SFORZA ENTERPRISES INC, SB-2/A, 1997-10-03

SFORZA ENTERPRISES INC
SB-2/A, 1997-10-03
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<PAGE> 1

As filed with the Securities and Exchange Commission on October 3, 1997
Registration No. 333-32117

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

AMENDMENT NO.2
TO

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

SFORZA ENTERPRISES INC.
(Name of small business issuer in its charter)

<TABLE>
<S> <C> <C>
Florida 5812 65-0580931
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

330 Clematis Street #211
West Palm Beach, Florida 33401
(561) 802-3535
(Address and telephone number of principal executive offices)

Mark H. Mirkin, Esq.
Mirkin & Woolf, P.A.
1700 Palm Beach Lakes Boulevard #580
West Palm Beach, Florida 33401
(561) 687-4460
(Name, address and telephone number of agent for service)

with a copy to:

Scott W. Alderton, Esq.
Troop Meisinger Steuber & Pasich LLP
10940 Wilshire Boulevard
Los Angeles, California 90024-3902
(310) 824-7000

Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

<PAGE> 2

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

======================================================

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PRELIMINARY PROSPECTUS DATED OCTOBER 3, 1997
SUBJECT TO COMPLETION

SFORZA ENTERPRISES INC.

1,250,000 UNITS

EACH UNIT CONTAINING ONE SHARE OF COMMON STOCK AND ONE REDEEMABLE WARRANT

Sforza Enterprises Inc., a Florida corporation (the "Company"), is
offering hereby 1,250,000 units (the "Units") each containing one share of
common stock, par value $0.01 per share (the "Common Stock"), and one redeemable
Common Stock purchase warrant (the "Warrants"). The Units, the Common Stock and
the Warrants are sometimes collectively referred to as the "Securities". The
Common Stock and Warrants will trade separately immediately upon issuance. Until
the completion of this offering, the Common Stock and Warrants may only be
purchased together on the basis of one share of Common Stock and one Warrant.
Each Warrant entitles the registered holder thereof (a "Warrantholder") to
purchase one share of Common Stock at an exercise price of $5.25 at any time
during the period commencing on the effective date of this Prospectus and
terminating five years thereafter (the "Warrant Exercise Period"). All, but not
less than all, of the Warrants are subject to redemption by the Company, at
$0.01 per Warrant, at any time during the Warrant Exercise Period on 30 days
prior written notice to the Warrantholders if the per share closing price of the
Common Stock as reported by NASDAQ or the National Quotation Bureau, as the case
may be, equals or exceeds $5.52 (130% of the Unit public offering price) for any
20 consecutive trading days ending within five days of the notice of redemption.
See "Description of Securities".

Prior to this offering, there has been no public market for the Units,
the Common Stock or the Warrants and there can be no assurance that any such
market will develop or, if developed, that it will be sustained. It is
anticipated that the Units, the Common Stock and the Warrants will be quoted on
the NASDAQ SmallCap Market under the symbols "SFZAU", "SFZA" and "SFZAW",
respectively. For a discussion of the factors considered in determining the
initial public offering price of the Units, see "Underwriting".

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

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK AND IMMEDIATE AND SUBSTANTIAL DILUTION. SEE "RISK FACTORS" BEGINNING
ON PAGE 10 AND "DILUTION" BEGINNING ON PAGE 21 FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY INVESTORS.
------------------------------

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

<PAGE> 4

<TABLE>
<CAPTION>
===========================================================================================================
Price to Public Underwriting Proceeds to
Discounts and Company(2)
Commissions(1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Unit $ 4.25 $ 0.425 $ 3.825
- -----------------------------------------------------------------------------------------------------------
Totals(3) $5,312,500.00 $ 531,250 $4,781,250
===========================================================================================================
</TABLE>

(1) The Company has agreed to issue and sell to the Underwriter, for
nominal consideration, warrants to purchase 125,000 Units exercisable
at $5.10 per Unit (120% of the Price to Public) and to pay the
Underwriter a non-accountable expense allowance equal to 3% of the
aggregate gross proceeds from sale of the Units. The Company has also
agreed to indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. See
"Underwriting".
(2) Before deducting offering expenses payable by the Company estimated at
approximately $275,000, and the non-accountable expense allowance.
(3) The Company has granted the Underwriter a 60-day option to purchase an
aggregate of up to 120,000 additional Units solely to cover
over-allotments, if any. If this option is exercised in full, the total
Price to Public, Underwriting Discounts and Commissions and Proceeds to
Company will be $5,822,500, $582,250 and $5,240,250, respectively. See
"Underwriting".

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The Units are being offered by the Underwriter subject to prior sale when, as
and if delivered to and accepted by it, and subject to the right of the
Underwriter to withdraw, cancel or modify this offering and reject any order in
whole or in part. It is expected that delivery of the certificates representing
the Units will be made against payment therefor at the office of Joseph Charles
& Associates, Inc., Beverly Hills, California or through the facilities of The
Depositary Trust Company on or about October ___, 1997.

JOSEPH CHARLES & ASSOCIATES, INC. J.W. BARCLAY & CO., INC.

THE DATE OF THIS PROSPECTUS IS OCTOBER ___, 1997

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[PHOTO OR RENDERING]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES, INCLUDING
PURCHASES OF THE SECURITIES TO STABILIZE THE MARKET PRICE, PURCHASES OF THE
SECURITIES TO COVER SOME OR ALL OF A SHORT POSITION IN THE SECURITIES MAINTAINED
BY THE UNDERWRITER AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE "UNDERWRITING".

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PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO, AND SHOULD
BE READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION, INCLUDING FINANCIAL
INFORMATION, INCLUDED ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED,
THE "COMPANY" REFERS TO SFORZA ENTERPRISES INC. AND ITS WHOLLY OWNED
SUBSIDIARIES: CASTLE ROOM, INC., CLEMATIS BISTRO CORPORATION AND SUSHI
ENTERPRISES, INC.

THE COMPANY

The Company has three wholly-owned subsidiaries, each of which owns one
restaurant (the West Palm Beach Restaurants), and has entered into an agreement
to acquire 50 percent equity interests in four companies, each of which owns one
restaurant (the Max's Grille Restaurants). Currently, two of the West Palm Beach
Restaurants are open and one of the Max's Grille Restaurants is open.

Unique Restaurant Concepts, Inc. ("URCI"), a professional developer and manager
of restaurants and the owner of the Max's Grille Restaurants, operates the
current and will operate the future West Palm Beach Restaurants and Max's Grille
Restaurants owned by the Company. Three principals of URCI serve as directors of
the Company. See "Certain Transactions".

THE WEST PALM BEACH RESTAURANTS

Sforza Ristorante. Sforza Ristorante is a full-service, mid-priced, casual
dining northern Italian restaurant which opened in February 1996 on Clematis
Street in downtown West Palm Beach, Florida. Sforza Ristorante offers an
extensive menu featuring a wide variety of seafood, chicken and pasta dishes,
appetizers, salads and desserts and full bar service. The restaurant serves
generous portions at moderate prices while providing friendly and efficient
service in a high-energy casual atmosphere intended to appeal to a broad
customer base, particularly young upscale adults. The restaurant has

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generated a high level of repeat business and customer loyalty.

Sforza Ristorante reflects an elegant yet casual European concept featuring a
plush red and gold decor. The eclectic design blends the ambiance of renaissance
Tuscany with the energy of a rejuvenated urban area. Lush fabrics and red velvet
drapery treatments are enhanced by unique hand faux finished walls. Contemporary
styled sconces and pendants illuminate the dining and bar areas with soft,
inviting light, enhancing the casual upscale dining experience and establishing
a distinct identity for the restaurant.

My Martini Grille. My Martini Grille is a full-service upscale grill which
opened in February 1997 on Clematis Street in downtown West Palm Beach, Florida,
next to Sforza Ristorante. My Martini Grille was designed to serve a
sophisticated clientele, including business diners. The My Martini Grille
concept embraces an elegant and timeless early twentieth century motif. My
Martini Grille is Gotham City revisited. This sleek art nouveau restaurant and
bar recaptures the sophisticated allure of the martini culture. Smooth cocktails
are complemented with deep mahogany walls and rich purples and golds. Stylish
stainless steel accents mix with unique Italian light fixtures to create a
relaxed sexy elegance. All of the elements enhance the dining experience and
establish a distinct identity for My Martini Grille.

Planned sushi restaurant. The Company plans to open a full-service, mid-priced
casual dining sushi restaurant in December 1997 just off Clematis Street in
downtown West Palm Beach, Florida, next to My Martini Grille. The planned
restaurant has been designed to reflect Tokyo in the year 2050. An ocean green
tile floor, blonde maple sushi bar and stainless steel highlights will create a
unique techno atmosphere. Japanese animation and comic books will assume larger
than life scale in artwork incorporated into the design and construction. Large
TV screens over the sushi bar will transform Godzilla, Ultra Man and Speed Racer
into animated art. The funky, innovative design will make dining an experience,
not just fish and rice.

THE MAX'S GRILLE RESTAURANTS

The Company intends to use the bulk of the proceeds of this offering to acquire
50 percent equity interests in the entities that own Max's Grille restaurants
located in the Beach Place and Las Olas Riverfront developments in Fort
Lauderdale, Florida, in Weston, Florida and the entity that will

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own the next Max's Grille to be developed, the location of which is to be
determined. Max's Beach Place Grille opened in May, 1997. The Las Olas
Riverfront and Weston restaurants are expected to open in Early 1998.

Max's Grille in Boca Raton, Florida, the model for the Max's Grille Restaurants,
incorporates casual dining, moderate prices and a cosmopolitan ambiance in a
comfortable relaxed ambiance. Opened in 1991, the 225-seat restaurant has been
serving a mix of new American and Continental cuisine with a wide variety of
wines and a full-service bar. The decor features a free-standing mahogany bar,
high ceilings with star chandeliers and floating window treatments. Its fresh,
simply-prepared dishes are imaginative but not intimidating, enhanced with the
flavors of Florida, California, New Orleans, Europe and the Pacific.

The Max's Grille concept was first replicated in 1995 in Celebration, Florida,
The Walt Disney Co.'s planned community near Orlando, Florida.

RESTAURANT MANAGEMENT

The Company believes that achieving customer satisfaction by providing
knowledgeable, friendly, efficient service is critical to its restaurants'
long-term success. Consequently, the Company has contracted with URCI to operate
all of its restaurants (including the Max's Grille Restaurants to be developed
with the proceeds of this offering). In order to foster the level of customer
satisfaction desired by the Company, URCI's training program teaches restaurant
managers to promote the Company's team-oriented atmosphere among restaurant
employees, with emphasis on preparing and serving food in accordance with strict
standards and providing friendly, courteous and attentive service. The Company
believes that the quality and training of its restaurant managers and staff
results in friendly, courteous, efficient service which contributes to a casual
and pleasurable dining experience for the customer. See "Business -- Restaurant
Management". Three of URCI's principals serve as directors of the Company.

THE OFFERING

Securities offered hereby........ 1,250,000 Units, each Unit consisting of one
Share and one Warrant, at an initial public
offering price of $4.25 per Unit. Each
Warrant entitles the registered holder
thereof to purchase at any time during the
Warrant

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Exercise Period one share of Common Stock at
an exercise price of $5.25 per
share. The Warrants are subject to
redemption by the Company for $0.01 per
Warrant at any time during the Warrant
Exercise Period, on 30 days written notice,
provided that the closing price of the
Common Stock equals or exceeds $5.52 per
share for any 20 consecutive trading days
ending within five days of the notice of
redemption to the Warrantholders.

Outstanding Securities before the
Offering:

Common Stock(1).................. 2,040,000 Shares
Option and Warrants.............. 150,000
Preferred Stock.................. 160,000 Shares

Outstanding Securities after the
Offering:

Common Stock..................... 3,370,000 Shares(2)
Options and Warrants............. 1,410,000(3)
Preferred Stock.................. 0

Proposed Symbols

Units............................ SFZAU
Common Stock..................... SFZA
Warrants......................... SFZAW

Use of Proceeds.................. The net proceeds (after payment of
underwriting discounts and a non-accountable
expense allowance to the Underwriter and
other expenses of the Offering) to the
Company from the sale of the Units offered
hereby are expected to be approximately
$4,346,875 (assuming an initial public
offering

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(1) Does not include shares of Common Stock issuable upon the exercise of
(a) the Warrants; (b) the Underwriter's Over-Allotment Option; or (c)
options granted to the Underwriter to purchase up to 125,000 Units.
(2) Excludes exercise of any options or warrants but includes conversion of
80,000 shares of the Series A Preferred Stock.
(3) Excludes the Underwriter's Option but includes the Warrants comprising
the Units and the warrant to be issued to Company counsel.

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<PAGE> 10

price of $4.25 per Unit), $4,790,575 if the
Underwriter's Over-Allotment Option is
exercised in full. Such net proceeds will be
used to finance the construction,
development and opening of four restaurants
that replicate Max's Grille of Boca Raton,
Florida, to repay certain short-term
indebtedness and accrued interest thereon,
to redeem outstanding preferred stock and
for general corporate purposes. See "Use of
Proceeds".

Risk Factors An investment in the Securities offered
hereby is speculative and involves a high
degree of risk. Purchasers of the Units
offered hereby will experience immediate and
substantial dilution with respect to their
investment. See "Risk Factors".

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SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
Six Months Ended
Year Ended June 30,
December 31, 1996 1996 1997
----------------- --------------- ---------------
(unaudited)
<S> <C> <C> <C>
Selected Statement of
Operations Data:
Net sales $ 2,333,530 $ 925,555 $ 2,679,903
----------- ---------- -----------

Cost and expenses:
Cost of sales 1,299,501 470,920 1,524,705
Operating expenses 881,856 349,920 1,129,779
Interest expense, net -- -- 24,500
----------- ---------- -----------
Total cost and expenses 2,181,357 820,840 2,678,984
----------- ---------- -----------

Operating income 152,173 104,715 919
Other income, net 3,051 160 87
----------- ---------- -----------

Income before income taxes 155,224 104,875 1,006
Income tax expense (9,319) -- (300)
----------- ---------- -----------

Net income $ 145,905 $ 104,875 $ 706
=========== ========== ===========
Earnings per common
share(1):
Primary $ 0.07 $ 0.05 $ -
=========== ========== ===========
Fully diluted $ 0.07 $ 0.05 $ -
=========== ========== ===========

Weighted average common
shares outstanding:
Primary 2,026,328 1,986,363 2,085,698
=========== ========== ===========
Fully diluted 2,146,328 2,106,363 2,199,068
=========== ========== ===========
</TABLE>

<TABLE>
<CAPTION>
December 31, 1996 June 30, 1997
----------------- --------------
(unaudited)
Actual As Adjusted(2)
-------- --------------
<S> <C> <C> <C>
Selected Balance Sheet Data:
Cash and cash equivalents$ $ 202,639 $ 110,502 $ 3,932,377
Working capital (deficit) (59,502) 118,671 4,065,546
Total assets 1,086,151 1,602,823 5,424,698
Total liabilities 462,940 422,656 297,656
Series A Preferred Stock -- 400,000 --
Common shareholders'
equity 623,211 780,167 5,127,042
</TABLE>

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(1) See "Selected Financial Data" for an explanation of the computations of
primary and fully diluted earnings per common share.
(2) As adjusted to give effect to (i) the sale of 1,250,000 Units offered
by the Company hereby at the initial offering price of $4.25 per Unit
after deducting underwriting discounts and commissions and estimated
offering expenses, (ii) the conversion of 80,000 shares of Series A
Preferred Stock into Common Stock of the Company, (iii) the redemption
of 80,000 shares of Series A Preferred Stock and (iv) the repayment of
a $125,000 note payable. See "Use of Proceeds".

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RISK FACTORS

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. EACH PROSPECTIVE
INVESTOR SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE MAKING AN
INVESTMENT DECISION.

LIMITED OPERATING HISTORY. The Company was formed in July 1996 to serve as a
holding company for Castle Room, Inc., which was formed in May 1995, Clematis
Bistro Corporation, which was formed in April 1996, and Sushi Enterprises, Inc.,
which was formed in July 1996. The Company's initial restaurant, Sforza
Ristorante, was opened in February 1996 by Castle Room, Inc., then owned by Dale
J. Brisson and Joseph C. Visconti. The Company's second restaurant, My Martini
Grille, was opened in February 1997 by Clematis Bistro Corporation. Accordingly,
the Company has a limited relevant operating history upon which an evaluation of
its current operations and prospects can be made. The Company's prospects must
be considered in light of the risks, expenses and difficulties frequently
encountered in the operation of a new business in the highly competitive
restaurant industry, which is characterized by a high failure rate. There can be
no assurance that the Company's rate of revenue growth will continue in the
future or that the Company's operations will be profitable. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Selected Financial Data".

SIGNIFICANT CAPITAL REQUIREMENTS; DEPENDENCE ON PROCEEDS OF THIS OFFERING; NEED
FOR ADDITIONAL FINANCING. The Company's capital requirements for the operations
of its existing restaurants and proposed restaurants are significant. The
Company will be dependent upon the proceeds of this offering to fund its
proposed expansion. Although the pre-opening costs, including capital
improvements, of each Max's Grille Restaurant are estimated to exceed
$1,000,000, landlord contributions for tenant improvements are expected to
decrease those costs. Management believes that cash flow generated from
operations, together with current financing and the net proceeds from this
offering, will be sufficient to meet the Company's working capital requirements
and anticipated capital through the fall of 1998. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources." However, if the proceeds of this offering prove to be
insufficient to fund the Company's proposed expansion, the Company could be
required to mod ify its proposed expansion plans or to seek additional financing
from sources not currently identified. The Company has no current commitments or
arrangements with respect to, or current sources of, such additional financing.
There can be no assurance that such financing will be available to the Company
when needed, on acceptable terms, or at all. Any inability to obtain such
financing or other additional financing when required could have a material
adverse effect on the Company. Any additional equity financing may involve
substantial dilution to the interests of the Company's shareholders. See "Use of
Proceeds" and "Business".

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DEPENDENCE UPON LIMITED RESTAURANT BASE; PROPOSED EXPANSION. In light of the
Company's current portfolio of two wholly-owned restaurants and expected
year-end 1997 portfolio of three wholly-owned restaurants and one partly-owned
restaurant, the lack of success or closing of any of the restaurants could have
an ad verse effect upon the financial condition and results of operations of the
Company.

The Company intends to open a new sushi restaurant in December 1997. With the
proceeds of this offering, the Company intends to acquire 51 percent equity
interests in four entities, each of which will own a Max's Grille Restaurant,
one of which opened in May 1997 and three of which are anticipated to open in
1998. The Company's profitability will be dependent on, among other things, (i)
achieving positive cash flow from operations, (ii) market acceptance for the
Company's sushi concept, (iii) timely development and construction of the Max's
Grille Restaurants, (iv) securing of required governmental permits and approvals
therefor, (v) hiring, training and retention of skilled management and other
personnel, (vi) the ability to integrate the new restaurants into its
operations, and (vii) the general abil ity successfully to manage growth, if
any, (including successfully monitoring the restaurants, controlling costs and
maintaining effective quality controls). Three of the four proposed Max's Grille
Restaurants and the Company's planned sushi restaurant are not yet in operation
and there can be no assurance that the Company will be successful in its
proposed expansion. Additionally, there can be no assurance that the Company's
planned expansion will not result in reduced sales at existing restaurants to
the benefit of the newly opened restaurants. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business --
The West Palm Beach Restaurants" and "The Max's Grille Restaurants".

SEASONALITY; GEOGRAPHIC CONCENTRATION; FLUCTUATIONS IN OPERATING RESULTS. The
Company's existing restaurants and its planned sushi restaurant (the "West Palm
Beach Restaurants") are located in adjacent storefronts in downtown West Palm
Beach, Florida. The restaurant interests to be acquired with the proceeds of the
offering will also be developed in South Florida (the "Max's Grille
Restaurants"). The Company thus faces risks tied to a single geographic region,
including seasonality and the health of South Florida's economy and the tourism
industry, as well as the continuing popularity of downtown West Palm Beach as a
social gathering spot. Furthermore, given the Company's geographic
concentration, adverse publicity relating to the Company's restaurants could
have a more pronounced adverse effect on the Company's operating results than
might be the case if the Company's restaurants were geographically dispersed. A
decline in tourism in South Florida, or in general economic conditions, which
would likely affect the South Florida economy or the tourism industry, could
have a material adverse effect on the Company's operations and prospects. In
addition, the geographic concentration has the result of causing the Company's
restaurants to

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compete with each other for the same customers, which would not be the case if
the restaurants were more geographically dispersed. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations".

