AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1997.

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AS AMENDED
------------------------

ORGANIC FOOD PRODUCTS, INC.

(Exact Name of Small Business Issuer As Specified In Its Charter)

CALIFORNIA 2033 94-3076294
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of Classification Code No.) I.D. Number)
incorporation or organization)

550 MONTEREY ROAD
MORGAN HILL, CA 95037
(408) 782-1133

(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

FLOYD R. HILL, CHIEF EXECUTIVE OFFICER
ORGANIC FOOD PRODUCTS, INC.
550 MONTEREY ROAD
MORGAN HILL, CA 95037
(408) 782-1133
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------

COPIES OF ALL COMMUNICATIONS TO:

Gary A. Agron, Esq. Dennis J. Doucette, Esq.
5445 DTC Parkway, Suite 520 Luce, Forward, Hamilton & Scripps LLP
Englewood, CO 80111 600 West Broadway, Suite 2600
(303) 770-7254 San Diego, CA 92101
(303) 770-7257 (Fax) (619) 236-1414
(619) 232-8311 (Fax)

APPROXIMATE DATE OF COMMENCEMENT OF THE OFFERING: AS SOON AS PRACTICABLE
AFTER THE DATE OF THE OFFERING.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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 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: / /

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

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS AMOUNT TO PROPOSED AMOUNT OF
OF SECURITIES BE MAXIMUM PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SECURITY PRICE FEE

Common Stock, no par value(1)............... 1,380,000 Shares $5.00 $6,900,000 $2,091
Representatives' Warrants(2)................ 120,000 Warrants $.0008 $100 $-0-
Common Stock, no par value, underlying
Representatives' Warrants(2).............. 120,000 Shares $6.00 $720,000 $218
Totals...................................... $7,620,100 $2,309

(1) Includes the overallotment option granted to the Representatives of 180,000
shares.

(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
of shares issuable upon exercise of the Representatives' Warrants is subject
to adjustment in accordance with anti-dilution provisions of such Warrants.
------------------------------

THE REGISTRANT HEREBY AMENDS THE 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, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

(EXHIBIT INDEX LOCATED ON PAGE OF THIS FILING)

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ORGANIC FOOD PRODUCTS, INC.

CROSS REFERENCE SHEET

ITEM CAPTION LOCATION OR CAPTION IN PROSPECTUS
- --------- ----------------------------------------------------- -----------------------------------------------------

1. Forepart of Registration Statement and Outside Front
Cover Page of Prospectus............................. Outside Front Cover Page

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

3. Summary Information and Risk Factors................. Prospectus Summary; Risk Factors

4. Use of Proceeds...................................... Use of Proceeds

5. Determination of Offering Price...................... Cover Page; Risk Factors; Underwriting

6. Dilution............................................. Dilution

7. Selling Security Holders............................. Not Applicable

8. Plan of Distribution................................. Underwriting

9. Legal Proceedings.................................... Not Applicable

10. Directors, Executive Officers, Promoters and Control
Persons.............................................. Management; Principal Shareholders

11. Security Ownership of Certain Beneficial Owners and
Management........................................... Principal Shareholders

12. Description of Securities............................ Description of Securities

13. Interest of Named Experts and Counsel................ Not Applicable

14. Disclosure of Commission Position on Indemnification
for Securities....................................... Item 24; Item 28

15. Organization Within Last Five Years.................. Prospectus Summary; Certain Transactions

16. Description of Business.............................. Risk Factors; Business

17. Management's Discussion and Analysis or Plan of
Operations........................................... Management's Discussion and Analysis of Financial
Condition and Results of Operations

18. Description of Property.............................. Business--Properties

19. Certain Relationships and Related
Transactions......................................... Certain Transactions

20. Market for Common Equity and Related Shareholder
Matters.............................................. Description of Securities

21. Executive Compensation............................... Management--Executive Compensation

22. Financial Statements................................. Financial Statements

23. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.................. Not Applicable

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MARCH 7, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

1,200,000 SHARES OF COMMON STOCK

ORGANIC FOOD PRODUCTS, INC.

[LOGO]

Organic Food Products, Inc. (the "Company") is offering 1,200,000 shares of
its no par value Common Stock (the "Common Stock") at $5.00 per share (the
"Offering") through Sentra Securities Corporation and Spelman & Co., Inc. as the
representatives (the "Representatives") of the underwriters named herein (the
"Underwriters"). The initial offering price of the Common Stock was determined
by negotiations between the Company and the Representatives and such price is
not necessarily related to the Company's financial condition, net worth or other
established criteria of value. See "Underwriting."

There is no current trading market for the Company's Common Stock and no
assurance that a trading market will develop upon completion of the Offering.
The Company has applied to have the Common Stock listed on the NASDAQ SmallCap
Market (the "SmallCap Market").

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND SUBSTANTIAL
DILUTION AND SHOULD BE CONSIDERED ONLY BY PERSONS ABLE TO SUSTAIN A TOTAL LOSS
OF THEIR INVESTMENT. SEE "RISK FACTORS."

UNDERWRITING DISCOUNTS PROCEEDS TO
PRICE TO PUBLIC AND COMMISSIONS(1) COMPANY(2)

Per Share................................ $5.00 $.50 $4.50
Total(3)................................. $6,000,000 $600,000 $5,400,000

(1) Excludes a nonaccountable expense allowance payable to the Representatives
of $180,000 ($207,000 if the Overallotment Option is exercised) and the
issuance of warrants to the Representatives (the "Representatives'
Warrants") to purchase up to 120,000 shares of Common Stock at a price of
$6.00 per share. The Company has granted certain registration rights with
respect to the Common Stock underlying the Representatives' Warrants and has
agreed to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933 (the "1933 Act"). See
"Underwriting."

(2) Before deducting costs of the Offering estimated to be $480,000, including
the Representatives' nonaccountable expense allowance. See "Underwriting."

(3) Assumes no exercise of the Representatives' option (the "Overallotment
Option"), exercisable within 30 days from the date of this Prospectus, to
purchase from the Company up to 180,000 additional shares of Common Stock on
the same terms as the Common Stock offered hereby solely to cover
overallotments, if any. If the Overallotment Option is exercised in full,
the total Price to Public, Underwriting Discounts and Proceeds to Company
will be $6,900,000, $690,000 and $6,210,000, respectively. See
"Underwriting."
--------------------------

The shares of Common Stock are offered by the several Underwriters named
herein, subject to prior sale, when, as and if delivered to and accepted by the
Underwriters and subject to certain conditions, including the right of the
Underwriters to reject orders in whole or in part. It is expected that delivery
of the certificates representing the Common Stock will be made against payment
therefor in San Diego, California, on or about three business days from the date
of this Prospectus.

SENTRA
SECURITIES CORPORATION SPELMAN & CO., INC.

The date of this Prospectus is , 1997.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING TRANSACTIONS MAY BE EFFECTED IN THE NASDAQ SMALLCAP MARKET AND, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

PROSPECTUS SUMMARY

THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED IN THIS
PROSPECTUS AND IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED INFORMATION AND
FINANCIAL STATEMENTS THAT APPEAR ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE
INDICATED, ALL INFORMATION IN THIS PROSPECTUS ASSUMES THAT THE OVERALLOTMENT
OPTION AND THE REPRESENTATIVES' WARRANTS HAVE NOT BEEN EXERCISED.

EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS SET
FORTH IN THIS PROSPECTUS INCLUDE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING
OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES
THAT MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY. THESE RISKS AND
UNCERTAINTIES ARE DETAILED THROUGHOUT THE PROSPECTUS AND WILL BE FURTHER
DISCUSSED FROM TIME TO TIME IN THE COMPANY'S PERIODIC REPORTS FILED WITH THE
COMMISSION. THE FORWARD-LOOKING STATEMENTS INCLUDED IN THE PROSPECTUS SPEAK ONLY
AS OF THE DATE HEREOF.

THE COMPANY

Since 1987, the Company has manufactured and marketed pesticide free
("organic") and preservative free ("all natural") pasta sauces, salsas and
condiments under the brand names "Garden Valley Naturals" and "Parrot." The
Company began marketing its Parrot line of salsas in 1987, its Garden Valley
Naturals line of condiments in 1991 and its Garden Valley Naturals line of
pastas and salsas in 1994. In June 1996, the Company merged with Organic Food
Products, Inc. ("OFP") which also marketed a line of organic food products
(including pasta sauces and salsas, together with dry cut pastas and organic
children's meals) under the "Millina's Finest" brand name. See "Certain
Transactions."

In June 1996, the Company restructured its Garden Valley Naturals, Parrot
and Millina's Finest product lines by (i) eliminating all nonorganic products,
(ii) eliminating salsas and ketchups sold under the Millina's Finest brand name,
and (iii) adding organic fruit juices and organic frozen entrees to its product
offerings. In addition to its current products, the Company is developing a line
of organic grill sauces and organic salad dressings which it expects to
introduce in 1997. See "Business--Products."

All of the Company's products (with the exception of its organic mustards)
are manufactured at the Company's 24,000 square foot processing and warehouse
facility in Morgan Hill, California. See "Business--Manufacturing Facilities."

The Company's business strategy is to (i) increase revenues by offering
additional organic food products through the Company's existing distribution
network, (ii) reduce costs and improve operating efficiencies by using the
Company's excess manufacturing capabilities to increase the volume of products
it manufactures for itself as well as for others, (iii) expand the Company's
current geographic and retail store distribution by offering the Company's
products in new markets and increasing distribution in existing markets, and
(iv) specialize exclusively in the marketing of organic food products. Proceeds
of the Offering will be used for these and other purposes. See
"Business--Strategy" and "Use of Proceeds."

The Company was incorporated in California in July 1987 as S&D Foods, Inc.
In November 1995, it changed its name to Garden Valley Naturals, Inc. and
following its June 1996 merger with OFP, changed its name to Organic Food
Products, Inc. The term "Company" used throughout this Prospectus refers to the
merged operations of Garden Valley Naturals, Inc. and OFP. The Company's
executive offices are located at 550 Monterey Road, Morgan Hill, CA 95037,
telephone (408) 782-1133.

THE OFFERING

Offering Price.................... $5.00 per share of Common Stock

Common Stock Outstanding(1)....... 5,296,000 shares

Common Stock Offered.............. 1,200,000 shares

Common Stock Outstanding After the
Offering(1)..................... 6,496,000 shares

Use of Proceeds................... The net proceeds of the Offering will be primarily used
to purchase raw materials and equipment, for repayment
of debt and for working capital. See "Use of Proceeds."

NASDAQ SmallCap Symbol............ OFPI

Transfer and Warrant Agent........ Corporate Stock Transfer, Inc.

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(1) Excludes exercise of: (i) the Overallotment Option; (ii) the
Representatives' Warrants; (iii) outstanding stock options to purchase up to
538,000 shares of Common Stock issued under the Company's 1995 Stock Option
Plan; and (iv) common stock purchase warrants to purchase up to 400,000
shares of Common Stock. See "Dilution," "Capitalization," "Description of
Securities" and "Underwriting."

SUMMARY FINANCIAL INFORMATION

SIX MONTHS ENDED DECEMBER
YEAR ENDED JUNE 30, 31,
--------------------------- --------------------------
1996 1995 1996 1995
------------- ------------ ------------ ------------

INCOME STATEMENT DATA:
Net sales............................................... $ 13,435,634 $ 8,133,505 $ 6,477,627 $ 6,667,397
Gross profit............................................ 2,914,718 2,106,720 1,995,310 1,530,009
Operating income (loss)................................. (1,482,410) 606,746 586,945 21,566
Interest expense........................................ 403,566 124,786 91,286 83,166
Net income (loss)....................................... $ (1,704,307) $ 292,483 $ 381,521 $ (50,928)
------------- ------------ ------------ ------------
------------- ------------ ------------ ------------
Weighted average shares outstanding..................... 6,249,127 6,936,250 5,805,000 5,056,758
Net income (loss) per share............................. $ (.27) $ .04 $ .07 $ (.01)
------------- ------------ ------------ ------------
------------- ------------ ------------ ------------

AT DECEMBER 31, AS
1996 ADJUSTED(1)
--------------- ------------

BALANCE SHEET DATA:
Working capital (deficit).......................................................... $ (262,749) $ 4,692,453
Total assets....................................................................... 4,418,310 7,778,310
Long-term debt..................................................................... 58,491 58,491
Total liabilities.................................................................. 3,861,811 2,301,811
Shareholders' equity............................................................... $ 556,499 $ 5,476,499

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

(1) As adjusted to give effect to the receipt and application of the estimated
net proceeds of the Offering without giving effect to exercise of the
Overallotment Option, the Representatives' Warrants or other outstanding
stock options or common stock purchase warrants. See "Use of Proceeds" and
"Description of Securities."

RISK FACTORS

Prospective purchasers of the Common Stock should carefully consider the
following risk factors and the other information contained in this Prospectus
before making an investment in the Common Stock. Information contained in this
Prospectus includes "forward-looking statements" which can be identified by the
use of forward-looking terminology such as "believes," "expects," "may,"
"should" or "anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy. See, e.g., "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business--Strategy." No assurance can be given that the future results
addressed by the forward-looking statements will be achieved. The following
matters constitute cautionary statements identifying important factors with
respect to such forward-looking statements, including certain risks and
uncertainties, that could cause actual results to vary materially from the
future results addressed in such forward-looking statements. Other factors could
also cause actual results to vary materially from the future results addressed
in such forward-looking statements.

ABSENCE OF SUBSTANTIAL PROFITABILITY; FUTURE OPERATING RESULTS. Although
the Company achieved increasing levels of revenues for the years ended June 30,
1995 and 1996 and the six months ended December 31, 1996, the Company reported a
loss for the year ended June 30, 1996 and limited profitability for the other
two periods. Future events, including unanticipated expenses, increased price
competition, unfavorable general economic conditions or decreased consumer
demand for organic food products, could have a material adverse effect on the
Company's future operating results. There can be no assurance that the Company's
revenue growth will continue in the future or that its operations will be
profitable. See "Financial Statements."

GEOGRAPHIC CONCENTRATION. The Company distributes its products in a limited
number of markets which exposes it to fluctuations caused by such factors as
adverse economic conditions and changing consumer preferences in these markets.
See "Business--Distribution and Marketing."

COST OF RAW MATERIALS, RISK OF MARKET PRICE FLUCTUATIONS; DEPENDENCE UPON
SUPPLIER. The Company's operating results and financial condition may be
adversely affected by market fluctuations in the cost of its raw materials,
particularly whole and processed organic tomatoes. Raw materials costs are
determined by a constantly changing market upon which the Company has no
control. The Company often enters into fixed price contracts to purchase a
portion of its organic tomatoes. Nevertheless, cost fluctuations in the open
market could increase the Company's product costs (for products not covered by
fixed price contracts) and adversely affect its operations. Moreover, market
price declines for raw materials which are covered by fixed price contracts
would increase the Company's product costs relative to its competitors and
reduce its gross profits on finished goods. While many raw materials are
available from a number of sources, the Company currently purchases its organic
tomatoes and tomato products from a limited number of suppliers. Any
interruption in raw materials supply (caused by factors such as drought, insect
infestation or the like) would interrupt the Company's production and adversely
affect its operations. Overcontracting for organic tomatoes or other raw
materials in order to fix prices could cause cash flow difficulties until the
excess raw materials are processed and sold. For instance, a portion of the
proceeds of the Offering has been allocated to pay for tomato paste contracted
in prior years. See "Use of Proceeds" and "Business-- Manufacturing and
Processing."

