FORM 10-Q


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


               Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For the quarterly period ended: 03/31/00        Commission file number: 0-22818
                                --------                                -------



                            THE HAIN FOOD GROUP, INC.
                            -------------------------

             (Exact name of registrant as specified in its charter)


              Delaware                                    22-3240619
- -------------------------------                      ---------------------
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                        Identification No.)


    50 Charles Lindbergh Boulevard, Uniondale, New York      11553
- -----------------------------------------------------------------------
   (Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code: (516) 237-6200
                                                   -----------------


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

              Yes         X                               No
                       -------                                   -------


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

18,411,655 shares of Common Stock $.01 par value, as of May 8, 2000.









                              THE HAIN FOOD GROUP, INC.
                                       INDEX

                                                                          Page

Part I                Financial Information

Item 1.               Financial Statements

             Consolidated Balance Sheets - March 31, 2000
             (unaudited) and June 30, 1999                                2

             Consolidated Statements of Income - Three months and
             nine months ended March 31, 2000 and 1999 (unaudited)        3

             Consolidated Statements of Cash Flows - Nine months
             ended March 31, 2000 and 1999 (unaudited)                    4

             Consolidated Statement of Stockholders' Equity - Nine

             months ended March 31, 2000 (unaudited)                      5

             Notes to Consolidated Financial Statements                6 to 12


Item 2.      Management's Discussion and Analysis of Financial
               Condition and Results of Operations                    13 to 19


Part II               Other Information

                 Items 1 and 3 to 5 are not applicable

             Item 2 - Change in Securities                               20

             Item 6 - Exhibits and Reports on Form 8-K                   20

             Signatures                                                  21


















                                                                               1






PART I - ITEM 1 - FINANCIAL INFORMATION
THE HAIN FOOD GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS




                                                                March 31,         June 30,
                                                                  2000             1999
                                                                 ------            -----
                                                               (Unaudited)         (Note)
ASSETS
Current assets:

                                                                         
 Cash                                                         $    208,000     $   510,000
 Trade accounts receivable, less allowance
  for doubtful accounts of $522,000 and $560,000                29,336,000      24,278,000
 Inventories                                                    35,241,000      29,208,000
 Recoverable income taxes                                                -         387,000
 Other current assets                                            2,755,000       4,965,000
                                                              ------------     -----------

         Total Current Assets                                   67,540,000      59,348,000
Property and equipment, net of accumulated
  depreciation of $3,778,000 and $1,601,000                     17,660,000      17,947,000
Goodwill and other intangible assets, net of
  accumulated amortization of $11,003,000 and
  $6,884,000                                                   212,869,000     193,398,000
Deferred financing cost, net of accumulated
  amortization of $573,000 and $107,000                          3,165,000       3,605,000
Deferred income taxes                                            3,431,000         884,000
Other assets                                                     3,181,000       6,640,000
                                                              ------------    ------------
         Total Assets                                         $307,846,000    $281,822,000
                                                              ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable and accrued expenses                        $ 23,442,000    $ 30,029,000
 Current portion of long-term debt                              14,319,000      10,442,000
 Income taxes payable                                            7,076,000          -
                                                              ------------    ------------
         Total current liabilities                              44,837,000      40,471,000

Long-term debt, less current portion                            33,531,000     130,683,000
Other liabilities                                                   -              667,000
                                                              ------------    ------------
         Total liabilities                                      78,368,000     171,821,000

Commitments and contingencies Stockholders' equity:

 Preferred stock - $.01 par value; authorized
  5,000,000 shares, no shares issued
 Common stock - $.01 par value, authorized
  40,000,000 shares, issued 18,411,205 and
  14,119,640 shares                                                184,000         141,000
 Additional paid-in capital                                    201,519,000      90,822,000
 Retained earnings                                              28,050,000      19,313,000
                                                              ------------    ------------
                                                               229,753,000     110,276,000
Less: 100,000 shares of treasury stock, at cost                    275,000         275,000
                                                              ------------    ------------
         Total stockholders' equity                            229,478,000     110,001,000
                                                              ------------    ------------
         Total liabilities and stockholders' equity           $307,846,000    $281,822,000
                                                              ============    ============


Note - The  balance  sheet at June 30,  1999 has been  derived  from the audited
financial statements at that date.

See notes to consolidated financial statements.

                                                                               2




THE HAIN FOOD GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)




                                                   Three Months Ended                 Nine Months Ended
                                                        March 31,                          March 31,
                                         -------------------------------------  ---------------------------
                                                2000               1999            2000            1999
                                         -------------------------------------  ---------------------------


                                                                                  
Net sales                                      $77,037,000    $50,833,000     $226,123,000    $144,931,000
Cost of Goods Sold                              45,655,000     30,494,000      133,559,000      87,574,000
                                            ------------------------------  -------------------------------
Gross profit                                    31,382,000     20,339,000       92,564,000      57,357,000
Selling, general & adminstrative expenses       20,675,000     12,655,000       61,950,000      37,752,000
Amortization of goodwill and other               1,422,000        863,000        4,119,000       2,565,000
 intangible assets
                                            ------------------------------  -------------------------------
Operating income                                 9,285,000      6,821,000       26,495,000      17,040,000

Other income, net                                  619,000              -        1,372,000               -
Interest expense, net                           (1,016,000)    (1,088,000)      (4,691,000)     (3,500,000)
Amortization of deferred financing costs          (156,000)       (81,000)        (466,000)       (244,000)
                                            ------------------------------  -------------------------------

