INTERFOODS OF AMERICA INC, 10SB12B/A, 1996-12-27

INTERFOODS OF AMERICA INC
10SB12B/A, 1996-12-27
EATING PLACES

Previous: WARBURG PINCUS GLOBAL POST VENTURE CAPITAL FUND INC, 24F-2NT, 1996-12-27

Next: ADVANCED AERODYNAMICS & STRUCTURES INC/, 3, 1996-12-27

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO
FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS

UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

INTERFOODS OF AMERICA, INC.

- --------------------------------------------------------------------------------
(Name of Small Business Issuer in its charter)

NEVADA 59-3356-011

- ------------------------------------- ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)

9400 SOUTH DADELAND BOULEVARD, SUITE 720, MIAMI, FLORIDA 33156
- ------------------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)

Issuer's Telephone Number, (305) 670-0746

----------------
Securities to be registered pursuant to 12(b) of the Act: None

Securities to be registered pursuant to 12(g) of the Act:

COMMON STOCK $.001 PAR VALUE

---------------------------------
(Title of Class)

<PAGE>

INFORMATION REQUIRED IN REGISTRATION STATEMENT

PART I

On September 13, 1996, the Company effected a corporate name change from Sobik's
Subs, Inc. to Interfoods of America, Inc.

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

Interfoods of America, Inc, a Nevada corporation (the "Company"), is
presently engaged in the business of (i) establishing, developing, operating,
franchising, servicing, and owning restaurants nationally under the name
SOBIK'S(registermark) SUBS and (ii) operating 11 Popeyes(registermark) chicken
franchises in South Florida and Alabama as a franchisee. The Company currently
has three wholly-owned subsidiaries: (1) SBK Franchise Systems, Inc., which,
through an exclusive master license with Sobik's Sandwich Shops, Inc., the
franchiser of Sobik's Subs restaurants, develops, franchises and services the
Sobik's franchises; (2) Sobik's Restaurant Corp., which establishes, owns, and
operates 9 Sobik's Subs Shops; and (3) Sailormen, Inc., which currently is the
franchisee for the 15 Popeyes restaurants, 11 of which are in South Florida and
4 of which are in Alabama. The four Alabama franchises were purchased in
October, 1996.

Maddison Avenue Marketing, Inc. ("Maddison"), the predecessor to the
Company, was incorporated on November 18, 1987 in British Columbia, Canada.
Maddison was initially organized to operate in business marketing, advertising
and public relations. However, due to disagreements among management concerning
internal management policies, the business intent of Maddison was subsequently
abandoned. In March, 1991, under new management, Maddison entered into the
acquisition business and increased its authorized capital to 2,500,000 shares,
of which 2,000,211 were issued. Due to economic conditions and the decline of
business locally, Maddison became inactive.

On May 13, 1994, Maddison organized FD Chemicals, Inc. as a Nevada
corporation and wholly owned subsidiary of Maddison. On May 19, 1994, the
shareholders of Maddison exchanged all of their shares in Maddison (an aggregate
of 2,000,211 shares) for all of the shares held by Maddison in FD Chemicals Inc.
(an aggregate of 2,000,211 shares) on a one-share-for- one-share basis. Upon
consummation of the share exchange, Maddison became an inactive corporation
while looking for a viable business for a possible merger.

On June 30, 1995, the Company, as FD Chemicals, entered into an exchange
agreement (the "SBK Agreement") with SBK Franchise Systems, Inc. ("SBK"), a
Florida corporation organized on March 12, 1993, whereby 4,000,000 shares of
common stock of the Company, as FD Chemicals, were exchanged for all of the
issued and outstanding capital stock of SBK. SBK is engaged in developing,
franchising and servicing Sobik's Sub Shops franchises through an exclusive
licensed obtained from Sobik Sandwich Shops, Inc., the franchisor of the Sobik's
Sub

<PAGE>

Shops restaurants. See "Sobik's License Agreement." Upon consummation of the SBK
Agreement, SBK became a wholly owned subsidiary of the Company, as FD Chemicals.
Subsequently, on July 7, 1995, FD Chemicals, Inc. changed its name to Sobik's
Subs, Inc.

In connection with SBK Agreement, on June 27, 1995, the Company, as FD
Chemicals, also formed SBK Foods, Inc., a Florida corporation, as a wholly owned
subsidiary. On July 12, 1995, the name was changed to Sobik's Restaurant Corp.,
which was organized for the purpose of establishing, owning and operating
Sobik's Sub Shops, pursuant to a franchise agreement with SBK. Currently,
Sobik's Restaurant Corp. owns and operates 9 Sobik's Sub Shops. Sobik's
Restaurant Corp. will be selling its units to potential franchisees, however no
agreements have been reached to date. Following the sale of all the units,
Sobik's Restaurant Corp. will no longer operate as a subsidiary of the Company.

On January 22, 1996, the Company, Sailormen, Inc. ("Sailormen"), a
Florida corporation, and the shareholders of Sailormen, Inc. entered an
Agreement and Plan of Reorganization (the "Sailormen Agreement"). Under the
Sailormen Agreement, effective May 14, 1996, the Company issued 2,500,000 shares
of its common stock to the shareholders of Sailormen in exchange for all of the
issued and outstanding shares of capital stock of Sailormen. Sailormen was
organized in 1984 under the laws of the state of Florida. Pollo Grande, Inc., a
wholly owned subsidiary of Sailormen, was organized in April of 1993 as a
Florida corporation. Upon consummation of the transaction, Sailormen became the
Company's third wholly owned subsidiary and Pollo Grande, Inc. continued to
exist as a wholly owned subsidiary of Sailormen.

The following chart sets forth the Company's corporate structure:

INTERFOODS OF AMERICA, INC.

(NEVADA CORPORATION)

(FORMERLY FD CHEMICALS, INC.AND SOBIK'S SUBS, INC.)

100% ownership
100% ownership pursuant pursuant to
to June 30, 1995 100% ownership January 22, 1996
Exchange Agreement organized June 27, 1995 Sailormen Agreement

SBK Franchise Systems, Inc. Sobik's Restaurant Corp. Sailormen, Inc.
(FLORIDA CORPORATION) (FLORIDA CORPORATION) (FLORIDA CORPORATION)

Pollo Grande, Inc.
(FLORIDA CORPORATION)

<PAGE>

On September 13, 1996, the Company effected a corporate name change from
Sobik's Subs, Inc. to Interfoods of America, Inc.

The Company's headquarters is located at 9400 South Dadeland Boulevard,
Suite 720, Miami, Florida 33156 and its telephone number is (305) 670-0746.

SUB SANDWICH BUSINESS SEGMENT

HISTORY

In 1965, the Sobik family opened its first sandwich shop in Orlando,
Florida, under the name "The Q.P. Sandwich Shop". In 1969, the Sobik family
opened the first Sobik's Subs Shop in Altamonte Springs, Florida. During the
following years, several other Sobik's Sub Shops were opened throughout Central
Florida. In 1972, Sobik's Sandwich Shops, Inc., which is owned by the Sobik
family, sold its first franchise in Apopka, Florida. In 1993, through an
exclusive license agreement, Sobik's Sandwich Shops, Inc. granted SBK, a wholly
owned subsidiary of the Company engaged in developing, franchising and servicing
Sobik's Sub Shops, the exclusive right to develop, sell and service Sobik's Sub
Shop franchises throughout the world. This license agreement included an
assignment of License and Franchise Agreements with 39 franchisees.

THE SOBIK'S LICENSE AGREEMENT

On March 1, 1993, SBK and Sobik's Sandwich Shops, Inc. entered into an
exclusive license (the "License") agreement, which included an assignment of
License and Franchise Agreements with 39 franchisees and the right to acquire
the Sobik's trademark and logo upon specified terms and conditions. The term of
the License is for ten years and SBK has the option of purchasing all of the
rights under the License for approximately $100,000 at the end of the fifth
year. SBK assumed all rights, duties and obligations as franchisor under said
License and Franchise Agreements pursuant to the assignment. There was no
relationship between SBK and Sobik's Sandwich Shops, Inc. prior to March 1,
1993. At present, Sobik's Sandwich Shops continue to operate four Sobik's Subs
restaurants but does not franchise any restaurants.

THE JUNE 25, 1996 AGREEMENT

Pursuant to an Agreement between Robert S. Berg, Steven M. Wemple,
James S, Byrd, Norman Kaufman and the Company dated June 25, 1996, ("the June
1996 Agreement"), James S. Byrd has resigned from all his capacities as an
officer of the Company and will resign as director of the Company and its
subsidiaries at such time as the Company's stock becomes listed on the National
Association of Securities Dealers Automated Quotation System ("Nasdaq").

4
<PAGE>
Norman R. Kaufman resigned as an officer of the Company and its subsidiaries,
and will resign as a director of the Company and its subsidiaries at such time
as the Company's stock becomes listed on Nasdaq.

Pursuant to the June 1996 Agreement, the Company will purchase 400,000
shares of common stock from James S. Byrd at the price of $1.00 per share in
monthly increments of 5,000 shares per month with the first purchase on July 25,
1996. Following the Company's listing of the Company's Common Stock on the
Nasdaq OTC Bulletin Board, Mr. Byrd will have the right to sell his remaining
shares of Common Stock in a private sale to any purchasing party (pursuant to
federal and state securities and other laws) at 200,000 for the first quarter
following the Nasdaq listing and 100,000 shares of common stock per quarter
thereafter, with the Company retaining the right of first refusal with respect
to the sales of the shares

Pursuant to the June 1996 Agreement, 200,000 shares of the Company's
common stock will be transferred to Steven M. Wemple on or before July 25, 1996
as follows: (i) 50,000 shares from James S. Byrd, (ii) 100,000 shares from
Norman R. Kaufman, and (iii) 50,000 shares, registered to Magic Properties and
delivered by James S. Byrd who has control over those shares. These shares will
be held in escrow and delivered when the Company stock is approved for Nasdaq
listing.

Pursuant to the June 1996 Agreement and commencing on July 15, 1996 and
terminating on July 15, 1997, the Company will pay James S. Byrd, $2,500 per
month for consulting fees. Also, pursuant to the June 1996 Agreement and
commencing on July 30, 1996 and terminating on July 30, 1997, the Company will
pay Norman R. Kaufman $2,500 per month for consulting fees. Both James S. Byrd,
and Norman R. Kaufman will make themselves available to the Company for a
minimum of 10 hours per month.

Mr. Byrd and Mr. Kaufman resigned to pursue other opportunities outside
the restaurant franchise business. The effect on the Company was to have new
management, experienced in the restaurant franchise business, administer the
Company. The new management, unlike Mr. Byrd and Mr. Kaufman, were familiar with
a multi-unit, multi-concept business as opposed to the single concept company
developed by Mr. Byrd and Mr. Kaufman.

5
<PAGE>
OPERATIONS

Through its wholly owned subsidiary SBK, the Company is engaged in
franchising restaurants (the "Restaurants/Units") operating under the federally
registered service mark SOBIK'S(registermark) and the name "Sobik's Subs". As of
May 1, 1996, there were 39 franchised Restaurants in operation and agreements
were in place for the opening of an additional 10 franchised Restaurants and 9
Company-owned Restaurants.

The Restaurants offer a menu of submarine (sub) style sandwiches (also
referred to as hoagies or heroes, in some regions of the United States), salads,
soups, pastas, desserts and beverages. The Company believes that the sub
sandwiches offered in the Restaurants are distinctive in the market because they
can be served grilled or cold and the Restaurants incorporate proprietary
recipes and ingredients. These ingredients, recipes and techniques are
controlled by the Company through trade secret protection and non-disclosure
agreements with suppliers, to provide uniformity of taste and quality among all
of the Restaurants. Most of the ingredients used in the Restaurants, including
sandwich dressings, tuna mix blends, take-out garlic oil blend and marinara
sauce, are prepared for or approved by the Company in accordance with recipes
developed by the Company. Additionally, the Company believes that the
Restaurants offer a more varied menu compared to its competitors and each sub
sandwich is made to order.