COMPETITION. The organic food and health food industries in general and the
pasta sauce and pasta, salsa, condiment and fruit juice businesses in particular
are highly competitive and there are numerous multinational, national, regional
and local firms that currently compete, or are capable of competing, with the
Company. Multinational nonorganic (i) pasta sauce competitors include Prego,
Ragu, Classico and Newman's Own, (ii) salsa competitors include Pace, El Paso
and La Victoria, (iii) condiment competitors include Heinz, French's and
Guilden's, and (iv) fruit juice competitors include Minute Maid and Del Monte.
The Company also competes with national cut pasta manufacturers such as RF,
Ronzoni and DeBoles, smaller organic or natural pasta sauce and organic salsa
competitors such as Simply Natural, Muir Glen and Enrico and smaller fruit juice
competitors such as Odwalla and Knudsen. Most of the

Company's competitors are larger than the Company and have more financial,
marketing and management resources, and brand name recognition, than the
Company. See "Business--Competition."

DEPENDENCE ON MAJOR CUSTOMERS. One customer accounted for approximately 23%
of the Company's revenues for the year ended June 30, 1996 and two customers
each accounted for more than 10% of the Company's revenues for the six months
ended December 31, 1996. A loss of any of these customers would have a material
adverse effect on the Company's operations. See "Business--Distribution and
Marketing."

LIMITED EXPERIENCE WITH CLUB STORES AND CHAIN GROCERY STORES. Although the
Company has sold its products to health food stores since 1987, sales to club
stores and chain grocery stores commenced in December 1994 and August 1995,
respectively. There can be no assurance that (i) the Company will be able to
maintain or expand its sales to club stores and chain grocery stores or (ii)
sales will be sufficient to offset slotting fees or in-store demonstration fees
incurred to obtain shelf space in club stores and chain grocery stores. See
"Business--Marketing and Distribution."

PRODUCT LIABILITY. Food processors are subject to significant liability
should the consumption of their products cause injury, illness or death.
Although the Company carries product liability insurance, with limits per
occurrence of up to $2,000,000, there can be no assurance that this insurance
will be adequate to protect against product liability claims or that insurance
coverage will continue to be available at reasonable prices.

POSSIBLE FLUCTUATIONS IN OPERATING RESULTS. The Company's operating results
could vary from period to period as a result of a number of factors, including
the purchasing patterns of significant customers, the timing of new product
introductions by the Company and its competitors, the amount of slotting fees
and new product advertising expenses incurred by the Company, variations in
sales by distribution channel, fluctuations in market prices of raw materials
and competitive pricing policies. These factor could cause the Company's
performance to differ from investor expectations, resulting in volatility in the
price of the Common Stock.

GOVERNMENT REGULATION. The Company is subject to various federal, state and
local laws affecting its business. The Company's food processing facility is
subject to regulation by various governmental agencies, including state and
local licensing, zoning, land use, construction and environmental regulations
and various federal, state, and local health, sanitation, immigration, safety
and fire codes and standards. In order to offer organic food products, the
Company is also subject to inspection and regulation by the United States
Department of Agriculture ("USDA"). Suspension of any licenses or approvals, due
to failure to comply with applicable regulations, could interrupt the Company's
operations, cause a loss of its organic food designation, limit the number of
employees working within its facilities or otherwise materially and adversely
affect its business. The Company is also subject to federal and state laws
establishing minimum wages and regulating overtime and working conditions. Since
some of the Company's personnel are paid at rates not far above the federal or
California state minimum wage, increases in the federal or California minimum
wage will result in increases in the Company's labor costs. See
"Business--Government Regulation."

DEPENDENCE UPON EXECUTIVE OFFICERS. The Company's operations depend upon
its ability to hire and retain qualified personnel. There is competition for
such personnel, and there can be no assurance that the Company will be
successful in this regard. The Company's operations are also dependent upon the
continued services of its executive officers. The loss of the services of any of
these executive officers, whether as a result of death, disability or otherwise,
would have a material adverse effect upon the business of the Company. The
Company has employment agreements with its Chief Executive Officer and its
President, and has agreed to purchase key person life insurance on the life of
its Chief Executive Officer in the face amount of $1,000,000. The Company does
not carry key person insurance on the lives of any other executive officers. See
"Management--Directors and Executive Officers."

LACK OF PUBLIC MARKET; DETERMINATION OF OFFERING PRICE. Prior to the
Offering, there has been no public trading market for the Company's Common
Stock. The initial public offering price of the Common Stock has been determined
by negotiations between the Company and the Representatives and does not
necessarily bear any relationship to recognized criteria for the valuation of
such securities. There can be no assurance that a regular trading market for the
Company's Common Stock will develop or continue after the Offering or, if such a
market develops, that the market price of the Common Stock will exceed the
Offering price. See "Underwriting."

IMMEDIATE SUBSTANTIAL DILUTION. The Offering involves an immediate and
substantial dilution of $4.16 per share of Common Stock, an 83% difference
between the public offering price of $5.00 per share of Common Stock and the net
tangible book value of $.84 per share of Common Stock upon completion of the
Offering, assuming no exercise of the Overallotment Option, the Representatives'
Warrants or other outstanding stock options or common stock purchase warrants of
the Company. See "Dilution."

NO DIVIDENDS. The Company has not paid any dividends on its Common Stock
and does not intend to pay dividends in the foreseeable future. See "Description
of Securities--Dividends."

POSSIBLE VOLATILITY OF SECURITIES PRICES. The market price of the Company's
Common Stock following the Offering may be highly volatile, as has been the case
with the securities of other companies completing initial public offerings.
Factors such as the Company's operating results or announcements by the Company
or its competitors may have a significant effect on the market price of the
Company's securities. In addition, market prices for securities of many emerging
and small capitalization companies have experienced wide fluctuations in
response to variations in quarterly operating results and general economic
indicators and conditions, as well as other factors beyond the control of the
Company.

SHARES ELIGIBLE FOR FUTURE SALE. Sales of substantial amounts of Common
Stock in the open market or the availability of such shares for sale following
the Offering could adversely affect the market price for the Common Stock.
Following the Offering, the 1,200,000 shares of Common Stock offered by the
Company may be sold in the open market. An additional 4,472,500 shares of the
Company's Common Stock are currently eligible for sale under Rule 144 ("Rule
144") promulgated under the 1933 Act and the remaining 823,500 shares will be
eligible for sale under Rule 144 commencing in July 1997. Notwithstanding the
above, all of the Company's shareholders have agreed with the Representatives
not to sell or otherwise dispose of their shares of Common Stock without the
prior written consent of the Representatives for a period of 12 months from the
date of this Prospectus. See "Description of Securities--Common Stock Eligible
for Future Sale" and "Underwriting."

UNDERWRITERS' INFLUENCE ON THE MARKET. A significant amount of the Common
Stock offered hereby may be sold to customers of the Representatives and the
Underwriters. Such customers subsequently may engage in transactions for the
sale or purchase of Common Stock through or with the Underwriters. Although they
have no obligation to do so, the Representatives intend to make a market in the
Company's Common Stock and may otherwise effect transactions in the Common
Stock. This market-making activity may terminate at any time. If they
participate in the market, the Representatives may exert a dominating influence
on the market, if one develops, for the Common Stock. The price and liquidity of
the Common Stock may be significantly affected by the degree, if any, of the
Underwriters' participation in such market.

CONTROL BY MANAGEMENT; AUTHORIZATION AND ISSUANCE OF PREFERRED STOCK;
PREVENTION OF CHANGES IN CONTROL. Upon completion of the Offering, the
Company's officer and directors will own approximately 41.2% of the then issued
and outstanding shares of Common Stock (assuming no exercise of the
Overallotment Option, the Representatives' Warrant or other outstanding stock
options or common stock purchase warrants not exercisable within 60 days from
the date hereof) and will continue to elect all of the Company's directors and
control the affairs of the Company. The Company's Articles of Incorporation
authorize the issuance of up to 5,000,000 shares of Preferred Stock with such
rights and preferences as may be determined from time to time by the Board of
Directors. Accordingly, under the Articles of Incorporation, the Board of
Directors may, without shareholder approval, issue Preferred Stock with
dividend,

liquidation, conversion, voting, redemption or other rights which could
adversely affect the voting power or other rights of the holders of the Common
Stock. The issuance of any shares of Preferred Stock having rights superior to
those of the Common Stock may result in a decrease of the value or market price
of the Common Stock and could further be used by the Board of Directors as a
device to prevent a change in control of the Company. The Company has no other
anti-takeover provisions in its Articles of Incorporation or Bylaws. Holders of
Preferred Stock may also be granted the right to receive dividends, certain
preferences in liquidation, and conversion rights. See "Description of
Securities."

LIMITATIONS ON LIABILITY OF DIRECTORS. The Company's Articles of
Incorporation substantially limit the liability of the Company's directors to
the Company and its shareholders for breach of fiduciary or other duties to the
Company. See "Description of Securities--Limitation on Liabilities."

DILUTION

At December 31, 1996, the net tangible book value of the Company was
$509,297 (unaudited), or $.10 per share of Common Stock. "Net tangible book
value" per share represents the total amount of tangible assets of the Company,
less the total amount of liabilities of the Company, divided by the number of
shares of Common Stock outstanding. Without taking into account any changes in
net tangible book value after December 31, 1996, other than to give effect to
the sale by the Company of the 1,200,000 shares of Common Stock offered hereby,
less underwriting discounts and commissions and estimated costs of the Offering
not recorded as deferred costs as of December 31, 1996, the net tangible book
value of the Company at December 31, 1996 would have been $5,464,499, or
approximately $.84 per share. This represents an immediate increase in net
tangible book value of $.74 per share of Common Stock to existing shareholders
and an immediate dilution of $4.16 per share to new shareholders. "Dilution" per
share represents the difference between the price to be paid by the new
shareholders and the net tangible book value per share of Common Stock
immediately after this Offering.

The foregoing is illustrated in the following table:

Public offering price per share................................ $ 5.00
Net tangible book value per share before Offering.............. $ .10
Increase in net tangible book value per share attributable to
new investors purchasing in the Offering..................... $ .74
Net tangible book value per share after the Offering........... $ .84
---------
Dilution of net tangible book value per share to new
investors.................................................... $ 4.16
---------
Percent reduction of net tangible book value to new
investors.................................................... 83%

The following table sets forth the number of shares of Common Stock
purchased, the total consideration paid and the average price per share paid by
existing shareholders as of December 31, 1996 and new investors purchasing
Common Stock in the Offering:

SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------------- ---------------------------- PRICE PER
NUMBER PERCENTAGE AMOUNT PERCENTAGE SHARE
---------- ------------- ------------- ------------- -----------

New investors................. 1,200,000 18.5% $ 6,000,000 55.7% $ 5.00
Existing shareholders......... 5,296,000 81.5% $ 4,763,650 44.3% $ .90
---------- ----- ------------- -----
Totals........................ 6,496,000 100.0% $ 10,763,650 100.0%
---------- ----- ------------- -----
---------- ----- ------------- -----

The preceding discussion and the accompanying tables assume no exercise of
(i) the Overallotment Option; (ii) the Representatives' Warrants; (iii)
outstanding stock options to purchase up to 538,000 shares of Common Stock
issued under the Company's 1995 Stock Option Plan, or (iv) common stock purchase
warrants to purchase up to 400,000 shares of Common Stock. See "Capitalization,"
"Description of Securities" and "Underwriting."

CAPITALIZATION

The following table sets forth the capitalization of the Company at December
31, 1996 and as adjusted to give effect to the sale by the Company of 1,200,000
shares of Common Stock offered hereby, without giving effect to the exercise of
the Overallotment Option, the Representatives' Warrants or other outstanding
stock options or common stock purchase warrants.

ACTUAL AS ADJUSTED(1)
------------- --------------

(UNAUDITED) (UNAUDITED)
Current Liabilities................................................................ $ 2,576,137 $ 1,016,137
------------- --------------
Long-term liabilities.............................................................. 58,491 58,491
------------- --------------
Shareholders' equity
Preferred Stock, 5,000,000 no par value shares authorized, none issued........... -0- -0-
Common Stock, 20,000,000 no par value shares authorized, 5,296,000 shares
outstanding, and 6,496,000 shares outstanding, as adjusted..................... 2,535,378 7,455,378
Accumulated deficit.............................................................. (1,978,879) (1,978,879)
------------- --------------
Total shareholders' equity..................................................... 556,499 5,476,499
------------- --------------
Total capitalization......................................................... $ 3,191,127 $ 6,551,127
------------- --------------
------------- --------------

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

(1) As adjusted to give effect to the receipt and application of the estimated
net proceeds of the Offering. See "Use of Proceeds."

USE OF PROCEEDS

The net proceeds to be received by the Company from the Offering are
estimated to be $4,920,000 ($5,703,000 if the Overallotment Option is
exercised). The Company intends to use the net proceeds of the Offering as set
forth in the table below:

PERCENT OF NET
PURPOSE AMOUNT PROCEEDS
- ------------------------------------------------------------------ ------------ --------------

Purchase of raw materials(1)...................................... $ 2,200,000 44.7
Purchase of equipment............................................. 400,000 8.1
Repayment of debt(2).............................................. 1,560,000 31.7
Working capital................................................... 760,000 15.5
------------ -----
Total......................................................... $ 4,920,000 100.0%

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

(1) Consists of approximately (i) $1,000,000 to purchase previously contracted
organic tomato paste and (ii) $1,200,000 to purchase organic tomatoes and
other organic vegetables in order to support the Company's plan to expand
product offerings and increase manufacturing volumes. See "Business--
Strategy."

(2) Represents the balance due to two former officers and directors in
connection with the Company's October 1995 purchase of 1,100,000 shares of
the Company's Common Stock from these two individuals at $2.00 per share.
See "Certain Transactions."

The Company estimates, but cannot assure, that the net proceeds of the
Offering, together with anticipated operating revenues, will be sufficient to
fund the Company's estimated cash requirements for at least 12 months following
this Offering.

While the above use of proceeds indicates the Company's current plans, there
may be changes due to the availability of other business opportunities and/or
changes in the Company's plan of operation. Management is not currently aware of
any such business opportunities or planned changes in operations. Pending
application, the net proceeds may be invested in short-term interest bearing
obligations.

Any funds received by the Company from exercise of the Overallotment Option
or the Representatives' Warrants will be added to working capital.

SELECTED FINANCIAL DATA

The financial information of the Company set forth below for the two years
ended June 30, 1995 and 1996 has been derived from the Company's audited
financial statements included herein. Interim information for the six months
ended December 31, 1995 and 1996 has been derived from unaudited financial
statements which are also included herein. The results of operations for the six
months ended December 31, 1996 are not necessarily indicative of the results to
be expected for the year ending June 30, 1997. The financial information should
be read in conjunction with the financial statements, related notes and other
financial information included elsewhere in this Prospectus. In the opinion of
management of the Company, the unaudited financial statements have been prepared
on the same basis as the audited financial statements and include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the financial position and the results of operations for
these periods. This data should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and related notes thereto included elsewhere in this
Prospectus.

SIX MONTHS ENDED
YEAR ENDED JUNE 30, DECEMBER 31,
--------------------------- --------------------------
1996 1995 1996 1995
------------- ------------ ------------ ------------

AT DECEMBER 31, AS
1996 ADJUSTED(1)
--------------- ------------

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

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

BUSINESS AND ORGANIZATION

Since 1987, the Company has manufactured and marketed pesticide free
("organic") and preservative free ("all natural") pasta sauces, salsas and
condiments under the brand names "Garden Valley Naturals" and "Parrot." The
Company began marketing its Parrot line of salsas in 1987, its Garden Valley
Naturals line of condiments in 1991 and its Garden Valley Naturals line of
pastas and salsas in 1994. In June 1996, the Company merged with OFP which also
marketed (since 1988) a line of organic food products (including pasta sauces
and salsas, together with dry cut pastas and organic children's meals) under the
"Millina's Finest" brand name.

