NOLBO INC, SB-2/A, 1999-01-26

NOLBO INC
SB-2/A, 1999-01-26
EATING PLACES

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<PAGE>

As filed with the Securities and Exchange Commission on January 26, 1999.
Registration No. 333-66333
===============================================================================
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

Nolbo, Inc.
(Name of small business issuer in its charter)

<TABLE>
<S> <C> <C>
Delaware 5812 59-3518685
- ------------------------------------ ---------------------------- -----------------------------------
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
organization) Classification Code No.)
</TABLE>

8426 Sunstate Street
Tampa, FL 33634
(813) 882-4753
(Address and telephone number of principal executive offices and
principal place of business.)

Marvin M. Nolley, President
Nolbo, Inc.
8426 Sunstate Street
Tampa, FL 33634
(813) 882-4753
(Name, address and telephone number of agent for service)

Copies to:

Steven Morse, Esq. Henry C. Malon, Esq.
Lester Morse P.C. One Battery Park Place
Suite 420 Suite 300
111 Great Neck Road New York, NY 10004
Great Neck, NY 11021 Phone: (212) 483-9600
Phone: (516) 487-1446 Fax: (212) 422-7839
Fax: (516) 487-1452

Approximate date of commencement of proposed sale to public:

As soon as practicable after the effective date of this Registration Statement.

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

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: / /

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.
<PAGE>

Calculation of Registration Fee
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
Being Registered Registered Per Unit Offering Price (1) Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock. $.001 par value .... 300,000 6.00 1,800,000 $ 531.00
- ------------------------------------------------------------------------------------------------------------------
Underwriter's Warrant ...................... 30,000 .001 30 .01
- ------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, $.001 par value,
underlying the Underwriter's Warrant ...... 30,000 9.00 270,000 79.65
- ------------------------------------------------------------------------------------------------------------------
Total Registration Fee ..................... $ 610.66
</TABLE>
================================================================================

(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457 under the Securities Act of 1933.
================================================================================
<PAGE>

NOLBO, INC.

Cross-Reference Sheet
Showing Location in Prospectus of
Information Required by Items in Part I of Form SB-2

<TABLE>
<CAPTION>
Registration Statement
Item Number and Caption Location in Prospectus
- ---------------------------------------------------- --------------------------------------------------
<S> <C>
1. Front of Registration Statement and Outside
Front Cover of Prospectus ...................... Outside Front Cover Page of Prospectus
2. Inside Front and Outside Bank Cover Pages of
Prospectus .................................... Inside Front and Outside Bank Cover Pages of
Prospectus; Additional Information
3. Summary Information and Risk Factors ........... Prospectus Summary; Risk Factors
4. Use of Proceeds ................................ Use of Proceeds
5. Determination of Offering Price ................ Outside Front Cover Page of Prospectus;
Underwriting
6. Dilution ....................................... Dilution
7. Selling Security holders ....................... Not Applicable
8. Plan of Distribution ........................... Outside Front Cover Page of Prospectus;
Underwriting
9. Legal Proceedings .............................. Business -- Legal Proceedings
10. Directors, Executive Officers, Promoters and
Control Persons ................................ Management
11. Security Ownership of Certain Beneficial Owners
and Management ................................. Principal Stockholders
12. Description of Securities ...................... Description of Securities; Dividends
13. Interest of Named Experts and Counsel .......... Experts and Legal Matters
14. Disclosure of Commission Position on Indemni-
fication for Securities Act Liabilities ........ Underwriting
15. Organization Within Last Five Years ............ Business; Certain Transactions
16. Description of Business ........................ Prospectus Summary; Business
17. Management's Discussion and Analysis or Plan
of Operation ................................... Management's Discussion and Analysis of Financial
Condition and Results of Operations
18. Description of Property ........................ Business
18. Certain Relationships and Related Transactions . Certain Transactions
19. Market for Common Equity and Related
Stockholder Matters ............................ Risk Factors; Shares Eligible for Future
Sale; Description of Securities
21. Executive Compensation ......................... Management -- Executive Compensation
22. Financial Statements ........................... Financial Statements
23. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure ......... Not Applicable
</TABLE>
<PAGE>

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

Subject to completion, dated January 26, 1999

Nolbo, Inc.
Common Stock

This is an initial public offering of up to 300,000 shares of common stock
of Nolbo, Inc. If a minimum of 200,000 shares are not sold, all monies will be
promptly returned to investors without deductions or interest. The offering
period will expire on ________, 1999 and it may be extended by us until
_______, 1999. We may reject the entire subscription order or any part of the
subscription.

Before the offering, there has been no public market for the common stock.
Should a public market develop, the offering price of $6.00 per share may not
reflect the market price of the shares after the offering. We plan to seek to
list the common stock on the OTC Electronic Bulletin Board under the symbol
"____." The underwriter does not intend to make a market in our common stock.

Before you decide to invest in the Nolbo common stock, carefully read this
Prospectus, especially the risk factors beginning on page __. The purchase of
Nolbo's common stock involves the purchase of speculative securities and
involves a high degree of risk.

Neither the Securities and Exchange Commission nor any State Securities
Commission has approved or disapproved these securities or passed upon the
adequately or accuracy of this Prospectus.

================================================================================
Price
to Proceeds to
Public Commissions Nolbo(1)
- --------------------------------------------------------------------------------
Per Share ......... $ 6.00 $ .60 $ 5.40
- --------------------------------------------------------------------------------
Minimum ........... $1,200,000 $120,000 $1,080,000
- --------------------------------------------------------------------------------
Maximum ........... $1,800,000 $180,000 $1,620,000
================================================================================

- ------------
(1) Before deduction of expenses payable by Nolbo.

J.W. Barclay & Co., Inc.

Prospectus dated _______, 1999

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Prospectus Summary ................................................................... 3
Summary Financial Data ............................................................... 4
Risk Factors ......................................................................... 5
Use of Proceeds ...................................................................... 10
Dividend Policy ...................................................................... 11
Dilution ............................................................................. 11
Capitalization ....................................................................... 12
Management's Discussion and Analysis of Financial Condition and Results of Operations 13
Business ............................................................................. 14
Management ........................................................................... 20
Principal Stockholders ............................................................... 23
Certain Transactions ................................................................. 24
Description of Securities ............................................................ 24
Shares Eligible for Future Sale ...................................................... 25
Underwriting ......................................................................... 25
Legal Matters ........................................................................ 27
Experts .............................................................................. 27
Index to Financial Statements ........................................................
</TABLE>

<PAGE>

PROSPECTUS SUMMARY

This summary highlights some information from this Prospectus. Because
this is a summary, it does not contain all the information that may be
important to you. You should read the entire Prospectus before you decide to
invest.

NOLBO

Nolbo is engaged the business of owning and operating two restaurants in
Tampa, Florida which specialize in high quality, quickly served gourmet grilled
chicken. The restaurants operate under the name "Gladstone's Grilled Chicken."
We intend to use the net proceeds of the offering to open between three and
five additional restaurants in the Tampa - St. Petersburg, Florida area. See
"Use of Proceeds." Our executive offices are located at 8426 Sunstate Street,
Tampa, FL 33634 and our telephone number is (813) 882-4753.

THE OFFERING

<TABLE>
<S> <C>
Securities Offered
by Nolbo ...................... 300,000 Shares (maximum)
200,000 Shares (minimum)
Offering Price ................ $6.00 per Share
Escrow Agent .................. Continental Stock Transfer & Trust Company
Common Stock Outstanding
prior to the Offering ......... 906,000 Shares
Common Stock to be
Outstanding after the
Offering ...................... 1,206,000 Shares (maximum)
1,106,000 Shares (minimum)
Proposed OTC Bulletin
Symbol
Common Stock ................ CHKN
Use of Proceeds ............... We intend to use the net proceeds of the offering primarily to
lease and build between three and five additional restaurants in
the State of Florida, for repayment of a bridge loan and for
working capital.
Risk Factors .................. You should read the "Risk Factors" section beginning on page
__, as well as the other cautionary statements throughout the
entire prospectus, so that you understand the risks associated
with an investment in our stock.
</TABLE>

3
<PAGE>

SUMMARY FINANCIAL DATA

The summary financial data is derived from the historical consolidated
financial statements of Nolbo. This summary financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" as well as Nolbo's historical consolidated financial
statements and the related notes thereto, included elsewhere in the Prospectus.

<TABLE>
<CAPTION>
Four Months Ended
October 31,
Year Ended June 30, (unaudited)
----------------------------- ---------------------------
1997 1998 1997 1998
------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Statement of Operational Data:
Net Sales ................................... $1,025,162 $1,026,404 $325,135 $ 345,983
Net Income (Loss) ........................... (18,585) 18,942 (17,352) (153,531)
Net Income (Loss) per common share .......... (.02) .02 (.02) (.17)
Weighted average number of shares outstanding
during the period .......................... 906,000 906,000 906,000 906,000
</TABLE>

<TABLE>
<CAPTION>
June 30, 1998 October 31, 1998
--------------- -----------------
(Unaudited)
<S> <C> <C>
Balance Sheet Data:
Total Assets ................................ $ 88,136 $ 222,606
Net Tangible Assets (Deficit) ............... 922 (69,673)
Working Capital (Deficit) ................... (20,396) 58,299
Total Liabilities ........................... 80,722 220,986
Stockholders' Equity ........................ 7,414 1,620
</TABLE>

4
<PAGE>

RISK FACTORS

Before you invest in our common stock, you should be aware that there are
various risks, including those described below. You should carefully consider
these risk factors together with all of the other information included in this
prospectus before you decide to purchase shares of our common stock.

Some of the information in this prospectus may contain forward-looking
statements. Such statements can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "anticipate," "estimate,"
"continue" or other similar words. These statements discuss future
expectations, contain projections of results of operations or of financial
condition or state other "forward-looking" information. When considering such
forward-looking statements, you should keep in mind the risk factors and other
cautionary statements in this prospectus. The risk factors noted in this
section and other factors noted throughout this prospectus, including certain
risks and uncertainties, could cause our actual results to differ materially
from those contained in any forward-looking statement.

