additional
underwriting compensation. Subject to certain limitations and exclusions, we
have agreed, at the request of the holders of a majority of the underwriters'
warrants, at our expense, to register the underwriters' warrants and the shares
of common stock issuable upon exercise of the underwriters' warrants under the
Securities Act on one occasion during the warrant exercise term and to include
the underwriters' warrants and such underlying shares in any appropriate
registration statement which is filed by us during the seven years following the
date of this prospectus.

Registration Rights

Holders of 255,000 shares of our common stock issuable upon the
exercise of outstanding warrants are entitled to certain rights with respect to
the registration of these shares under the Securities Act. The holders of
warrants exercisable to purchase 105,000 shares of common stock have agreed to
waive their registration rights in connection with this offering. The balance of
150,000 shares issuable upon exercise of warrants are being registered in this
offering and made a part of this prospectus but are not included in the
underwritten offering.

If we register any of our common stock, either for our own account or for
the account of other security holders, the holders are entitled to notice of the
registration and to include their shares of common stock in the registration.

In all cases, a holder's right to include shares in a registration is
subject to the ability of the underwriters to limit the number of shares
included in the offering. All fees, costs and expenses of all of these
registrations will be paid by us, and all selling expenses will be paid by the
holders of the securities being registered. Sales of these shares could have an
adverse effect on the trading price of our common stock.

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<PAGE>

Listing

Our common stock is quoted on the Nasdaq National Market under the trading
symbol "CHEZ."

Transfer Agent

The transfer agent for our common stock is Continental Stock Transfer &
Trust Company, Suprema, 2 Broadway, New York, New York 10004.

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<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of our common stock in the public market after
this offering, or the perception that such sales may occur, could materially and
adversely affect prevailing market prices of our common stock and our ability to
raise equity capital in the future.

After this offering, we will have 5,613,896 shares of our common stock
issued and outstanding. A total of 4,562,605 of such shares, including the
shares sold in this offering, will be freely tradable without restriction or
further registration under the Securities Act, except that any shares purchased
by our affiliates, as that term is defined in Rule 144, may generally only be
sold in compliance with the limitations of Rule 144, which is summarized below.

The remaining 837,921 shares, representing 14.9% of the common stock to be
issued and outstanding after this offering, will be restricted shares under the
terms of the Securities Act. Restricted shares may be sold in the public market
only if registered or if they qualify for an exemption from registration under
Rule 144 or other applicable exemption promulgated under the Securities Act.
Giving effect to the lock-up agreements described below, these shares will be
restricted from sale for six months from the date of this prospectus. However,
the managing underwriter can waive this restriction and allow these
stockholders to sell their shares at any time.

In addition, up to 150,000 shares issuable upon exercise of warrants held
by certain selling stockholders, which shares are made part of this prospectus
but are not included in the underwritten offering, are subject to the lock-up
agreements with the managing underwriter as described below. However, the
managing underwriter can waive the restriction of the lock-up agreements and
allow these selling stockholders to sell the shares at any time.

We have issued options and warrants to purchase 1,586,833 shares of common
stock, including the 110,000 shares of common stock issuable upon exercise of
the underwriters' warrants. We have granted registration rights to the
underwriters for the shares of common stock issuable upon exercise of the
underwriters' warrants.

Lock-up Agreements

The selling stockholders, have signed lock-up agreements with our managing
underwriter under which they have agreed not to make any public sale or
distribute any shares of our common stock or any securities convertible into our
common stock, for a period of six months after the effective date of this
registration statement without the prior written consent of the managing
Underwriter.

Rule 144

In general, under Rule 144 as currently in effect, a person who has
beneficially owned shares of our common stock for at least one year would be
entitled to sell within any three-month period a number of shares that does not
exceed the greater of:

o 1% of the number of shares of our common stock then outstanding; or

o the average weekly trading volume of our common stock on the Nasdaq
National Market during the four calendar week preceding the filing of a
notice on Form 144 with the SEC concerning that sale.

Sales under Rule 144 are also subject to specific manner-of-sale
provisions, notice requirements and to the availability of current public
information about us.

Under Rule 144(k) as currently in effect, a person who is not one of our
affiliates at any time during the 90 days preceding a sale and who has
beneficially owned the shares proposed to be sold for at least two years,
including the holding period of any prior owner other than one of our
affiliates, is entitled to sell such shares without complying with the manner of
sale, public information, volume limitation or notice provisions of Rule 144.
Therefore, unless otherwise restricted, Rule 144(k) shares may be sold
immediately upon completion of this offering.

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<PAGE>
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION

All of the shares of common stock to be sold by the selling stockholders
are included in this underwritten offering except for an aggregate of 150,000
shares underlying warrants held by James Carrazza, Richard Woltman and Kate
Woltman. The table set forth below provides the following information as to each
selling stockholder:

o the number of shares of common stock beneficially owned as of May 9,
2000,

o the number of shares to be sold by such selling stockholders, and

o the number of shares (as percentage of the class) to be beneficially
owned by such selling stockholders after the completion of the offering.

The selling stockholders whose shares are included in the underwritten offering
are our Chairman of the Board, President and Chief Executive Officer and our
Executive Vice President and Director. The remaining selling stockholders, whose
shares are not included in the underwritten offering, do not and have not held
any position or office with Suprema or have had any other material relationship
with Suprema during the last three years. However, James Carraza is employed by
Hobbs Melville Securities Corp., the managing underwriter of this offering.
<TABLE>
<CAPTION>
Shares of
Beneficial common stock Remaining Percent
Selling Stockholders Ownership To Be Sold After Offering of Class
-------------------- ---------- ------------- -------------- --------
<S> <C> <C> <C> <C>
Mark Cocchiola.................................. 995,636 50,000 945,636 16.1
Paul Lauriero................................... 675,619 50,000 625,619 10.7
James Carrazza.................................. 75,000 75,000 0 0
Richard Woltman................................. 37,500 37,500 0 0
Kate Woltman.................................... 37,500 37,500 0 0
</TABLE>
Selling Stockholders Included in the Underwritten Offering

If the underwriters exercise their over-allotment option in full, the
number of shares of common stock sold by each of Mark Cocchiola and Paul
Lauriero will increase to 100,000 and the number of shares beneficially owned
and percent of class held after the offering will be 895,636 or 15.3% for Mr.
Cocchiola and 575,619 or 9.9% for Mr. Lauriero.

The shares beneficially owned by Mark Cocchiola include options to purchase
375,000 shares of common stock owned by Mr. Cocchiola, options to purchase 3,334
shares owned by Mr. Cocchiola's wife, 1,000 shares held of record by Mr.
Cocchiola's wife and 2,000 shares held of record by Mr. Cocchiola's children.

The shares beneficially owned by Mr. Lauriero include options to purchase
355,000 shares of common stock owned by Mr. Lauriero, 22,539 shares held of
record by Mr. Lauriero's wife and 45,079 shares held of record by Mr. Lauriero's
children.

Selling Stockholders Not Included in the Underwritten Offering -- Plan of
Distribution

We have agreed to register the public offering of up to 150,000 shares
issuable upon exercise of warrants held by certain selling stockholders and to
pay all expenses in connection with registering these shares. These shares may
be offered and sold by the selling stockholders pursuant to this prospectus but
they are not part of this underwritten offering. None of these shares may be
sold, upon exercise of the warrants, prior to six months from the date of this
prospectus without the prior consent of the managing underwriter. We will not
receive any of the proceeds from the sale of these shares.

The shares to be sold by the selling stockholders not included in this
underwritten offering may be offered and sold from time to time as market
conditions permit in the over-the-counter market, or otherwise, at prices and
terms then prevailing or at prices related to the then-current market price, or
in negotiated transactions. These shares may be sold, without limitation, by: a
block trade in which a broker or dealer, so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; purchases by a broker or dealer as principal and
resale by that broker or dealer for its account pursuant to this prospectus;
ordinary brokerage transactions and transactions in which the broker solicits
purchases; and face-to-face transactions between sellers and purchasers without
a broker/dealer. In effecting sales, brokers or dealers engaged by these selling
stockholders may arrange for other brokers or dealers to participate. These
brokers or dealers may receive commissions or discounts from these selling
stockholders in amounts to be negotiated. These brokers or dealers and any other
brokers or dealers may be deemed to be "underwriters" within the meaning of the
Securites Act, in connection with these sales.

