AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1998

Commission file No. 333-65465

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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INTERCORP EXCELLE INC.
(Exact Name of Registrant as Specified in Its Charter)

ONTARIO, CANADA
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(State or Other Jurisdiction of Incorporation or Organization)

N/A
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(I.R.S. Employer Identification No.)

1880 ORMONT DRIVE, TORONTO, ONTARIO, CANADA, M9L2V4
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(Address, including Zip Code, of Principal Executive Offices)

1997 STOCK OPTION PLAN
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(Full Titles of the Plans)

Copies To:

ARNOLD UNGER JAY M. KAPLOWITZ, ESQ.
CHIEF EXECUTIVE OFFICER ARTHUR S. MARCUS, ESQ.
Intercorp Excelle Inc. Gersten, Savage, Kaplowitz & Fredericks, LLP
1880 Ormont Drive 101 East 52nd Street
Toronto, Ontario M9L2V4 Canada New York, New York 10022
(416) 744-2124 (212) 752-9700

If any of the shares being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box /x/

CALCULATION OF REGISTRATION FEE

- ------------------- -------------- ---------------- ----------------- ----------------
Proposed Proposed
Maximum Maximum
Title of Securities Amount Being Offering Price Aggregate Amount of
To Be Registered Registered(2) Per Security Offering Price Registration Fee
- ------------------- -------------- ---------------- ----------------- ----------------

Common Shares,
no par value 500,000 $5.50 $2,750,000 $811.25(1)
- ------------------- -------------- ---------------- ----------------- ----------------

- ----------------
(1) Previously paid with Filing of Form S-8 on October 8, 1998.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 filed with the Securities and Exchange Commission (the "Commission")
on October 8, 1998 relates to the registration of an aggregate of 500,000
shares of Common Stock issuable upon the exercise of options granted or
eligible for grant under the Company's 1997 Stock Option Plan. Pursuant to
General Instruction C of Form S-8, this Registration Statement contains a
Prospectus prepared in accordance with the requirements of Form S-8 and Rule
424(b) of the Securities Act of 1933, as amended, relating to the reoffering
of up to 32,500 shares issuable upon exercise of stock options granted or to
be granted under the Plans by the holders of such options (the "Selling
Shareholders"). No other changes to the Registration Statement previously
filed with the Commission on October 8, 1998, File No. 333-65465, are being
made and Parts I and II of the Registration Statement are incorporated here
by reference.

iii

PROSPECTUS

INTERCORP EXCELLE INC.

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32,500 SHARES OF COMMON STOCK
NO PAR VALUE

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This Prospectus relates to the resale of 32,500 shares (the "Shares") by
certain selling shareholders ( Selling Shareholders ) of the common stock no par
value (the "Common Stock"), of Intercorp Excelle Inc. (the "Company") issued
upon exercise of certain options (the "Option Shares"), as set forth herein, by
employees, directors and consultants to the Company pursuant to the Company s
1997 Stock Option Plan (the "Stock Option Plans") (the "Option Shares" issuable
upon exercise of such option shall hereinafter be alternatively known as the
"shares"). All of the Securities are being issued pursuant to the Stock Option
Plan. The Company has been advised by the Selling Shareholders that they may
sell all or a portion of the shares from time to time in the over-the-counter
market, in negotiated transactions, directly or through brokers or otherwise,
and that such Shares will be sold at market prices prevailing at the time of
such sales or at negotiated prices, and the Company will not receive any
proceeds from such sales. The Company may receive proceeds from any exercise of
options granted pursuant to the Stock Option Plans.

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

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED OR
INCORPORATED BY REFERENCE HEREIN AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THE INFORMATION HEREIN SINCE THE
DATE HEREOF. SEE "RISK FACTORS."

---------------------------------------
The date of this Prospectus is October 16, 1998

The Shares that may be offered from time to time by Selling Shareholders
may be sold through ordinary brokerage transactions in the over-the-counter
market, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated prices.

The Selling Shareholders each may be deemed to be "an underwriter", as
defined in the Securities Act of 1933 (the "Securities Act"). If any
broker-dealers are used by the Selling Shareholders,

any commissions paid to broker-dealers and, if broker-dealers purchase any
shares of Common Stock as principals, any profits received by such
broker-dealers on the resales of the shares of Common Stock may be deemed to be
underwriting discounts or commissions under the Securities Act. In addition, any
profits realized by the Selling Shareholders may be deemed to be underwriting
commissions. All costs, expenses and fees in connection with the registration of
the shares offered by the Shareholders will be borne by the Company. All
brokerage commissions, if any, attributable to the sale of the shares offered by
the Selling Shareholders will be borne by the Selling Shareholders. See "SELLING
SHAREHOLDERS" and "PLAN OF DISTRIBUTION."

No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offer
contained in this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. 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. This Prospectus does not
constitute an offer to sell or a solicitation by anyone in any jurisdiction in
which, such offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation.

Under the Securities Exchange Act of 1934 (the "Exchange Act") and the
regulations thereunder, any person engaged in a distribution of the shares
offered by this Prospectus may not simultaneously engage in market-making
activities with respect to shares of the Common Stock during the applicable
"cooling off" period (one or five days) prior to the commencement of such
distribution. In addition, and without limiting the foregoing, the Selling
Shareholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including, without limitation, Regulation
M, in connection with transactions in the shares, which provisions may limit the
timing of purchases and sales of the shares by the Selling Shareholders.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") as applied for foreign issuers and in
accordance therewith files reports and other information with the Commission.
Such reports, proxy statements, registration statements and other information
can be examined without charge at the public reference section maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and, upon payment
of the fees prescribed by the Commission, copies may be obtained therefrom and
at certain of the Commission's Regional Offices located at 7 World Trade Center,
New York, New York 10048; 5757 Wilshire Boulevard, Los Angeles, California
90024; and 500 West Madison Street, Northeastern Atrium Center, Suite 1400,
Chicago, Illinois 60661-2511.

The Company's Common Stock is quoted on The Nasdaq SmallCap Market
("NASDAQ"). Reports, proxy statements, information statements, and other
information concerning the Company can be inspected at the office of the
National Association of Securities Dealers, Inc., located at 1735 K Street,
N.W., Washington, DC 20006.

This Prospectus is part of the Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933 (the "Securities Act") which the Company has filed with
the Commission for the registration of the shares offered by this Prospectus.
This Prospectus does not contain all of the information set forth in the
Registration Statement, as amended, and the exhibits and schedules thereto. For
further information with respect to the Company, references is hereby made to
such Registration Statement, exhibits and schedules, which may be obtained from
the Commission's principal office in Washington, D.C., upon payment of the fees
prescribed by the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Intercorp Excelle Inc. (the "Company")
with the Commission are incorporated herein by reference:

(1) The Company's Prospectus filed October 10, 1997 filed under Rule
424(b) (File No. 333-7202.