Income before income taxes and cumulative        8,732,000      5,652,000       22,710,000      13,296,000
  change in accounting principle
Provision for income taxes                       3,929,000      2,459,000       10,219,000       5,784,000
                                            ------------------------------  -------------------------------
Income before cumulative change in               4,803,000      3,193,000       12,491,000       7,512,000
  accounting principle
Cumulative change in accounting principle                -              -       (3,754,000)              -
                                            ------------------------------  -------------------------------
Net income                                     $ 4,803,000    $ 3,193,000      $ 8,737,000      $7,512,000
                                            ==============================  ===============================
Basic earnings per common shares:
Income before cumulative change in             $      0.26    $      0.23      $      0.74      $     0.56
  accounting principle
Cumulative change in accounting principle                -              -      $     (0.22)              -
                                            ------------------------------  -------------------------------
Net income                                     $      0.26    $      0.23      $      0.52      $     0.56
                                            ==============================  ===============================
Diluted earnings per common share:
Income before cumulative change in             $       0.25   $      0.21      $      0.68      $     0.49
  accounting principle
Cumulative change in accounting principle                -              -      $     (0.20)              -
                                            ------------------------------  -------------------------------
Net income                                     $       0.25   $      0.21      $      0.48      $     0.49
                                            ==============================  ===============================

Weighted average common shares outstanding
Basic                                           18,230,000     13,690,000       16,866,000      13,516,000
                                            ==============================  ===============================
Diluted                                         19,507,000     15,562,000       18,392,000      15,392,000
                                            ==============================  ===============================



See notes to consolidated financial statements.



                                                                               3






THE HAIN FOOD GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



                                                              Nine Months Ended
                                                                  March 31,
                                                                  ---------
                                                          2000               1999
                                                         ------             -----
CASH FLOWS FROM OPERATING ACTIVITIES
                                                                   
Net income                                            $ 8,737,000        $ 7,512,000
Adjustments to reconcile net income to net cash
  provided by operating activities
Cumulative change in accounting principle               3,754,000                  -
Gain on sale of assets held for sale                    (706,000)                  -
Depreciation of property and equipment                  2,177,000            520,000
Amortization of goodwill and other intangible
  assets                                                4,119,000          2,565,000
Amortization of deferred financing costs                  466,000            244,000
Provision for doubtful accounts                           178,000             35,000
Other                                                      35,000             35,000
Increase (decrease) in cash attributable to
changes in assets and liabilities, net of amounts
applicable to acquired businesses:
 Accounts receivable                                  (5,236,000)        (3,617,000)
 Inventories                                          (6,033,000)          1,159,000
 Other current assets                                     299,000        (1,992,000)
 Other assets                                         (2,110,000)        (2,631,000)
 Accounts payable and accrued expenses                (7,621,000)        (1,320,000)
 Income taxes payable                                   7,463,000          3,084,000
                                                      -----------        -----------
   Net cash provided by operating
     activities                                         5,522,000          5,594,000
                                                      -----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of businesses, net of cash acquired       (4,673,000)       (24,952,000)
Acquisition of property and equipment                 (2,333,000)          (668,000)
Proceeds from sale of assets                            1,149,000             -
                                                      -----------        ----------
  Net cash used in investing activities               (5,857,000)       (25,620,000)
                                                     -----------        -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank revolving credit facility, net       2,150,000            250,000
Proceeds from term loan                                         -         60,000,000
Payments on term loan                                (85,256,000)       (20,350,000)
Costs in connection with bank financing                  (26,000)          (750,000)
Proceeds from private equity stock offering, net
  of related expenses                                  80,589,000                  -
Proceeds from exercise of warrants and options,
  net of related expenses                               2,768,000          1,817,000
Payment of debt from acquired company                           -       (20,678,000)
Payment of other long-term debt                         (192,000)                  -
Other - net                                                 -              (316,000)
                                                      -----------       -----------
  Net cash provided by financing activities                33,000         19,973,000
                                                      -----------       ------------
Net decrease in cash                                    (302,000)           (53,000)

Cash at beginning of period                               510,000            495,000
                                                      -----------       ------------
Cash at end of period                                 $   208,000       $    442,000
                                                      ===========       ============


See notes to consolidated financial statements.

                                                         4






THE HAIN FOOD GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (UNAUDITED)
FOR THE NINE MONTHS ENDED MARCH 31, 2000



                                        Common Stock                                           Treasury Stock
                                                                             Additional
                                                 Amount        Paid-in        Retained
                                     Shares      at $.01       Capital        Earnings       Shares       Amount        Total
                                ------------  -------------  -------------  -------------  ----------  -----------  --------------

                                                                                                 
Balance at June 30, 1999          14,119,640      $ 141,000    $90,822,000    $19,313,000     100,000   $(275,000)    $110,001,000
Issuance of shares to Heinz,
  net of related expenses          3,507,577         35,000     97,925,000                                              97,960,000
Conversion of promissory notes       442,538          4,000      9,973,000                                               9,977,000
Exercise of Common Stock
 warrants, net of related
 expenses                            150,000          2,000        711,000                                                 713,000
Exercise of stock options            191,450          2,000      2,053,000                                               2,055,000
Non-cash compensation charge                                        35,000                                                  35,000
Net income for the period                                                       8,737,000                                8,737,000
                                ------------  -------------  -------------  -------------  ----------  -----------  --------------
Balance at March 31, 2000         18,411,205     $  184,000   $201,519,000    $28,050,000     100,000   $(275,000)    $229,478,000
                                ============  =============  =============  =============  ==========  ===========  ==============



See notes to consolidated financial statements.

                                                                               5





THE HAIN FOOD GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.       GENERAL:

         The Company and its subsidiaries  operate in one business segment:  the
sale of natural,  organic and other food  products.  Beginning with fiscal 1999,
approximately  75% (100% in prior years) of the  Company's  revenues are derived
from  products  which are  manufactured  by  various  co-packers.  There were no
co-packers who manufactured 10% or more of our products.

         The  Company's  natural food product  lines consist of Hain Pure Foods,
Westbrae Natural,  Arrowhead Mills,  DeBoles  Nutritional  Foods,  Health Valley
Foods, Sahara Natural Foods, Breadshop's Foods, Earth's Best (baby foods), Terra
Chips  (natural  vegetable  chips),  Boston  Popcorn and Garden of Eatin' (snack
products)  and Nile Spice  (dry soup  products).  Other  product  lines  include
Hollywood Foods (principally healthy cooking oils), Weight Watchers (weight-loss
and portion  controlled dry  products),  Estee  (sugar-free,  medically-directed
foods) and Kineret (kosher foods products).