32
<PAGE>

UNDERWRITING

Subject to the terms and conditions stated in the underwriting agreement
dated the date hereof, each underwriter named below has severally agreed to
purchase, and Suprema and the selling shareholders have agreed to sell to such
underwriter, the number of shares set forth opposite the name of such
underwriter.

Number of
Name Shares
---- ---------

Hobbs Melville Securities Corp............................ 1,100,000
---------
Total............................................. 1,100,000
=========

The underwriting agreement provides that the obligations of the
underwriters to purchase the shares included in this offering are subject to
approval of certain legal matters by counsel and to certain other conditions.
The underwriters are obligated to purchase all the shares (other than those
covered by the over-allotment option described below) if they purchase any of
the shares.

The underwriters, for whom Hobbs Melville Securities Corp. is acting as
representative, propose to offer some of the shares directly to the public at
the public offering price set forth on the cover page of this prospectus and
some of the shares to certain dealers at the public offering price less a
concession not in excess of $________ per share. The underwriters may allow, and
such dealers may reallow, a concession not in excess of $_________ per share on
sales to certain other dealers. If all of the shares are not sold at the initial
offering price, the representative may change the public offering price and the
other selling terms.

The underwriters have an option, exercisable for 30 days from the date of
this prospectus, to purchase up to 165,000 additional shares of common stock at
the public offering price less the underwriting discount, of which 100,000 may
be purchased from the selling stockholders and 65,000 may be purchased from us.
The underwriters may exercise such option solely for the purpose of covering
over-allotments, if any, in connection with this offering. To the extent such
option is exercised, the underwriters will be obligated, subject to certain
conditions, to purchase a number of additional shares approximately
proportionate to each such underwriter's initial purchase commitment.

We have agreed to sell the underwriters and their designees, for an
aggregate of $100, warrants to purchase up to 110,000 shares of common stock at
an exercise price equal to 120% of the public offering price per share. The
underwriters' 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 underwriters and members of the selling group, and are exercisable during
the seven-year period commencing one year from the date of this prospectus.
During the warrant exercise term, the holders of the underwriters' warrants are
given, at nominal cost, the opportunity to profit from a rise in the market
price of our common stock. To the extent that the underwriters' warrants are
exercised, dilution of the interest of our stockholders will occur. Further, the
terms on which we will be able to obtain additional equity capital may be
adversely affected since the holders of the underwriters' warrants can be
expected to exercise them at any time when we would, in all likelihood, be able
to obtain any needed capital on terms more favorable to us than those provided
in the underwriters' warrants. Any profit realized by the underwriters on the
sale of the underwriters' warrants or the underlying share of common stock may
be deemed additional underwriting compensation. Subject to certain limitations
and exclusions, we have agreed, at the request of the holders of a majority of

33
<PAGE>

the underwriters' warrants, at our expense to register the underwriters'
warrants and the shares of common stock issuable upon exercise of the
underwriters' warrants under the Securities Act on one occasion during the
warrant exercise term and to include the underwriters' warrants and such
underlying shares in any appropriate registration statement which is filed by us
during the seven years following the date of this prospectus.

We 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 underwriters pursuant to this offering and sales of common stock
upon exercise of options to purchase common stock in accordance with our
employee stock option plan.

The selling stockholders have agreed that, for a period of six months from
the date of this prospectus, they will not, without the prior written consent of
Hobbs Melville Securities Corp., dispose of or hedge any shares of common stock
of Suprema or any securities convertible into or exchangeable for common stock.
Hobbs Melville Securities Corp., in its sole discretion, may release any of the
securities subject to these lock-up agreements at any time without notice. The
common stock is quoted on the Nasdaq National Market under the symbol "CHEZ."

We have granted Hobbs Melville Securities Corp. a right of first refusal to
act as underwriter or placement agent with respect to certain future offering
by us or our securities.

In connection with the offering, Hobbs Melville Securities Corp., on behalf
of the underwriters, may purchase and sell shares of common stock in the open
market. These transactions may include over-allotment, syndicate covering
transactions and stabilizing transactions. Over-allotment involves syndicate
sales of common stock in excess of the number of shares to be purchased by the
underwriters in the offering, which creates a syndicate short position.
Syndicate covering transactions involve purchases of the common stock in the
open market after the distribution has been completed in order to cover
syndicate short positions. Stabilizing transactions consist of certain bids or
purchases of common stock made for the purpose of preventing or retarding a
decline in the market price of the common stock while the offering is in
progress.

The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when Hobbs
Melville Securities Corp., in covering syndicate short positions or making
stabilizing purchases, repurchases shares originally sold by that syndicate
member.

Any of these activities may cause the price of the common stock to be
higher than the price that otherwise would exist in the open market in the
absence of such transactions. These transactions may be effected on the Nasdaq
National Market or in the over-the-counter market, or otherwise and, if
commenced, may be discontinued at any time.

In addition, in connection with this offering, the underwriters (and
selling group members) may engage in passive market making transactions in the
common stock on the Nasdaq National Market, prior to the pricing and completion
of the offering. Passive market making consists of displaying bids on the Nasdaq
National Market no higher than the bid prices of independent market makers and
making purchases at prices no higher than those independent bids and effected in
response to order flow. Net purchases by a passive market make on each day are
limited to a specified percentage of the passive market maker's average daily
trading volume in the common stock during a specified period and must be

34
<PAGE>

discontinued when such limit is reached. Passive market making may cause the
price of the common stock to be higher than the price that otherwise would exist
in the open market in the absence of such transactions. If passive market making
is commenced, it may be discontinued at any time.

Suprema and the selling stockholders have agreed to indemnify the
underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, or to contribute to payments the underwriters may be
required to make in respect of any of those liabilities.

Hobbs Melville Securities Corp. was organized and registered as a
broker-dealer with the SEC and the National Association of Securities Dealers,
Inc. on October 4, 1993. Although, since its organization, it has engaged in the
investment banking business and its principals have had significant experience
in the underwriting of securities in their capacities with other broker-dealers,
this offering will constitute one of its first public offerings for which Hobbs
Melville Securities Corp. has acted as managing underwriter.

LEGAL MATTERS

The legality of the common stock offered hereby has been passed upon for
Suprema by Blank Rome Tenzer Greenblatt LLP, New York, New York. Certain legal
matters will be passed upon for the Underwriter by Stroock & Stroock & Lavan
LLP, New York, New York.

EXPERTS

The financial statements and schedules included and incorporated by
reference in this Prospectus have been audited by BDO Seidman, LLP, independent
certified public accountants, to the extent and for the periods set forth in
their reports appearing elsewhere herein and incorporated herein by reference,
and are included and incorporated herein in reliance upon such reports given
upon the authority of said firm as experts in auditing and accounting.

AVAILABLE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC.

Our SEC filings are available to the public over the Internet at the SEC's
website at www.sec.gov. You may also read and copy any document we file with the
SEC at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You can also obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of its Public Reference Room.

INCORPORATION OF INFORMATION BY REFERENCE

The SEC allows us to "incorporate by reference" into this prospectus the
information we have previously filed with it. The information incorporated by
reference is an important part of this prospectus. We incorporate by reference
the documents listed below:

35
<PAGE>

o Our Annual Report on Form 10-K for the fiscal year ended June 30, 1999;

o Our Quarterly Reports on Form 10-Q for the three month periods ended
September 30, 1999 and December 31, 1999; and

o Our Proxy Statement filed October 22, 1999.

You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

Mark Cocchiola, President
Suprema Specialties, Inc.
510 East 35th Street
Paterson, New Jersey 07543
(973) 684-2900

The information in the documents incorporated by reference shall be deemed
superseded to the extent that more current information is included in this
prospectus or any more recent document incorporated herein.