Minimal Working Capital and Revenues; 1997 Losses From Operations; Limited
Working Capital and Accumulated Deficit

Our operations for the four months ended October 31, 1998 and 1997 and for
years ended June 30, 1998 and 1997, resulted in us realizing revenues of
$345,983, $325,135, $1,026,404 and $1,025,162 and net income (loss) of
$(153,531), $(17,352), $18,942 and $(18,585), respectively. At October 31,
1998, we had limited working capital of $58,299 and an accumulated deficit of
$(258,178). Our general and administrative expenses will increase in the future
because of our proposed expansion efforts. We can provide no assurances that
our operations will be profitable in the future. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

Dependence Upon Gladstone's Grilled Chicken Restaurants

We own and operate two restaurants under the name "Gladstone's Grilled
Chicken Restaurant." We intend to open additional restaurants with the proceeds
of this offering under the same or a different name. Our operations are
dependent upon the success of these fast-food restaurants. We can provide no
assurances that the operation of these restaurants will be profitable in the
future. See "Business."

Need to Obtain Suitable Restaurant Sites to Open Additional Restaurants

Our objective is to grow more rapidly by opening up between three and five
additional restaurants in the greater Tampa-St. Petersburg Florida area with
the number of restaurants dependent upon the amount of proceeds raised in this
offering as discussed under "Use of Proceeds." Our ability to successfully
expand depends upon many factors which include:

o identifying and financing suitable restaurant sites and obtaining
construction permits and licenses for the restaurants;

o negotiating acceptable lease terms for the new sites;

o creating awareness and acceptance of our restaurants in the geographical
market in which we enter; and

o being able to hire skilled restaurant management to successfully manage
our growth, including costs and quality controls.

We can provide no assurances that we will be able to accomplish these
necessary prerequisites for our successful growth.

Food Service Industry-Risks of Changes in Consumer Preferences and Continuation
of Discount Pricing to Remain Competitive

General Risks

Various factors affect the quick service restaurant industry in which we
operate. These include:

o changes in consumer preferences, tastes and eating habits;

o demographic trends and traffic patterns;

5
<PAGE>

o increases in food and labor costs; and

o national, regional and local economic conditions.

We can provide no assurance that the foregoing factors will be favorable
in the future.

Discount Pricing

Most fast food restaurants engage in discount pricing strategies to be
competitive with local competition. For this reason, we currently offer value
priced meals, combination meals and discount coupons. Continuing or sustained
price discounting in the quick service food industry may hurt our ability to
operate profitably in the future. See "Business."

Competition against a Significant Number of Fast Food Chains in Tampa-St.
Petersburg Area

Lack of Trademark and Service Mark Protection

We have not filed for service mark or trademark protection of our name
"Gladstone's Grilled Chicken" with the United States Patent and Trademark
Office and we do not intend doing so in the future. Another company that is
believed by management to operate one restaurant in California, has registered
the marks "Gladstone's" and "Gladstone 4 Fish and Design" with such office and
could in the future bring a trademark infringement action against us in Florida
seeking injunctive relief and damages. While we believe that we have valid
defenses to such an action, no assurances can be given that we would prevail in
such a legal action. Further, any lawsuit would involve us incurring
significant legal costs in the defense of such a lawsuit and, if unsuccessful,
we could be forced to pay a material damage award and/or change our name which
may adversely effect our operations. See "Business -- Lack of Trademark and
Service Mark Protection."

Raw Material Cost Fluctuations; Dependence on Suppliers

Our operations, results and financial condition may be adversely effected
by fluctuations in the cost of our primary raw material. Such costs are
determined by constantly changing market forces over which we have no control.
We have no long-term contracts with any of our suppliers. The loss of any of our
suppliers could adversely impact our business until alternative arrangements are
obtained. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

Impact of Government Regulation on Our Operations

Our restaurants are subject to numerous federal, state and local laws
regarding health, sanitation and safety standards and the requirements of
maintaining food service licenses from local health authorities. We are
required to maintain these licenses. Our failure to retain food service
licenses would have a material adverse effect on our operations. We are subject
to federal and state minimum wage laws governing such matters as working
conditions, overtime and other employee matters. The development and
construction of additional restaurants will be subject to compliance with
zoning and use and environmental regulations. See "Business."

Possible need for additional financing

The proceeds of the offering are estimated to be applied over a period of
at least twelve months following the completion of the offering. We may require
additional financing during such twelve month period if:

6
<PAGE>

o less than the maximum number of shares of common stock are sold in the
offering or if only the minimum number of shares of Common stock are sold
in the offering;

o unforeseen events occur; or

o we seek to open additional restaurants beyond those provided for in the
"Use of Proceeds."

Before the offering, we lack the capital to open additional restaurants.
We can provide no assurances that we will be able to obtain additional
financing, if needed, in the future. See "Use of Proceeds" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Potential product liability claims or judgments against us

We may be liable if the consumption of any of our products cause injury,
illness or death. We are not aware of the occurrence of any injury, illness or
death relating to our products. However, a product liability claim or judgment
against us could have a material adverse effect on our business or financial
results. See "Business."

Quarterly Fluctuations of Operating Results

Our quarterly results of operations may be affected by the timing of the
opening of new restaurants and by expenses associated with our expansion. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

Management's broad discretion in the application of proceeds of the offering
allocated to working capital or in the possible reallocation of the use of
proceeds due to unexpected changes in business or economic circumstances

Between $100,000 or 12% and $250,000 or 19% of the net proceeds of the
offering will be used for our working capital and general corporate purposes.
Since no specific purpose of the funds allocated to our working capital has
been identified by us, we will have broad discretion in the use such proceeds.
Also, our intended uses of the net proceeds of the offering are estimates only
and there could be significant variations in the uses of proceeds due to
unexpected changes in business or economic circumstances. We reserve the right
to reallocate the uses of proceeds depending upon any such change of
circumstances. See "Use of Proceeds."

Lack of Public Market for our Common Stock; Arbitrary Determination of Public
Offering Price

Before the offering, there has been no public market for our common stock.
J.W. Barclay & Co., Inc. , the underwriter of the offering, does not intend to
make a market in our common stock after the completion of the offering. We plan
to list the common stock for trading on the OTC Electronic Bulletin Board. We
can provide no assurance that such listing will be successful. We do not know
the extent to which investor interest in us will lead to the development of a
trading market or how liquid that market might be. The initial public offering
price for our shares of common stock was arbitrarily determined through
negotiations between the underwriter and us and is not necessarily related to
Nolbo's assets, book value or other established criterion of value. See
"Underwriting."

Lack of at Least Two Independent Directors and Committees could result in less
objectivity and conflicts of interest

Our board of directors consists of four directors. Three of the directors
also serve as executive officers. The absence of at least two outside or
disinterested directors and committees composed of such disinterested
directors, could result in less objectivity and an increased risk for conflicts
of interest with respect to decisions made by the Board of Directors. See
"Management."

Control by Marvin Nolley and Bo Grektorp who have the power to elect our
directors

Following the offering, Marvin Nolley and Bo Grektorp, executive officers
and directors of Nolbo will own between approximately 75% and 82% of the
outstanding common stock. However, the investors in the offering

7
<PAGE>

will have provided between approximately 92% and 94% of the total consideration
paid for our outstanding common stock. Messrs. Nolley and Grektorp will control
Nolbo and have the power to elect a majority of the directors, appoint
management and approve certain actions requiring the approval of a majority of
stockholders. See "Principal Stockholders."

Dependence Upon Marvin Nolley and Bo Gregtorp-Key Man Life Insurance may be
inadequate to compensate for the loss of their services

We believe that our ability to successfully operate our existing
operations, implement expansion plans and to operate profitably depends on the
continued employment of Marvin Nolley and Bo Grektorp. If they become unable or
unwilling to continue in their present positions, our business and financial
results could be materially adversely effected. We will attempt to obtain a $1
million key man life insurance policy on the lives of each of Messrs. Nolley
and Grektorp. We can provide no assurances that such insurance would adequately
compensate us for the loss of their services or that we would be able to
recruit and retain new management personnel should the need arise. See
"Management."

Immediate and Substantial Dilution to Public Investors

The offering will result in an immediate and substantial dilution of the
public's investment in Nolbo because the net tangible book value per share of
the common stock upon the completion of the offering will be between $.66 and
$1.03, compared to the $6.00 per share offering price. This represents a
dilution of between 83% and 89% of the offering price. See "Dilution."

Disparity between Consideration paid for Nolbo's Common Stock by Existing
Shareholders and the Consideration paid by the Public

The investors in this offering will pay $6.00 per share for shares of
Nolbo's common stock which is substantially higher than the $.12 per share
previously paid by current stockholders. See "Dilution."

Limitation on Director Liability for breach of Directors' Fiduciary Duty

As permitted by Delaware corporation law, our certificate of incorporation
limits the liability of directors to Nolbo or its stockholders for monetary
damages for breach of a director's fiduciary duty except for liability in
certain instances. As a result of such limitation in our certificate of
incorporation, our stockholders have a limited right to recover against
directors for breach of their fiduciary duty. See "Management--Limitation of
Directors' Liability and Indemnification Matters."

No Cash Dividends to our Holders of Common Stock

We have not paid cash dividends on our common stock and do not anticipate
paying cash dividends in the foreseeable future. We intend to retain future
earnings, if any, to finance our growth. See "Description of Securities" and
"Dividend Policy."

"Penny Stock" Regulations may impact Purchaser's Resale of Common Stock
Purchased in the Offering should a Public Market Develop

The SEC has adopted "penny stock" regulations which apply to certain
securities traded over-the-counter. These regulations may adversely impact the
ability of the purchasers in the offering to resell the shares of common stock
purchased therein if a public market should develop in the future. See
"Description of Securities" for a discussion of these rules.

Escrow Funds-Investors Monies may not be Returned During the Offering Period,
and if Subsequently Returned, Investors Will not Receive Interest

We have established an escrow account with Continental Stock Transfer &
Trust Company, New York, NY. In the event that a minimum number of 200,000
shares are not sold within the offering period, all funds will be

8
<PAGE>

promptly returned to investors without interest or deduction therefrom.
Investors' funds may not be returned during the offering period, unless state
law dictates otherwise. Also, investors' funds may be tied up for a period of
up to 120 days without the investors having the use of their funds. See
"Underwriting."

