<HTML>
<head><TITLE>YoCream International Form S-8</TITLE></head>
<body>

<p><font size=2>Filed with the Securities and Exchange Commission on May 1, 2001</font></p>

<p align=right><font size=2>Securities Act Registration No.  333-____________</font></p>
<hr>

<h1 align=center><font size=2>SECURITIES AND EXCHANGE COMMISSION<br>
WASHINGTON, D.C.  20549</font></h1>

<p align=center><font Size=2><b>FORM S-8<br><br>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933<br><br>
YOCREAM INTERNATIONAL, INC.</b><br>
(Exact name of registrant as specified in its charter)</font></p>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
     <TD width=50% align=center><font size=2><b>Oregon</b></font></TD>
     <TD width=50% align=center><font size=2><b>91-0989395</b></font></TD>
</TR>

<TR>
     <TD width=50% align=center><font size=1>(State of Incorporation)</font></TD>
     <TD width=50% align=center><font size=1>(I.R.S. Employer Identification No.)</font></TD>
</TR>
</TABLE>
<br>
<br>

<TABLE width=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
     <TD width=55% align=center><font size=2><b>5858 N.E. 87th Avenue, Portland, Oregon</b></font></TD>
     <TD width=45% align=center><font size=2><b>97220</b></font></TD>
</TR>

<TR>
     <TD width=55% align=center><font size=1>(Address of Principal Executive Offices)</font></TD>
     <TD width=45% align=center><font size=1>(Zip Code)</font></TD>
</TR>
</TABLE>

<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>2000 STOCK
OPTION PLAN</b><br></font>
<font size=1>(Full title of the plan)</font></p>


<p ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>JOHN N.
HANNA, Chief Executive Officer<br>
5858 N.E. 87th Avenue<br>
Portland, Oregon  97220<br>
(503) 256-3754</b><br>
(Name, address and telephone number<br>
of agent for service)<br><br>

Copies to:<br>
CURT B. GLEAVES<br>
Foster Pepper &amp; Shefelman LLP<br>
101 S.W. Main St., 15th Fl.<br>Portland, Oregon 97204</FONT></p>

<p align=center><font size=1>CALCULATION OF REGISTRATION FEE</font></p>
<hr>
<TABLE width=100% CELLPADDING=0 CELLSPACING=3 BORDER=0>

<TR valign=bottom>
        <TD WIDTH=20%><font size=1>Title of Securities Being Registered</font></td>
        <TD WIDTH=20%><font size=1>Number of Shares Being Registered (1)</font></td>
        <TD WIDTH=20%><font size=1>Proposed Maximum Offering Price Per Share (2)</font></td>
        <TD WIDTH=20%><font size=1>Proposed Maximum Aggregate Offering Price</font></td>
        <TD WIDTH=20%><font size=1>Amount of Registration Fee</font></td>
</tr>

<TR>
        <TD WIDTH=20%><font size=1>Common Stock</font></td>
        <TD WIDTH=20%><font size=1>100,000</font></td>
        <TD WIDTH=20%><font size=1>$3.90</font></td>
        <TD WIDTH=20%><font size=1>$390,000</font></td>
        <TD WIDTH=20%><font size=1>$97.50</font></td>
</tr>
</TABLE>
<hr>

<TABLE>
<tr valign=top>
        <td width=15%><font size=1>(1)</font></td>
        <td width=85%><font size=1>The  shares of Common  Stock  represent  the number of shares  with  respect  to which  options  have been
         granted or may be granted  under the 2000 Stock  Option  Plan.  In  addition,  pursuant to Rule 416,  this
         Registration  Statement also covers an indeterminate  number of additional shares which may be issuable as
         a result of the anti-dilution provisions of the 2000 Stock Option Plan.</font></td>
</tr>

<tr valign=top>
        <td width=15%><font size=1>(2)</font></td>
        <td width=85%><font size=1>The maximum  offering  price for the shares  cannot  presently  be  determined  as the  offering  price is
         established  at the time options are granted.  Pursuant to Rule  457(h),  the offering  price is estimated
         solely for the purposes of calculating  the  registration  fee and is based on the average of the high and
         low prices reported for the Common Stock on NASDAQ on April 30, 2001.</font></td>
</tr>
</TABLE>