The Company believes that quality ingredients are essential to the
success of the Restaurants. In order to help achieve this goal, all ingredients
must be purchased by franchisees from approved suppliers to maintain quality and
uniformity of taste, and the Company requires its franchisees to purchase
ingredients that are of a higher quality than those used in most other sub
sandwich restaurants. As a result, the food products offered in the Restaurants
are generally of a higher quality than those of the typical fast food operation.

Each Restaurant have a distinctive trade dress, incorporating a
comfortable dining area with a delicatessen feeling with typical deli counters,
green cabinetry and counters and red, yellow and green striping throughout. Open
kitchens, where every submarine sandwich is made to order, help contribute to
the ambiance of the Restaurants.

The following table presents historical average sales information per
Restaurant for the periods indicated:

Year Ended Average Sales
September 30 Per Restaurant
------------ --------------

1994 $185,000

1995 $190,000

The average sales per Restaurant data provided above was derived by
taking the gross sales for the entire time period indicated divided by the
number of such Restaurants. All of the

6
<PAGE>
Restaurants from which the above information was derived were operating in
Florida. There is an established market in Florida for the Sobik's concept that
may not be present in all locations.

CONCEPT AND STRATEGY

The Company's marketing strategy is to position the Restaurants between
fast food and full-service dining. This approach allows the Restaurant to appeal
to the consumer who is not looking for the fast food style, hurried lunch or
dinner of fast food restaurants or for the lengthy, expensive, dining experience
of full-service restaurants but wants a leisurely inexpensive meal in
full-service dining surroundings. As a result of growing public awareness of the
high fat, cholesterol and salt content of typical fast food products, the
Company believes that consumers are looking for a healthy and tasty alternative
to typical fast foods. The Company believes that today's busy families are
looking for a more convenient and reasonably priced alternative to full- service
dining. The Company believes that the Sobik's Sub Shops combine quick service,
higher quality food products, with a comfortable in-house dining area having a
deli-like ambiance. The Sobik's Sub Shops have a well-lit atmosphere with a
cheerful color scheme enhancing the customers dining experience. The combination
of fast, healthy foods, relaxing atmosphere, and reasonable pricing encourages
customers to frequent Sobik's Subs.

A primary growth strategy for the Company is based on the "Conjunctive
Use" concept. The term 'Conjunctive Use' is the "marrying" of two or more
separate complimentary businesses under one facility. The Company's believes
that the fast-food industry lends itself to rapid and substantial growth
adapting utilizing the "Conjunctive Use" concept to Sobik's Sub Shops
franchises. During the past eighteen months, convenience store chains and
operators, grocery store chains and operators, and other types of general
merchandising outlets have determined that a tremendous profit opportunity is
provided for them through the implementation of a 'conjunctive use' or 'branded
food' partnership or program within their facility. Specifically, many
convenience store and grocery chains are becoming fast-food franchisees, so that
they can "marry" their concept and traffic driving potential with a readily
identifiable brand of food. This not only provides these retail outlets with a
separate, low investment profit center, but also drives additional traffic to
their door, which will result in a national increase in other merchandise sales.

Recently, fast food chains such as Subway, KFC, McDonalds, Burger King,
Popeyes, and Taco Bell have successfully exploited this rapidly growing
phenomenon by entering into partnerships with, or selling franchises to
convenience stores and grocery chains. The convenience store industry, as a
whole, is rapidly moving to "partner" up with branded foods, and certain
analysts have predicted that as many as eighty percent (80%) of all convenience
stores will employ some type of branded food program during the coming
thirty-six (36) months. There are 93,200 convenience stores across the United
States which translates into a huge potential for the Conjunctive Use. The
Company has already moved to take advantage of this enormous opportunity by:

\bullet\ The opening of 8 Company owned Units inside convenience stores;

7
<PAGE>
\bullet\ The execution of a multi-unit franchise agreement with Reliance
Petroleum, Inc for placement of future Sobik's Sub Shops inside
of convenience stores in the Tampa, Florida area of which one
has been opened in July, 1996;

\bullet\ The execution of a multi-unit franchise agreement with Island
Food Stores of Jacksonville, Florida to open Sobik's in
Jacksonville, Tampa and Ocala, Florida. 2 of which have already
opened;

\bullet\ The execution of a territorial development agreement for Ocala,
FL with five Units planned in Ocala over the next five years of
which one has been opened in July, 1996;

\bullet\ The execution of a territorial development agreement for
development of the State of Nebraska, with 60 Units contracted
for over a 10 year period. Three Units have already opened in
Lincoln, Nebraska; and

\bullet\ The execution of a multi-unit agreement with Delco Oil of
Volusia County, Florida for the placement of Sobik's
company-owned Restaurants inside 10 Fina convenience stores
in Deland, DeLeon Springs, Orlando and other Florida areas.
Currently, there are 5 Units operating under this agreement.

Although Sobik's is not as large as its competitors which include
Subway, KFC, Taco Bell, McDonald's and others, Sobik's believes that it has a
unique advantage in the Conjunctive Use area, over each of these giants, as
follows:

1. Sobik's, like Subway and Blimpies, but unlike McDonalds, KFC, Taco
Bell, and others, is a clean and simple concept which does not involve
major structural renovations including hoods, fryers and the like.
Because of this, a sub sandwich concept is a lower investment, simpler,
and much more preferable type of conjunctive use for a typical
convenience store owner, particularly the independent or small chain
operator who cannot afford the expensive capital renovations necessary
to place a hamburger, fried chicken or pizza food system within the
convenience store. Additionally, insurance premiums increase when fryers
and large ovens are required in restaurants.

2. Because Sobik's is relatively new, it is not precluded by territorial
restrictions resulting from its franchise agreements from entering into,
or further penetrating, many major markets across the United States,
unlike Subway's and, to a lesser extent, Blimpies who have such
restrictions. A number of medium to large convenience store chains which
desire to deal with one food franchise with whom they can be identified,
are seeking other alternatives to Subway and Blimpies because of these
restrictions..

3. Sobik's is a low investment, simple concept. In contrast to the sixty
to one-hundred and thirty thousand dollars ($60,000.00 to $130,000.00)
which is the typical cost for opening a standard stand-alone Sobik's Sub
Shop, a Restaurant can be placed within

8
<PAGE>
a convenience store for thirty to forty-five thousand dollars
($30,000.00 to $45,000.00). Given the fact that the convenience store
owner or operator will already have paid for the facility, and that
overhead will only consist of food, labor costs, and marginal overhead
costs, the return on investment is much greater for this type of
application than a standard franchise Unit. Thus, the convenience store
operator can have the best of both worlds with a Sobik's Sub franchise:
A low investment, simple, high return concept.

AREA DIRECTORS

The Company believes that its primary vehicle for achieving its
Company's planned growth is expected to be its Area Director marketing program
(the "AD Program"), established by the Company in September of 1995, and
designed to assist the Company in accelerating the marketing and sale of
franchises and the selection of Restaurant locations in the Exclusive Area
("Exclusive Area"). Each Exclusive Area is established with reference to "areas
of dominant influence" of local television broadcast stations as defined by
broadcast industry standards. The Company's growth strategy clusters Restaurants
in particular television markets, in order to facilitate implementation of its
advertising program. See "Advertising." The Company intends to use trade shows
and print media to market its AD Program. As of May 1, 1996, the Company had one
Area Director who had undertaken to open 60 new Restaurants in the State of
Nebraska. The Company plans to recruit additional Area Directors to serve key
market areas across the country that will be defined through "areas of dominant
influence" of television broadcast stations so as to facilitate advertising
efforts.

Under the AD Program, the Company grants an Area Director the right to
sell, on behalf of the Company, Sobik's franchises in a specified market area
pursuant to an Area Director Agreement. Upon execution of an Area Director
Agreement (the "AD Agreement") with the Company, an Area Director is required to
pay the Company an Exclusive Area Development Fee (the "EAD Fee") based upon the
following formula: a sum equal to the total of the area population multiplied by
3 cents. The EAD Fee is deemed fully earned by the Company when paid and is not
refundable, although that portion of the EAD fee attributable to purchase of a
franchise for the Area Director's flagship Restaurant, the precise amount of
which is negotiated between the Area Director and the Company, is not recognized
as revenue until that Restaurant is opened. The EAD fee is subject to future
adjustment by Company.

In order to develop a thorough understanding of the operation of a
Restaurant, Area Directors are advised, but not obligated, to purchase a
franchise and open and operate a franchised flagship Restaurant in an Exclusive
Area (the "Exclusive "Area") as defined in the AD Agreement, and pursuant to the
Company's then current Franchise Agreement, within a specified period after
execution of the AD Agreement. The Area Director is also granted the right to
purchase franchises and to open and operate additional Restaurants within its
Exclusive Area, and to market franchises to third-parties for Restaurants to be
located within the Exclusive Area within a specific period of time. The Area
Director undertakes to open, directly or through the sale of franchises to
third-parties, a specified number of franchised Restaurants within its Exclusive
Area during the term of the AD Agreement. The AD Agreement does not grant an

9
<PAGE>
Area Director the exclusive right to market franchises or solicit franchisees in
the Exclusive Area, but it does grant the Area Director the right to receive
certain fees and royalties, described in more detail below, from all franchised
Restaurants (but not Company-owned Restaurants) established in its Exclusive
Area during the term of the AD Agreement. The Company reserves the right, under
the AD Agreement to market and sell franchises and to establish Company-owned
Restaurants in an Exclusive Area.

Each Area Director must maintain an office within the Exclusive Area and
actively promote the sale of Company franchises within the Exclusive Area. The
Area Director is obligated to visit with prospective franchisees and refer
appropriate locations for franchised Restaurants within the Exclusive Area to
the Company for consideration. The Company's franchise sales materials are made
available to the Area Director for his use.

The Area Director receives compensation for the services provided under
the AD Agreement in the form of a commission based upon the gross sales of each
franchised Restaurant within the Exclusive Area opened and operated during the
term of the AD Agreement. The Area Director's commission is calculated
separately for each franchised Restaurant within the Exclusive Area, based upon
the weekly gross sales. The commission rate is established by reference to a
sliding scale which ranges from one-half of one percent to 2 1/2 percent of
weekly sales. The Area Director is entitled to receive commissions for a period
of 15 years following the opening of each franchised Restaurant, notwithstanding
the expiration of the AD Agreement (unless the AD Agreement is terminated upon
the occurrence of a event of default). This approach rewards the Area Director
for selecting higher quality franchisees and higher quality locations, while
discouraging the Area Director from selecting locations that are too close
together. In addition to the foregoing, the Area Director is entitled to receive
an initial fee of $5,000 for each franchise sold within the Exclusive Area. The
commissions and the amount of the initial fee are subject to future adjustment
by Company.

The use of Area Directors to facilitate the sales of franchised Units is
used by many of the Company's competitors. The Company's AD Program, however,
differs from those of its major competitors in the submarine sandwich market in
that training, quality assurance, and operations support for the Restaurants is
not delegated to the Area Director. Rather, those matters become the
responsibility of SBK upon the opening of a franchised Restaurant and are
governed by the Franchise Agreement entered into by SBK and the franchisee.
Furthermore, SBK retains complete control over the approval of each franchisee
and Restaurant location by requiring, among other things, that the Franchise
Agreement and all related documents be executed by officers of the Company and
not by Area Directors. As a result, SBK's Area Directors are focused on the
three areas that are best addressed by local representation: franchise sales,
assistance in Restaurant site selection, and ongoing supervision.

Under the multi-unit territorial development agreement, ("Addendum to
Franchise Agreement"), the SBK retains the right to select or approve the
location of all new Restaurants, whether franchised or Company-owned. SBK's
policy is to approve Restaurant sites only if they have the attributes that SBK
believes are necessary for profitable Restaurant operations. SBK has

10
<PAGE>

conducted a comprehensive marketing study which, among other things, will
provide SBK with more detailed demographic information and information on the
occupation, income and other characteristics of the current customers of the
Restaurants. Census data will then be analyzed to identify sub-areas within each
market area that have a population meeting SBK's "customer profile" that will
support a Restaurant. That information, along with considerations such as the
availability and cost of real estate and employees, is used by SBK to select
sites for each Restaurant that offer the best prospects for success of the
Restaurant.