<PAGE>
Index to Financial Statement Schedules
<TABLE>
<CAPTION>
(a) 1. Financial Statements

<S> <C>
Report of Independent Certified Public Accountants..................................................F-2

Consolidated Balance Sheets -- June 30, 1999 and 1998 and
December 31, 1999 (unaudited).......................................................................F-3

Consolidated Statements of Earnings For the Years Ended June 30, 1999, 1998
and 1997 and six months ended December 31, 1999 and 1998 (unaudited)................................F-4

Consolidated Statements of Stockholders' Equity For the Years Ended
June 30, 1999, 1998 and 1997 and six months ended December 31, 1999 (unaudited).....................F-5

Consolidated Statements of Cash Flows For the Years Ended June 30, 1999,
1998 and 1997 and six months ended December 31, 1999 and 1998 (unaudited)...........................F-6

Notes to Consolidated Financial Statements....................................................F-7 to F-19
</TABLE>

F-1

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

We have audited the accompanying consolidated balance sheets of Suprema
Specialties, Inc. and Subsidiaries as of June 30, 1999 and 1998, and the related
consolidated statements of earnings, stockholders' equity and cash flows for
each of the three years in the period ended June 30, 1999. 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 Subsidiaries as of June 30, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
June 30, 1999 in conformity with generally accepted accounting principles.

BDO Seidman, LLP

Woodbridge, New Jersey

August 9, 1999

F-2

<PAGE>

SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Years Ended June 30, December 31,
------------------------------------------
1999 1998 1999
-------- -------- --------
Assets (Unaudited)
<S> <C> <C> <C>
Current:
Cash................................................................... $ 358,214 $ 489,890 $ 438,463
Accounts receivable, net of allowances of $570,290 and $470,290 at
June 30, 1999 and 1998, respectively and $570,290 at Dec. 31, 1999.. 36,007,542 23,239,810 48,706,610
Inventories............................................................ 35,918,720 28,511,930 41,715,378
Prepaid expenses and other current assets.............................. 596,023 688,117 935,849
Income taxes receivable................................................ -- 235,348 --
Deferred income taxes.................................................. 228,000 188,000 228,000
----------- ----------- ------------
Total current assets................................................ 73,108,499 53,353,095 94,024,300
Property, plant and equipment, net....................................... 7,085,948 6,999,695 7,371,759
Other assets............................................................. 1,804,528 1,728,616 1,343,568
----------- ----------- ------------
$81,998,975 $62,081,406 $100,739,627
=========== =========== ============
Liabilities and Stockholders' Equity
Current:
Accounts payable....................................................... $12,123,099 $ 7,469,422 $ 16,422,528
Current portion of capital leases...................................... 550,761 500,964 579,472
Mortgage payable - current............................................. 49,220 43,457 51,184
Income taxes payable................................................... 1,710,000 -- 1,276,777
Accrued expenses and other current liabilities......................... 2,409,839 1,467,034 1,970,458
----------- ----------- ------------
Total current liabilities........................................... 16,842,919 9,480,877 20,300,419
Deferred income taxes.................................................... 1,120,000 956,186 1,120,000
Revolving credit loan.................................................... 30,441,599 21,262,000 44,115,000
Subordinated debt........................................................ 10,500,000 10,500,000 10,500,000
Long-term capital leases................................................. 1,715,327 2,266,090 1,418,230
Mortgage payable......................................................... 868,468 921,413 850,512
----------- ----------- ------------
61,488,313 45,386,566 78,304,161
=========== =========== ============
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $.01 par value, 2,500,000 authorized, none issued and
outstanding
Series A Redeemable Convertible Preferred Stock, 500,000 shares authorized,
none issued and outstanding
Common stock, $.01 par value, 10,000,000 shares authorized, 4,598,897 and
4,562,800 shares issued and outstanding at June 30, 1999 and
1998, respectively and 4,613,896 at Dec. 31, 1999................... 45,988 45,628 46,138
Additional paid-in capital............................................. 11,247,154 11,243,347 11,300,623
Retained earnings...................................................... 9,613,890 5,405,865 12,531,325
Treasury stock at cost, 78,370 and 0 shares at June 30, 1999 and
1998, respectively, and 213,370 at Dec. 31, 1999 ................... (396,370) -- (1,442,620)
----------- ----------- ------------
Total stockholders' equity.......................................... 20,510,662 16,694,840 22,435,466
----------- ----------- ------------
$81,998,975 $62,081,406 $100,739,627
=========== =========== ============
</TABLE>

See accompanying notes to consolidated financial statements.

F-3

<PAGE>

SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
Six Months Ended
Years Ended June 30, December 31,
----------------------------------------- ---------------------------
1999 1998 1997 1999 1998
-------- -------- -------- -------- --------
(unaudited)
<S> <C> <C> <C> <C> <C>
Net sales..................................................$176,281,035 $108,140,007 $88,311,454 $126,704,215 $81,550,947
Cost of sales.............................................. 146,351,545 89,395,062 73,263,129 105,549,409 67,500,083
------------ ------------ ----------- ------------ -----------
Gross margin............................................. 29,929,490 18,744,945 15,048,325 21,154,806 14,050,864
------------ ------------ ----------- ------------ -----------
Operating Expenses:
Selling and shipping expenses............................ 14,045,503 8,024,823 9,175,567 10,609,190 6,842,203
General and administrative expenses...................... 4,421,124 3,636,090 2,180,576 2,927,201 1,972,945
------------ ------------ ----------- ------------ -----------
18,466,627 11,660,913 11,356,143 13,536,391 8,815,148
------------ ------------ ----------- ------------ -----------
Income from operations..................................... 11,462,863 7,084,032 3,692,182 7,618,415 5,235,716
Interest Expense......................................... (4,328,838) (2,916,992) (2,231,820) (2,677,980) (2,089,630)
Other.................................................... -- -- (1,259,081) -- --
------------ ------------ ----------- ------------ -----------
(4,328,838) (2,916,992) (3,490,901) (2,677,980) (2,089,630)
Earnings before income taxes and extraordinary item........ 7,134,025 4,167,040 201,281 4,940,435 3,146,086
Incomes taxes.............................................. 2,926,000 1,750,157 80,500 2,023,000 1,290,000
------------ ------------ ----------- ------------ -----------
Earnings before extraordinary item......................... 4,208,025 2,416,883 120,781 2,917,435 1,856,086
Extraordinary item-- loss on extinguishment of debt ------------ ------------ ----------- ------------ -----------
(net of income tax of $762,000)............................ -- 1,011,001 -- -- --
Net earnings...............................................$ 4,208,025 $ 1,405,882 $ 120,781 $ 2,917,435 $ 1,856,086
Basic earnings per share before extraordinary items........ $.93 $.53 $.03 $.66 $.41
------------ ------------ ----------- ------------ -----------
Basic earnings per share related to extraordinary item..... -- (.22) -- -- --
------------ ------------ ----------- ------------ -----------
Basic earnings per share................................... $.93 $.31 $.03 $.66 $.41
------------ ------------ ----------- ------------ -----------
Diluted earnings per share before extraordinary item....... $.86 $.51 $.02 $.57 $.39
------------ ------------ ----------- ------------ -----------
Diluted earnings per share related to extraordinary item... -- (.21) -- -- --
------------ ------------ ----------- ------------ -----------
Diluted earnings per share................................. $.86 $.30 $.02 $.57 $.39
------------ ------------ ----------- ------------ -----------
Basic weighted average shares outstanding.................. 4,536,605 4,562,800 4,552,146 4,440,197 4,552,385
Diluted weighted average shares outstanding................ 4,883,685 4,744,919 5,039,995 5,143,589 4,803,857
------------ ------------ ----------- ------------ -----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-4