DEPENDENCE ON MANAGEMENT COMPANY. The success of the Company is largely
dependent upon the efforts of the management company, Unique Restaurant
Concepts, Inc. ("URCI"), operating the Company's two existing restaurants. URCI,
which is controlled by Company directors Catalfumo, Max and Rapoport, also
manages Max's Beach Place Grille, one of the Max's Grille Restaurants, and will
manage all of the West Palm Beach Restaurants and the proposed Max's Grille
Restaurants. The Management Agreement in effect between the Company and URCI
runs through May 1998 for Sforza Ristorante and My Martini Grille. In addition,
the Company intends to enter into a new two-year management agreement with URCI
pursuant to which URCI will continue to operate the Company's existing
restaurants, and will manage all future Max's Grille Restaurants owned by the
Company. Under the new management agreement, URCI will have the option to
acquire the Company's equity interests in the Max's Grille Restaurants in the
event that URCI involuntarily ceases to manage the Max's Grille Restaurants. In
such event, URCI will have an option, exercisable for a 60 day period, to
acquire the Company's equity interests in the Max's Grille Restaurants for the
appraised fair market value thereof. Although the Company has demonstrated an
ability to operate a restaurant, having operated Sforza Ristorante during the
first year of its existence, and although Company personnel have been studying
the procedures utilized by URCI, there can be no assurance that the cessation of
management by URCI would not have a material adverse effect on the Company. In
addition, in the event that URCI exercises its option to purchase the Max's
Grille Restaurants, the Company's operating results would be materially
adversely affected.

The Company believes that it will need, both in the short-term and long-term, to
hire additional qualified administrative and management personnel to manage and
support planned expansion. Competition for qualified employees in the restaurant
industry is intense, and the Company may not be able to find suitable personnel
to meet its immediate needs. The inability to recruit and hire necessary
personnel could have a material adverse effect on the Company's business,
financial condition and results of operations. The Company does not maintain key
man life insurance on any employee.

RISKS OF GROWTH AND EXPANSION. The Company is in an early stage of development
and has yet to establish substantial internal management, personnel and other
resources. Any measurable growth in the Company's business will result in
additional demands on its infrastructure, and will place a significant strain on
the Company's

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<PAGE> 15

management, administrative, operational, financial and technical resources and
increased demands on its systems and con trols. There can be no assurance that
the Company's resources will be adequate to support future operations and
growth. The inability to continue to upgrade the operating and financial control
systems, the emergence of unexpected expansion difficulties or failure to manage
the Company's proposed expansion properly could have a material adverse effect
on the Company's business, financial condition and results of operations.

FLUCTUATIONS IN FOOD AND OTHER COSTS. The Company's profitability is dependent
on its ability to anticipate and react to in creases in food, labor, employee
benefits and similar costs over which the Company has limited control. During
its limited operating history, the Company has been able to anticipate and react
to fluctuations in food costs at its two existing restaurants through selected
menu price adjustments. However, there can be no assurance that the Company will
be able to continue to anticipate and respond to supply and price fluctuations
in the future, and significantly increased costs in the future could have a
material adverse effect on the Company's operations. See "Business".

SEAFOOD SUPPLY AND QUALITY. The Company plans to open a sushi restaurant in
December 1997. Sushi is a Japanese style of seafood. All of the other Company
restaurants offer traditionally-prepared seafood. In recent years, the
availability of certain types of seafood has fluctuated, resulting in correspond
ing fluctuations in prices. Substantial price increases could have a material
adverse effect on the Company. Failure to obtain adequate supplies of seafood
could have a material adverse effect on the Company's operations and
profitability. Seafood contamination, a greater risk in uncooked seafood such as
sushi than in cooked seafood, or consumer perception of inadequate seafood
quality, in the industry in general or as to the Company specifically, could
have a material adverse effect on the Company. See "Business".

COMPETITION. The restaurant industry, particularly the full-service casual
dining segment, is intensely competitive with respect to price, service, food
quality (including taste, freshness, and nutritional value), ambiance and
location, as well as other factors. There are many well-established competitors
that possess greater financial, marketing, personnel and other resources than
the Company. Many of the Company's competitors have achieved significant
national, regional and local brand name and product recognition and engage in
extensive advertising and promotional programs, both generally and in response
to efforts by additional competitors to enter new markets or introduce new
products. These competitors include national, regional and local full-service
casual dining chains. The Company believes that the full-service casual dining
segment is likely to attract a significant number of new entrants. The Company
can also be expected to face competition from a broad range of other restaurants
and food service

-13-
<PAGE> 16

establishments, including fast food restaurants which specialize in a variety of
cuisines.

The full-service restaurant industry is also characterized by the frequent
introduction of new food products, accompanied by substantial promotional
campaigns. In recent years, numerous companies in the full-service restaurant
industry have introduced products intended to capitalize on growing consumer
preference for food products which are, or are perceived to be, healthy,
nutritious, low in calories and low in fat content. It can be expected that the
Company will be subject to increasing competition from companies whose products
or marketing strategies ad dress these consumer preferences. While the Company
believes that it offers a broad variety of quality food products, there can be
no assurance that consumers will regard the Company's products as sufficiently
distinguishable from competitive products, that substantially equivalent food
products will not be introduced by the Company's competitors or that the Company
will be able to compete successfully. Additionally, because of their geographic
concentration, the Company's restaurants compete with each other for the same
customers. Consequently, even when a customer patronizes one of the Company's
restaurants, the Company's operations could be impacted by shifting of customers
from a higher priced Company restaurant to a lower priced one, or from one
operated by a wholly-owned subsidiary to one operated by a partly-owned
subsidiary, either of which events could adversely affect the Company's
operating results. See "Business -- Competition".

CERTAIN FACTORS AFFECTING THE FULL-SERVICE RESTAURANT INDUSTRY. The Company will
be required to respond to various factors af fecting the restaurant industry
including changes in consumer preferences, tastes and eating habits; demographic
trends and traffic patterns; increases in food and labor costs; inflation; and
national, regional and local economic conditions. A number of full-service
restaurant companies have experienced declining growth rates resulting from
general market saturation, in response to which certain of these companies have
adopted "value pricing" strategies. These strategies could have the effect of
drawing customers away from restaurants such as those owned by the Company that
do not engage in discount pricing and could also negatively affect the Company's
operating margins. The continued or sustained practice of price discounting in
the restaurant industry could have an adverse effect on the results of
operations of the Company. See "Business -- Competition".

POTENTIAL LIABILITY FOR SALE OF ALCOHOLIC BEVERAGES. The Company's restaurants
serve alcoholic beverages and consequently the Company is subject to "dram-shop"
laws, which generally provide a person injured by an intoxicated person the
right to recover damages from an establishment that wrongfully served alcoholic
beverages to the intoxicated person. Florida law currently provides that a
vendor of alcoholic beverages may be held liable in a civil cause of action for
injury or damage caused by or resulting

-14-

<PAGE> 17

from the intoxication of a minor (under 21 years of age) if the vendor wilfully,
knowingly and unlawfully sells or furnishes alcoholic beverages to the minor and
knows that the minor will soon thereafter be driving a motor vehicle. A vendor
may be similarly held liable if it knowingly provides alcoholic beverages to a
person who is in a noticeable state of intoxication, knows that the person will
soon thereafter be driving a motor vehicle and injury or damage is caused by
that person. In addition, significant national attention is focused on the
problem of drunk driving, which could result in the adoption of additional
legislation and increased potential liability of the Company for damage or
injury caused by its customers. Such liability is uninsurable. See "Business --
Governmental Regulation".

LACK OF SERVICEMARK PROTECTION AND PROTECTION OF PROPRIETARY INFORMATION. The
Company has obtained Florida servicemark registration for Sforza Ristorante and
My Martini Grille. Florida servicemark registration is a ministerial act of the
Florida State Department intended solely to provide public notice of the
registrant's ownership rights based on usage of the servicemark in Florida in
the ordinary course of trade. Such ownership rights can only be rebutted by
another's prior appropriation and use. Usage of the marks in interstate
commerce will provide the Company with ownership rights similar to those
provided by federal registration, but enforcement is limited to Florida . The
Company believes that its servicemarks have significant value and are essential
to its ability to create demand for and awareness of its restaurants. There can
be no assurance, however, that the Company's servicemarks do not or will not
violate the proprietary rights of others, that they would be upheld if
challenged or that the Company, in such an event, would not be prevented from
using its servicemarks, any of which events could have a material adverse
effect on the Company. In addition, there can be no assurance that the Company
will have the financial resources necessary to enforce or defend its
servicemarks. The Company also relies on trade secrets and proprietary know-how
to protect its concepts and recipes. However, such methods may not afford
complete protection and there can be no assurance that others will not
independently develop similar know-how or obtain access to the Company's
know-how, concepts and recipes. Furthermore, although the Company expects to
have confidentiality and non-competition agreements with certain of its
executives and key management, there can be no assurance that such agreements
will adequately protect the Company's trade secrets. See "Business --
Servicemarks and Proprietary Information".

GOVERNMENT REGULATION. The Company is subject to extensive state and local
government regulation by various governmental agencies, including state and
local licensing, zoning, land use, construction and environmental regulations
and various regulations relating to the sale of food and alcoholic beverages,
sanitation, disposal of refuse and waste products, public health, safety and
fire standards. The Company's restaurants are subject to periodic inspections by
governmental agencies to ensure conformity with such regulations.

-15-

<PAGE> 18

Although seafood is not currently subject to a nationwide program of inspection
by the U.S. Food and Drug Administration (the "FDA"), the FDA has in the past
proposed such a program for inspection of seafood suppliers and processors, but
not restaurants. If such a program were to be implemented, the Company's seafood
costs could increase as a result of the increased expense to seafood suppliers
and processors in complying with such a program. There can be no assurance that
such costs could be passed on to customers.

Difficulties or failure in obtaining required licensing or other regulatory
approvals could delay or prevent the opening of a new restaurant, and the
suspension of, or inability to renew a license at an existing restaurant, would
adversely affect the operations of the Company. Restaurant operating costs are
also af fected by other government actions which are beyond the Company's
control, including increases in the minimum hourly wage requirements, workers
compensation insurance rates, health care insurance costs and unemployment and
other taxes. These and other initiatives could adversely affect the Company, as
well as the restaurant industry in general. See "Business -- Governmental
Regulation".

INSURANCE AND POTENTIAL LIABILITY. The Company maintains insurance, including
insurance relating to personal injury, in amounts which the Company currently
considers adequate. Nevertheless, a partially or completely uninsured claim
against the Company, if successful, could have a material adverse effect on the
Company.

CONTROL BY MANAGEMENT. Upon consummation of this offering, executive officers
and directors of the Company beneficially will own, in the aggregate,
approximately half of the Company's out standing Common Stock. As a result, such
persons, acting together, will be able to control the Company, cause the dissolu
tion, merger or sale of the assets of the Company, and generally direct the
affairs of the Company. See "Management" and "Principal Shareholders".

BENEFITS TO RELATED PARTIES. Certain of the Company's directors and officers are
directors and/or officers of companies with which the Company does business.
These relationships may give rise to conflicts of interest between the Company,
on the one hand, and one or more of its directors or officers and/or their
affiliates, on the other hand. Company director Joseph C. Visconti founded
Joseph Charles & Assoc., Inc., the underwriter of this offering. Mr. Visconti is
the largest shareholder of the underwriter and serves as its chairman and chief
executive officer. The underwriter shall receive a commission of 10 percent of
the offering proceeds, a non-accountable expense allowance of three percent of
the offering proceeds, a consulting agreement pursuant to which it shall earn
$2500 per month for 24 months, a five-year option to purchase 125,000 Units for
$5.10 per Unit and a warrant solicitation fee. See "Underwriting".
Mr. Visconti is also a principal in Clematis Development Group L.C., the

-16-

<PAGE> 19

landlord to the West Palm Beach Restaurants ("CDG"). CDG has been paid rent and
other tenant charges from the Company in 1997 in the amount of $165,576
through September 30, 1997 and shall receive an additional $59,557 this
year. See "Certain Transactions". Company directors Catalfumo, Max and
Rapoport are principals in URCI, the restaurant management firm that manages
the West Palm Beach Restaurants, the one Max's Grille Restaurant that is
already open and the three as yet unopened Max's Grille Restaurants that the
Company shall partly own. Pursuant to the terms of the Management and
Consulting Agreement dated June 1, 1997 each of the existing West Palm Beach
Restaurants generally will pay URCI one percent of net sales per month plus 20
percent of net operating profits. See "Certain Transactions". Director
Catalfumo is a principal in Catalfumo Construction and Development, Inc., the
construction firm building the Max's Grille Restaurants in Las Olas Riverfront
and Weston. Pursuant to the terms of the Funding Agreement dated July 1, 1997,
$3,000,000 of the proceeds of the offering shall be deposited in a Construction
Fund, the ultimate recipient of which shall primarily be Mr. Catalfumo, owner
of Catalfumo Construction & Development, Inc. Additionally, the Company
intends to use $125,000 of the proceeds of the offering to repay a debt to Mr.
Catalfumo. See "Certain Transactions" and "Use of Proceeds". All future
transactions with affiliated parties will be approved by a majority of the
disinterested directors of the Company and will be on terms no less favorable
to the Company than those that could be obtained from unaffiliated third
parties.

IMMEDIATE AND SUBSTANTIAL DILUTION. This offering involves an immediate and
substantial dilution of $2.65 per share (62.4%) between the adjusted net
tangible book value per share of Common Stock after this offering and the
proposed maximum initial public offering price. See "Dilution".

SHARES ELIGIBLE FOR FUTURE SALE. Upon the consummation of this offering, the
Company will have 3,495,000 shares of Common Stock outstanding (including the
Underwriter's Over-Allotment Option). The shares of Common Stock being offered
hereby, unless purchased by affiliates of the Company, will be freely tradeable
without restriction or further registration under the Securities Act of 1933, as
amended (the "Securities Act"). The remaining shares of Common Stock are deemed
to be "restricted securities", as that term is defined in Rule 144 promulgated
under the Securities Act, and may only be sold pursuant to an effective
registration statement under the Securities Act, in compliance with the
exemption provisions of Rule 144 or pursuant to another exemption under the
Securities Act. In addition, the holders of such shares of Common Stock have
entered into lock-up agreements restricting the sale or disposition of such
shares of Common Stock for 12 months from the date of this Prospectus without
the prior written consent of the underwriter. Accordingly, subject to Rule 144
volume limitations, 2,120,000 shares of Common Stock may be sold in the public
market beginning in September 1998, which may adversely affect prevailing prices
for the Common Stock

-17-

<PAGE> 20

and could impair the Company's ability to raise additional capital through the
sale of its equity securities. See "Shares Eligible for Future Sale" and
"Underwriting".

NO ASSURANCE OF PUBLIC MARKET; ARBITRARY DETERMINATION OF PUBLIC OFFERING PRICE;
POSSIBLE VOLATILITY OF COMMON STOCK PRICE. Prior to this offering, there has
been no public trading market for the Company's Units, Common Stock or Warrants.
Consequently, the proposed initial public offering price of the Units has been
determined by negotiation between the Company and the "qualified independent
underwriter" and does not necessarily reflect the Company's book value or other
established criteria of value. Although the Company anticipates listing on the
NASDAQ SmallCap Market, there can be no assurance that a regular trading market
for the Units, Common Stock or Warrants will develop after this offering or
that, if developed, it will be sustained. The market price of the Units, Common
Stock and Warrants following the consummation of this offering may be highly
volatile as has been the case with the securities of many emerging companies.
Factors such as the Company's financial results, quarter-to-quarter variations
in operating results, announcements by the Company or its competitors, general
market trends and various factors affecting the restaurant industry generally,
may have a significant impact on the market price of the Common Stock. In
addition, in recent years, the stock market has experienced a high level of
price and volume volatility and market prices for the stock of many companies
have experienced wide fluctuations which have not necessarily been related to
the operating performances of such companies. See "Underwriting".

CURRENT PROSPECTUS AND STATE REGISTRATION REQUIRED TO EXERCISE WARRANTS. The
Company will be able to issue shares of Common Stock upon exercise of the
Warrants only if there is a current prospectus relating to such Common Stock
under an effective registration statement filed with the Securities and Exchange
Commission and only if such shares of Common Stock are qualified for sale or
exempt from qualification under applicable state securities laws of the
jurisdictions in which the various Warrantholders reside. Although the Company
has agreed to use its best efforts to meet such regulatory requirements, there
can be no assurance that the Company will be able to do so. Although the
Warrants will not knowingly be sold to purchasers in jurisdictions in which the
Warrants are not registered or otherwise qualified for sale, purchasers may buy
Warrants in the aftermarket or may move to jurisdictions in which the Common
Stock issuable upon exercise of the Warrants is not so registered or qualified.
In this event, the Company would be unable to issue shares of Common Stock to
those Warrantholders upon exercise of the Warrants unless and until the Common
Stock issuable upon exercise of the Warrants is qualified for sale or exempt
from qualification in jurisdictions in which such holders reside. Accordingly,
the Warrants may be deprived of any value if a then current prospectus covering
the Common Stock issuable upon exercise of the Warrants is not effective
pursuant to an effective registration statement or if such

-18-

<PAGE> 21

Common Stock is not qualified or exempt from qualification in the jurisdictions
in which the Warrantholders reside. There can be no assurance that the Company
will be able to effect any required registration or qualification.

POTENTIAL ADVERSE EFFECT OF REDEMPTION OF WARRANTS; MARKET OVERHANG. During the
Warrant Exercise Period the Company may redeem all, but not less than all, of
the Warrants for $0.01 per warrant on 30 days prior written notice to the
Warrantholders if the per share closing price of the Common Stock as reported by
the American Stock Exchange equals or exceeds $5.52 for any 20 consecutive
trading days ending within five days of the notice of redemption. Redemption of
the Warrants could force the Warrantholders to exercise the Warrants and pay the
exercise price at a time when it may be disadvantageous for them to do so, to
sell the Warrants at the then current market price when they might other wise
wish to hold the Warrants for possible additional apprecia tion, or to accept
the redemption price, which is likely to be substantially less than the market
value of the Warrants at the time of redemption. Any Warrantholder who does not
exercise its Warrants prior to their expiration or redemption, as the case may
be, will forfeit such holder's right to purchase the shares of Common Stock
underlying the Warrants.

NASDAQ SMALLCAP MARKET MAINTENANCE REQUIREMENTS. Although the Units, the Common
Stock and the Warrants have been approved for listing on the NASDAQ SmallCap
Market, the securities may be "delisted" if certain criteria are not maintained.
To maintain its inclusion on the NASDAQ SmallCap Market, the Company's
securities must continue to be registered under Section 12(g) of the Exchange
Act, and the Company must continue to have total assets of at least $2,000,000,
total shareholders' equity of at least $1,000,000, a public float of at least
500,000 shares with a market value of at least $1,000,000, at least 300
shareholders, a minimum bid price of $1.00 per share and at least two market
makers. While the Company expects that it will initially meet these maintenance
standards, there is no assurance that the Company will be able to maintain the
standards for NASDAQ SmallCap Market inclusion with respect to its securities.
If the Company's securities fail to maintain NASDAQ SmallCap Market listing (for
example, in the event of net losses which reduce shareholders' equity below
$1,000,000), the market value of the securities likely would decline and
purchasers in this offering likely would find it more difficult to dispose of,
or to obtain accurate quotations as to the market value of, the Units, the
Common Stock or the Warrants.

DISCLOSURE RELATING TO LOW-PRICED PENNY STOCKS. If the trading price of the
Common Stock remains below $5.00 per share and the Common Stock ceases to be
listed on the NASDAQ SmallCap Market, trading in the Common Stock would become
subject to certain rules promulgated under the Securities Exchange Act of 1934
which require additional disclosure by broker-dealers in connection with any
trades involving a stock defined as a penny stock (generally, any equity
security that has a market price of less than $5.00 per share). Such rules
require

-19-

<PAGE> 22

the delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated therewith, and impose
various sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors (generally
institutions). For these types of transactions, the broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to sale. The additional
burdens imposed upon broker-dealers by such requirements may discourage them
from effecting transactions in the Common Stock, thereby severely limiting the
market liquidity of the Common Stock and the ability of purchasers in this
offering to sell the Common Stock in the secondary market.

DIVIDENDS. The Company currently anticipates that, following the completion of
this offering, all of its earnings will be retained for use in the operation of
its business, and the Company has no current intention to pay any dividends in
the foreseeable future. See "Dividend Policy".

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common Stock and
Warrants offered hereby are estimated to be approximately $4,346,875 ($4,790,575
if the Underwriter's Over-Allotment Option is fully exercised).