<PAGE>

<p align=center><font size=2><u>EXPLANATORY NOTE</u></font></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance  with the  instruction  Note to Part I of Form S-8, the  information  specified in Part I of
Form S-8 has been  omitted  from this  Registration  Statement  on Form S-8 for offers and sales of common stock of
YOCREAM International, Inc. (the "Company"), pursuant to the Company's 2000 Stock Option Plan (the "Plan").</font></p>




<p align=center><font size=2><u>PART II</u></font></p>

<p align=center><font size=2>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</font></p>


<p><font size=2><b>Item 3.  Incorporation of Documents by Reference.</b></font></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following  documents  filed by YOCREAM  International,  Inc. (the  "Company")  with the Securities and
Exchange Commission are incorporated by reference in this registration statement:</font></p>


</TABLE>
<TABLE>
<tr valign=top>
        <td width=15%><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.</font></td>
        <td width=85%><font size=2>The Company's  annual report on Form 10-K for the year ended October 31, 2000 (filed  January 30,
2001 Film No. 1518356);</font></td>
</tr>

<tr valign=top>
        <td width=15%><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.</font></td>
        <td width=85%><font size=2>The  Company's  quarterly  report on Form 10-Q for the quarter  ended  January 31,  2001,  (filed
March 20, 2001, Film No. 1572104).</font></td>
</tr>

<tr valign=top>
        <td width=15%><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.</font></td>
        <td width=85%><font size=2>All other  reports  filed  since  October 31,  2000  pursuant  to Sections  13(a) or 15(d) of the
Securities Exchange Act of 1934.</font></td>
</tr>
</TABLE>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents  filed by the Company  subsequent to those listed above pursuant to Sections  13(a),  13(c),
14,  or 15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  prior  to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered hereby have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be  incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.<br><br>

<b>Item 4.  Description of Securities.</b><br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.<br><br>


<b>Item 5.  Interests of Named Experts and Counsel.</b><br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.<br><br>

<PAGE>

<b>Item 6.  Indemnification of Directors and Officers.</b><br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under the Oregon Business  Corporation Act (Oregon Revised  Statutes  ("ORS")  Sections 60.387 to 60.414),
applicable  to the Company,  a person who is made a party to a proceeding  because such person is or was an officer
or director of a corporation (an  "Indemnitee") may be indemnified by the corporation  against  liability  incurred
by the  Indemnitee in connection  with the  proceeding if (i) the  Indemnitee's  conduct was in good faith and in a
manner he or she  reasonably  believed was in the  corporation's  best interest or at least not opposed to its best
interests,  and (ii) if the  proceeding  was a criminal  proceeding,  the  Indemnitee  had no  reasonable  cause to
believe his or her conduct was unlawful.  Indemnification  is not permitted if the Indemnitee  was adjudged  liable
to the  corporation  in a proceeding  by or in the right of the  corporation,  and if the  Indemnitee  was adjudged
liable on the basis that he or she improperly  received a personal  benefit.  Unless the articles of  incorporation
of the corporation provide otherwise,  such  indemnification is mandatory if the Indemnitee is wholly successful on
the merits or otherwise, or if ordered by a court of competent jurisdiction.<br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  Company's  Restated  Articles  of  Incorporation  (the  "Articles")  provide  that the  company  will
indemnify its directors and officers,  to the fullest extent permissible under the Oregon Business  Corporation Act
against all expense  liability and loss  (including  attorney  fees) incurred or suffered by reason of service as a
director or officer of the  Company or is or was  serving at the  request of the  Company as a  director,  officer,
partner,  trustee,  employee or agent of another corporation,  partnership,  joint venture, trust, employee benefit
plan or other enterprise.<br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The effect of these  provisions  is to limit the  liability of  directors  for  monetary  damages,  and to
indemnify our directors and officers for all costs and expenses for liability  incurred by them in connection  with
any action,  suit or proceeding in which they may become  involved by reason of their  affiliation  with us, to the
fullest  extent  permitted by law.  These  provisions do not limit our rights or any  shareholder's  rights to seek
non-monetary  relief,  and do not affect  director's or officer's  responsibilities  under any other laws,  such as
securities or environmental laws.<br><br>

<b>Item 7.  Exemption from Registration Claimed.</b><br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.<br><br>

<b>Item 8.  Exhibits.</b><br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The  exhibits  required by Item 601 of  Regulation  S-K being filed  herewith  or  incorporated  herein by
reference are as follows:<br><br>