<PAGE>

SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Common Stock Treasury Stock Additional
------------------ ------------------- Paid-in Retained
Shares Amount Shares Amount Capital Earnings
------ ------ ------ ------ ------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1996.............. 4,300,193 $ 43,002 -- -- $10,163,537 $ 3,879,202
Net proceeds from underwriters
Over allotment................... 225,000 2,250 -- -- 1,021,791 --
Exercise of stock options and
warrants............................ 37,607 376 -- -- 58,019 --
Net earnings........................ -- -- -- -- -- 120,781
Balance, June 30, 1997.............. 4,562,800 45,628 -- -- 11,243,347 3,999,983
Net earnings........................ -- -- -- -- -- 1,405,882
--------- -------- ------- --------- ---------- -----------
Balance, June 30, 1998.............. 4,562,800 45,628 -- -- 11,243,347 5,405,865
Exercise of stock options and
warrants............................ 1,667 16 -- -- 4,151 --
Exercise of cashless warrants from
investment broker................. 34,430 344 -- -- (344) --
Net earnings........................ -- -- -- -- -- 4,208,025
Acquisition of treasury stock....... -- -- 78,370 (396,370) -- --
--------- -------- ------- --------- ---------- -----------
Balance, June 30, 1999.............. 4,598,897 45,988 78,370 (396,370) 11,247,154 9,613,890
Acquisition of treasury stock
(unaudited)....................... -- -- 135,000 (1,046,250) -- --
Exercise of stock options
(unaudited)......................... 14,999 150 -- -- 53,469 ---
Net earnings (unaudited)........... -- -- -- -- -- 2,917,435
--------- -------- ------- ----------- ----------- -----------
Balance at December 31, 1999
(unaudited) ........................ 4,613,896 $ 46,138 213,370 $(1,442,620) $11,300,623 $12,531,325
========= ======== ======= =========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5

<PAGE>

SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
Years Ended June 30, December 31,
-------------------------------- -------------------
1999 1998 1997 1999 1998
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from Operating Activities:
Net earnings.............................................. $ 4,208,025 $ 1,405,882 $ 120,781 $2,917,435 $1,856,086
Adjustments to reconcile net earnings to net cash used in
operating activities:
Depreciation and Amortization.......................... 876,875 647,946 1,233,080 301,385 282,257
Provision for doubtful accounts........................ 100,000 -- -- -- --
Loss on sale leaseback transaction..................... -- 1,259,085 -- --
Write-off of prepaid commission/licensing fees......... -- -- 943,863 -- --
Deferred income tax provision (recovery)............... 122,000 403,000 (199,500) -- --
Extraordinary loss on extinguishment of debt........... -- 1,011,001 -- -- --
(Increase) decrease in assets:
Accounts receivable.................................. (12,867,732) (8,572,802) (5,861,207) (12,699,068) (6,986,359)
Inventories.......................................... (7,406,790) (6,049,509) (5,561,066) (5,796,658) (4,204,660)
Prepaid expenses and other current assets............ 92,094 (8,336) 330,945 (339,826) 416,189
Prepaid income taxes................................. 235,348 685,895 (717,225) -- --
Other assets......................................... (371,770) (49,133) 1,403,907 460,960 (512,595)
Increase (decrease) in liabilities:
Accounts payable..................................... 4,653,677 2,057,944 (1,092,998) 4,299,429 5,054,948
Income taxes payable................................. 1,710,000 751,062 (244,413) (433,223) 822,664
Accrued expenses and other current liabilities....... 944,619 661,280 236,252 (439,380) (539,570)
----------- ----------- ----------- ---------- ---------
Net cash used in operating activities.............. (7,703,654) (7,055,770) (8,148,496) (11,728,946) (3,811,040)
----------- ----------- ----------- ---------- ---------
Cash flows from investing activities:
Payments for purchase of property, plant and equipment.... (667,270) (1,039,215) (2,852,287) (587,197) (782,965)
--------- ----------- ----------- ---------- ---------
Net cash used in investing activities.................. (667,270) (1,039,215) (2,852,287) (587,197) (782,965)
--------- ----------- ----------- ---------- ---------
Cash flows from financing activities:
Proceeds from revolving credit loan....................... 54,302,599 29,554,981 36,791,000 42,415,000 20,897,599
Repayment of revolving credit loan........................ (45,213,000) (23,882,837) (28,941,144) (28,741,599) (15,839,000)
Proceeds from subordinated loan........................... -- 10,500,000 -- -- --
Proceeds from secondary offering/options.................. -- -- 1,082,436 -- --
Deferred financing costs in connection with new
subordinated debt..................................... -- (797,584) -- -- --
Principal payments of mortgage............................ (47,182) (39,875) (36,588) (15,992) (21,262)
Principal payments of capital leases...................... (500,966) (436,422) (6,420,125) (268,386) (244,100)
Payments to retire subordinated loan and repurchase
warrants............................................... -- (6,793,613) -- -- --
Proceeds from sale-leaseback.............................. -- -- 9,565,000 -- --
Proceeds from exercise of stock options................... 4,167 -- -- 53,619 --
Costs in connection with sale-leaseback................... -- -- (1,088,436) -- --
Acquisition of treasury stock............................. (396,370) -- -- (1,046,250) (182,480)
----------- ----------- ----------- ---------- ---------
Net cash provided by financing activities.............. 8,239,248 8,104,650 10,952,143 12,396,392 4,610,757
----------- ----------- ----------- ---------- ---------
Net increase (decrease) in cash........................... (131,676) 9,665 (48,640) 80,249 16,752
Cash, beginning of period................................. 489,890 480,225 528,865 358,214 489,890
----------- ----------- ----------- ---------- -------
Cash, end of period....................................... $ 358,214 $ 489,890 $ 480,225 $ 438,463 $ 506,642
=========== =========== =========== ========== =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest............................................... $ 3,774,024 $ 2,669,167 $ 2,403,700 $2,649,326 $1,742,065
=========== =========== =========== ========== ==========
Income taxes........................................... $ 830,000 $ 32,070 $ 1,233,187 $2,457,411 $ 475,337
=========== =========== =========== ========== =========
Noncash investing and financing transactions:
Purchases of property and equipment through
capital leases.......... -- 330,000 3,653,262 -- --
</TABLE>
See accompanying notes to consolidated financial statements.

F-6

<PAGE>

SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- ORGANIZATION AND BUSINESS DESCRIPTION

Suprema Specialties, Inc., a New York corporation incorporated on August 15,
1983 and its subsidiaries (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 subsidiaries, Suprema Specialties
West, Inc. and Suprema Specialties Northeast, Inc. All intercompany transactions
and balances have been eliminated in consolidation.

Inventory

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

Property, Plant and Equipment

Property, plant 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 that are probable of exercise, or
the useful lives of the assets. Equipment under capitalized leases is being
amortized over the useful lives of the assets.

Long-Lived Assets

Long-lived assets, such as property, plant and equipment, are evaluated for
impairment when events or changes in circumstances indicate that the carrying
amount of the assets may not be recoverable through the estimated undiscounted
future cash flows from the use of these assets. When such impairment exists, the
related assets will be written down to fair value. No impairment losses have
been recorded in each of the three years in the period ended June 30, 1999.

Financing Costs

The Company amortizes the deferred financing costs incurred in connection with
the Company's borrowings over the life of the related indebtedness (3-10 years).
Such gross costs amounted to $1,677,325 and $1,744,519 at June 30, 1999 and 1998
respectively.

Product Introduction Costs

The Company incurs certain costs in connection with expanding its market
position in the United States. These costs, referred to in the industry as
"slotting" are deferred and amortized over the stated program period, generally
ranging from one to twelve months.

F-7

<PAGE>

SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue Recognition

The Company records revenues when products are shipped. Customers do not have
the right to return products shipped.

Advertising Costs

The Company expenses advertising costs as incurred and cooperative advertising
costs when related revenue is recognized. Advertising costs amounted to
approximately $5,860,000, $2,864,000, $3,004,000, in 1999, 1998, and 1997,
respectively, and are reflected in selling and shipping expenses in the
accompanying statements of earnings.

Stock-Based Compensation

The Company accounts for its stock option awards to employees under the
intrinsic value based method of accounting prescribed by Accounting Principals
Board Opinion No. 25, "Accounting for Stock Issued to Employees." Under the
intrinsic value based method, compensation cost is the excess, if any, of the
quoted market price of the stock at grant date or other measurement date over
the amount an employee must pay to acquire the stock. The Company provides pro
forma disclosures of earnings and earnings per share as if the fair value based
method of accounting had been applied as required by Statement of Financial
Accounting Standards ("SFAS") No. 123, `Accounting for Stock-Based Compensation'
(see Note 10).