The following table summarizes the anticipated application of the estimated net
proceeds of this offering:

<TABLE>
<CAPTION>
Approximate Percentage
Amount of
Application of Net Proceeds Net Proceeds
----------- --------------- ------------
<S> <C> <C>
Acquisition of Max's Grille Restaurants(1) $3,000,000 69.0%
Redemption of Series A Preferred Stock(2) 400,000 9.2%
Repayment of Debt(3) 125,000 2.9%
Working Capital(4) 821,875 18.9%
---------- -----
$4,346,875 100.0%
========== =====
</TABLE>

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

(1) The Company expects to use $3,000,000 of the net proceeds to cover the
pre-opening costs and expenses (including construction and equipment) of four
Max's Grille Restaurants. On July 1, 1997 the Company entered into an agreement
with URCI pursuant to which the Company committed $3,000,000 in net proceeds of
this offering in exchange for 51 percent equity interests in the entities that
own or will own the four Max's Grille Restaurants. These entities are Florida
limited partnerships, the limited partner of which is Unique Restaurant
Concepts, Ltd., the general partner of which is URCI, the owners of which are
Company directors Catalfumo, Max and Rapoport, and the general partner of which
is a Florida corporation owned by Company directors Catalfumo, Max and Rapoport.
See "Business -- The Max's Grille Restaurants". Such proceeds will ultimately be
paid to Catalfumo Construction and Development, Inc., the construction firm
controlled by Company director Daniel Catalfumo. URCI, which is owned by Company
directors Catalfumo, Max and Rapoport, will be beneficiaries of the proceeds,
insofar as payment to the construction company will ensure that the Max's Grille
Restaurants shall be built.
(2) The Company expects to use $400,000 of the net proceeds to redeem 80,000
shares of its outstanding Series A Preferred Stock. See "Description of
Securities".
(3) The Company expects to use $125,000 of the net proceeds to repay its debt to
director Catalumo. Mr. Catalfumo is a principal of URCI, owns the
above-referenced construction company that has built several restaurants for
URCI and which built Max's Beach Place Grille (one of the Max's Grille
Restaurants) and is building the other Max's Grille Restaurants. See
"Description of Securities".
(4) The balance of the net proceeds will be utilized by the Company to cover its
working capital needs.

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<PAGE> 23

Proceeds not immediately required for the purposes described above will be
invested principally in short-term bank certificates of deposit, United States
Government obligations, money market instruments or short-term investment grade
securities.

DIVIDEND POLICY

The Company generally has not paid dividends in the past and anticipates that
earnings will be retained by the Company for the operation of its business.
Accordingly, the Company does not anticipate paying cash dividends on the Common
Stock in the foreseeable future. Future financing entered into by the Company
may contain provisions prohibiting the Company's ability to pay dividends.

DILUTION

The difference between the initial public offering price per Unit and the
adjusted net tangible book value per share of Common Stock after this offering
constitutes the dilution to investors in this offering. Net tangible book value
per share on any given date is determined by dividing the net tangible book
value of the Company on that date by the number of shares of Common Stock
outstanding on that date.

At June 30, 1997 the pro forma net tangible book value of the Company was
$780,167 or $0.37 per share of Common Stock after giving effect to the
conversion of 80,000 shares of Series A Preferred Stock into 80,000 shares of
Common Stock and the redemption of 80,000 shares of Series A Preferred Stock.
After giving effect to the sale of 1,370,000 shares of Common Stock and
1,370,000 Warrants being offered hereby (includ ing the Underwriter's
Over-Allotment Option) at a combined offering price of $4.25 and the
anticipated application of the net proceeds therefrom, the adjusted net
tangible book value of the Company at June 30, 1997 would have been $5,570,742
or $1.60 per share, representing an immediate increase in net tangible book
value of $1.23 per share to existing shareholders and an immediate dilution of
$2.65 per share to new investors. The following table illustrates the foregoing
information with respect to dilution to new investors on a per share basis:

<TABLE>
<S> <C> <C>
Combined public offering price(1) .................... $4.25
Pro forma net tangible book value per share
at June 30, 1997(2)........................... $ .37
Increase per share attributable to investors
in this offering.............................. 1.23
-----
Adjusted net tangible book value after offering ...... 1.60
-----
Dilution per share to new investors(3) ............... $2.65
=====
</TABLE>

- --------------------
(1) Represents the purchase price of one Unit.
(2) Represents net tangible book value, adjusted for conversion of 80,000
shares of Series A Preferred Stock into 80,000 shares of Common Stock
and the redemption of 80,000 shares of Series A Preferred Stock.
(3) Assumes no exercise of options or warrants.

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

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<PAGE> 24

The following table sets forth a comparison of the number of shares of Common
Stock acquired from the Company by the Company's shareholders as of June 30,
1997 and to be acquired from the Company by investors in this offering, the
percentage ownership of such shares, the total consideration paid, the
percentage of total consideration paid and the average price per share.

<TABLE>
<CAPTION>
Average Price
Shares Purchased Total Consideration Per Share/Unit(3)
------------------- --------------------- -----------------
Number Percent Amount Percent
------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Existing Shareholders(1) 2,120,000 61% $ 860,000 13% $0.41
New Investors 1,370,000(2) 39% 5,822,500 87% $4.25
--------- ----- ---------- ---
Total 3,490,000 100% $6,682,500 100%
========= ===== ========== ===
</TABLE>

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

(1) Includes conversion of Series A Preferred Stock into 80,000 shares of
Common Stock.
(2) Includes Underwriter's Over-Allotment Option.
(3) For existing shareholders price is per share of Common Stock. For new
investors, price is per Unit.

SELECTED FINANCIAL DATA

The following presents selected consolidated financial data of the Company at
the dates and for the periods indicated. The historical statement of operations
and balance sheet data at and for the year ended December 31, 1996 have been
derived from the finncial statements of the Company, which have been audited by
Temleton & Company, P.A., independent public accountants, whose report on the
consolidated balance sheet as of December 31, 1996 and the related consolidated
statements of operations, shareholders' equity and cash flows for the year ended
December 31, 1996 and the period May 17, 1995 (inception) to December 31, 1995,
is included elsewhere herein. The historical statement of operations and balance
sheet data at June 30, 1997 and for the half year ended June 30, 1997 and 1996
have been derived from unaudited consolidated financial statements and include
all adjustments, consisting only of normal recurring adjustments, which the
Company considers necessary for a fair presentation of the Company's financial
statements for these interim periods. The results for the half year ended June
30, 1997 are not necessarily indicative of the results that may be expected for
any other interim period or the entire year ending December 31, 1997. The
following selected financial information should be read in conjunction with the
financial statements and the related notes thereto and with "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
presented elsewhere herein.

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<PAGE> 25

<TABLE>
<CAPTION>
Year Ended Six Months Ended
June 30,
December 31, 1996 1996 1997
----------------- ---------- ----------
(unaudited)
<S> <C> <C> <C>
Selected Statement of
Operations Data:
Net sales $ 2,333,530 $ 925,555 $2,679,903
----------- ---------- ----------

Cost and expenses:
Cost of sales 1,299,501 470,920 1,524,705
Operating expenses 881,856 349,920 1,129,779
Interest expense, net -- -- 24,500
----------- ---------- ----------
Total cost and expenses 2,181,357 820,840 2,678,984
----------- ---------- ----------

Operating income 152,173 104,715 919
Other income, net 3,051 160 87
----------- ---------- ----------

Income before
income taxes 155,224 104,875 1,006

Income tax expense 9,319 -- 300
----------- ---------- ----------
Net income $ 145,905 $ 104,875 $ 706
=========== ========== ==========
Earnings per
common share(1):
Primary $ 0.07 $ 0.05 $ --
=========== ========== ==========
Fully diluted $ 0.07 $ 0.05 $ --
=========== ========== ==========

Weighted average common
shares outstanding:
Primary 2,026,328 1,986,363 2,085,698
=========== ========== ==========
Fully diluted 2,146,328 2,106,363 2,199,068
=========== ========== ==========

Selected Balance Sheet Data:
Cash and cash equivalents $ 202,639 $ 110,502
Working capital deficit (59,502) 118,671
Total assets 1,086,151 1,602,823
Total liabilities 462,940 422,656
Series A Preferred Stock -- 400,000
Common shareholders'
equity 623,211 780,167
</TABLE>

(1) Primary earnings per common share is based on the average number of
common shares outstanding during each period, assuming the effect of
exercising options which have an exercise price less than the average
market price of common stock (assumed to be $ 4.25 per share) using the
modified treasury stock method. In addition, primary per share amounts
include the dilutive effect of common shares issued for cash
consideration below the assumed average market price during the one
year period prior to July 1997. The fully diluted earnings per common
share calculation assumes the conversion of the promissory note and
Series A Preferred Stock, issued by the Company subsequent to December
31, 1996, into shares of common stock. The net income for the six
months ended June 30, 1997 used in the fully diluted calculation was
adjusted for interest incurred on the promissory note, net of tax
benefits, and dividends accrued on the Series A Preferred Stock.

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<PAGE> 26

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

INTRODUCTION

The historical financial statements appearing elsewhere in this Prospectus
present the consolidated historical results of operations and financial
condition of Sforza Enterprises Inc. and its subsidiaries (Castle Room, Inc.,
Clematis Bistro Corporation and Sushi Enterprises, Inc.) The following
discussion is based upon the consolidated results of operations of the Company.

The Company's net sales comprise the food and beverage sales by the restaurants
it operates. The first restaurant, Sforza Ristorante, opened in February 1996
and the second restaurant, My Martini Grille, opened in February 1997. A third
restaurant is expected to open in December 1997. The Company's expenses include
the cost of food and beverages sold, salaries and wages for food and beverage
preparation and service, rent and other occupancy expenses, advertising, repairs
and maintenance, general supplies, depreciation and amortization, interest and
administrative expenses.

The following discussion and analysis should be read in conjunction with the
Company's audited financial statements and related notes thereto, which are
presented elsewhere herein.

RESULTS OF OPERATIONS

The following table sets forth selected historical consolidated operating
results for the Company as a percentage of net sales.

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED JUNE 30,
DECEMBER 31, 1996 1996 1997
----------------- ---- ----
(unaudited)
<S> <C> <C> <C>
Net sales 100.0% 100.0% 100.0%
----- ----- -----
Cost and expenses:
Cost of sales 55.7 50.9 56.9
Operating expenses 37.8 37.8 42.1
Interest expense, net -- .- .9
----- ----- -----
Total cost and expenses 93.5 88.7 99.9
----- ----- -----
Operating income 6.5 11.3 .1
Other income, net .1 -- --
----- ----- -----
Income before income taxes 6.6 11.3 .1
Income tax expense (.3) -- (.1)
----- ----- -----
Net income 6.3% 11.3% --%
===== ===== =====
</TABLE>

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996.

Net Sales. Net sales increased from $925,555 for the six months ended June 30,
1996 to $2,679,903 for the six months ended June 30, 1997, an increase of
189.5%. Sforza Ristorante's net sales

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<PAGE> 27

were $1,455,564 for the six months ended June 30, 1997 and $925,555 for the
comparable period in 1996. My Martini Grille's net sales totaled $1,224,339 for
the six months ended June 30, 1997. My Martini Grille opened in February 1997.
The increase in Sforza Ristorante's net sales was due to increased customer
counts and the additional days of operation during the full six month period in
1997; Sforza Ristorante was not open for business until February 1996.

Cost of Sales. Total cost of sales increased from $470,920 for the six months
ended June 30, 1996, to $1,524,705 for the six months ended June 30, 1997, an
increase of 223.8% due principally to the increase in sales volume. The cost of
sales for Sforza Ristorante, as a percentage of net sales, was 50.9% and 53.4%,
respectively, for the six months ended June 30, 1996 and 1997. The cost of sales
percentage for My Martini Grille for the six months ended June 30, 1997 was
61.0%. Sforza Ristorante's costs of sales as a percentage of net sales are lower
than those of My Martini Grille because the former sells primarily pasta, which
is less expensive than steak, the food item sold primarily by the latter.

Operating Expenses. Operating expenses increased by $779,859 from $349,920 in
1996 to $1,129,779 in 1997, a 222.9% increase. Such expenses totaled 37.8% and
42.1% of net sales, respectively, for the six months ended June 30, 1996 and
1997. This increase was due to the additional expenses attendant with the
increased level of sales, additional administrative personnel and other costs
associated with the development of the Company's corporate infrastructure,
certain non-recurring compensation paid to certain principals during the six
months ended June 30, 1997 aggregating $64,970, pre-opening expense
amortization of $25,470 for the six months ended June 30, 1997 and management
fee expense of $27,599 incurred during the six months ended June 30, 1997.

Income Tax Expense. During the six months ended June 30, 1996, the Company
operated as an S corporation for income tax purposes, whereby taxable income or
loss was apportioned among the share holders rather than taxed to the Company.

Interest Expense. During the six months ended June 30, 1996, the Company
capitalized all of the interest incurred in connection with the construction of
its restaurants approximating $12,000. During the six months ended June 30,
1997, $24,000 of interest cost was charged to income, net of $2,675 interest
capitalized.

Other Income, Net. Other income, net for the six months ended June 30, 1997,
includes a charge approximating $4,400 for accrued dividends to Series A
Preferred shareholders.

Net Income. As a result of the above, the Company's net income attributable to
common shareholders was $706 for the six months ended June 30, 1997 versus prior
year net income of $15,553.

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<PAGE> 28

YEAR ENDED DECEMBER 31, 1996

Results of operations for 1996 solely include the operations of Sforza
Ristorante which opened in February 1996. There were no comparable restaurant
operations for 1995. The Company opened its second restaurant, My Martini
Grille, in February 1997 and expects to open a third restaurant in December
1997. The openings of these restaurants will significantly increase the
Company's reported revenue and related costs. During 1997, the Company entered
into a management agreement for the management of its restaurants. The
management fee will result in additional operating expenses over amounts
reported in 1996. See "Certain Transactions". There were no significant unusual
or non-recurring items materially impacting reported revenue and expenses for
1996 other than income tax expense as discussed below.

Prior to July 1, 1996, Castle Room, Inc. operated as an S corporation for
federal income tax purposes and its taxable income was not subject to corporate
income taxes. Unaudited pro forma consolidated statements of income for the
year ended December 31, 1996 and the six months ended June 30, 1997, after
adjusting 1996 for assumed corporate income taxes prior to July 1, 1996, are
presented as follows:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
1996 1997
<S> <C> <C>
Net sales $2,333,530 $2,679,903
---------- ----------
Cost and expenses:
Cost of sales 1,299,501 1,524,705
Operating expenses 881,856 1,129,779
Interest expense, net -- 24,500
---------- ----------
Total cost and expenses 2,181,357 2,678,984
---------- ----------
Operating income 152,173 919
Other income, net 3,051 87
---------- ----------
Income before income taxes 155,224 1,006
Pro forma income tax expense 40,674 300
---------- ----------
Pro forma net income $ 114,550 $ 706
========== ==========
Pro forma earnings per common share:
Primary $ 0.06 $ --
========== ==========
Fully diluted $ 0.06 $ --
========== ==========
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's two operating restaurants are located in West Palm Beach, Florida
and are therefore subject to the seasonality of the tourist industry in South
Florida. Restaurant sales are expected to be very brisk in the tourist season,
which is generally from mid-fall to mid-spring and slow during the off-season.
The Company does not expect to generate any working capital from operations
during the off-season.

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<PAGE> 29

The Company's principal financing for the construction and opening of its
restaurants through December 31, 1996 was provided by its shareholders. During
the six months ended June 30, 1997, the Company borrowed $250,000 from URCI
(subsequently assigned to Daniel Catalfumo, a principal thereof and a director
of the Company) pursuant to a promissory note and raised $31,250 through the
issuance of 25,000 shares of its common stock. Mr. Catalfumo subsequently
converted $125,000 in principal into 40,000 shares of Common Stock. During May
1997, the Company raised $400,000 through the issuance of 160,000 shares of
Series A Preferred Stock at $2.50 per share. Such funding was obtained to
complete construction and opening of the sushi restaurant in December 1997
(estimated to require $250,000), and provide working capital to support
operations, as needed, during the off-season. The Company does not have an
existing arrangement for a credit facility with a financial institution for
short-term financing. Management believes that cash flow generated from
operations, together with the above financing transactions and the net proceeds
from this offering, will be sufficient to meet the Company's working capital
requirements and anticipated capital expenditures through fall 1998. In order to
continue to open additional restaurants, the Company is likely to require
additional financing.

The Company expects to redeem 80,000 shares of the Series A Preferred Stock for
$400,000 with the proceeds from this offering and convert the remaining 80,000
shares into 80,000 shares of Common Stock. The redemption will result in a
preferred stock dividend in the amount of $200,000 which will be recorded as a
deduction from earnings attributable to common shareholders and the Common Stock
conversion will result in a $200,000 increase to common shareholders' equity. If
the initial public offering does not occur by January 1, 1998, the preferred
shares will be redeemed at cost plus four percent.

On July 1, 1997, the Company entered into a Funding Agreement with URCI which
provides that the Company will receive a 50% percent equity interest in each of
four limited partnerships, each of which was or will be formed to construct and
operate a Max's Grille Restaurant, in exchange for an aggregate commitment of
$3,000,000 of the proceeds from this offering. In addition, on July 1, 1997 the
Company granted an option to URCI to purchase 150,000 shares of Common Stock at
an exercise price of $2.50 per share, exercisable through December 31, 1999.
Such grant will result in a charge to earnings of approximately $93,000. Unless
extended by the parties, such commitment terminates in the event the offering is
not completed and sufficient funds raised by October 31, 1997.

The Company may seek to obtain a line of credit for working capital from a bank
following this offering. There can be no assurance, however, that the Company
will be successful in obtaining a bank line of credit on acceptable terms or at
all.

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<PAGE> 30

IMPACT OF INFLATION

The Company has not operated in a highly inflationary period and its management
does not believe that inflation has had a material effect on sales or expenses.
As operating expenses increase, the Company expects to recover increased costs
by increasing prices, to the extent permitted by competition. Because the
Company's business is somewhat dependent on tourism in Florida, any significant
decrease in tourism caused by inflation would likely have a material adverse
effect on revenues and profitability.

SEASONALITY

The Company's business exhibits some seasonality. Historically, net sales have
been the highest in the winter and spring seasons, when Florida is a popular
warm weather tourist destination.

ACCOUNTING PRONOUNCEMENTS

In October 1995, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("FAS123"). FAS123 establishes financial accounting and reporting
standards for stock-based employee compensation plans. FAS123 is effective for
stock options granted in fiscal years beginning after December 15, 1995. The
Company plans to use the intrinsic value method to account for its stock options
as permitted by FAS123.

BUSINESS

GENERAL

The Company has three wholly-owned subsidiaries, each of which owns one
restaurant (the West Palm Beach Restaurants), and entered into an agreement to
acquire 51 percent equity interests in four companies, each of which owns or is
developing one restaurant (the Max's Grille Restaurants). Currently, two of the
West Palm Beach Restaurants are open and one of the Max's Grille Restaurants is
open.

HISTORY

Castle Room, Inc. was incorporated in May 1995 by Company directors Brisson and
Joseph Visconti to develop Sforza Ristorante. Clematis Bistro Corporation was
incorporated in April 1996 by Mr. Visconti to develop My Martini Grille. Sushi
Enterprises, Inc. was incorporated in early July 1996 by Messrs. Brisson and
Visconti to develop a sushi restaurant. Sforza Enterprises Inc. was incorporated
in late July 1996 as a holding company for the three corporations. Messrs.
Brisson and Visconti exchanged their founders' shares in Castle Room, Inc. for
founders' shares in the Company and the Company capitalized Clematis Bistro
Corporation and Sushi Enterprises, Inc. as founder of each in late July 1996
with proceeds of private securities offerings.

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<PAGE> 31

CONCEPTS AND DESIGN

The Company's strategy is to own upscale, moderately priced, casual dining
restaurants that are known for providing quality, affordable, contemporary food,
service and ambiance. Although the Company's existing and presently planned
restaurants are in South Florida, ultimately the Company plans to open
restaurants in selected markets outside of South Florida. The Company strives to
provide excellent values and an enjoyable and distinctive dining experience by
offering first quality food in high energy yet casual settings with efficient,
attentive and friendly service.

SITE SELECTION

The Company believes that the downtown West Palm Beach sites are critical to the
success of its West Palm Beach Restaurants, with the high levels of pedestrian
traffic and close proximity to heavily populated residential and/or tourist
areas. According to the Palm Beach County, Florida Planning, Zoning and Building
Department, Palm Beach County's population is expected to grow from 981,793 in
1996 to 1,067,900 by the end of the decade and to 1,271,100 by the year 2010,
making Palm Beach County one of the country's fastest growing areas. West Palm
Beach is an exciting example of urban revitalization. Located across the
intracoastal waterway from the storied island of Palm Beach and less than 10
minutes from Palm Beach International Airport, downtown West Palm Beach is
benefitting immensely from the growth the county continues to experience.