The Company was incorporated in July 1987 as S&D Foods, Inc. In November
1995, the Company changed its name to Garden Valley Naturals, Inc. ("GVN").
Following its June 1996 merger with OFP, the Company's name was changed to
Organic Food Products, Inc.

The Company's business strategy is to (i) increase revenues by offering
additional organic food products through the Company's existing distribution
network, (ii) reduce costs and improve operating efficiencies by using the
Company' excess manufacturing capabilities to increase the volume of products it
manufactures for itself as well as for others, (iii) expand the Company's
current geographic and retail store distribution by offering the Company's
products in new markets and increasing distribution in existing markets, and
(iv) specialize exclusively in the marketing of organic food products. Proceeds
of the Offering will be used for these and other purposes.

Prospective purchasers of the Common Stock should carefully consider the
following information as well as other information contained in this Prospectus
before making an investment in the Common Stock. Information contained in this
Prospectus contains "forward-looking statements" which can be identified by the
use of forward-looking terminology such as "believes," "expects," "may,"
"should" or "anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy. See, e.g.,
"Business--Strategy." No assurance can be given that the future results covered
by the forward-looking statements will be achieved. The following matters
constitute cautionary statements identifying important factors with respect to
such forward-looking statements, including certain risks and uncertainties, that
could cause actual results to vary materially from the future results covered in
such forward-looking statements. Other factors, such as the information
contained in "Risk Factors," could also cause actual results to vary materially
from the future results covered in such forward-looking statements.

The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the Company's
Financial Statements and Notes thereto included elsewhere in this Prospectus.
Historical results and percentage relationships among accounts are not
necessarily an indication of trends in operating results for any future period.
The financial statements present the accounts of GVN and OFP on a combined basis
for all periods presented, based on the pooling method of accounting. The
following analysis also discusses the separate historical results of operations
of GVN and OFP.

RESULTS OF OPERATIONS--YEAR ENDED JUNE 30, 1996 COMPARED TO YEAR ENDED JUNE 30,
1995

REVENUES

Revenues increased 65.2% from $8,133,000 in 1995 to $13,436,000 in 1996.
GVN's sales increased from $3,106,000 to $5,794,000, an 86.5% increase, while
OFP's sales increased from $5,027,000 to $7,642,000, a 52.0% increase. GVN's
sales increased due to further penetration of its branded products

into club stores and chain grocery stores occasioned by expanded marketing
efforts which were funded by equity financings. GVN also increased its number of
product offerings, which increased its shelf space in retail stores.

OFP's sales increased due to further penetration of its branded products
into health food stores, and the introduction of three new product categories.
The new product categories were a canned tomato line, introduced in September
1995, a dry boxed cut pasta line, introduced in May 1995, and a line of organic
canned meals for children introduced in March 1995. OFP also had an
approximately $1,000,000 increase in industrial sales of organic fruit raw
materials. The Company, in the current fiscal year, has phased out the sale of
organic fruit, and in the future will be offering only raw materials that are
consistent with food ingredients used in its own products.

COST OF GOODS SOLD

Cost of goods sold on a combined basis increased to $10,521,000, or 78.3% of
sales in 1996 from $6,027,000, or 74.1% of sales in 1995. OFP's cost of goods
sold increased to $5,859,000, 76.7% of sales in 1996, from $3,698,000, 73.6% of
sales. This percentage increase was related to sales of a higher proportion of
lower gross profit, bulk products sold in 1996 and, a co-packer relationship
change which resulted in higher co-packer charges. GVN's cost of goods sold
increased to $4,662,000, 80.5% of sales in 1996, from $2,329,000, 75.0% of sales
in 1995. This percentage increase was related to the reformulating of GVN's
pasta sauces to provide a more marketable product, the relocation of GVN's
factory and certain retooling of its manufacturing process.

SALES AND MARKETING EXPENSES

The Company's combined sales and marketing expenses were $2,186,000, or
16.3% of net sales in 1996 versus $718,000, or 8.8% in 1995. The percentage
increase was primarily due to the implementation of a new marketing program by
GVN in 1996 which included the payment of slotting fees (payments to retailers
to obtain store shelf space for products), totaling approximately $473,000,
in-store food demonstration fees of approximately $200,000, and increases of
broker commissions and sales and marketing salaries of approximately $330,000.
OFP's increase in selling and marketing expenses related to an increase in
marketing expenses for new products introduced during the year. These costs
included advertising, product development, samples and sales materials. In
addition, OFP experienced a significant increase in manufacturer's chargebacks,
which were caused by its expansion into new market areas within the health food
industry.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses on a combined basis increased to
$1,760,000, or 13.1% of sales in 1996 from $782,000, or 9.6% of sales in 1995.
The increase is primarily attributed to salary increases for existing personnel
and additions of personnel for expansion purposes. OFP also incurred significant
professional fees as a result of due diligence efforts to analyze other merger
and acquisition candidates prior to its June 1996 merger with the Company.

RESTRUCTURING CHARGE

Restructuring charges were $451,000 in 1996 and included costs incurred in
the elimination of duplicate products, personnel, property and equipment
following the June 1996 merger. The principal costs included $183,000 for
elimination of redundant inventory, $190,000 in severance pay benefits, and
$78,000 for disposal of excess equipment and miscellaneous expenses.

INTEREST EXPENSE

Interest expense increased $280,000 to $404,000 in 1996 from $124,000 in
1995. This increase was due to the change in the co-packer relationship by OFP,
wherein the co-packer charged a financing fee for carrying product it
manufactured on behalf of OFP. This financing fee amounted to approximately

$230,000 in 1996. In addition, GVN's interest expense increased by approximately
$50,000, due to debt incurred in the repurchase of 1,100,000 shares of Common
Stock prior to the June 1996 merger with the Company. See "Certain
Transactions."

RESULTS OF OPERATIONS-SIX MONTHS ENDED DECEMBER 31, 1996 COMPARED TO SIX MONTHS
ENDED DECEMBER 31, 1995

REVENUES

Revenues for the six month period ended December 31, 1996 were $6,477,000, a
decrease of $190,000, or 3% from the same period in 1995. The principal reason
for this decline was the decision to phase out OFP's sales of organic raw fruit
after the June 1996 merger. This represented an approximately $650,000 decrease
in OFP sales in 1996 versus 1995. This decrease was offset by an approximately
32% increase in the sales of OFP's Millina's Finest brand products. GVN's sales
decreased approximately 3% in the six month period ended December 31, 1996
versus 1995.

The 32% growth in sales of Millina's Finest and the 3% decline in the GVN
revenues are a result of the Company's decision to place marketing emphasis on
expanding the Millina's Finest brand in health food stores, while reducing
expenditures for slotting fees in GVN's club and grocery store markets.
Management believes this decision reduced redundancies and competitiveness in
each market and promoted customer product recognition. The Company plans to
again implement slotting fees in markets where it believes payment of the fees
will yield increased sales.

In addition, the Company intends to increase marketing activities for bulk
raw materials (other than raw fruit). These efforts will be concentrated on the
Company acting as a marketer of the varieties of organic raw vegetables used in
the Company's own products.

COST OF GOODS SOLD

Cost of goods sold for the six month period ended December 31, 1996 was
$4,482,000 or 69.2% of sales, versus $5,137,000, or 77.1% of sales for the same
period in 1995. This reduction in the percentage of cost of goods sold is due to
increased efficiency at the new manufacturing facility, an elimination of the
use of co-packer relationships, changes in the Company's marketing plan to
emphasize higher gross profit product lines, and the resulting economies of
scale from the combined operations and purchasing power of GVN and OFP.
Incremental costs for including OFP's manufacturing costs in the GVN facility
were substantially lower than the costs associated with either company's
pre-merger costs of production.

SALES AND MARKETING EXPENSE

Sales and marketing expense for the six month period ended December 31, 1996
was $954,000, or 14.7% of sales, versus $713,000, or 10.7% of sales for the same
period in 1995, an increase of $241,000. This increase is attributable to
increased marketing efforts involving expansion into health food stores and
increased demonstration costs in an effort to obtain name recognition.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the six month period ended December
31, 1996 were $455,000, or 7.0% of sales, versus $795,000, or 11.9% of sales for
the same period in 1995. The combined companies reduced general and
administrative overhead through the elimination of redundancies and enhanced
operating efficiency. Redundant staff were eliminated, as well as office space,
utilities, insurance and professional services. Management anticipates that the
Company will incur additional general and administrative expenses in connection
with the Offering and to support the Company's expansion into new markets.

INTEREST EXPENSE

Interest expense for the six month period ended December 31, 1996 was
$91,000 versus $83,000 for the same period in 1995. The interest for the six
month period ended December 31, 1996 includes approximately $40,000 of interest
related to approximately $1,560,000 of notes payable which are scheduled to be
repaid from the proceeds of the Offering. The balance of the interest expense
for 1996 is primarily related to the Company's revolving line of credit. See
"Use of Proceeds."

SEASONALITY

Historically, GVN and OFP have experienced little seasonal fluctuation in
the recognition of revenues. In relation to product purchasing, the Company will
seasonally contract for certain product for the entire year at harvest time or
at planting time to secure raw materials through the year. These purchases take
place annually from early spring to mid summer and are effected to reduce the
risk of price swings due to demand fluctuations. These annual purchases can
create overages or shortages in inventory. The Company's intention to sell
certain bulk raw materials to other manufacturers may assist in reducing any
overages and should allow for more effective purchasing of the required raw
materials.

LIQUIDITY AND CAPITAL RESOURCES

The Company is seeking additional capital from the Offering to purchase raw
materials and equipment, repay existing debt, and for working capital. During
the six month period ended December 31, 1996, the Company financed its
operations and business development activity primarily through the net proceeds
of $1.7 million in additional equity sold. These funds were used to purchase
approximately $160,000 of equipment, repay $330,000 of existing debt, purchase
and retire $78,000 of Common Stock (see "Certain Transactions"), and for working
capital.

During the year ended June 30, 1996, the Company financed its operations and
business development activity through an additional sale of equity in the
approximate amount of $1.7 million, as well as a net increase in debt in the
approximate amount of $826,000. These proceeds were used to purchase
approximately $700,000 of equipment, purchase and retire $640,000 of Common
Stock, and for working capital.

Currently, the Company has entered into fixed price contracts covering
approximately 2,000,000 pounds of organic tomatoes. The tomato contracts require
payments of approximately $900,000. The Company also intends to purchase
additional packaging equipment to convert its production facility from using
boxed cases to using shrinkwrap (or bulk glass) cases, thereby reducing
production costs. See "Use of Proceeds."

The Company also intends to incur additional retooling costs to enable the
facility to pasteurize and produce juice products. This is expected to increase
the capacity of the facility, add to sales volume and reduce the per unit cost
of fixed manufacturing overhead.

Currently, the Company has a working capital line of credit facility in the
amount of $1,700,000, of which $1,008,000 was outstanding at December 31, 1996.

The Company believes that the net proceeds of this Offering, together with
its existing cash resources and available credit facilities, will be sufficient
to meet the Company's anticipated acquisition, expansion, and working capital
needs for the next 12 months. The Company, however, may raise capital through
the issuance of long-term or short-term debt, or the issuance of securities in
private or public transactions to fund future expansion of its business, either
before or after the end of the 12 month period. There can be no assurance that
acceptable financing for future transactions can be obtained.

BUSINESS

INTRODUCTION

STRATEGY

(i) OFFER ADDITIONAL ORGANIC FOOD PRODUCTS. Since its merger with OFP, the
Company has added organic fruit juices and plans to add organic grill sauces and
organic frozen entrees to its product offerings. The Company believes that
offering additional products will increase revenues without proportionately
increasing costs, due to the economies of scale which result from volume product
manufacturing efficiencies as well as the utilization of the Company's existing
distribution channels to offer new product lines.

(ii) INCREASE MANUFACTURING VOLUMES. The Company believes it can reduce
per unit manufacturing costs by using the Company's excess manufacturing
capabilities to increase manufacturing volume. The Company seeks to increase the
volume of products it manufactures by increasing sales of existing products,
increasing its new product offerings and by continuing to manufacture food
products for other food marketers on a contract basis.

(iii) EXPAND GEOGRAPHIC AND RETAIL STORE DISTRIBUTION. Although the
Company has national geographic distribution for its products in health food
stores, distribution of products through club stores and grocery stores is
primarily limited to northern California and the northeast coast of the United
States. The Company intends to retain additional regional distributors and
independent food brokers, offer advertising

concessions and pay retail store slotting fees in order to increase its club
store and grocery store sales throughout the United States.

(iv) SPECIALIZE EXCLUSIVELY IN ORGANIC FOOD PRODUCTS. Following its merger
with OFP, the Company eliminated all nonorganic food lines from its product
offerings. The Company believes it can achieve superior product recognition and
customer loyalty by promoting awareness that the Company is an exclusive organic
food marketer.

PRODUCTS

The Company introduces and discontinues products on a regular basis,
consistent with customary practices of other firms in the processed food
industry. The Company's current product lines (ranked by percentage of total
sales) are as follows:

ORGANIC PASTA SAUCES AND PASTAS

The Company markets a line of 18 organic pasta sauces under the Garden
Valley Naturals and Millina's Finest brand names. The pasta sauces are also all
natural and most are fat free. Varieties include garden vegetable, sun-dried
tomato, roasted garlic tomato, tomato mushroom, sweet pepper and onions, hot and
spicy, smoked garlic and zesty basil. The Company also offers uncooked organic
dry cut pastas including spaghetti, linguini, fettucini, angel hair, rotini,
penne and bow tie.

ORGANIC SALSAS

The Company markets a line of 16 organic and all natural salsas under the
Garden Valley Naturals brand name including five varieties of fat free and
vinegar free organic salsas (sun-dried tomato, roasted garlic tomato, black
bean, black bean and corn and chunky organic tomato) in three levels of heat,
mild, medium and hot. A medium green tomatillo salsa is also available. The
Company also markets a line of 10 organic salsas under the Parrot brand name.
Varieties include chunky, black bean, tomatillo, spicy gourmet and enchilada
sauce.

ORGANIC CONDIMENTS

The Company offers two varieties of organic catsups and three organic
mustards under the Garden Valley Naturals brand name. The tomato catsup and
spicy garlic catsup are sweetened with organic fruit juice. All three mustards
use organic mustard seed for flavoring and are offered in yellow, stoneground
and dijon. All condiments are also fat free and sugar free.

The Company also offers under the Parrot brand name an organic enchilada
sauce which is fat free and low in sodium, and expects to introduce grill sauces
used for barbecuing hamburgers, hot dogs, chicken and fish in 1997.

CHILDREN'S MEALS

The Company offers three canned organic children's meals, composed of pasta
O's in tomato sauce and tomato cheese sauce and beans with veggie franks.

OTHER PRODUCTS

The Company recently introduced a line of four pasteurized organic fruit
juices under the "Cinagro" brand name in apple-carrot, tomato, vegetable and
carrot/lemon-lime flavors, and intends to introduce by June 1997 two low fat
organic frozen entrees, free range chicken ravioli and roasted vegetable
ravioli. The Company is also developing a line of organic salad dressings which
it expects to introduce in 1997.

DISTRIBUTION AND MARKETING

The Company sells its products either directly or through distributors or
independent commissioned food brokers and specialty food brokers to (i) health
food and specialty food stores, (ii) club stores (including Price/Costco and
BJ's) and (iii) retail chain and independent grocery stores (including Safeway,
A&P, Waldbaum's, Trader Joe's, Stop 'N Shop, Edward's and Lucky's). Currently
the Company's products are offered in over 6,000 health food stores, 250 club
stores and 1,200 grocery stores located in all 50 states and in the Far East,
Middle East and Canada. The Company currently uses 12 specialty food brokers and
50 food distributors to sell to health food and other independent retail stores
and eight food brokers to sell to club stores and certain grocery store chains.
The Company also sells directly to other grocery store chains. In order to
increase its distribution and sales, primarily to club stores and grocery store
chains, the Company may pay "slotting fees" which are payments made by food
processors and distributors to retail stores in order to acquire retail shelf
space for their food products.

