UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10–Q10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedOctoberApril 2, 20102011

OR

[  ]TRANSITION] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to _______._____________.

Commission file number: 001–34198001-34198

SUNOPTA INC.
(Exact name of registrant as specified in its charter)

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

Yes [X]    No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S–TS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ]    No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–acceleratednon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b–212b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–212b-2 of the Exchange Act).

Yes [  ]    No [X]

The number of shares of the registrant’s common stock outstanding as of November 1, 2010May 2, 2011 was 65,299,048.65,539,104.

All financial information is expressed in United States Dollars. The closing rate of exchange on November 1, 2010May 2, 2011 was CDN $1 = U.S. $0.9842.$0.9508.

Forward–LookingForward-Looking Statements

This quarterly report of SunOpta Inc. (the “Company”) for the quarterly period ended OctoberApril 2, 20102011 contains forward–lookingforward-looking statements which are based on our current expectations and assumptions and involve a number of risks and uncertainties. Generally, forward–lookingforward-looking statements do not relate strictly to historical or current facts and are typically accompanied by words such as “anticipate,” “estimate,” “intend,” “project,” “potential,” “continue,” “believe,” “expect,” “could,” “would,” “should,” “might,” “plan,” “will,” “may,” the negatives of such terms, and words and phrases of similar impact and include, but are not limited to references to possible operational consolidation, reduction of non–corenon-core assets and operations, business strategies, plant and production capacities, revenue generation potential and anticipated construction costs, competitive strengths, goals, capital expenditure plans, business and operational growth and expansion plans, anticipated operating margins and operating income increases, gains or losses associated with business transactions, cost reductions, rationalization and improved efficiency initiatives, proposedpotential new product offerings, and references to the future growth of the business and global markets for the Company’s products. These forward–lookingforward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward–lookingforward-looking statements are based on certain assumptions and analyses we make in light of our experience and our interpretation of current conditions, historical trends and expected future developments as well as other factors that we believe are appropriate in the circumstance.

Whether actual results and developments will agree with our expectations and predictions is subject to many risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from our expectations and predictions. We believe these factors include, but are not limited to, the following:

• disruption in the overall economy and financial markets;

we have continuing indemnification obligations relating to our recent dispositions;

• restrictions in

  our credit agreement aboutrestricts how we may operate our business;

• business, and our ability orbusiness may be materially and adversely affected if these restrictions prevent us from implementing our business plan;

• our inability to refinancemeet the covenants of our term debt when it becomes due;

credit facilities could materially and adversely affect our business;

• we may require additional capital to maintain current operations,growth rates, which may not be available on favourable terms or at all;

• our customers generally are not obligated to continue purchasing products from us;

• consumer preferences for natural and organic food products are difficult to predict and may change;

• we operate in a highly competitive industry;

• an interruption at one of our manufacturing facilities;

facilities could negatively affect our business;

• if we lose the loss of serviceservices of our key management;

• the management, ofour business could suffer;

• if we do not manage our supply chain;

chain effectively, our operating results may be adversely affected;

• volatility in the prices of raw materials, packaging and energy;

energy could increase our cost of sales and reduce our gross margins;

• climate change legislation;

legislation could have an impact on our financial condition and consolidated results of operations;

• adverse weather conditions could impose costs on our business;

• the exercise of stock options, participation in our employee stock purchase plan and issuance of additional securities could dilute the value of our common shares;

• impairment charges in goodwill or other long–lived assets;

intangible assets could adversely impact our financial condition and consolidated results of operations;

• technological innovation by our competitors;

• competitors could make our ability to protectfood products less competitive;

• we rely on protection of our intellectual property and proprietary rights;

• we are subject to substantial environmental regulation and policiespolicies;

• SunOpta Foods is subject to which we are subject;

• significant food and health regulations to which SunOpta Foods is subject;
regulations;

• our operations are influenced by agricultural policies that influence our operations;

policies;

• product liability suits, thatrecalls and threatened market withdrawals, could have a material adverse effect on our business;

• litigation and regulatory enforcement concerning marketing and labeling of our food products could negatively affect our business;

• our lack of management and operational control over Mascoma may be brought againstlimit our Company;

ability to protect or increase the value of our interest in Mascoma;

• loss of a key customer;

customer could materially reduce revenues and earnings;