(2) The Company's Annual Report on Form 10-KSB for the Year Ended
January 31, 1998.

(3) The Company's Proxy Statement on Form 14A filed on June 1, 1998.

(4) The Company's Quarterly Reports on Form 10-QSB for the Quarter Ended
April 30, 1998 and the Quarter Ended July 31, 1998.

In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the shares offered hereunder have been sold or
deregistering all shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement, as amended, and to be
part hereof from the date of filing of such documents.

Any statement contained in a document incorporated by reference in this
Registration Statement, as amended, shall be deemed to be modified or superseded
for purposes of this Registration Statement, as amended, to the extent that a
statement contained herein or in any subsequently filed

document that is also incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement, as amended. All information appearing in this Registration
Statement, as amended, is qualified in its entirety by the information and
financial statements (including notes thereto) appearing in the documents
incorporated herein by reference, except to the extent set forth in the
immediately preceding statement.

The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the oral or written request of
such person, a copy of any document incorporated in this Registration Statement,
as amended, by reference, except exhibits to such documents. Requests for such
information should be directed to Intercorp Excelle Inc., 1880 Ormont Drive,
Toronto, Ontario M9L2V4 Canada, (416) 744-2124

THE COMPANY

PRODUCTS

The Company manufactures markets and distributes over 200 products
including salad dressings, dips, sauces, marinades and mayonnaise. The salad
dressings are marketed throughout Canada and in some regions of the United
States. The Company distributes a line of gourmet salad dressings to
supermarkets, gourmet stores and specialty shops, primarily in Canada, under the
name "Renee's Gourmet-TM-" Salad dressings, dips, sauces, marinades and
mayonnaise are also distributed under the brand name "Excelle" and under private
labels for both retail and food service establishments, including supermarkets,
restaurants, hotels, hospitals, schools and other institutional cafeterias
throughout Canada. The private labels are sold under one of such names or the
supermarkets' own name. The Company's private labels include Shaw's, Sobey's,
President's Choice for Loblaw Companies, Master Choice for A&P and Wegman's.

All of the products in the Renee's GourmetTM line are made primarily from
natural ingredients and are preservative and MSG free, as well as being low in
sodium. Certain of the Company's products are also designed to serve certain
specific health conscience markets. For example, the Company markets products
which are made without milk, sugars or vegetable oils for consumers who are
lactose intolerant, diabetics or allergy-prone. The Renee's line includes Ranch,
Caesar, Chunky Blue Cheese and Might Caesar, as well as more exotic flavors such
as Poppy Seed and Greek Feta. Renee's has the largest market share of any
refrigerated salad dressing in Canada, according to recent AC Nielsen reports.

The Company also distributes a line of low fat dressing "Renee's Gourmet
Naturally Light-TM-" intended for the growing diet and health conscience market.
The low-fat line includes Country Ranch, Ravin' Raspberry Vinegrette,
Mediterranean Vinegrette, Roasted Red Pepper, Spring Herb Garlic Vinegrette and
Jazzy Blue Cheese. During the summer of this year, management successfully
launched an extension of the Renee's Gourmet line which includes low-fat meat
marinades and dipping sauces.

Excelle products are made from premium ingredients. The Company produces
many salad dressings, dips, sauces, marinades and mayonnaise, including sauces
such as Peanut Sauce,

Hickory Sauce and Wing Sauces. The Company markets these products to
supermarkets under the Excelle label as well as the supermarkets' own brand
under private label arrangements.

The Company also makes exclusive specialty dressings for restaurants under
their own names. Such dressings are made for Kentucky Fried Chicken, East Side
Mario's, Druxy's, and other restaurants.

The Company's products are sold to supermarkets in a variety of bottle
sizes and in one gallon containers and individual portion cups and pouches for
food service establishments. The salad dressings are sold in the produce section
of supermarkets and require refrigeration. Management believes that this is an
advantage because fewer competing products are generally sold in the produce
section and because such products naturally complement lettuce and other
vegetables. The dressings have a four to six month refrigerated shelf life.

The Company adheres to strict quality standards and uses fresh, natural
ingredients. The Company attracts customers by providing salad dressings, sauces
and other products which have unusual combinations of flavors and taste ranges,
which are not offered by competitors, and because of its focus on healthy
products.

MANUFACTURING

The Company manufactures its salad dressings and other products at its
Toronto, Ontario facility. The Company utilizes an integrated assembly process
and packaging line for its products which mixes the ingredients, bottles the
dressings, adds the appropriate labels and seals the bottles for consumer
protection. Because no preservatives are added to the salad dressings, they are
refrigerated on-site immediately and remain refrigerated through their shipping
and storage, until they are disseminated to various supermarkets, gourmet stores
or food service providers.

The Company currently produces 400,000 to 500,000 pounds of its products
per week utilizing 33% of its manufacturing capacity. There are two complete
production lines that run all of the bottled products. In addition, the Company
has a one gallon line for food service and the capability to produce one and two
quart pouches, one to three ounce portion packs, drums and large totes.

The Company purchases the ingredients for its products from a variety of
sources, focusing on the freshest possible sources. These ingredients include
vegetables, milk, eggs and a variety of seasonings. The availability of
vegetables and other raw materials necessary for the manufacture of the
Company's products and the price of many of such materials are factors over
which the Company has little or no control except that the Company purchases
certain ingredients such as canola oil and sugar on a fixed price basis over a
set time period to avoid extreme price increases.

ADVERTISING, MARKETING AND DISTRIBUTION

Management believes, based on the number of grocery stores chains and
gourmet stores that carry its products, that the Renee's Gourmet-TM- line and
the Excelle line are available in over 1,500 retail outlets.

The Company utilizes its own marketing department as well as independent
marketing agencies and brokers. The independent brokers generally are
individuals and/or companies with well established connections to grocery and
gourmet food stores, as well as other food service establishments including
restaurants, hotels, hospitals, etc. The brokers receive a commission that
ranges between 2% for sales of private label products and 5% for sales of
products from the Renee's GourmetTM Line and the Excelle line. Brokers each
receive a territory and are responsible to ensure that each product is properly
code-dated and shelved.

The Company's customer base is divided among retail and private label
customers, and food service establishments.

The Company markets and advertises all of its products through a
combination of in-store demonstrations and promotional ads on racks, signs,
inside displays, national magazine ads, radio commercials, coupon circulars and
food shows. The Company uses outside agencies in addition to its in-house
marketing department. The Company's employees and its outside agencies conduct
sales demonstrations and distribute point of sale materials, as well as develop
custom labels and designs for new Renee's GourmetJ product launches.