Limits on Secondary Trading may Impact the Development of a Trading Market in
our Common Stock

We believe that the common stock will be eligible to be resold after the
completion of this offering in a limited number of states. These include the
states of Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Illinois,
Louisiana, Maryland, New Jersey, New York, Pennsylvania, Rhode Island, Utah and
the District of Columbia. Such limitation may adversely impact the development
of a trading market in our common stock.

Unregistered Shares Eligible for Future Sale may Impact the Market Price of
Common Stock should a Public Market Develop

If a market for our common stock should develop in the future, the market
price of our common stock could drop as a result of sales of a large number of
shares of common stock in the market after the offering, or the perception that
such sales could occur. These factors also could make it more difficult for us
to raise funds through future offerings of common stock.

There will be between 1,106,000 and 1,236,000 shares of our common stock
outstanding after the offering. The exact number will depend upon the number of
shares sold in the offering and the possible issuance of up to 30,000 shares of
common stock upon conversion of certain notes. Of these shares, between 200,000
and 300,000 shares sold in the offering will be freely transferable without
restriction or further registration under the Securities Act. The remaining
shares of common stock outstanding will be"restricted securities" as that term
is defined by Rule 144 of the Securities Act. These shares may be sold
commencing in June 1999 without registration under the Securities Act to the
extent permitted by Rule 144. In connection with the offering, our stockholders
have agreed that they will not sell or otherwise transfer their common stock
for a period of one year after the closing date of this offering without the
consent of the underwriter. See "Shares Eligible for Future Sale."

Anti-Takeover Measures may Discourage Third Party Takeovers of Nolbo

Certain provisions of the certificate of incorporation could make it more
difficult for a third party to acquire control of us, even if such change in
control would be beneficial to stockholders. The certificate of incorporation
allows us to issue additional preferred stock without stockholder approval.
Such issuances could make it more difficult for a third party to acquire Nolbo.
See "Description of Securities."

9
<PAGE>

USE OF PROCEEDS

The net proceeds to be received from the sale of the shares offered by
Nolbo (after payment of estimated offering expenses) will be approximately
$800,000 (minimum) and $1,310,000 (maximum).

<TABLE>
<CAPTION>
Minimum Maximum
----------- -------------
<S> <C> <C>
Lease and build up to five additional restaurants (1) .......... $540,000 $ 900,000
Repayment of indebtedness (2) .................................. 160,000 160,000
Working Capital (3) ............................................ 100,000 250,000
-------- ----------
TOTAL ...................................................... $800,000 $1,310,000
======== ==========
</TABLE>

- ------------
(1) The number of restaurants to be opened will depend upon the number of
shares sold in the offering and can range from three restaurants if only
the minimum number of shares is sold to a maximum of five restaurants if
all shares are sold. See "Business."

(2) Nolbo borrowed $150,000 from certain investors as described under "Bridge
Financing." The proceeds of this bridge loan were used to refurbish and
install a point of sales system that enables customer information to be
tracked, to finance the expenses of this offering and for general working
capital. Nolbo has allocated $160,000 to repay the notes (inclusive of
estimated interest) on the basis that the holders of the notes demand
payment. Any monies not used to repay the notes would be re-allocated to
working capital.

(3) Nolbo intends to use the funds allocated toward general working capital
purposes primarily for paying for the ongoing expenses of being a publicly
held corporation and miscellaneous administrative expenses.

Based on currently proposed plans and assumptions relating to the
implementation of its business plans, Nolbo believes that the proceeds from the
sale of the minimum offering will be sufficient to satisfy its contemplated
cash requirements for at least 12 months following the consummation of such
offering. In the event that the Nolbo's plans change, its assumptions change or
prove to be inaccurate or if the proceeds of the offering otherwise prove to be
insufficient to implement its business plan, Nolbo may find it necessary or
desirable to reallocate a portion of the proceeds within the above described
categories, use proceeds for other purposes, seek additional financing or
curtail its operations. There can be no assurance that any additional financing
will be available to Nolbo on acceptable terms, or at all.

Proceeds not immediately required for the purposes described above will be
invested principally in United States government securities, short-term
certificates of deposit, money market funds or other short-term interest
bearing investments.

Bridge Financing

Between July 29 and September 18, 1998, Nolbo raised $150,000 in bridge
financing from non-affiliated investors, (the "bridge lenders"). In exchange
for such loans, Nolbo issued to the bridge lenders non-convertible notes due
the earlier of the completion of the offering or two years from the date of
issuance in the principal amount of $120,000 (the "non-convertible notes") and
convertible notes in the principal amount of $30,000 due two years from the
date of issuance (the "convertible notes"). The convertible notes and
non-convertible notes are collectively referred to as the "notes." Each note
bears interest at the rate of ten (10%) percent per annum. The principal of the
convertible notes is convertible at the option of the holder into shares of
Nolbo's common stock at $1.00 per share at anytime from the date of issuance
until the convertible notes are retired. At the option of the holders of the
notes, such holders may demand prepayment of the notes in the event that Nolbo
raises gross proceeds of at least $1,000,000 through either public or private
financing. The shares underlying the convertible notes are subject to a lock-up
agreement. Commissions and finders' fees totaling $15,000 were paid by the
Company in connection with this financing. See "Shares Eligible for Future
Sale."

10
<PAGE>

POLICY

Nolbo currently intends to retain any earnings to finance the development
and expansion of Nolbo's business and does not anticipate paying any cash
dividends on its common stock in the foreseeable future. The declaration and
payment of cash dividends by Nolbo are subject to the discretion of the Board
of Directors of Nolbo. Any future determination to pay cash dividends will
depend on Nolbo's results of operations, financial condition, capital
requirements, contractual restrictions and other factors deemed relevant at the
time by the Board of Directors. Nolbo is not currently subject to any
contractual arrangements which restricts its ability to pay cash dividends.

DILUTION

The net tangible book value (deficit) per share of Nolbo as of October 31,
1998 was approximately $(0.08) per share of common stock. Net tangible book
value (deficit) per share is determined by dividing the tangible net worth of
Nolbo (tangible assets less all liabilities) by the total number of outstanding
shares of common stock. Nolbo's tangible assets consists of all of its assets
as shown on its balance sheet, except for intangible assets consisting of
$71,293 as of October 31, 1998. After giving effect to the sale by Nolbo of
200,000 Shares (minimum), the adjusted net tangible book value per share of
Nolbo as of October 31, 1998 would have been approximately $0.66 This
represents an immediate increase in the adjusted net tangible book value per
share of $0.74 to existing common stockholders and an immediate dilution (the
difference between the $6.00 price to the public per share of common stock and
the adjusted net tangible book value per share of common stock after the
offering) in the adjusted tangible book value of $5.34 per share of common
stock (representing a dilution percentage of approximately 89%) to new
investors. After giving effect to the sale by Nolbo of 300,000 Shares
(maximum), the adjusted net tangible book value per share of Nolbo as of
October 31, 1998 would have been approximately $1.03. This represents an
immediate increase in the adjusted net tangible book value per share of $1.11
to existing common stockholders and an immediate dilution (the difference
between the $6.00 price to the public per share of common stock and the
adjusted net tangible book value per share of common stock after the offering)
in the adjusted tangible book value of $4.97 per share of common stock
(representing a dilution percentage of approximately 83%) to new investors.

The following table illustrates this per share of common stock dilution:

<TABLE>
<CAPTION>
Minimum Maximum
----------- ----------
<S> <C> <C>
The initial price of a share of common stock paid by new investors ........ $ 6.00 $ 6.00

Adjusted net tangible book value per share of common stock before the
Offering .............................................................. (0.08) (0.08)

Increase in adjusted net tangible book value per share of common stock
attributable to new investors ......................................... 0.74 1.11
------ ------
Adjusted net tangible book value per share of common stock after the
offering .............................................................. .66 1.03
------ ------
Dilution in adjusted net tangible book value per share of common stock
to new investors ...................................................... $ 5.34 $ 4.97
====== ======
</TABLE>

The following tables summarize, as of the completion of the offering, the
differences between existing stockholders and new investors with respect to the
number of shares of common stock purchased from Nolbo and the total and average
cash consideration paid per share.

11
<PAGE>
TABLE I (Minimum)

<TABLE>
<CAPTION>
Approximate Approximate Average
Percentage Percentage Price
Shares of Total Total Cash of Total Per
Purchased Shares Consideration $ Consideration % Share $
----------- ------------- ----------------- ----------------- --------
<S> <C> <C> <C> <C> <C>
Public Stockholders 200,000 18 1,200,000 92 6.00
Present Stockholders(1) 906,000 82 109,798 8 .12
-- --------- --
Total 1,106,000 100 1,309,798 100
========= === ========= ===
</TABLE>

TABLE II (Maximum)

<TABLE>
<CAPTION>
Approximate Approximate Average
Percentage Percentage Price
Shares of Total Total Cash of Total Per
Purchased Shares Consideration $ Consideration % Share $
----------- ------------- ----------------- ----------------- --------
<S> <C> <C> <C> <C> <C>
Public Stockholders 300,000 25 1,800,000 94 6.00
Present Stockholders 906,000 75 109,798 6 .12
-- --------- --
Total 1,206,000 100 1,909,798 100
========= === ========= ===
</TABLE>

The foregoing tables do not reflect the following: (i) options to purchase
50,000 shares of common stock which may be granted under Nolbo's stock option
plan; (ii) underwriter's warrants to purchase up to 30,000 shares of common
stock; and (iii) notes owned by certain bridge lenders convertible into a total
of 30,000 shares of common stock. See "Use or Proceeds -- Bridge Financing."

CAPITALIZATION

The following table sets forth, as of October 31, 1998, (i) the actual
capitalization of Nolbo, and (ii) the pro forma capitalization of Nolbo,
including the issuance of 200,000 shares of common stock (minimum) and 300,000
shares (maximum). The table below should be read in conjunction with the
financial statements of Nolbo and notes thereto included elsewhere in the
Prospectus.