The Company's product marketing emphasizes the organic, all natural and
generally fat free content of its products as a healthful and tasty alternative
to similar traditional food products. The Company promotes its Millina's Finest
product line for sale to natural food and health food stores and the specialty
or "gourmet" departments of grocery stores. The Garden Valley Naturals and
Parrot brands are targeted primarily for club stores and grocery stores with
Garden Valley Naturals representing the higher priced product line. The Company
also promotes a pricing strategy in which its organic products are offered at
prices only slightly higher than their nonorganic counterparts. One customer
accounted for 23% of the Company's revenues for the year ended June 30, 1996 and
two customers each accounted for more than 10% of the Company's revenues for the
six months ended December 31, 1996. A loss of any of these customers would have
a material adverse effect on the Company's operations.

MANUFACTURING FACILITIES

The Company manufactures its products in a 24,000 square foot food
processing warehouse facility it leases in Morgan Hill, California. Manufacture
involves mixing the product's ingredients in 1,000 gallon kettles and then
bottling, labeling and casing the product for delivery to the customer. Some
products are packaged in shrink-wrapped combination packs consisting of two or
more separate products in one tray. The Company manufactures all of its
products, except its three mustard condiments which are processed and packaged
for the Company by a co-packer. In addition to the Morgan Hill facility, the
Company uses public warehouse facilities on the east coast of the United States
for inventory storage and distribution.

COMPETITION

The natural food and health food industries in general and the pasta sauce,
salsa, condiment and fruit juice businesses in particular are highly competitive
and there are numerous multinational, regional and local firms that currently
compete, or are capable of competing, with the Company. Multinational nonorganic
(i) pasta sauce competitors include Prego, Ragu, Classico and Newman's Own, (ii)
salsa competitors include Pace, El Paso and La Victoria, (iii) condiment
competitors include Heinz, French's and Guilden's, and (iv) fruit juice
competitors include Minute Maid and Del Monte. The Company also competes with
national pasta manufacturers such as RF, Ronzoni and DeBoles, smaller regional
or local organic or natural pasta sauce and salsa competitors such as Simply
Natural, Muir Glen and Enrico and smaller fruit juice competitors such as
Odwalla and Knudsen. Most of the Company's competitors are larger than the
Company and have more financial, marketing and management resources, and brand
name recognition, than the Company.

Competitive factors in the pasta sauce, salsa and related specialty foods
industry include price, quality and flavor. The Company positions its product
lines to be slightly more expensive than their nonorganic food counterparts but
consistent with prices charged by other organic food marketers. The Company
believes its products compete favorably against other organic foods with respect
to quality and flavor.

TRADE NAMES AND TRADEMARKS

The Company has registered its "Millina's Finest" trademark in California
and has applied for federal trademark registration. The Company intends to apply
for federal and California trademark and trade name protection for its "Garden
Valley Naturals" and federal trademark and trade name protection for its
"Parrot" brands. The Company's Parrot trademark was registered in California.
There can be no assurance that any trademark or trade name registrations will be
granted to the Company, or, if granted, that the trademarks or trade names will
not be copied or challenged by others.

GOVERNMENT REGULATION

The Company is subject to various federal, state and local regulations
relating to cleanliness, maintenance of food production equipment, food storage
and food handling, and the Company is subject to unannounced on-site inspections
of its manufacturing facilities. As a manufacturer and distributor of foods, the
Company is subject to regulation by the U.S. Food and Drug Administration
("FDA"), state food and health boards and local health boards in connection with
the manufacturing, handling, storage, transportation, labeling and processing of
food products. In order to offer organic food products, the Company is also
subject to inspection and regulation by the USDA. Regulations in new markets and
future changes in the regulations may adversely impact the Company by raising
the cost to manufacture and deliver the Company's products and/or by affecting
the perceived healthfulness of the Company's products. A failure to comply with
one or more regulatory requirements could interrupt the Company's operations and
result in a variety of sanctions, including fines and the withdrawal of the
Company's products from store shelves.

The Company is also subject to federal and state laws establishing minimum
wages and regulating overtime and working conditions. Since some of the
Company's personnel are paid at rates not far above the federal or California
state minimum wage, recent and future increases in the federal or California
minimum wage have and will result in increases in the Company's labor costs.

EMPLOYEES

The Company employs 44 individuals including its executive officers, food
production, processing and warehousing employees and administrative personnel.
The Company's employees are not covered by a collective bargaining agreement but
the Company considers its employee relations to be satisfactory.

PROPERTIES

The Company leases approximately 24,000 square feet for its corporate
office, manufacturing and warehouse facility in Morgan Hill, California on a
seven-year lease expiring April 30, 2003, at a monthly rental of $6,480. The
Company also leases 800 square feet of temporary office space at the same
location on a monthly basis for $350 per month. The Company is negotiating with
its landlord to lease to the Company an additional 26,000 square feet of space
for additional warehousing facilities, although no such lease has been executed.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The name, age and term of office of each of the executive officers and
directors of the Company are set forth below:

OFFICER
OR
DIRECTOR
NAME POSITION HELD WITH THE COMPANY AGE SINCE
- --------------------------------------------------- ----------------------------------------- --- -----------

Floyd R. Hill(1)................................... Chief Executive Officer and Director 53 1995

John Battendieri(1)................................ President and Director 50 1996

Donald L. Ladwig................................... Vice President--Marketing and Sales 49 1995

Perry T. Valassis.................................. Chief Financial Officer 52 1997

Kenneth A. Steel Jr.(1)(2)......................... Director 39 1996

Charles B. Bonner(2)............................... Director 55 1996

Charles R. Dyer(2)................................. Director 53 1996

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

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

Directors hold office for a period of one year from their election at the
annual meeting of shareholders or until their successors are duly elected and
qualified. Officers of the Company are elected by, and serve at the discretion
of, the Board of Directors.

BACKGROUND

The following is a summary of the business experience of each executive
officer and director of the Company for at least the last five years:

FLOYD R. HILL joined the Company in November 1995 as its Chief Operating
Officer and a director and was appointed Chief Executive Officer in December
1995. In 1989, Mr. Hill co-founded Monterey Pasta, Inc. ("Monterey"), a
publicly-traded manufacturer and marketer of fresh refrigerated pastas and
sauces. Mr. Hill served as Monterey's Chief Executive Officer from 1989 to 1993,
and its senior vice president from 1993 to November 1995. From 1969 to 1989, Mr.
Hill was employed by Eli Lilly & Co. in various marketing and product
development positions.

JOHN BATTENDIERI, age 49, founded OFP in 1988 and was its President until it
merged with the Company in June 1996. In 1987, he founded Santa Cruz Naturals,
an organic fruit juice company which he sold to Smuckers Corporation in 1992.
For more than 25 years, Mr. Battendieri has grown, developed and marketed a wide
variety of natural food products.

DONALD L. LADWIG joined the Company in June 1995 as its Vice
President--Marketing and Sales. From 1992 to May 1995, Mr. Ladwig was employed
by Del Monte Foods Corporation as a Vice President of Sales. From 1974 to 1992,
he was employed by Proctor and Gamble Corporation in various sales positions,
including his last position as Customer Business Development Manager. Mr. Ladwig
earned a Master in Business Administration degree from Pepperdine University.

PERRY T. VALASSIS joined the Company in January 1997 as its Chief Financial
Officer. From 1990 through 1996, he was employed by Western Microwave, Inc. as
its Controller. He has more than 20 years experience in financial reporting for
private industry and earned a Masters in Business Administration from the
University of Southern California.

KENNETH A. STEEL, JR. has been employed by K.A. Steel Chemicals, Inc. ("K.A.
Steel") since 1978 and has been its Executive Vice President since 1979. K.A.
Steel is a privately-held Chicago, Illinois based chemical company in which Mr.
Steel holds primary responsibilities for sales, marketing and operations
management. Mr. Steel is also the acting Chief Executive Officer and a director
of Monterey Pasta, Inc., a publicly traded manufacturer and marketer of fresh
refrigerated pastas and sauces.

CHARLES B. BONNER has been President and majority shareholder since 1990 of
Pacific Resources Inc., a Fresno, California merger/acquisition and venture
capital firm. From 1975 to 1989, he was President of Bonner Packing Company, a
California dried fruit producer and marketer. Mr. Bonner earned a Bachelor of
Arts degree from Stanford University.

CHARLES R. DYER, age 53, founded and has been an executive officer and
principal of Monterey Bay Food Group, a marketing consultant to the food
industry, since 1979. Mr. Dyer earned a Bachelor of Arts degree from the
University of California.

EXECUTIVE COMPENSATION

The following table discloses compensation paid to certain of the Company's
executive officers for the years ended June 30, 1995 and 1996.

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
-------------------------------------------
AWARDS
ANNUAL COMPENSATION --------------- PAYOUTS
--------------------------------------- -------------
(E) (F)
(A) OTHER ANNUAL RESTRICTED (G) (H)
NAME AND (B) (C) (D) COMPEN- STOCK OPTIONS/ LTIP
PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION($) AWARD(S)($) SARS(#) PAYOUTS($)
- ------------------------------ --------- --------- ------------- ------------- --------------- ----------- -------------

Floyd R. Hill................. 1995 $ 85,000 -0- -0- -0- -0-
Chief Executive Officer 1996 $ 110,000 -0- -0- -0- 200,000(1) -0-

(I)
(A) ALL OTHER
NAME AND COMPEN-
PRINCIPAL POSITION SATION($)
- ------------------------------ -------------

Floyd R. Hill................. -0-
Chief Executive Officer -0-

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

(1) See "--1995 Stock Option Plan" and "Principal Shareholders."

The Company has entered into an employment agreement with Mr. Hill expiring
July 1999 which provides for an annual salary of $110,000. Mr. Hill was
initially granted stock options to purchase 200,000 shares of Common Stock at
$2.00 per share in connection with his November 1995 employment with the
Company, all of which are fully vested. Subsequently, as a part of his July 1996
employment agreement, Mr. Hill was issued stock options to purchase an
additional 200,000 shares of the Company's Common Stock at $2.50 per share
exercisable until July 2003. Options to purchase a total of 100,000 of such
shares vest in June 1997, 50,000 options vest in June 1998 and the remaining
50,000 options vest in June 1999.

Upon completion of the merger with OFP, the Company and Mr. Battendieri
(OFP's then President) entered into a three-year employment agreement expiring
June 1999, which provides for an annual salary of $110,000 and monthly
non-interest bearing loans of $7,500 during the full term of the employment
agreement, repayable the earlier of two years from the date of this Prospectus
or upon termination of the employment agreement.

The Company's nonsalaried directors do not receive any cash compensation as
directors, although they are reimbursed for out-of-pocket expenses in attending
Board of Directors' meetings and have been granted an aggregate of 60,000 stock
options under the Company's 1995 Stock Option Plan exercisable at $2.50 per
share.

1995 STOCK OPTION PLAN

In November 1995, the Company adopted a stock option plan (the "Plan") which
provides for the grant of stock options intended to qualify as "incentive stock
options" or "nonqualified stock options" within the meaning of Section 422 of
the United States Internal Revenue Code of 1986 (the "Code"). Incentive stock
options are issuable only to eligible officers, directors and key employees of
the Company.

The Plan is administered by the Board of Directors. The Company had reserved
625,000 shares of Common Stock for issuance under the Plan. Under the Plan, the
Board of Directors determines which individuals shall receive stock options, the
time period during which the options may be partially or fully exercised, the
number of shares of Common Stock that may be purchased under each option and the
option price.

For incentive stock options (i) the per share exercise price of the Common
Stock may not be less than the fair market value of the Common Stock on the date
the option is granted and (ii) no person who owns, directly or indirectly, at
the time of the granting of an incentive stock option, more than 10% of the
total combined voting power of all classes of stock of the Company is eligible
to receive stock options unless the option price is at least 110% of the fair
market value of the Common Stock subject to the option on the date of grant.

No stock options may be transferred by an optionee other than by will or the
laws of descent and distribution, and during the lifetime of an optionee, the
option may only be exercisable by the optionee. Stock options may be exercised
only if the option holder remains continuously associated with the Company from
the date of grant to the date of exercise. Stock options under the Plan must be
granted within 10 years from the effective dates of the Plan. The exercise date
of a stock option granted under the Plan cannot be later than 10 years from the
date of grant. Any options that expire unexercised or that terminate upon an
optionee's ceasing to be employed by the Company become available once again for
issuance. Shares issued upon exercise of an option will rank equally with other
shares then outstanding.

As of the date of this Prospectus, 538,000 stock options have been granted
under the Plan to officers, directors and employees at exercise prices of either
$2.00 or $2.50 per share including an aggregate of 510,000 options granted to
executive officers and directors.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information with respect to the
ownership of the Company's Common Stock as of February 28, 1997, by (i) each
person who is known by the Company to own of record or beneficially more than 5%
of the Company's Common Stock, (ii) each of the Company's directors and (iii)
all directors and officers of the Company as a group. The persons listed in the
table have sole voting and investment powers with respect to the shares of
Common Stock and the address of each person is in care of the Company at 550
Monterey Road, Morgan Hill, California 95037.

PERCENT PERCENT
AMOUNT OF OF CLASS OF CLASS
NAME OWNERSHIP PRIOR TO OFFERING AFTER OFFERING
- -------------------------------------------------------------------- ---------- ------------------- ---------------

Floyd R. Hill(1).................................................... 351,200 6.4 5.2
John Battendieri.................................................... 2,102,499 39.7 32.4
Kenneth A. Steel(2)................................................. 250,000 4.7 3.8
Charles B. Bonner(3)................................................ 5,000 * *
Charles R. Dyer(4).................................................. 32,000 * *
Jack London......................................................... 250,000 4.7 3.8
Dean E. Nicholson................................................... 450,000 8.5 6.9
Steven A. Reedy..................................................... 450,000 8.5 6.9
Spelman & Co., Inc.(5).............................................. 400,000 7.0 5.8
All officers and directors as
a group (7 persons)(1)(2)(3)(4)................................... 2,760,699 50.2 41.2

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

* Less than 1%

(1) Includes stock options to purchase 200,000 shares of Common Stock at $2.00
per share at any time until November 1, 2000. Does not include options
issued in connection with Mr. Hill's employment agreement to purchase an
additional 200,000 shares of Common Stock at $2.50 per share at various
times until July 2003, which have not yet vested. See "Management--Executive
Compensation."

(2) Does not include stock options to purchase an additional 30,000 shares of
Common Stock at $2.00 per share at any time until March 2001, which have not
yet vested. See "Management--Stock Option Plan" and "Certain Transactions."

(3) Includes stock options to purchase 5,000 shares of Common Stock at $2.00 per
share at any time until March 2001. Does not include options to purchase an
additional 10,000 shares of Common Stock at any time until February 2002,
which have not yet vested. See "Management--Stock Option Plan."

(4) Does not include stock options to purchase 15,000 shares of Common Stock at
$2.50 per share at any time until February 2002, which have not yet vested.
See "Management--Stock Option Plan."

(5) Represents common stock purchase warrants to purchase (i) 200,000 shares of
Common Stock at $2.00 per share at any time until December 31, 2002 and (ii)
200,000 shares at $2.50 per share at any time until July 31, 2003. See
"Underwriting."