<u>Exhibit</u><br><br>

5.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Opinion of Foster Pepper &amp; Shefelman LLP<br><br>

23.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of Grant Thornton LLP<br><br>

23.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of Foster Pepper &amp; Shefelman (Included in Exhibit 5.1)<br><br>

<PAGE>

24.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Power of Attorney (included in signature page)<br><br>

99.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2000 Stock Option Plan  (Incorporated  by reference to the 10-Q for the period ending April 30, 2000 filed
on June 16, 2000)<br><br>

<b>Item 9.  Undertakings.</b><br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes:<br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file,  during any period in which  offers or sales are being made,  a  post-effective  amendment to
this registration statement:</font></p>


<TABLE width=100% CELLPADDING=0 CELLSPACING=5 BORDER=0>
<TR valign=top>
        <td align=right width=15%><font size=2>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></td>
        <td><font size=2>To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.</font></td>
</tr>

<TR valign=top>
        <td align=right width=15%><font size=2>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></td>
        <td><font size=2>To reflect in the  prospectus  any facts or events  arising after the effective  date of
                           the  registration  statement  (or the  most  recent  post-effective  amendment  thereof)
                           which,  individually  or in  the  aggregate,  represent  a  fundamental  change  in  the
                           information  set forth in the  registration  statement.  Notwithstanding  the foregoing,
                           any increase or decrease in volume of  securities  offered (if the total dollar value of
                           securities  offered would not exceed that which was  registered)  and any deviation from
                           the low or high end of the  estimated  maximum  offering  range may be  reflected in the
                           form of  prospectus  filed  with the  Commission  pursuant  to Rule  424(b)  if,  in the
                           aggregate,  the changes in volume and price  represent no more than 20 percent change in
                           the maximum  aggregate  offering  price set forth in the  "Calculation  of  Registration
                           Fee" table in the effective registration statement.</font></td>
</tr>

<TR valign=top>
        <td align=right width=15%><font size=2>(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></td>
        <td><font size=2>To  include  any  material  information  with  respect to the plan of  distribution  not
                           previously  disclosed  in the  registration  statement  or any  material  change to such
                           information in the registration statement.</font></td>
</tr>
</TABLE>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Paragraphs  (i) and (ii) will not apply if the  information  required to be  included in a  post-effective
amendment by those  paragraphs is contained in periodic  reports filed by the registrant  pursuant to Section 13 or
Section  15(d) of the  Securities  Exchange Act of 1934 that are  incorporated  by  reference  in the  registration
statement.<br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) That,  for the purpose of  determining  any  liability  under the  Securities  Act of 1933,  each such
post-effective  amendment shall be deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such  securities  at that time shall be deemed to be the initial  bona fide  offering
thereof.<br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) To  remove  from  registration  by means of a  post-effective  amendment  any of the  securities  that
remain unsold at the termination of the offering.</font></p>

<PAGE>

<p align=center><font size=2><u>SIGNATURES</u></font></p>

<p><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant  to the  requirements  of the  Securities  Act of  1933,  the  registrant  certifies  that it has
reasonable  grounds to believe  that it meets all of the  requirements  for filing on Form S-8 and has duly  caused
this Registration Statement to be signed on its behalf by the undersigned,  thereunto duly authorized,  in the City
of Portland, State of Oregon, on the 25th day of April, 2001.</font></p>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
        <TD width=55%><BR><bR><BR><BR></TD>
        <TD width=45%><font size=2>YOCREAM INTERNATIONAL, INC.<BR><BR><BR></font></TD>
</TR>

<tr>
        <TD width=55%></TD>
        <TD width=45%><font size=2>By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>/s/ John N. Hanna &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font></TD>
</TR>

<TR>
        <TD width=55%></TD>
        <TD width=45%><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;John N. Hanna, Chief Executive Officer<BR><BR><BR></font></TD>
</TR>
</TABLE>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>POWER OF
ATTORNEY</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Each person whose
individual signature appears below hereby authorizes and appoints JOHN N. HANNA
and W. DOUGLAS CAUDELL, and each of them with the power of substitution, to act
as his true and lawful attorney in fact and agent to act in his name, place and
stead, and to execute in the name and on behalf of each person, individually and
in each capacity stated below, and to file any and all amendments to this
registration, including any and all post-effective amendments or new
registration pursuant to Rule 462. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated. </FONT></P>