In response to the swelling influx of visitors, second home buyers and
relocating and expanding businesses, anticipated county employment growth is
also extremely strong. According to the Florida Department of Labor and
Employment Security, Palm Beach County's employment is expected to grow from
443,403 in 1994 to 559,844 by the year 2005, a 26.26 percent increase.

URCI selected the two Fort Lauderdale locations and the Weston location for its
newest Max's Grille restaurants because of their proximity to Boca Raton, where
the original Max's Grille has been thoroughly and successfully tested.
Additional high-profile up-scale communities and developments are targeted for
future expansion.

THE WEST PALM BEACH RESTAURANTS

Sforza Ristorante. The Company owns a full-service, mid-priced, casual dining
northern Italian restaurant named "Sforza Ristorante". Sforza Ristorante offers
an extensive menu featuring a wide variety of seafood, chicken and pasta dishes,
appetizers, salads and desserts. The restaurant offers full bar service. Since
its February 1996 opening, food and alcoholic beverages have accounted for
approximately 57% and 43% of restaurant sales, respectively. The restaurant
offers generous portions at moderate prices while providing friendly and
efficient service in a high-energy

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<PAGE> 32

casual atmosphere intended to appeal to a broad customer base, particularly
young upscale adults. As a result, the Company believes that the restaurant has
generated a high level of repeat business and customer loyalty. Sforza
Ristorante offers dinner entrees between $8 and $18, with an average dinner
entree price of $14. The Company believes that by emphasizing casual dining,
high quality, large portions and moderate prices, Sforza Ristorante will remain
popular with consumers.

My Martini Grille. The Company owns a full-service upscale grill named "My
Martini Grille". My Martini Grille, which opened in February 1997, was designed
to serve a sophisticated clientele, including business diners. The My Martini
Grille concept embraces an elegant and timeless early twentieth century motif.
My Martini Grille is Gotham City revisited. This sleek art nouveau restaurant
and bar recaptures the sophisticated allure of the martini culture. Cocktails
are complemented with deep mahogany walls and rich purple and golds. Stylish
stainless steel accents mix with unique Italian light fixtures to create a
relaxed sexy elegance. All of the elements enhance the dining experience and
establish a distinct identity for My Martini Grille. My Martini Grille offers
dinner entrees between $16 and $30, with an average dinner entree price of $20.

Planned Sushi Restaurant. The Company plans to open a full-service, mid-priced
casual dining sushi restaurant in December 1997. The planned restaurant has been
designed to reflect Tokyo in the year 2050. An ocean green tile floor, blonde
maple sushi bar and stainless steel highlights will create a unique techno
atmosphere. Japanese animation and comic books will assume larger than life
scale in artwork incorporated into the design and construction. Large TV screens
over the sushi bar will transform Godzilla, Ultra Man and Speed Racer into
animated art. The funky, innovative design will make dining an experience, not
just fish and rice. The Company's sushi restaurant will offer dinner entrees
between $15 and $30, with an average dinner entree price of $24.

THE MAX'S GRILLE RESTAURANTS

The Company intends to acquire 51 percent equity interests in the entities that
own the Max's Grille Restaurant located at 17 South Atlantic Boulevard ("Beach
Place") and the Max's Grille Restaurants under construction at 300 Southwest
First Avenue

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<PAGE> 33

("Las Olas Riverfront") in Fort Lauderdale, Florida and at 2210 Weston Road, in
Weston, Florida ("Weston") plus the entity that will own the next Max's Grille
to be developed, the location of which is to be determined. Each of the Max's
Grille Restaurants will replicate the Max's Grille restaurant in Boca Raton,
Florida. Beach Place opened in May, 1997. Las Olas Riverfront and
Weston are expected to open in early 1998.

The Las Olas Riverfront, a new 270,000 square foot shopping center on the New
River, the main water thoroughfare dissecting the downtown, will be anchored by
a 24 screen stadium seating movie theater and an 80,000 square foot amusement
center. The Max's Grille Restaurant will be 6,500 square feet, seating 200
inside and 40 on an outside patio when it opens for business in early 1998.

In Weston, the Max's Grille Restaurant will co-anchor the new 200,000 square
foot Waterway Shoppes. It will also be 6500 square feet, seating 200 inside and
40 on an outside lakefront patio when it opens for business in early 1998.

Max's Grille in Boca Raton, Florida, the model for the Max's Grille Restaurants,
incorporates casual dining, moderate prices and a cosmopolitan ambiance in a
comfortable relaxed atmosphere. Opened in 1991, the 225-seat restaurant has been
serving a mix of new American and Continental cuisine with a wide variety of
wines and a full-service bar. The decor features a free-standing mahogany bar,
high ceilings with star chandeliers and floating window treatments. Its fresh,
simply-prepared dishes are imaginative but not intimidating, enhanced with the
flavors of Florida, California, New Orleans, Europe and the Pacific.

Each of the Max's Grille Restaurants is owned by a distinct Florida limited
partnership formed exclusively to own, develop and operate one restaurant. The
sole general partner of each limited partnership is a Florida corporation owned
by Company directors Catalfumo, Max (and his wife Patti Max) and Rapoport. The
sole limited partner of each limited partnership is a limited partnership
ultimately owned by Company directors Catalfumo, Max and Rapoport. URCI manages
every restaurant in which Messrs. Catalfumo, Max and Rapoport have an interest.

The typical setting for a Max's Grille restaurant is a high-profile upscale
community, where an average food and beverage check of $25 could foster repeat
visits by patrons. Young professional and prosperous active "golden agers" --
the demographic group that according to the National Restaurant Association
spends more money dining out than any other age group -- comprises Max's
Grille's regular clientele.

The Max's Grille concept was first replicated in 1995 in Celebration, Florida,
The Walt Disney Co.'s planned community near Orlando, Florida. URCI successfully
competed against restaurant companies from across the nation for the right to
open a restaurant

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<PAGE> 34

in that community. The Max's Grille restaurant in Celebration is owned by The
Celebration Company, an unaffiliated third party, and managed by Unique Orlando
Inc., a Florida corporation owned by Company directors Catalfumo, Max (and his
wife Patti Max) and Rapoport ("UOI"). UOI receives a percentage of the gross for
managing the restaurant pursuant to the terms of a Management Agreement. The
Management Agreement further provides that upon achievement of a certain
annualized gross revenue figure UOI becomes the lessee of the restaurant, and
continues to operate it. A lease agreement is annexed to the Management
Agreement to take effect upon such occurrence.

URCI is also known for its successful Maxaluna, Max's Cafe and Coffee Shop (2
locations), Prezzo's (3 locations) and Astor Place restaurants.

RESTAURANT MANAGEMENT

URCI, the restaurant management company owned by Company directors Catalfumo,
Max (and his wife Patti Max) and Rapoport, operates the current and will operate
the future West Palm Beach Restaurants and Max's Grille Restaurants as well as
nine other existing restaurants. From February through May 1997 URCI provided
management services pursuant to an informal arrangement. URCI manages the West
Palm Beach Restaurants pursuant to the terms of a Management and Consulting
Agreement dated June 1, 1997. Under these arrangements, URCI's management fees
will total $58,000 through October 31, 1997. Thereafter URCI will receive one
percent of net sales plus 20 percent of the net operating profit, paid monthly.
(Net operating profit equals net sales less direct operating and other allocable
expenses.) URCI is responsible for determining menu and bar items, designing
menus, creating recipes, taste testing and costing; interviewing, hiring and
training personnel and developing personnel policies and manuals; developing
operating policies and manuals; developing and implementing a marketing plan;
and otherwise operating the restaurants. The agreement can be terminated by the
Company in the event of misappropriation of Company funds, disreputable conduct
on the part of either Messrs. Rapoport or Max or breach.

In addition, the Company intends to enter into a new two-year management
agreement with URCI pursuant to which URCI will continue to operate the
Company's existing restaurants, and will manage all future Max's Grille
Restaurants owned by the Company. Under the new management agreement, URCI will
have the option to acquire the Company's equity interests in the Max's Grille
Restaurants in the event that URCI involuntarily ceases to manage the Max's
Grille Restaurants. In such event, URCI will have an option, exercisable for a
60 day period, to acquire the Company's equity interests in the Max's Grille
Restaurants for the appraised fair market value thereof.

The staff of each Company restaurant consists of a general manager, a chef and
between 20 and 70 other employees managed by URCI. Restaurant managers are
entitled to participate in an annual discretionary bonus program based upon the
financial and operational results of their particular restaurant.

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<PAGE> 35

The Company believes that achieving customer satisfaction by providing
knowledgeable, friendly, efficient service is critical to the restaurants'
long-term success. During URCI's training program, restaurant managers are
taught to promote the Company's team-oriented atmosphere among restaurant
employees, with emphasis on preparing and serving food in accordance with strict
standards and providing friendly, courteous and attentive service. The Company
believes that the quality and training of its restaurant managers and staff
results in friendly, courteous, efficient service which contributes to a casual
and pleasurable dining experience for the customer.

COMMITMENT AND CUSTOMER SATISFACTION

The Company's utilization of URCI evidences the Company's commitment to
providing its customers with efficient and friendly service, keeping
table-to-wait staff ratios low and staffing each restaurant with an experienced
management team to help ensure attentive customer service and a pleasurable
dining experience. The Company's commitment is further underscored by URCI's
employee training program, which is required for all Company personnel. URCI has
refined its training program over 10 years, producing manuals on policies and
procedures and an employee handbook. The Company's restaurant employees spend a
full week training, from orientation on cultures and standards to classroom
lessons to hands-on instruction. Tests are given each day to monitor retention.
Food tasting is included. The final step is a three-day mock service for family,
friends and vendors.

Through the use of comment cards and table visits, Company management and URCI
receive valuable customer feedback and, through prompt responses, demonstrate a
continuing devotion to customer satisfaction.

QUALITY CONTROL

The Company maintains a continuous inspection program for all its food
purchases. Each shipment of food is inspected upon receipt for quality and
conformance to the Company's specifications. In addition, fresh fish is
inspected by kitchen staff at the time of delivery. The restaurants' employees
are educated as to the correct handling and proper physical characteristics of
each product.

The Company's general managers are all responsible for properly training hourly
employees and ensuring that the Company's restaurants are operated in accordance
with strict health and quality standards. The Company believes that its
inspection procedures and its employee training practices help the Company to
maintain a high standard of quality for the food and service it provides.

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<PAGE> 36

PURCHASING

Obtaining a reliable supply of quality food at competitive prices is critical to
the Company's success. By affiliating with URCI, the Company is part of a group
that purchases over $14 million of food and other products and services for 13
restaurants. Food and supplies are shipped directly to the Company's
restaurants. The Company does not maintain a central product warehouse or
commissary. The Company believes its diverse menu selection reduces the risk and
minimizes the effect of the shortage of any food products. To date, the Company
generally has not experienced any significant delays in receiving its food and
beverage inventories, restaurant supplies or equipment.

ADVERTISING AND MARKETING

Advertising and marketing expenditures in 1996 and the first quarter of 1997
were approximately 2% of sales. The Company sponsored charitable events,
participated in cooking competitions (regional and national), advertised in
local magazines and newspapers and gave away drinks and meals at tables and on
the radio.

MANAGEMENT INFORMATION

The Company maintains financial and accounting controls for each restaurant
through a central management information system. Sales data is collected daily,
and managers are provided with daily sales and cash information for their
respective restaurants. A point-of-sale accounting and cash management system
enables the Company to access each restaurant's sales, inventory, costs and
other financial data on a real-time basis. The point-of-sale accounting and cash
management system enables both restaurant management and Company management to
react quickly to changing sales trends, better manage food, beverage and labor
costs, minimize theft and improve the quality and efficiency of accounting and
audit procedures. State-of-the-art software programs enable the Company to
forecast and schedule labor requirements.

COMPETITION

Competition in the restaurant industry is intense. The industry, particularly
the full-service casual dining segment, is likely to attract a significant
number of new entrants. The Company also expects to face competition from a
broad range of other restaurants and food service establishments, including fast
food restaurants which specialize in a variety of cuisines. In addition, the
full-service restaurant industry is characterized by the frequent introduction
of new food products accompanied by substantial promotional campaigns. In recent
years, numerous companies in the full-service restaurant industry have
introduced products intended to capitalize on growing consumer preference for
food products which are, or are perceived to be, healthy, nutritious, low in
calories and low in fat content. It can be

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<PAGE> 37

expected that the Company will be subject to increasing competition from
companies whose products or marketing strategies address these consumer
preferences.

The Company competes with other restaurants on the basis of price, atmosphere,
decor and service.

GOVERNMENT REGULATION

The Company is subject to extensive state and local government regulation by
various governmental agencies, including state and local licensing, zoning, land
use, construction and environmental regulations and various regulations relating
to the sale of food and alcoholic beverages, sanitation, disposal of refuse and
waste products, public health, safety and fire standards. The Company's
restaurants are subject to periodic inspections by governmental agencies to
ensure conformity with such regulations. The Company believes it complies with
all applicable government regulations.

The Company is also subject to laws governing its relations with employees,
including wage and hour laws, and laws and regulations relating to working and
safety conditions and citizenship or immigration status.

SERVICEMARKS AND PROPRIETARY INFORMATION

The Company has registered the servicemarks "Sforza" and "My Martini" with the
Secretary of State of Florida. The Company believes that its servicemarks have
significant value and are essential to its ability to create demand for and
awareness of its restaurants. See "Risk Factors".

PROPERTIES

The Company leases 450 square feet of space at 330 Clematis Street #211 in West
Palm Beach, Florida for its executive offices from Renaissance Partners LLC. The
lease runs month to month and is terminable by either party upon one month's
prior written notice. The monthly rent payable under the lease is $1166.

All of the Company's West Palm Beach Restaurants are housed in adjacent
storefronts leased from Clematis Development Group, L.C., a real estate holding
company partly owned by Joseph C. Visconti, a principal in the Company and in
the Underwriter. See "Certain Transactions". Each restaurant lease provides that
the tenant pay rent plus the cost of insurance, taxes and a portion of the
landlord's operating costs to maintain common areas. The leases have initial
terms of 10 years with renewal options. The Company leases properties with 2500
to 5500 square feet total space and seating capacity for 90 to 220 persons.

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<PAGE> 38

EMPLOYEES

The Company employs 175 persons, of whom eight are management or administrative
personnel and the rest are employed in non-management restaurant positions.
Approximately 165 of these individuals are employed by the Company on a
full-time basis. Seven of such persons are employed on a salaried basis and 158
on an hourly basis. The Company considers its employee relations to be good.
None of the Company employees is covered by a collective bargaining agreement.

LEGAL PROCEEDINGS

From time to time the Company has been involved in minor legal disputes
customary in the dining industry, none of which is believed by management to be
material to its operating results. The Company is not currently a party to any
threatened or pending legal proceedings.

MANAGEMENT

DIRECTORS AND OFFICERS

The Company's directors and officers are as follows:

<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Dale J. Brisson 37 President and Director
Gerald J. Visconti Jr. 34 Vice President, Chief Financial
Officer, Secretary and Director
Daniel S. Catalfumo 41 Director
Dennis R. Max 52 Director
Burton M. Rapoport 47 Director
Joseph C. Visconti 33 Director
</TABLE>

Mr. Brisson has served as president and as a director of the Company since its
inception in July 1996. Mr. Brisson has served as president and as a director of
Castle Room, Inc. since May 1995, Clematis Bistro Corporation since April 1996
and Sushi Enterprises, Inc. since July 1996. Mr. Brisson, who was born and
raised in Palm Beach County, Florida, has spent his entire career in the
restaurant business. In 1986 he opened the first Rosie's Key West Grille in Lake
Worth, Florida, which by 1994 had grown into a chain of four restaurants in Palm
Beach County with 110 employees.

Mr. G. Visconti has served as an officer and director of the Company since its
inception in July 1996. He established the Company's accounting and management
information systems departments. Prior to joining the Company he owned and
operated a trucking company in Los Angeles for 11 years. Mr. Visconti graduated
from Morrisville Agricultural and Technical College, Morrisville, New York in
1983 with a degree in automotive technology. Mr. G. Visconti is the older
brother of Mr. J. Visconti. Mr. Visconti has no ownership interest in the
underwriter.

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<PAGE> 39

Mr. Catalfumo has spent his entire career in South Florida in the construction
industry. He founded Catalfumo Construction & Development Inc. in West Palm
Beach in 1978 and has built over 12 million square feet of office, medical,
warehouse, country club, industrial, retail and residential space. He is a part
owner of URCI with Messrs. Max (and his wife Patti Max) and Rapoport.

Mr. Max has served as a director of the Company since May 1997. After a short
stint in the banking and brokerage industries, he entered the restaurant
industry in 1972, where he has spent his entire career. He has been successful
in national chains and as an entrepreneur. He has enjoyed tremendous success in
South Florida, where his restaurants are well-known. Mr. Max owns URCI with his
wife, Patti Max, and Messrs. Catalfumo and Rapoport, which he serves as
president.

Mr. Rapoport has spent his entire career in the restaurant industry, beginning
as a bartender at the Victoria Station chain in Los Angeles in 1971, where he
met Mr. Max. In 1978 Messrs. Rapoport and Max created Carlos & Pepe's in Ft.
Lauderdale, Florida, a tremendous success, followed by Raffles in Miami, which
grew to 11 locations before being sold. Mr. Rapoport served for 12 years on the
Advisory Board of Johnson & Wales University, the large culinary institute based
in Providence, Rhode Island. Mr. Rapoport owns URCI with Messrs. Catalfumo and
Max (and Patti Max), which he serves as vice president.

Mr. J. Visconti has served as a director of the Company since its inception in
July 1996. Mr. Visconti has served as vice president, secretary and treasurer
and as a director of Castle Room, Inc. since May 1995, Clematis Bistro
Corporation since April 1996 and Sushi Enterprises, Inc. since July 1996. A
Syracuse, New York native, Mr. Visconti founded Joseph Charles & Assoc., Inc.,
the full-service brokerage firm underwriting the offering, in 1991, which he
serves as chairman, president and chief executive officer. The firm employs over
300 people in its two Florida and its Beverly Hills, Denver and Phoenix offices.
In 1993 Mr. Visconti founded Clematis Development Group, L.C. ("CDG") to acquire
and develop vacant buildings in downtown West Palm Beach. CDG leases storefronts
to the Company for the West Palm Beach Restaurants. In 1995 he teamed with
Mr. Brisson to form Castle Room, Inc. which opened Sforza Ristorante in February
1996.

Messrs. Catalfumo, Max and Rapoport are defendants along with URCI in a civil
lawsuit pending in the Florida state court in Palm Beach County, Florida brought
in May 1996 by former partners in a defunct URCI restaurant who have alleged,
among other things, that the three men breached their fiduciary duties to the
limited partners. The defendants have filed motions attacking the plaintiffs'
complaint and are awaiting a hearing on their motions. Discovery is underway.
The limited partners invested $400,000 in the subject partnership and one of the
limited part ners also made a loan of $60,000 to the partnership. Presumably,
with respect to rescission claims, these plaintiffs would want to

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<PAGE> 40

recover the entire $460,000 plus interest and attorneys' fees, although no
specific request for damages has been made. The other claims being made are
derivative in nature as they challenge the appropriateness of certain charges
made to the partnership by URCI in its capacity as manager. These claims would
seek to require the corporate general partner, Unique Restaurant of South Beach,
Inc. and URCI to refund these expenditures. There is no specific, complete
listing of these expenditures but, in the aggregate, they are substantially less
than $100,000.

The defendants believe there is no merit whatsoever to the claims seeking
rescission. The plaintiffs assert that they were defrauded because Mr. Max
advised them that he had elected not to proceed with the restaurant he had been
considering at the Astor Hotel (three blocks north of the subject site) and that
$400,000 would be sufficient to open the restaurant for business. In fact, Mr.
Max did become involved in the establishment of a res taurant in the Astor Hotel
and the cost of readying the subject restaurant for opening turned out to be
$550,000. The defendants do not deny that either of these representations were
made; how ever, they vehemently deny that they were false when made, known to be
false by Mr. Max or any other party related to URCI or made with an intention of
misleading any of the plaintiffs. In fact, the Astor Hotel deal had terminated
when Mr. Max so advised the plaintiffs. At a subsequent point in time, the
principals of the Astor Hotel again approached Mr. Max with an entirely
different economic proposal pursuant to which they would fully fund con
struction of the restaurant as opposed to the prior proposal in which he was
being asked to do so. Under that revised economic arrangement, Mr. Max proceeded
to get involved in a restaurant in the Astor Hotel. The defendants deny that the
involvement of URCI in the Astor Hotel had anything to do with the economic
failure of the subject restaurant. The Astor Hotel did not even open by the time
it had been determined that the subject restaurant was not going to succeed.
Moreover, the existence of a nearby restaurant enabled some cost savings for the
subject restaurant by sharing certain personnel expenditures between the two
locations. It is also important to note that the plaintiffs were well aware that
Mr. Max and URCI continue, at all times, to get involved in new restaurant
opportunities and had no reasonable basis for assuming or concluding that the
subject restaurant would be the last restaurant with which they become involved.
No such provision existed in the Partnership Agreement. With re spect to the
cost overruns, they were simply initial estimates that turned out to be wrong.
The party that bore the brunt of the underestimate was URCI as it funded $90,000
of the $150,000 deficit. One of the limited partners funded the other $60,000 as
a loan.