         Certain reclassifications have been made in the financial statements to
conform to current year's presentation.

2.       BASIS OF PRESENTATION:

         All  amounts  in the  financial  statements  have been  rounded  to the
nearest thousand dollars, except share and per share amounts.

         The accompanying  consolidated  financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes required by generally accepted accounting  principles.  In the opinion
of management,  all adjustments (including normal recurring accruals) considered
necessary for a fair presentation  have been included.  Reference is made to the
footnotes to the audited  consolidated  financial  statements of the Company and
subsidiaries  as at June 30,  1999 and for the year then ended  included  in the
Company's  Annual  Report on Form 10-K for  information  not  included  in these
condensed footnotes.

3.       CUMULATIVE CHANGE IN ACCOUNTING PRINCIPLE:

         In April 1998, the American  Institute of Certified Public  Accountants
issued SOP 98-5, "Reporting Costs of Start-up Activities" ("SOP 98-5"). SOP 98-5
was adopted by the Company  effective July 1, 1999, and requires  start-up costs
capitalized  prior to such  date be  written-off  as a  cumulative  effect of an
accounting  change  as of July 1,  1999,  and any  future  start-up  costs to be
expensed as incurred. Start-up activities are defined broadly as those one- time
activities related to introducing a new product or service,  conducting business
in a new  territory,  conducting  business  with  a new  class  of  customer  or
commencing  some new  operations.  In  accordance  with SOP  98-5,  the  Company
recorded  a  one-time  non-cash  charge in the  first  quarter  of  fiscal  2000
reflecting the  cumulative  effect of a change in accounting  principle,  in the
amount  of  $3.8  million,  net  of tax  benefit,  representing  start-up  costs
capitalized as of the beginning of fiscal year 2000.

                                                         6





THE HAIN FOOD GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


4.       STOCKHOLDERS' EQUITY:

         In September 1999, the Company entered into a global strategic alliance
with H.J. Heinz Company  ("Heinz") related to the production and distribution of
natural products domestically and internationally,  and purchased from Heinz the
trademarks of its Earth's Best baby food line of products.  In  connection  with
the alliance,  the Company issued 2,837,343 shares (the "Investment  Shares") of
its common stock, par value $.01 per share (the "Common Stock") to Earth's Best,
Inc.  ("Earth's  Best"),  a wholly owned  subsidiary of Heinz,  for an aggregate
purchase  price of  $82,383,843  under a  Securities  Purchase  Agreement  dated
September  24, 1999 between the Company and Earth's  Best.  The Company used $75
million  of the  proceeds  from this  private  equity  offering  to  reduce  its
borrowings  under its debt facility.  The remainder of the proceeds were used to
pay transaction costs and for general working capital purposes. In consideration
for the  trademarks,  the Company paid a  combination  of $4,620,000 in cash and
670,234 shares of Common Stock, valued at $17,380,000 (the "Acquisition  Shares"
and together with the Investment Shares, the "Shares").  This purchase agreement
terminates a license agreement dated April 1, 1999 between the Company and Heinz
whereby the Company was granted  exclusive sale and  distribution  rights of the
Earth's  Best baby food  products  into the United  States  retail  grocery  and
natural food channel. With the acquisition of these trademarks, the Company will
be  able  to  sell,  market  and  distribute  the  Earth's  Best  products  both
domestically and  internationally and have a more efficient means to develop new
products. In connection with the issuance of the Shares, the Company and Earth's
Best have entered into an  Investor's  Agreement  dated  September 24, 1999 that
sets forth certain  restrictions and obligations of the Company and Earth's Best
and  its  affiliates  relating  to  the  Shares,   including   restrictions  and
obligations  relating to (1) the appointment by the Company of one member to its
board of directors nominated by Earth's Best and one member jointly nominated by
Earth's Best and the Company,  (2) an 18-month  standstill  period  during which
Earth's Best and its affiliates may not purchase or sell shares of Common Stock,
subject to certain exceptions, (3) a right of first offer granted to the Company
by Heinz and its  affiliates  to the Company  upon the sale of Shares by Earth's
Best and its affiliates  following the standstill  period, (4) preemptive rights
granted to Earth's Best and its  affiliates  relating to the future  issuance by
the Company of shares of capital stock and (5) confidentiality.

         In  addition,  the  Company  and  Earth's  Best  have  entered  into  a
Registration  Rights  Agreement dated  September 24, 1999 that provides  Earth's
Best and its affiliates  customary  registration  rights relating to the Shares,
including two demand registration rights and "piggy-back" registration rights.

                                                         7





THE HAIN FOOD GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


5.       ACQUISITION AND PENDING MERGER:

Acquisition of Natural Nutrition Group

         On May 18, 1999, the Company acquired Natural Nutrition Group, Inc. and
its  wholly-owned  subsidiaries  ("NNG").  NNG is a manufacturer and marketer of
premium  natural and organic food products  primarily  under its Health  Valley,
Breadshop's  and  Sahara  brands.  The  aggregate   purchase  price,   including
acquisition costs, amounted to approximately $82 million. The purchase price was
paid by  approximately  $72  million in cash and the  issuance of $10 million in
convertible  promissory  notes. To finance the cash portion of the  acquisition,
among other things,  the Company entered into a $160 million senior secured loan
which provided for a $30 million  revolving  credit facility and $130 million in
term loans.  The aggregate  purchase price paid in excess of net assets acquired
amounted to $61.5 million.  The purchase price  allocations  have been made on a
preliminary basis, subject to adjustment.

         Unaudited  pro forma results of operations  (in  thousands,  except per
share  amounts)  for the nine months  ended  March 31,  1999,  assuming  the NNG
acquisition had occurred as of July 1, 1998 are as follows:

                                            Nine Months Ended
                                             March 31, 1999
                                             --------------
                            Net sales           $ 199,789
                                                =========

                           Net income           $   2,995
                                                =========

                Net income per share:
                                Basic           $    0.22
                                                =========
                              Diluted           $    0.19
                                                =========

         The pro  forma  operating  results  shown  above  are  not  necessarily
indicative of operations in the periods following acquisition.