<TABLE>
<CAPTION>
October 31, 1998
----------------------------------------------
Actual Pro Forma(1) Pro Forma(1)
------------- -------------- -------------
Minimum Maximum
<S> <C> <C> <C>
Stockholders' Equity:
Preferred Stock, $.001 par value, 5,000,000 shares
authorized, no shares outstanding ............... -0- -0- -0-
Common Stock, $.001 par value 20,000,000 shares
authorized, 906,000 shares issued, 1,106,000
shares issued and outstanding pro forma minimum
and 1,206,000 shares issued and outstanding pro
forma maximum ................................... 906 1,106 1,206
Additional Paid-in-capital ....................... 258,892 1,058,692 1,568,592
Retained Earnings (deficit) ...................... (258,178) (258,178) (258,178)
---------- ---------- ----------
Total Stockholders' Equity .................... $ 1,620 $ 801,620 $1,311,620
========== ========== ==========
</TABLE>

- ------------
(1) Does not include the following: (i) options to purchase 50,000 shares of
common stock which may be granted under Nolbo's Stock Option Plan; (ii)
underwriter's warrants to purchase up to 30,000 shares of common stock;
and (iii) notes owned by certain bridge lenders convertible into a total
of 30,000 shares of common stock. See "Use of Proceeds -- Bridge
Financing."

12
<PAGE>

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

This discussion should be read in conjunction with the information in the
financial statements of Nolbo and notes thereto appearing elsewhere in this
Prospectus.

Results of Operations

Four Months Ended October 31, 1998 vs. Four Months Ended October 31, 1997

During the four months ended October 31, 1998, our net sales were $345,983
as compared to $325,135 for the prior year. Our net sales remained relatively
constant during the aforesaid periods and are not expected to significantly
increase until or unless additional stores are opened.

During the four months ended October 3,1 1998, our gross profit was
$230,274, representing an increase of $22,308 or 10.7% from the comparable
period of the prior year. During the four months ended October 31, 1998, our
gross profit percentage was approximately 66.6% as compared to approximately
64.0% for the comparable period of the prior year. During the four months ended
October 31, 1998, we successfully reduced food and labor costs in order to
increase gross margins. The improved margins resulted in us decreasing our loss
from operations from $(15,950) to a loss from operations of $(1,476) for the
comparable period of the prior year.

During the four months ended October 31, 1998, our operating expenses
remained relatively constant with selling, general and administrative expenses
of $228,723 as compared to $218,335 for the comparable period of the prior
year. Selling, general and administrative expenses as a percentage of net sales
was approximately 66.1% for the four months ended October 31, 1998 as compared
to 67.1% for the comparable period of the prior year.

During the four months ended October 31, 1998, our net loss was $(153,531)
as compared to a net loss of ($17,352) for the comparable period of the prior
year. The increased net loss for the four months ended October 31, 1998 was due
to interest charges of $152,055 as compared to $1,402 for the comparable period
of the prior year. The four months ended October 31, 1998 include $150,000 of
interest expense to recognize the complete charge-off of loan discount related
to the conversion feature of our convertible notes sold during this period.

Year Ended June 30, 1998 Compared to Year Ended June 30, 1997

During fiscal 1998, our net sales were $1,026,404 as compared to
$1,025,162 for the prior year. Our net sales remained constant during the past
two years and are not expected to significantly increase until or unless
additional stores are opened.

During fiscal 1998, our gross profit was $681,917, representing an
increase of $28,406 or 4.3% from the comparable period of the prior year.
During fiscal 1998 our gross profit percentage was approximately 66.4% as
compared to approximately 63.7% for the comparable period of the prior year.
During fiscal 1998, we successfully reduced food and labor costs in order to
increase gross margins. The improved margins resulted in us achieving income
from operations of $20,555 as compared to a loss from operations of ($14,167)
for the comparable period of the prior year.

During fiscal 1998, our operating expenses remained constant with selling,
general and administrative expenses of $631,384 as compared to $632,103 for the
comparable period of the prior year. Selling, general and administrative
expenses as a percentage of net sales was approximately 61.5% for the past two
years.

During fiscal 1998, our net income was $18,942 as compared to a net loss
of ($18,585) for the comparable period of the prior year. The improved results
for fiscal 1998 is attributable to reduced food and labor costs.

Liquidity and Capital Resources

We have over the past two years and four months funded our cash needs from
operations and modest borrowings to occasionally fund furniture and equipment
purchases.

13
<PAGE>

At the present two restaurant level of operations, we expect to continue
to be able to fund all of our cash requirements, including repayment of
existing long-term debt, from operations. Any increase in the number of
restaurant units and the attendant increased working capital requirements are
expected to be funded by the proceeds of the offering contemplated by this
Prospectus. We may also attempt to obtain bank line-of-credit financing within
the next twelve to fifteen months, but there can be no assurance that we will
be successful in that regard.

Plan of Operations

After the completion of the offering, we intend to increase the number of
"Gladstone's Grilled Chicken" restaurants from two to as many as seven. The
number of additional restaurants will depend upon the amount of net proceeds
received by us from the offering. The establishment of each restaurant is
anticipated to cost approximately $180,000. Nolbo's payroll is anticipated to
grow as we expand our operations and acquire new staff to manage and operate
each facility.

BUSINESS

General

Nolbo is a Delaware corporation formed on June 22, 1998. The first
Gladstone restaurant opened in January 1988 in a Publix supermarket anchored
strip center in the University South Florida/Temple Terrace area of Tampa. This
store has approximately 1,600 square feet of space. Annual sales of the first
Gladstone restaurant have reached an average of approximately $600,000 per
annum over the past three years. The second Gladstone restaurant opened in
downtown Tampa, Florida in 1991. This store has approximately 2,800 square feet
of space. Sales at the downtown location have averaged approximately $425,000
per annum over the last three years. Nolbo intends to use the proceeds of the
offering to establish between three and five additional five restaurants in the
greater Tampa-St. Petersburg, Florida area.

The success of Nolbo is dependent upon the success of Gladstone's Grilled
Chicken restaurants, Nolbo's ability to create awareness and acceptance of such
restaurants in the geographical markets in which it enters. Nolbo's proposed
expansion to own and operate additional restaurants is dependent upon the
availability of suitable restaurant sites, the construction and development of
the restaurants within projected time frames, the hiring of skilled restaurant
management and other personnel, the ability to successfully manage growth
(including cost and quality controls) and the availability of adequate
financing. The opening and success of Nolbo's restaurants will depend on
various factors, including the availability of suitable sites and negotiations
of acceptable lease terms for new locations; the ability to obtain construction
and any other necessary permits in a timely manner; the ability to meet
construction schedules; the ability of Nolbo to manage this anticipated
expansion and to hire and train personnel, and general economic and business
conditions. Not all of the foregoing factors are within the control of Nolbo.

Nolbo operates its business through its two wholly-owned subsidiaries
incorporated under the laws of the State of Florida, Flame Broiled Chicken,
Inc. and Gladstone's Grilled Chicken, Inc., which were formed on July 27, 1987
and April 30, 1990, respectively.

Restaurant Concept

Management believes that the demographics of Tampa, Florida closely
resemble what the United States as a whole will be in the near future. Many
restaurant concepts have therefore been tested in the Tampa, Florida market and
some like Outback, Hooters, Checkers, Shells and Hops have started, survived
and prospered in the Tampa region. For over ten years, the Gladstone concept of
high quality, quickly served marinated and grilled gourmet chicken has survived
in the Tampa proving ground and management believes that Nolbo is positioned to
expand in primarily the greater Tampa-St. Petersburg Florida area. Nolbo
intends to focus on developing 1,400-1,700 square feet restaurants with 25 to
40 seats set up for eat-in, take out and catering. The investment per
restaurant is approximately $180,000 with break even estimated at $375,000 in
annual sales. No specific sites have been definitively selected as of the date
of this Prospectus, although certain potential sites in Tampa have been
identified as suitable locations.

14
<PAGE>

Corporate Strategy

Nolbo believes that excellence in operations, quality of food and service,
ambiance, location and price-value relationship are keys to success in the
restaurant industry. Nolbo intends to differentiate its restaurants by
emphasizing the following strategic elements:

o Positioning in the moderately priced, high quality, gourmet chicken
segment of the restaurant industry.

o Generous portions offered at moderate prices.

o High quality and attentive service.

o Consistent high-quality products through careful ingredient selection
and food preparation.

o Personalized marketing program.

o Strong and well organized catering organization.

o Well recognized "Healthy" and "Health Smart" grilled (vs. fried) food.

Expansion of Operations

After the completion of the offering, management intends to locate between
three and five restaurant sites for expansion efforts with the first two
anticipated to be located in Tampa and additional restaurants in the greater
Tampa-St. Petersburg Florida area. Nolbo considers the location of each
restaurant to be critical to its long-term success and management intends to
devote significant effort to the investigation and evaluation of potential
sites. The site selection process will focus on visibility, accessability,
traffic volume and the availability of adequate parking. Nolbo also intends to
review potential competition and customer activity at other fast food
restaurants in the area.

Nolbo anticipates that the cost of opening each new restaurant will be
approximately $180,000. Such estimates include leasehold improvements,
furniture, fixtures, equipment, food and beverage inventory and other
pre-opening expenses. There can be no assurances that Nolbo's cost of opening
additional restaurants will not exceed the foregoing estimates.

The opening and success of Nolbo's restaurants will depend on various
factors, including the availability of suitable sites and negotiations of
acceptable lease terms for new locations; the ability to obtain construction
and any other necessary permits and/or licenses in a timely manner; the ability
to meet construction schedules; the ability of Nolbo to generate sales and
manage this anticipated expansion and to hire and train personnel, and general
economic and business conditions. Not all of the foregoing factors are within
the control of Nolbo.

Previously, Nolbo had operated for a period of two years from November
1992 to November 1994 a third restaurant under the name "Gladstone's Grilled
Chicken" in the "Town and Country" area of Tampa, Florida. This store was
closed due to the lack of sales and a large overhead.

Gladstone's menu features its unique marinated Grilled Chicken. A full
chicken is split and the wings are notched in order to facilitate marinating.
The chickens are marinated for 18 hours in a secret citrus and herb based
marinade. The chickens are cooked on an open flamed grill. Chickens are then
taken directly from the grill and cut to order for every customer. Customers
usually receive their entire meal within 30 seconds of ordering and paying.