With respect to the alleged improper expenditures of funds, to the extent
specific expenditures have been noted by the plain tiffs, the defendants believe
that, for the most part, there are proper justifications with respect to each
expenditure. For example, the plaintiffs list a trip to New York by Mr. Max and
Carre

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<PAGE> 41

Simon, the subject restaurant's chef, as an example of improper expenditures.
This trip was, in fact, taken to receive an award from Esquire Magazine as one
of the best new restaurants in the United States. A significant amount of free
publicity at tended the receipt of that award. In connection with reviewing the
expenditures that have been noted, URCI is undertaking an overall review of the
manner in which it allocates charges to the various restaurants it manages. To
the extent it determines any expenditures were inappropriately charged, it will
make appropriate credits.

Each director of the Company is elected for a term of one year which expires at
the annual meeting of the Company's shareholders or at such other time as his
successor is duly elected and qualified. Pursuant to the Funding Agreement dated
July 1, 1997 among the Company, URCI, Mr. Max and others, Messrs. Brisson, G.
Visconti and J. Visconti agreed to vote their shares to elect three designees of
Mr. Max as directors to the Company's six member Board of Directors. Each
officer is appointed by the Board of Directors and serves at the pleasure of the
Board. See "Certain Transactions".

Directors are not compensated for their services on the Board of Directors. The
Company will reimburse directors for reasonable travel expenses incurred in
connection with their activities on behalf of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS

Subsequent to the offering, the Company will have an Audit Committee and a
Compensation Committee. The Audit Committee will be responsible for (i)
reviewing the scope of, and the fees for, the annual audit, (ii) reviewing with
the independent auditors the corporate accounting practices and policies and
recommending to whom reports should be submitted within the Company, (iii)
reviewing with the independent auditors their final report, (iv) reviewing with
the independent auditors the overall accounting and financial controls, and (v)
being available to the independent auditors during the year for consultation
purposes. The Compensation Committee will determine the compensation of the
officers of the Company and will perform other similar functions and grant
options under the Company's 1997 Equity Incentive Plan. Messrs. Max, Rapoport
and G. Visconti shall serve on the Audit Committee. Messrs. Max, Rapoport, G.
Visconti and J. Visconti shall serve on the Compensation Committee.

EXECUTIVE COMPENSATION

The following table sets forth certain summary information for 1996 concerning
all cash and non-cash compensation awarded to, earned by or paid to the
Company's president and vice president. No officer of the Company earned
$100,000 or more during 1996.

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<PAGE> 42

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Compensation All Other
Name and Principal Position Year Salary Bonus Options Compensation
- --------------------------- ---- ------ ----- ------- ------------
<S> <C> <C> <C> <C> <C>
Dale J. Brisson, President 1996 $69,230 0 N/A N/A
and Director
Gerald J. Visconti, Vice
President, Chief Financial 1996 $ 0 0 N/A $8,000
Officer and Director
</TABLE>

In the first half of 1997 Mr. Brisson and Joseph Visconti each received $32,485
in total compensation and Gerald Visconti $27,000. Clematis Development Group
L.C., landlord of Sforza Ristorante and My Martini Grille, was paid $165,576
in 1996 and $59,557 in 1997 as rent; Joseph Visconti is a principal of that
entity.

EMPLOYMENT AGREEMENTS

The Company is not a party to any employment agreements.

STOCK OPTION PLANS

On July 1, 1997, the Company's Board of Directors enacted the 1997 Equity
Incentive Plan (the "Plan") which provides for the issuance of options to
purchase a total of 285,000 shares of the Company's Common Stock. The Plan
authorizes the Board of Directors to issue incentive stock options ("ISOs") as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and stock options that do not conform to the require ments of that Code
section ("Non-ISOs"). The exercise price of an ISO may not be less than 100% of
the fair market value of the Common Stock at the time of grant, except that in
the case of a grant to an employee who owns (within the meaning of Code Section
422) 10% or more of the outstanding stock of the Company (a "10% Shareholder"),
the exercise price shall not be less than 110% of such fair market value.
Options may not be exercised prior to the first anniversary, or on or after the
tenth anniversary (fifth anniversary in the case of an ISO granted to a 10%
Shareholder), of his grant. Options may not be transferred during the lifetime
of an optionee.

The Plan is administered by the Board of Directors. Subject to the provisions of
the Plan, the Board of Directors has the authority to determine the individuals
to whom stock options are to be granted, the number of shares to be covered by
each option, the option price, the type of option, the option period, the
restrictions, if any, on the exercise of the option, the terms for the payment
of the option price and other terms and conditions. Payment by optionees upon
exercise of an option may be made (as determined by the Board of Directors) in
cash, by promissory note or other such form of payment acceptable to the Board
of Directors, including shares of Common Stock.

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<PAGE> 43

As of the date of this Prospectus, the Company has not granted any options under
the Plan.

PRINCIPAL SHAREHOLDERS

As of the date of this Prospectus, the Company has issued 2,040,000 shares of
Common Stock and 160,000 shares of Series A Preferred Stock. The Preferred Stock
will be converted in part and redeemed in part in connection with the offering.
The following table sets forth, as of the date of this Prospectus, certain
information regarding the beneficial ownership of the Common Stock giving effect
to conversion of the Preferred Stock, by (i) each person known to the Company as
having beneficial ownership of more than 5% of the Common Stock, (ii) each
director of the Company, (iii) each officer of the Company, and (iv) all
directors and officers of the Company as a group.

<TABLE>
<CAPTION>
Percentage of Common Stock
Beneficially Owned(1)
-------------------------------------
Number of Prior
Shares of to After
Name and Address of Beneficial Owner Common Stock Offering Offering(4)
- ------------------------------------ ------------ -------- --------
<S> <C> <C> <C>
Dale J. Brisson(2)(6) 762,500 37.38% _____%
2815 Hampton Ct. E
Delray Beach, FL 33445

Gerald J. Visconti Jr.(2) 103,923 5.09% _____%
3500 N. Flagler Dr.
West Palm Beach, FL 33401

Daniel S. Catalfumo(3)(5) 190,000 9.31% _____%
4300 Catalfumo Way
Palm Beach Gardens, FL 33410

Dennis R. Max(3)(5) 150,000 7.35% _____%
490 E. Palmetto Park Rd. #110
Boca Raton, FL 33432

Burton M. Rapoport(3)(5) 150,000 7.35% _____%
490 E. Palmetto Park Rd. #110
Boca Raton, FL 33432

Joseph C. Visconti(3)(6) 755,500 37.03% _____%
525 S. Flagler Dr. #400
West Palm Beach, FL 33401

All directors and officers as a group (6
persons)(5) 1,811,923 88.82% _____%
</TABLE>

[FOOTNOTES APPEAR ON THE FOLLOWING PAGE]

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<PAGE> 44

(1) A person is deemed to be the beneficial owner of voting securities that
can be acquired by such person within 60 days from the date of this
Prospectus upon the exercise of options or warrants or conversion of
convertible securities. Each beneficial owner's percentage ownership is
determined by assuming that options, warrants and convertible
securities that are held by such person (but not those held by any
other person) and which are exercisable or convertible within 60 days
of the date of this prospectus have been exercised or converted. Unless
otherwise indicated, the beneficial owner has sole voting and
investment power.
(2) An officer and director.
(3) A director.
(4) Assumes that no person listed in the table acquires shares in the
offering.
(5) Includes 150,000 shares of Common Stock underlying an option granted to
URCI. Messrs. Catalfumo, Max and Rapoport are principals of URCI. See
"Certain Transactions".
(6) Includes 300,000 shares of Common Stock owned by Vask Enterprises,
Inc., a Florida corpora tion owned by Messrs. Brisson and J. Visconti.

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

The Series A Preferred Stock, half of which shall be redeemed for $400,000 and
half of which shall be converted into Common Stock on a one-to-one basis upon
consummation of the offering, is owned as follows:

<TABLE>
<S> <S>
CBM of America, Inc.: 80,000 shares
Lawrence M. Dezenzo
Revocable Trust f/b/o
Lawrence M. Dezenzo,
Trustee: 40,000 shares
Bruce J. Simonson: 40,000 shares
</TABLE>

None of these shareholders is affiliated with the Company. They are retail
brokerage clients of the underwriter.

CERTAIN TRANSACTIONS

The information set forth below briefly describes certain transactions between
the Company and certain parties who or which may be deemed to be affiliated with
the Company. The Company believes all of the following transactions were or are
on terms no less favorable to the Company than those that could be obtained from
unaffiliated third parties. All future transactions with affiliated parties
(including forgiveness of currently outstanding loans) will be approved by a
majority of the disinterested directors of the Company and will be on terms no
less favorable to the Company than those that could be obtained from
unaffiliated third parties.

Notes Payable; Shareholders. During 1995 and 1996 Dale J. Brisson and Joseph C.
Visconti lent an aggregate of $175,000 to the Company or its subsidiaries
pursuant to notes collateralized by substantially all of the Company's assets.
Such notes bear interest at an annual rate of 10 percent and are payable in
monthly installments. In addition, such shareholders have made uncollateralized
loans to the Company aggregating $63,445 for working capital purposes. These
loans are non-interest bearing and payable on demand. All such loans have been
repaid as of June 30, 1997. See "Restaurant Management" and "Construction" below
in this section.

Premises Leases. The Company leases the spaces for its three restaurants from
Clematis Development Group, L.C., a Florida limited

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<PAGE> 45

liability company partly owned by Joseph C. Visconti. Castle Room, Inc.'s lease
expires in December 2005 and calls for annual rent of $51,500 in the first year,
gradually rising to $94,125 in 2005. Clematis Bistro Corporation's lease expires
in January 2006 and calls for annual rent of $96,250 in the first year,
gradually rising to $145,750 in the final year. Sushi Enterprises, Inc.'s lease
expires in January 2006 and calls for annual rent of $20,000 in the first year,
gradually rising to $46,875 in the final year. Each lease is "triple net",
meaning that the tenant pays for insurance, taxes and maintenance. The Company
believes that each lease is on terms no less favorable than those obtainable
from an unrelated third party.

Underwriting. The offering is being underwritten by Joseph Charles & Assoc.,
Inc., a full-service broker-dealer owned in part by several of the Company's
shareholders, including Joseph Visconti See "Underwriting".

Restaurant Management. URCI, the restaurant management company controlled by
Messrs. Max, Rapoport and Catalfumo, manages and operates the Company's
restaurants. Its responsibilities include the determination of dining room and
bar menus, design of the menus, creation of recipes, testing of menu items,
pricing, interviewing, training and hiring personnel, developing personnel
systems and manuals, developing operations manuals covering product purchasing,
vendor selection, developing operating forms and checklists covering ordering,
inventory, preparation and sanitation, developing marketing plans covering
advertising and promotional programs, developing signage, conducting market
research and related duties. Compensation for management services through
October 31, 1997 totals $58,000. Subsequently, URCI shall receive a fee of one
percent of net sales plus 20 percent of the net operating profit, monthly. (Net
operating profit equals net sales less direct operating and other allocable
expenses.) On January 31, 1997 URCI lent the Company $250,000 pursuant to the
terms of a Fixed Rate Promissory Note (the "Note") with interest accruing
thereon at the rate of 15 percent per annum. The Note is secured by a lien on
all the Company's assets and guaranteed by Joseph Visconti and Dale Brisson. On
June 1, 1997 URCI as signed the Note to Daniel Catalfumo.

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<PAGE> 46

Construction. Mr. Catalfumo's construction company built Max's Beach Place
Grille, one of the Max's Grille Restaurants, and is building the Max's Grille
Restaurants in the Las Olas Riverfront development, Ft. Lauderdale, Florida and
in Weston, Florida. Mr. Catalfumo acquired the Note from URCI on June 1, 1997
and immediately converted $125,000 of the unpaid principal into 40,000 shares of
the Company's Common Stock. The conversion price of $3.125 was negotiated
between the parties. It is the midway point between the founders' price of $1.25
and the proposed ini tial public offering price of $5.25 per share of Common
Stock.

Funding Agreement. The Company, URCI, Dennis Max and related parties entered
into a Funding Agreement on July 1, 1997 pursuant to which the Company agreed to
devote $3,000,000 of the proceeds of this offering to the construction and
pre-opening expenses of four Max's Grille Restaurants and to grant URCI an
option to acquire 150,000 shares of the Company's Common Stock exercisable at
$2.50 per share through December 31, 1999 (see "Description of Securities --
Option") in exchange for 51 percent equity inter ests in such Max's Grille
Restaurants and URCI's agreement to manage such restaurants at a discounted
rate. The $3,000,000 shall be deposited into a Construction Fund at such time as
the limited partnership interests in each of the Max's Grille Restaurants are
conveyed to the Company. Mr. Max shall be responsible for Construction Fund
disbursement among the Max's Grille Restaurants. Messrs. Catalfumo, Max and
Rappaport shall own, in the aggregate, the remaining 49 percent equity interest
in the Max's Grille Restaurants as limited partners (Mr. Catalfumo) and as
owners of each corporate general partner (Messrs. Catalfumo, Max [with his wife
Patti Max] and Rapoport). URCI shall manage the restaurants for a fee of
one-and-one-half percent, half of its standard fee of three percent, of net
sales. Joseph Visconti has the right to designate three of the directors of the
corporations serving as general partner. Additionally, Mr. Max received the
right to designate three of the Company's six directors, obtaining the agreement
of Joseph Visconti, Gerald Visconti and Dale Brisson to vote their Company
shares in favor of his director nominees. A Joinder setting forth such agreement
is attached to the Funding Agreement, which is attached as an exhibit to the
Registration Statement of which this Prospectus is a part. In addition, URCI
will have the option to acquire the Company's equity interests in the Max's
Grille Restaurants in the event that URCI involuntarily ceases to manage the
Max's Grille Restaurants. In such event, URCI will have an option, exercisable
for a 60 day period, to acquire the Company's equity interest in the Max's
Grille Restaurants for the appraised fair market value thereof.

DESCRIPTION OF SECURITIES

GENERAL

The Company's authorized capital stock consists of 20,000,000 shares of Common
Stock, $0.01 par value per share, and 400,000

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<PAGE> 47

shares of Preferred Stock, $0.01 par value per share. As of September 30, 1997
there were 2,040,000 shares of Common Stock issued and outstanding, held by ___
holders of record, and 160,000 shares of Series A Preferred Stock issued and
outstanding, held by three holders of record.

COMMON STOCK

Each holder of Common Stock is entitled to one vote for each share owned of
record on all matters voted upon by shareholders, and a majority vote is
required for all actions to be taken by shareholders. In the event of a
liquidation, dissolution or winding-up of the Company, the holders of Common
Stock are entitled to share equally and ratably in the assets of the Company, if
any, remaining after the payment of all debts and liabilities of the Company.
The Common Stock has no preemptive rights, no cumulative voting rights and no
redemption, sinking fund or conversion provisions.

Holders of Common Stock are entitled to receive dividends if, as and when
declared by the Board of Directors out of funds legally available therefor,
subject to any dividend restrictions imposed by the Company's creditors. No
dividend or other distribution (including redemptions or repurchases of shares
of capital stock) may be made if, after giving effect to such distribution, the
Company would not be able to pay its debts as they become due in the normal
course of business, or the Company's total assets would be less than the minimum
of its total liabilities.

If the Company realizes net profits in the future, its foreseeable policy will
be to retain such earnings for the operation and expansion of its business.

PREFERRED STOCK

The Board of Directors of the Company is authorized (without any further action
by the shareholders) to issue Preferred Stock in one or more series and to fix
the voting rights, liquidation preferences, dividend rates, conversion rights,
redemption rights and terms, including sinking fund provisions, and certain
other rights and preferences. Satisfaction of any dividend preferences of
outstanding Preferred Stock would reduce the amount of funds available for the
payment of dividends, if any, on the Common Stock. Also, holders of the
Preferred Stock would normally be entitled to receive a preference payment in
the event of any liquidation, dissolution or winding up of the Company before
any payment is made to holders of Common Stock. In addition, under certain
circumstances, the issuance of Preferred Stock may render more difficult or tend
to discourage a merger, tender offer or proxy contest, the assumption of control
by a holder of a large block of the Company's securities, or the removal of
incumbent management. The Board of Directors of the Company, without shareholder
approval, may issue Preferred Stock with dividend, liquidation, redemption,
voting and conversion rights which could adversely affect the holders of Common
Stock.

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<PAGE> 48

As of June September 30, 1997, 160,000 of the 400,000 authorized shares of
Preferred Stock were outstanding. Series A Preferred Stock was issued to three
investors on May 19, 1997 who invested $400,000 in the aggregate as follows:
CBM of America Inc. (80,000 shares), Lawrence M. Dezenzo Revocable Trust f/b/o
Lawrence M. Dezenzo, Trustee (40,000 shares), and Bruce J. Simonson (40,000
shares), all of whom are retail brokerage clients of Joseph Charles & Assoc.,
Inc., the underwriter, but are otherwise unaffiliated with the Company. The
Series A Preferred Stock is entitled to cumulative cash dividends at a rate of
10 percent per annum and a liquidation preference of $2.50 per share. Upon
completion of an initial public offering raising gross proceeds of at least
$4,000,000, 80,000 shares of Series A Preferred Stock automatically convert
into 80,000 shares of Common Stock while the other 80,000 shares of Series A
Preferred Stock are to be redeemed for $400,000 in the aggregate. If such an
initial public offering shall not have occurred by January 1, 1998 all Series A
Preferred Stock shall be redeemed at cost plus four percent. The Company has
no present intention to issue any additional shares of Preferred Stock.

OPTION

Pursuant to the terms of the Funding Agreement, the Company granted URCI an
option, exercisable through December 31, 1999, to acquire 150,000 shares of
Common Stock for an exercise price of $2.50 per share. The shares of Common
Stock underlying the option are restricted and cannot be sold before March 31,
1999 but bear "piggyback" registration rights. In the event the Company
proposes to file a registration statement under the Securities Act which
relates to a current offering of securities of the Company (except in
connection with an offering on Form S-8 or Form S-4 or any other inappropriate
form), URCI may request that the Company include all or a portion of the option
shares therein and the Company must honor such request.

REDEEMABLE WARRANTS

The Units being offered hereby include 1,250,000 Warrants.

The Warrants will be issued under and governed by the provisions of a Warrant
Agreement (the "Warrant Agreement") between the Company and Florida Atlantic
Stock Transfer, Inc. as warrant agent (the "Warrant Agent") and will be
evidenced by warrant certificates in registered form. The following summary
of the Warrant Agreement is not complete and is qualified in its entirety by
reference to the Warrant Agreement, a copy of which has been filed as an
exhibit to the Registration Statement of which this Prospectus is a part.

Each Warrant entitles the holder thereof to purchase one share of Common Stock
at a price equal to $5.25 per share during the Warrant Exercise Period -- the
period commencing on the date of this Prospectus and terminating five years
thereafter. The shares of

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<PAGE> 49

Common Stock underlying the Warrants will, upon exercise of the Warrants, be
validly issued, fully paid and non-assessable. The Warrants are redeemable by
the Company at any time during the Warrant Exercise Period for $0.01 per
Warrant if the average closing price of a share of Common Stock, as reported by
the American Stock Exchange, equals or exceeds $5.52 for any 20 consecutive
trading days ending within five days prior to the date of the notice of
redemption.