         The  above  acquisition  has  been  accounted  for as a  purchase  and,
therefore,  operating  results have been included in the accompanying  financial
statements from the date of acquisition.  Goodwill  arising from the acquisition
is being amortized on a straight-line basis over 40 years.

Pending Merger

         On  March  6,  2000  the  Company  and   Celestial   Seasonings,   Inc.
("Celestial")  jointly announced that they had executed an agreement pursuant to
which the Company  would  acquire the stock of publicly  traded  Celestial  (the
"Merger").

         Under the terms of the agreement,  1.265 shares of the Company's common
stock will be exchanged for each  outstanding  share of Celestial  common stock.
The Merger is  intended  to qualify as a  tax-free  reorganization  for  federal
income tax purposes and as a "pooling of interests" for accounting purposes.

 The Company will record all merger related expenses upon consummation of the

                                                         8





THE HAIN FOOD GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Merger as "merger related charges" within its Consolidated  Statements of Income
at June  30,  2000.  Consummation  of the  acquisition  is  subject  to  certain
conditions,  including the approval of the  stockholders of both the Company and
Celestial.  The Merger is  expected  to close on May 30,  2000,  the date of the
Stockholder's Meeting. In addition to this Merger, stockholders will be asked to
vote on, among other items, to: change the Company's  corporate name to The Hain
Celestial  Group,  Inc.;  amend the Company's  certificate of  incorporation  to
increase the authorized  number of shares of the Company's  common stock from 40
million to 100 million and  increase  the number of shares  available  for grant
under the Company's  employee stock option plan and adopt a new directors  stock
plan.

6.       INVENTORIES:

         Inventories consist of the following:

                                          March 31, 2000      June 30, 1999
                                          --------------      -------------

         Finished goods                    $ 21,743,000       $18,750,000
         Raw materials and packaging         13,498,000        10,458,000
                                           ------------        ----------
                                           $ 35,241,000       $29,208,000
                                           ============       ===========

7.       PROPERTY AND EQUIPMENT:

         Property and equipment consist of the following:

                                      March 31,            June 30,
                                        2000                 1999
                                     ----------           ---------
Land                                $    118,000                   -
Building and improvements              1,162,000                   -
Machinery & equipment                 13,308,000         $ 8,974,000
Assets held for sale                     295,000           4,703,000
Furniture and fixtures                 1,487,000           1,314,000
Leasehold improvements                 5,068,000           4,557,000
                                    ------------         -----------
                                      21,438,000          19,548,000
Less:
Accumulated depreciation and
  amortization                         3,778,000           1,601,000
                                    ------------         -----------
                                    $ 17,660,000         $17,947,000
                                    ============         ===========

         Assets held for sale were acquired from prior business acquisitions and
have been recorded at their  respective fair values on the dates of acquisition.
During  the  quarter,   the  Company  sold   equipment  with  a  book  value  of
approximately  $440,000 for $1.1 million.  The resulting gain is included in the
Consolidated  Statement of Income in the caption  "other  income,  net".  During
fiscal 2000, the Company has  transferred  approximately  $4 million from assets
held for sale to their respective categories as management determined that those
assets were  utilizable  to the  Company.  Management  intends to dispose of the
remaining assets held for sale in calendar 2000.

                                                         9





THE HAIN FOOD GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


8.       LONG-TERM DEBT:

         Long-term debt consists of the following:

                                               March 31,        June 30,
                                                 2000             1999
                                              -----------      ----------
Senior Term Loans (A)                        $  44,746,000    $130,000,000
Revolving Credit (A)                             2,150,000               -
Convertible Promissory Notes (B)                    23,000      10,000,000
Notes payable to sellers in
 connection with acquisitions of
 businesses, and other long-term
 debt(C)                                           931,000       1,125,000
                                             -------------    ------------
                                                47,850,000     141,125,000
Current portion                                 14,319,000      10,442,000
                                             -------------    ------------
                                             $  33,531,000    $130,683,000
                                             =============    ============


(A)      Senior Term Loans and Revolving Credit

         On May 18, 1999, in connection with the acquisition of NNG, the Company
arranged for a $160 million senior secured loan facility  ("Amended  Facility"),
which provided for a $30 million  revolving  credit facility and $130 million of
term loans.  This Amended  Facility was used to complete the acquisition of NNG,
refinance the Company's then existing indebtedness,  ($57.3 million) and provide
for ongoing working capital needs.  Under the Amended  Facility,  the term loans
consist of a $75 million  Tranche I loan and a $55 million  Tranche II loan. The
Tranche I loan requires principal quarterly  installments starting September 30,
1999 through June 30, 2004. The Tranche II loan has similar repayment  features,
but matures  June 30, 2006.  The Company may elect to pay interest  based on the
bank's  base rate or the LIBOR rate.  Borrowings  on a base rate basis may range
from 0.50%  below the  bank's  base rate to 1.00%  above the  bank's  base rate.
Borrowings  on a LIBOR  basis may range from 1.75% to 3.00% over the LIBOR rate.
Both Tranche loans were borrowed on a LIBOR basis.

         In connection with the strategic alliance with Heinz, and proceeds from
the  issuance of  Investment  Shares,  $75 million of the Tranche I and II loans
were repaid, on a pro rata basis, on September 27, 1999.

         Pursuant to the revolving credit line, the Company may borrow up to 85%
of  eligible  trade  receivables  and  60%  of  eligible  inventories.   Amounts
outstanding under the Amended Facility are  collateralized by principally all of
the Company's assets.  The Amended Facility contains certain financial and other
restrictive  covenants,  as amended,  which,  among other matters,  restrict the
payment of dividends and the incurrence of additional indebtedness.  The Company
is also required to maintain various financial ratios, including minimum working
capital and interest and fixed charge coverage ratios and is required to achieve
certain earnings levels. As of March 31, 2000, $27.9 million was available under
the Company's revolving credit facility.