Gladstone's restaurants currently offer seven different chicken
combination meals and two chicken sandwiches, featuring a side dish selection
of nine items including such items as baked beans, whipped potatoes and gravy,
macaroni and cheese and five different speciality salads. Hot pita and homemade
honey butter are also served with each meal. Customers can also choose from a
variety of Coca Cola products and iced tea. Nolbo owns a delivery van which is
specially painted to insure high recognition and function effectively as a
rolling advertisement.

15
<PAGE>

Restaurant Operations and Management

Nolbo maintains quality and consistency in its restaurants through the
careful hiring, training and supervision of personnel and the establishment of
standards relating to food and beverage preparation, maintenance of facilities
and conduct of personnel.

Nolbo maintains financial and accounting controls for each of its
restaurants through the use of centralized accounting and management
information systems. Sales information is collected on a daily basis from each
restaurant, and restaurant managers are provided with monthly operating
statements for their locations. Nolbo's downtown location is open Monday
through Saturday from 11:00 a.m. to 6:00 p.m. and its other restaurant is open
from 11:00 a.m. to 9:00 p.m., seven days a week.

The management team for each restaurant consists of one general manager
and between one and two assistant managers. Each restaurant employs a staff
consisting of between three to seven hourly employees, some of whom work
part-time. As the number of Gladstone's restaurants expand, Nolbo anticipates
having new Restaurant managers complete an extensive training program during
which they would be instructed in areas including food quality and preparation,
customer satisfaction, beverage service, governmental regulations compliance,
and employee relations. Restaurant managers are provided with an operations
manual relating to food and beverage preparation, all areas of restaurant
management and compliance with governmental regulations. Working in concert
with the individual restaurant managers, Nolbo's executive officers define
operations and performance objectives for each restaurant and monitor
implementation. Nolbo's executive officers regularly visit each Gladstone's
Restaurant and meet with the respective management teams to ensure compliance
with Nolbo's strategies and standards of quality in all respects of restaurant
operations and personnel development.

Each new restaurant employee of Nolbo participates in a training program
during which the employee works under the close supervision of a restaurant
manager, or an experienced employee. Management continuously solicits employee
feedback concerning restaurant operations and strives to be responsive to the
employees' concerns.

Purchasing

Nolbo negotiates directly with suppliers for food and beverage products to
ensure consistent quality and freshness of products and to obtain competitive
prices. Food and supplies are shipped directly to the restaurants, although
invoices for purchases are sent to Nolbo for payment. Nolbo's emphasis on
first-quality food requires frequent deliveries of fresh food supplies. Because
of the need for freshness of products, Nolbo does not maintain a central
product warehouse or commissary.

Marketing

Nolbo has positioned itself as being a Bistro style upscale quickly served
grilled chicken restaurant that focuses on moderately priced and high quality
gourmet chicken, casual dining or take-out market segments. Nolbo relies
principally on its commitment to customer service, excellent price value
relationship and the Gladstone's ambiance of its restaurants to attract and
retain customers. Accordingly, Nolbo focuses its resources on providing
customers with superior service, value and a pleasant dining atmosphere.

Nolbo's restaurants rely on positive word-of-mouth, in-store promotions,
billboards, direct mail, newspaper and specialty advertisements to generate
customer interest. A major marketing tool is its V.I.P. customer program. Nolbo
maintains a data base of V.I.P. customers along with their name, address, phone
number and date of birth. Mass mailings take place with substantial offers at
least every six months. Each month each customer with a birthday receives a
birthday card that he/she can redeem for a free meal. During fiscal 1998 and
1997, Nolbo expended approximately $19,500 and $17,500, respectively, on
advertising, promotion and related matters.

A costumed "Gladstone Chicken" is also an integral part of Nolbo's
marketing plan. The chicken has been used to distribute coupons, wave to cars,
interact with children and generally create an awareness at restaurant sites
and special events.

16
<PAGE>

In 1998, Nolbo spent $30,000 of the proceeds of a bridge loan to refurbish
and install a point of sales system that enables customer information to be
tracked. For example, customers can be rewarded with personal gift certificates
when they spent a certain amount of money. To create additional name
recognition, Nolbo sells T-shirts, hats and other items bearing Nolbo's
restaurant's name and logo.

For each new restaurant, Nolbo intends to conduct a pre-opening awareness
program prior to the opening of a restaurant. Nolbo anticipates that a given
program typically would include special promotions, site signs, coupons,
billboard, newspaper and direct mail advertisements. Sponsorship of a fund
raising event for a local charity to establish ties to local community leaders
and increase awareness of the new restaurant, and pre-opening trial operations,
to which family and friends of new employees would be invited, may also be
considered in the future.

Government Regulation

Nolbo's restaurants are subject to numerous federal, state and local laws
affecting health, sanitation and safety standards, as well as to state and
local licensing regulations. Each restaurant currently has appropriate food
service licenses from local health authorities. Nolbo is required to renew
these licenses annually. Such licenses may be suspended or revoked at any time
for cause. The failure of Nolbo to retain food service licenses would have a
material adverse effect on its operations. In order to reduce this risk, each
of Nolbo's restaurants is operated in accordance with strict standardized
procedures designed to assure compliance with all applicable codes and
regulations. Difficulties in obtaining or failures to obtain the required
licenses or approvals could delay or prevent the development of a new
restaurant in a particular area. Nolbo carries liability coverage as part of
its comprehensive general liability insurance.

Nolbo's current and future restaurant operations are and will also be
subject to federal and state minimum wage laws governing such matters as
working conditions, overtime and tip credits and other employee matters.
Significant numbers of Nolbo's food service and preparation personnel will be
paid at rates related to the federal minimum wage. Government-imposed increases
in minimum wages, paid leaves of absence and mandated health benefits, or
increased tax reporting and tax payment requirements for employees who receive
gratuities, could be detrimental to the economic viability of Nolbo's
restaurants.

The development and construction of additional restaurants will be subject
to compliance with applicable zoning, land use and environmental regulations.
Management is not aware of any environmental regulations that have had a
material effect on Nolbo or its restaurants to date.

The Federal Americans With Disabilities Act (the "Disabilities Act")
prohibits discrimination on the basis of disability in public accommodations
and employment. The Company's current restaurants are in full compliance with
the Disabilities Act, and Nolbo intends to review plans and specifications of
any new restaurants and make periodic inspections to ensure continued
compliance. Nolbo's current restaurants are designed to be accessible to the
disabled. Nolbo believes that it is in substantial compliance with all current
applicable regulations relating to restaurant accommodations for the disabled.
Nolbo does not anticipate that such compliance will require Nolbo to expend
substantial funds.

Competition

The restaurant industry, and particularly the quick-service segment, is
highly competitive with respect to price, services, food quality including
taste, freshness, healthfulness and nutritional value and location, and there
are numerous well-established competitors possessing substantially greater
financial, marketing, personnel and other resources than Nolbo and
substantially longer operating histories. Nolbo competes with fast food chain
specializing in chicken products, such as Boston Market, KFC, and the combined
Popeye's Famous Fried Chicken and Church's Chicken chains. To a lesser extent,
Nolbo's competitors also include major pizza and hamburger chains, such as
Pizza Hut, McDonald's, Burger King and Wendy's, many of which have introduced
chicken products. Other competitors include independent chicken establishments
in the State of Florida. Nolbo competes on the basis of providing quality foods
at competitive prices. There can be no assurance that consumers will regard
Nolbo's products as sufficiently distinguishable from competitive products,
that substantially equivalent products will not be introduced by Nolbo's
competitors or that Nolbo will be able to compete successfully.

17
<PAGE>

Lack of Trademarks and Servicemark Protection.

Nolbo has not filed for service mark or trademark protection of Nolbo's
name "Gladstone's Grilled Chicken" with the United States Patent and Trademark
Office and it does not intend doing so in the future. Another corporation that
Management believes operates one restaurant in California, has registered the
marks "Gladstone's" and "Gladstone 4 Fish and Design" with such office and
could in the future bring a trademark infringement action against Nolbo in
Florida seeking injunctive relief and damages. Management believes that such
corporation has perfected an incontestible right to its marks with the United
States Patent and Trademark Office. Nevertheless, management believes that it
may be difficult for such corporation to prevail in a trademark infringement in
Florida in which injunctive relief is sought to deny Nolbo's use of the mark
"Gladstone's Grilled Chicken" since:

o such corporation has failed to contest the use of Nolbo's mark for a
period of over ten years;

o there is no actual confusion between customers of such corporation and
customers of Nolbo as to the respective products offered by each entity;
and

o such corporation will be unable to demonstrate that it has a famous or
distinctive mark that is easily recognized in Florida by the consuming
public.

No assurances can be given that Nolbo would prevail in such a legal
action. Further, any lawsuit would involve Nolbo incurring significant legal
costs in the defense of such a lawsuit and, if unsuccessful, Nolbo could be
forced to pay a material damage award and/or change its name which may
adversely effect Nolbo and its operations.

Product Liability Insurance

As a seller of restaurant food, Nolbo is exposed to potential liability.
There is a possibility that someone could claim personal injury resulting from
eating Nolbo's food. Nolbo maintains product liability insurance. Currently,
the amount of coverage is $1,000,000 per occurrence and $2,000,000 in the
aggregate. The policy is for a period of one year is currently in effect
through December 20, 1999. Although Nolbo believes that its present insurance
coverage is sufficient for its current level of business operations, there is
no assurance that such insurance will be sufficient to cover potential claims,
or that adequate, affordable insurance coverage will be available to Nolbo in
the future. An uninsured successful claim against Nolbo or a successful claim
in excess of the liability limits or relating to an injury excluded under the
policy could have a material adverse effect on Nolbo.

Employees

At January 11, 1999, Nolbo employed approximately 20 individuals, of which
4 occupy executive or managerial positions and 16 hold non-managerial
restaurant related positions and clerical and office positions. None of Nolbo's
employees are covered by a collective bargaining agreement. Nolbo considers its
relations with its employees to be good and has not experienced any
interruption of operations due to labor disputes.