FRANCHISE PROGRAM

Under the Franchise Agreement and the Addendum to Franchise Agreement,
SBK authorizes individuals and companies ("Franchisee") to establish and operate
Restaurants at an approved location pursuant to the terms of a Franchise
Agreement with SBK. SBK retains the right to approve the terms of the
Franchisees' lease. Under the Franchise Agreement, SBK undertakes to perform
certain services with respect to the opening and operation of a Restaurant. In
connection with the opening of a Restaurant, those services include (i) approval
of the proposed Restaurant location, (ii) review and approval of construction
plans for the Restaurant, (iii) identification of sources of supply for items
which are ordinarily necessary to operate a Restaurant, (iv) an operations
manual providing detailed instructions with respect to operation of the
Restaurant, (v) training with respect to the SBK's method of operations,
including operating procedures, food preparation techniques, controls, promotion
programs, management and public relations, and (vi) pre-opening assistance.
After opening of the Restaurant, SBK provides continuing advise and consultation
with respect to operation of the Restaurant as well as oversight of such
operations to assure that the Restaurant conforms to SBK's standards and
requirements.

All Sobik's franchising is performed by SBK, and is done pursuant to a
written Franchise Agreement, pursuant to which SBK licenses to Franchisees, the
right to use the Sobik's name, logo, trademark, and system. The only Sobik's Sub
Shops currently operating are those franchised by SBK (apart from the four
operated by Sobik's Sandwich Shops, as indicated above) and the only Sobik's
Subs Shops that may be opened in the future are those that have a License and
Franchise Agreement with SBK. Additionally, SBK provides training and support
for Franchisees, assists in and provides other services to Franchisees pursuant
to the terms of a written Franchise Agreement between the parties.

Currently, there are 33 Sobik's franchisees, operating 41 franchise
Units. SBK receives a ten thousand dollar ($10,000.00) initial franchise fee
(from which it must pay sales commissions and expenses), in addition to a four
percent (4%) weekly royalty payment (amended to five percent (5%) for those
agreements executed in the fourth quarter of 1995) and a four percent (4%)
weekly advertising contribution. The advertising contribution is held and
distributed in a fiduciary capacity, and is utilized for the purpose of
establishing and administering local, regional, and national advertising
programs on behalf of the Sobik's system. The average yearly gross Restaurant
volume for a Sobik's franchise Unit is approximately one hundred ninety thousand
dollars ($190,000.00), so SBK has a contractual right to receive between 4% to
6% of the gross

11
<PAGE>

sales of a franchise Unit, depending upon the particular franchise agreement.
The fees are subject to future adjustment by SBK.

Upon execution of the current form of Franchise Agreement used by SBK,
Franchisees are obligated to pay SBK an initial fee of $10,000. Franchisees are
also required under the current Franchise Agreement to pay SBK a continuing
royalty fee of 5% of the Franchisees' gross sales. Franchise Agreements executed
prior to the fourth quarter of 1995, provided for a lower continuing royalty
fee. Gross sales is defined as all sales, whether on credit or for cash, and all
revenues from any source caused by the operation of the Unit, whether directly
or indirectly relating to the operation thereof. Sales tax and any other state
or federal tax which is collected by Franchisees from customers and remitted to
any government agency are deducted from gross sales prior to calculation of the
royalty payment. Franchisees are also obligated under the current Franchise
Agreement to pay an advertising fee to SBK in an amount equal to 4% of the
Franchisees' gross sales, which fees are used by SBK exclusively for national,
regional and local campaigns to enhance and build the image and goodwill of the
Sobik's system. There are certain other fees that must be paid by Franchisees to
SBK in order to reimburse SBK for costs incurred in connection with the
establishment of a Restaurant. The total average cost to Franchisees for opening
a Restaurant ranges between $60,000 and $130,000, including funds to cover the
initial franchise fee, with most of the variation attributable to differences in
the costs of leasehold improvements for the Restaurant.

All of the purchasing of the ingredients for the food products offered
in the Restaurants is done by Franchisees, with SBK maintaining approval of the
food products purchased. This approval ensures quality control by SBK of those
products offered in the Restaurant.

Franchisees, or a person designated by Franchisees and approved by SBK,
is obligated to devote his or her full time, attention and efforts to the
performance of the Franchisees' duties under the Franchise Agreement relating to
the operation of the Restaurant. Franchisees agree in the Franchise Agreement to
use their best efforts to produce maximum volume of gross sales in the
Restaurant. The Restaurant must be operated continuously on such days and during
such minimum hours, as are required by SBK, unless restricted by Franchisees'
lease or other rules applicable to the Restaurant. Franchisees agree to maintain
books and records for the Restaurant in accordance with the requirements and
specifications set forth from time to time by SBK. Franchisees are required by
the Franchise Agreement to be responsible for submitting all required reports to
SBK when and in the manner or format required by SBK. Franchisees must submit
copies of all proposed advertising or promotional materials for approval by SBK
prior to use. SBK must give its written approval to any advertising or
promotional materials before Franchisees are authorized to use such materials.

SBK expects that Restaurants operating within its franchise system will
emphasize quality "submarine" sandwiches. In order to satisfy customer
expectations regarding menus and service, SBK requires substantial uniformity
among all Restaurants. All Restaurants must conform to the decor and menu
specifications of SBK. Franchisees are not allowed to sell any goods or services
at a Restaurant other than those goods and services specified by SBK.

12
<PAGE>
COMPANY-OWNED RESTAURANTS

Currently there are nine Company-owned restaurants which provide a
significant additional source of revenue for the Company. The Company also
believes that owning and operating Restaurants will provide it with continuous
feedback concerning the opportunities and problems faced by Restaurant
operators. The Company-owned Restaurants will provide the Company with a
controlled environment for the testing of new menu items and a substantial
platform for the roll-out of new products and programs.

REVENUES

As described above, SBK's revenues are derived from a number of sources,
including a 5% royalty on all sales at franchised Restaurants, a per Restaurant
franchise fee of $10,000 and fees collected from Area Directors for the grant of
territorial Restaurant marketing rights ($0.03 per capita in the Exclusive
Area). Franchisees and Area Directors pay fees to SBK only once in connection
with execution of Franchise Agreements and AD Agreements as described above.
Royalties provide a long term source of revenue. Revenue from the sale of Area
Director rights are expected to decline as the number of remaining exclusive
areas available for sale to Area Directors declines. However, as that source of
revenue declines other sources of revenue, such as franchise fees and royalties,
are expected to increase as the number of franchised Restaurants in operation
increases. The royalty rate and franchise fees currently charged by SBK have
been set at a relatively low level compared to its major competitors in the
submarine sandwich market to foster growth in the number of Restaurants. As
SBK's chain of franchised Restaurants grows, the Company may increase royalty
rates and franchise fees in new Franchise Agreements to levels charged by
comparably sized franchised restaurant operations. Establishment of SBK-owned
Restaurants is expected to provide an additional source of revenue for SBK. SBK
is also evaluating other opportunities for creating additional sources of
revenue. Opportunities currently under consideration include developing an
equipment leasing program for new franchisees, developing standardized computer
software for the Restaurants that would be licensed or used to provide
bookkeeping services to franchises, development of real estate sites to be
leased to franchisees and implementation of a program whereby SBK would acquire
an ownership interest in flagship Restaurants opened by Area Directors.

MARKETING

Franchisees' are required to contribute four percent (4%) of gross sales
weekly to a general marketing fund. (a weekly advertising contribution). The
proceeds generated by the Marketing Fund are used to create, administer, promote
and advertise the Sobik's Sub Restaurant chain for the benefit of Franchisees
and SBK stores.

ADVERTISING

Sobik's advertising staff is developing advertising campaigns for use at
all levels to support consumer sales in all of its locations. One-third of the
advertising fees paid to the

13
<PAGE>

Company by Franchisees will go into a "national" fund to be used to develop
advertising both to attract customers to the Restaurants and to position Sobik's
in the restaurant market. Campaigns developed using the "national" fund will be
created with television, radio, and print elements, which are available to each
local Sobik's market. To date, only regional television and radio campaigns have
been undertaken because SBK's business is currently regional in scope.

Each local market will be set up as a separate Advertising Cooperative
which coincides with the area of dominant influence of local television
broadcast stations. The local cooperative utilizes the balance of advertising
fees paid by franchisees (two-thirds) as working media dollars - placing SBK
developed advertising commercials on television and radio and printing direct
mail or fliers for distribution to consumers in the immediate area surrounding a
Restaurant. Some local cooperative funds may be used for promotional sales
activities as well, such as sponsorship of events, or food to support media
events.

Consumer advertising chain wide also is funded by a vendor program in
which marketing funds are solicited by SBK from vendors on behalf of all
Restaurants once a year. A small portion of these funds are used to support
"national" fund programs which benefit all Restaurants. The majority of the
funds are distributed periodically to Advertising Cooperatives on a pro-rated
basis according to the number of Restaurants in that cooperative.

In addition to SBK advertising support, each Restaurant pursues local
marketing strategies, such as distribution of coupons and fliers in the
immediate area of the Restaurant and point of sale materials displayed in the
Restaurant.

FRIED CHICKEN/POPEYES FRANCHISE BUSINESS SEGMENT

HISTORY

The Company operates its 11 Popeyes Famous Fried Chicken and Biscuits
("Popeyes") franchises through its wholly owned subsidiary, Sailormen,
Inc.("Sailormen") and Sailormen's wholly-owned subsidiary, Pollo Grande Inc.
("Pollo Grande"). Sailormen was incorporated in Florida, in 1984, to own and
operate eight (8) Popeyes franchises spun-off from another corporation that
owned the franchises starting in 1978. Pollo Grande was incorporated in Florida
in 1993 to own and operate three (3) Popeyes restaurants in Broward County,
Florida. Both Sailormen and Pollo Grande were acquired by the Company in May
1996. All of the Popeyes restaurants are located in South Florida (Dade and
Broward counties).

OPERATIONS

The Popeyes menu features a unique spicy fried chicken, which each
restaurant prepares daily on premises and serves with a biscuit. In addition to
its spicy fried chicken, the Popeyes menu contains up to 20-25 other items,
including seasonal entrees, such as seafood dishes, and side items, such as
non-alcoholic beverages, red beans and rice, french fries, mashed potatoes with
gravy, cole slaw, and Cajun rice. Almost all of these items are prepared fresh
daily on the

14
<PAGE>

premises of each restaurant. The Popeyes menu is designed to appeal to a large
cross-section of the population, concentrating on the 18-49 age group. Most of
Sailormen's Popeyes restaurants are open seven days a week, from 10:00 am to
midnight, and serve lunch and dinner. In 1995, there were 932 Popeyes units in
operation in the U.S. and Popeyes ranks third behind KFC and Church's Chicken.
Management estimates that about 100 of these Popeyes are in Florida. The
information presented herein was obtained from the NATION'S RESTAURANT NEWS,
("NRN") August 7, 1995 (NRN Top 100 Market Share). The Company believes that
this information is the most current information of its kind available.
According to NRN, national average sales per unit for Popeyes was $772,000
annually. Sailormen's average realized sales per unit in 1995 was $795,000.

BUSINESS STRATEGY

The Company's business strategy is to expand carefully, either through
the acquisition of existing Popeyes units that can benefit from management's
expertise in improving operations or through conversion of selected sites
formerly occupied by other fast food units. Management believes the Company has
a competitive advantage over other operators because of management's successful
track record in site selection to cater to demographics and demand, and high
retention rates for the managers of its units (15-20% turnover as opposed to
150% for the industry). The Company's marketing philosophy emphasizes local
direct mail advertising (negligible electronic media) to turn small marketing
areas into loyal marketing bases by providing value purchasing.