CERTAIN TRANSACTIONS

In October 1995, the Company entered into an agreement with Dean E.
Nicholson and Steven A. Reedy, former officers and directors and founding
shareholders of the Company pursuant to which it agreed to repurchase from these
individuals an aggregate of 1,100,000 shares of the Company's Common Stock at
$2.00 per share for a total purchase price of $2,200,000. The Company paid
Messrs. Nicholson and Reedy an aggregate of $640,000 and is required to pay the
remaining $1,560,000 of the purchase price to them the earlier of November 1997
or the closing of the Offering. See "Use of Proceeds."

In October 1995, the Company entered into an agreement with Kenneth A.
Steel, a director of the Company, under which it borrowed $500,000 from Mr.
Steel. The loan bore interest at 10.25% per annum and was due March 31, 1996. In
February 1996, Mr. Steel converted the principal amount of the loan into 250,000
shares of the Company's Common Stock at $2.00 per share.

The Company previously leased certain machinery and equipment from Messrs.
Nicholson and Reedy paying to them an aggregate of $81,596 and $71,992 for the
years ending June 30, 1995 and 1994, respectively. In July 1995, Messrs. Reedy
and Nicholson gratuitously contributed the machinery and equipment to the
Company's capital.

In June 1996, the Company entered into a merger agreement (the "Merger
Agreement") with OFP pursuant to which the two companies merged, with the
Company becoming the surviving entity. Under the terms of the Merger Agreement,
the Company (i) issued 2,250,000 shares of its Common Stock to the shareholders
of OFP in exchange for all 606,061 shares of OFP's outstanding Common Stock and
(ii) assumed all of the obligations of OFP including a $250,000 obligation due
to John Battendieri (OFP's then President and currently the President and a
director of the Company), and a revolving line of credit in the approximate
aggregate amount of $1,100,000 due to a commercial bank and personally
guaranteed by Mr. Battendieri.

Under the terms of Mr. Battendieri's June 1996 employment agreement, the
Company is required to advance to Mr. Battendieri non-interest bearing loans of
$7,500 per month during the full term of his employment agreement which expires
in June 1999. See "Management--Executive Compensation."

In June 1996, the Company cancelled its employment agreement with Mr.
Nicholson and agreed to pay him a termination fee of $175,000 evidenced by a
promissory note in like amount, bearing interest at 8% per annum payable $7,292
per month with the balance of principal and interest due in full in August 1998.

The Company believes that the terms and conditions of the above transactions
were fair, reasonable and consistent with terms the Company could have obtained
from unaffiliated third parties. Any future transactions with the Company's
executive officers or directors will be approved by a majority of the Company's
disinterested directors.

DESCRIPTION OF SECURITIES

COMMON STOCK

The Company is authorized to issue 20,000,000 shares of no par value Common
Stock. Upon issuance, the shares of Common Stock are not subject to further
assessment or call. The holders of Common Stock are entitled to one vote for
each share held of record on each matter submitted to a vote of shareholders.
Cumulative voting for election of directors is permitted. Subject to the prior
rights of any series of Preferred Stock which may be issued by the Company in
the future, holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of funds legally
available therefor, and, in the event of the liquidation, dissolution or winding
up of the Company, are entitled to share ratably in all assets remaining after
payment of liabilities. Holders of Common Stock have no preemptive rights and
have no rights to convert their Common Stock into any other securities. The

outstanding Common Stock is, and the Common Stock to be outstanding upon
completion of the Offering will be, validly issued, fully paid and
nonassessable.

PREFERRED STOCK

The Company is authorized to issue 5,000,000 shares of no par value
preferred stock (the "Preferred Stock"). The Preferred Stock may, without action
by the shareholders of the Company, be issued by the Board of Directors
("Board") from time to time in one or more series for such consideration and
with such relative rights, privileges and preferences as the Board may
determine. Accordingly, the Board has the power to fix the dividend rate and to
establish the provisions, if any, relating to voting rights, redemption rates,
sinking funds, liquidation preferences and conversion rights for any series of
Preferred Stock issued in the future.

It is not possible to state the actual effect of any other authorization of
Preferred Stock upon the rights of holders of Common Stock until the Board
determines the specific rights of the holders of any other series of Preferred
Stock. The Board's authority to issue Preferred Stock also provides a convenient
vehicle in connection with possible acquisitions and other corporate purposes,
but could have the effect of making it more difficult for a third party to
acquire a majority of the outstanding voting stock. Accordingly, the issuance of
Preferred Stock may be used as an "anti-takeover" device without further action
on the part of the shareholders of the Company, and may adversely affect the
holders of the Common Stock. See "Risk Factors--Control by Management;
Authorization and Issuance of Preferred Stock; Prevention of Changes in
Control."

COMMON STOCK ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, there will be 6,496,000 shares of Common
Stock outstanding, of which 1,200,000 shares have been registered in the
Offering, and the remaining 5,296,000 shares have not been registered in the
Offering and are "restricted securities" under Rule 144 of the 1933 Act. In
general, under Rule 144, a person (or persons whose shares are aggregated) who
has satisfied a one-year holding period may, under certain circumstances, sell
within any three-month period the number of shares which does not exceed the
greater of one percent of the then outstanding shares of Common Stock
(approximately 64,960 shares immediately after the Offering assuming no exercise
of the Representatives' Warrants, the Overallotment Option, or other outstanding
stock options or common stock purchase warrants) or the average weekly trading
volume during the four calendar weeks prior to such sale. Rule 144 also permits,
under certain circumstances, the sale of shares by a person without any quantity
limitation after the securities have been held for two years. Of the 5,296,000
shares of Common Stock that are restricted securities 4,472,500 are currently
eligible for sale under Rule 144 and 823,500 shares may be sold under Rule 144
commencing in July 1997. The Company is unable to predict the effect that any
sales, under Rule 144 or otherwise, may have on the then prevailing market price
of the Common Stock. All of the Company's shareholders have agreed not to sell
or otherwise dispose of any of their shares of Common Stock for a period of 12
months from the date of this Prospectus, without the prior written consent of
the Representatives. The Company has also granted certain demand and piggy-back
registration rights to the Representatives with respect to the Representatives'
Warrants as well as the Common Stock issuable upon exercise of the
Representatives' Warrants.

TRANSFER AGENT

The Company has appointed Corporate Stock Transfer, Inc., 370 17th Street,
Suite 2350, Denver, Colorado 80202, as the transfer agent for the Common Stock.

DIVIDENDS

The Company has not paid dividends on its Common Stock since inception and
does not plan to pay dividends in the foreseeable future. Earnings, if any, will
be retained to finance growth.

LIMITATION ON LIABILITIES

The Company's Articles of Incorporation provide that liability of directors
to the Company for monetary damages is eliminated to the full extent provided by
California law. Under California law, a director is not personally liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(iii) for authorizing the unlawful payment of a dividend or other distribution
on the Company's capital stock or the unlawful purchases of its capital stock;
or (iv) for any transaction from which the director derived any improper
personal benefit.

The effect of this provision in the Articles of Incorporation is to
eliminate the rights of the Company and its shareholders (through shareholders'
derivative suits on behalf of the Company) to recover monetary damages from a
director for breach of the fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (iv) above. This provision does not
limit or eliminate the rights of the Company or any shareholder to seek
non-monetary relief such as an injunction or rescission in the event of a breach
of a director's duty of care or any liability for violation of the federal
securities laws.

UNDERWRITING

The Underwriters named below have severally agreed, subject to the terms and
conditions of the Underwriting Agreement, to purchase from the Company the
number of shares set forth opposite their names.

NUMBER OF
UNDERWRITER SHARES
- --------------------------------------------------------------------------------- ----------

Sentra Securities Corporation....................................................
Spelman & Co., Inc...............................................................

----------
Total........................................................................ 1,200,000
----------
----------

The Company has been advised by the Representatives that the Underwriters
propose to offer the Common Stock purchased by them directly to the public at
the public offering price set forth on the cover page of this Prospectus and to
certain dealers at a price that represents a concession of $ per share. The
Underwriters may allow, and such dealers may reallow, a concession within the
discretion of the Representatives. The Underwriters are committed to purchase
and pay for all of the Common Stock if any Common Stock is taken. After the
initial public offering of the Common Stock, the offering price and the selling
terms may be changed by the Underwriters.

The Company has granted the Representatives an Overallotment Option,
exercisable within 30 days from the date of this Prospectus, to purchase up to
180,000 shares of Common Stock solely to cover overallotments.

The Underwriters will purchase the Common Stock (including Common Stock
subject to the Overallotment Option) from the Company at a price of $4.50 per
share. In addition, the Company has agreed to pay to the Representatives a 3%
nonaccountable expense allowance on the aggregate initial public offering price
of the shares of Common Stock, including shares subject to the Overallotment
Option, none of which has been paid.

The Company has agreed to issue the Representatives' Warrants to the
Representatives for a consideration of $100. The Representatives' Warrants are
exercisable at any time in the four-year period commencing one year from the
date of this Prospectus to purchase up to 120,000 shares of Common Stock for
$6.00 per share. The Representatives' Warrants are not transferable for one year
from the date of this Prospectus except (i) to an Underwriter or a partner or
officer of an Underwriter or (ii) by will or operation of law. During the term
of the Representatives' Warrants, the holder thereof is given the opportunity to
profit from a rise in the market price of the Company's securities. The Company
may find it

more difficult to raise additional equity capital while the Representatives'
Warrants are outstanding. At any time at which the Representatives' Warrants are
likely to be exercised, the Company would probably be able to obtain additional
equity capital on more favorable terms. The Company has registered the Common
Stock underlying the Representatives' Warrants under the 1933 Act. If the
Company files a registration statement relating to an equity offering under the
provisions of the 1933 Act at any time during the five-year period following the
date of this Prospectus, the holders of the Representatives' Warrants or
underlying Common Stock will have the right, subject to certain conditions, to
include in such registration statement, at the Company's expense, all or part of
the underlying Common Stock at the request of the holders. Additionally, the
Company has agreed, for a period of five years commencing on the date of this
Prospectus, on demand of the holders of a majority of the Representatives'
Warrants or the Common Stock issued or issuable thereunder, to register the
Common Stock underlying the Representatives' Warrants one time at the Company's
expense. The registration of securities pursuant to the Representatives'
Warrants may result in substantial expense to the Company at a time when it may
not be able to afford such expense and may impede future financing. The Company
may find that the terms on which it could obtain additional capital may be
adversely affected while the Representatives' Warrants are outstanding. The
number of shares of Common Stock covered by the Representatives' Warrants and
the exercise price are subject to adjustment under certain events to prevent
dilution.

Spelman & Co., Inc. ("Spelman") acted as the Company's Placement Agent in
two prior private placements of the Company's securities pursuant to which
Spelman sold (i) 1,350,000 shares of the Company's Common Stock at $2.00 per
share and (ii) 823,500 shares of the Company's Common Stock at $2.50 per share.
In connection with the first private placement completed in November 1995, the
Company paid Spelman an aggregate of $351,000 in cash and issued to it common
stock purchase warrants to purchase 200,000 shares at $2.00 per share
exercisable at any time until December 31, 2002. In connection with the second
private placement completed in July 1996, the Company paid Spelman an aggregate
of $267,638 in cash and issued to it common stock purchase warrants to purchase
an additional 200,000 shares at $2.50 per share exercisable at any time until
July 31, 2003. See "Principal Shareholders."

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the 1933 Act, or to contribute to
payments that any Underwriter may be required to make in respect thereof.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Gary A. Agron, Englewood, Colorado. Certain legal
matters in connection with the Offering will be passed upon for the
Representatives by Luce, Forward, Hamilton & Scripps LLP, San Diego, California.

EXPERTS

The financial statements of the Company for the years ended June 30, 1995
and 1996, appearing in this Prospectus, have been audited by Semple & Cooper
PLC, independent certified public accountants, as stated in their report
appearing herein, and have been so included herein in reliance upon such report
given upon the authority of that firm as experts in accounting and auditing.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form SB-2 (the "Registration
Statement") under the 1933 Act with respect to the securities offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement, certain items of which are omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and the securities offered by this Prospectus, reference
is made to such Registration Statement and the exhibits thereto which may be

inspected without charge at the public reference facilities of the Commission at
Judiciary Plaza, 450 Fifth Street N.W., Washington, DC 20549; Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661; 7 World Trade
Center, New York, NY 10048; and 5670 Wilshire Boulevard, Los Angeles, CA 90036.

The Company will be subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and, in accordance therewith,
will file reports, proxy statements and other information with the Commission.
Such reports, proxy statements and other information may be inspected at public
reference facilities of the Commission at Judiciary Plaza, 450 Fifth Street
N.W., Washington, DC 20549; Northwest Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, IL 60661; 7 World Trade Center, New York, NY 10048; and
5670 Wilshire Boulevard, Los Angeles, CA 90036. Copies of such material can be
obtained from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street N.W., Washington, DC 20549 at prescribed rates.

The Company will furnish annual reports to its shareholders which will
include year end audited financial statements. The Company will also furnish to
its shareholders quarterly reports and such other reports as may be authorized
by its Board of Directors.

To The Shareholders and Board of Directors of
Organic Food Products, Inc.

We have audited the accompanying balance sheet of Organic Food Products, Inc. as
of June 30, 1996, and the related statements of operations, changes in
shareholders' equity, and cash flows for the years ended June 30, 1996 and 1995.
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 audits 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 financial statements referred to above present fairly, in
all material respects, the financial position of Organic Food Products, Inc. as
of June 30, 1996, and the results of its operations, changes in shareholders'
equity, and its cash flows for the years ended June 30, 1996 and 1995, in
conformity with generally accepted accounting principles.