Facilities

Nolbo's executive office is located at 8426 Sunstate Street, Tampa, FL
33634. Nolbo leases these facilities from Amenitique, Inc., an affiliate of
Nolbo. Nolbo pays Amenitique $400 per month. The term of the lease expires on
June 30, 1999. Nolbo shares office suites and a warehouse facility with
Amenitique. See "Management."

One of Nolbo's restaurants is located at 5203 East Fowler Avenue, Temple
Terrace-Tampa, Florida in the Terrace Ridge Plaza Shopping Center. The Terrace
Ridge restaurant is composed of approximately 1,660 square feet and is leased
through February 28, 2000. Nolbo currently pays an annual fixed rent of
approximately $27,000 and its proportionate share of the (i) cost of operating
and maintaining the shopping center, (ii) real estate taxes, (iii) insurance,
and (iv) utility costs.

18
<PAGE>

Nolbo's other restaurant is located in downtown Tampa at 110 Madison
Avenue, Tampa, FL 33602. The restaurant has been leased since 1990 and its
current five-year extension began on October 1, 1995 and terminates on
September 30, 2000. The current base rent is $3,000 per month, net of a $200
credit for food allowance each month. The base rent will increase or decrease
each year by an amount equal to one-half of the increase or decrease in the
consumer price index. Nolbo also pays additional rent for tax increases and is
responsible for its monthly utility charges. In 1995, Nolbo was in arrears in
the amount of $50,000 for back rent on one of its restaurants. In November
1995, the lease agreement was renegotiated to reduce monthly rental payments
and provides for the prospective forgiveness of $10,000 per calendar year of
the $50,000 debt provided Nolbo remains in full compliance with the terms of
the new lease agreement. In addition, all of the assets were pledged as
collateral on this obligation. At the date of this Prospectus, the balance is
approximately $20,000.

Legal Proceedings

While Nolbo may become involved in suits, proceedings, or claims in the
ordinary course of business, Nolbo is not currently a party to any material
legal proceedings.

Additional Information

At your request, Nolbo will provide you, without charge, a copy of any
exhibits to its registration statement. If you want more information, write or
call us at:

Nolbo, Inc.
8426 Sunstate Street
Tampa, FL 33634
Telephone: (813) 882-4753
Fax: (813) 888-7287

Nolbo's fiscal year ends on June 30. Nolbo intends to furnish its
shareholders annual reports containing audited financial statements and other
appropriate reports. In addition, Nolbo intends to become a reporting company
and file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission ("SEC"). You may read
and copy any reports, statements or other information Nolbo files at the SEC's
public reference room in Washington, D.C. You can receive copies of these
documents, upon payment of a duplicating fee, by writing to the SEC. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. Nolbo's SEC filings are also available to the public on
the SEC Internet site at http://www.sec.gov.

19
<PAGE>

MANAGEMENT

Directors and Executive Officers

The names and ages of the directors and executive officers of Nolbo are
set forth below:

Name Age Position
---- --- --------
Marvin M. Nolley 56 President, Director
Bo G. Grektorp 57 Vice President, Director
Hans Bremstrom 67 Director
Sean Flaherty 48 Chief Financial Officer, Treasurer,
Secretary, Director

The term of office for each of Nolbo's directors is one year until their
respective successors are elected and shall qualify. Executive officers serve
at the pleasure of the Board of Directors.

Marvin M. Nolley, has been an officer, director and full-time employee of
Nolbo since its inception in June 1998. Mr. Nolley is a founder, president and
a director of Gladstone's Grilled Chicken, Inc., a wholly-owned subsidiary of
Nolbo, from 1990 until the present time. Mr. Nolley is the founder, president
and director of Flame Broiled Chicken, Inc., a wholly-owned subsidiary of
Nolbo, from 1987 until the present time. From 1979 through 1986, he was a
Director of Sales and Marketing for the Performing Arts Abroad, Inc., where he
supervised the marketing and on-site operation of non-professional judged music
festivals worldwide.

Bo G. Grektorp, has been an officer and director of Nolbo since its
inception in June 1998. Mr. Grektorp is a founder, director and Vice President
of Gladstone's Grilled Chicken, Inc. from 1990 until the present time. Since
1993, he has been a board member, president and principal of Amenitique Inc., a
company engaged in the business of manufacturing and distribution of high-end
Hotel & Resort Bath Amenities. Mr. Grektorp founded Amenitique Inc. in 1993.
Since 1993, he has served as a board member of Scandinavian Amenities A/S, a
company engaged in the business of Hotel Amenities. From 1989 until 1993, he
was a founder, president and principal of City Towers of Florida Inc., a real
estate company. Mr. Grektorp devotes such time to the affairs of Nolbo as is
necessary for the performance of his duties which is estimated to be 20 hours
per week.

Hans Bremstrom, has been a director of Nolbo since its inception in June
1998. Since 1994, he has been an owner and president of Web Street Inc., a
company engaged in the business of developing and managing a website and
production of Advertising Banners and web sites and international listing of
Hospitality Products and Services on the Internet. From 1992-1994, he was
president of Barkman and Co., a company that developed a 250-room luxury room
hotel in New York City.

Sean Flaherty, has been an officer and director of Nolbo since its
inception in June 1998. Since October 1994, Mr. Flaherty has served as vice
president of operations of Amenitique, Inc. At Amenitique, Inc., he coordinates
the processing of client order, purchasing, manufacturing, import of products,
warehousing, inventory control, distribution and financial collection. From
October 1992 through October 1994, he was an officer, director and principal of
Impact International, Inc., a company engaged in the business of manufacturing
and sales of custom soap gift and promotional products. Mr. Flaherty was in
charge of purchasing, manufacturing, legal and distribution of this
corporation. During this time, he also worked with attorneys and Florida
investors as a consultant to review and analyze the feasibility of potential
business opportunities and their legal, financial, development and
administrative strengths. Mr. Flaherty devotes such time to the affairs of
Nolbo as is necessary for the performance of his duties.

In the event that Nolbo can successfully appoint two outside directors
after the completion of the Offering, of which no assurances can be given in
this regard, the Board of Directors would establish a Compensation Committee
and an Audit Committee. The Audit Committee and Compensation Committee, which
would consist of at least a majority of outside directors who will among other
things, make recommendations to the Board of Directors regarding the
independent auditors for Nolbo, approve the scope of the annual audit
activities of the independent auditors and review audit results and have
general responsibility for all auditing related matters. The Compensation
Committee would review and recommend to the Board of Directors the compensation
structure for Nolbo's officers and other management personnel, including salary
rates, participation in incentive compensation and benefit plans, fringe
benefits, non-cash perquisites and other forms of compensation.

20
<PAGE>
Executive Compensation

The following table sets forth the total compensation paid to the named
Chief Executive Officer for the fiscal years ended December 31, 1998, 1997 and
1996. During 1998, Nolbo did not have any executive officers earning $100,000
or more in salaries and bonuses.

<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------------
Annual Compensation Awards Payouts
-------------------------------------- -------------------------- ---------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Name Annual Restricted Number Other
and Compen- Stock of LTIP Compen-
Principal sation Award(s) Options / Payouts sation
Position Year Salary ($) Bonus ($) ($) ($) Warrants ($) ($)
- ------------------- ------ ------------ ----------- --------- ------------ ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Marvin M. Nolley, 1998 46,300 -0- -0- 1,000 (1) -0- -0- -0-
Chief Executive 1997 46,300 -0- -0- -0- -0- -0- -0-
Officer (2) 1996 47,680 -0- -0- -0- -0- -0- -0-
</TABLE>

- ------------
(1) Does not include 620,000 shares of Nolbo's common stock issued to Mr.
Nolley in 1998 in exchange for his equity interests in Gladstone's Grilled
Chicken, Inc. and Flame Broiled Chicken, Inc., Nolbo's two subsidiaries.
See "Certain Transactions."

Stock Option Plan

Nolbo has a 1998 Stock Option Plan, as amended, covering 50,000 shares of
common stock (the "plan"), subject to adjustment to cover stock splits, stock
dividends, recapitalizations and other capital adjustments for employees,
including officers and directors and consultants of Nolbo. The plan provides
that options to be granted under the plan will be designated as incentive stock
options or non-incentive stock options by the Board of Directors or a committee
thereof, which also will have discretion as to the persons to be granted
options, the number of shares subject to the options and the terms of the
options. Options designated as incentive stock options are intended to receive
incentive stock option tax treatment pursuant to Section 422 of the Internal
Revenue Code of 1986, as amended.

The plan provides that all options granted thereunder shall be exercisable
during a period of no more than 10 years from the date of grant (five years for
incentive stock options granted to holders of 10% or more of the outstanding
shares of common stock), depending upon the specific stock option agreement and
that the option exercise price for incentive stock options shall be at least
equal to 100% of the fair market value of common stock on the date of grant
(110% for options granted to holders of 10% or more of the outstanding shares
of common stock). Pursuant to the provisions of the plan, the aggregate fair
market value (determined on the date of grant) of the shares of the common
stock for which incentive stock options are first exercisable under the terms
of the plan by an option holder during any one calendar year cannot exceed
$100,000.

Currently, the plan provides that if the employment of an optionee is
terminated other than by reason of death, disability or retirement at age 65,
any incentive stock options granted to the optionee will immediately terminate.
If employment is terminated by reason of disability or retirement at age 65,
the optionee may, within one year from the date of termination, in the event of
termination by reason of disability, or three months from the date of
termination, in the event of termination by reason of retirement at age 65,
exercise the incentive stock option (but not after the normal termination date
of the option). If employment is terminated by death, the person or persons to
whom the optionee's rights under the incentive stock option are transferred by
will or the laws of descent and distribution have similar rights of exercise
within three months after such death (but not after the normal termination date
of the option). Any termination provisions of non-statutory stock options will
be fixed by the board of directors or a committee thereof.

Options are not transferable otherwise than by will or the laws of descent
and distribution and during the optionee's lifetime are exercisable only by the
optionee. Shares subject to options which expire or terminate may be the
subject of future options. The plan provides that no new options may be granted
by the Board of Directors of Nolbo after ten years from the establishment of
the plan by the Board of Directors. As of the date of this Prospectus, no
options were issued and outstanding under the plan.