FRANCHISE AGREEMENT

Sailormen franchises its Popeyes restaurants from America's Favorite
Chicken Company (the "Franchisor"), a Minnesota corporation which was organized
on July 27, 1992, to succeed to the interest of Al Copeland Enterprises, Inc.
("Enterprises"), a Texas corporation, pursuant to a Plan of Reorganization
confirmed on October 22, 1992, by the United States Bankruptcy Court for the
Western District of Texas, Austin Division, which became effective on November
5, 1992. The Franchisor maintains its principal place of business at Two
Concourse Parkway, Suite 600, Atlanta, Georgia 30328. Franchisor does business
under its corporate name and under the trade names and service marks "Popeyes"
and "Popeyes Famous Fried Chicken and Biscuits".

Each of the Company's Popeyes restaurants are operated under a separate
franchise agreement from the Franchisor. The franchise agreements are for an
initial term of 20 years, and may be extended for an additional ten-year term
upon the payment of one-half of the then-applicable franchise fee (currently at
$25,000) and the execution of a renewal franchise agreement (provided a written
notice of election is submitted not less than twelve months or more than
eighteen months prior to the end of the primary term), which may provide for
increased royalties and advertising contributions, and pursuant to which the
Company may be required to remodel or re-equip its restaurants to meet the
then-current standards of the Franchisor. The Company is required to pay the
Franchisor a royalty fee equal to 5% of the gross sales of each franchise
restaurant for its first five years of operation, and 5.5% of gross sales
thereafter. The royalty fee is payable weekly. The franchise agreements require
the Company to construct and operate its

15
<PAGE>

Popeyes restaurants in accordance with the detailed requirements of the Popeyes
System. All franchisees and the managers of their restaurants are required to
attend, at the franchisee's expense, training courses conducted by the
Franchisor.

The Franchisor makes centralized purchasing arrangements for basic menu
items (such as chicken, beverages, french fries, corn, rice, and jalapeno
peppers), supplies, and equipment. The Company is free to negotiate and buy from
any approved vendor. The Franchisor has approximately 100 approved non-chicken
vendors and approximately 20 approved chicken vendors. The flours, batters,
seasonings, mixes, sauces, dressings, and meats, used to prepare Popeyes spicy
fried chicken and other Popeyes menu items, constitute the proprietary products
(the "Proprietary Products"). The Proprietary Products are produced by an
affiliate of the Franchisor. Sailormen and Pollo Grande have a Distribution
Agreement with a distribution company approved by the Franchisor for the supply
of food products, dry goods and related supplies, except for fresh poultry,
carbonated beverages and various other goods, on an exclusive basis. The
Distribution Agreement commenced on March 8, 1996 and will last for 10 years and
renew annually thereafter unless terminated with 60 days notice by either party.

MARKETING AND ADVERTISING

All Popeyes company and franchise restaurants are required to contribute
3% of their weekly gross sales to a marketing and advertising fund referred to
as the Popeyes Famous Chicken & Biscuit Advertising Fund (the "Popeyes
Advertising Fund") for regional and local advertising conducted by the
Franchisor. The proceeds generated by the Popeyes Advertising Fund are used to
create, administer, promote, and advertise the Popeyes Famous Chicken & Biscuit
chain for the benefit of franchisees. The terms of the Popeyes Advertising Fund
require that all contributions and earnings be used by the Franchisor
exclusively to meet the costs of the advertising and promotional activities for
Popeyes restaurants. If the Company and other franchisees become members of any
non-profit advertising cooperatives that are organized by franchisees in certain
major television markets in which they may be located, the advertising
contribution is reduced up to 1%.

GOVERNMENT REGULATIONS

The Company is subject to Federal Trade Commission ("FTC") regulation
and several state laws which regulate the offer and sale of franchises. The
Company is also subject to a number of state laws which regulate substantive
aspects of the franchisor-franchisee relationship. The FTC's Trade Regulation
Rule on Franchising (the "FTC Rule") requires the Company to furnish to
prospective franchisees, a franchise offering circular containing information
prescribed by the FTC Rule.

State laws that regulate the offer and sale of franchises and the
franchisor-franchisee relationship presently exist in a substantial number of
states. State laws that regulate the offer

16
<PAGE>

and sale of franchises require registration of the franchise offering with state
authorities. Those that regulate the franchise relationship generally require
the franchisor to deal with its franchisees in good faith, prohibit interference
with the right of free association among franchisees, limit the imposition of
standards of performance on a franchisee and regulate discrimination against
franchisees in charges, royalties, or fees. Although such laws may restrict a
franchisor in the termination of a franchise agreement by, for example,
requiring "good cause" to exist as a basis for the termination, advance notice
to the franchisee of the termination, an opportunity to cure a default, and a
repurchase of inventory or other compensation, these provisions have not had a
significant effect on the Company's franchise operations. The Company is not
aware of any pending franchise legislation which in its view is likely to affect
significantly the operations of the Company. The Company believes that its
operations comply in all material respects with the FTC Rule and the applicable
state franchise laws.

Each Restaurant is subject to licensing and regulation by a number of
governmental authorities, which may include health, sanitation, safety, fire,
building and other agencies in the state or municipality in which the Restaurant
is located. Difficulties in obtaining or failure to obtain the required licenses
or approvals could delay or prevent the development of a new Restaurant in a
particular area. The Company is subject to federal and state environmental
regulations, but these have not had a material effect on the Company's
operations. More stringent and varied requirements of local governmental bodies
with respect to zoning, land use, and environmental factors could delay or
prevent the development of a new Restaurant in a particular area.

The Company is also subject to state and federal labor laws that govern
its relationship with its employees, such as minimum wage requirements,
overtime, working conditions, and citizenship requirements. Current
Congressional proposals relating to mandated employee health care programs may
also impact the Company, if they become law. Significant numbers of food service
and preparation personnel are paid at rates governed by the federal minimum
wage. Accordingly, increases in the benefits under any of these laws would
increase labor costs to the Company and its franchisees.

COMPETITION

GENERALLY

The statistics discussed below were obtained from the NATION'S
RESTAURANT NEWS, August 7, 1995 (NRN Top 100 Market Share). The Company believes
that this information is the most current available.

The restaurant industry is highly competitive with respect to price,
service, food quality, and location, and there are numerous well-established
competitors possessing substantially greater financial, marketing, personnel,
and other resources than the Company. There is also active competition for
restaurant managers and hourly restaurant employees, as well as intense
competition for commercial real estate suitable as sites for quick-service
restaurants.

17
<PAGE>
LEADING BURGER AND SUBMARINE CHAINS WITH AT LEAST 600 RESTAURANTS

BURGER CHAINS NO. OF UNITS SUB CHAINS NO. OF UNITS
- ------------- ------------ ---------- ------------
McDonalds 10,175 Subway 10,351
Burger King 6,400 Blimpie 1,920
-------
Dairy Queen 4,935 12,271
Wendy's 4,263
Hardee's 3,405
Sonic 1,500
Jack-in-the-Box 1,240
Carl's Jr. 639
---
TOTAL 32,557

The Company is required to respond to various factors affecting the
restaurant industry, including changes in consumer preferences, tastes, and
eating habits, demographic trends and traffic patterns, increases in food and
labor costs, and national, regional and local economic conditions. A number of
fast food restaurant companies have recently been experiencing flattening growth
rates and declines in average sales per restaurant, in response to which certain
of such companies have adopted "value pricing" strategies. Such strategies could
have the effect of drawing customers away from companies which do not engage in
discount pricing and could also negatively impact the operating margins of
competitors, including the Company, which do attempt to match competitors' price
reductions.

SOBIK'S SUBS SHOPS

The Company competes in the sandwich segment of the fast food industry,
a segment long dominated by hamburger chains. Subway, the nation's largest
submarine sandwich restaurant chain, has grown significantly in recent years and
expected to have a total of 10,351 units opened by the end of 1995. The
expansion of Subway has drawn attention to submarine sandwiches, during a time
of growing concern relating to beef and fried foods. Despite the growth of
Subway, its sales revenues make up less than 6% of the total sales revenue of
the 18 largest sandwich chains. The Company believes that the submarine sandwich
segment is underdeveloped, and that demand for submarine style sandwiches will
continue to grow. Blimpie, the second largest submarine sandwich chain is
expected to have 1,920 units opened at the end of calendar year 1995. Most of
the other submarine sandwich chains currently have less than 150 units each or
are primarily concentrated in their home markets, i.e., Miami Subs (Florida),
Cousins (Wisconsin), Togos (California) and Tubby's (Michigan).

Other national non-submarine sandwich chains have added submarine
sandwiches to their menus, further adding the awareness of the category. Dominos
Pizza is delivering a limited line of submarine sandwiches to their menus.
Convenience stores have been offering pre-made "commodity type" cold submarine
sandwiches in their stores for over a decade.

18
<PAGE>
Of the top 100 restaurant chains, 18 are sandwich chains, which include
burgers and taco chains. These top 18 sandwich chains have $47 billion in annual
sales, with 56,829 restaurant units. Subway and Blimpie are the ONLY sub
sandwich chains found in the top 18. Subway's U.S. system wide food service
sales is $2.9 billion, with 10,351 units operating. Blimpie's total sales is
$345 million with 1,920 units operating. The size of the sub sandwich market
continues to grow, primarily as a result of a decrease in the burger market
share.

The Company's major competitors, including Blimpie, have followed Subway
closely in the style and quality of the product, creating very little , if any
differentiation in the market. Subway offers a low-cost product, in a fast food
style restaurant, with limited seating. The Company believes that it has
positioned the Restaurants between the traditional fast food restaurant and
full-service dining, and has focused on higher quality products, to distinguish
the Restaurants from their competitors. There can be no assurances, however,
that consumers will be able to distinguish between the Company's products and
those of its competitors. Moreover, competitors such as Blimpies and Subways
have better name recognition than the Company and have dedicated substantially
more funds toward marketing and advertising than the Company.

In addition to its Restaurant operations, the Company competes with fast
food chains, major restaurant chains and other franchisors for franchisees. Many
franchisors, including those in the restaurant industry, have greater market
recognition and greater financial, marketing, and human resources than the
Company. The Company believes that it can compete successfully for franchisees
for several reasons. The franchise fees and royalties charged by SBK tend to be
lower than those of its major submarine sandwich competitors. For example, while
the franchise fee for an SBK Restaurant is $10,000 and the royalty fee is 5% of
gross receipts, Blimpie's individual franchise fee is $18,000 and their royalty
fee is 6% of gross receipts. The total cost of opening a Sobik's Restaurant
tends to be lower than that of hamburger fast food and full- service dining
restaurants. Finally, the ambiance of Restaurants offers Franchisees a pride
in ownership that is unique to the Sobik's concept.

POPEYES RESTAURANTS

The fast-food restaurant business is highly competitive and is often
affected by changes in taste and eating habits of the public, and local and
national economic conditions affecting spending habits, population, and traffic
patterns. The principal bases of competition in the industry are food quality,
speed of service, and price; but advertising, location, and attractiveness of
facilities are also important. Popeyes competes with other national fried
chicken chains such as KFC and Church's, and with all other quick-service
restaurants, including national and regional restaurant chains, and with
convenience stores, delicatessens, cafeterias, and grocery stores which sell
convenience and microwave food, some of which have greater financial resources,
larger advertising budgets, and more national recognition than those of Popeyes.

As a result of a national trend in national eating habits toward greater
chicken consumption, many quick-service restaurant chains that are not
identified with chicken have added a variety of chicken items to their menus.
While the Company believes that its spicy fried chicken

19
<PAGE>
is distinguished from the chicken offered by its competitors by unique
seasonings and tastes, product quality, and freshness, there can be no
assurances that the consumer will enjoy its distinctive recipe or that
competitors will not offer substantially similar recipes.

INTELLECTUAL PROPERTY PROTECTION

As part of the License Agreement between SBK and Sobik's Sandwich Shops,
Inc., SBK has the right to purchase the SOBIK'S SUBS trademark. Sobik's Sandwich
Shops, Inc. owns one federal registration in the United States Patent and
Trademark Office for the Sobik's service mark.