SEMPLE & COOPER, PLC

Certified Public Accountants

Phoenix, Arizona
February 28, 1997

F-1

ORGANIC FOOD PRODUCTS, INC.
BALANCE SHEETS

ASSETS

JUNE 30, DECEMBER 31,
1996 1996
------------ ------------

(UNAUDITED)
Current Assets:
Cash............................................................................... $ 191,073 $ 5,674
Accounts receivable, net (Notes 1 and 4)........................................... 818,342 1,180,211
Inventory (Notes 1, 2, 4 and 6).................................................... 1,429,743 2,096,913
Prepaid expenses................................................................... 25,240 32,512
Advances to shareholder (Note 3)................................................... -- 43,914
Income tax refund receivable....................................................... 259,447 144,347
Deferred tax asset (Note 9)........................................................ -- 12,000
------------ ------------
Total Current Assets............................................................. 2,723,845 3,515,571
------------ ------------
Property and Equipment: (Notes 1, 4 and 5)
Computer software.................................................................. 24,431 6,563
Leasehold improvements............................................................. 109,182 144,687
Machinery and equipment............................................................ 595,396 731,422
Office equipment................................................................... 51,781 52,278
Printing plates.................................................................... 12,738 12,738
Vehicles........................................................................... 16,088 13,314
------------ ------------
809,616 961,002
Less: accumulated depreciation..................................................... (59,030) (132,568)
------------ ------------
750,586 828,434
------------ ------------
Other Assets:
Deposits and other................................................................. 24,003 39,103
Deferred offering costs (Notes 1 and 14)........................................... 71,225 35,202
------------ ------------
95,228 74,305
------------ ------------
Total Assets..................................................................... $ 3,569,659 $4,418,310
------------ ------------
------------ ------------

The Accompanying Notes are an Integral Part of the Financial Statements

F-2

ORGANIC FOOD PRODUCTS, INC.
BALANCE SHEETS (CONTINUED)

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

JUNE 30, DECEMBER 31,
1996 1996
------------- -------------

(UNAUDITED)
Current Liabilities:
Notes payable--current portion (Note 4)........................................... $ 1,048,595 $ 1,008,412
Notes payable--related parties--current portion (Note 3).......................... 333,732 1,563,751
Capital lease obligations--current portion (Notes 1 and 5)........................ 5,323 3,974
Accounts payable (Note 6)......................................................... 2,030,234 1,135,009
Accrued wages and taxes........................................................... 74,499 67,174
------------- -------------
Total Current Liabilities....................................................... 3,492,383 3,778,320
------------- -------------
Long-Term Liabilities:
Notes payable--long-term portion (Note 4)......................................... 512 --
Notes payable--related parties-long-term portion (Note 3)......................... 1,540,541 58,491
Capital lease obligations--long-term portion (Notes 1 and 5)...................... 1,408 --
Deferred income taxes payable (Note 9)............................................ -- 25,000
------------- -------------
1,542,461 83,491
------------- -------------
Commitments (Notes 3 and 6)......................................................... -- --
Shareholders' Equity (Deficit): (Note 8)
Common stock...................................................................... 895,215 2,535,378
Accumulated deficit............................................................... (2,360,400) (1,978,879)
------------- -------------
(1,465,185) 556,499
------------- -------------
Total Liabilities and Shareholders' Equity (Deficit)............................ $ 3,569,659 $ 4,418,310
------------- -------------
------------- -------------

The Accompanying Notes are an Integral Part of the Financial Statements

F-3

ORGANIC FOODS PRODUCTS, INC.
STATEMENTS OF OPERATIONS

YEARS ENDED SIX MONTH PERIODS ENDED
--------------------------- --------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995
------------- ------------ ------------ ------------

(UNAUDITED)
Revenues............................................... $ 13,435,634 $ 8,133,505 $6,477,627 $6,667,397
Cost of Goods Sold..................................... 10,520,916 6,026,785 4,482,317 5,137,388
------------- ------------ ------------ ------------
Gross Profit........................................... 2,914,718 2,106,720 1,995,310 1,530,009
------------- ------------ ------------ ------------
Sales and Marketing Expense............................ 2,186,012 718,057 953,657 713,174
General and Administrative Expenses.................... 1,759,616 781,917 454,708 795,279
Restructuring charge (Note 13)......................... 451,500 -- -- --
------------- ------------ ------------ ------------
4,397,128 1,499,974 1,408,365 1,508,453
------------- ------------ ------------ ------------
Income (Loss) from Operations.......................... (1,482,410) 606,746 586,945 21,556
------------- ------------ ------------ ------------
Other Income (Expense):
Other income......................................... 2,948 10,607 11,765 8,580
Interest income...................................... 10,376 518 801 4,805
Interest expense..................................... (403,566) (124,786) (91,286) (83,166)
Gain (loss) on sale of asset......................... (7,678) -- 1,396 --
------------- ------------ ------------ ------------
(397,920) (113,661) (77,324) (69,781)
------------- ------------ ------------ ------------
Income (Loss) before Provision for Income
Taxes................................................. (1,880,330) 493,085 509,621 (48,225)
------------- ------------ ------------ ------------
Provision for Income Tax Benefit (Expense):
(Note 1)
-- current........................................... 176,023 (200,602) (115,100) 2,862
-- deferred.......................................... -- -- (13,000) (5,565)
------------- ------------ ------------ ------------
176,023 (200,602) (128,100) (2,703)
------------- ------------ ------------ ------------
Net Income (Loss)...................................... $ (1,704,307) $ 292,483 $ 381,521 $ (50,928)
------------- ------------ ------------ ------------
------------- ------------ ------------ ------------
Earnings (Loss) per Share (Note 1)..................... $ (.27) $ .04 $ .07 $ (.01)
------------- ------------ ------------ ------------
------------- ------------ ------------ ------------
Weighted Average Number of Shares Outstanding.......... 6,249,127 6,936,250 5,805,000 5,056,758
------------- ------------ ------------ ------------
------------- ------------ ------------ ------------

The Accompanying Notes are an Integral Part of the Financial Statements

F-4

ORGANIC FOOD PRODUCTS, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995 AND
FOR THE SIX MONTH PERIOD ENDED DECEMBER 31, 1996 (UNAUDITED)

RETAINED TOTAL
ADDITIONAL EARNINGS SHAREHOLDERS'
COMMON PAID-IN (ACCUMULATED EQUITY
STOCK CAPITAL DEFICIT) (DEFICIT)
------------- ----------- ------------- -------------

Balance at June 30, 1994................................. $ 80,400 $ 8,571 $ (357,948) $ (268,977)
Net income for the year ended June 30, 1995.............. -- -- 292,483 292,483
------------- ----------- ------------- -------------
Balance at June 30, 1995................................. 80,400 8,571 (65,465) 23,506
Contribution of equipment by shareholders................ -- 15,000 -- 15,000
Proceeds from private offerings, net of costs of
$461,775............................................... 2,238,225 -- -- 2,238,225
Purchase and retirement of treasury stock................ (13,000) (15,000) (2,009,609) (2,037,609)
Net loss for the year ended June 30, 1996................ -- -- (1,704,307) (1,704,307)
Conversion of accumulated S corporation losses upon
merger................................................. (1,410,410) (8,571) 1,418,981 --
------------- ----------- ------------- -------------
Balance at June 30, 1996................................. 895,215 -- (2,360,400) (1,465,185)
Proceeds from private offering, net of costs of
$340,462............................................... 1,718,288 -- -- 1,718,288
Purchase and retirement of treasury stock................ (78,125) -- -- (78,125)
Net income for the six month period ended December 31,
1996................................................... -- -- 381,521 381,521
------------- ----------- ------------- -------------
Balance at December 31, 1996............................. $ 2,535,378 $ -- $ (1,978,879) $ 556,499
------------- ----------- ------------- -------------
------------- ----------- ------------- -------------

The Accompanying Notes are an Integral Part of the Financial Statements

F-5

ORGANIC FOOD PRODUCTS, INC.
STATEMENTS OF CASH FLOWS

YEARS ENDED SIX MONTH PERIODS ENDED
----------------------------- ----------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995
-------------- ------------- ------------- -------------
(UNAUDITED)

Increase (Decrease) in Cash:
Cash flows from operating activities:
Cash received from customers...................... $ 13,424,571 $ 7,420,209 $ 6,083,609 $ 5,862,152
Cash paid to suppliers and employees.............. (14,033,325) (7,172,208) (7,398,802) (6,619,362)
Interest paid..................................... (329,905) (95,105) (50,688) (64,942)
Interest received................................. 10,376 518 801 4,805
Taxes paid........................................ (74,977) (865) -- (343,662)
-------------- ------------- ------------- -------------
Net cash provided (used) by operating
activities.................................... (1,003,260) 152,549 (1,365,080) (1,161,009)
-------------- ------------- ------------- -------------
Cash flows from investing activities:
Sale of fixed assets.............................. -- -- 5,004 --
Purchase of fixed assets.......................... (707,657) (36,590) (165,427) (55,470)
-------------- ------------- ------------- -------------
Net cash used by investing activities........... (707,657) (36,590) (160,423) (55,470)
-------------- ------------- ------------- -------------
Cash flows from financing activities:
Repayment of capital lease........................ (4,533) (2,142) (2,757) (1,800)
Repayment of notes payable........................ (262,359) (202,485) (40,695) 0
Repayment of notes payable--
related parties................................. (715,134) (173,875) (292,630) (267,280)
Proceeds from notes payable....................... 1,115,801 186,060 -- 1,132,768
Proceeds from notes payable--
related party................................... 692,169 111,000 -- 105,536
Proceeds from issuance of stock................... 1,667,000 -- 1,754,311 1,303,225
Purchase and retirement of treasury stock......... (640,000) -- (78,125) --
-------------- ------------- ------------- -------------
Net cash provided (used) by financing
activities.................................... 1,852,944 (81,442) 1,340,104 2,272,449
-------------- ------------- ------------- -------------
Net increase (decrease) in cash..................... 142,027 34,517 (185,399) 1,055,970
Cash at beginning of period......................... 49,046 14,529 191,073 49,046
-------------- ------------- ------------- -------------
Cash at end of period............................... $ 191,073 $ 49,046 $ 5,674 $ 1,105,016
-------------- ------------- ------------- -------------
-------------- ------------- ------------- -------------

The Accompanying Notes are an Integral Part of the Financial Statements

F-6

ORGANIC FOOD PRODUCTS, INC.
STATEMENTS OF CASH FLOWS (CONTINUED)

YEARS ENDED SIX MONTH PERIODS ENDED
-------------------------- ----------------------------
JUNE 30, JUNE 30, DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995
------------- ----------- ------------- -------------

(UNAUDITED)
Reconciliation of Net Income (Loss) to Net Cash Provided
(Used) by Operating Activities:
Net Income (Loss)....................................... $ (1,704,307) $ 292,483 $ 381,521 $ (50,928)
------------- ----------- ------------- -------------
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation.......................................... 42,798 17,513 83,973 14,106
Loan discount amortization............................ 43,981 -- 40,598 3,383
Accrued interest added to note principal.............. 29,681 29,681 -- 14,841
Gain (loss) on sale of assets......................... 7,678 -- (1,396) --
Employment contract settlement........................ 175,000 -- -- --
Changes in Assets and Liabilities:
Accounts receivable................................... 258,661 (687,108) (405,783) (798,694)
Inventory............................................. (608,623) (89,933) (667,170) (963,774)
Prepaid expenses...................................... 674 (13,325) (7,272) (55,155)
Income tax refund receivable.......................... (259,447) -- 115,100 (103,774)
Deferred tax asset.................................... -- -- (12,000) --
Refundable deposits................................... (22,105) (71) (15,100) (49,000)
Accounts payable...................................... 1,244,149 370,296 (895,226) 1,057,071
Accrued wages and taxes............................... 39,600 33,276 (7,325) 8,100
Income taxes payable
-- current.......................................... (251,000) 199,737 -- (251,000)
-- deferred......................................... -- -- 25,000 13,815
------------- ----------- ------------- -------------
701,047 (139,934) (1,746,601) (1,110,081)
------------- ----------- ------------- -------------
Net cash provided (used) by operating activities........ $ (1,003,260) $ 152,549 $ (1,365,080) $ (1,161,009)
------------- ----------- ------------- -------------
------------- ----------- ------------- -------------

The Accompanying Notes are an Integral Part of the Financial Statements

F-7

ORGANIC FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND USE OF
ESTIMATES:

NATURE OF OPERATIONS:

Organic Food Products, Inc. (formerly Garden Valley Naturals, Inc.) is a
Corporation which was duly formed and organized under the laws of the State of
California. The Corporation was approved by the State of California on July 7,
1987. The principal business purpose of the Company is the production and
distribution of organic food products throughout the United States.

ACQUISITION AND MERGER:

As of June 28, 1996, Garden Valley Naturals, Inc. acquired all of the
outstanding common stock of Organic Food Products, Inc. for 2,250,000 shares of
the Company's common stock, merged the companies into one surviving corporation,
and subsequently changed the name from Garden Valley Naturals, Inc. to Organic
Food Products, Inc.

For financial accounting purposes, the acquisition was accounted for as a
pooling of interest in accordance with Accounting Principles Board Opinion No.
16. The accompanying financial statements for the year ended June 30, 1996 are
based on the assumption that the Companies were combined for the full year. The
financial statements of the prior periods have been restated to give effect to
the combination.

PERVASIVENESS 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.

INTERIM FINANCIAL STATEMENTS:

The interim financial statements for the six month periods ended December
31, 1996 and 1995 are unaudited. In the opinion of management, such statements
reflect all adjustments (consisting only of normal recurring adjustments)
necessary for a fair representation of the results of the interim periods. The
results of operations for the six month period ended December 31, 1996 are not
necessarily indicative of the results for the entire year.

STOCK-BASED COMPENSATION

In 1996, the Company adopted for footnote disclosure purposes only, SFAS No.
123, "Accounting for Stock-Based Compensation," which requires that companies
measure the cost of stock-based employee compensation at the grant date based on
the value of the award and recognize this cost over the service period. The
value of the stock-based award is determined using the intrinsic value method
whereby compensation cost is the excess of the market prices of the stock at
grant date or other measurement date over the amount an employee must pay to
acquire the stock.

ACCOUNTS RECEIVABLE:

The Company follows the allowance method of recognizing uncollectible
accounts receivable. The allowance method recognizes bad debt expense as a
percentage of accounts receivable based on a review of

F-8

ORGANIC FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND USE OF
ESTIMATES: (CONTINUED)
the individual accounts outstanding, and the Company's prior history of
uncollectible accounts receivable. At June 30, 1996 and December 31, 1996, an
allowance of $89,983 and $15,000 (unaudited), respectively, has been established
for potentially uncollectible accounts receivable.

INVENTORY:

Inventory quantities and valuations are determined by a physical count and
pricing of same. Inventory is stated at the lower of cost, first-in, first-out
method, or market. At June 30, 1996 and December 31, 1996, inventory is stated
net of an allowance for obsolete inventory, in the amounts of $107,072 and
$20,000 (unaudited), respectively.

EARNINGS PER SHARE:

Earnings per share are based upon the weighted average number of shares
outstanding for each of the respective periods, after giving retroactive effect
to the 2,250,000 shares issued in the pooling combination. In addition, for
purposes of this computation, the stock split and private offerings (as
described in Note 8) have been given retroactive effect. The Company has
proposed an initial public offering of its common stock. Pursuant to Securities
and Exchange Commission rules, shares of common stock issued for consideration
below the anticipated offering price per share prior to filing of the
registration statement have been included in the calculation of common stock
equivalent shares, as if they had been outstanding for all periods presented. In
addition, shares of common stock that are subject to options and warrants having
exercise prices that are below the anticipated offering price per share, whether
or not exercisable, have been included in the earnings per share calculation,
using the treasury stock method.

PROPERTY AND EQUIPMENT:

Property and equipment are recorded at cost. Depreciation is provided for
using the straight-line method over the estimated useful lives of the assets.
Maintenance and repairs that neither materially add to the value of the property
nor appreciably prolong its life are charged to expense as incurred. Betterments
or renewals are capitalized when incurred. For the years ended June 30, 1996 and
1995, and for the six month periods ended December 31, 1996 and 1995,
depreciation expense was $42,798, $17,513, $83,973 (unaudited) and $14,106
(unaudited), respectively.

A summary of the estimated useful lives is as follows:

Computer software.............................................. 5 years
Leasehold improvements......................................... 7 years
7 - 20
Machinery and equipment........................................ years
Office equipment............................................... 5 years
Printing plates................................................ 7 years
Vehicles....................................................... 5 years

The Company is the lessee of vehicles and equipment under capital lease
agreements expiring through October, 1997. The assets and liabilities under the
capital leases are recorded at the lower of the present value of the minimum
lease payments or the fair market value of the assets. The assets are
depreciated over their estimated productive lives. Depreciation of the assets
under the capital leases is included in

F-9

ORGANIC FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS AND USE OF
ESTIMATES: (CONTINUED)
depreciation expense, as noted above, for the years ended June 30, 1996 and
1995, and for the six month periods ended December 31, 1996 and 1995.

DEFERRED OFFERING COSTS:

Deferred offering costs represent costs incurred in connection with the
Company's equity offerings subsequent to the respective balance sheet dates. As
of June 30, 1996 and December 31, 1996, the Company had incurred $71,225 and
$35,202 (unaudited), respectively, in relation to these activities. Deferred
offering costs will be charged against the net proceeds from the offerings.

DEFERRED INCOME TAXES:

Deferred income taxes arise from timing differences resulting from revenues
and expenses reported for financial accounting and tax reporting purposes in
different periods. Deferred income taxes represent the estimated tax asset or
liability from different depreciation methods used for financial accounting and
tax reporting purposes and for timing differences in the utilization of net
operating loss carryforwards and valuation allowances.