Income Taxes

Income taxes are recorded in accordance with SFAS No. 109, which 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 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.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Risks and Uncertainties

In December 1997, the Company formalized a two year collective bargaining
agreement with the employees of Suprema Specialties West, Inc. which represent
approximately 50% of the total workforce. The agreement expired on December 1,
1999. The Company considers its relations with its employees to be satisfactory.

F-8
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Instruments

The fair value of the long term debt approximates the recorded value based on
borrowing rates currently available for loans with similar terms and maturities.

Computation of Earnings Per Share

Basic earnings per share has been computed using the weighted-average number of
shares of common stock outstanding. Diluted earnings per share includes the
assumed exercise of stock options using the treasury stock method that could
potentially dilute earnings per share.

Treasury Stock

Treasury stock is recorded at cost. Gains and losses on disposition are recorded
as increases or decreases to additional paid-in capital with losses in excess of
previously recorded gains charged directly to retained earnings.

Effect of New Accounting Pronouncements

In June 1998, SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities," was issued. SFAS 133, as amended by SFAS 137, is effective for the
Company's 2001 fiscal year. Based on an assessment of current operations,
management does not expect SFAS 133 to have any significant effect on the
Company's financial statements.

Reclassifications

Certain items have been reclassified in the 1998 and 1997 financial statements
to conform to the current year presentation.

NOTE 3 -- INVENTORIES

Inventories consist of the following:

Years Ended June 30,
--------------------------
1999 1998
----------- -----------
Raw materials..................................$ 9,110,302 $ 3,640,655
Finished goods................................. 25,848,208 24,046,053
Packaging...................................... 960,210 825,222
----------- -----------
$35,918,720 $28,511,930
=========== ===========

F-9
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 -- PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

Years Ended June 30,
--------------------------
1999 1998
----------- -----------
Property and plant................................. $ 1,553,859 $ 1,545,900
Equipment.......................................... 5,715,095 4,937,767
Leasehold improvements............................. 1,173,271 1,182,662
Furniture and fixtures............................. 202,544 183,075
Delivery equipment................................. 48,178 48,178
Construction in progress........................... 462,164 590,259
----------- -----------
9,155,112 8,487,841
Less: Accumulated depreciation and amortization... 2,069,164 1,488,146
----------- -----------
$ 7,085,948 $ 6,999,695
=========== ===========

In May 1997, the company entered into a sale-leaseback transaction whereby fixed
assets with a net book value of $10,824,082 were sold for $9,565,000 and leased
back under operating leases. In connection with this transaction, $4,847,382 of
capital leases were paid in full. A loss of $1,259,081 resulted from this
transaction which is reflected as other expense. The Company incurred costs of
$1,088,436 primarily related to prepayment penalties on the capital leases.
These direct costs have been included in other assets and are being amortized
over eight years, the life of the operating lease.

Included in property, plant and equipment are plant and equipment acquired under
capital leases with an initial cost of $3,419,067 and $3,419,067 and accumulated
amortization of $833,743 and $539,313 as of June 30, 1999 and 1998,
respectively.

NOTE 5 -- MARKETING SERVICE AGREEMENTS

Prior to 1994, the Company entered into marketing service agreements with
unaffiliated third parties expiring at various dates through June 1998, pursuant
to which the Company was provided with certain marketing and program support
services, including the payment of advertising promotional expenditures by such
parties in exchange for commissions based on Company sales of specified
products. In addition, two of the agreements provided that after an initial
period (as defined in the agreements), 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. For the year ended June 30, 1997 commission expenses related
to the marketing agreements was approximately $794,000.

During 1994, 1995, and 1996, portions of these agreements were prepaid, with the
1996 amount being the final settlement of the remaining agreements. These
amounts were being charged to expense over the remaining three years of the
related agreements as the applicable sales revenue was recorded. In the fourth
quarter of 1997, as a result of a review of the Company's retail cheese
business, it was determined the remaining asset amounts, $943,863 no longer had
continuing value. This amount was written off and was included in selling and
shipping expenses.

F-10
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 -- INCOME TAXES

The provision for income taxes consists of the following:
<TABLE>
<CAPTION>

June 30,
-------------------------------------------
1999 1998 1997
----------- ----------- ------------
<S> <C> <C> <C>
Current:
Federal........................................... $ 2,243,000 $ 1,145,000 $ 233,000
State............................................. 561,000 202,000 47,000
----------- ----------- -----------
2,804,000 1,347,000 280,000
Deferred:
Federal........................................... 104,000 343,000 (169,600)
State............................................. 18,000 60,000 (29,900)
----------- ----------- -----------
122,000 403,000 (199,500)
----------- ----------- -----------
Provision for income taxes.......................... $ 2,926,000 $ 1,750,000 $ 80,500
=========== =========== ===========
</TABLE>

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

June 30,
-------------------------------------------
1999 1998 1997
----------- ----------- ------------
<S> <C> <C> <C>
Computed tax expense at statutory rates................. $ 2,425,600 $ 1,416,800 $ 68,000
State taxes, net of federal tax benefit................. 382,100 262,100 10,500
Travel and entertainment expenses not deductible........ 34,000 17,000 2,000
Officers life insurance not deductible.................. 5,500 5,400 3,500
Other, net.............................................. 78,800 48,700 (3,500)
----------- ----------- -----------
$ 2,926,000 $ 1,750,000 $ 80,500
=========== =========== ===========
</TABLE>

Deferred income taxes arise from the difference between book and tax accounting
for depreciation, the allowance for doubtful accounts, financing fees and
product introduction costs.

F-11
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The net deferred tax liabilities are comprised of the following components as of
June 30, 1999 and 1998:

June 30,
--------------------------
1999 1998
---------- ----------
Depreciation....................................$ 389,000 $ 279,419
Product introduction costs...................... 6,648 44,913
Deferred sale leaseback costs................... 326,531 390,427
Financing fees................................. 397,821 241,427
---------- ----------
1,120,000 956,186
Accounts receivable reserve..................... (228,000) (188,000)
---------- ----------
$ 892,000 $ 768,186
========== ==========

NOTE 7 -- LONG-TERM DEBT

Revolving Credit Loan

In December 1998, the long-term revolving credit facility (the "Facility")
between the Company and a bank was amended to increase the line for up to
$35,000,000 through November 2000 (See Note 16). The rate of interest on amounts
borrowed under the Facility is the adjusted LIBOR rate, as defined, plus 2%
(7.75% as of June 30, 1999). 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. and Suprema Specialties Northeast,
Inc. In connection with obtaining the Facility, the Company and Suprema
Specialties Northeast, Inc. have agreed to pay a commitment fee on the average
daily unused portion of the Facility, equal to 1/4 of 1% per annum. Advances
under this Facility are limited to 80% of eligible accounts receivable, and 40%
of all inventory except 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, 1999, the Company was in compliance with these covenants.

At June 30, 1999, the Company had approximately $4,501,000 available for
borrowing under the Facility. Borrowings are required to be repaid in November
2000.

In July 1999, the agreement was amended to increase the line to $40,000,000 (See
Note 16).

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 was
secured by a subordinated security interest in substantially all of the assets
of the Company and was subordinated to the loan of the Company's senior lender.
The loan bore interest at 11-3/4% per annum. 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 354,990 shares of the
Company's Common Stock. After October 1, 2000, or upon the occurrence of certain
other events, the Fund had the right to put the Warrant to the Company on a
formula basis. The Warrant was recorded at its relative fair value at date of
issue, $1,100,000. The corresponding debt discount was being amortized over the
life of the loan on the interest rate method. At June 30, 1997, the value of the
put option was approximately $1,171,000.