• fluctuations in exchange rates, interest rates and certain commodities;

• commodities could adversely affect our abilityresults of operations, financial condition and liquidity;

• we may not be able to effectively manage our growth and integrate acquired companies;

and
• adverse weather conditions;
• the volatility of

  our operating results and share price;

• the achievement of business forecasts;
• construction or installation delays of new equipment;
• labour issues; and
• we have continuing indemnification obligations relatingprice are subject to our recent depositions.significant volatility

Consequently all forward–lookingforward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that our actual results or the developments we anticipate will be realized. The foregoing factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our Annual Report on Form 10–K10-K for the fiscal year ended December 31, 2009.January 1, 2011. For a more detailed discussion of the principal factors that could cause actual results to be materially different, you should read our risk factors in Item 1A, Risk Factors, in our Annual Report on Form 10–K10-K for the fiscal year ended December 31, 2009.January 1, 2011.

PART I –- FINANCIAL INFORMATION

Item 1 – Financial Statements

Consolidated Financial Statements

SunOpta Inc.

For the quarter and three quarters ended OctoberApril 2, 20102011 and September 30, 2009April 3, 2010

(Unaudited)

(See accompanying notes to consolidated financial statements)

(See accompanying notes to consolidated financial statements)

(See accompanying notes to consolidated financial statements)

(See accompanying notes to consolidated financial statements)

(See accompanying notes to consolidated financial statements)

(See accompanying notes to consolidated financial statements)

(See accompanying notes to consolidated financial statements)

(See accompanying notes to consolidated financial statements)

1.     Basis of presentation, fiscal year–end

1.	Basis of presentation, fiscal year-end and new accounting pronouncements

Basis of presentation

The interim consolidated financial statements of SunOpta Inc. (the “Company”) have been prepared in accordance with the instructions to Form 10–Q10-Q and Rule 10–0110-01 of Regulation S–XS-X promulgated under the Securities Exchange Act of 1934, as amended, and in accordance with accounting principles generally accepted in the United States of America. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included and all such adjustments are of a normal, recurring nature. Operating results for the quarter and three quarters ended OctoberApril 2, 20102011 are not necessarily indicative of the results that may be expected for the full year ending January 1,December 31, 2011 or for any other period. For further information, see the Company’s consolidated financial statements, and notes thereto, included in the Annual Report on Form 10–K10-K for the year ended December 31, 2009.January 1, 2011.

The interim consolidated financial statements include the accounts of the Company and its subsidiaries, and have been prepared on a basis consistent with the financial statements for the year ended December 31, 2009, except for the effects of the sales of the Canadian Food Distribution business and SunOpta BioProcess Inc., as outlined in note 2.January 1, 2011. Intercompany accounts and transactions have been eliminated on consolidation.

Fiscal year–endyear-end

On March 9, 2010, the Board of Directors of the Company approved a change to theThe Company’s fiscal year period from a fiscal year ending on December 31 to a floating year–endends on the Saturday closest to December 31, based on a 52 week calendar, wherein every fiscal quarter (except for the first quarter which included two additional days) is comprised of 13 weeks or 91 days. This change is effective forUnder our floating year-end methodology, the fiscal 2010, resulting in a year–end of January 1,2011 year-end occurs on December 31, 2011 and the quarterly periods for fiscal 2010 ending2011 end on April 3,2, July 32 and October 2.1. The fiscal year of Opta Minerals Inc. (“Opta Minerals”), which is 66.4% owned by the Company, ends on December 31, 2010,2011, and its quarterly periods for fiscal 20102011 end on March 31, June 30 and September 30. The consolidated statements of operations, cash flows and balance sheets for the Company in the current quarter include the results of Opta Minerals through September 30, 2010.

New accounting pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) Topic 810 (formerly Statement of Financial Accounting Standard (“SFAS”) No. 167, “Amendments to FASB Interpretation No. 46(R)”). This accounting standard is a revision to a previous FASB Interpretation and changes how a reporting entity evaluates whether an entity is a variable interest entity (“VIE”) and which entity is considered the primary beneficiary of a VIE and is therefore required to consolidate the VIE. This accounting standard will also require continuous reassessments of which party within the VIE is considered the primary beneficiary. ASC 810 became effective January 1, 2010.As a result of adopting this standard, the Company reassessed its investments and did not change its position as the primary beneficiary of its VIEs.