21
<PAGE>

Employment Agreements

Each of Nolbo's three executive officers have entered into employment
agreements dated as of July 1, 1998 with Nolbo. The agreements, which are
nearly identical, provide for a term of three years expiring June 30, 2001.
Currently, the employment agreements have fixed the annual salaries of Marvin
M. Nolley, Bo G. Grektorp and Sean Flaherty at $75,000, $25,000 and $15,000,
respectively. Annually, the Board of Directors shall review the salaries of
each executive officer and it has the right to increase such salaries based
upon various factors including, without limitation, the performance of Nolbo
and the executive officers' contributions to same. Further, for the period June
1, 1998 through May 31, 1999, Marvin M. Nolley is entitled to a bonus of 10% of
cash flow from operations with an amount to be received of not less than
$12,500 and a maximum of $30,000; Bo G. Grektorp is entitled to a bonus of 5%
of cash flow from operations with an amount to be received of not less than
$5,000 and a maximum of $15,000; and Sean Flaherty is entitled to a bonus of 2
1/2% of cash flow from operation with an amount to be received of not less than
$2,000 and a maximum of $6,000.

Nolbo has the right to terminate any of its executive officers for cause
after giving the officer 30-days prior written notice with an opportunity to
comply with his obligations under the employment agreement. Nolbo has the
option to terminate the executive officer without cause upon giving at least
60-days prior written notice. In the event of cause, the officer is entitled to
receive his salary through the date of termination, any unpaid but promised
bonuses and all benefits due under stock option and other employee benefit
plans. For termination without cause, the officer is entitled to receive the
same payments for termination with cause plus the remaining salary that is due
for the full term of the employment contract, calculated based upon the
officer's existing salary at the time of termination. In the event of
termination without cause, payments will be made to the officer in equal
monthly installments over the balance of the employment contract without
interest. The agreement also provides for certain benefits in the event of
termination for disability where the disability exists for at least six months
in any 12 month consecutive period. Such benefits include, without limitation,
salary to the date of termination, promised bonuses and six months severance
pay. In the event of death, Nolbo is required to pay an amount equal to the
executive's total annual compensation for the last year of employment for a
period of three years from the officers' date of death. The agreements continue
in effect on a year-to-year basis beyond June 30, 2001 unless on party gives
written notice to the other to terminate the extended agreement in effect for
at least 120 days prior to the end of the calendar year, 2001 and not less than
60 days prior to the end of any following year.

Limitation of Liability and Indemnification Matters

Nolbo's certificate of incorporation contains a provision eliminating the
personal monetary liability of directors to the extent allowed under the
General Corporation Law of the State of Delaware. Under the provision, a
stockholder is able to prosecute an action against a director for monetary
damages only if he can show a breach of the duty of loyalty, a failure to act
in good faith, intentional misconduct, a knowing violation of law, an improper
personal benefit or an illegal dividend or stock repurchase, as referred to in
the provision, and not "negligence" or "gross negligence" in satisfying his
duty of care. In addition, the provision applies only to claims against a
director arising out of his role as a director or not, if he is also an
officer, his role as an officer or in any other capacity or to his
responsibilities under any other law, such as the federal securities laws. In
addition, Nolbo's Bylaws provide that Nolbo will indemnify its directors,
officers, employees and other agents to the fullest extent permitted by
Delaware law. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Nolbo pursuant to the foregoing provisions, or otherwise, Nolbo has been
advised that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

Directors Compensation

Nolbo intends to pay its directors who are not also employees of Nolbo
$500 for each meeting attended and will reimburse such directors for travel and
other expenses incurred by them in connection with attending Board of Directors
meetings. All directors of Nolbo are eligible to receive the grant of options
to purchase shares of Nolbo's common stock pursuant to the plan.

22
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth as of the date of this Prospectus certain
information with respect to the beneficial ownership of common stock by each
person or entity known by Nolbo to be the beneficial owner of 5% or more of
such shares, each officer and director of Nolbo, and all officers and directors
of Nolbo as a group. Beneficial ownership as reported in the table above has
been determined in accordance with Rule 13d-3 of the Exchange Act. Accordingly,
unless otherwise noted, all of Nolbo's securities over which the officers and
directors named, or as a group, directly or indirectly have, or share voting or
investment power, have been deemed beneficially owned.

<TABLE>
<CAPTION>
Percentage Beneficial Ownership
Shares of
Common Stock After After
Beneficially Before Offering Offering
Owned Before Offering Minimum Maximum
Name and Address (1) Offering(2) (3) (3) (3)
- ---------------------------------------------------- -------------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Marvin M. Nolley ................................... 621,000 68.5 56.1 51.5
Bo G. Grektorp ..................................... 280,000 30.9 25.3 23.2
Hans Bremstrom ..................................... -0- -0- -0- -0-
Sean Flaherty ...................................... -0- -0- -0- -0-
All four officers and directors as a group ......... 901,000 99.4 81.4 74.7
</TABLE>

- ------------
* Represents less than 1% of the outstanding shares.

(1) All addresses for the officers and directors are c/o Nolbo, Inc., 8426
Sunstate Street, Tampa, FL 33634.

(2) All shares are directly beneficially owned of record unless indicated
otherwise.

(3) Calculated based upon 906,000 shares of common stock outstanding before the
offering and 1,106,000 shares (minimum) and 1,206,000 shares (maximum)
outstanding after the offering.

23
<PAGE>
CERTAIN TRANSACTIONS

Effective June 30, 1998, Nolbo acquired its two operating subsidiaries,
namely, Flame Broiled Chicken, Inc. and Gladstone's Grilled Chicken, Inc., in
exchange for 905,000 shares of Nolbo's common stock. In connection with such
transactions, Nolbo issued the following:

o 280,000 shares to Bo Grektorp in exchange for his interest in
Gladstone's Grilled Chicken, Inc.; and

o 5,000 shares to Kenneth Hansen in exchange for his interest in Flame
Broiled Chicken, Inc., and an aggregate of 620,000 shares to Marvin Nolley
in exchange for his interest in Flame Broiled Chicken, Inc. and
Gladstone's Grilled Chicken, Inc.

Nolbo also issued at $1.00 per share an additional 1,000 shares to Marvin
Nolley in connection with Nolbo's incorporation.

For a description of Nolbo's lease for its principal executive office with
Amenitique, Inc., an affiliate of Nolbo, see "Business -- Facilities."

On September 9, 1998, Marvin Nolley borrowed $11,123 which is repayable to
the Company on demand. Commencing November 1, 1998, this loan bears interest at
the rate of 8% per annum.

DESCRIPTION OF SECURITIES

Common Stock

Nolbo has 20,000,000 shares of authorized common stock, $.001 par value.
Immediately prior to the offering, 906,000 shares of common stock were issued
and outstanding to three stockholders.

Holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Stockholders do not
have non-cumulative voting rights. Subject to preferences that may be
applicable to any then outstanding preferred stock, holders of common stock are
entitled to receive ratably such dividends as may be declared from time to time
by the Board of Directors out of funds legally available therefor. See
"Dividend Policy." In the event of a dissolution, liquidation or winding-up of
Nolbo, holders of common stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of any
then outstanding preferred stock. Holders of common stock have no right to
convert their common stock into any other securities. The common stock has no
preemptive or other subscription rights. There are no redemption or sinking
fund provisions applicable to the common stock. All outstanding shares of
common stock are, and the common stock to be outstanding upon completion of the
offering will be, duly authorized, validly issued, fully paid and
nonassessable.

Preferred Stock

The certificate of incorporation provides Nolbo's Board of Directors with
the authority, without further action by the stockholders, to issue up to
5,000,000 shares of preferred stock in one or more series and to fix the
rights, preferences, privileges and restrictions thereof, including dividend
rights, conversion rights, voting rights, terms of redemption, liquidation
preferences and the number of shares constituting any series or the designation
of such series. The issuance of preferred stock could adversely affect the
voting power of holders of common stock and could have the effect of delaying,
deferring or preventing a change in control of Nolbo. Nolbo has no present
plans to issue any shares of preferred stock.

Underwriter's Warrants

In connection with the offering, Nolbo has agreed to sell to the
Underwriter, for a purchase price of $.001 per warrant, the underwriter's
warrants, which entitles the holders to purchase one share of Nolbo's common
stock for each ten shares sold in the Offering. For a description of the terms
of the underwriter's warrants, see "Underwriting."

Transfer Agent and Registrar

The transfer agent and registrar for Nolbo's common stock is Continental
Stock Transfer & Trust Company, Two Broadway, 19th Floor, New York, NY 10004.

24
<PAGE>

"Penny Stock" Regulations

The SEC has adopted "penny stock" regulations which apply to securities
traded over-the-counter. These regulations generally define "penny stock" to be
any equity security that has a market price of less than $5.00 per share or an
equity security of an issuer with net tangible assets of less than $5,000,000
as indicated in audited financial statements, if the corporation has been in
continuous operations for less than three years. Subject to certain limited
exceptions, the rules for any transaction involving a "penny stock" require the
delivery, prior to the transaction, of a risk disclosure document prepared by
the SEC that contains certain information describing the nature and level of
risk associated with investments in the penny stock market. The broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities. Monthly
account statements must be sent by the broker-dealer disclosing the estimated
market value of each penny stock held in the account or indicating that the
estimated market value cannot be determined because of the unavailability of
firm quotes. In addition, the rules impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and institutional accredited investors (generally
institutions with assets in excess of $5,000,000). These practices require
that, prior to the purchase, the broker-dealer determined that transactions in
penny stocks were suitable for the purchaser and obtained the purchaser's
written consent to the transaction. If a market for Nolbo's common stock does
develop after the offering and Nolbo's shares trade below $5.00 per Share after
the offering, it will be a penny stock. Consequently, the "penny stock" rules
may restrict the ability of broker-dealers to sell the shares and may affect
the ability of purchasers in the offering to sell Nolbo's Shares in the
secondary market.