The Warrants can only be exercised when there is a current effective
registration statement covering the shares of Common Stock underlying the
Warrants. If the Company does not or is unable to maintain a current effective
registration statement, the Warrantholders will be unable to exercise the
Warrants and the Warrants may become valueless. Moreover, if the shares of
Common Stock underlying the Warrants are not registered or qualified for sale
in the state in which a Warrantholder resides, such holder might not be
permitted to exercise the Warrants. In the event that the Warrants are called
for redemption, the Warrantholders may not be able to exercise their Warrants
in the event that the Company has not updated this Prospectus in accordance
with the requirements of the Securities Act or the Warrants have not been
qualified for sale under the laws of the state where the Warrantholder resides.
In addition, in the event that the Warrants have been called for redemption,
such call for redemption could force the Warrantholder either to (i) assuming
the necessary updating to the Prospectus and state blue sky qualifications
have been effected, exercise the Warrants and pay the exercise price at a time
when, in the event of a decrease in market price from the period preceding the
issuance of the call for redemption, it may be less than advantageous
economically to do so, or (ii) accept the redemption price, which, in the event
of an increase in the price of the Common Stock, could be substantially less
than the market value thereof at the time of redemption. See "Risk Factors".

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<PAGE> 50

The Warrantholders are not entitled to vote, receive dividends or exercise any
of the rights of holders of shares of Common Stock for any purpose. The
Warrants are in registered form and may be presented for transfer, exchange or
exercise at the office of the Warrant Agent. Although the Company has applied
for listing of the Warrants under the symbol SFZAW, there can be no assurance
that the Warrants will be quoted or under such symbol. There is currently no
established market for the Warrants, and there is no assurance that any such
market will develop.

Assuming there is a current effective registration statement covering the
shares of Common Stock underlying such Warrants, each Warrant may be exercised
by surrendering the Warrant certificate, with the form of election to purchase
on the reverse side of the Warrant certificate properly completed and executed,
together with payment of the exercise price to the Warrant Agent. The Warrants
may be exercised from time to time in whole or in part. If less than all of
the Warrants evidenced by a Warrant certificate are exercised, a new Warrant
certificate will be issued for the remaining number of Warrants.

The Warrant Agreement provides for adjustment of the exercise price and the
number of shares of Common Stock purchasable upon exercise of the Warrants to
protect Warrantholders against dilution in the event of stock dividends and
distributions, stock splits, recapitalizations, mergers, consolidations and
similar transactions.

DIRECTORS' LIABILITY

Under the Florida Business Corporation Act (the "FBCA"), a director of a
Florida corporation is not personally liable for monetary damages to the
corporation or any other person for any statement, vote, decision or failure to
act, regarding corporate management or policy, by a director unless (i) the
director breached or failed to perform his duties as a director; and (ii) the
director's breach of, or failure to perform, those duties constitutes: (1) a
violation of the criminal law, unless the director had reasonable cause to
believe his conduct was lawful or had no reason to believe his conduct was
unlawful; (2) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (3) a circumstance under which
an unlawful distribution is made; (4) in a proceeding by or in the right of the
corporation to procure a judgment in its favor by or in the right of a
shareholder, conscious disregard for the best interest of the corporation or
willful misconduct; or (5) in a proceeding by or in the right of someone other
than the corporation or a shareholder, recklessness or an act or omission which
was committed in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety or property. A
corporation may purchase and maintain insurance on behalf of any director or
officer against any liability asserted against him and incurred by him in his
capacity or arising out of his status as such, whether or not the corporation

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<PAGE> 51

would have the power to indemnify him against such liability under the FBCA.
The Company may elect to purchase such insurance on behalf of its directors and
officers.

The Articles of Incorporation provide that the Company shall indemnify all
directors and officers of the Company, as well as any employees or agents of
the Company to whom the Company has agreed to grant indemnification. Section
607.0850(1) of the FBCA provides that a Florida corporation, such as the
Company, shall have the power to indemnify any person who is or was a party to
any proceeding (other than an action by, or in the right of, the corporation)
by reason of the fact that he 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, partnership,
joint venture, trust or other enterprise against liability incurred in
connection with such proceeding, including any appeal thereof, if he acted in
good faith and in a manner he 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 conduct was unlawful, to
the fullest extent permitted by applicable law, as amended from time to time.
This indemnification includes the right to advancement of expenses when
allowed pursuant to applicable law.

In addition, the Bylaws provide that a director of the Company shall not be
personally liable to the Company or its shareholders for monetary damages for
breach of the director's fiduciary duty. However, the Bylaws do not eliminate
or limit the liability of a director for any of the following reasons: (i) a
breach of the director's duty of loyalty to the shareholders; (ii) acts or
omissions not in good faith or that involve intentional misconduct or a
knowing violation of law; (iii) a violation under Section 607.0834 of the FBCA
(which imposes liability upon directors for unlawful dividends and other
distributions); (iv) a transaction from which the director derived an improper
personal benefit; or (v) an act or omission occurring before the effective date
of the Articles of Incorporation.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

LIABILITY INSURANCE

The Company intends to procure and maintain a policy of insurance under which
the directors and officers of the Company will be insured, subject to the
limits of the policy, against certain losses arising from claims made against
such directors and officers by reason of any acts or omissions covered under
such policy in

-49-

<PAGE> 52

their respective capacities as directors or officers, including liabilities
under the Securities Act.

ANTI-TAKEOVER PROVISIONS OF FLORIDA LAW

Following the offering to which this Prospectus relates, the Company may be
subject to the anti-takeover provisions of Section 607.0901 of the FBCA (the
"Affiliated Transaction Statute"). In general, the Affiliated Transaction
Statute requires the approval of the holders of two-thirds of the voting shares
of a corporation, other than shares owned by an "interested shareholder", in
order to effectuate an "affiliated transaction", such as a merger, sale of
assets or sale of shares, between a corporation and an interested shareholder.
An "interested shareholder" is defined as the beneficial owner of more than
10% of the outstanding voting securities of the corporation. Such approval is
not required where the (i) affiliated transaction is approved by a majority
of the disinterested directors, (ii) an interested shareholder owns 90% or more
of the corporation's outstanding voting stock, or has owned 80% or more for
five years, or (iii) consideration paid in connection with the affiliated
transaction satisfies the statutory "fair price" formula and the transaction
meets certain other requirements. A corporation may elect, by the vote of a
majority of the outstanding voting securities of the corporation (not
including shares held by an interested shareholder), or by amendment to the
articles or bylaws of the corporation, not to be subject to the provisions of
the Affiliated Transaction Statute. The election will not be effective until
18 months after it is made, and will not apply to any affiliated transaction
between the corporation and someone who was an interested shareholder prior to
the effective date of the election.

The application of the Affiliated Transaction Statute could prohibit or delay
a merger, takeover or other change in control of the Company, and therefore
could discourage attempts to acquire the Company.

TRANSFER AGENT

Florida Atlantic Stock Transfer, Inc., 5701 North Pine Island Rd. #310A,
Tamarac, Florida 33321, is the transfer agent and registrar for the Common
Stock.

REPORTS TO SHAREHOLDERS

Subject to the sale of the shares of Common Stock offered hereby, the Company
will register its Common Stock under the provisions of Section 12(g) of the
Exchange Act. Such registration will require the Company to comply with the
periodic reporting, proxy solicitation and certain other requirements of the
Exchange Act.

SHARES ELIGIBLE FOR FUTURE SALE

Upon the consummation of this offering, the Company will have 3,370,000 shares
of Common Stock outstanding (3,490,000 if the Underwriter's Over-Allotment
option is fully

-50-

<PAGE> 53

exercised). Of those shares, the 1,250,000 shares and 1,250,000 Warrants
being offered hereby will be freely tradeable without restriction (except as to
affiliates of the Company) or further registration under the Securities Act.
Notwithstanding Rule 144 of the Securities Act, 2,120,000 of the remaining
shares of Common Stock outstanding after this offering would be immediately
eligible for sale in the public market without registration except that the
holders thereof have agreed not to sell their Shares before the first
anniversary of the effective date of the registration statement of which this
Prospectus is a part.

In general, under Rule 144 as currently in effect, a person (or persons whose
shares are aggregated) who has beneficially owned restricted securities within
the meaning of Rule 144 for at least one year, including the holding period of
any prior owner except an affiliate, would be entitled to sell within any
three-month period a number of shares that does not exceed the greater of one
percent of the then outstanding shares of Common Stock or the average weekly
trading volume of the Common Stock in the over-the-counter market during the
four calendar weeks preceding such sale. Sales under Rule 144 are also subject
to certain manner of sale provisions, notice requirements and the availability
of current public information about the Company. Any person (or persons
whose shares are aggregated) who is not deemed to have been an affiliate of the
Company at any time during the three months preceding a sale, and who has
beneficially owned shares for at least three years, would be entitled to sell
such shares under Rule 144(k) without regard to the volume limitations, manner
of sale provisions, public information requirements or notice requirements.
An "affiliate" is a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or under common control with,
such issuer.

Prior to this offering, there has been no public trading market for the Common
Stock. The Company intends to file an application to list its stock on the
American Stock Exchange upon completion of this offering.

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement, the
Company has agreed to sell to Joseph Charles & Associates, Inc. (the
"Underwriter") and the Underwriter has agreed to purchase from the Company all
1,250,000 shares of Common Stock and 1,250,000 Warrants to be sold in this
offering.

The Securities are being sold on a firm commitment basis. The Underwriting
Agreement provides, however, that the obligations of the Underwriter are
subject to certain conditions precedent. The Underwriter is committed to
purchase all the Securities offered hereby if any are purchased.

-51-

<PAGE> 54

The Underwriter has advised the Company that it proposes to offer the Common
Stock and Warrants directly to the public at the initial public offering price
set forth on the cover page of this Prospectus, and to selected dealers at that
price, less a concession of not more than $0.___ per share. The Underwriter
may allow a discount of not more than $_____ per share on sales to certain
other dealers. After the initial public offering, the price to the public of
the Common Stock and Warrants and the other terms may be changed.

Several shareholders of the Company, most notably Joseph Visconti, are
shareholders of the Underwriter, which Joseph Visconti founded in 1991. Joseph
Visconti serves the Underwriter as a director and officer and as its largest
shareholder and serves the Company as a director and as its second largest
shareholder, owning 37.03 percent of the Company's Common Stock prior to
completion of this offering. The offering, therefore, is being conducted in
accordance with the applicable provisions of Rule 2720 (previously Schedule E
to the Bylaws of the NASD) of the Conduct Rules of the NASD, which provides
that, among other things, when an NASD member participates in an underwriting
of equity securities in which it or its affiliates has an economic interest,
the initial public offering price can be no higher than that recommended by a
"qualified independent underwriter" meeting certain standards. In accordance
with this requirement, Kashner, Davidson Securities, Inc. has served in such
role and will recommend a price in compliance with the requirements of Rule
2720. The initial public offering price of the Common Stock set forth on the
cover page of this Prospectus will be no higher than such recommended price.
In addition, the Underwriter may not confirm sales to any discretionary account
without the prior specific written approval of the customer. The Underwriter
has informed the Company that it does not expect to sell any Securities to any
account over which it has discretionary authority.

The Company has granted the Underwriter an option (the "Underwriter's
Over-Allotment Option"), exercisable during the 60-day period following the
date of this Prospectus, to purchase up to 120,000 additional Units, at the
initial public offering price less the underwriting discount. The Underwriter
may exercise such option only for the purpose of covering any over-allotments
in the sale of the Units offered hereby.

The Company has agreed to indemnify the Underwriter against certain
liabilities, losses and expenses, including liabilities under the Securities
Act, or to contribute to payments that the Underwriter may be required to make
in respect thereof.

The Company has agreed to pay the Underwriter a non-accountable expense
allowance of 3% of the gross proceeds from the sale of Securities and to pay a
consulting fee of $60,000 for 24 months of consulting services to be rendered.

-52-

<PAGE> 55

The officers, directors and shareholders of the Company have agreed that they
will not offer, sell or otherwise dispose of any Common Stock of the Company
owned by them to the public for a period of at least 12 months from the closing
of this offering without the prior written consent of the Underwriter. The
Underwriter may in its discretion and without notice to the public waive these
lock up agreements and permit holders otherwise agreeing to lock up their
shares to sell any or all of their shares of Common Stock, although the
Underwriter has no current intention of doing so.

The Company has agreed with the Underwriter not to solicit Warrant exercises
other than through the Underwriter. Upon exercise of any Warrants commencing
one year from the date of this Prospectus, the Company will pay the
Underwriter a fee of 4% of the aggregate exercise price, if (i) the market
price of the Company's Common Stock on the date the Warrant is exercised is
greater than the then exercise price of the Warrants; (ii) the exercise of the
Warrant was solicited by a member of the NASD who is so designated in writing
by the holder exercising the Warrant; (iii) the Warrant is not held in a
discretionary account; (iv) disclos-ure of compensation arrangements was made
both at the time of the offering and at the time of exercise of the Warrant;
and (v) the solicitation of the exercise of the Warrant was not in violation of
Regulation M promulgated under the Exchange Act. No solicitation fee will be
paid to the Underwriter for Warrants exercised within one year of the date of
this Prospectus or for Warrants voluntarily exercised at any time without
solicitation.

At the closing of this offering, the Company will sell and deliver to the
Underwriter for an aggregate purchase price of $80.00, the "Underwriter's
Option" to purchase 125,000 shares of Common Stock and 125,000 Warrants at
a price that is equal to 120% of the initial public offering price for the
Common Stock and Warrants. The Warrants underlying the Underwriter's Option
will have an exercise price and other terms identical to the Warrants being
offered to the public pursuant to this Prospectus except that the Underwriter's
Option shall not be redeemable.

The Underwriter's Option will be non-transferable for a period of one year
following the date of this Prospectus except to officers of the Underwriter.
The Underwriter's Option will also contain antidilution provisions for stock
splits, stock dividends, recombinations and reorganizations, a one-time demand
registration provision (at the Company's expense) and piggyback registration
rights (which registration rights will expire five years from the date of this
Prospectus)

The Underwriter may engage in over-allotment, stabilizing transactions,
syndicate-covering transactions and penalty bids in accordance with Rule 104
of Regulation M under the Exchange Act. Over-allotment involves syndicate
sales in excess of the offering size, which creates a syndicate short position.
Stabilizing transactions permit bids to purchase the underlying security so

-53-

<PAGE> 56

long as the stabilizing bids do not exceed a specified maximum.
Syndicate-covering transactions involve purchases of Common Stock in the open
market after the distribution has been completed in order to cover syndicate
short positions. Penalty bids permit the underwriter to reclaim a selling
concession from a syndicate member when the Common Stock originally sold by
such syndicate member is purchased in a syndicate-covering transaction to cover
syndicate short positions. Such stabilizing transactions, syndicate-covering
transactions and penalty bids may cause the price of the Common Stock to be
higher than it would otherwise be in the absence of such transactions. These
transactions may be ef-fected on the American Stock Exchange or otherwise and,
if commenced, may be discontinued at any time.

Prior to this offering, there has been no public market for the Common Stock or
Warrants and there can be no assurance that a market will develop or be
sustained following this offering. The initial public offering price of the
Common Stock and Warrants and the exercise price of the Warrants were
determined taking into account the prospects for the Company, an assessment of
the industry in which the Company operates, the assessment of management, the
number of shares of Common Stock and Warrants offered, the price that
purchasers of such Securities might be expected to pay given the nature of the
Company and the general condition of the securities markets at the time of the
offering. Accordingly, the offering price set forth on the cover page of this
Prospectus should not necessarily be considered an indication of the actual
value of the Company or the Common Stock or Warrants.

LEGAL MATTERS

The validity of the Securities offered hereby will be passed upon for the
Company by Mirkin & Woolf, P.A., West Palm Beach, Florida. Mirkin & Woolf,
P.A. has represented the Underwriter from time to time on other matters.
Mirkin & Woolf, P.A. shall re-ceive, upon effectiveness of the Registration
Statement, a warrant to acquire 10,000 shares of the Company's common stock at
an exercise price of $6.00 per share. The warrant shall be exercisable at any
time, in whole or in parts, through February 2002. Certain legal matters will
be passed upon for the Underwriter by Troop Meisinger Steuber & Pasich, LLP,
Los Angeles, California.

EXPERTS

The consolidated balance sheet of the Company as of December 31, 1996 and the
consolidated statements of operations, shareholders' equity and cash flows for
the year ended December 31, 1996 and the period May 17, 1995 (inception) to
December 31, 1995 included in this Prospectus have been included herein in
reliance on the report of Templeton & Company, P.A., independent accountants,
given upon their authority as experts in accounting and auditing.

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<PAGE> 57

AVAILABLE INFORMATION

A Registration Statement on Form SB-2 relating to the Units offered hereby has
been filed by the Company with the Securities and Exchange Commission in
Washington, D.C. This Prospectus does not contain all the information set
forth in the Registration Statement and the exhibits and schedules thereto.
Statements contained in this Prospectus as to the contents of any contract or
any other document referred to are not necessarily complete and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. For further information with
respect to the Company and the Units offered hereby, reference is hereby made
to the Registration Statement and to the exhibits and schedules thereto. A
copy of the Registration Statement may be inspected by anyone without charge
and may be obtained at prescribed rates at the Securities and Exchange
Commission at the Public Reference Section of the Commission, maintained by the
Commission at its principal office located at 450 Fifth Street N.W.,
Washington, D.C. 20549 and at the Midwest Regional Office at the Commission
located at 500 West Madison Street #1400, Chicago, IL 60661-2511 and at 7 World
Trade Center #1300, New York, NY 10048 and copies of all or any part thereof
may be obtained from such office after payment of the fees prescribed by the
Commission.

The Securities and Exchange Commission maintains a World Wide Web site that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission. The
Commission's address on the Web is http://www.sec.gov.

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<PAGE> 58

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
<S> <C>
SFORZA ENTERPRISES INC. AND SUBSIDIARIES
Independent Auditors' Report F-2
Consolidated Balance Sheet as of December 31, 1996 F-3
Consolidated Statements of Operations for the period F-4
May 17, 1995 (inception) to December 31, 1995 and
for the year ended December 31, 1996
Consolidated Statements of Shareholders' Equity for F-5
the period May 17, 1995 (inception) to December 31,
1995 and for the year ended December 31, 1996
Consolidated Statements of Cash Flows for the period F-6
May 17, 1995 (inception) to December 31, 1995 and
for the year ended December 31, 1996
Notes to Consolidated Financial Statements F-7
Consolidated Balance Sheet as of June 30, 1997 F-16
(unaudited)
Consolidated Statements of Operations for the six F-17
months ended June 30, 1997 and 1996 (unaudited)
Consolidated Statements of Cash Flows for the six F-18
months ended June 30, 1997 and 1996 (unaudited)
Notes to Interim Consolidated Financial Statements F-19
(unaudited)
</TABLE>

F-1

<PAGE> 59

REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors and Shareholders
Sforza Enterprises Inc.

We have audited the accompanying consolidated balance sheet of Sforza
Enterprises Inc. and subsidiaries as of December 31, 1996 and the related
consolidated statements of operations, shareholders' equity and cash flows for
the year ended December 31, 1996 and the period May 17, 1995 (inception) to
December 31, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 audits provide a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Sforza Enterprises Inc. and
subsidiaries as of December 31, 1996, and the results of their operations and
their cash flows for the year ended December 31, 1996 and the period May 17,
1995 (inception) to December 31, 1995, in conformity with generally accepted
accounting principles.

/s/ Templeton & Company, P.A.

Royal Palm Beach, Florida
March 28, 1997, except for
Notes 2 and 9, as to which
the date is September 5, 1997

F-2

<PAGE> 60
SFORZA ENTERPRISES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996

<TABLE>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 202,639
Accounts receivable 2,238
Inventories 38,661
Deferred income taxes 13,583
Other current assets 54,829
----------

Total current assets 311,950

Property and equipment, net 495,370

Other assets, net 278,831
----------

Total assets $1,086,151
==========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable $ 917
Accrued expenses 84,981
Unearned revenue 61,759
Income taxes payable 15,387
Due to shareholders 63,445
Current portion of long-term debt 114,874
Current portion of obligations under capital leases 30,089
----------

Total current liabilities 371,452

Long-term debt, net 30,014
Obligations under capital leases, net 53,959
Deferred income taxes 7,515
----------
Total liabilities 462,940
----------

Shareholders' equity:
Common stock, $.01 par value; 20,000,000 shares
authorized; 1,975,000 shares issued and
outstanding 19,750
Additional paid-in capital 490,550
Retained earnings 112,911
----------

Total shareholders' equity 623,211
----------

Total liabilities and
shareholders' equity $1,086,151
==========
</TABLE>

See accompanying notes.