The Company has been very successful marketing its products including those
sold under private label agreements, and hopes to continue to meet the
reputation that it believes it has gained in the industry for its quality
private label products and services. The Company intends to aggressively pursue
the United States market.

COMPETITION

The salad dressing market is highly competitive. The Company competes with
refrigerated dressings as well as shelf-stable products. Outside the
refrigerated sector of the industry, Kraft, Select and Hidden Valley remain
large competitors in the retail sector. While the Company does produce
shelf-stable products under the Excelle label and for private labels, it is not
a significant competitor in this area.

The Company's Renee's Gourmet-TM- brand products and Excelle products
compete with other larger and better capitalized food companies that manufacture
refrigerated dressings. The larger competitors who also place their products in
the refrigerated produce or dairy sections in the United States include Marie's
brand salad dressings, T. Marzetti's, and Naturally Fresh, which three comprise
over 70% of the United States market. The Company believes that its competitive
standing in the refrigerated section in Canada is maintained by its ability to
respond quicker and more individually to customers' needs than its larger
competitors.

The primary food service section competitors that the Company faces in
Canada are Kraft, Select, Hellmann's and Richardson's. These companies also
produce specialty dressings for restaurants.

The Company believes that it holds a competitive advantage because its
products are made utilizing primarily natural ingredients and are beneficial to
those who have health concerns, including those who are lactose intolerant,
diabetic, weight conscious or allergy-prone. The Company

also believes that its products are attractive to those who desire a flavorful
variety of tastes and enjoy different and unusual blends of ingredients. The
Company believes that these qualities will enable it to penetrate the United
States market. Management emphasizes the versatility of each product as a
dressing, dip, sauce, spread or marinade.

NEW PRODUCT DEVELOPMENT

The Company is constantly evaluating potential new products in order to
expand its line of products. The Company is reformulating recipes to develop new
flavors. The Company recently developed the Renee's Gourmet Naturally LightTM
line which is low in fat and calories to appeal to the growing weight and health
conscious market. The Company is currently launching Renee's GourmetTM brand
marinades and meat sauces. In addition, the Company intends to make
acquisitions of complementary companies or purchase the rights to distribute or
manufacture synergistic lines.

EMPLOYEES

As of September 30, 1998, the Company employs 54 persons, which includes 3
senior executives, 11 managers, 14 support staff and 26 full-time non-unionized
hourly laborers. The Company has no unionized employees and believes that its
relationship with its employees is good.

PATENTS AND TRADEMARKS

The Company holds trademarks in Canada on, and is seeking trademark
registration in the United States for, both "Renee's GourmetTM" and "Renee's
Gourmet Naturally LightTM". The Company believes that its trademarks have
significant value and are an important factor in the marketing of its products.
The Company does not hold any patents on its recipes or manufacturing processes.
Management believes that it provides better protection of its recipes and its
market position from competitors by not patenting them, thereby keeping them
secret. Management also believes that its unique modifications and improvements
of its manufacturing processes are more appropriately protected by remaining a
trade secret rather than applying for a patent. The Company requires all of its
employees to execute confidentiality agreements.

LEGAL PROCEEDINGS

The Company has one claim against it from a former employee that was filed
in March, 1997 alleging wrongful termination. The suit which has been brought in
the Ontario Court (General Division) seeks total damages of $30,000, plus
interest. The Company believes that it has a meritorious defense and is
vigorously contesting the action to have the claim dismissed. The Company is not
aware of any other material legal proceedings now pending or threatened against
the Company.

DESCRIPTION OF PROPERTY

The Company owns a 75,000 square foot facility located in Toronto, Ontario.
This plant houses the Company's complete production facilities, warehouse, two
large coolers for storage, a research and development department which includes
a full lab, shipping and receiving department, order desk, customer service
department and executive offices. Management believes that this space is
adequate for its production needs in the foreseeable future, as this facility
operates only 33% of its capacity.

RISK FACTORS

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.
BEFORE MAKING AN INVESTMENT IN THE COMPANY, PROSPECTIVE PURCHASERS OF THE COMMON
STOCK OFFERED HEREIN SHOULD GIVE CAREFUL CONSIDERATION TO THE FOLLOWING RISK
FACTORS AFFECTING THE BUSINESS OF THE COMPANY AND ITS SECURITIES, TOGETHER WITH
OTHER INFORMATION IN THIS PROSPECTUS.

1. COMPETITION. The Company's business is subject to significant
competition. The refrigerated salad dressing market is highly competitive.
Outside the refrigerated sector of the industry, Kraft, Select, Hidden Valley
and Weight Watcher's are large competitors in the retail sector. The Company is
not a significant competitor in the shelf-stable sector of the industry. The
primary food service sector competitors that the Company faces are also Kraft,
Select, Hellmann's and Richardson's.

The Company's Renee's GourmetTM brand products compete with other larger
and better capitalized food companies that manufacture refrigerated dressings.
The larger competitors who also place their products in the refrigerated produce
or dairy sections in the United States include Dean's Foods which distributes
Marie's brand salad dressings, T. Marzetti's, an independent manufacturer, and
Naturally Fresh, which three companies comprise approximately 85% of the United
States market. Another significant competitor in the refrigerated section in the
United States includes Walden's.

The private label industry is also highly competitive. Manufacturers
compete on price, quality and taste and contracts are awarded based primarily on
these criterion. The Company has been successful in competing for private label
agreements with several supermarket chains and food service institutions, and
has been in fact rated number one for its quality of product and services
provided under private label agreements. There are no assurances that the
Company will continue to be able to provide prices acceptable to its customers.

There are also regional competitors that the Company competes with. Certain
of the Company's competitors have greater financial and other resources than the
Company. See "Business-Competition".

2. SECURED LOANS; EXISTENCE OF LIENS ON SIGNIFICANT PORTION OF ASSETS. A
substantial portion of the Company's assets have been pledged as security for a
credit facility with National Bank of Canada. The credit facility includes a
Cdn$1.0 million revolving demand loan, Cdn$1.7 million in non-revolving demand
loans, Cdn$350,000 U.S. currency forward contract and a Cdn$30,000 business
MasterCard. The credit facility is secured by assets of' the Company including
assignment of the Cdn$200,000 life insurance policy on Arnold Unger, the
Cdn$150,000 life insurance policy on Renee Unger, and the Company's accounts
receivable, inventory, outstanding shares of the Company's subsidiaries, and all
intangible property.

There are certain restrictions on debt to equity ratios along with other
negative and affirmative covenants. The aforementioned pledge of security makes
such assets unavailable to secure additional debt financing, which may affect
the Company's ability to borrow further in the future.