</TABLE>
<TABLE>
<tr>
        <td width=75%><font size=2>By:  <u>/s/ John N. Hanna&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font></td>
        <td width=25%><font size=2>Date:  April  25, 2001</font></td>
</tr>

<tr>
        <td width=75%><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;John N. Hanna, Chief Executive Officer<br>
         &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;and Chairman of the Board of Directors<br><br></font></td>
        <td width=25%><font size=2><br><br></font></td>
</tr>

<tr>
        <td width=75%><font size=2>By:  <u>/s/ David J. Hanna&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font></td>
        <td width=25%><font size=2>Date:  April  25, 2001</font></td>
</tr>

<tr>
        <td width=75%><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;David J. Hanna, President and Director<br><br></font></td>
        <td width=25%><font size=2><br><br></font></td>
</tr>

<tr>
        <td width=75%><font size=2>By:  <u>/s/ James S. Hanna&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font></td>
        <td width=25%><font size=2>Date:  April  25, 2001</font></td>
</tr>

<tr>
        <td width=75%><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;James S. Hanna, Director<br><br></font></td>
        <td width=25%><font size=2><br><br></font></td>
</tr>

<tr>
        <td width=75%><font size=2>By:  <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font></td>
        <td width=25%><font size=2>Date:  April  25, 2001</font></td>
</tr>

<tr>
        <td width=75%><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Carl G. Behnke, Director<br><br></font></td>
        <td width=25%><font size=2><br><br></font></td>
</tr>

<tr>
        <td width=75%><font size=2>By:  <u>/s/ William J. Rush&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font></td>
        <td width=25%><font size=2>Date:  April  25, 2001</font></td>
</tr>

<tr>
        <td width=75%><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;William J. Rush, Director<br><br></font></td>
        <td width=25%><font size=2><br><br></font></td>
</tr>

<tr>
        <td width=75%><font size=2>By:  <u>/s/ W. Douglas Caudell&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font></td>
        <td width=25%><font size=2>Date:  April  25, 2001</font></td>
</tr>

<tr>
        <td width=75%><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;W. Douglas Caudell, Chief Financial Officer<br><br></font></td>
        <td width=25%><font size=2><br><br></font></td>
</tr>
</TABLE>

<PAGE>

<p align=center><font size=2><u>EXHIBIT INDEX</u></font></p>

<p><font size=2><u>Exhibit</u></font></p>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
     <TD width=15%><font  size=2>5.1</font></TD>
     <TD width=85%><font  size=2>Opinion of Foster Pepper &amp; Shefelman LLP</font></td>
</TR>

<TR>
     <TD width=15%><font  size=2>23.1</font></TD>
     <TD width=85%><font  size=2>Consent of Grant Thornton LLP</font></td>
</TR>

<TR>
     <TD width=15%><font  size=2>23.2</font></TD>
     <TD width=85%><font  size=2>Consent of Foster Pepper &amp; Shefelman (Included in Exhibit 5.1)</font></td>
</TR>

<TR>
     <TD width=15%><font  size=2>24.2</font></TD>
     <TD width=85%><font  size=2>Power of Attorney (included in signature page)</font></td>
</TR>

<TR>
     <TD width=15%><font  size=2>99.1</font></TD>
     <TD width=85%><font  size=2>2000 Stock Option Plan  (Incorporated  by reference to the 10-Q for the period ending April 30, 2000 filed
on June 16, 2000)</font></td>
</TR>
</TABLE>