                                                        10





THE HAIN FOOD GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(B)      Convertible Promissory Notes

         In  connection  with the  acquisition  of NNG,  the Company  issued $10
million of convertible  promissory  notes (the "Notes")  bearing interest at 7%,
payable quarterly  commencing September 30, 1999. The Notes are convertible into
shares of the Company's Common Stock. The number of shares of Common Stock to be
issued upon conversion of each Note is based upon the conversion  price equal to
the  average of the closing  prices of the  Company's  Common  Stock for the ten
trading days prior to the date of conversion of the Note. During the nine months
ended March 31, 2000,  holders of $9,977,000 in Notes have  converted such Notes
into 442,538 shares of the Company's Common Stock.

(C) Other Long Term Debt

         In connection  with an acquisition NNG consummated on January 12, 1999,
prior to the Company's acquisition of NNG, an $800,000 nonconvertible promissory
note  bearing  interest  at prime  (8.5% at March 31,  2000),  was issued to the
seller.  This  promissory  note  requires  payment of principal in  installments
through December 31, 2002.

                                                        11





THE HAIN FOOD GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


9.       EARNINGS PER SHARE:

The Company reports basic and diluted earnings per share in accordance with FASB
Statement No. 128,  "Earnings Per Share" ("FAS 128").  Basic  earnings per share
excludes  any dilutive  effects of options and  warrants.  Diluted  earnings per
share includes all dilutive common stock  equivalents  such as stock options and
warrants.

The following table sets forth the computation of basic and diluted earnings per
share pursuant to FAS 128



                                        Three Months Ended         Nine Months Ended
                                             March 31                   March 31
                                            ----------                 ---------
                                      2000             1999          2000           1999
                                     ------           ------        ------         ------
                                                                    
Numerator:
Numerator for basic and diluted
 earnings per share -
Income before cumulative change
 in accounting principle              $ 4,803,000   $ 3,193,000   $12,491,000   $ 7,512,000
Cumulative change in accounting
 principle                                 -             -        (3,754,000)        -
                                      -----------   -----------  -----------    -----------
Net income                            $ 4,803,000   $ 3,193,000   $ 8,737,000   $ 7,512,000
                                      ===========   ===========   ===========   ===========
Denominator:
Denominator for basic earnings
 per share - weighted average
 shares outstanding during the
  period                               18,230,000    13,690,000    16,866,000    13,516,000
                                      -----------   -----------   -----------   -----------
Effect of dilutive securities:

Stock options                             949,000     1,098,000     1,086,000     1,109,000
Warrants                                  328,000       774,000       440,000       767,000
                                      -----------   -----------   -----------   -----------
                                        1,277,000     1,872,000     1,526,000     1,876,000
                                      -----------   -----------   -----------   -----------
Denominator for diluted earnings
 per share - adjusted weighted
 average shares and assumed
  conversions                          19,507,000    15,562,000    18,392,000    15,392,000
                                      ===========   ===========   ===========   ===========
Basic earnings per share:
 Income before cumulative change
  in accounting principle             $      0.26   $      0.23    $     0.74   $      0.56
 Cumulative change in accounting
  principle                                -             -             (0.22)        -
                                      -----------   -----------   ----------    -----------
 Net income                           $      0.26   $      0.23    $     0.52   $      0.56
                                      ===========   ===========    ==========   ===========
Diluted earnings per share:
 Income before cumulative change
  in accounting principle             $      0.25   $      0.21    $     0.68   $      0.49
 Cumulative change in accounting
  principle                                -              -            (0.20)         -
                                      -----------   -----------   ----------    -----------
 Net income                           $      0.25   $      0.21    $     0.48   $      0.49
                                      ===========   ===========    ==========   ===========


                                                        12





ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

General

         The Company made the following  acquisitions  or entered into licensing
agreements since March 31, 1999:

         On April 1, 1999,  the Company  expanded its licensing  agreement  with
Heinz for  Earth's  Best baby food  products  whereby  the Company was given the
exclusive  sale and  distribution  rights of the Earth's Best baby food products
into the United States retail  grocery and natural food  channels.  On September
27, 1999, the Company  announced it had purchased the trademarks of Earth's Best
from Heinz, which terminated the April 1, 1999 license  agreement,  which allows
the  Company  the  opportunity  to  sell  Earth's  Best  both  in  domestic  and
international  markets and  provides the Company with the ability to develop new
products.

         On May 18, 1999, the Company  acquired NNG. NNG is a  manufacturer  and
marketer of premium natural and organic food products primarily under its Health
Valley, Breadshop's and Sahara brands. The NNG acquisition ("the acquisition" or
"acquired  business")  has been accounted for as a purchase.  Consequently,  the
operations of NNG are included in the results of operations  from the respective
date of acquisition.

Results of Operations

Three months ended March 31, 2000

         Net sales for the three months ended March 31, 2000 were $77.0 million,
an increase of 51.6% over net sales of $50.8  million in the quarter ended March
31, 1999.  The strong 51.6% growth was impeded by  production  capacity  issues,
specifically  within  certain  Earth's  Best baby  foods  ingredients  and Terra
snacks,  which the Company  anticipates  will be remedied over the next three to
six months.  76.7% of the  increase  was  derived  from  revenues of  businesses
acquired since March 1999.

         Gross  profit for the three  months  ended March 31, 2000  increased by
approximately $11.0 million to $31.4 million (40.7% of net sales) as compared to
$20.3  million  (40.0%  of net  sales) in the  corresponding  1999  period.  The
increase in gross  profit  dollars was a direct  result of the  increased  sales
level in 2000.  The  improvement  in gross profit  percentage of .7%  percentage
points is due to a combination of sales mix, integration of certain manufactured
product lines resulting in improved gross profit  percentage  yields and certain
acquired  businesses  producing  higher gross profit  percentages  than existing
businesses.