3. REGULATION. The Company is subject to various Canadian and United
States regulations relating to health and safety standards. The Company is also
responsible for adhering to environmental standards for manufacturing
facilities. Regulations in new markets and future changes in existing
regulations may adversely impact the Company by raising the cost of production
and delivery of dressings and sauces and/or by affecting the perceived
healthfulness of the Company's products. A failure to comply with one or more
regulatory requirements could result in a variety of sanctions, including fines
and the withdrawal of the Company's products from store shelves. Because the
Company sells a portion of its products in the United States, the Company must
comply with federal regulations administered by the United States Food and Drug
Administration (the "FDA") and the United States Department of Agriculture. Food
labeling regulations administered by the Secretary of Health and Human Services
through the FDA subject the Company to uniform labeling and certain other
labeling requirements for its products.

4. NEW PRODUCT DEVELOPMENT AND MARKET ACCEPTANCE. The perpetuation of the
Company's success is dependent upon continued name recognition and acceptance of
the Company's existing and new products. No assurances can be made that any or
all products will achieve or maintain consumer acceptance. The Company has been
developing new flavors and types of sauces for Renee's GourmetTM brand products
along with the Excelle brand and private labels. The Company has especially
focused on increasing its low-fat and fat-free line of dressing products since
low-fat food production is the fastest growing sector of the refrigerated
industry. There are no assurances that this trend will persist or that the
Company will have the ability to successfully introduce or market any of its new
products. Continued product development and commercialization efforts are
subject to all of the risks inherent in the development of new products. There
is no assurance that the Company will be able to develop, manufacture and
distribute new products which achieve market acceptance. See "Business".

5. EXPANSION INTO UNITED STATES AND OTHER MARKETS. The Company's sales in
the United States have been limited to private label products. The Company's
brand products do not have name recognition in the United States market. The
Company's strategy is to penetrate into the U.S. market and to introduce its
brand products into other markets. The U.S. market for refrigerated dressings is
highly competitive. In order to penetrate the U.S. and other markets, the
Company will have to devote significant resources to advertising and marketing
in such countries in order to develop consumer awareness of its products and to
procure sufficient shelf space for its products. There can be no assurance that
the Company will be successful in its efforts.

6. LIMITED SHELF-SPACE. The Company's products require refrigeration and
are primarily marketed in the produce section where there is substantial
competition for limited shelf-space. There is no assurance that the Company will
be able to acquire additional shelf-space for its products or maintain its
current space. In order to receive shelf-space, the Company often offers
discounted initial product shipments, advertising allowances or cash. No
assurances may be given that the Company will be able to continue to pay these
expenses.

7. RAW MATERIAL SHORTAGE. The availability and favorable pricing of fresh
ingredients for the manufacture of salad dressings, dips, marinades and
mayonnaise are factors that the Company cannot control. If the Company cannot
be supplied with the raw materials necessary and at favorable prices, the
Company could be adversely affected by having to discontinue certain flavors,
substitute traditional

ingredients for others and/or raise prices. Alteration of products may affect
consumer choices and sales and may have a materially adverse effect on the
Company's business.

8. LACK OF PATENT PROTECTION FOR MANUFACTURING PROCESSES OR RECIPES. The
Company holds no patents on either its manufacturing processes or recipes.
Management believes that it provides better protection of its recipes from
competitors by not patenting them, thereby keeping them secret. No assurances
can be made that any of the recipes or the manufacturing process would satisfy
the requirements for a patent, or if a patent were issued, that it would be
enforceable.

9. SEASONALITY. The Company's business, particularly its retail branded
dressing segment, is subject to the seasonal variations of the refrigerated
salad dressing industry that revolve around the prime produce season in the
spring and summer months. Beginning in March through May, the Company increases
its production and sales of goods. The Company also experiences surges in sales
during November and December. The seasonality of its business has been
substantially decreased as a result of the Company's increase in the food
service segment, private label business and non-salad dressing products such as
sauces, which is consistent throughout the year.

10. DEPENDENCE ON KEY PERSONNEL. The Company's future success will depend
to a significant extent on the efforts of key management personnel, including
Renee Unger, its President, Arnie Unger, its Chief Executive Officer, and other
key personnel. The Company is in the process of entering into employment
agreements with Arnold Unger and Renee Unger and other key employees. The loss
of one or more of these key employees could have a material adverse effect on
the Company's business. The Company maintains key-man life insurance policies in
an amount of $240,000 for Arnold Unger and Renee Unger and may acquire it for
other key employees. In addition, the Company believes that its future success
will depend in large part upon its continued ability to attract and retain
highly qualified management, technical and sales personnel. There can be no
assurance that the Company will be able to attract and retain the qualified
personnel necessary for its business.

11. CONTROL BY EXISTING SHAREHOLDERS. Upon the completion of this
Offering, the Company's management will collectively beneficially own 73% of
the Company's outstanding Common Stock. Because of their beneficial stock
ownership, these stockholders will be in a position to continue to elect the
majority members of the Board of Directors and decide matters requiring
stockholder approval. See "Principal and Selling Shareholders".

12. PRODUCT LIABILITY CLAIMS. Although the Company has not been subject
to future any claims for product liability, the Company could be subject to
future product liability claims in connection with the food products that it
sells. As the Company expands its food products lines and distributes more
products into the marketplace, the Company's exposure to such potential
liability will also increase. The Company currently maintains product liability
insurance in the amount of Cdn$2,000,000 ($50,000 limit for product recall),
however, this policy only covers certain claims and the cost of legal fees
involved in the defense of such claims which are either covered under the policy
or alleged in such manner as to invoke the insurer's duty to defend the Company.
There is no assurance that such coverage would be adequate in terms and scope to
protect the Company in the event of a successful product liability claim. No
assurance can be given that the Company will be able to maintain the existing
coverage or obtain additional coverage at commercially reasonable rates. To the
extent product liability losses are beyond the limits or scope of

the Company's insurance coverage, the Company could experience a materially
adverse effect upon its business, operations, profitability, and assets.

13. FREIGHT AND TRANSPORTATION. The Company is dependent on independent
freight haulers to ship the Company's products to distribution facilities. The
ability of the Company to control its transportation and freight expenses is a
significant factor in the Company's gross profit margin. There is no assurance
that the Company will be able to maintain acceptable freight and transportation
pricing and arrangements. Furthermore, a labor slowdown, strike or other matters
beyond management's control may adversely affect the Company's ability to ship
its products on a timely basis or at all. See "Business".

14. NO PRIOR PUBLIC MARKET. Prior to the Company's Initial Public
Offering on October 9, 1997, there had been no public market for the Common
Stock. Accordingly, there can be no assurance that an active trading market will
be sustained. The stock market has, from time to time, experienced extreme price
and volume fluctuations which often have been unrelated to the operating
performance of particular companies. Regulatory developments and economic and
other external factors, as well as period-to-period fluctuations in financial
results, may also have a significant impact on the market price of such shares.