2. INVENTORY:

As of June 30, 1996 and December 31, 1996, inventory consisted of the
following:

JUNE 30, DECEMBER 31,
1996 1996
------------ ------------

(UNAUDITED)
Raw materials.................................................... $ 678,034 $1,185,447
Finished goods................................................... 858,781 931,466
------------ ------------
1,536,815 2,116,913
Less: provision for obsolete inventory......................... (107,072) (20,000)
------------ ------------
$ 1,429,743 $2,096,913
------------ ------------
------------ ------------

3. RELATED PARTY TRANSACTIONS:

ADVANCES TO SHAREHOLDER:

As of December 31, 1996, the Company has advanced $43,914 to a shareholder.
The advance is unsecured, non-interest bearing, and considered short-term in
nature.

F-10

ORGANIC FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. RELATED PARTY TRANSACTIONS: (CONTINUED)
NOTES PAYABLE - RELATED PARTIES:

At June 30, 1996 and December 31, 1996, notes payable - related parties,
consist of the following:

JUNE 30, DECEMBER 31,
1996 1996
------------ -------------

(UNAUDITED)
Two (2) non-interest bearing $780,000 notes payable to two (2) corporate
shareholders, due the earlier of November, 1997 or the completion of an initial
public offering, net of imputed discount of $118,411 and $77,812 (unaudited),
respectively....................................................................... $ 1,441,589 $ 1,482,188
8% note payable to a corporate shareholder, with monthly payments of $7,292,
including principal and interest, due August, 1998; unsecured...................... 175,000 140,054
Various non-interest bearing notes payable to a corporate shareholder, due January,
1997; unsecured.................................................................... 10,349 --
12% note payable to a corporate shareholder, due in full January, 1997; unsecured.... 247,335 --
------------ -------------
1,874,273 1,622,242
Less: current portion (333,732) (1,563,751)
------------ -------------
$ 1,540,541 $ 58,491
------------ -------------
------------ -------------

A schedule of future minimum principal payments due on notes payable
outstanding at June 30, 1996 and December 31, 1996, is as follows:

YEAR ENDING
YEAR ENDING YEAR
JUNE 30, DECEMBER 31,
------------ ------------

(UNAUDITED)
1997............................................................. $ 333,732 $1,563,751
1998............................................................. 1,524,157 58,491
1999............................................................. 16,384 --
------------ ------------
$ 1,874,273 $1,622,242
------------ ------------
------------ ------------

COMMITMENTS:

The Company was leasing facilities from a related party. The lease was
cancelled during February, 1996. The terms of the lease agreement required the
Company to pay common area maintenance, taxes and other costs, as well as a
discretionary base rent of approximately $4,500 per month. Rent expense under
the operating lease agreement for the years ended June 30, 1996 and 1995, and
for the six month period ended December 31, 1995, was $28,000, $48,000 and
$24,000 (unaudited), respectively.

F-11

ORGANIC FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. NOTES PAYABLE:

At June 30, 1996 and December 31, 1996, notes payable consist of the
following:

JUNE 30, DECEMBER 31,
1996 1996
------------ -------------

(UNAUDITED)
Three (3) lines of credit with Wells Fargo Bank totalling $1,178,000 ($546,000,
$500,000 and $132,000). Interest is at the bank's prime rate plus .75%, 2%, and 2%,
respectively, per annum, interest due monthly, with $1,046,000 expiring October,
1996 and the remaining $132,000 expiring in February, 2001; collateralized by
various corporate assets and the personal guarantee of the corporate
shareholder........................................................................ $ 1,046,818 $ 1,008,412
9.5% note payable to GMAC in monthly installments of $173, including principal and
interest, due in full September, 1997; collateralized by a vehicle................. 2,289 --
------------ -------------
1,049,107 1,008,412
Less: current portion of long-term notes payable..................................... (1,048,595) (1,008,412)
------------ -------------
$ 512 $ --
------------ -------------
------------ -------------

Subsequent to December 31, 1996, the Company renegotiated and consolidated
the revolving lines of credit with Wells Fargo Bank. Under the new terms the
credit line has been renewed through November 1, 1997 at a $1.7 million maximum,
and a $300,000, 48 month term loan has been established.

A schedule of future minimum principal payments due on notes payable
outstanding at June 30, 1996 and December 31, 1996, is as follows:

YEAR ENDING YEAR ENDING
YEAR JUNE 30, DECEMBER 31,
- --------------------------------------------------------------------------- ------------ ------------

(UNAUDITED)
1997....................................................................... $ 1,048,595 $1,008,412
1998....................................................................... 512 --
------------ ------------
$ 1,049,107 $1,008,412
------------ ------------
------------ ------------

F-12

ORGANIC FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. OBLIGATIONS UNDER CAPITAL LEASES:

The Company is the lessee of vehicles and equipment, with an aggregate cost
of $32,917, under capital lease agreements which expire through September, 1997.
As of June 30, 1996 and December 31, 1996, minimum future lease payments due
under the capital lease agreements, are as follows:

YEAR
ENDING YEAR ENDING
YEAR JUNE 30, DECEMBER 31,
- ------------------------------------------------------------------------------- --------- ------------

(UNAUDITED)
1997........................................................................... $ 7,972 $ 4,956
1998........................................................................... 2,208 --
--------- ------------
Total minimum lease payments................................................... 10,180 4,956
Less: amount representing interest............................................. (3,449) (982)
--------- ------------
Present value of net minimum lease payments.................................... 6,731 3,974
Less: current maturities of capital lease obligations.......................... (5,323) (3,974)
--------- ------------
Non-current maturities of capital lease obligations............................ $ 1,408 $ --
--------- ------------
--------- ------------

Interest rates under the capital lease obligations range from ten percent
(10%) to twenty-one and four-tenths percent (21.4%) per annum, and are imputed
based on the lessor's implicit rate of return at the inception of the lease.

6. COMMITMENTS:

INVENTORY PURCHASES:

The Company is committed to purchase tomatoes over the next year at
contracted prices. At December 31, 1996, these future committed purchases
aggregated approximately $900,000 (unaudited), based on the contracted prices.

LEASE OBLIGATIONS:

Effective February, 1996, the Company began leasing office, warehouse and
production space in Morgan Hill, California under a non-cancellable operating
lease agreement, expiring April, 2003. For the year ended June 30, 1996, and for
the six month period ended December 31, 1996, rent expense under the
aforementioned non-cancellable operating lease agreement was $31,766 and $38,880
(unaudited), respectively.

In addition, the Company is currently leasing a vehicle under a
non-cancellable operating lease agreement, expiring August, 1997. Rent expense
under the lease agreement for the years ended June 30, 1996 and 1995, and for
the six month periods ended December 31, 1996 and 1995 was $8,889, $8,889,
$4,444 (unaudited) and $4,444 (unaudited), respectively.

F-13

ORGANIC FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. COMMITMENTS: (CONTINUED)
A schedule of future minimum lease payments due under the non-cancellable
operating leases at June 30, 1996 and December 31, 1996, is as follows:

YEAR
ENDING YEAR ENDING
YEAR JUNE 30, DECEMBER 31,
- ----------------------------------------------------------------------------- ---------- ------------

(UNAUDITED)
1997......................................................................... $ 86,649 $ 90,679
1998......................................................................... 80,020 79,708
1999......................................................................... 80,896 82,096
2000......................................................................... 83,320 84,558
2001......................................................................... 85,820 87,095
Subsequent................................................................... 148,492 104,732
---------- ------------
$ 565,197 $ 528,868
---------- ------------
---------- ------------

EMPLOYMENT CONTRACTS:

The Company has entered into employment contracts with two key employees.
The contracts expire through July, 1999 and provide for minimum annual salaries,
adjusted for cost-of-living changes, and incentives based on the Company's
attainment of specified levels of sales and earnings. As of December 31, 1996
the total commitment, excluding incentives was approximately $550,000
(unaudited).

7. ECONOMIC DEPENDENCY:

For the years ended June 30, 1996 and 1995, and for the six month period
ended December 31, 1995, the Company had one (1) customer which accounted for
approximately twenty-three percent (23%), twenty percent (20%), and seventeen
percent (17%), (unaudited) of the total sales volume. For the six month period
ended December 31, 1996 the Company had two (2) customers which accounted for
approximately 30% (unaudited) of total sales volume. At June 30, 1996 and
December 31, 1996, the amounts due from the customer, included in accounts
receivable was $60,947 and $499,184 (unaudited), respectively.

For the years ended June 30, 1996 and 1995, and for the six month period
ended December 31, 1995, the Company had one (1) supplier which accounted for
approximately thirty-six percent (36%), twenty-nine percent (29%) and
thirty-seven percent (37%) (unaudited) of the total purchases. At June 30, 1996
and December 31, 1996, the amounts due to the supplier included in accounts
payable were $357,570 and $36,499 (unaudited), respectfully.

8. SHAREHOLDERS' EQUITY:

COMMON STOCK AND STOCK SPLIT:

On October 3, 1995, the Company increased its authorized capital from 1,000
to 20,000,000 shares of no par value common stock, and declared a 2,000 for 1
split of its common stock. At June 30, 1996, the Company had 4,500,000 shares
issued and outstanding. At December 31, 1996, the Company 5,296,000 (unaudited)
shares issued and outstanding.

F-14

ORGANIC FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

8. SHAREHOLDERS' EQUITY: (CONTINUED)
PRIVATE OFFERING AND WARRANTS:

The Company issued 1,350,000 shares (after 2,000 for 1 split) of common
stock for $2,700,000 through a private offering during the year ended June 30,
1996. The net proceeds were $2,238,225, of which $640,000 was used as a down
payment to purchase 1,100,000 shares of common stock held by the principal
shareholders. In connection with this offering, the Company issued warrants to
purchase up to 200,000 shares of common stock at $2 per share to an underwriter.
These options are exercisable at any time through December 31, 2002. As of
December 31, 1996, no warrants have been exercised.

In addition, the Company had a second private offering in the six month
period ended December 31, 1996. As of December 31, 1996 the Comapny sold 823,500
shares for $1,718,288, net of costs of $340,462 (unaudited). In connection with
this offering, the Company issued warrants to purchase up to 200,000 shares of
common stock at $2.50 per share to an underwriter. As of December 31, 1996 none
of the warrants have been exercised.

PREFERRED STOCK:

On October 3, 1995, the corporate Articles of Incorporation were amended to
authorize the issuance of up to 5,000,000 shares of preferred stock, no par
value. The Board of Directors are authorized to issue preferred stock with such
rights, privileges, preferences and restrictions, as they deem appropriate. As
of June 30, 1996 and December 31, 1996, no preferred stock has been issued.

STOCK OPTIONS AND STOCK OPTION PLAN:

Effective November, 1995, the Company's Board of Directors adopted a stock
option plan. The Company has reserved 625,000 shares of common stock for
issuance under the Plan, pending Board approval. The Board of Directors
determines which individuals shall receive options. The time period during which
the options may be partially or fully exercised, the number of shares of common
stock that may be purchased under each option, and the option price. As of
December 31, 1996, 483,000 (unaudited) options were granted under the Plan at
exercise prices of $2.00 to $2.50 per share, exercisable until November 1, 2003.
As of December 31, 1996, none of the options have been exercised.

An additional 55,000 options were issued in February, 1997 with an exercise
price of $2.50 per share, terms of 5 years and various vesting schedules.

F-15

ORGANIC FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

9. INCOME TAXES AND DEFERRED INCOME TAXES:

For the year ended June 30, 1996 and for the six month period ended December
31, 1996, components of deferred income taxes, are as follows:

JUNE 30, DECEMBER 31,
1996 1996
---------- ------------

(UNAUDITED)
Current Assets:
Allowances................................................................. $ 68,298 $ 12,000
Asset valuation allowance.................................................. (68,298) --
---------- ------------
$ -- $ 12,000
---------- ------------
---------- ------------
Long-Term Asset (Liability):
Depreciation............................................................... $ (16,466) $ (25,000)
Net operating loss carryforward............................................ 114,000 --
---------- ------------
Total net deferred tax asset (liability)................................... 97,534 (25,000)
Less: valuation allowance.................................................. (97,534) --
---------- ------------
$ -- $ (25,000)
---------- ------------
---------- ------------

A reconciliation of the federal statutory rate to the tax provision of the
corresponding periods, is as follows:

SIX MONTH PERIODS
ENDED
YEARS ENDED JUNE 30, DECEMBER 31,
------------------------ -----------------------
1996 1995 1996 1995
----------- ----------- ----------- ----------

(UNAUDITED)
Tax benefit (expense) at effective statutory rate... $ 630,000 $ (168,000) $ (173,000) $ 16,000
S-Corporation loss.................................. (340,000) -- -- (19,000)
Valuation limitation on net operating loss.......... (114,000) -- -- --
State income taxes.................................. -- (33,000) (35,000) --
Net operating loss carryforward..................... -- -- 80,000 --
----------- ----------- ----------- ----------
$ 176,000 $ (201,000) $ (128,000) $ (3,000)
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------

Organic Food Products, Inc. was a Subchapter S tax option Corporation
through the date of the merger, June 28, 1996. No proforma tax provision has
been shown in the accompanying financial statements due to the fact that the
income of Organic Food Products, Inc. was immaterial in the year ended June 30,
1995, and the Company had a loss for the year ended June 30, 1996.

10. STATEMENTS OF CASH FLOWS:

NON-CASH INVESTING AND FINANCING ACTIVITIES:

The Company recognized investing and operating activities that affected
assets and liabilities, but did not result in cash receipts or payments:

For the year ended June 30, 1996, these non-cash activities are as follows:

F-16

ORGANIC FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

10. STATEMENTS OF CASH FLOWS: (CONTINUED)
Accrued interest on notes payable was added to the principal portion of
the loan, in the amount of $29,681.

The Company financed the purchase of two (2) vehicles, with a recorded
cost of $7,331, through a capital lease obligation in the same amount.

The Company financed $1,560,000 of the purchase and retirement of
treasury stock. The note has been recorded net of imputed interest of
$118,411.

Equipment was contributed by a shareholder, in the amount of $15,000.

The Company repaid notes payable in the amount of $500,000, with
proceeds from a private placement offering.

The Company incurred a notes payable to related parties, in the amount
of $175,000, in the settlement of an employment contract.

For the year ended June 30, 1995, these non-cash activities are as follows:

Accrued interest on notes payable was added to the principal portion of
the loan, in the amount of $29,681.

11. CONCENTRATION OF CREDIT RISK:

The Company maintains cash balances at Wells Fargo Bank. Deposits not to
exceed $100,000 at the institution are insured by the Federal Deposit Insurance
Corporation. At December 31, 1996, the Company had uninsured cash in the
approximate amount of $41,000 (unaudited).

12. SUMMARIZED RESULTS OF OPERATIONS:

Summarized results of operations of the separate companies for the years
ended June 30, 1995 and 1996, are as follows:

GARDEN VALLEY ORGANIC FOOD
NATURALS, PRODUCTS,
JUNE 30, 1996 INC. INC.
- ----------------------------------------------------------------- ------------- ------------

Net sales........................................................ $ 5,794,095 $7,641,539
------------- ------------
------------- ------------
Net income (loss)................................................ $ (720,845) $ (983,462)
------------- ------------
------------- ------------

JUNE 30, 1995
- -----------------------------------------------------------------

Net sales........................................................ $ 3,106,227 $5,027,278
------------- ------------
------------- ------------
Net income....................................................... $ 269,065 $ 23,418
------------- ------------
------------- ------------

Since the merger on June 28, 1996, the Company has operated as a single
entity.