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010–06, “Improving Disclosures about Fair Value Measurements,” which amends ASC Topic 820, “Fair Value Measures and Disclosures.” ASU No. 2010–06 amends the ASC to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements. The Company adopted the guidance in ASU No. 2010–06 on January 1, 2010, except for the requirements related to Level 3 disclosures, which will be effective for annual and interim reporting periods beginning after December 15, 2010 (January 1, 2011 for the Company). This guidance requires expanded disclosures only, and did not have any impact on the Company’s consolidated financial statements.March 31, 2011.

2.     Discontinued operations

(a)     DivestitureDuring the year ended January 1, 2011, the Company completed two acquisitions, which have been accounted for using the purchase method. The consolidated financial statements include the results of Canadian Food Distribution Businessoperations from these businesses from the date of acquisition. These business combinations are subject to post-closing adjustments, in accordance with the respective acquisition agreements. These adjustments are expected to be finalized by December 2011.

On May 10,November 8, 2010, a wholly-owned subsidiary of the Company acquired 100% of the outstanding shares of Dahlgren & Company, Inc. (“Dahlgren”) for total consideration of $47,491. Included as part of the total consideration was cash of $44,000, contingent consideration of $1,188 based on future earnings targets as defined in the purchase and sale agreement, and a working capital adjustment of $2,303 as a result of working capital exceeding pre-determined targets at the acquisition date. The $2,303 working capital adjustment was paid in cash on January 3, 2011 to the former Dahlgren shareholders. During the quarter ended April 2, 2011, management re-measured the fair value of the contingent consideration, and reduced the fair value of this liability by $290 (note 12).

Intangible assets, consisting of a sales order backlog and customer relationships, acquired in this acquisition are not deductible for tax purposes and are being amortized over the estimated useful lives of these assets. The estimated useful life of the sales order backlog is one year, and the estimated useful life of customer relationships is 12 years. Dahlgren is an integrated processor and global supplier of confection sunflower seed products including in-shell and kernel products, roasted sunflower and soy nuts, bird food, hybrid seed and other products. Dahlgren serves the snack food, bakery, food ingredients and bird feed industries. Dahlgren’s products are marketed internationally to customers in Europe, Asia, Australia, Canada and South America, as well as in the United States. The results of operations for Dahlgren have been consolidated since the November 8, 2010 acquisition date, and are included in the Grains and Foods Group.

On December 14, 2010, a wholly-owned subsidiary of the Company acquired the operating assets of Edner of Nevada, Inc. (“Edner”) for total consideration of $7,898. Consideration included $4,000 of cash, contingent consideration of $3,440 based on future revenue targets in the asset purchase agreement and a working capital adjustment of $458 as a result of working capital exceeding pre-determined targets at the acquisition date.

Intangible assets consisting of customer relationships acquired in this acquisition are deductible for tax purposes and are being amortized over their estimated useful lives of approximately 9 years. Goodwill acquired in this acquisition is deductible for tax purposes. Edner produces a variety of nutritious portable foods such as nutrition bars and grains and fruit based snack bars from its 104,000 square foot facility located in Carson City, Nevada. The results of operations of Edner have been consolidated since the December 14, 2010 acquisition date, and are included in the Fruit Group.

The following condensed pro-forma consolidated statements of operations reflects the Dahlgren and Edner acquisitions as if they had occurred on January 1, 2010:

On April 2, 2011, the Company entered into an agreement to sell certain assets related to fruit processing plants located in Mexico (“Mexican Assets” or the “Mexico Transaction”) to Fruvemex Mexicali, S.A. de C.V. (“Fruvemex”). The Mexico Transaction closed on April 29, 2011 for cash consideration of $3,150, to be received by the Company through a deposit of $750 made on April 5, 2011, and instalment payments of $650 on September 30, 2011, $1,000 on December 29, 2011 and $750 on March 29, 2012. The assets sold, consisting primarily of machinery and equipment, are presented as non-current assets held for sale on the consolidated balance sheet as at April 2, 2011, and have been reclassified as non-current assets held for sale as at January 1, 2011. The Company also entered into a strategic raw material supply agreement and a facility lease at market value rates for the use of land and building still owned in Irapuato, Mexico.