15. APPLICATION OF PROCEEDS. The Company will not receive any proceeds
from the Selling Shareholder's sale of shares, although the Company would
receive proceeds from any exercise of Options. Any proceeds from such exercise
would be applied to working capital. See "Use of Proceeds".

16. NEED FOR ADDITIONAL FINANCING. A part of the Company's strategy is to
acquire companies with related and complementary businesses, although the
Company has not presently identified any specific acquisitions. The continued
expansion and operation of the Company's business and its ability to make
acquisitions may be dependent upon its ability to obtain additional financing.
There can be no assurance that additional financing will be available on terms
acceptable to the Company, or at all. In the event that the Company is unable to
obtain such additional financing as it becomes necessary, the Company may not be
able to achieve all of its business plans.

17. SHARES ELIGIBLE FOR FUTURE SALE. The 500,000 Shares pursuant to this
Offering may be immediately traded. Of the 4,110,000 outstanding shares in the
Company 2,835,000 shares are "restricted shares" and are owned by "affiliates"
of the Company as those terms are defined in Rule 144 promulgated under the Act.
Absent registration under the Act, the sale of such shares is subject to
Rule 144, as promulgated under the Act. All of the outstanding common shares are
freely tradable or otherwise eligible for resale under Rule 144. In general,
under Rule 144, subject to the satisfaction of certain other conditions, a
person, including an affiliate of the Company, who has beneficially owned
restricted shares for at least one year is permitted to sell in a brokerage
transaction, within any three-month period, a number of shares that does not
exceed the greater of 1% of the total number of outstanding shares of the same
class, or if the Common Stock is quoted on Nasdaq or a stock exchange, the
average weekly trading volume during the four calendar weeks preceding the sale.
Rule 144 also permits a person who presently is not and who has not been an
affiliate of the Company for at least three months immediately preceding the
sale and who has beneficially owned the shares of Common Stock for at least two
years to sell such shares without regard to any of the volume limitations as
described above. Holders of 2,835,000 shares of Common Stock are affiliates of
the Company. All of the Company's shareholders who are affiliates have agreed
not to sell or otherwise dispose of any of their shares of Common Stock other
than shares issuable upon the exercise of options now owned or issuable upon the
exercise of any option for a period of 18 months from October

9, 1997, without the prior written consent of the representative of the
Company's Initial Public Offering and which consent would not be unreasonably
withheld. No prediction can be made as to the effect, if any, that sales of
shares of Common Stock or the availability of such shares for sale will have on
the market prices of the Company's shares prevailing from time to time. The
possibility that substantial amounts of Common Stock may be sold under Rule 144
into the public market may adversely affect prevailing market prices for the
Common Stock and Warrants and could impair the Company's ability to raise
capital in the future through the sale of equity shares.

18. NO DIVIDENDS AND NONE ANTICIPATED. To date, no dividends have been
declared or paid on the Common Stock, and the Company does not anticipate
declaring or paying any dividends in the foreseeable future, but rather intends
to reinvest profits, if any, in its business. Investors should, therefore, be
aware that it is unlikely that any dividends will be paid on the Common Stock in
the foreseeable future.

19. NASDAQ ELIGIBILITY AND MAINTENANCE REQUIREMENTS; POSSIBLE DELISTING OF
COMMON STOCK FROM NASDAQ SMALLCAP MARKET. There is no assurance that a public
trading market for the Company's shares will be sustained. The Commission has
recently approved new rules imposing criteria for listing of shares on the
Nasdaq SmallCap Market, including standards for maintenance of such listing. In
order to qualify for initial quotation of securities on the Nasdaq SmallCap
Market, an issuer, among other things, must have at least $4,000,000 in net
tangible assets, $3,000,000 in market value of the public float and a minimum
bid price of $5.00 per share. For continued listing, an issuer, among other
things, must have $1,000,000 in net tangible assets, $1,000,000 in market value
of securities in the public float and a minimum bid price of $1.00 per share. If
the Company is unable to satisfy the Nasdaq SmallCap Market's maintenance
criteria in the future, its Common Stock may be delisted from the Nasdaq
SmallCap Market. In such event, trading, if any, in the Company's Common Stock,
would thereafter be conducted in the over-the-counter market in the so-called
"pink sheets" or the NASD's "Electronic Bulletin Board." As a consequence of
such delisting, an investor would likely find it more difficult to dispose of,
or to obtain quotations as to, the price of the Company's Common Stock.

20. PENNY STOCK REGULATION. In the event that the Company is unable to
satisfy the maintenance requirements for the Nasdaq SmallCap Market and its
Common Stock falls below the minimum bid price of $5.00 per share for the
initial quotation, trading would be conducted on the "pink sheets" or the NASD's
Electronic Bulletin Board. In the absence of the Common Stock being quoted on
Nasdaq, or listed on an exchange, trading in the Common Stock would be covered
by Rule 15g-9 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") if the Common Stock is a "penny stock." Under such rule,
broker-dealers who recommend such securities to persons other than established
customers and accredited investors must make a special written suitability
determination for the purchaser and receive the purchaser's written agreement to
a transaction prior to sale. Securities are exempt from this rule if the market
price is at least $5.00 per share.

The Commission adopted regulations that generally define a penny stock to
be any equity security that has a market price of less than $5.00 per share,
subject to certain exceptions. Such exceptions include an equity security listed
on Nasdaq, and an equity security issued by an issuer that has (i) net tangible
assets of at least $2,000,000, if such issuer has been in continuous operation
for three years, (ii) net tangible assets of at least $5,000,000, if such issuer
has been in continuous operation for less than three years, or (iii) average
revenue of at least $6,000,000 for the preceding three years. Unless an
exception is

available, the regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.

If the Company's Common Stock were to become subject to the regulations
applicable to penny stocks, the market liquidity for the Common Stock would be
severely affected, limiting the ability of broker-dealers to sell the Common
Stock and the ability of purchasers in this Offering to sell their Common Stock
in the secondary market. There is no assurance that trading in the Common Stock
will not be subject to these or other regulations that would adversely affect
the market for such securities.

USE OF PROCEEDS

The Company will not receive any proceeds from the Selling Stockholder's
sale of shares, although the Company would receive proceeds from any exercise of
Options. Any proceeds from such exercise would be applied to working capital.

MATERIAL CHANGES

There have been no material changes since the filing of the Company's Form
10-KSB for the Year Ended January 31, 1997 and which have not been described on
Form 10-QSB.

PRINCIPAL AND SELLING SHAREHOLDERS

The Selling Shareholders acquired the shares in connection with the 1997
Stock Option Plan.