<PAGE>

<p align=center><font size=2><u>EXHIBIT 5.1</u></font></p>

<p align=center><font size=2>April 25, 2001</font></p>

<p><font size=2>Board of Directors<br>
YOCREAM International, Inc.<br>
5858 N.E. 87th Avenue<br>
Portland, Oregon  97220</font></p>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR>
     <TD width=20%></TD>
     <TD width=20%>Re:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
     <TD width=60%><font size=2>Form S-8 Registration of YOCREAM International, Inc.<br>
                  2000 Stock Option Plan</font></TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Ladies and Gentlemen:<br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This firm is special
counsel to YOCREAM International, Inc., an Oregon corporation (the
&#147;Company&#148;), and in that capacity we have assisted in the preparation
of certain documents, including the Company&#146;s Registration Statement on
Form S-8 (the &#147;Registration Statement&#148;), relating to the registration
and issuance of up to 100,000 shares of the Company&#146;s common stock
(&#147;Shares&#148;) in accordance with the Company&#146;s 2000 Stock Option
Plan (the &#147;Plan&#148;).<br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the course of our
representation described above, we have examined the Plan, the Registration
Statement as prepared for filing with the Securities and Exchange Commission,
and related documents and correspondence. We have reviewed the Restated Articles
of Incorporation and Bylaws of the Company, as amended to date, and excerpts
from minutes of certain meetings of the Board of Directors and of the
shareholders of the Company. We have received from the officers of the Company
certificates and other representations concerning certain factual matters
relevant to this opinion. We also have received certificates from, and have made
inquiries of public officials in those jurisdictions in which we have deemed it
appropriate. <br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As to matters of fact, we
have relied upon the above certificates, documents and investigation. We have
assumed without investigation the genuineness of all signatures, the
authenticity and completeness of all documents submitted to us as originals and
the conformity to authentic and complete original documents of all documents
submitted to us as certified or photostatic copies.<br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based upon and subject to
all of the foregoing, we are of the opinion that: <br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Shares have been
validly authorized, and when (i) the Registration Statement becomes effective;
(ii) the applicable provisions of the Securities Act of 1933, as amended, and
such state securities laws as may be applicable have been complied with; and
(iii) the Shares have been delivered against payment therefor as contemplated by
the Registration Statement and the Plan, the Shares will be validly issued,
fully paid and non-assessable. <br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Regardless of the states in
which members of this firm are licensed to practice, this opinion is limited to
the present laws of the State of Oregon and the United States of America and to
the facts bearing on this opinion as they exist on the date of this letter. We
disclaim any obligation to review or supplement this opinion or to advise you of
any changes in the circumstances, laws or events that may occur after this date
or otherwise update this opinion. <br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This opinion is provided to
you as a legal opinion only, and not as a guaranty or warranty of the matters
discussed herein. Our opinion is limited to the matters expressly stated herein,
and no other opinions may be implied or inferred. <br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This opinion is solely for your information and is not to be quoted in whole or in part or otherwise
referred to, nor is it to be filed with any governmental agency or other person, without our prior written
consent.<br><br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We hereby consent to the
filing of this opinion with the Securities and Exchange Commission as an exhibit
to the Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the General Rules and Regulations of the Commission.<br><br></font></p>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
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        <td width=55%></td>
        <td width=45%><font size=2>Very truly yours,<br><br></font></td>
</tr>

<TR>
        <TD width=55%><BR><BR></TD>
        <TD width=45%><font size=2>FOSTER PEPPER &amp; SHEFELMAN LLP<BR><BR></font></TD>
</TR>

<tr>
        <TD width=55%></TD>
        <TD width=45%><font size=2>By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>/s/ Curt Gleaves&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></font></TD>
</TR>

<TR>
        <TD width=55%></TD>
        <TD width=45%><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Curt Gleaves<BR><BR><BR></font></TD>
</TR>


</TABLE>

<PAGE>

<H2><font size=2><u>EXHIBIT 23.1</u></font></h2>

<p align=center><font size=2><u>Consent of Independent Certified Public Accountants</u></font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We have issued our report
dated January 12, 2001 accompanying the financial statements of YOCREAM
International, Inc. appearing in the Annual Report on Form 10-K for the year
ended October 31, 2000, which are incorporated by reference in this Registration
Statement on Form S-8. We consent to incorporation by reference in the
Registration Statement of the aforementioned report. </FONT></P>