The Company seeks to maintain its proprietary rights by trade secret
protection and by the use of non-disclosure agreements with its employees and as
required by its suppliers and employees. Competitors or customers of the Company
may nevertheless be able to copy certain aspects of its recipes.

EMPLOYEES

The Company employs a total of 310 persons, on a full-time and part-time
basis. Of these employees, 225 are employed in Popeyes franchises, 35 as field
management personnel and the balance (190 persons) on a part-time basis, and 85
in Sobik's operations, of which 6 are in corporate management, 4 are in
administration, 6 are field management personnel and 74 are part-time. None of
the employees belong to a union and the Company has not experienced any work
stoppages. The Company believes that its labor relations are satisfactory.

The Company's headquarters is located at 9400 South Dadeland Boulevard,
Suite 720, Miami, Florida 33156 and its telephone number is (305) 670-0746.

ITEM 2. DESCRIPTION OF PROPERTY

The Company leases 2,500 square feet of office space at 1059 Maitland
Center Parkway, Maitland, Florida 32751. The base rent under the lease is $2,500
per month. The lease expires on December 31, 1996. These offices are used to
administer the Company's sandwich operations. The Company also leases 2600
square feet of office space at 9400 South Dadeland Boulevard, Miami, Florida
33156. The monthly lease expense for the Miami offices is $3,250.00. The lease
expires on December 31, 1996. These offices are used to administer all Company
operations.

The Company does not currently make any investments in real estate or
interests in real estate, including real estate mortgages or securities issued
by person primarily engaged in real estate activities, and the Company does not
now intend to make such investments in the future. The Company anticipates that
Company-owned Restaurants will be established primarily in leased premises, but
the Company may elect to purchase a Restaurant site in certain locations.

20
<PAGE>
Of the 9 Sobik's Subs restaurants operated by the Company at May 1,
1996, none of the land and buildings were owned by the Company. Of the 11
Popeyes restaurants operated by the Company, three were on land owned by the
Company with the rest being on leased premises. The Company usually tailors the
lease term according to the term of the franchise agreement. The monthly lease
expense on leased properties range between $2,128 to $7,045. The lower base rent
leases may also contain additional payments to the lessor as percentage of
sales.

Below are the 9 Sobik's Subs restaurants operated by the Company at May
1, 1996:

INTERFOODS OF AMERICA, INC. RESTAURANT CORPORATE LOCATIONS

<TABLE>
<CAPTION>
STORE
- -----
NO. NAME LOCATION MONTHLY RENT SQ. FT.
- --- ---- -------- ------------ -------
<S> <C> <C> <C> <C>
32 Titusville 3855 S. Hopkins Ave., Titusville $1,372.00 1,380

65 Merritt Island 1452 N. Courtenay Pkway, Merritt Island $1,590.00 1,200

69 Goldenrod 3011 N. Goldenrod Rd., Winter Park 9% of Sales 150

70 Westwood 6177 Westwood Blvd., Orlando 50% of Profit 150

77 Spring Garden 702 S. Spring Garden, DeLand 7.5% of Net Sales 180

78 Sanford 217 S. Park Avenue, Sanford 7.5% of Net Sales 170

79 E. Colonial 6793 E. Colonial Dr., Orlando 7.5% of Net Sales 150

80 DeLeon Springs 5145 N. Hwy. 17, DeLeon Springs 7.5% of Net Sales 150

81 Lake Mary 750 Lake Mary Blvd., 7.5% of Net Sales 150
</TABLE>

Below are the 11 Popeyes restaurants operated by the Company, three on
land owned by the Company with the rest being on leased premises with on store
currently closed at May 1, 1996:

21
<PAGE>
<TABLE>
<CAPTION>
POPEYES PROPERTY LEASED
========================================================================================================
Initial Cost of
Square Agreement Lease
Location Monthly Fees Footage Signed* Per Month
========================================================================================================
<S> <C> <C> <C> <C>
May 18, 1978
5534 NW 7th Ave. 5% gross sales (20 year lease, 10
Miami, FL 3% gross sales 2,100 year renewal $2,100.00
(advertising) option)

11205 SW 152nd St. 5% gross sales
Miami, FL 3% gross sales 2,100 July 17, 1980 $2,460.80
(advertising)

650 NE 79th St. CLOSED - rent paid
Miami, FL pending disposition 2,400 December 10, 1980 $1,875.00

$3,000 OR
1355 W. Sunrise 5% gross sales 7% of gross sales-
Blvd. 3% gross sales 2,400 March 1, 1993 whichever is higher
Ft. Lauderdale, FL (advertising)

12100 NW 7th Ave. 5% gross sales
Miami, FL 3% gross sales 2,400 May 23, 1983 $2,500.00
(advertising)

20690 NW 2nd Ave. 5% gross sales
Miami, FL 3% gross sales 2,600 October 4, 1984 $4,166.67
(advertising)

233 Hillsboro Blvd. 5% gross sales
Deerfield Beach, FL 3% gross sales 2,400 February 1, 1995 $6,000.00
(advertising)

1501 NW 20th St. 5% gross sales
Miami, FL 3% gross sales 2,400 December 28, 1984 $3,500.00
(advertising)

3291 W. Broward 5% gross sales
Blvd. 3% gross sales 2,400 July 12, 1994 1,500.00
Ft. Lauderdale, FL (advertising)
</TABLE>

* - All 20 year leases, 10 year renewal option
<TABLE>
<CAPTION>

POPEYES PROPERTY OWNED
========================================================================================================
Initial Amount of
Square Agreement Mortgage
Location Monthly Fees Feet Signed*
========================================================================================================
<S> <C> <C> <C> <C>
2490 NW 79th St 5% gross sales
Miami, FL 3% gross sales 2,100 July 19, 1978 $240,000
(advertising)

3285 NW 183rd St. 5% gross sales

Miami, FL 3% gross sales 2,400 June 8, 1979 $ 240,000
(advertising)

1695 NW 103rd St. 5% gross sales
Miami, FL 3% gross sales 1,500 August 3, 1983 $240,000
(advertising)
</TABLE>

* - All 20 year leases, 10 year renewal option
SALE LEASE-BACK

On September 30, 1996, the Company closed on a $2.23 million
Sale-Leaseback with Franchise Finance Corporation of America. Pursuant to the
Agreement, the Company sold five of its locations to a subsidiary of Franchise
Finance Corporation of America and simultaneously agreed to lease back these
locations. The result of this transaction was the elimination of the
overwhelming majority or the Company's long term debt and a corresponding
improvement of the Company's cash flow by approximately $150,000 per year.

22
<PAGE>
ITEM 3. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The current executive officers, directors and significant employees of
the Company are as follows:

NAME AGE POSITION
- ---- --- --------
Robert S. Berg 38 Chairman, President,
and Chief Executive
Officer

Steven M. Wemple 43 Director, Vice
President, Chief
Operating Officer,
Secretary and
Treasurer

James S. Byrd 37 Director

Norman R. Kaufman 42 Director
- --------------

The current Board of Directors for SBK Franchise Systems, Inc. are James
S. Byrd, Norman R. Kaufman, and Steven M. Wemple. The current Board of Directors
for Sobik's Restaurant Corp. are James S. Byrd, Norman R. Kaufman, and Steven M.
Wemple. The current Board of Directors for Sailormen, Inc. are Robert S. Berg,
James S. Byrd, and Steven M. Wemple. The current Board of Directors for
Pollo Grande are Robert S. Berg, James S. Byrd and Steven M. Wemple.

Pursuant to the June 1996 Agreement, James S. Byrd and Norman R. Kaufman
will resign as directors of the Company of each of the Company's subsidiaries,
at such time as the Company's Common Stock is listed on the Nasdaq.

Each director is elected to hold office until the next annual meeting of
stockholders and until his successor is elected and qualified. The officers of
the Company serve at the pleasure of the Company's board of directors.

The following sets forth certain biographical information with respect
to the directors, executive officers and significant employees of the Company.

ROBERT S. BERG has been the Director, and Chief Executive Officer of the
Company since May 1, 1996. Since 1987, Mr. Berg has served as President of
Sailormen, Inc., a wholly owned subsidiary of the Company. Mr. Berg, following
the signing of the June 1996 Agreement, now serves as Chairman of the Board of
the Company.

STEVEN M. WEMPLE has served as Director and President of the Company
since June, 1996. Mr. Wemple is in charge of all operational and financial
matters relating to the Company's

23
<PAGE>
business. Additionally, since June, 1996, he has served as President of Sobik's
Restaurant Corp., a wholly owned subsidiary of the Company engaged in owning and
operating Sobik's restaurants. Since 1985, Mr. Wemple has served as Vice
President of Sailormen, Inc. prior to the acquisition of Sailormen by the
Company. Mr. Wemple was with Church's Fried Chicken prior to joining Sailormen
in 1995.

JAMES S. BYRD, Chairman of the Board of the Company since June, 1995,
has been a partner with the law firm of Schoene & Byrd since 1988. Mr. Byrd has
acted as legal counsel to the Sobik's companies since 1988 and oversees all
transactional activities including all franchise compliance and corporate
transactions of the Company. Mr. Byrd is also a founding director of SBK
Franchise Systems, Inc., a subsidiary of the Company. Mr. Byrd, following the
signing of the June 1996 Agreement, no longer serves as Chairman of the Board of
the Company.

NORMAN R. KAUFMAN, has been a Director of the Company since June, 1996.
Mr. Kaufman was Vice President in June, 1996, and was responsible for overseeing
and supervising the operations of SBK. Mr. Kaufman was responsible for all
operational matters, including concept development, overseeing chain
distribution, menus, products and franchisee relations and marketing. Mr.
Kaufman has resigned as an officer of the Company and its subsidiaries and will
resign as a director of the Company and its subsidiaries at such time as the
Company's stock becomes listed on Nasdaq. Mr. Kaufman has twenty years
experience in the fast-food restaurant industry, having worked with Hardees Food
Systems (franchise operator, 1992-93), Popeyes Fried Chicken (marketing and
operations; 1988-1992) and SBK. (1994-1996).

There are no family relationships among any of the executive officers or
directors of the Company, none of the board of directors or executive are
directors of any other public entities, and none of the executive officers or
directors of the Company are the subject to any legal proceedings.

24
<PAGE>
ITEM 4. REMUNERATION OF DIRECTORS AND OFFICERS

Below is the aggregate annual remuneration of each of the highest paid
persons who are officers or directors of the Company during the Company's last
fiscal year. The Company's fiscal year end was September 30, 1996.

SUMMARY COMPENSATION TABLE

====================================================================================================================================
Annual Compensation Long-Term Compensation

----------------------------------------------------------
Awards Payouts

- ------------------------------------------------------------------------------------------------------------------------------------
Securi-
ties
Other Under- All
Annual Restricted lying LTIP Other
Name and Salary Bonus Compen- Stock Options/ Payouts Com-
Principal Position Year ($) ($) sation Award(s) SARs ($) pensa-
($) ($) (#) tion
($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Robert S. Berg* Sept.
Chief Executive 1995- $200,000 N/A $26,043** N/A N/A N/A N/A
Officer Sept.

1996

- ------------------------------------------------------------------------------------------------------------------------------------
James S. Byrd Sept
Chairman** 1995- $ 60,000 N/A N/A N/A N/A N/A N/A
Sept.
1996

====================================================================================================================================
</TABLE>

* On May 1, 1996, Robert S. Berg was appointed President and a director of
the Corporation. James S. Byrd was Chairman of the Board since June,
1995. Mr. Byrd. following the signing of the June 1996 Agreement,
resigned as Chairman of the Board on June 25, 1996.

** This amount is based on the annual automobile allowance.

The Company currently does not have employment agreements with Robert S.
Berg, Chairman, President and Chief Executive Officer of the Company and Steven
M. Wemple, Director, Vice President, Chief Operating Officer, Secretary and
Treasurer of the Company. The Company does not intend to enter into written
employment contracts with Robert S. Berg and Steven M. Wemple in the foreseeable
future. Robert S. Berg and Steven M. Wemple currently receive the same
compensation with the Company as they received with Sailormen prior to the
acquisition of Sailormen by the Company in May 1996.