The following table sets forth certain information, as of the date hereof,
and as adjusted to give effect to the sale of 32,500 shares by the Selling
Shareholders, with respect to the beneficial ownership of the Common Stock by
each beneficial owner of more than 5% of the outstanding shares thereof, by each
director, each nominee to become a director and each executive executive officer
and by all executive officers, directors and nominees to become directors of the
Company as a group, both before and after giving effect to the Offering. Each of
the Selling Shareholders are executive officers or directors of the Company or
are related to such executive officers or directors. Arnold Unger is the Chief
Executive Officer and Co-Chairman of the Board, Renee Unger is the President and
Co-Chairman of the Board, Fred Burke is Chief Financial Officer, Chief Operating
Officer and a Director, Lori Gutmann is Manager of Retail Marketing and Sales
and a Director, and Alysse Unger is Manager of Private Label Marketing and a
Director. Lori Gutmann, Alysse Unger and Karen Unger are daughters of Arnold
Unger and Renee Unger.

- ---------------------------- -------------- -------------- -------------- ------------------- --------------
NO. OF SHARES NO. OF SHARES
NO. OF SHARES BENEFICIALLY PERCENT OF BENEFICIALLY OWNED PERCENT AFTER
NAME (1) BEING SOLD OWNED TOTAL SHARES AFTER OFFERING OFFERING
- ---------------------------- -------------- -------------- -------------- ------------------- --------------

Arnold Unger(2) 7,500 1,800,248 43.8% 1,792,748 43.6%
- ---------------------------- -------------- -------------- -------------- ------------------- --------------
Renee Unger(3) 7,500 1,844,752 44.9% 1,837,252 44.7%
- ---------------------------- -------------- -------------- -------------- ------------------- --------------
Fred Burke(4) 7,500 50,000 * 42,500 *
- ---------------------------- -------------- -------------- -------------- ------------------- --------------

- ---------------------------- -------------- -------------- -------------- ------------------- --------------
Lori Gutman(5)(7) 5,000 25,000 * 20,000 *
- ---------------------------- -------------- -------------- -------------- ------------------- --------------
Alysse Unger(5)(7) 5,000 25,000 * 20,000 *
- ---------------------------- -------------- -------------- -------------- ------------------- --------------
Karen Unger(5) 0 0 0 0 0
- ---------------------------- -------------- -------------- -------------- ------------------- --------------
The Unger Family Trust(6) 0 710,000 17.3% 710,000 17.3%
- ---------------------------- -------------- -------------- -------------- ------------------- --------------
John Rothschild(7) 0 2,000 0 2,000 0
- ---------------------------- -------------- -------------- -------------- ------------------- --------------
Taketo Murata(7) 0 2,000 0 2,000 0
- ---------------------------- -------------- -------------- -------------- ------------------- --------------
All Executive Officers
and Directors as a Group 32,500 3,039,000 73.9% 3,006,500 73.2%
- ---------------------------- -------------- -------------- -------------- ------------------- --------------

* Less than 1%

(1) Unless otherwise indicated, the address is c/o Intercorp Excelle Inc., 1880
Ormont Drive, Toronto, Ontario, Canada M9L 2V4

(2) Includes 35,000 shares of Common Stock issuable upon exercise of the stock
options granted under the 1997 Stock Option Plan which are immediately
exercisable and 15,000 shares of Common Stock issuable upon exercise of
stock options which are exercisable within 60 days. See "Management--Stock
Option Plan". Includes 213,235 shares of Common Stock owned by 1239414
Ontario Inc. of which Arnold Unger is the sole shareholder.

(3) Includes 35,000 shares of Common Stock issuable upon exercise of the stock
options granted under the 1997 Stock Option Plan which are immediately
exercisable exercisable and 15,000 shares of Common Stock issuable upon
exercise of stock options which are exercisable within 60 days. See
"Management--Stock Option Plan". Includes 85,294 shares of Common Stock
owned by 1239415 Ontario Inc. of which Renee Unger is the sole shareholder.

(4) Includes 35,000 shares of Common Stock issuable upon exercise of the stock
options granted under the 1997 Stock Option Plan which are immediately
exercisable exercisable and 15,000 shares of Common Stock issuable upon
exercise of stock options which are exercisable within 60 days. See
"Management--Stock Option Plan".

(5) The Unger Family Trust owns 710,000 shares of Common Stock held in trust
for the benefit of Lori Gutmann, Alysse Unger and Karen Unger. Arnold Unger
and Renee Unger are trustees of The Unger Family Trust. Under the terms of
the trust instrument, the trustees have the power to vote the shares.

(6) Includes 710,000 shares held by The Unger Family Trust. Arnold Unger and
Renee Unger are trustees of The Unger Family Trust, which owns 710,000
shares of Common Stock held in trust for the benefit of Lori Gutmann,
Alysse Unger and Karen Unger. Under the terms of the trust instrument, the
trustees have the

power to vote the shares. Of the 710,000 shares owned by the trust, 529,250
shares of Common Stock are owned by 1239416 Ontario Inc. of which The Unger
Family Trust is the sole shareholder.

(7) Represents shares of Common Stock issuable upon exercise of stock options.

DESCRIPTION OF SECURITIES

The total authorized capital stock of the Company consists of an unlimited
number of shares of Common Stock, with no par value, and unlimited number of
Preferred Stock, with no par value per share. The following descriptions contain
all material terms and features of the Securities of the Company, are qualified
in all respects by reference to the Articles of Incorporation and By laws of the
Company, copies of which are on file with the Commission.

COMMON STOCK

The Company is authorized to issue an unlimited number of shares of Common
Stock, no par value per share, of which as of the date of this Prospectus
4,107,500 shares of Common Stock are outstanding, not including the Shares
offered herein.

The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of shareholders. Holders of Common
Stock are entitled to receive ratably dividends as may be declared by the board
of directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, holders of the Common
Stock are entitled to share ratably in all assets remaining, if any, 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.

Pursuant to the Business Corporation Act, Ontario ("BCA"), a shareholder of
an Ontario Corporation has the right to have the corporation pay the shareholder
the fair market value for his shares of the corporation in the event such
shareholder dissents to certain actions taken by the corporation such as
amalgamation or the sale of all or substantially all of the assets of the
corporation and such shareholder follows the procedures set forth in the BCA.

WARRANTS

Common Stock Purchase Warrants ("Warrants") have been issued pursuant to a
Warrant Agreement between the Company and Continental Stock Transfer & Trust
Company (the "Transfer and Warrant Agent") and are in registered form. Each
Warrant entitles its holder to purchase, during the four year period one share
of Common Stock at an exercise price of $6.00 per share, subject to adjustment
in accordance with the anti-dilution and other provision referred to below.