In October 1997, the Company entered into an agreement with another bank
pursuant to which the bank provided bridge financing of $10 million to the
Company. Approximately $6.7 million of the proceeds was used to retire $5.0
million subordinated debt and the repurchase of warrants attached to the
subordinated debt. The balance of the proceeds was used for general working
capital purposes. These transactions resulted in an extraordinary loss of
approximately $1,011,000, net of tax. The extraordinary loss was comprised of
the prepayment penalty of $1,279,000 and the write-off of deferred financing
costs and debt discount of $494,000, net of the combined tax benefit of
$762,000. The fair value of the warrants was determined pursuant to the
contractually agreed value among the relevant parties.

F-12
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In March 1998, the Company entered into a Loan and Security Agreement with
Albion Alliance Mezzanine Fund, L.P. and the Equitable Life Assurance Society of
the United States (collectively the "Funds") pursuant to which the Funds loaned
$10,500,000 to the Company. The loan is unsecured and is subordinated to the
loan of the senior lender discussed above. The loan bears interest at 16.5% per
annum. Interest is payable monthly at the rate of 12% with the balance deferred
until February 1, 2003 when it is due in full. The principal amount of the loan
is payable in three installments of $3,500,000 on each March 1, beginning in the
year 2004. In addition, in connection with the execution and delivery of the
Loan Agreement, the Company delivered to the Funds a Warrant to purchase 105,000
shares of the Company's Common Stock at $4.125 per share (the market price at
the date of the agreement). The values ascribed to such warrants and the related
amortization are not material. The warrant is exercisable until March 1, 2006.

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 was
used to complete the expansion of a 7,800 square foot refrigerated storage
facility. The five year note bore interest at 8.51% per annum. On March 29,
1999, the Company refinanced its mortgage for the principal amount of $929,573.
The seven year note bears interest at 7.85% per annum, is being amortized at a
fifteen year rate and requires a balloon payment at the end of year seven of
approximately $501,000

Principal payments on long-term debt over the next five years ended June 30, and
thereafter are as follows:

2000................................................... $ 49,220
2001................................................... 30,495,167
2002................................................... 57,928
2003................................................... 62,643
2004................................................... 3,567,743
Thereafter............................................. 7,626,586
-----------
$41,859,287
===========

F-13
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 -- CAPITAL LEASES

There are various equipment and furniture and fixtures financed under capital
leases. These leases have interest rates ranging from 6.7% to 11.5%. At June 30,
1999, the Company's future minimum lease payments under capital leases are as
follows:

2000........................................................ $ 804,333
2001........................................................ 800,333
2002........................................................ 642,431
2003........................................................ 590,629
2004........................................................ 87,661
----------
Total minimum lease payments................................ 2,925,387
Less: amount representing interest.......................... 659,299
----------
Present value of minimum lease payments..................... 2,266,088
Less: current portion....................................... 550,761
----------
Long-term portion of capital leases......................... $1,715,327
==========

NOTE 9 -- COMMITMENTS AND CONTINGENCIES

Lease

The Company rents warehouse space and certain equipment under lease arrangements
classified as operating leases including the equipment in the sale-leaseback
transaction. (See Note 4). The lease for the production facilities in Manteca,
which was renewed in December 1994 expires ten years from the date of completion
of construction of each segment of the facility with two five-year renewal
options. The Company also leases its Ogdensburg facility. The lease is for five
years with three five year renewals at the Company's option. Rent expense was
approximately $2,971,000, $2,400,000, and $922,000 for the years ended June 30,
1999, 1998 and 1997, respectively. Future minimum rental payments under
non-cancelable operating leases are approximately $3,110,000 for each year
through 2004 and $4,093,000 thereafter.

Contingencies

The Company is a party to legal proceedings arising in the normal conduct of
business. Management believes that the final outcome of these proceedings will
not have a material adverse effect on the Company's financial position.

NOTE 10 -- STOCKHOLDERS' EQUITY

In June 1996, the Company completed a public offering for 1,500,000 shares of
its $.01 par value common stock of which 1,000,000 shares were issued by the
Company and 500,000 shares were offered by selling shareholders upon conversion
of 500,000 shares of the Company's convertible preferred stock at a purchase
price of $5.50 per share. Gross proceeds from the offering was approximately
$4,481,350. The Company received no proceeds from the shares issued during the
offering from those shares offered by the selling shareholders.

F-14
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In 1997, an additional 225,000 shares of Common Stock were sold pursuant to the
exercise of the underwriters' over-allotment option which generated net proceeds
of approximately $1,024,000.

Stock Option Plan

On February 11, 1991, the Company adopted the 1991 Stock Option Plan. In
December 1998, the Company adopted the 1998 Stock Option Plan (collectively, the
"Plans"). Under the Plans, officers, directors, and key employees of the Company
are eligible to receive up to 900,000 and 500,000 incentive and/or non-qualified
stock options, respectively. The Plans, which expire in February 2001 and
November 2008, respectively, are administered by the board of directors. The
selection of participants, allotment of shares, determination of price and other
conditions of the grant of options are determined by the board of directors 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 vest
evenly over the first three years and 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.

Stock option transactions under the Plan are summarized as follows:
<TABLE>
<CAPTION>
Weighted
1991 Average
Plan Shares Exercise Price
----------- --------------
<S> <C> <C>
Outstanding at June 30, 1996............................................. 346,000 $ 3.66
Granted............................................................... 176,000 3.84
Exercised............................................................. (13,500) 3.08
-------- ------
Outstanding at June 30, 1997............................................. 508,500 3.73
Granted............................................................... 243,500 3.25
Exercised............................................................. -- --
-------- ------
Outstanding at June 30, 1998............................................. 751,500 3.58
Granted............................................................... 134,250 3.17
Exercised............................................................. (1,667) 2.50
-------- ------
Outstanding at June 30, 1999............................................. 884,083 3.52
======== ======
Options exercisable at June 30, 1999..................................... 529,362 $ 3.65
======== ======
Weighted - average fair value of Options granted during fiscal 1997...... 176,000 $ 2.21
======== ======
Weighted - average fair value of Options granted during fiscal 1998...... 243,000 $ 1.22
======== ======
Weighted - average fair value of Options granted during fiscal 1999...... 134,250 $ 1.79
======== ======
</TABLE>

F-15
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Weighted
Average
1998 Plan Exercise Price
----------- --------------
<S> <C> <C>
Outstanding at June 30, 1998............................................. -- --
Granted............................................................... 143,000 $ 4.63
Exercised............................................................. -- --
Forfeited............................................................. -- --
------- ------
Outstanding at June 30, 1999 143,000 $ 4.63
======= ======
Weighted - average fair value of Options granted during fiscal 1999...... 143,000 $ 2.66
======= ======
</TABLE>
The following table summarizes information about stock options outstanding at
June 30, 1999:
<TABLE>
<CAPTION>
Options Outstanding Option Exercisable
------------------------ -----------------------
Average Weighted Weighted Weighted
Number of Remaining Average Average
Options Contractual Exercise Number Exercise
Range of Exercise Prices ($) Outstanding Life (Years) Price ($) Exercisable Price ($)
- ------------------------------------ ----------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
1991 Plan
2.50 to 4.00................. 764,083 7.40 years $ 3.34 412,692 $ 3.37
4.00 to 5.63................. 120,000 6.40 years 4.65 116,670 4.63
--------- --------
2.50 to 5.63................. 884,083 7.25 years $ 3.52 529,362 $ 3.65
========= ====== ========
1998 Plan
4.63......................... 143,000 9.75 4.63 -- --
========= ========== ====== ======== ======
</TABLE>

Under the accounting provisions of SFAS 123, the Company's net earnings and
earnings per share before extraordinary item would have been:
<TABLE>
<CAPTION>
Years Ended June 30,
------------------------------------------
1999 1998 1997
---------- ---------- ---------
<S> <C> <C> <C>
Earnings before extraordinary item:
As reported........................................ $4,208,025 $2,416,883 $120,781
Pro forma.......................................... 3,999,219 2,259,454 44,887
Basic earnings per share before extraordinary item:
As reported........................................ .93 .53 .03
Pro forma.......................................... .88 .50 .01
Diluted earnings per share before extraordinary item:
As reported........................................ .86 .51 .02
Pro Forma.......................................... .82 .48 .01
</TABLE>
The pro forma effect on net earnings and earnings per share for 1999, 1998, and
1997 may not be representative of the pro forma effect in future years because
it includes compensation cost on a straight-line basis over the vesting periods
of the grants and does not take into consideration the pro forma compensation
costs for grants made prior to 1996.