F-3

<PAGE> 61
SFORZA ENTERPRISES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1996 and
the Period May 17, 1995 (Inception) to December 31, 1995

1996 1995
---------- -----------
<S> <C> <C>
Net sales $2,333,530 $ -
---------- -----------

Cost and expenses:
Cost of sales 1,299,501 -
Operating expenses 881,856 12,244
Interest expense, net - 555
---------- -----------
Total cost and expenses 2,181,357 12,799
---------- -----------
Income (loss) before other income 152,173 (12,799)

Other income, net 3,051 -
---------- -----------

Income (loss) before provision for
income taxes 155,224 (12,799)

Provision for income taxes 9,319 -
---------- -----------
Net income (loss) $ 145,905 $ (12,799)
========== ===========
Earnings (net loss) per common share:

Primary $ .07 $ (.01)
========== ===========
Fully diluted $ .07 $ (.01)
========== ===========

Weighted average common shares
outstanding:

Primary 2,026,328 1,986,363
========== ===========

Fully diluted 2,146,328 2,106,363
========== ===========
</TABLE>

See accompanying notes.

F-4
<PAGE> 62
SFORZA ENTERPRISES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Year Ended December 31, 1996 and
the Period May 17, 1995 (Inception) to December 31, 1995

Common Stock Additional Retained
------------------------- Paid-in Earnings
No. Shares Amount Capital (Deficit)
------------ ------------ ------------- -----------
<S> <C> <C> <C> <C>
Balance, May 17, 1995
(inception) - $ - $ - $ -
Issuance of 500 shares of
common stock by Castle
Room, Inc. - - 10,000 -
Net loss for the period
May 17, 1995 to December 31, 1995 - - - (12,799)
--------- ------------ ------------- -----------
Balance, December 31, 1995 - - 10,000 (12,799)

Issuance of 1,655,000
shares of common stock
in exchange for 500
shares of Castle Room,
Inc. 1,655,000 16,550 (10,000) ( 6,550)
Issuance of 320,000
shares of common stock 320,000 3,200 490,550 -
Net income for the year
ended December 31, 1996 - - - 145,905
Distributions to shareholders
of Castle Room, Inc. - - - (13,645)
--------- ------------ ------------- -----------

Balance, December 31, 1996 1,975,000 $ 19,750 $ 490,550 $ 112,911
========= ============ ============= ===========

</TABLE>

See accompanying notes.

F-5

<PAGE> 63

SFORZA ENTERPRISES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996 AND
THE PERIOD MAY 17, 1995 (INCEPTION) TO DECEMBER 31, 1995

<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 145,905 $ (12,799)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 33,946 146
Deferred income taxes (6,068) --
Increase in accounts receivable (2,238) --
Increase in inventories (38,661) --
Increase in other current assets (47,435) (7,394)
Increase in accounts payable 917 --
Increase in accrued expenses 84,426 555
Increase in unearned revenue 11,759 50,000
Increase in income taxes payable 15,387 --
--------- ---------

Net cash provided by operating
activities 197,938 30,508
--------- ---------

Cash flows from investing activities:
Purchase of property and equipment (335,349) (102,843)
Increase in other assets (274,648) (4,580)
--------- ---------

Net cash used in investing activities (609,997) (107,423)
--------- ---------

Cash flows from financing activities:
Proceeds from shareholder borrowings 168,445 70,000
Repayment of notes payable,
shareholders (75,897) --
Proceeds from issuance of long-term
debt 6,242 60,000
Principal payments on long-term debt (20,457) --
Principal payments on obligations
under capital leases (6,825) --
Proceeds from issuance of common stock 493,750 10,000
Distributions to shareholders of
Castle Room, Inc. (13,645) --
--------- ---------

Net cash provided by financing activities 551,613 140,000
--------- ---------
Net increase in cash and cash equivalents 139,554 63,085

Cash and cash equivalents, beginning of
period 63,085 --
--------- ---------
Cash and cash equivalents, end of period $ 202,639 $ 63,085
========= =========
</TABLE>

See accompanying notes.

F-6

<PAGE> 64

SFORZA ENTERPRISES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Sforza Enterprises Inc. (Sforza) was formed in July 1996 and issued 1,655,000
shares of its common stock in exchange for all of the outstanding shares of
common stock of Castle Room, Inc. (formed May 17, 1995), Clematis Bistro
Corporation (formed April 12, 1996), and Sushi Enterprises, Inc. (formed
July 3, 1996). The exchange was accounted for as a pooling of interests and,
accordingly, the accompanying consolidated financial statements include the
results of operations from the inception date of May 17, 1995.

Sforza Enterprises Inc. and subsidiaries (the Company) operate Sforza
Ristorante, an up-scale Northern Italian restaurant located in downtown West
Palm Beach, Florida, which opened for business on February 2, 1996. The
Company plans to open two new restaurants, My Martini Grille and a sushi
restaurant, in locations adjacent to Sforza Ristorante during 1997.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies used in preparing the
accompanying financial statements follows:

Principles of Consolidation

The consolidated financial statements include the accounts of Sforza
Enterprises Inc. and subsidiaries. All significant intercompany
accounts and transactions are eliminated in consolidation.

Cash Equivalents

For purposes of the statement of cash flows, the Company considers all
temporary cash investments with maturities of three months or less, when
purchased, to be cash equivalents.

Inventories

Inventories consist of various food and beverage items which are
stated at the lower of cost or market using the first-in, first-out
method.

Restaurant Start-up Costs

The Company defers certain restaurant start-up costs associated with
the opening of new restaurants (included in other current assets) and
amortizes such costs ratably over twelve months.

F-7
<PAGE> 65

SFORZA ENTERPRISES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Property and Equipment

Property and equipment is stated at cost. Depreciation is provided
using the straight-line method over the estimated useful lives of the
assets, which range from three to ten years. Leasehold improvements
are amortized using the straight-line method over the estimated useful
lives of the improvements or the term of the lease, whichever is
shorter. Equipment leased under capital leases is amortized over the
lives of the respective leases.

Organization Costs

Organization costs (included in other assets) are amortized by the
straight-line method over five years.

Unearned Revenue

The Company is obligated to provide meals to individuals pursuant to an
agreement with an entity which enrolled such individuals in a restaurant
discount program. Amounts received from the entity are recorded as
unearned revenue and amortized ratably to income over the term of the
agreement.

Earnings (Net Loss) per Common Share

Primary earnings (net loss) per common share is based on the average
number of common shares outstanding during each period, assuming the
effect of exercising the options (see Note 9) which have an exercise
price less than the average market price of common stock (assumed to be
$4.25 per share) using the modified treasury stock method. In
addition, primary per share amounts include the dilutive effect of
common shares issued for cash consideration below the assumed average
market price during the one year period prior to July 1997.

The fully diluted earnings (net loss) per common share calculation
assumes the conversion of certain convertible debt instruments issued
by the Company subsequent to December 31, 1996 (see Note 9) into
shares of common stock.

Management Estimates

Preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.

F-8

<PAGE> 66

SFORZA ENTERPRISES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following as December 31, 1996:
<TABLE>
<S> <C>
Operating properties:
Leasehold improvements $ 134,456
Equipment leased under capital
equipment lease 90,873
Furniture and fixtures 239,063
------------
464,392
Less accumulated depreciation and
amortization (33,695)
------------

430,697
Properties undergoing renovation:
Leasehold improvements in progress 64,673
------------

$ 495,370
============
</TABLE>
The Company capitalizes interest on qualifying expenditures in accordance with
Statement of Financial Accounting Standards Number 34. Total interest incurred
and capitalized for the period May 17, 1995 to December 31, 1995 and for the
year ended December 31, 1996 are presented as follows:
<TABLE>
<CAPTION>
1996 1995
----------- ------------
<S> <C> <C>
Interest incurred $ 23,005 $ 555
Interest capitalized 23,005 --
----------- ------------

Interest expense, net $ -- $ 555
=========== ============
</TABLE>

Depreciation and amortization of property and equipment for the year ended
December 31, 1996 amounted to $33,695. There was no depreciation or
amortization charged for the period May 17, 1995 to December 31, 1995 as assets
were placed in service in 1996. Included in other assets at December 31, 1996
is $231,801 in deposits on pending restaurant property and equipment purchases.
F-9
<PAGE> 67

SFORZA ENTERPRISES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 4 - DESCRIPTION OF LEASING ARRANGEMENTS

The Company operates primarily in facilities leased from an entity partially
owned by certain of the Company's shareholders under three separate leases. The
leases have specified monthly payments over their ten-year terms and require
the Company to pay its proportionate share of common area maintenance costs and
real estate taxes. Certain of the Company's shareholders have personally
guaranteed an amount aggregating $125,000 in lieu of cash security deposits.
The Company leases certain equipment from unrelated parties under capital
leases. The consolidated balance sheet at December 31, 1996 includes the
following regarding equipment leased under capital leases:
<TABLE>
<S> <C>
Equipment leased under capital leases $ 90,873

Accumulated amortization (4,991)
----------

$ 85,882
==========
</TABLE>
Minimum annual rentals for leases in effect at December 31, 1996 follow:
<TABLE>
<CAPTION>
Equipment
Year Ending Under Capital Operating
December 31, Leases Leases
----------- ------------- ---------
<S> <C> <C> <C>
1997 $ 32,859 $ 58,125
1998 32,859 62,625
1999 26,694 67,125
2000 22,508 71,625
2001 -- 76,125
Thereafter -- 357,375
------------ ---------

Total minimum rentals 114,920 $ 693,000
=========
Less interest portion (30,872)
------------

Present value of net
minimum rentals $ 84,048
============
</TABLE>
Total rent expense under operating leases for the year ended December 31, 1996
amounted to $80,410. There was no rent expense for the period May 17, 1995 to
December 31, 1995.

F-10
<PAGE> 68

SFORZA ENTERPRISES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 5 - LONG-TERM DEBT

Long-term debt includes the following at December 31, 1996:

<TABLE>
<S> <C>
Note payable, requires monthly payments of principal and interest at
prime plus 2%, 10.25% at December 31, 1996, and is due in 1998.
The note is uncollateralized and personally guaranteed by certain
shareholders. $ 41,986

Note payable, requires monthly payments of principal and interest at
12%, and is due in 1997. The note is collateralized by certain
equipment. 3,799

Notes payable, shareholders, represents loans from certain shareholders
for working capital purposes pursuant to uncollateralized notes which
are due in monthly installments of principal and interest at 10%
through Janurary 1998. Interest incurred on such notes amounted to
$13,758 for 1996. 99,103
--------
$144,888
========
</TABLE>

Principal payments due on long-term debt in each of the years subsequent to
December 31, 1996 follow:
<TABLE>
<CAPTION>

Year Ending
December 31, Amount
----------- -----------
<S> <C>
1997 $ 114,874
1998 30,014
-----------

$ 144,888
===========
</TABLE>
NOTE 6 - DUE TO SHAREHOLDERS

Due to shareholders represents outstanding borrowings from certain shareholders
for working capital purposes. Such borrowings are uncollateralized,
non-interest bearing, and due on demand.

F-11
<PAGE> 69
SFORZA ENTERPRISES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 7 - INCOME TAXES

The shareholders of Castle Room, Inc. elected for it to be treated as an S
Corporation for federal income tax purposes, whereby taxable income or loss is
apportioned among shareholders rather than taxed directly to the corporation.
Accordingly, the financial statements for the period May 17, 1995 to December
31, 1995 do not reflect a provision for income taxes.

Effective July 29, 1996, in connection with the exchange of shares between the
shareholders of Castle Room, Inc. and Sforza Enterprises Inc. (see Note 1),
Castle Room, Inc. became a wholly-owned subsidiary of Sforza Enterprises Inc.
and no longer qualified for treatment as an S Corporation for federal income
tax purposes for periods subsequent to July 29, 1996. The Company filed a
consolidated federal income tax return for the period July 29, 1996 to December
31, 1996.

The income tax provision for the year ended December 31, 1996 consists as
follows:

<TABLE>
<CAPTION>
Current Deferred Total
-------- --------- ----------
<S> <C> <C> <C>
Federal $ 11,791 $ (5,881) $ 5,910
State 3,596 (187) 3,409
-------- --------- ---------
$ 15,387 $ (6,068) $ 9,319
======== ========= =========
</TABLE>

A reconciliation of the effective income tax rate with the U.S. statutory income
tax rate is presented as follows:

<TABLE>
<S> <C>
U.S. statutory rate 34.0%
S Corporation income of subsidiary
taxed directly to shareholders (20.2)
Surtax bracket difference (7.5)
State income tax, net of federal
benefit .8
Other (1.1)
-----

Effective income tax rate 6.0%
=====

</TABLE>

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes and tax carryforwards.
The following is a summary of the significant components of the Company's net
deferred tax assets and liabilities as of December 31, 1996:

F-12
<PAGE> 70
SFORZA ENTERPRISES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 7 - INCOME TAXES, CONTINUED
<TABLE>
<CAPTION>
Net Deferred Tax
--------------------------------
Assets Liabilities
Temporary Difference/Tax Carryforward (Current) (Non-Current)
- ------------------------------------- --------- ------------
<S> <C> <C>
Capitalized interest per financial
statements $ - $ 8,650
Depreciation difference - (1,135)
Accrued expenses not deducted 8,004 -
Tax inventories over financial
statement amount 790 -
Tax credit carryforward 4,789 -
--------- ----------
$ 13,583 $ 7,515
========= ==========
</TABLE>

NOTE 8 - SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION

Supplemental statement of cash flows information for the year ended December
31, 1996 and the period May 17, 1995 to December 31, 1995 follows:
<TABLE>
<CAPTION> 1996 1995
--------- ---------
<S> <C> <C>
Non-cash investing and financing
activities:
Equipment recorded under capital
leases $ 90,873 $ -
========= =========

Cash payments for:
Interest $ 22,697 $ -
========= =========

Income taxes $ - $ -
========= =========

</TABLE>
NOTE 9 - SUBSEQUENT EVENTS

Preferred Stock

During May 1997, the Company amended its articles of incorporation to authorize
the issuance of up to 400,000 shares of preferred stock and issued 160,000
shares of Series A convertible preferred stock (the Series A shares) for
$400,000. The Series A shares have a liquidation preference of $2.50 per share
and carry a cumulative dividend of ten percent (10%) per annum. Upon the
completion of a public offering of the Company's common stock (see below),
80,000 of the Series A shares will convert into 80,000 common shares while the
other 80,000 Series A shares will be redeemed for $400,000 with proceeds from
the public offering.

F-13

<PAGE> 71
SFORZA ENTERPRISES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 9 - SUBSEQUENT EVENTS, CONTINUED

Management Agreement

On June 1, 1997, the Company consummated a one-year agreement with Unique
Restaurant Concepts, Inc. (URCI) for the management of its restaurants (see Note
1). URCI provided management services pursuant to an informal agreement from
February through May 1997. Under these arrangements, URCI's management fees
will total $58,000 through October 31, 1997. Thereafter, URCI will receive a
fee equal to one percent of net sales plus twenty percent of the net operating
profit of the restaurants as defined in the agreement.

Fixed Rate Promissory Note

During 1997, the Company borrowed $250,000 pursuant to a fixed rate promissory
note. The note is payable to a principal of the company which manages its
restaurants (see above), is collateralized by substantially all of the
Company's assets, bears interest at 15% and is due on demand. In addition,
repayment of the note is guaranteed by certain shareholders. On June 1, 1997,
the terms of the loan were modified to convert $125,000 of the principal
balance into 40,000 shares of common stock with the remaining $125,000 payable
on demand.

Stock Option Plan

On June 1, 1997, the Company adopted the equity incentive plan (the Plan) which
provides for the granting of options to key employees and consultants to
purchase up to 285,000 shares of the Company's common stock. No options were
granted pursuant to the Plan.

Common Stock Issuance

Subsequent to December 31, 1996, the Company issued 25,000 shares of its common
stock for total proceeds of $31,250 ($1.25 per share).

Registration Statement

The Company expects to file a registration statement with the Securities and
Exchange Commission to offer 1,250,000 units (consisting of 1,250,000 shares of
its common stock and 1,250,000 warrants to purchase shares of common stock) at a
price of $4.25 per unit.

F-14

<PAGE> 72
SFORZA ENTERPRISES INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 9 - SUBSEQUENT EVENTS, CONTINUED

Funding Agreement

On July 1, 1997, the Company consummated a funding agreement with an affiliate
of URCI and four limited partnerships which have been formed or are expected
to be formed each for the purpose of owning and operating a restaurant. One of
the restaurants opened in May 1997 and the others are expected to be
constructed and opened as soon as possible thereafter.

Under the funding agreement, the Company will provide $3,000,000 of the proceeds
from its proposed initial public offering (see above) to the limited
partnerships to fund the construction and opening of the restaurants in exchange
for a 51% equity interest in each of the limited partnerships. Management of
the restaurants will be provided by URCI pursuant to separate management
agreements. The funding agreement provides for URCI to manage such restaurants
as long as the Company maintains an equity ownership interest therein. The
Company expects to account for the acquisition as a purchase and include the
accounts of the limited partnerships in its consolidated financial statements.

In addition, on July 1, 1997, the Company granted to URCI options to purchase
150,000 shares of its common stock at an exercise price of $2.50 per share which
will be exercisable through December 31, 1999. Such grant will result in a
charge to earnings of approximately $93,000. Under the terms of the option
agreement, no options or shares issued pursuant to the option agreement may be
sold or transferred prior to March 31, 1999.

In the event the Company's initial public offering is not completed by October
31, 1997, the funding agreement will terminate.

F-15

<PAGE> 73
SFORZA ENTERPRISES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(UNAUDITED)
JUNE 30, 1997

<TABLE>
<S> <C>
ASSETS

Current assets:
Cash and cash equivalents $ 110,502
Accounts receivable 6,459
Inventories 94,385
Deferred income taxes 13,583
Other current assets 239,702
----------
Total current assets 464,631

Property and equipment, net 913,007
Other assets, net 225,185
----------

Total assets $1,602,823
==========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Note payable $ 125,000
Accounts payable 76,372
Accrued expenses 97,604
Income taxes payable 300
Current portion of long-term debt 25,528
Current portion of obligations under capital leases 21,156
----------
Total current liabilities 345,960

Long-term debt, net 15,584
Obligations under capital leases, net 53,597
Deferred income taxes 7,515
----------
Total liabilities 422,656
----------
Series A convertible preferred stock 400,000
----------
Common shareholders' equity:
Common stock, $.01 par value; 20,000,000 shares
authorized; 2,040,000 shares issued and
outstanding 20,400
Additional paid-in capital 646,150
Retained earnings 113,617
----------

Total common shareholders' equity 780,167
----------

Total liabilities and shareholders' equity $1,602,823
==========
</TABLE>

See notes to interim consolidated financial statements.

F-16

<PAGE> 74
SFORZA ENTERPRISES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996

<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Net sales $2,679,903 $ 925,555
---------- ----------
Cost and expenses:
Cost of sales 1,524,705 470,920
Operating expenses 1,129,779 349,920
Interest expense, net 24,500 --
---------- ----------
Total cost and expenses 2,678,984 820,840
---------- ----------
Income before other income 919 104,715
Other income, net 87 160
---------- ----------
Income before provision for
income taxes 1,006 104,875
Income tax expense 300 --
---------- ----------
Net income $ 706 $ 104,875
========== ==========
Earnings per common share:
Primary $ -- $ .05
========== ==========
Fully diluted $ -- $ .05
========== ==========
Weighted average common shares
outstanding:
Primary 2,085,698 1,986,363
========== ==========
Fully diluted 2,199,068 2,106,363
========== ==========
</TABLE>

See notes to interim consolidated financial statements.

F-17
<PAGE> 75
SFORZA ENTERPRISES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996

<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 706 $ 104,875
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 65,123 16,303
Increase in accounts receivable (4,221) (924)
Increase in inventories (55,724) (33,451)
(Increase) decrease in other current
assets (184,873) 4,615
Increase in accounts payable 75,455 2,668
Increase in accrued expenses 12,623 38,619
Decrease in unearned revenue (61,759) (9,797)
Decrease in income taxes payable (15,087) --
--------- ---------
Net cash provided by (used in) operating
activities (167,757) 122,908
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment (482,633) (178,793)
(Increase) decrease in other assets 53,520 (1,399)
--------- ---------
Net cash used in investing activities (429,113) (180,192)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of common stock 156,250 --
Proceeds from issuance of preferred stock 400,000 --
Proceeds from notes payable, shareholders -- 105,000
Other debt issuance proceeds 133,250 6,242
Repayment of due to shareholders (63,445) --
Repayment of notes payable, shareholders (99,103) --
Principal payments on long-term debt (12,924) (9,434)
Principal payments on obligations
under capital leases (9,295) --
Distributions to shareholders of Castle
Rock, Inc. -- (13,645)
--------- ---------
Net cash provided by financing activities 504,733 88,163
--------- ---------
Net increase (decrease) in cash and cash
equivalents (92,137) 30,879
Cash and cash equivalents, beginning of
period 202,639 63,085
--------- ---------
Cash and cash equivalents, end of period $ 110,502 $ 93,964
========= =========
Total interest paid during the period $ 13,611 $ 12,620
========= =========
Total income taxes paid during the period $ 15,387 $ --
========= =========
</TABLE>

See notes to interim consolidated financial statements.