<p><font size=2>/s/ Grant Thornton LLP</font></p>


<p><font size=2>Portland, Oregon<br>
April 26, 2001</font></p>

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{"company-data": {"conformed-name": "YOCREAM INTERNATIONAL INC", "cik": "0000821572", "assigned-sic": "2024", "irs-number": "910989395", "state-of-incorporation": "OR", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59960", "film-number": "1619194"}, "business-address": {"street1": "5858 NE 87TH AVE", "street2": "5858 NE 87TH AVE", "city": "PORTLAND", "state": "OR", "zip": "97220", "phone": "5032563754"}, "mail-address": {"street1": "5858 NE 87TH AVE", "city": "PORTLAND", "state": "OR", "zip": "97220"}, "former-company": {"former-conformed-name": "INTERNATIONAL YOGURT CO", "date-changed": "19920703"}}
YoCream International Form S-8
Filed with the Securities and Exchange Commission on May 1, 2001
Securities Act Registration No.  333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
YOCREAM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Oregon
91-0989395
(State of Incorporation)
(I.R.S. Employer Identification No.)
5858 N.E. 87th Avenue, Portland, Oregon
97220
(Address of Principal Executive Offices)
(Zip Code)
2000 STOCK
OPTION PLAN
(Full title of the plan)
JOHN N.
HANNA, Chief Executive Officer
5858 N.E. 87th Avenue
Portland, Oregon  97220
(503) 256-3754
(Name, address and telephone number
of agent for service)
Copies to:
CURT B. GLEAVES
Foster Pepper & Shefelman LLP
101 S.W. Main St., 15th Fl.
Portland, Oregon 97204
CALCULATION OF REGISTRATION FEE
Title of Securities Being Registered
Number of Shares Being Registered (1)
Proposed Maximum Offering Price Per Share (2)
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock
100,000
$3.90
$390,000
$97.50
(1)
The  shares of Common  Stock  represent  the number of shares  with  respect  to which  options  have been
         granted or may be granted  under the 2000 Stock  Option  Plan.  In  addition,  pursuant to Rule 416,  this
         Registration  Statement also covers an indeterminate  number of additional shares which may be issuable as
         a result of the anti-dilution provisions of the 2000 Stock Option Plan.
(2)
The maximum  offering  price for the shares  cannot  presently  be  determined  as the  offering  price is
         established  at the time options are granted.  Pursuant to Rule  457(h),  the offering  price is estimated
         solely for the purposes of calculating  the  registration  fee and is based on the average of the high and
         low prices reported for the Common Stock on NASDAQ on April 30, 2001.
EXPLANATORY NOTE
In accordance  with the  instruction  Note to Part I of Form S-8, the  information  specified in Part I of
Form S-8 has been  omitted  from this  Registration  Statement  on Form S-8 for offers and sales of common stock of
YOCREAM International, Inc. (the "Company"), pursuant to the Company's 2000 Stock Option Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference.
The following  documents  filed by YOCREAM  International,  Inc. (the  "Company")  with the Securities and
Exchange Commission are incorporated by reference in this registration statement:
1.
The Company's  annual report on Form 10-K for the year ended October 31, 2000 (filed  January 30,
2001 Film No. 1518356);
2.
The  Company's  quarterly  report on Form 10-Q for the quarter  ended  January 31,  2001,  (filed
March 20, 2001, Film No. 1572104).
3.
All other  reports  filed  since  October 31,  2000  pursuant  to Sections  13(a) or 15(d) of the
Securities Exchange Act of 1934.
All documents  filed by the Company  subsequent to those listed above pursuant to Sections  13(a),  13(c),
14,  or 15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  prior  to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered hereby have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be  incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.
Item 4.  Description of Securities.
Not Applicable.
Item 5.  Interests of Named Experts and Counsel.
Not Applicable.
Item 6.  Indemnification of Directors and Officers.
Under the Oregon Business  Corporation Act (Oregon Revised  Statutes  ("ORS")  Sections 60.387 to 60.414),
applicable  to the Company,  a person who is made a party to a proceeding  because such person is or was an officer
or director of a corporation (an  "Indemnitee") may be indemnified by the corporation  against  liability  incurred
by the  Indemnitee in connection  with the  proceeding if (i) the  Indemnitee's  conduct was in good faith and in a
manner he or she  reasonably  believed was in the  corporation's  best interest or at least not opposed to its best
interests,  and (ii) if the  proceeding  was a criminal  proceeding,  the  Indemnitee  had no  reasonable  cause to
believe his or her conduct was unlawful.  Indemnification  is not permitted if the Indemnitee  was adjudged  liable
to the  corporation  in a proceeding  by or in the right of the  corporation,  and if the  Indemnitee  was adjudged
liable on the basis that he or she improperly  received a personal  benefit.  Unless the articles of  incorporation
of the corporation provide otherwise,  such  indemnification is mandatory if the Indemnitee is wholly successful on