The Warrants may be redeemed by the Company at any time (or earlier with
the consent of the Representative) and prior to their expiration, at a
redemption price of $.10 per Warrant, on not less than 30 days' prior written
notice to the holders of such Warrants, provided that the closing bid price of
the Common Stock if traded on the Nasdaq SmallCap Market, or the last sale price
per share of the Common Stock, if listed on the Nasdaq National Market or on a
national exchange, is at least 150% ($9.00 per share, subject to adjustment) of
the exercise price of the Warrants for a period of 20 consecutive business days

ending on the third day prior to the date the notice of redemption is given.
Holders of Warrants shall have exercise rights until the close of the business
day preceding the date fixed for redemption.

The exercise price and the number of shares of Common Stock purchasable
upon the exercise of the Warrants are subject to adjustment upon the occurrence
of certain events, including stock dividends, stock splits, combinations or
classification of the Common Stock. The Warrants do not confer upon holders any
voting or any other rights of shareholders of the Company.

No Warrant will be exercisable unless at the time of exercise the Company
has filed with the Commission a current prospectus covering the issuance of
Common Stock issuable upon the exercise of the Warrant and the issuance of
shares has been registered or qualified or is deemed to be exempt from
registration or qualification under the securities laws of the state of
residence of the holder of the Warrant. The Company has undertaken to use its
best efforts to maintain a current prospectus relating to the issuance of shares
of Common Stock upon the exercise of the Warrants until the expiration of the
Warrants, subject to the terms of the Warrant Agreement. While it is the
Company's intention to maintain a current prospectus, there is no assurance that
it will be able to do so. See "Risk Factors ".

PREFERRED STOCK

The Company's Articles of Incorporation authorize the issuance of an
unlimited number of shares of Preferred Stock with designations, rights and
preferences determined from time to time by its Board of Directors. Accordingly,
the Company's Board of Directors is empowered, without stockholder approval, to
issue Preferred Stock with dividend, liquidation, conversion, or other rights
that could adversely affect the rights of the holders of the Common Stock.
Although the Company has no present intention to issue any shares of its
Preferred Stock, there can be no assurance that it will not do so in the future.

BRIDGE WARRANTS

In May 1997 the Company issued an aggregate of 175,000 Warrants (the
"Bridge Warrants"). The Bridge Warrants entitle the holder to purchase one share
of Common Stock for $3.75 per share for a period of four years. The Bridge
Warrants are redeemable by the Company at $.10 per Warrant in the event the
Company does not complete an initial public offering of its securities by
December 31, 1997. The Bridge Warrants are exchangeable at the option of the
holder for a like number of warrants with identical terms as the Warrants.

REGISTRATION RIGHTS

The Company has granted holders of the 175,000 shares of Common Stock
purchased in connection with the Bridge Financing piggyback registration rights
with respect to certain offerings of the Company registered under the Securities
Act following the Effective Date, to the extent the inclusion of such shares is
permitted by the managing underwriter for such offering. The Company has no
present plans to file any such additional or new registration statement.

Bridge Warrants, which are restricted from public sale for at least one
year through May 22, 1998, have piggyback registration rights and may be
exchanged at the option of the warrantholder, for Warrants that are being
offered hereby, which Warrants are exercisable at $6.00 per share and will be
tradeable.

TRANSFER AGENT, REGISTRAR AND REDEEMABLE WARRANT AGENT

The transfer agent, registrar and warrant agent for the Common Stock and
Warrants is Continental Stock Transfer & Trust Company, 2 Broadway, New York,
New York 10005.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following describes the principal United States federal income tax
consequences of the purchase, ownership and disposition of the Common Stock and
the Warrants and upon the exercise, redemption or expiration of the Warrants by
a Warrant holder, that is a citizen or resident of the United States or a United
States domestic corporation or that otherwise will be subject to United States
federal income tax (a "U.S. Holder"). This summary is based on the United States
Internal Revenue Code of 1986, as amended (the "Code"), administrative
pronouncements, judicial decisions and existing and proposed Treasury
Regulations, changes to any of which subsequent to the date of this Prospectus
may affect the tax consequences described herein. This summary discusses only
the principal United States federal income tax consequences to those beneficial
owners holding the securities as capital assets within the meaning of Section
1221 of the Code and does not address the tax treatment of a beneficial owner
that owns 10% or more of the Common Stock. It does not address the consequences
applicable to certain specialized classes of taxpayers such as certain financial
institutions, insurance companies, dealers in securities or foreign currencies,
or United States persons whose functional currency (as defined in Section 985 of
the Code) is not the United States dollar. Persons considering the purchase of
these shares should consult their tax advisors with regard to the application of
the United States and other income tax laws to their particular situations. In
particular, a U.S. Holder should consult his tax advisor with regard to the
application of the United States federal income tax laws to his situation.

COMMON STOCK

A U.S. Holder generally will realize, to the extent of the Company's
current accumulated earnings and profits, foreign source ordinary income on the
receipt of cash dividends, if any, on the Common Stock equal to the United
States dollar value of such dividends determined by reference to the exchange
rate in effect on the day they are received by the U.S. Holder (with the value
of such dividends computed before any reduction for any Canadian withholding
tax). U.S. Holders should consult their own tax advisors regarding the treatment
of foreign currency gain or loss, if any, on any dividends received which are
converted into United States dollars on a date subsequent to receipt. Subject to
the requirements and limitations imposed by the Code, a U.S. Holder may elect to
claim Canadian tax withheld or paid with respect to dividends on the Common
Stock as a foreign credit against the United States federal income tax liability
of such holder. Dividends on the Common Stock generally will constitute "passive
income" or, in the case of certain U.S. Holders, "financial services income" for
United States foreign tax credit purposes. U.S. Holders who do not elect to
claim any foreign tax credits may claim a deduction for Canadian income tax
withheld. Dividends paid on the Common Stock will not be eligible for the
dividends received deduction available in certain cases to United States
corporations.

Upon a sale or exchange of a share of Common Stock, a U.S. Holder will
recognize gain or loss equal to the difference between the amount realized on
such sale or exchange and the tax basis of such Common Stock. Any such gain or
loss will be capital gain or loss, and will be long term capital gain or loss if
at the time of sale or exchange the Common Stock has been held for more than one
year.

WARRANTS

No gain or loss will be recognized by the holder of a Warrant upon the
exercise of the Warrant. The cost basis of the Common Stock acquired upon such
exercise will be the cost basis of the Warrant plus any additional amount paid
upon the exercise of the Warrant. Gain or loss will be recognized upon the
subsequent sale or exchange of the Common Stock acquired by the exercise of the
Warrant, measured by the difference between the amount realized upon the sale or
exchange and the cost basis of the Common Stock so acquired.