25
<PAGE>
OPTION GRANTS IN THE LAST FISCAL YEAR

The following table sets forth information with respect to the grant of
options to purchase shares of Common Stock during the fiscal year ending Sept.
31, 1996 to each person named in the Summary Compensation Table.

<TABLE>
<CAPTION>
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise of
Options/SARs Employees in Base Price Expiration
Name Granted(#) Fiscal Year ($/Shares) Date
- ---- ---------- ----------- ---------- ----
<C> <C> <C> <C> <C>
Robert S. Berg -0- -0- -0- -0-

James S. Byrd, -0- -0- -0- -0-
</TABLE>

OPTION EXERCISES AND HOLDINGS

The following table sets forth information with respect to the exercise
of options to purchase shares of Common Stock during the fiscal year ending
Sept. 31, 1996 to each person named in the Summary Compensation Table and the
unexercised options held as of the end of the 1995 fiscal year.
<TABLE>
<CAPTION>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND 1995 FISCAL YEAR END OPTION VALUES
--------------------------------------

Less Exercise
Value Realized
(Market Price) at
Shares Exercise less Number of Unexercised Value of Unexercised
Acquired on Exercise Price Options at FY-End In the Money Options at FY-End
Name Exercise Price Exercise Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert S. Berg -0- -0- -0- -0- -0- -0-

James S. Byrd -0- -0- -0- -0- -0- -0-

</TABLE>

STOCK OPTION PLAN

The Company has reserved 333,333 shares of its Common Stock for issuance
upon the exercise of options to be granted or available for grant under an
Employees Stock Option Plan ("ESOP"). Options granted under the ESOP will
include incentive stock options ("ISOs") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), and non-qualified
stock options ("NQOs"). Under the terms of the ESOP, all officers and employees

26
<PAGE>

of the Company will be eligible for ISOs. The Compensation Committee of the
Board of Directors will determine in its discretion, based upon pre-established
performance criteria, which persons will receive ISOs, the applicable vesting
provisions, and the exercise term thereof. The terms and conditions of each
option grant may differ and will be set forth in the optionee's individual stock
option agreement. The Company currently has not prepared the ESOP. In order to
qualify for certain preferential treatment under the Code, ISOs must satisfy the
statutory requirements thereof. Options that fail to satisfy those requirements
will be deemed NQOs and will be subject to other rules under the Code.

27
<PAGE>
ITEM 5. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of September 30, 1996 (a) by each
person known to the Company to own beneficially or more than 10% of any class of
the Company's securities, including those shares subject to outstanding options
and (b) by each of the Company's Officers and Directors and (c) by all officers
and directors of the Company as a group. As of September 30, 1996, there were
7,392,663 shares of Common Stock of the Company issued and outstanding. Except
as otherwise set forth, the address of each of the individuals described below
is 9400 S. Dadeland Boulevard, Suite 720, Miami, Florida 33156.

Name and Address Shares Beneficially Percent
of Owner Owned of Class
- ---------------- ------------------- --------

Robert S. Berg(1)
Chairman,
Chief Executive Officer 1,671,250 22.61%

Steven M. Wemple(1)
Director, Vice President, Chief

Operating Officer, Secretary, Treasurer 866,250 11.72%

James S. Byrd(1)(2)
Director 1,250,000 16.91%

Norman R. Kaufman (1)(2) 1,150,001 15.56%
Director

All Officers and Directors

as a Group (4 persons) 4,937,501 66.79%
========= ======

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

(1) Pursuant to the June 1996 Agreement, James S. Byrd and Norman R. Kaufman
have tendered their unconditional proxies to vote their respective
shares to Robert S. Berg and Steven M. Wemple. In the event that the
shares of common stock owned by James S. Byrd and Norman R. Kaufman are
sold, those shares shall be released from any obligation arising from
the June 1996 Agreement, the proxies, and the Shareholder Voting
Agreement.

(2) The address is 807 South Orlando Avenue, Suite H, Winter Park, Florida
32789.

28
<PAGE>
the Nasdaq listing and 100,000 shares of common stock per quarter thereafter,
with the Company retaining the right of first refusal with respect to the sales
of the shares

SHAREHOLDERS VOTING AGREEMENT

On April 17, 1996, James S. Byrd, the then Chairman of the Board of the
Company, Norman Kaufman, a Director of the Company, on the one hand, and Robert
S. Berg, Chairman of the Board, President and Chief Operating Officer of the
Company, George Carter, the supervisor of those Popeyes restaurants operated by
Pollo Grande, and Steven Wemple, Vice President, Chief Operating Officer,
Secretary, Treasurer and a Director of the Company, on the other hand, entered a
Shareholders Voting Agreement. Under the terms of the Shareholders Voting
Agreement, the parties agreed to vote their stock in favor of a board of
directors of the Company made up of an equal number of nominees from Byrd and
Kaufman on the one hand, and Berg, Carter, and Wemple on the other hand, so that
Byrd and Kaufman will nominate 50% of the Board members, and Berg, Carter and
Wemple will nominate 50%. In addition, the parties agreed that Byrd and Kaufman,
or their nominees, will always elect the majority of the Company's subsidiaries,
SBK and Sobik's Restaurant Corp.'s board of directors, and Berg and Wemple, or
their nominees, will elect the majority of the Sailormen Board, thereby ensuring
the continued management of the respective companies by the respective parties.

Pursuant to the June 1996 Agreement, James S. Byrd and Norman R.
Kaufman have tendered their unconditional proxies to vote their shares to Robert
S. Berg and Steven M. Wemple. In the event that the shares of common stock owned
by James S. Byrd and Norman R. Kaufman are sold, those shares shall be released
from any obligation arising from the June 1996 Agreement, the proxies, and the
Shareholder Voting Agreement. The Shareholder Voting Agreement is amended by the
June 1996 Agreement to reflect the terms of the June 1996 Agreement. The June
1996 Agreement, in amending the Shareholder Voting Agreement, stipulated that
the term of the Shareholder Voting Agreement is three years commencing June 25,
1996. Pursuant to the June Agreement, the Company has agreed to purchase and
retire 400,000 shares of Mr. Byrd's stock at a price of $1.00 per share and at
the rate of 5,000 per month. In addition, after the Company has obtained its
Nasdaq listing, Mr. Byrd will have the right to sell, in a private transaction,
200,000 shares per quarter thereafter. However, prior to Mr. Byrd selling any
such share in a private transaction, the Company has a right of first refusal to
purchase and retire such shares.

29
<PAGE>
ITEM 6. INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Messrs. Berg and Wemple jointly own all of Elk River Aviation Inc., a
charter aircraft company. Sailormen, Inc. has used and plans to continue using,
the services of Elk River on a demand basis. Although, in the past, Sailormen
paid one-half of the rate charged to other customers by Elk River, subsequent to
the acquisition of Sailormen by the Company, Elk River will be charging regular
rates to Sobik's. In fiscal year 1995, Sailormen paid $8,000 to Elk River. In
addition, Sailormen has been providing free book keeping services for an
apartment building owned by Messrs. Berg and Wemple. Subsequent to the
acquisition of Sailormen by the Company, said book keeping services will be
billed at cost.

Schoene & Byrd, a law firm one whose principals is Mr. James S. Byrd,
has been provided office space and secretarial help free of charge at Sobik's
offices. Effective June 1, 1996, Schoene & Byrd will lease 300 square foot
office space for $800.00 per month from the Company and pay the cost of
secretarial services provided by the Company. The lease will terminate on
December 31, 1996.

Pursuant to the June 1996 Agreement and commencing on July 15, 1996 and
terminating on July 15, 1997, the Company will pay James S. Byrd $2,500 per
month for consulting fees. Also, pursuant to the June 1996 Agreement and
commencing on July 30, 1996 and terminating on July 30, 1997, the Company will
pay Norman R. Kaufman $2,500 per month for consulting fees. Both James S. Byrd
and Norman R. Kaufman will make themselves available to the Company for a
minimum of 10 hours per month.

ITEM 7. DESCRIPTION OF SECURITIES

The Company's authorized capital consists of 25,000,000 shares of Common
Stock, $0.001 par value and 2,000,000 shares of Preferred Stock, $0.001 par
value. As of May 24, 1996, the Company had 7,418,349 shares of common stock
issued and outstanding. No preferred stock was issued and outstanding.

The transfer agent for the Company is Pacific Stock Transfer, 3690 South
Eastern, Las Vegas Nevada 89193.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share held
of record on each matter submitted to a vote of shareholders, and are not
entitled to cumulate their votes in the election of directors. This means that
holders of more than 50% percent of shares voting for the election of directors
can elect all of the directors. The holders of 50% percent of the outstanding
Common Stock constitute a quorum at any meeting of shareholders, and the vote by
the holders of a majority of the outstanding shares are required to effect
certain fundamental corporate changes, such as liquidation, merger or amendment
of the Articles of Incorporation.

30
<PAGE>
The Common Stock has no preemptive or other subscription rights and
there are no conversion rights or redemption or sinking fund provisions. Shares
of Common Stock are not liable for further call or assessment.

Holders of shares of Common Stock are entitled to receive ratably any
dividends as may be declared from time to time by the Board of Directors in its
discretion from funds legally available therefor. In the event of a liquidation,
dissolution or winding up of the Company, holders of common stock are entitled
to share ratably in all assets remaining after payment of liabilities and
distribution to holders of preferred stock, if any.

PREFERRED STOCK

The 2,000,000 shares of authorized and unissued Preferred Stock may be
issued with such designations, powers, preferences and other rights and
qualifications, limitations, and restrictions thereof as the Board of Directors
may authorize without further action by the Company's shareholders, including,
but not limited to: (i) the distinctive designation of each series and the
number of shares that will constitute such series; (ii) the voting rights, if
any, of shares of such series; (iii) the dividend rate on the shares of such
series, any restrictions, limitation or condition upon the payment of such
series may be redeemed, if such shares are redeemable; (v) the purchase or
sinking fund provisions, if any, for the purchase or redemption of shares of
such series; (vi) any preferential amount payable upon shares of such series in
the event of liquidation, dissolution, or winding up of the Company or the
distribution of its assets; and (vii) the prices or rates of conversion at
which, and the terms and conditions on which, the shares of such series may be
converted into other securities, if such shares are convertible.

The rights of holders of Common Stock as described above will be subject
to, and may be adversely affected by, the rights of holders of any Preferred
Stock that may be issued in the future.

31
<PAGE>
PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

The Company's Common Stock trades in the over-the-counter market. There
was no trading in the Company's Common Stock prior to October, 1995. The
following table shows the quarterly high and low bid prices for 1995 and 1996 as
reported by the National Quotations Bureau Incorporated. These prices reflect
inter-dealer quotations without adjustments for retail markup, markdown or
commission, and do not necessarily represent actual transactions.

Year Period High Low
---- ------ ---- ---

1995 First Quarter N/A N/A
Second Quarter N/A N/A
Third Quarter N/A N/A
Fourth Quarter $6.75 $6.00

1996 First Quarter $7.00 $4.75
Second Quarter $6.00 $1.875
Third Quarter $3.25 $1.375

At December 1, 1996 there were approximately 354 Holders of record of
the Company's Common Stock.

ITEM 2. LEGAL PROCEEDINGS

There is no material pending legal proceedings to which the Company or
any of its subsidiaries is a party or which any of their property is the
subject.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None/ Not Applicable.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

The following information sets forth certain information with respect to
all securities of the Company sold by it in the past three years. since July 22,
1993, which securities were not registered under the Securities Act of 1933, as
amended (the "Securities Act").

On May 19, 1994, the shareholders of Maddison exchanged all of their
shares in Maddison (an aggregate of 2,000,211 shares) for all of the shares held
by Maddison in FD Chemicals Inc.

32
<PAGE>

(an aggregate of 2,000,211 shares) on a one-share-for-one-share basis. Upon
consummation of the share exchange, Maddison became an inactive corporation
while looking for a viable business for a possible merger. These securities were
issued pursuant to Section 4(2) of the Securities Act.