the merits or otherwise, or if ordered by a court of competent jurisdiction.
The  Company's  Restated  Articles  of  Incorporation  (the  "Articles")  provide  that the  company  will
indemnify its directors and officers,  to the fullest extent permissible under the Oregon Business  Corporation Act
against all expense  liability and loss  (including  attorney  fees) incurred or suffered by reason of service as a
director or officer of the  Company or is or was  serving at the  request of the  Company as a  director,  officer,
partner,  trustee,  employee or agent of another corporation,  partnership,  joint venture, trust, employee benefit
plan or other enterprise.
The effect of these  provisions  is to limit the  liability of  directors  for  monetary  damages,  and to
indemnify our directors and officers for all costs and expenses for liability  incurred by them in connection  with
any action,  suit or proceeding in which they may become  involved by reason of their  affiliation  with us, to the
fullest  extent  permitted by law.  These  provisions do not limit our rights or any  shareholder's  rights to seek
non-monetary  relief,  and do not affect  director's or officer's  responsibilities  under any other laws,  such as
securities or environmental laws.
Item 7.  Exemption from Registration Claimed.
Not Applicable.
Item 8.  Exhibits.
The  exhibits  required by Item 601 of  Regulation  S-K being filed  herewith  or  incorporated  herein by
reference are as follows:
Exhibit
5.1           Opinion of Foster Pepper & Shefelman LLP
23.1          Consent of Grant Thornton LLP
23.2          Consent of Foster Pepper & Shefelman (Included in Exhibit 5.1)
24.1          Power of Attorney (included in signature page)
99.1          2000 Stock Option Plan  (Incorporated  by reference to the 10-Q for the period ending April 30, 2000 filed
on June 16, 2000)
Item 9.  Undertakings.
The undersigned registrant hereby undertakes:
(1)      To file,  during any period in which  offers or sales are being made,  a  post-effective  amendment to
this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
(ii)
To reflect in the  prospectus  any facts or events  arising after the effective  date of
                           the  registration  statement  (or the  most  recent  post-effective  amendment  thereof)
                           which,  individually  or in  the  aggregate,  represent  a  fundamental  change  in  the
                           information  set forth in the  registration  statement.  Notwithstanding  the foregoing,
                           any increase or decrease in volume of  securities  offered (if the total dollar value of
                           securities  offered would not exceed that which was  registered)  and any deviation from
                           the low or high end of the  estimated  maximum  offering  range may be  reflected in the
                           form of  prospectus  filed  with the  Commission  pursuant  to Rule  424(b)  if,  in the
                           aggregate,  the changes in volume and price  represent no more than 20 percent change in
                           the maximum  aggregate  offering  price set forth in the  "Calculation  of  Registration
                           Fee" table in the effective registration statement.
(iii)
To  include  any  material  information  with  respect to the plan of  distribution  not
                           previously  disclosed  in the  registration  statement  or any  material  change to such
                           information in the registration statement.
Paragraphs  (i) and (ii) will not apply if the  information  required to be  included in a  post-effective
amendment by those  paragraphs is contained in periodic  reports filed by the registrant  pursuant to Section 13 or
Section  15(d) of the  Securities  Exchange Act of 1934 that are  incorporated  by  reference  in the  registration
statement.
(2) That,  for the purpose of  determining  any  liability  under the  Securities  Act of 1933,  each such
post-effective  amendment shall be deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such  securities  at that time shall be deemed to be the initial  bona fide  offering
thereof.
(3) To  remove  from  registration  by means of a  post-effective  amendment  any of the  securities  that
remain unsold at the termination of the offering.
SIGNATURES
Pursuant  to the  requirements  of the  Securities  Act of  1933,  the  registrant  certifies  that it has
reasonable  grounds to believe  that it meets all of the  requirements  for filing on Form S-8 and has duly  caused
this Registration Statement to be signed on its behalf by the undersigned,  thereunto duly authorized,  in the City
of Portland, State of Oregon, on the 25th day of April, 2001.
YOCREAM INTERNATIONAL, INC.
By:
/s/ John N. Hanna
John N. Hanna, Chief Executive Officer
POWER OF
ATTORNEY
Each person whose
individual signature appears below hereby authorizes and appoints JOHN N. HANNA
and W. DOUGLAS CAUDELL, and each of them with the power of substitution, to act
as his true and lawful attorney in fact and agent to act in his name, place and