On June 11, 2010, the Company sold its Canadian Food Distribution assets (“CFD” or the “CFD Transaction”) to UNFI Canada Inc., a wholly–ownedwholly-owned subsidiary of United Natural Foods Inc. The CFD Transaction closed on June 11, 2010, for cash consideration of Cdn $68,000 (U.S. –- $65,809). The net proceeds are subject to post closing adjustments, in accordance with the asset purchase agreement, which are expected to be finalized by June 2011.

The following is a summary of the CFD Transaction:

The gain on sale of discontinued operations has been recorded in discontinued operations on the consolidated statements of operations.

The operating results of the CFD business are included within (loss) earnings from discontinued operations, net of income tax, on the consolidated statement of operations. The operating results for the three quarters ended October 2, 2010 reflect the operating results from January 1, 2010 through to the date of the sale, June 11, 2010. The summary comparative financial results of discontinued operations related to the CFD business were as follows:

The assets sold in the CFD Transaction were part of the former Distribution Group segment.

2.     DiscontinuedThe operating results of the CFD business for the quarter ended April 3, 2010, which are included within earnings from discontinued operations, continuednet of income taxes, on the consolidated statement of operations, were as follows:

(b)     The assets sold in the CFD Transaction were part of the former Distribution Group segment.

On August 31, 2010, the Company completed a transaction to sell its 100% ownership interest in SunOpta BioProcess Inc. (“SBI” or the “SBI Transaction”) to Mascoma Canada Inc., a wholly–ownedwholly-owned subsidiary of Mascoma Corporation (“Mascoma”). As consideration for selling all the outstanding common shares of SBI, the Company received non–cashnon-cash consideration equal to a 19.55% ownership interest in Mascoma, through a combination of preferred and common shares, as well as warrants, valued at $50,925. The non–cashnon-cash consideration includes 11,268,868 series D preferred shares, 3,756,290 common shares and 1,000,000 warrants to purchase common shares of Mascoma. In conjunction with the sale, the Company settled the preferred share liability of SBI with the former SBI preferred shareholders, through the transfer of 4,688,000 of the series D preferred shares received. In addition, as a result of the change in control of SBI, the vesting of previously issued SBI stock options were accelerated, and the 800,000 restricted stock units (“RSU”) were settled in cash at a value of $4.49 per RSU. The fair value of consideration received, net of the settlement to the former SBI preferred shareholders, resulted in a $33,345 investment in Mascoma, which is presented as a non–currentnon-current asset on the Company’s balance sheet. The investment in Mascoma will beis accounted for under the cost method of accounting, based on the 19.65%19.61% ownership interest taken back,the Company received in Mascoma, and the inability of the Company to exert significant influence over the operations of Mascoma. This transaction is subject to post closing adjustments, in accordance with the share purchase agreement, which are expected to be finalized withinby August 2011. At April 2, 2011, the next 12 months.Company’s ownership position was 19.13%.

The following is a summaryoperating results of SBI for the SBI Transaction:quarter ended April 3, 2010, which are included within earnings from discontinued operations, net of income taxes, on the consolidated statement of operations, were as follows:

The gain on salebusiness sold was part of discontinued operations has been recorded in discontinued operations on the consolidated statements of operations.former SunOpta BioProcess segment.

2.     Discontinued operations, continued

The operating results of SunOpta BioProcess Inc. are included within (loss) earnings from discontinued operations, net of income tax, on the consolidated statement of operations. The operating results for the quarter ended October 2, 2010 and the three quarters ended October 2, 2010, reflect the operating results through to the date of sale, August 31, 2010. The summary comparative financial results of discontinued operations related to SunOpta BioProcess Inc. were as follows:

Included in loss before income taxes from discontinued operations up to the date of sale is $15,280 of stock–based and other compensation rewards that were triggered upon the change in control of SBI.

The business sold was part of the former SunOpta BioProcess segment.

Included in current assets held for sale (as at December 31, 2009) are cash and cash equivalents related to SBI of $18,954 that could not be used by the Company for general corporate purposes, and was maintained in separate bank accounts of SBI.

2.     Discontinued operations, continued

The assets and liabilities related to the CFD Transaction and SBI Transaction have been reclassified as assets and liabilities held for sale on the Company's balance sheet at December 31, 2009, as follows:

3.     Inventories