F-17

ORGANIC FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

13. RESTRUCTURING CHARGE:

In June, 1996, the Company adopted a restructuring plan to eliminate excess
equipment, personnel and inventory, that represented redundancies as a result of
the merger. For the year ended June 30, 1996, the Company reported a
restructuring charge of $451,500, which was comprised of the following:

Redundant inventory....................................... $ 182,550
Severance................................................. 190,000
Disposal of equipment..................................... 21,300
Other..................................................... 57,650
---------
$ 451,500
---------
---------

14. COMPENSATION FROM OPTIONS AND WARRANTS:

The Company has a stock option plan pursuant to which options to purchase
shares of the Company's common stock may be granted to employees. The plan
provides that the option price shall not be less than the fair market value of
the shares on the date of grant, and that the options expire five years after
grant. Options vest ratably over a three year period as provided for in each
employee's option agreement. At December 31, 1996, there were 650,000
(unaudited) shares reserved for options to be granted under the plan.

In addition, the Company has issued warrants to an underwriter in connection
with their two private placement offerings. As of December 31, 1996, 400,000
(unaudited) warrants have been issued at exercise prices of $2.00 to $2.50 per
share and expire in approximately five years. The following summarizes stock
options and warrant transactions:

SHARES
--------------------
OPTIONS WARRANTS PRICE PER SHARE
--------- --------- ----------------

Outstanding at July 1, 1995................. -- -- $ --
Granted................................... 538,000 400,000 $ 2.00 to $2.50
Exercised................................. -- -- $ --
Expired................................... -- -- $ --
--------- --------- ----------------
Outstanding at June 30, 1996................ 538,000 400,000 $ 2.00 to $2.50
Granted................................... -- -- $ --
Exercised................................. -- -- $ --
Expired................................... -- -- $ --
--------- --------- ----------------
Outstanding at December 31, 1996............ 538,000 400,000 $ 2.00 to $2.50
--------- --------- ----------------
--------- --------- ----------------

Information relating to stock options and warrants at December 31, 1996,
summarized by exercise price are as follows:

EXERCISE OUTSTANDING EXERCISABLE
PRICE ---------------------------- -----------
PER SHARE SHARES LIFE (YEARS) SHARES
- --------- --------- ----------------- -----------

$2.00 483,000 5 400,000
2.50 400,000 5 --

F-18

ORGANIC FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

14. COMPENSATION FROM OPTIONS AND WARRANTS: (CONTINUED)
All stock options issued to employees have an exercise price not less than
the fair market value of the Company's common stock on the date of grant, and in
accordance with accounting for such options utilizing the intrinsic value
method, there is no related compensation expense recorded in the Company's
financial statements. Had compensation cost for stockbased compensation been
determined based on the fair value of the grant dates consistent with the method
of SFAS 123, the Company's net income and earnings per share for the year ended
June 30, 1996 and for the six month period ended December 31, 1996, would have
been reduced to the pro forma amounts presented below:

DECEMBER 31,
JUNE 30, 1996 1996
------------- ------------

(UNAUDITED)
Net income (loss)
As reported................................................... $ (1,704,307) $ 381,521
Pro forma..................................................... (1,815,400) 257,500
Earnings (loss) per share
As reported................................................... $ (.27) $ .07
Pro forma..................................................... (.29) .04

The fair value of option and warrant grants are estimated on the date of
grant utilizing the Black-Scholes option-pricing model, with the following
assumptions for grants in the periods ended June 30, 1996 and December 31, 1996,
respectively; expected life of options of five years, expected volatility of
14.4% and 22.3%, risk-free interest rates of 8% and a 0% dividend yield. The
fair value at date of grant for options and warrants for the aforementioned
periods approximated $.23 and $.31 per option.

An additional 55,000 options were granted to employees and directors in
February, 1997, with an exercise price at $2.50 per share, terms of five years
and various vesting schedules.

15. SUBSEQUENT EVENT:

The Company's Board of Directors has resolved to proceed with a proposed
initial public offering of its common stock to the public. The Company is
currently in the process of filing a Form SB-2 Registration Statement with the
Securities and Exchange Commission to register its common stock for sale to the
public. The proposed offering is intended to issue 1,200,000 common shares at
five dollars ($5.00) per share.

F-19

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

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY TO ANY
PERSON IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

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

TABLE OF CONTENTS

PAGE
-----

Prospectus Summary............................. 3
Risk Factors................................... 6
Dilution....................................... 9
Capitalization................................. 10
Use of Proceeds................................ 11
Selected Financial Data........................ 12
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 13
Business....................................... 17
Management..................................... 21
Principal Shareholders......................... 24
Certain Transactions........................... 25
Description of Securities...................... 25
Underwriting................................... 28
Legal Matters.................................. 29
Experts........................................ 29
Available Information.......................... 29
Financial Statements........................... F-1

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

UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

1,200,000 SHARES
OF COMMON STOCK

ORGANIC FOOD
PRODUCTS, INC.
---------------------

PROSPECTUS

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

SENTRA
SECURITIES CORPORATION

SPELMAN & CO., INC.

, 1997

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

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article IV of the Registrant's Articles of Incorporation provides as
follows:

"The liabilities of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law."

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "1933 Act"), may be permitted to officers, directors or
persons controlling the Company, the Company has been advised that, in the
opinion of the Securities and Exchange Commission, Washington, D.C. 20549, such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the officer, director or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such officer, director or controlling person in connection with the
securities being registered, the Company 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 such Act and will be governed by the final
adjudication of such issue.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.(1)(2)

SEC Registration Fee........................................... $ 2,309
NASD Filing Fee................................................ 1,262
Blue Sky Filing Fees........................................... 12,000
Blue Sky Legal Fees............................................ 20,000
Printing Expenses.............................................. 60,000
Legal Fees and Expenses........................................ 85,000
Accounting Fees................................................ 80,000
Transfer Agent................................................. 3,000
NASDAQ Application Fee......................................... 25,000
Miscellaneous Expenses......................................... 11,429
-----------
TOTAL...................................................... $ 300,000(1)
-----------
-----------

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

(1) Does not include the Representatives' commission and expenses of $780,000
($897,000 if the Overallotment Option is exercised).

(2) All expenses, except the SEC registration fee and NASD filing fee, are
estimated.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

During the last three years, the Registrant sold the following shares of its
Common Stock which were not registered under the Securities Act of 1933, as
amended (the "1933 Act"):

(i) In November 1995, the Registrant sold 1,100,000 shares of its Common
Stock at $2.00 per share to the following persons:

NUMBER
NAME OF SHARES
- ----------------------------------------------------------------------------------- -----------

Jack London/Life O Boston Insurance................................................ 250,000
Enrique Feldman.................................................................... 175,000
Floyd Hill......................................................................... 151,200

II-1

NUMBER
NAME OF SHARES
- ----------------------------------------------------------------------------------- -----------

Paul and Becky Sigfusson........................................................... 77,750
Lyonshare Venture Capital.......................................................... 62,500
Leslie Farkas...................................................................... 50,000
William Maines..................................................................... 50,000
Richard Froehlich MD, IRA.......................................................... 25,000
William Hay........................................................................ 25,000
Jane Zivney Interiors Pension Trust................................................ 25,000
Paul and Anne Janssens Lens........................................................ 25,000
James and Jane Zivney.............................................................. 17,500
Barry Donner....................................................................... 15,800
Alfred Zacher Profit Sharing Plan.................................................. 12,500
Glenn C. Cook and R. Cook.......................................................... 12,500
Delaware Charter G&T FBO........................................................... 12,500
Froelich Family Trust.............................................................. 12,500
Marvin and Pearl Stumpf............................................................ 12,500
Elliot Wagner...................................................................... 12,500
L. Stuart and Naomi Nagasawa....................................................... 12,500
Hirn Doheny Reed & Harper PS Trust................................................. 12,500
William Schlueter.................................................................. 12,500
John and Mary Jane Scott........................................................... 12,500
Kenneth Depersio................................................................... 6,250
Michael and Susan Gernant.......................................................... 6,250
Jerrold and Carolyn Johnson........................................................ 6,250

(ii) In February 1996, the Registrant sold 250,000 shares of its Common
Stock to Kenneth A. Steel, Jr. at $2.00 per share.

(iii) In July 1996, the Registrant sold 823,500 shares of its Common
Stock at $2.50 per share to the following individuals.

NUMBER
NAME OF SHARES
- ----------------------------------------------------------------------------------- -----------

Rizzo Trust........................................................................ 20,000
Lori Rizzo......................................................................... 15,000
Steven and Faith Chinskey.......................................................... 5,000
James R. Barge..................................................................... 5,000
Thomas and Susan Lusty............................................................. 10,000
Jerry and Jean Mikus............................................................... 20,000
Michael J. Mehalko................................................................. 5,000
Jane Chu........................................................................... 5,000
Sunbeam Ventures................................................................... 40,000
Glenn C. Cook...................................................................... 20,000
TBP Investments.................................................................... 14,000
Enrique Feldman.................................................................... 140,000
Jeff and Adelynn Barteir........................................................... 10,000
J. Michael Turley.................................................................. 10,000
Monica Koechlin.................................................................... 40,000
Paul and Becky Sigfusson........................................................... 100,000
Vern and Grace Thomsen............................................................. 40,000
Lawrence Cannizzaro................................................................ 20,000

II-2

NUMBER
NAME OF SHARES
- ----------------------------------------------------------------------------------- -----------

Hooman Nikzad...................................................................... 4,000
Fred Djshandideh................................................................... 4,000
Harvey Belfer...................................................................... 10,000
Satoru Nilmoto..................................................................... 10,000
Lanny and Mariane Lahr............................................................. 10,000
William R. Maines.................................................................. 20,000
Ronald J. Faust.................................................................... 16,000
Lyonshare Venture Capital.......................................................... 25,500
Vestal Venture Capital............................................................. 15,000
Carroll and Joseph Dilustro........................................................ 10,000
Sylvanus V. Tunstall............................................................... 40,000
Donald L. Ladwig................................................................... 20,000
Mateo Lettunich.................................................................... 20,000
Marvin Stumpf...................................................................... 10,000
Donahue Bunch...................................................................... 10,000
Nathaniel and Mildred Orme......................................................... 10,000
Don Zinman......................................................................... 10,000
Kevin and Tracy McGovern........................................................... 5,000
Felicia Choi....................................................................... 10,000
John Jensen........................................................................ 15,000
Herman Kahan, Trustee.............................................................. 10,000
Poseidon Capital................................................................... 10,000
John Nelson........................................................................ 10,000

(iv) In connection with the sales of Common Stock set forth in
subparagraph (i), (ii) and (iii) above, the Registrant issued to Spelman &
Co., Inc., its placement agent and one of the Representatives of the
Offering, 200,000 common stock purchase warrants exercisable at $2.00 per
share until December 31, 2002 and 200,000 common stock purchase warrants
exercisable at $2.50 per share until July 31, 2003.

(v) In July 1996 the Registrant issued 2,227,499 shares of its Common
Stock to John Battendieri and 22,501 shares to Casey Adams in connection
with the OFP merger.

(vi) From time to time, the Registrant has issued stock options
(currently aggregating 538,000 such stock options) to employees, officers
and directors under its 1995 Stock Option Plan.

With respect to the sales made, the Registrant relied on Section 4(2) of the
1933 Act, and/or Regulation D, Rule 506. No advertising or general solicitation
was employed in offering the securities. The securities were offered to a
limited number of individuals all of whom were accredited investors as that term
is defined under Regulation D under the 1933 Act and were experienced and
sophisticated investors capable of analyzing the merits and risks of their
investment. All such investors acknowledged in writing that they were acquiring
the securities for investment and not with a view toward distribution or resale
and understood the speculative nature of their investment. The transfer of the
securities was appropriately restricted from sale by the Registrant.

II-3

ITEM 27. EXHIBITS.

EXHIBIT NO. TITLE
- ------------- ------------------------------------------------------------------------------------------------

1.01 Form of Underwriting Agreement

1.02 Form of Selected Dealer Agreement

1.03 Form of Representatives' Warrant

3.01 Articles of Incorporation of the Registrant, as amended

3.02 Bylaws of the Registrant

5.01 Opinion of Gary A. Agron, regarding legality of the Common Stock (includes Consent)

10.01 1995 Employee Stock Option Plan

10.02 Office and Warehouse Lease (Morgan Hill, California)

10.03 Employment Agreement with Mr. Hill

10.04 Employment Agreement with Mr. Battendieri

10.05 Merger Agreement between the Registrant (Garden Valley Naturals, Inc.) and Organic Food
Products, Inc.

11.01 Computation of Earnings Per Share

23.01 Consent of Semple & Cooper PLC

23.02 Consent of Gary A. Agron (See 5.01, above)

27.01 Financial Data Schedule

ITEM 28. UNDERTAKINGS.

The Registrant hereby undertakes:

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

(b) That subject to the terms and conditions of Section 13(a) of the
Securities Exchange Act of 1934, it will file with the Securities and Exchange
Commission such supplementary and periodic information, documents and reports as
may be prescribed by any rule or regulation of the Commission heretofore or
hereafter duly adopted pursuant to authority conferred in that section.

(c) That any post-effective amendment filed will comply with the applicable
forms, rules and regulations of the Commission in effect at the time such
post-effective amendment is filed.

(d) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the 1933 Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the

II-4

aggregate, represent a fundamental change in the information set forth
in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

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

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

(g) To provide to the Underwriter at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in such
names as required by the Underwriter to permit prompt delivery to each
purchaser.

II-5

SIGNATURES

Pursuant to the requirements of the 1933 Act, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form SB-2 and has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Morgan Hill, California, on March 6, 1997.

ORGANIC FOOD PRODUCTS, INC.

BY: /S/ FLOYD R. HILL
-----------------------------------------
Floyd R. Hill
CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the 1933 Act, as amended, this Registration
Statement has been signed below by the following persons on the dates indicated.

SIGNATURE TITLE DATE
- ------------------------------------------------------ --------------------------------------- ----------------

/s/ FLOYD R. HILL
------------------------------------------- Chief Executive Officer and Director March 6, 1997
Floyd R. Hill

/s/ JOHN BATTENDIERI
------------------------------------------- President and Director March 6, 1997
John Battendieri

/s/ DONALD L. LADWIG
------------------------------------------- Vice President--Marketing and Sales March 6, 1997
Donald L. Ladwig

/s/ PERRY T. VALASSIS
------------------------------------------- Chief Financial Officer and Principal March 6, 1997
Perry T. Valassis Accounting Officer

/s/ KENNETH A. STEEL, JR.
------------------------------------------- Director March 6, 1997
Kenneth A. Steel, Jr.

/s/ CHARLES B. BONNER
------------------------------------------- Director March 6, 1997
Charles B. Bonner

/s/ CHARLES R. DYER
------------------------------------------- Director March 6, 1997
Charles R. Dyer

II-6

EXHIBIT INDEX

EXHIBIT NO. TITLE
- ------------- -----------------------------------------------------------------------------------------------------

1.01 Form of Underwriting Agreement

1.02 Form of Selected Dealer Agreement

1.03 Form of Representatives' Warrant

3.01 Articles of Incorporation of the Registrant, as amended

3.02 Bylaws of the Registrant

5.01 Opinion of Gary A. Agron, regarding legality of the Common Stock (includes Consent)

10.01 1995 Employee Stock Option Plan

10.02 Office and Warehouse Lease (Morgan Hill, California)

10.03 Employment Agreement with Mr. Hill

10.04 Employment Agreement with Mr. Battendieri

10.05 Merger Agreement between the Registrant (Garden Valley Naturals, Inc.) and Organic Food Products,
Inc.

11.01 Computation of Earnings Per Share

23.01 Consent of Semple & Cooper PLC

23.02 Consent of Gary A. Agron (See 5.01, above)

27.01 Financial Schedule