The fair market value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted average
assumptions used for grants: expected volatility of 44% in 1999, 46% in 1998 and
35% in 1997; risk free interest rate of 5.0% in 1999, 5.8% in 1998 and 6.7% in
1997; expected lives of 10 years; and no dividend yield.

F-16
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Warrants

During 1994 and 1993, a total of 195,000 warrants were issued to unaffiliated
parties at exercise prices ranging from $3.00 to $6.05 per share. At June 30,
1999, these warrants are exercisable and expire in 2003 and 2004.

As discussed in Note 7, the Company granted warrants in March 1998, to purchase
105,000 shares of common stock exercisable at $4.125 per share through March
2006.

NOTE 11 -- EARNINGS PER SHARE

Basic and diluted earnings per share for each of the three years ended June 30,
1999, 1998, and 1997 are calculated as follows:
<TABLE>
<CAPTION>
Net Earnings Shares Per Share
(Numerator) (Denominator) Amount
------------ ------------- ---------
<S> <C> <C> <C>
For the year ended June 30, 1999:
Basic earnings per share............................... $ 4,208,025 4,536,605 $ .93
Effect of assumed conversion of employee stock options
and warrants........................................... -- 347,080 .07
----------- ----------- -----
Diluted earnings per share............................. $ 4,208,025 4,883,685 $ .86
=========== =========== =====
For the year ended June 30, 1998:
Basic earnings per share............................... $ 1,405,882 $ 4,562,800 $ .31
Effect of assumed conversion of employee stock options
and warrants........................................... -- 182,119 .01
----------- ----------- -----
Diluted earnings per share............................. $ 1,405,882 4,744,919 $ .30
=========== =========== =====
For the year ended June 30, 1997:
Basic earnings per share............................... $ 120,781 4,552,146 $ .03
Effect of assumed conversion of employee stock options
and warrants........................................... -- 487,849 .01
----------- ----------- -----
Diluted earnings per share............................. $ 120,781 5,039,995 $ .02
=========== =========== =====
</TABLE>
The earnings per share computation for the year ended June 30, 1999 was based
upon the 4,562,800 shares outstanding at the beginning of the year less a
proration of the 78,370 shares of treasury stock repurchased during the fiscal
year ended June 30, 1999. Also included in the weighted average number of common
shares are the pro-rata portion of 34,430 shares issued upon the exercise of
cashless warrants granted to an investment banker in 1994 in connection with the
private placement of Preferred Stock, options exercised by an employee, as well
as incremental shares attributable to assumed exercise of options and warrants.

The earnings per share computation for the year ended June 30, 1998 was based
upon the 4,562,800 shares outstanding at the beginning of the year; 569,400
shares issuable under stock options and the warrants were excluded from the
calculation since the exercise price exceeded the average fair market value of
the Company's common stock during the period.

The earnings per share computation for the year ended June 30, 1997 was based
upon 4,300,193 shares outstanding at the beginning of the year, plus a pro-rated
of the 225,000 shares arising from the issuance of common stock issued upon
exercise of the underwriters over allotment option in the Company's secondary
public offering; 286,000 shares issuable under stock options were excluded from
the calculation since the exercise price exceeded the average fair market value
of the Company's common stock during the period.

F-17
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Repurchase Program

In May 1999, the Board of Directors approved a stock repurchase program to
acquire up to $3,200,000 of the Company's common stock. As of June 30, 1999, the
Company has repurchased 78,370 shares of its common stock for a cost of
approximately $396,370.

NOTE 12 -- 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 an allowance for bad debts for accounts receivable where there is a
possibility for loss.

The Company maintains demand deposits with major banks. At June 30, 1999 and
1998, all of the Company's cash was held in one major bank.

NOTE 13 -- MAJOR CUSTOMER

During the fiscal year ended June 30, 1999, the Company had sales to one major
customer of $32,305,000 representing approximately 18% of net sales. At June 30,
1999, three customers represented 33%, 19%, and 14% of accounts receivable.

During the fiscal year ended June 30, 1998, the Company had sales to a major
customer of approximately $19,600,000 representing approximately 18% of net
sales. At June 30, 1998, three customers represented 33%, 17% and 14% of
accounts receivable.

During the fiscal year ended June 30, 1997, the Company had sales to two major
customers of approximately $12,125,000 and $9,099,000 representing approximately
14% and 10% of net sales, respectively. At June 30, 1997, one customer
represented 19% of net accounts receivable, no other customer exceeded 10%.

NOTE 14 -- EMPLOYEE BENEFITS

In July 1998, the Company instituted a 401(k) plan for all employees who are not
covered under the collective bargaining agreement. Under the plan, the Company
matches each eligible employees' contribution up to 25% of the employees' first
8% of contributions. Contributions during the year amounted to approximately
$40,000 for the year ended June 30, 1999.

NOTE 15 -- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of quarterly results of operations for the 1999, 1998
fiscal years (in thousands of dollars except per share data):

F-18
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- ---------- --------- ---------

<S> <C> <C> <C> <C>
1999
Net sales........................................ 35,899 45,652 45,863 48,867
Gross profit..................................... 6,125 7,925 7,706 8,173
Income from operations........................... 2,419 2,817 2,878 3,348
Net earnings..................................... 815 1,041 1,056 1,296
Basic earnings per share......................... .18 .23 .23 .29
Diluted earnings per share....................... .17 .21 .21 .27
1998
Net sales........................................ $ 25,156 $ 26,113 $ 26,407 $ 30,464
Gross profit..................................... 4,272 4,471 4,725 5,277
Income from operations........................... 1,450 1,657 1,830 2,147
Earnings before extraordinary item............... 478 610 635 694
Extraordinary item, net.......................... -- (1,011) -- --
Net earnings..................................... 478 (401) 635 694
Net earnings per share before extraordinary item. .10 .13 .14 .16
Extraordinary item, net.......................... -- (.22) -- --
Basic earnings per share......................... .10 (.09) .14 .16
Diluted earnings per share....................... .10 (.09) .14 .15
</TABLE>

NOTE 16 - NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

The accompanying financial statements of the Company have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
six months ended December 31, 1999 are not necessarily indicative of the results
that may be expected for the year ending June 30, 2000. For further information,
refer to the financial statements and footnotes thereto included in the
Company's Annual Report for the fiscal year ended June 30, 1999 as filed with
the Securities and Exchange Commission.

Earnings per Share

Basic earnings per share is calculated by dividing net income by the weighted
average number of common shares outstanding during the period.

Diluted earnings per share is calculated by dividing net income by the weighted
average number of common shares outstanding plus the weighted-average number of
net shares that would be issued upon exercise of stock options and warrants
using the treasury stock method. Incremental shares included in the diluted
computation were 703,392 and 251,472 for the six months ended December 31, 1999
and 1998 respectively.

F-19
<PAGE>
SUPREMA SPECIALTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Inventories

Inventories consist of the following:

December 31, 1999
-----------------
Raw Materials $11,520,439
Finished Goods 28,992,630
Packaging 1,202,309
-----------
$41,715,378
===========

The Company has entered into an agreement with a supplier for the purchase
of a minimum level of raw materials used in the manufacture of its products. At
December 31, 1999, the Company had fulfilled its purchase commitment under this
agreement.

Long-Term Debt

In March 2000, the Company and its bank amended Company's bank revolver credit
facility to increase the bank's potential commitment to $85 million and extend
the maturity date to February 15, 2004. The amendment also redefines various
financial and operating covenants and establishes new levels for advances on
eligible accounts receivable and inventory.

Stockholder's Equity

Stock Incentive Plan

In November 1999, the Company's shareholders approved the adoption of the 1999
Stock Incentive Plan (the "1999 Plan"). Terms of the 1999 Plan allow for the
issuance of stock options, restricted stock, deferred stock or other stock based
awards to employees, directors and third parties. The Company has reserved
500,000 shares of common stock for distribution under the 1999 Plan.