On June 30, 1995, the Company entered into an exchange agreement (the
"SBK Agreement") with SBK, whereby 4,000,000 shares of common stock of the
Company were exchanged for all of the issued and outstanding capital stock of
SBK. These securities were issued pursuant to Section 4(2) of the Securities
Act.

On January 22, 1996, the Company, Sailormen, and the shareholders of
Sailormen entered the Sailormen Agreement. Under the Sailormen Agreement,
effective May 14, 1996, the Company issued 2,500,000 shares of its common stock
to the shareholders of Sailormen in exchange for all of the issued and
outstanding shares of capital stock of Sailormen. The shareholders consisted of
Robert S. Berg, Steven M. Wemple and George Carter. These securities were issued
pursuant to Section 4(2) of the Securities Act.

Between October 1995 and May 31, 1996, the Company issued 1,521,730
shares of Common Stock for consideration of $863,025 cash, in reliance upon the
exemption afforded by Rule 504 of Regulation D under the Securities Act (the
"Rule 504 Offering"); no underwriting discounts or commissions were paid.

On May 3, 1996, the Company authorized and issued 112,500 shares of
restricted common stock to George Carter in consideration for his performance as
supervisor of those Popeyes restaurants operated by Pollo Grande, authorized and
issued 1,671,250 shares of restricted common stock to Robert S. Berg in
consideration for the acquisition of Sailormen, Inc., and authorized and issued
716,250 shares of restricted common stock to Steven M. Wemple, in consideration
for the acquisition of Sailormen, Inc. These securities were issued pursuant to
Section 4(2) of the Securities Act.

ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 78.751 of the General Corporation Law of Nevada, under which
jurisdiction the Company is incorporated, empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. A corporation may indemnify against
expenses (including attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person indemnified acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was

33
<PAGE>
unlawful. In the case of an action by or in the right of the corporation, no
indemnification of expenses may be made in respect to any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action was brought
shall determine that, despite the adjudication of liability, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. Section 78.751 of the General Corporation Law of Nevada
further provides that to the extent a director, officer, employee or agent of
the corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.

PART F/S

The following financial statements are filed as part of this registration
statement on Form 10-SB:
34

<PAGE>

INTERFOODS OF AMERICA, INC.

TABLE OF CONTENTS

Independent Auditors' Report 36

Consolidated Financial Statements:

Consolidated Balance Sheet 37

Consolidated Statements of Operations 38

Consolidated Statements of Stockholders' Equity 39

Consolidated Statements of Cash Flows 40

Notes to the Consolidated Financial Statements 42

35
<PAGE>
JAMES,
PARKS,
JPT&W TSCHOPP &
WHITCOMB
P.A.
Certified Public Accountants
[LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Interfoods of America, Inc.:

We have audited the accompanying consolidated balance sheets of Interfoods of
America, Inc. as of September 30, 1996 and 1995, and the related consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Interfoods of
America, Inc., as of September 30, 1996 and 1995, and the results of their
operations and their cash flows for the years then ended, in conformity with
generally accepted accounting principles.

/s/ JAMES, PARKS, TSCHOPP & WHITCOMB, P.A.
-------------------------------------------
James, Parks, Tschopp & Whitcomb, P.A.

December 11, 1996
Maitland, Florida

36
<PAGE>
<TABLE>
<CAPTION>

INTERFOODS OF AMERICA, INC.

CONSOLIDATED BALANCE SHEETS

September 30, 1996 and 1995

ASSETS 1996 1995
------------ -------

Current assets:
<S> <C> <C>
Cash $ - 5,573
Accounts receivable 93,110 15,622
Inventory 38,946 -
Prepaid expenses 30,707 -
------------ -------

Total current assets 162,763 21,195
------------ -------

Furniture and equipment, net (note 2) 2,573,737 74,263

Other assets:

Deposits 85,487 300
Goodwill, less accumulated amortization of $28,769 in 1996 2,301,582 -
Other intangible assets, less accumulated amortization of $169,929
and $4,083, respectively 99,646 30,917
Due from affiliates (note 6) 54,778 -
------------ -------

$ 5,277,993 126,675
=========== =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued expenses $ 1,011,343 16,617
Current portion of long-term debt (note 3) 376,270 5,000
Notes payable to stockholders (note 6) 13,150 55,500
------------ -------

Total current liabilities 1,400,763 77,117

Deferred income (note 5) 309,741 -
Long-term debt, excluding current portion (note 3) 204,175 -
------------ -------

Total liabilities 1,914,679 77,117
------------ -------

Stockholders' equity:

Capital stock, 8,333,333 shares authorized at $.001 par value; 7,392,663
and 2,000,070 shares issued and outstanding. 7,393 2,000
Additional paid-in capital 3,797,876 65,160
Accumulated deficit (376,687) 32,666
Treasury stock at cost, 348,333 and 333,333 shares (note 4) (65,268) (50,268)
------------ -------

Total stockholders' equity 3,363,314 49,558
------------ -------

Commitments (notes 4 and 5)

Total liabilities and stockholders' equity $ 5,277,993 126,675
============ =======
</TABLE>

See accompanying notes to consolidated financial statements.

37
<PAGE>

INTERFOODS OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended September 30, 1996 and 1995

1996 1995
------------ -------
Revenues:
Restaurant sales (note 1) $ 5,974,242 3,374
Royalties 267,243 198,343
Franchise fees 26,500 11,500
Transfer fees 7,750 13,500
Miscellaneous 22,339 39,879
Rent income - 12,887
------------ -------

Total revenues 6,298,074 279,483
------------ -------

Cost and expenses:

Cost of sales - restaurant 4,210,732 -
General and administrative expenses 2,230,751 256,625
Depreciation and amortization 208,382 8,409
------------ -------

Operating loss (351,791) 14,449

Other income (expense):

Interest expense (109,824) -
Interest income 13,305 -
Other 38,957 (3,992)
------------ -------
(57,562) (3,992)
------------ -------

Net income (loss) $ (409,353) 10,457
=========== ======

Net loss per share (note 7) (.09) -
=========== ======

See accompanying notes to consolidated financial statements.

38
<PAGE>
<TABLE>
<CAPTION>
INTERFOODS OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the years ended September 30, 1996 and 1995

RETAINED
COMMON STOCK ADDITIONAL EARNINGS
---------------------- PAID-IN (ACCUMULATED TREASURY
SHARES $ CAPITAL DEFICIT) STOCK TOTAL
--------- ------ --------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balances, September 30, 1994 160 $ 160 - 22,209 (50,268) (27,899)

Recapitalization, including
impact of reverse acquisition
(note 1) 1,999,910 1,840 (1,840) - - -

Common stock issued - - 67,000 - - 67,000

Net income - - 10,457 - 10,457
--------- ------ --------- -------- ------- ---------

Balances, September 30, 1995 2,000,070 2,000 65,160 32,666 (50,268) 49,558

Net loss - - - (409,353) - (409,353)

Purchase of treasury stock - - - - (15,000) (15,000)

Common stock issued 5,392,593 5,393 3,732,716 - - 3,738,109
--------- ------ --------- -------- ------- ---------

Balances, September 30, 1996 7,392,663 $7,393 3,797,876 (376,687) (65,268) 3,363,314
========= ====== ========= ======== ======= =========
</TABLE>

See accompanying notes to consolidated financial statements.

39
<PAGE>
<TABLE>
<CAPTION>

INTERFOODS OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended September 30, 1996 and 1995

1996 1995
------------- -------
<S> <C> <C>
Cash flows from operating activities:

Net income (loss) $ (409,353) 10,457
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation and amortization 208,382 8,409
Gain on sale of property and equipment (309,741) -
Cash provided by (used for) changes in assets and
liabilities, net of effects from purchase of
Sailormen:
Accounts receivable (57,488) 642
Deposits (6,275) -
Inventories 637 1,272
Income taxes payable (7,821) 7,821
Accounts payable and accrued expenses (477,489) (8,580)
Prepaid expenses 9,363 -
Due from affiliates 58,280 -
Intangible assets - (20,000)
Deferred income 309,741 -
------------- -------

Net cash (used in) provided by operating (681,764) 21
activities ------------- -------

Cash flows from investing activities:

Purchases of property and equipment (1,098,202) (705)
Purchase of treasury stock (15,000) -
Proceeds from sale of property and equipment 2,230,000 -
------------- -------

Net cash provided by (used in) investing 1,116,798 (705)
activities ------------- -------

(Continued)

40
<PAGE>

INTERFOODS OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

Cash flows from financing activities:

Principal payment of long-term debt (1,244,277) (54,243)
Proceeds (repayment) of notes payable, stockholders (42,350) 55,500
Proceeds from common stock issued 646,020 -
Collection (repayment) of note receivable 200,000 5,000
----------- -------

Net cash provided by financing activities (440,607) 6,257
----------- -------

Net increase (decrease) in cash and cash
equivalents (5,573) 5,573
----------- -------

Cash and cash equivalents:

Beginning of year 5,573 -
----------- -------

End of year $ - 5,573
=========== =======

Supplemental disclosure of noncash financing and
investing activities:

During the year ended September 30, 1996, the
Company exchanged 2,500,000 shares of common
stock for 100% of the outstanding common stock of
an entity known as Sailormen, Inc. which was valued
at $3,000,000 (note 1).

Supplemental disclosures of cash flow information:
Cash paid during the year for:

Interest 41,543 2,700
Income taxes - 3,000
</TABLE>

See accompanying notes to consolidated financial statements.

41
<PAGE>

INTERFOODS OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

(A) ORGANIZATION

The accompanying consolidated financial statements include the accounts of
Interfoods of America, Inc. (Interfoods or the Company, formerly known as
Sobik's Subs, Inc.) and its wholly owned subsidiaries, SBK Franchise
Systems, Inc. (SBK), Sobik's Restaurant Company, and Sailormen, Inc. All
significant intercompany balances and transactions have been eliminated in
consolidation. During September 1996, the Company changed its name from
Sobik's Subs, Inc. to Interfoods of America, Inc. and changed its trading
symbol from SBIK to IFDA.

On May 13, 1994, FD Chemicals Inc. (or FD) was incorporated in the State of
Nevada, as a wholly owned subsidiary of Maddison Avenue Marketing Inc.,
with capital stock of 8,333,333 shares at $ 0.001 par value.

Maddison Avenue Marketing Inc., (Maddison) was incorporated in British
Columbia, Canada, on November 18, 1987, with 413 shareholders and 666,737
common shares.

On May 19, 1994, Maddison offered a share for share exchange with its
subsidiary, FD Chemicals, Inc. This offer was unanimously accepted by the
shareholders and the parent was absorbed by the subsidiary. Accordingly,
the operations of Maddison was discontinued.

SBK Franchise Systems, Inc. was incorporated under the laws of the State of
Florida on March 8, 1993. It is engaged in franchise sales of a system of
business of producing and merchandising distinctive specialty sandwiches,
related food items and other products, under the name "Sobik's Subs."

On June 19, 1995, SBK agreed to exchange shares with FD Chemicals, Inc., a
Nevada public company. Accordingly, SBK increased its authorized share
capital to 1,333,333 shares to facilitate, and to effectuate, the exchange
of 1,333,333 shares of the company stock for 1,333,333 shares of FD
Chemicals, Inc. stock in a business combination accounted for as a reverse
acquisition. During the period FD and Maddison were in existence, prior to
the reverse acquisition, its only activity was to raise equity capital. For
accounting purposes, the reverse acquisition is reflected as if SBK issued
its stock (1,333,333 shares) for the net assets of FD Chemicals, Inc. The
net assets of FD were not adjusted in connection with the reverse
acquisition since they were monetary in nature. Coincident with the reverse
acquisition, FD changed its name to Sobik's Subs, Inc.

(Continued)
42
<PAGE>

INTERFOODS OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1), CONTINUED

Sobik's Restaurant Company was incorporated in 1995 for the purpose of
operating Sobik's stores in Central Florida. The first company owned store
was opened on September 20, 1995.