If a Warrant is not exercised, but is sold or exchanged (whether pursuant
to redemption or otherwise), gain or loss will be recognized upon such event,
measured by the difference between the amount realized by the holder of the
Warrant as a result of sale, exchange or redemption and the cost basis of the
Warrant.

If a Warrant is not exercised and is allowed to expire, the Warrants will
be deemed to be sold or exchanged on the date of expiration. In such event, the
holder of the Warrant will recognize a loss to the extent of the cost basis of
the Warrant.

Generally, any gain or loss recognized as a result of the foregoing will be
a capital gain or loss and will either be long-term or short-term depending upon
the period of time the Common Stock sold or exchanged or the Warrant sold,
exchanged, redeemed, or allowed to expire, as the case may be, was held. A
holding period of more than one year results in long-term gain or loss
treatment. If a Warrant is exercised, the holding period of the Common Stock so
acquired will not include the period during which the Warrant was held.

THIS SUMMARY IS OF GENERAL NATURE ONLY AND IS NOT INTENDED TO BE, AND
SHOULD NOT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PROSPECTIVE INVESTOR
AND NO REPRESENTATION WITH RESPECT TO THE TAX CONSEQUENCES TO ANY PARTICULAR
INVESTOR IS MADE.

PLAN OF DISTRIBUTION

The shares offered hereby are being sold by the Selling Shareholder acting
as a principal for its own account. The distribution of the Shares by the
Selling Shareholder may be effected from time to time in ordinary brokerage
transactions in the over-the-counter market at market prices prevailing at the
time of sale or in one or more negotiated transactions at prices acceptable to
the Selling Shareholder. The brokers or dealers through or to whom the shares
may be sold may be deemed underwriters of the Securities within the meaning of
the Securities Act, in which event all brokerage commissions or discounts and
the compensation received by such brokers or dealers may be deemed to be
underwriting compensation. The Company will bear all expenses of the offering,
except the Selling Stockholder will pay any applicable brokerage fees or
commissions and transfer taxes. In order to comply with the securities laws of
certain states, if applicable, the shares will be sold only through registered
or licensed brokers or dealers. In addition, in certain states, the shares may
not be sold unless they have been registered or qualified for sale in such state
or an exemption from such registration or qualification requirement is available
and is complied with.

INVESTMENT CANADA ACT

The Investment Canada Act is a Federal Canadian statute which regulates the
acquisition of control of existing Canadian businesses and the establishment of
new Canadian businesses by an entity that is a "non-Canadian" as that term is
defined in the Investment Canada Act.

The Company believes that it is not currently a "non-Canadian" for purposes
of the Investment Canada Act. If the Company were to become a "non-Canadian" in
the future, acquisitions of control of Canadian businesses by the Company would
become subject to the Investment Canadian Act. Generally, the direct acquisition
by a "non-Canadian" of an existing Canadian business with gross assets of
$5,000,000 or more is reviewable under the Investment Canada Act, with a
threshold of $168 million for 1996 for "NAFTA investors", as defined under the
Investment Canada Act.

Indirect acquisitions of existing Canadian businesses (with gross assets
over certain threshold levels) as well as acquisitions of businesses related to
Canada's cultural heritage or national identity (regardless of the value of
assets involved) may also be reviewable under the Investment Canada Act. In
addition, acquisitions of control of existing investments to establish new,
unrelated businesses are not generally reviewable but do require that a notice
of the investment be given under the Investment Canada Act. An investment in a
new business that is related to the non-Canadian's existing business in Canada
is not notifiable under the Investment Canada Act unless such investment relates
to Canada's cultural heritage or national identity.

Investments which are reviewable under the Investment Canada Act are
reviewed by the Minister, designated as being responsible for the administration
of the Investment Canada Act. Reviewable investments may not be implemented
prior to the Minister determining that the investment is likely to be of "net
benefit to Canada" based on the criteria set out in the Investment Canada Act.

EXPERTS

The consolidated financial statements of Intercorp Excelle, Inc.
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-KSB for the year ended January 31, 1998, have been audited by
Schwartz Levitsky, Feldman, LLP, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The by laws of the Company provide that the Company shall indemnify to the
fullest extent permitted by Canadian law directors and officers (and former
officers and directors) of the Company. Such indemnification includes all costs
and expenses and charges reasonably incurred in connection with the defense of
any civil, criminal or administrative action or proceeding to which such person
is made a party by reason of being or having been an officer or director of the
Company if such person was substantially successful on the merits in his or her
defense of the action and he or she acted honestly and in good faith with a view
to the best interests of the Company, and if a criminal or administrative action
that is enforced by a monetary penalty, such person had reasonable grounds to
believe his or her conduct was lawful.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
and the Underwriters pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses,
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person or by the Underwriters in connection
with the shares 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 of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

NO UNDERWRITER, DEALER, SALESMAN OR
OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION
MUST NOT BE RELIED UPON AS HAVING INTERCORP EXCELLE INC.
BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION TO ANY PERSON
IN ANY JURISDICTION WHERE SUCH OFFER
OR SOLICITATION WOULD BE UNLAWFUL.
NEITHER DELIVERY OF THIS PROSPECTUS
NOR ANY COMMON STOCK SALE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS 32,500 SHARES OF COMMON STOCK
IF THE COMPANY SINCE THE DATE HEREOF. OFFERED BY SELLING SHAREHOLDERS

TABLE OF CONTENTS

Available Information 3
Incorporation of Certain Documents
by Reference
The Company 4
Risk Factors 8
Use of Proceeds 13
Material Changes 13
Principal and Selling Shareholders 13
Description of Securities 15
Certain United States Income
Tax Considerations 17
Plan of Distribution 19
Investment Canada Act 19
Experts 19
Indemnification of Officers
and Directors 20

October 16, 1998

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS

23.1 Consent of Schwartz Levitsky, Feldman, LLP, Independent Auditors

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Toronto, Province of Ontario, Canada on the 14th day
of October, 1998.

INTERCORP EXCELLE INC.

By: /s/ Arnold Unger
----------------------------
Arnold Unger
Co-Chairman and Chief Executive
Officer

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

SIGNATURE TITLE DATE

Arnold Unger
/s/ Arnold Unger Co-Chairman, Chief Executive Officer October 14, 1998

Renee Unger
/s/ Renee Unger Co-Chairman, President October 14, 1998

Fred Burke
/s/ Fred Burke Chief Operating Officer, Chief October 14, 1998
Financial Officer, Director

Lori Gutmann
/s/ Lori Gutmann Director October 14, 1998

Alysee Unger
/s/ Alysee Unger Director October 14, 1998

Taketo Murata
Director October 14, 1998

John Rothchild
/s/ John Rothchild Director October 14, 1998

EXHIBIT INDEX

23.1 Consent of Schwartz Levitsky, Feldman, LLP, Independent Auditors