Registration Statement

In April 2000, the Company entered into a letter of intent with respect to the
filing of a registration statement under which the Company anticipates
registering 1.1 million shares of its common stock (1.265 million shares
assuming the underwriter exercises its over-allotment option). With respect to
the 1.1 million shares, the Company expects to sell one million shares to the
public and 100,000 shares will be sold by officers of the Company. The sale of
the officers' shares will not result in proceeds to the Company. In addition,
100,000 underwriter's warrants are expected to be registered.

Effect of New Accounting Pronouncements

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, Revenue Recognition ("SAB 101") which broadly addresses how
companies report revenues in their financial statements. The Company is in the
process of evaluating the accounting requirements of SAB 101 and do not expect
that this standard will have a material effect, if any, on its financial
position, results of operations, or cash flows.

F-20
<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
(except for the SEC NASD filing fees) as follows:

SEC filing fee ................................................ $ 3,603.00
NASD filing fee................................................ **
NASDAQ listing fee............................................. **
Printing*...................................................... **
Accounting fees and expenses*.................................. **
Legal fees and expenses*....................................... **
Transfer Agent fees............................................ **
Miscellaneous expenses*........................................ **
----------
Total................................................. $ **
==========

- ------------------------
* Estimated
**To be provided by amendment

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 New 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
Suprema'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 Suprema pursuant
to the foregoing provisions, Suprema has been informed that in the opinion of
the SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

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

II-1
<PAGE>

Item 16. Exhibits and Financial Statement Schedules

1. Underwriting Agreement

1.1 Underwriting Agreement +

1.2 Form of Underwriter's Warrant +

5. Opinion of Blank Rome Tenzer Greenblatt LLP +

10.1 Stock Option Plan*

10.2 Lease, Option and Assignment to Purchase the Company's Paterson, New
Jersey facility and amendment thereto.*

10.3 Employment by and between the Company and Mark Cocchiola.*

10.4 Employment by and between the Company and Paul Lauriero.*

10.5 Revolving Loan, Guaranty and Security Agreement by and among the
Company, Suprema Specialties West, Inc. and National Westminster Bank
NJ dated as of February 15, 1994, as amended.*****

10.6 Form of Equipment Lease between the Company and BLT Leasing Corp.
dated December 28, 1992.******

10.7 Amendment to Lease and Purchase Agreement, dated October 4, 1994
between East 35th Street Associates and the Company.*******

10.8 Loan and Security Agreement among CoreStates, Enterprise and the
Company Suprema Specialties West, Inc. dated October 25, 1995.******

10.9 Lease between Cape Vincent Milk Producers Cooperative, Inc., Marble
City.Bulk Milk Producers Cooperative, Inc., Northern New York Bulk
Milk Producers Cooperative, Inc., Seaway Bulk Milk Producers
Cooperative Inc., and the Company, dated May 21, 1996.***

10.10 Master Equipment Lease Agreement No. 32399 between Fleet Capital
Corporation and Suprema Specialties, Inc. dated May 29, 1997.***

10.11 Securities Purchase Agreement, dated as of March 9, 1998, between the
company and Alliance Capital Management, L.P. (without exhibits).***

10.12 Note Agreement, dated as of March 9, 1998, between the company and
each Albion Alliance Mezzanine Fund, L.P. and The Equitable Life
Assurance Society of the United State.***

10.13 Warrant Agreement, dated as of March 9, 1998, between the Company and
Albion Alliance Mezzanine Fund, L.P. and the Equitable Life Assurance
Society of the United States.***

10.14 Mortgage by the Company to Natwest Bank N.A. dated March 29, 1996.**

10.15 Second Amended and Restated Revolving Loan, Guaranty and Security
Agreement among the Company, Fleet Bank, N.A. (as successor to
Natwest Bank N.A. and National Westminster Bank, NJ), Sovereign Bank,
Suprema Specialties West, Inc. and Suprema Northeast, Inc., dated as
of December 16, 1998.**

10.16 Mortgage and Security Agreement by the Company to Fleet Bank, N.A.,
dated December 16, 1998.**

II-2
<PAGE>

10.17 Third Modification Agreement between the Company and Fleet Bank, N.A.
(formerly known as Natwest Bank N.A.), dated December 16, 1998.**

10.18 First Amendment to the Second Amended and Restated Revolving Loan,
Guaranty and Security Agreement between the Company, Fleet bank,
N.A., Sovereign Bank, Suprema Specialties West, Inc. and Suprema
Specialties Northeast, Inc., dated May 28, 1999.**

10.19 Second Amendment to the Second Amended and Restated Revolving Loan,
Guaranty and Security Agreement between the Company, Fleet Bank,
N.A., Sovereign Bank, Suprema Specialties West, Inc. and Suprema
Specialties Northeast, Inc., dated June 30, 1999.**

10.20 Third Amendment to the Second Amended and Restated Revolving Loan,
Guaranty and Security Agreement between the Company, Fleet Bank,
N.A., Sovereign Bank, Suprema Specialties West, Inc. and Suprema
Specialties Northeast, Inc., dated July 22, 1999.**

10.21 Amendment No. 1 and Assignment Agreement dated as of March 10, 2000
to Third Amended and Restated Revolving Loan, Guaranty and Security
Agreement among Fleet Bank, National Association, Sovereign Bank,
Mellon Bank, N.A., European American Bank, PNC Bank, National
Association, National City Bank, Suprema Specialities, Inc., Suprema
Specialities West, Inc. and Suprema Specialities Northeast, Inc.+

23.1 Consents of Blank Rome Tenzer Greenblatt LLP (included in Exhibit 5)

23.2 Consent of BDO Seidman LLP.

-----------------
+ to be filed by amendment

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

** Incorporated by reference to the exhibit filed with the
registrant's Annual Report on Form 10-K for the year ended
June 30, 1999.

*** Incorporated by reference to the exhibit filed with the
registrant's Annual Report on Form 10-K, as amended, for the year
ended June 30, 1998.

**** Incorporated by reference to the exhibit filed with the
registrant's registration Report on Form 8-K dated March 18, 1996.

***** Incorporated by reference to the exhibit filed with the
registrant's Report on Form 10-Q for the quarter ended
December 31, 1995.

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

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

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the

II-3
<PAGE>

Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against liabilities (other
than the payment of 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 proceedings) 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.

(2) 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.

(3) 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.

II-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Paterson, State of New Jersey on May 10, 2000.

SUPREMA SPECIALTIES, INC.

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

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

<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Mark Cocchiola Chairman of the Board, President, Chief
- --------------------------------------- Executive Officer and Director (Principal
Mark Cocchiola Executive Officer) May 10, 2000

/s/ Paul Lauriero
- --------------------------------------- Executive Vice President and Director May 10, 2000
Paul Lauriero

/s/ Steven Venechanos
- --------------------------------------- Chief Financial Officer, and Secretary
Steven Venechanos (Principal Financial and Accounting Officer) May 10, 2000

/s/ Marco Cocchiola
- --------------------------------------- Director May 10, 2000
Marco Cocchiola

/s/ Rudolph Acosta
- --------------------------------------- Director May 10, 2000
Rudolph Acosta

/s/ Paul DeSocio
- --------------------------------------- Director May 10, 2000
Paul DeSocio

/s/ William Gascoigne
- --------------------------------------- Director May 10, 2000
William Gascoigne

</TABLE>

II-5

<PAGE>
Exhibit 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated August 9, 1999, relating to the
consolidated financial statements of Suprema Specialties, Inc., which is
contained in that Prospectus, and to the incorporation in the Prospectus by
reference of our reports dated August 9, 1999, relating to the consolidated
financial statements and schedule of Suprema Specialties, Inc. appearing in the
Company's Annual Report on Form 10-K for the year ended June 30, 1999.

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

/s/ BDO Seidman
- -----------------------
BDO Seidman, LLP
Woodbridge, New Jersey
May 9, 2000