         Selling,  general and administrative expenses increased by $8.0 million
to $20.7  million for the three months ended March 31, 2000 as compared to $12.7
million in the March 31, 1999  quarter.  Such  expenses as a  percentage  of net
sales  amounted to 26.8% for the three months ended March 31, 2000 compared with
24.9% in the March 31, 1999 quarter. This increase is primarily  attributable to
a 4.1% increase in trade and consumer  spending  campaigns offset by a favorable
2.2% decrease in other selling,  general and administrative  expense components.
The improvement of 2.2% results from certain of the acquired  businesses  having
lower  selling  expenses  than  the  Company's  other  product  lines,  and  the
realization  of reduced  administrative  expenses  from  integration  of certain
operations  of the  acquired  businesses.  To date,  a  substantial  portion  of
acquired businesses operations have been

                                                        13






integrated  within the Company and it is expected that the  integration  process
will be  completed  by the end of calendar  2000.  The higher trade and consumer
spending is due to the Company  aggressively  promoting  awareness  of its newly
acquired  brands and products in an effort to expand product  distribution  into
existing and new market channels and territories.

         The Company  plans to continue  to invest in consumer  spending  and to
enhance brand equity while closely monitoring its trade spending. These consumer
spending categories include,  but are not limited to, consumer advertising using
radio  and  print,  coupons,   direct  mailing  programs,  and  other  forms  of
promotions.  There is no guarantee that these  investments in consumer  spending
will be  successful,  and as the Company  attempts to monitor its trade spending
and increase consumer awareness, there may be a period of overlap.

         Amortization of goodwill and other  intangible  assets increased by $.6
million  from the  March  1999  period  to the March  2000  period.  All of this
increase was  attributable  to  amortization  of goodwill  and other  intangible
assets  acquired  in  connection  with  the   acquisitions   since  March  1999.
Amortization expense in total amounted to 1.8% of net sales for the three months
ended March 31, 2000 and 1.7% of net sales for the three  months ended March 31,
1999.

         Operating income increased by $2.5 million compared to the 1999 period.
Operating  income as a percentage of net sales amounted to 12.1%,  compared with
13.4% in the March 1999 quarter.  This percentage decrease resulted  principally
from higher selling,  general,  administrative  and  amortization  expenses as a
percentage  of net sales off set by higher gross profit  margins as a percentage
of net sales.

         Other income, net for the three months ended March 2000 amounted to $.6
million.  There  was no other  income in the  comparable  period.  Other  income
primarily resulted from gains on proceeds received from assets held for sale.

         Interest and financing  costs for the three months ended March 31, 2000
amounted to approximately $1.2 million, which is comparable to the corresponding
1999 period.  Although  amortization of financing costs increased over the prior
year as a result of higher deferred financing costs,  interest cost is lower due
to lower average debt levels versus the corresponding 1999 period.

         Income  before  income  taxes for the three months ended March 31, 2000
increased to $8.7 million  (11.3% of net sales) from $5.7 million  (11.1% of net
sales) in the  corresponding  1999  period.  This $3.0  million  improvement  in
profitability  was  attributable  to the  aforementioned  increase in  operating
income, as well as the other income generated.

         Income taxes increased to $3.9 million for the three months ended March
31,  2000  compared  to $2.5  million  in the  corresponding  1999  period.  The
effective  tax  rate  was 45% in the  2000  period  compared  with  43.5% in the
corresponding  1999 period.  The increase in the effective tax rate is largely a
result of the increased  amortization  of  nondeductible  goodwill  arising from
fiscal year 1999 acquisitions.

         Net income for the three months ended March 31, 2000  increased to $4.8
million  (6.2% of net  sales)  from  $3.2  million  (6.3% of net  sales)  in the
corresponding 1999 period.  This 50% improvement in earnings was attributable to
the aforementioned  increase in income before income taxes,  partially offset by
higher income taxes.

                                                        14






Nine months ended March 31, 2000

         Net sales for the nine months ended March 31, 2000 were $226.1 million,
an  increase of 56% over net sales of $144.9  million in the nine  months  ended
March 31,  1999.  78% of the  increase  was  derived  from  revenues of acquired
businesses or revenues  resulting from licensing  agreements  entered into since
March 1999.

         Gross  profit for the nine months  ended March 31,  2000  increased  by
$35.2 million to $92.6 million (40.9% of net sales) as compared to $57.4 million
(39.6% of net sales) in the  corresponding  1999  period.  The increase in gross
profit  dollars was a direct  result of the increased  sales level in 2000.  The
improvement  in gross profit  percentage of 1.3%  percentage  points is due to a
combination  of: sales mix,  integration of certain  manufactured  product lines
resulting  in improved  gross  profit  percentage  yields and  certain  acquired
businesses and/or product lines from licensing agreements producing higher gross
profit percentages than existing businesses.

         Selling, general and administrative expenses increased by $24.2 million
to $61.9  million for the nine months  ended March 31, 2000 as compared to $37.8
million in the nine months ended March 31, 1999.  Such  expenses as a percentage
of net sales amounted to 27.4% for the nine months ended March 31, 2000 compared
with 26.0% in the nine months ended March 31, 1999.  This  increase is primarily
attributable  to a 2.6%  increase  in trade and  consumer  spending  offset by a
favorable 1.2% decrease in other  selling,  general and  administrative  expense
components.  The  improvement  of 1.2%  results  from  certain  of the  acquired
businesses having lower selling expenses than the Company's other product lines,
and the  realization  of reduced  administrative  expenses from  integration  of
certain  operations of the acquired  businesses  within the  Company's  existing
infrastructure. To date, a substantial portion of acquired businesses operations
have been integrated  within the Company and it is expected that the integration
process  will be  completed  by the end of calendar  2000.  The higher trade and
consumer spending is due to the Company aggressively  promoting awareness of its
newly acquired  brands and products in an effort to expand product  distribution
into existing and new market channels and territories.