At September 30, 1996, there were 47 existing franchises and company owned
stores. The stores are located primarily in the Central Florida area.

In May, 1996, the Company purchased all of the outstanding stock of
Sailormen, Inc. (Sailormen), an operator of eleven Popeye's Chicken and
Biscuits restaurants in South Florida. The purchase price consisted of
2,500,000 shares of the Company's stock.

The acquisition has been accounted for by the purchase method of
accounting, and the net assets are included in the Company's consolidated
balance sheet based on their estimated fair values at the transaction's
effective date (April 1, 1996). In July 1996, a Form 10SB was filed with
the Securities and Exchange Commission which reflected the acquisition of
Sailormen on a pro forma basis. Subsequent to this date, the Company
reevaluated the fair market value ascribed to the business acquired, and
decreased the amount recorded as goodwill which will have lower future
amortization associated with it than originally stated in the Form 10SB.
The Company's consolidated statement of operations include the revenues and
expenses of the acquired business after the effective date of the
transaction. The excess of the purchase price over the estimated fair value
of the net assets acquired (goodwill) is being amortized on a straight-line
basis over 40 years. The purchase price allocation is based on estimates of
the fair value of the net assets acquired at the date of purchase.

(B) REVENUE RECOGNITION

In connection with its franchising operations, the Company receives initial
franchise fees, transfer fees, royalties, and rental income from
sub-leasing office space. Initial franchise fees and transfer fees are
recognized as income when substantially all services and conditions
relating to the sale of the franchise have been performed or satisfied,
which occurs when the franchised restaurant commences operations.
Royalties, which are based upon a percentage of the franchise's gross
sales, are recognized as income when the fees are earned and become
receivable and collectible. Revenue from sub-leasing office space is
recognized as income as the revenue is earned and becomes receivable and
collectible. Such revenues are presented net of the associated occupancy
costs in the accompanying consolidated financial statements.

The Company considers all investments, originally purchased with a maturity
of three months or less, to be cash equivalents.
(Continued)
43
<PAGE>

INTERFOODS OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1), CONTINUED

(D) PROPERTY AND EQUIPMENT

Property and equipment acquired from unrelated parties in exchange for
restricted common stock is recorded at the fair market value of the assets
acquired.

All other property and equipment is recorded at cost. Depreciation is
provided using the straight-line method over the following estimated useful
lives:

Leasehold improvements 10 - 20 years
Furniture and equipment 15 - 20 years

(E) INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

(F) OTHER INTANGIBLE ASSETS

Intangible assets are recorded at cost and consist of organizational costs
and franchise rights which are being amortized using the straight-line
method over 5 years and 20 years, respectively.

(G) USE OF ESTIMATES

Management of the Company has made certain estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results
could differ from those estimates.
(Continued)
44
<PAGE>

INTERFOODS OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1), CONTINUED

(H) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of financial instruments has been determined based
on available information and appropriate valuation methodologies. The
carrying amounts of accounts receivable, accounts payable and accrued
liabilities approximate fair value due to the short-term nature of the
accounts. The fair value of long-term notes payable approximate the
carrying value of such assets and liabilities as of September 30, 1996.

(I) REVERSE STOCK SPLIT

All common share information and per share information has been adjusted to
reflect the effects of the 1 for 3 reverse stock split which occurred in
December, 1995.

(2) FURNITURE AND EQUIPMENT

At September 30, 1996 and 1995, furniture and equipment consist of the
following:

1996 1995
------------ ------

Leasehold improvements $ 942,537 5,709
Furniture and equipment 1,776,697 74,618
------------ ------

2,719,234 80,327

Less accumulated depreciation (145,497) (6,064)
------------ ------

$ 2,573,737 74,263
============ ======
(Continued)
45
<PAGE>

INTERFOODS OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
(3) LONG-TERM DEBT
<S> <C>
Long-term debt consists of the following at September 30, 1996:

Annual line of credit with financial institution. Interest is payable monthly
at 6.9% with principal balance due on January 2, 1997, subject to annual renewal
approval by the financial institution. Secured by certificate of deposit
held by an affiliate of the Company. $ 235,268

Note payable to a financial institution, due in monthly installments of $6,295,
including interest at 7.5% through July 1998. Unsecured. 128,989

Note payable to a company, due in monthly installments of $4,000, including
imputed interest at 8%, through October 1998. Unsecured. 90,000

Note payable to a financial institution, due on demand including interest at
10%. Unsecured. 17,959

Note payable to a financial institution, due in monthly installments of $2,000,
including interest at 12% through March 2001. Unsecured. 108,229
------------

580,445

Less current portion (376,270)
------------

Long-term debt, less current portion $ 204,175
============

</TABLE>

Annual maturities of long-term debt are as follows:

YEAR ENDED SEPTEMBER 30,
------------------------

1997 $ 376,270
1998 116,012
1999 17,992
2000 16,185
2001 19,042
Thereafter 34,944
------------

$ 580,445
============

(Continued)
46
<PAGE>

INTERFOODS OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) TREASURY STOCK

On June 2, 1994, the Company purchased 333,333 shares of its common stock
from a stockholder at a total cost of $50,268. As of September 30, 1996,
the shares are being held as treasury stock.

In July, 1996, the Company entered into an agreement with a stockholder to
purchase 400,000 shares of its common stock, at a cost of $1 per share, at
the rate of 5,000 shares per month. These shares are being put in treasury.

(5) COMMITMENTS

(A) ACQUISITION OF TRADEMARK

In March 1993, the Company entered into an agreement for the acquisition
and use of franchise and trademarks of Sobik's Subs rights from the
previous owner for $15,000 plus 24% of gross receipts (from franchisees)
for the following five years, payable monthly. Accordingly, intangible
assets were recorded in the amount of $15,000 and the monthly obligations
are expensed as incurred. During the year ended September 30, 1996, the
Company incurred approximately $40,000 in royalty expense which is included
in general and administrative expense in the accompanying consolidated
statement of operations.

(B) CONSULTING AGREEMENTS

The Company has entered into a consulting agreement with certain
shareholders of the Company requiring a monthly fee of $5,000 through June,
1997. The total amounts paid under this agreement was $5,000 for the year
ended September 30, 1996.

During September, 1996, under a sale and leaseback agreement, the Company
sold five company owned stores (land and building) for $2,230,000 and
leased them back under twenty-year lease agreements. The transactions
resulted in a total gain of $309,741 which has been deferred and is being
amortized over the twenty-year lease terms. Proceeds from the sale were
used to pay off existing notes payable and other current liabilities.

(Continued)
47
<PAGE>

INTERFOODS OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5), CONTINUED

Future minimum rental commitments for operating leases over the next five
years with noncancellable terms in excess of one year are as follows:

YEAR ENDED SEPTEMBER 30, MINIMUM RENTAL PAYMENTS
------------------------ -----------------------
1997 $ 490,142
1998 490,142
1999 495,142
2000 455,192
2001 379,028

(6) RELATED PARTY TRANSACTIONS

At September 30, 1996, the Company was indebted to one of its controlling
shareholders in the amount of $13,150. This note is interest bearing at 7%
and is due on demand.

Amounts due from affiliates represent non-interest bearing advances made
primarily to certain entities controlled by the principal stockholders of
the Company.

(7) NET LOSS PER SHARE

Net loss per share is based on the weighted average shares outstanding of
4,696,361 and 2,000,245 at September 30, 1996 and 1995, respectively. For
purposes of computing the weighted average number of shares outstanding at
September 30, 1995, the number of shares of the Company's stock outstanding
prior to the business combination with the Company has been adjusted as if
the conversion of those shares took place on October 1, 1994.

(8) SUBSEQUENT EVENT

Subsequent to year end, Interfoods acquired the assets of a company which
operates four (4) Popeye's Chicken and Biscuits restaurants in Birmingham,
Alabama. The purchase price consisted of $50,000 cash plus 228,640 shares
of the Company's restricted preferred stock. The preferred shares are
convertible into common shares at the shareholders election in equal
amounts, over a period of eight quarters, beginning three months from date
of acquisition. The preferred shares have no voting rights until converted
to common, and are entitled to an annual dividend of 6%.

(Continued)

48
<PAGE>

INTERFOODS OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(9) INCOME TAXES

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
September 30, 1996 are presented below:

Deferred tax assets:

Net operating loss carryforward $ 210,000
Less valuation allowance (210,000)
------------

Net deferred tax assets $ -
============

At September 30, 1996, the Company had net operating losses available to
offset future taxable income and tax liabilities of approximately $620,000.
The losses expire between the years 2002 and 2007.

<PAGE>

PART III

ITEM 1. INDEX TO EXHIBITS

The following list describes the exhibits filed as part of this
registration statement on Form 10-SB:

EXHIBIT NUMBER

3.1 Articles of Incorporation of Sobik's Subs, Inc. dated May 13, 1994 (1)

3.2 ByLaws of Sobik's Subs, Inc. dated May 13, 1994 (1)

4.1 Specimen of Common Stock Certificate(2)

9.1 Shareholders Voting Agreement dated April 17, 1996(1)

10.1 Form of Company Franchise Agreement, including the Addendum to Franchise
Agreement.(1)

10.2 Trademark Licensing Agreement dated March 1, 1993.(1)

10.3 Franchise Agreement between SBK Franchise Systems, Inc. and
Sailormen, Inc. dated March 2, 1995.(1)

10.4 Exclusive Trademark Licensing Agreement Sobik's Sandwich Shops, Inc.
and SBK Franchise Systems, Inc. dated March 1, 1993.(1)

10.5 Agreement and Plan of Reorganization between Sobik's Subs, Inc. and
Sailormen, Inc. dated January 22, 1996.(1)

10.6 List of Sobik's Subs franchisees.(1)

10.7 Exchange Agreement between FD Chemicals, Inc. and
SBK Franchise Systems, Inc. dated June 19, 1995.(1)

10.8 Agreement between Robert S. Berg, Steven M. Wemple, James S, Byrd,
Norman Kaufman and Sobik's Subs, Inc. dated June 25, 1996.(1)

21.1 Subsidiaries of Sobik's Subs, Inc.(1)

50
<PAGE>
27. Financial Data Schedule incorporated by reference in the Financial
Statements.
- -------------------
(1) Previously filed.
(2) To be filed by Amendment.

51
<PAGE>
SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant causes registration to be signed on its behalf by the
undersigned, thereunto duly authorized, on this _____ day of ___________, 1996.

INTERFOODS OF AMERICA, INC.

(Registrant)

By: /s/ Robert S. Berg
-------------------------------

Robert S. Berg, President, Chief Executive
Officer, Director and Chairman.

In accordance with the requirements of the Securities Exchange Act of
1934, this Registration Statement has been signed below by the following persons
in their capacities on the dates indicated:

Signature Title Date
--------- ----- ----
President, Chief
Executive Officer,
s/s Robert S. Berg Director and Chairman ___________, 1996
- ---------------------------
Robert S. Berg

Director, Vice President,
Chief Operating Officer,
s/s Steven M. Wemple Secretary and Treasurer ___________, 1996
- ---------------------------
Steven M. Wemple

s/s James S. Byrd Director __________, 1996
- ---------------------------
James S. Byrd

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 93,110
<ALLOWANCES> 0
<INVENTORY> 38,946
<CURRENT-ASSETS> 162,763
<PP&E> 2,719,234
<DEPRECIATION> 145,497
<TOTAL-ASSETS> 5,277,993
<CURRENT-LIABILITIES> 1,400,763
<BONDS> 0
0
0
<COMMON> 7,393
<OTHER-SE> 3,355,921
<TOTAL-LIABILITY-AND-EQUITY> 5,277,993
<SALES> 6,298,074
<TOTAL-REVENUES> 6,298,074
<CGS> 4,210,732
<TOTAL-COSTS> 6,649,865
<OTHER-EXPENSES> 57,562
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 109,824
<INCOME-PRETAX> (409,353)
<INCOME-TAX> 0
<INCOME-CONTINUING> (409,353)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (409,353)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> (.09)

</TABLE>