stead, and to execute in the name and on behalf of each person, individually and
in each capacity stated below, and to file any and all amendments to this
registration, including any and all post-effective amendments or new
registration pursuant to Rule 462.
Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated.
By:
/s/ John N. Hanna
Date:  April  25, 2001
John N. Hanna, Chief Executive Officer
and Chairman of the Board of Directors
By:
/s/ David J. Hanna
Date:  April  25, 2001
David J. Hanna, President and Director
By:
/s/ James S. Hanna
Date:  April  25, 2001
James S. Hanna, Director
By:
Date:  April  25, 2001
Carl G. Behnke, Director
By:
/s/ William J. Rush
Date:  April  25, 2001
William J. Rush, Director
By:
/s/ W. Douglas Caudell
Date:  April  25, 2001
W. Douglas Caudell, Chief Financial Officer
EXHIBIT INDEX
Exhibit
5.1
Opinion of Foster Pepper & Shefelman LLP
23.1
Consent of Grant Thornton LLP
23.2
Consent of Foster Pepper & Shefelman (Included in Exhibit 5.1)
24.2
Power of Attorney (included in signature page)
99.1
2000 Stock Option Plan  (Incorporated  by reference to the 10-Q for the period ending April 30, 2000 filed
on June 16, 2000)
EXHIBIT 5.1
April 25, 2001
Board of Directors
YOCREAM International, Inc.
5858 N.E. 87th Avenue
Portland, Oregon  97220
Re:
Form S-8 Registration of YOCREAM International, Inc.
2000 Stock Option Plan
Ladies and Gentlemen:
This firm is special
counsel to YOCREAM International, Inc., an Oregon corporation (the
"Company"), and in that capacity we have assisted in the preparation
of certain documents, including the Company's Registration Statement on
Form S-8 (the "Registration Statement"), relating to the registration
and issuance of up to 100,000 shares of the Company's common stock
("Shares") in accordance with the Company's 2000 Stock Option
Plan (the "Plan").
In the course of our
representation described above, we have examined the Plan, the Registration
Statement as prepared for filing with the Securities and Exchange Commission,
and related documents and correspondence. We have reviewed the Restated Articles
of Incorporation and Bylaws of the Company, as amended to date, and excerpts
from minutes of certain meetings of the Board of Directors and of the
shareholders of the Company. We have received from the officers of the Company
certificates and other representations concerning certain factual matters
relevant to this opinion. We also have received certificates from, and have made
inquiries of public officials in those jurisdictions in which we have deemed it
appropriate.
As to matters of fact, we
have relied upon the above certificates, documents and investigation. We have
assumed without investigation the genuineness of all signatures, the
authenticity and completeness of all documents submitted to us as originals and
the conformity to authentic and complete original documents of all documents
submitted to us as certified or photostatic copies.
Based upon and subject to
all of the foregoing, we are of the opinion that:
The Shares have been
validly authorized, and when (i) the Registration Statement becomes effective;
(ii) the applicable provisions of the Securities Act of 1933, as amended, and
such state securities laws as may be applicable have been complied with; and
(iii) the Shares have been delivered against payment therefor as contemplated by
the Registration Statement and the Plan, the Shares will be validly issued,
fully paid and non-assessable.
Regardless of the states in
which members of this firm are licensed to practice, this opinion is limited to
the present laws of the State of Oregon and the United States of America and to
the facts bearing on this opinion as they exist on the date of this letter. We
disclaim any obligation to review or supplement this opinion or to advise you of
any changes in the circumstances, laws or events that may occur after this date
or otherwise update this opinion.
This opinion is provided to
you as a legal opinion only, and not as a guaranty or warranty of the matters
discussed herein. Our opinion is limited to the matters expressly stated herein,
and no other opinions may be implied or inferred.
This opinion is solely for your information and is not to be quoted in whole or in part or otherwise
referred to, nor is it to be filed with any governmental agency or other person, without our prior written
consent.
We hereby consent to the
filing of this opinion with the Securities and Exchange Commission as an exhibit
to the Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the General Rules and Regulations of the Commission.
Very truly yours,
FOSTER PEPPER & SHEFELMAN LLP
By:
/s/ Curt Gleaves
Curt Gleaves
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
We have issued our report
dated January 12, 2001 accompanying the financial statements of YOCREAM
International, Inc. appearing in the Annual Report on Form 10-K for the year
ended October 31, 2000, which are incorporated by reference in this Registration
Statement on Form S-8. We consent to incorporation by reference in the
Registration Statement of the aforementioned report.
/s/ Grant Thornton LLP
Portland, Oregon
April 26, 2001