         Amortization of goodwill and other intangible  assets increased by $1.6
million from the nine months ended March 1999 period to the  corresponding  2000
period.  Most of this increase was  attributable to amortization of goodwill and
other intangibles acquired in connection with the acquisitions since March 1999.
Amortization  expense in total,  amounted to 1.8% of net sales for both the nine
months ended March 31, 2000 and 1999 periods.

         Operating  income for the nine months ended March 31, 2000 increased by
$9.5 million compared to the  corresponding  1999 period.  Operating income as a
percentage of net sales amounted to 11.7% and 11.8%,  for the nine month periods
ended  March 31, 2000 and 1999,  respectively.  This  dollar  increase  resulted
principally  from higher gross profit margins offset by higher selling,  general
and administrative expenses.

         Other income for the nine months ended March 31, 2000  amounted to $1.4
million.  There was no other income in the corresponding  1999 period. The other
income is comprised of investment gains of $.75 million on marketable securities
purchased and sold during the fiscal  second  quarter of 2000 and $.6 million of
gains on proceeds  received from sales of assets held for sale during the fiscal
third quarter of 2000.

                                                        15




         Interest and  financing  costs for the nine months ended March 31, 2000
amounted to  approximately  $5.2  million,  an increase of $1.4 million over the
corresponding  1999  period.  The  increase  was  due to the  debt  incurred  in
connection with the fiscal year 1999 acquisitions.  The $75 million repayment of
loans,  as more fully  described  in  Footnote 4 to the  consolidated  financial
statements,  on September 27, 1999, has enabled the Company to achieve  interest
cost savings during the period from lower outstanding debt levels.

         Income  before  income  taxes  and  cumulative   change  in  accounting
principle  for the nine months ended March 31, 2000  increased to $22.7  million
(10% of net sales) from $13.3 million  (9.2% of net sales) in the  corresponding
1999  period.   This  improvement  in  profitability  was  attributable  to  the
aforementioned  increase in operating income and other income,  offset by higher
interest expense.

         Income taxes increased to $10.2 million for the nine months ended March
31,  2000  compared  to $5.8  million  in the  corresponding  1999  period.  The
effective  tax  rate  was 45% in the  2000  period  compared  with  43.5% in the
corresponding  1999 period.  The increase in the effective tax rate is largely a
result of the increased  amortization  of  nondeductible  goodwill  arising from
fiscal year 1999 acquisitions.

         Income before  cumulative  change in accounting  principle for the nine
months ended March 31, 2000  increased to $12.5 million (5.5% of net sales) from
$7.5  million  (5.2%  of net  sales)  in the  corresponding  1999  period.  This
improvement  was  attributable to the  aforementioned  increase in income before
income taxes and cumulative change in accounting principal,  partially offset by
higher income taxes.

Change in Accounting Principle:

         In April 1998, the American  Institute of Certified Public  Accountants
issued  Statement of Position  98-5,  "Reporting  Costs of Start-up  Activities"
("SOP 98-5"). SOP 98-5 is effective  beginning on July 1, 1999, and requires the
start-up  costs  capitalized  prior to such date be  written-off as a cumulative
effect of an accounting change as of July 1, 1999. Any future start-up costs are
to be expensed as incurred. Start up activities are broadly defined as those one
time  activities  related to  introducing  a new product or service,  conducting
business in a new territory, conducting business with a new class of customer or
commencing some new operation. In accordance with SOP 98-5, the Company recorded
a one-time  non-cash  charge in the first quarter of fiscal 2000  reflecting the
cumulative  effect of a change in  accounting  principle,  in the amount of $3.8
million, net of tax benefit,  representing such start-up costs capitalized as of
the beginning of fiscal year 2000.

Liquidity and Capital Resources

         The  Company  requires  liquidity  for working  capital  needs and debt
service requirements.

         The Company had working  capital and a current  ratio of $22.7  million
and 1.51,  respectively,  at March 31, 2000  compared to $18.9 million and 1.47,
respectively  at June 30, 1999. The increase in working capital is primarily due
to cash provided by operations of $5.5 million.

         On May 18, 1999, in connection with the acquisition of NNG, the Company
arranged for a $160 million senior secured loan facility  ("Amended  Facility"),
which provided for a $30 million credit facility and $130 million

                                                        16






of term loans.  This Amended  Facility was used to complete the  acquisition  of
NNG,  refinance the Company's then existing  indebtedness,  ($57.3  million) and
provide for ongoing working capital needs. Under the Amended Facility,  the term
loans consist of a $75 million Tranche I loan and a $55 million Tranche II loan.

         On September 27, 1999, the Company announced that it had entered into a
global strategic  alliance with Heinz related to the production and distribution
of natural  products  domestically and  internationally.  In connection with the
alliance,  the Company issued  2,837,343  shares of its common stock,  par value
$.01 per share to Earth's Best, Inc. ("Earth's Best"), a wholly owned subsidiary
of Heinz,  for an aggregate  purchase  price of  $82,383,843  under a Securities
Purchase  Agreement  dated  September  24, 1999  between the Company and Earth's
Best.  The Company  used $75 million of the proceeds  from this  private  equity
offering to reduce its borrowings under its debt facility.  The remainder of the
proceeds were used to pay transaction costs.

         The  interest  rate on the Amended  Facility is based  partially on the
ratio of outstanding  debt to operating cash flow (as defined).  The Company may
elect  to pay  interest  based  on the  bank's  base  rate  or the  LIBOR  rate.
Borrowings  on a base rate basis may range from 0.50% below the bank's base rate
to 1.00% above the bank's base rate.  Borrowings on a LIBOR basis may range from
1.75% to 3.00%  over the LIBOR  rate.  The  Amended  Facility  term  loans  were
borrowed on a LIBOR  basis  during  fiscal  2000.  The  Tranche I loan  requires
principal  quarterly  installments  starting September 30, 1999 through June 30,
2004. The Tranche II loan has similar repayment  features,  but matures June 30,
2006.