F-18

<PAGE> 76
SFORZA ENTERPRISES INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

BASIS OF PRESENTATION

The consolidated statements as of June 30, 1997 and for the six months ended
June 30, 1997 and 1996 are unaudited; however, in the opinion of management,
all adjustments (consisting of normal recurring adjustments) necessary for a
fair presentation of the consolidated financial statements for these interim
periods have been included. The results of the interim period ended June 30,
1997 are not necessarily indicative of the results to be obtained for the full
fiscal year ending December 31, 1997.

SIGNIFICANT TRANSACTIONS

Fixed Rate Promissory Note

During 1997, the Company borrowed $250,000 pursuant to a fixed rate promissory
note. The note is payable to a principal of the Company which manages its
restaurants (see below), is collateralized by substantially all of the
Company's assets, bears interest at 15% and is due on demand. In addition,
repayment of the note is guaranteed by certain shareholders. On June 1, 1997,
the terms of the loan were modified to convert $125,000 of the principal
balance into 40,000 shares of common stock with the remaining $125,000 payable
on demand.

Common Stock Issuance

During January 1997, the Company issued 25,000 shares of its common stock for
total proceeds of $31,250 ($1.25 per share).

Preferred Stock

Upon the completion of a public offering of the Company's common stock (see
below), 80,000 of the Series A shares will convert into 80,000 common shares
while the other 80,000 Series A shares will be redeemed for $400,000 with
proceeds from the public offering. The Series A shares are classified as
temporary equity in the consolidated balance sheet at June 30, 1997. The
redemption of the 80,000 Series A shares will result in a $200,000 preferred
stock dividend which will be recorded as a deduction from earnings attributable
to common shareholders. The conversion of the remaining 80,000 Series A shares
will result in a $200,000

F-19
<PAGE> 77
SFORZA ENTERPRISES INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED),
CONTINUED

SIGNIFICANT TRANSACTIONS, CONTINUED

Preferred Stock, continued

increase in common shareholders' equity. If the initial public offering does
not occur by January 1, 1998, the Series A shares will be redeemed at cost plus
four percent.

Accrued dividends to preferred shareholders approximating $4,400 were charged
to other income, net in the accompanying statement of income for the six months
ended June 30, 1997.

Management Agreement

On June 1, 1997, the Company consummated a one-year agreement with Unique
Restaurant Concepts, Inc. (URCI) for the management of its Company-owned
restaurants. URCI provided management services pursuant to an informal
agreement from February through May 1997. Under these arrangements, URCI's
management fees will total $58,000 through October 31, 1997. Thereafter, URCI
will receive a fee equal to one percent of net sales plus twenty percent of the
net operating profit of the restaurants as defined in the agreement.

Stock Option Plan

On June 1, 1997, the Company adopted the equity incentive plan (the Plan)
which provides for the granting of options to key employees and consultants to
purchase up to 285,000 shares of the Company's common stock. No options were
granted pursuant to the Plan.

SUBSEQUENT EVENTS

Registration Statement

Funding Agreement

On July 1, 1997, the Company consummated a funding agreement with an
affiliate of URCI and four limited partnerships which have been formed or are
expected to be formed each for the purpose of owning and operating a restaurant.
One of the restaurants opened in May 1997 and the others are expected to be
constructed and opened as soon as possible thereafter.

F-20

<PAGE> 78
SFORZA ENTERPRISES INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED),
CONTINUED

SUBSEQUENT EVENTS, CONTINUED

Funding Agreement, continued

Under the funding agreement, the Company will provide $3,000,000 of the
proceeds from its proposed initial public offering (see above) to the limited
partnerships to fund the construction and opening of the restaurants in exchange
for a 51% equity interest in each of the limited partnerships. Management of the
restaurants will be provided by URCI pursuant to separate management agreements.
The funding agreement provides for URCI to manage such restaurants as long as
the Company maintains an equity ownership interest therein. The Company expects
to account for the acquisition as a purchase and include the accounts of the
limited partnerships in its consolidated financial statements.

In the event the Company's initial public offering is not completed by October
31, 1997, the funding agreement will terminate.

EARNINGS PER COMMON SHARE

Primary earnings per common share is based on the average number of common
shares outstanding during each period, assuming the effect of exercising
warrants which have an exercise price less than the average market price of
common stock (assumed to be $4.25 per share) using the modified treasury stock
method. In addition, primary per share amounts include the dilutive effect of
common shares issued for cash consideration below the assumed average market
price during the one year period prior to July 1997.

The fully diluted earnings per common share calculation assumes the conversion
of the convertible promissory note and convertible Series A shares, issued by
the Company subsequent to December 31, 1996, into shares of common stock. The
net income for the six months ended June 30, 1997 used in the fully diluted
calculation was adjusted for accrued preferred stock dividends and interest
incurred on the convertible promissory note, net of tax benefits.

F-21

<PAGE> 79

No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such information and representations must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy the Units
by anyone in any jurisdiction in which such offer or solicitation is not
authorized, or in which the person making the offer is not qualified to do so,
or to any person to whom it is unlawful to make such offer or solicitation.
Under no circumstances shall the delivery of this Prospectus or any sale
pursuant to this Prospectus create any implication that the information
contained in this Prospectus is correct as of any time subsequent to the date
of this Prospectus.
______________________

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Summary .................................... 4
Risk Factors................................ 10
Use of Proceeds............................. 20
Dividend Policy ............................ 21
Dilution ................................... 21
Selected Financial Data .................... 22
Management's Discussion and Analysis
of Financial Condition and Results of
Operations ................................ 24
Business.................................... 28
Management ................................. 36
Principal Shareholders ..................... 40
Certain Transactions ....................... 42
Description of Securities .................. 44
Shares Eligible for Future Sale ............ 49
Underwriting ............................... 50
Legal Matters ............................. 53
Experts .................................... 53
Available Information ...................... 54
Index to Financial Statements .............. F-1

</TABLE>

______________________

Until November ___, 1997 (25 days after the commencement of this offering), all
dealers effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a Prospectus.
This is in addition to the obligation of dealers to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

SFORZA ENTERPRISES INC.

1,250,000 Shares
of Common Stock and 1,250,000
Redeemable Warrants

PROSPECTUS

October ___, 1997

JOSEPH CHARLES & ASSOCIATES, INC. J.W. BARCLAY & CO., INC.

<PAGE> 80

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 607.0850(1) of the Florida Business Corporation Act, as amended (the
"Florida Act"), provides that, in general, a Florida corporation may indemnify
any person who was or is a party to any proceeding (other than an action by, or
in the right of, the corporation), by reason of the fact that he 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, partnership, joint venture, trust or other enterprise,
against liability incurred in connection with such proceeding, including any
appeal thereof, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal action or proceeding, he had no reasonable
cause to believe his conduct was unlawful.

In the case of proceedings by or in the right of the corporation, Section
607.0850(2) of the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation against expenses and amounts paid in settlement actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof, provided that such person acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, except that no indemnification shall be
made in respect of any claims as to which such person is adjudged liable unless
a court of competent jurisdiction determines upon application that such person
is fairly and reasonably entitled to indemnity.

Section 607.0850 further provides that to the extent a director, officer,
employee or agent of a corporation is successful on the merits or in the
defense of any proceeding referred to in subsections (1) or (2) of Section
607.0850 or in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses actually and reasonably incurred by him in
connection therewith; that the corporation may advance such expenses; that
indemnification provided for by Section 607.0850 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; and that
the corporation may purchase and maintain insurance on behalf of such person
against any liability asserted against him or incurred by him in any such
capacity or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liabilities under such
Section 607.0850.

Section 607.0850 of the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be

II-1

<PAGE> 81

made to or on behalf of any director, officer, employee or agent if a judgment
or other final adjudication establishes that such person's actions, or
omissions to act, were material to the cause of action so adjudicated and
constitute: (i) a violation of the criminal law, unless such person had
reasonable cause to believe his conduct was lawful or had no reasonable cause
to believe his conduct was unlawful; (ii) a transaction from which such person
derived an improper personal benefit; (iii) in the case of a director, a
circumstance under which the director has voted for or assented to a
distribution made in violation of the Florida Act or the corporation's articles
of incorporation; or (iv) willful misconduct or a conscious disregard for the
best interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in favor or in a proceeding by or in the
right of a shareholder.

The Company's Articles of Incorporation and Bylaws provide that the Company
shall indemnify its directors and officers to the fullest extent permitted by
Florida law.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the Company's estimates (other than the
Commission registration fee) of the expenses in connection with the issuance
and distribution of the shares of Common Stock being registered:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee. . . $ 3,316
NASD filing fee . . . . . . . . . . . . . . . . . . . . 1,006
NASDAQ listing fee . . . . . . . . . . . . . . . . . . .
Printing expenses. . . . . . . . . . . . . . . . . . . . 75,000
Legal fees and expenses. . . . . . . . . . . . . . . . . 75,000
Accounting fees and expenses . . . . . . . . . . . . . . 45,000
Blue sky fees and expenses . . . . . . . . . . . . . . . 50,000
Transfer agent and registrar fees and expenses . . . . . 5,000
Miscellaneous expenses . . . . . . . . . . . . . . . . .

Total $275,000
========
</TABLE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

Since the Company's inception, the Company has sold unregistered securities in
the amounts, at the times and for the aggregate amounts of consideration
listed as follows:

In July 1996 the Company sold (i) 802,500 shares of Common Stock to Joseph C.
Visconti in consideration for the transfer by Mr. Visconti to the Company of
250 shares of the common stock of Castle Room, Inc., and (ii) 802,500 shares of
Common Stock to Dale J. Brisson in consideration for the transfer by Mr.
Brisson to the Company of 250 shares of the common stock of Castle Room, Inc.

II-2

<PAGE> 82

Between August and January 1997 the Company sold 420,000 common shares in the
aggregate to the following persons at a price of $1.25 per share, paid in cash.

<TABLE>
<CAPTION>
Name Shares
---- ------
<S> <C>
1. Gerald J. Visconti Jr. 107,000
2. Patrick L. Amarante 100,000
3. James M. Hall 100,000
4. Milton H. Barbarosh 20,000
5. Eric and Ann Fishman 20,000
6. Allan R. Lyons 20,000
7. Robert M. Samuels 20,000
8. Suzanne M. Trapani 19,000
9. Richard A. Rappaport 10,000
10. Robert and Aby Schmeltzer 4,000
</TABLE>

In June 1997 the Company sold 40,000 shares to Daniel S. Catalfumo at a price
of $3.125 per share.

Several of the investors listed above have acquired or sold shares of the
Company's Common Stock in private transactions in 1997.

On August 21, 1996 Joseph C. Visconti transferred 7000 common shares to Suzanne
M. Trapani.

On December 27, 1996 Joseph C. Visconti transferred 12,500 common shares to
Robert D. Hall.

On December 28, 1996 Dale J. Brisson transferred 12,500 common shares to Robert
D. Hall.

On December 28, 1996 Dale J. Brisson transferred 15,000 common shares to
Charles V. Maida Jr.

On December 28, 1996 Joseph C. Visconti transferred 15,000 common shares to
Charles V. Maida Jr.

On June 1, 1997 Dale J. Brisson transferred 12,500 common shares to James M.
Hall.

On June 1, 1997 Joseph C. Visconti transferred 12,500 common shares to James M.
Hall.

On July 10, 1997 Gerald J. Visconti Jr. transferred 3077 common shares to John
U. Harrold.

On August 21, 1997 Charles V. Maida Jr. transferred 1000 common shares to
Robert D. Rhoades.

On August 27, 1997 Charles V. Maida Jr. transferred 500 common shares to Paul
Hollis.

II-3

<PAGE> 83

Prices for all of the foregoing private transfers ranged from $2.00 to $4.00

In May 1997 the Company sold 160,000 shares of Series A Preferred Stock to CBM
of America, Inc. (80,000 shares), Lawrence M. Dezenzo Revocable Trust f/b/o
Lawrence M. Dezenzo, Trustee (40,000 shares) and Bruce J. Simonson (40,000
shares) in a private placement for $400,000 in the aggregate.

The Securities issued by the Company in the foregoing transactions were not
registered under the Securities Act of 1933 in reliance upon exemptions
contained in Section 4(2) thereof.

ITEM 27. EXHIBITS.

<TABLE>
<S> <C>
1 Form of Underwriting Agreement (with form of Underwriter's Warrant)
3.1 Articles of Incorporation, as amended
3.2 Bylaws
4.1 Specimen Common Stock Certificate
4.2 Specimen Redeemable Warrant
4.3 Form of Warrant Agreement
4.4 Fixed Rate Promissory Note in principal amount of $250,000 dated January
31, 1997 payable to Unique Restaurant Concepts Ltd.
4.5 Fixed Rate Promissory Note in principal amount of $125,000 dated June 1,
1997 payable to Daniel S. Catalfumo
4.6 Promissory Note in the principal amount of $60,000 dated December 1, 1995
by the Company payable to First Union National Bank of Florida
4.7 Form of Stock Option Agreement dated July 1, 1997 between the Company and
Unique Restaurant Concepts Ltd.
5 Form of Opinion of Mirkin & Woolf, P.A.
10.1 1997 Equity Incentive Plan
10.2 Certificate of registration of My Martini Grille as a servicemark
10.3 Certificate of registration of Sforza Ristorante as a servicemark
10.4 Office lease
10.5 Sforza Ristorante lease
10.6 My Martini Grille lease
10.7 Planned sushi restaurant lease
10.8 Management and Consulting Agreement, as amended
10.9 Funding Agreement, as amended
10.10 Form of Lock-up Agreement
21 Subsidiaries of the Registrant
24.1 Consent of Templeton & Company, P.A.
24.2 Consent of Mirkin & Woolf, P.A. (contained in Exhibit 5)
25 Power of Attorney (included on signature page)
27 Financial Data Schedule
</TABLE>

_____________________________

II-4

<PAGE> 84

ITEM 28. UNDERTAKINGS.

A. The undersigned registrant hereby undertakes:

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

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Act");

(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value or
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement.

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

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

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

(4) To provide to the Underwriter at the Closing specified in the
underwriting agreement certificates in such denominations and registered in
such names as required by the Underwriter to permit prompt delivery to each
purchaser.

B. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against pubic policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification

II-5

<PAGE> 85

against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

C. For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Act shall be deemed to be part of this registration statement as of
the time the Commission declared it effective.

D. For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering of those securities.

II-6

<PAGE> 86

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned in the City of West
Palm Beach, State of Florida, on the 3rd day of October, 1997.

SFORZA ENTERPRISES INC.

By: /s/ Dale J. Brisson, President
-------------------------------
Dale J. Brisson, President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Dale J. Brisson and Gerald J. Visconti Jr. his true
and lawful attorney-in-fact, each acting alone, with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments including post-effective amendments
to this registration statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes, each acting alone may lawfully do or cause to be done by
virtue thereof.

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.

/s/ Dale J. Brisson
- ------------------------------ President, Chief Exec- October 3, 1997
Dale J. Brisson utive Officer and Dir-
ector

/s/ Gerald J. Visconti Jr.
- ------------------------------ Vice President, Chief October 3, 1997
Gerald J. Visconti Jr. Financial Officer,
(Principal Accounting
Officer), Secretary
and Director

/s/ Daniel S. Catalfumo
- ------------------------------ Director October 3, 1997
Daniel S. Catalfumo
</TABLE>

II-7

<PAGE> 87

/s/ Dennis R. Max
----------------------------- Director October 3, 1997
Dennis R. Max

/s/ Burton M. Rapoport
----------------------------- Director October 3, 1997
Burton M. Rapoport

/s/ Joseph C. Visconti
----------------------------- Director October 3, 1997
Joseph C. Visconti

</TABLE>

II-8

<PAGE> 88

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
<S> <C>
1 Form of Underwriting Agreement (with form of Underwriter's Warrant)
3.1 Articles of Incorporation, as amended
3.2 Bylaws
4.1 Specimen Common Stock Certificate
4.2 Specimen Redeemable Warrant
4.3 Form of Warrant Agreement
4.4 Fixed Rate Promissory Note in principal amount of $250,000 dated January
31, 1997 payable to Unique Restaurant Concepts Ltd.
4.5 Fixed Rate Promissory Note in principal amount of $125,000 dated June 1,
1997 payable to Daniel S. Catalfumo

4.6 Promissory Note in the principal amount of $60,000 dated December 1, 1995
by the Company payable to First Union National Bank of Florida
4.7 Form of Stock Option Agreement dated July 1, 1997 between the Company and
Unique Restaurant Concepts Ltd.
5 Form of Opinion of Mirkin & Woolf, P.A.
10.1 1997 Equity Incentive Plan
10.2 Certificate of registration of My Martini Grille as a servicemark
10.3 Certificate of registration of Sforza Ristorante as a servicemark
10.4 Office lease
10.5 Sforza Ristorante lease
10.6 My Martini Grille lease
10.7 Planned sushi restaurant lease
10.8 Management and Consulting Agreement, as amended
10.9 Funding Agreement, as amended
10.10 Form of Lock-up Agreement
21 Subsidiaries of the Registrant
24.1 Consent of Templeton & Company, P.A.
24.2 Consent of Mirkin & Woolf, P.A. (contained in Exhibit 5)
25 Power of Attorney (included on signature page)
27 Financial Data Schedule
</TABLE>

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

II-9

<PAGE> 1
Exhibit 10.9

SECOND AMENDMENT

SECOND AMENDMENT made this 1st day of October, 1997 by and among SFORZA
ENTERPRISES INC., a Florida corporation ("SEI"), MAX'S BEACH GRILL, LTD., a
Florida limited partnership, UNIQUE BRICKELL LTD., a Florida limited
partnership, UNIQUE WESTON LTD., a Florida limited partnership, DENNIS R. MAX,
and UNIQUE RESTAURANT CONCEPTS, LTD., a Florida limited partnership.

RECITALS:

A. The parties entered into a Funding Agreement dated July 1, 1997 (the
"Funding Agreement").

B. The parties wish to amend and clarify certain provisions of the
Funding Agreement.

NOW, THEREFORE, based on the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

1. The reference to a "fifty percent (50%) equity interest" in Section 1
is deleted and replaced with a reference to a "fifty one percent (51%) equity
interest".

2. The sentence in Section 1 that begins with the phrase "At such
closing" is hereby amended to read as follows:

"At such closing, designees of Joseph Visconti, a cofounder
and director of SEI, who are acceptable to the Grille
Companies shall be appointed to serve on each of the Grille
Companies' corporate general partners' Boards of Directors
such that such designees represent the majority of directors
in each case.

The final sentence of Section 1 is deleted in its entirety.

3. The first sentence of Section 2 is amended to read as follows:

"At the closing referenced above, the directors of SEI shall
appoint three (3) such designees of Max who are acceptable to
them to the SEI Board of Directors to serve alongside the
current three (3) directors. In the event the Board is
enlarged to include more directors, at all times the Board
shall comprise an even number of directors, half of whom shall
be designated by Max and half of whom shall be designated by
J. Visconti.

4. Section 4 is amended to include the following additional sentences:
<PAGE> 2

Said management agreement shall include a provision whereby in
the event URCI involuntarily ceases to manage the Grille
Companies, then URCI shall have the option, exercisable during
the sixty (60) day period commencing on the date of cessation,
to acquire SEI s equity interests in the Grille Companies for
the fair market value thereof determined by an independent
appraiser selected by SEI and URCI, who shall equally share
the expenses and fees thereof.

5. All other provisions of the Funding Agreement, as amended by an
Amendment dated September 11, 1997, remain in effect unchanged.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
date first above written.

<TABLE>
<S> <C>
SFORZA ENTERPRISES INC. UNIQUE WESTON LTD., by Unique
Weston, Inc., its general
partner
By:___________________________
Name:______________________
Title:_____________________ By:___________________________
Name:______________________
MAX'S BEACH GRILL, LTD. by Title:_____________________
Max's Beach Grill, Inc.,
its general partner

______________________________
By:___________________________ DENNIS R. MAX
Name:______________________
Title:_____________________
UNIQUE RESTAURANT CONCEPTS, LTD., by Unique
Restaurants, Inc., its general partner
UNIQUE BRICKELL LTD., by Unique
Brickell, Inc., its general
partner By:___________________________
Name:______________________
Title:_____________________
By:___________________________
Name:______________________
Title:_____________________ UNIQUE RESTAURANT CONCEPTS, INC.

By:___________________________
Name:______________________
Title:_____________________
</TABLE>

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