         Amounts  outstanding  under the Amended Facility are  collateralized by
principally  all of the  Company's  assets.  The Amended  Facility also contains
certain financial and other restrictive covenants. The Company was in compliance
with such  covenants at March 31, 2000. As of March 31, 2000,  $27.9 million was
available  under  the  Company's  revolving  credit  line.  Utilization  of  the
revolving  credit  line  varies  over the course of the year based on  inventory
requirements and other business transactions.

         The aggregate principal payments on the Amended Facility for the twelve
months  ending March 31, 2000 are $11.875  million.  The Company  believes  that
projected cash flows  generated from its operations and amounts  available under
the  revolving  credit  facility  should be  sufficient to fund its debt service
requirements,  working capital needs, anticipated capital expenditures and other
operating  expenses for the foreseeable  future.  The revolving  credit facility
provides  the Company with  available  borrowings  up to an aggregate  principal
amount of $30 million.

         The Company's term loans impose certain  restrictions,  as amended,  on
the Company regarding capital expenditures, limit the Company's ability to incur
additional  indebtedness,  dispose of assets, make repayments of indebtedness or
amendments of debt instruments, pay distributions, create liens on assets, enter
into  sale  and  leaseback  transactions,  investments,  loans or  advances  and
acquisitions.  Such restrictions could limit the Company's ability to respond to
market conditions,  to provide for unanticipated  capital investments or to take
advantage of business or acquisition opportunities.

         On  March  6,  2000  the  Company  and   Celestial   Seasonings,   Inc.
("Celestial")  jointly announced that they had executed an agreement pursuant to
which the Company  would  acquire the stock of publicly  traded  Celestial  (the
"Merger").

                                                        17






         Under the terms of the agreement,  1.265 shares of the Company's common
stock will be exchanged for each  outstanding  share of Celestial  common stock.
The Merger is  intended  to qualify as a  tax-free  reorganization  for  federal
income tax purposes and as a "pooling of  interests"  for  accounting  purposes.
Consummation of the acquisition is subject to certain conditions,  including the
approval of the  stockholders  of both the Company and Celestial.  The Merger is
expected to close on May 30, 2000, the date of the stockholder's meeting.

Year 2000

         The "Year  2000"  issue is the  result of  computer  systems  that were
programmed  in  prior  years  using a two  digit  representation  for the  year.
Consequently,  in the year 2000, date sensitive  computer programs may interpret
the date "00" as 1900 rather than 2000.  The Company  completed an assessment of
both its information and non-information systems affected by the Year 2000 issue
and found only minor issues that required attention.  Since January 1, 2000, the
Company  has  not  experienced  any  material  adverse  effects  on  either  its
information or  non-information  systems,  nor any material adverse effects with
its suppliers, customers or other third parties.

Seasonality

         Sales of food products  consumed in the home generally  decline to some
degree  during the Summer  vacation  months (the first  quarter of the Company's
fiscal year).  However, the Company believes that such seasonality has a limited
effect on operations.

Inflation

         The Company does not believe that inflation had a significant impact on
the Company's results of operations for the periods presented.

Note Regarding Forward Looking Information

         Certain  statements  contained  in  this  Quarterly  Report  constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and  Sections  21E of the  Exchange  Act.  Such  forward-looking  statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual  results,  levels of activity,  performance  or  achievements  of the
Company,  or  industry  results,  to be  materially  different  from any  future
results, levels of activity, performance or achievements expressed or implied by
such  forward-looking  statements.  Such  factors  include,  among  others,  the
following:  general economic and business conditions, the ability of the Company
to implement its business and acquisition  strategy;  the ability to effectively
integrate its  acquisitions;  the ability of the Company to obtain financing for
general  corporate  purposes;  competition;  availability of key personnel,  and
changes in, or the failure to comply with governments  regulations.  As a result
of the foregoing and other  factors,  no assurance can be given as to the future
results,  levels of activity  and  achievements  and neither the Company nor any
person  assumes  responsibility  for the  accuracy  and  completeness  of  these
statements.

                                                        18






Part II - OTHER INFORMATION

Item 2. - Changes in Securities and Use of Proceeds

On September 27, 1999,  the Company  announced that it had entered into a global
strategic  alliance with Heinz related to the  production  and  distribution  of
natural  products  domestically  and  internationally.  In  connection  with the
alliance,  the Company issued  2,837,343  shares of its common stock,  par value
$.01 per share to Earth's Best, Inc. ("Earth's Best"), a wholly owned subsidiary
of Heinz,  for an aggregate  purchase  price of  $82,383,843  under a Securities
Purchase  Agreement  dated  September  24, 1999  between the Company and Earth's
Best. In addition,  as part of the consideration  paid by the Company to Earth's
Best  in  connection  with  the  Company's   acquisition  of  the  Earth's  Best
trademarks,  the Company  issued  670,234  shares of its common stock to Earth's
Best.

The issuance of the above securities were deemed to be exempt from  registration
under the  Securities  Act in reliance  on Section  4(2) of  Securities  Act for
transactions by an issuer not involving any public offering.

Item 6. - Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Financial Data Schedule (Exhibit 27)

         (b)      Reports on Form 8-K

                  On March  13,  2000,  the  Company  filed a report on Form 8-K
                  whereby it jointly announced with Celestial  Seasonings,  Inc.
                  ("Celestial")  that they had executed a  definitive  agreement
                  dated  March 5,  2000  pursuant  to which  the  Company  would
                  acquire the stock of publicly traded  Celestial.  No financial
                  information was required to be filed at this time.

                  The Company did not file any other  reports on Form 8-K during
                  the three months ended March 31, 2000.

                                                        19






                                                    SIGNATURES

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

                                                  THE HAIN FOOD GROUP, INC.


Date:     May 12, 2000                             /s/ Irwin D. Simon
                                                   ------------------
                                                   Irwin D. Simon,
                                                   President and Chief
                                                   Executive Officer



Date:     May 12, 2000                             /s/ Gary M. Jacobs
                                                   ------------------
                                                   Gary M. Jacobs,
                                                   Senior Vice President-Finance
                                                   and Chief Financial Officer




                                                        20