SHARES ELIGIBLE FOR FUTURE SALE

At the date of the offering, Nolbo's outstanding unregistered securities
include 906,000 shares of Nolbo's common stock and notes convertible into a
maximum of an additional 30,000 shares (collectively the "restricted
securities"). The restricted securities are owned primarily by officers and
directors of Nolbo and are "restricted securities" as that term is defined by
Rule 144 of the Securities Act. Such restricted securities may only be sold
commencing in June 1999 in compliance with the provision of Rule 144 unless
otherwise registered by Nolbo. These stockholders may elect to sell some or all
of these shares as soon as they are permitted to do so. Ordinarily, under Rule
144, a person holding restricted securities for a period of one year may, every
three months thereafter, sell in ordinary brokerage transactions or in
transactions directly with a market maker, an amount of shares equal to the
greater of one percent of Nolbo's then outstanding common stock or the average
weekly trading volume in the same securities during the four calendar weeks
prior to such sale. For non-affiliated persons who own Nolbo's securities for
at least two years, the aforementioned volume restrictions are not applicable
to sales by such person. Furthermore, all security holders of Nolbo have agreed
with the Underwriter not to sell or otherwise transfer the restricted
securities within 12 months of the closing date of this offering unless earlier
permitted by the underwriter. The possible or actual future sales of the
restricted securities under Rule 144 may have an adverse effect on the market
price of Nolbo's common stock should a public trading market develop for such
shares.

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting
Agreement, which is filed as an exhibit to the Registration Statement, J.W.
Barclay & Co., Inc. (the "underwriter") has agreed to offer the shares to the
public, as agent for Nolbo. The shares are offered by Nolbo on a "best efforts
200,000 shares minimum, 300,000 shares maximum" basis, subject to prior sale,
when, as and if received and accepted by it, subject to approval of certain
legal matters by counsel for Nolbo and the underwriter, and subject to certain
other conditions. The underwriter and Nolbo reserve the right to withdraw,
cancel or modify the offering and to reject any order in whole or in part.

The offering period will terminate on _______, 1999 unless extended by
Nolbo and the underwriter for an additional 60-day period until the close of
business on _________, 1999. Following the sale of at least 200,000 shares,
Nolbo may close on the sale of such shares ("initial closing") and continue
offering the balance of the shares through the end of the offering period
unless the offering is earlier terminated by Nolbo and the underwriter. Nolbo
will close on the sale of any additional Shares ("final closing") at the end of
the offering period

25
<PAGE>

or earlier if all the shares are sold or if it is determined by Nolbo and the
underwriter that no additional shares will be sold. Until the closing on the
sale of 200,000 shares, the proceeds from the sale of shares will be held in an
escrow account with Continental Stock Transfer & Trust Company, Two Broadway,
19th Floor, New York, NY 10004. All checks shall be made payable to
"Continental Stock Transfer & Trust Company f/b/o Nolbo." If at least 200,000
shares are not sold during the offering period, all funds received will be
promptly repaid in full without interest thereon or deduction therefrom. Prior
to the initial closing, the escrow agent will confirm that 200,000 shares have
been sold, and cash or cleared funds have been received in full payment for the
purchase of the shares before releasing the funds from escrow.

Nolbo has agreed to pay the underwriter a commission of 10% of the price
of the shares sold ($.60 per share) upon the closing. The underwriter may
authorize selected securities brokers who are members of the National
Association of Securities Dealers, Inc. ("NASD") to offer the shares for sale
and allow a concession to them. Such dealers may reallow to members of the
NASD. In any event, such concessions and reallowances will not exceed the
commission the underwriter is to receive ($.60 per share).

Nolbo has agreed to enter into a one-year consulting agreement (the
"Consulting Agreement") with the underwriter. Such agreement provides that the
underwriter will render consulting services to Nolbo. The aggregate fee due to
the underwriter for such consulting services will be an amount equal to two
(2%) percent of the gross proceeds of the offering and shall be paid in full
upon the closing date of the offering.

The Underwriting Agreement provides that Nolbo pay a non-accountable
expense allowance of three percent (3%) of the proceeds of this offering, or
$36,000 to the underwriter if the minimum is sold and $54,000 if the maximum is
sold, which amount will be used to reimburse the underwriter for its expenses,
including fees and disbursements of counsel and such other due diligence and
customary expenses as are normally incurred by an underwriter. As of the date
of this Prospectus, $25,000 has been advanced to the underwriter against the
underwriter's non-accountable expense allowance.

In addition to the underwriter's commissions, non-accountable expense
allowance and financial consulting fees, Nolbo is required to pay the costs of
qualifying this offering under Federal and state securities laws, together with
legal and accounting fees, printing and other costs in connection with this
offering, estimated to total approximately $220,000.

Nolbo and the underwriter have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). To the extent that the underwriting agreement
may purport to provide exculpation from possible liabilities arising under the
federal securities laws, in the opinion of the securities and exchange
commission. Such indemnification is contrary to public policy and therefore
unenforceable.

Upon the sale of the minimum number of Units offered hereby and closing of
this offering, Nolbo has agreed to sell to the underwriter, for nominal
consideration, warrants ("underwriter's warrants") to acquire one share of
common stock for each ten shares sold consisting of 20,000 shares of common
stock if the minimum is sold, and 30,000 shares if the maximum is sold. The
underwriter's warrants are exercisable at a price of $9.90 per share commencing
twelve months from the date of this prospectus and for a period of four years
thereafter. Each of the underwriter's warrants shall represent the right to
purchase one share of common stock.

The underwriter's warrants may not be sold, assigned, transferred,
pledged, hypothecated or delivered except to officers of the underwriter,
selected dealers and their officers and/or partners, for a period of twelve
months from the date of this Prospectus, and, in no event will such
underwriter's warrants (or the underlying shares of common stock issuable upon
exercise thereof) be offered or sold except in compliance with the Secur-ities
Act. Accordingly, no public offering of the underwriter's warrants or the
underlying shares will be made until a new Registration Statement or
Post-Effective Amendment to this Registration Statement covering the
underwriter's warrants or underlying shares has become effective with the SEC.
The underwriter's warrants provide for certain registration rights under the
Securities Act, as amended, for the underwriter's warrants and/or underlying
shares thereof. Such registration rights may be exercised at any time during
the four-year period commencing one year after the date of this Prospectus upon
written request of the holders of not less than 50% of the underwriter's
warrants or underlying shares. In no event shall Nolbo bear the expense of
registration of the underwriter's warrants and underlying shares more than once
for any registration initiated by the underwriter.

26
<PAGE>

Under certain conditions, Nolbo may also be required to include, at Nolbo's
sole expense, the underwriter's warrants or underlying shares in (i) one
post-effective amendment to the Registration Statement filed for
Nolbo's account and (ii) one new Registration Statement (except on Form S-8 or
any other inappropriate form) filed for Nolbo's account, occurring during the
four-year period (six-year period if the underwriter's warrants are exercised
prior to their expiration) commencing one year from the date of this
Prospectus. Any profits realized by the underwriter upon the sale of the
underwriter's warrants or the underlying shares may be deemed to be additional
compensation.

The underwriter's warrants contain anti-dilution provisions regarding
certain events, including but not limited to, stock dividends, split-ups, and
reclassifications. Holders of the underwriter's warrants will have no voting
power and will not be entitled to any dividends. In the event of any
dissolution or winding up of Nolbo, the holders of the underwriter's warrants
will not be entitled to any dividends. In the event of any dissolution or
winding up of Nolbo, the holders of the underwriter's warrants will not be
entitled to participate in a distribution of Nolbo's assets. For the life of
the underwriter's warrants, the underwriter is given, at a nominal cost, the
opportunity to profit from a rise in the market price of the common stock with
a resulting dilution in the interest of existing security holders. The terms
upon which Nolbo could obtain additional capital during that period may be
adversely affected. The underwriter might be expected to exercise the
underwriter's warrants at a time when Nolbo would, in all likelihood, be able
to obtain any needed capital by a new offering of securities on terms more
favorable than those provided for by the underwriter's warrants.

All officers, directors and other stockholders of Nolbo have agreed not to
sell or otherwise transfer their shares of common stock or shares of common
stock issuable upon conversion of certain outstanding notes for twelve months
from the closing date of the offering without the prior written consent of the
underwriter.

Nolbo has been advised that the underwriter does not intend to make a
market in the securities following this offering. See "Risk Factors."

LEGAL MATTERS

The validity of the Securities being offered hereby will be passed upon
for Nolbo by Lester Morse P.C., Suite 420, 111 Great Neck Road, Great Neck, NY
11021. Certain legal matters will be passed upon for the underwriter by Henry
C. Malon, Esq., One Battery Park Plaza, Suite 300, New York, NY 10004. Lester
Morse P.C. has in the past represented the underwriter in connection with
matters unrelated to the offering.

EXPERTS

The financial statements as of June 30, 1998 and for the years ended June
30, 1998 and 1997 appearing in this Prospectus, have been audited by Aidman,
Piser & Company, P.A., 401 East Jackson Street, Suite 3400, Tampa, Florida
33602 independent auditors, and are included herein in reliance upon the
authority of said firm as experts in auditing and accounting.

27
<PAGE>

Independent Auditors' Report

To the Board of Directors
Nolbo, Inc. and Subsidiaries
Tampa, Florida

We have audited the accompanying consolidated balance sheet of Nolbo, Inc. and
Subsidiaries (the "Company"), as of June 30, 1998 and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the two-year period then ended. 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, the consolidated financial statements referred to above present
fairly in all material respects, the consolidated financial position of the
Company, as of June 30, 1998, and the consolidated results of their operations
and their cash flows for each of the years in the two-year period then ended in
conformity with generally accepted accounting principles.

/S/ Aidman, Piser & Company, P.A.

September 1, 1998
Tampa, Florida

F-1
<PAGE>

NOLBO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

ASSETS (Note 6)

<TABLE>
<CAPTION>
October 31, 1998
(Unaudited) June 30, 1998
----------------- --------------
<S> <C> <C>
Current assets:
Cash ............................................... $ 69,302 $ 10,262
Accounts receivable ................................ 2,284 3,033
Inventory .......................................... 14,749 11,871
Due from related party (Note 4) .................... 11,123 --
--------- --------
Total current assets ............................. 97,458 25,166

Property and equipment, net (Notes 2 and 3) ......... 47,508 50,131
Deferred offering costs ............................. 59,218 6,492
Other assets ........................................ 18,422 6,347
--------- --------
$ 222,606 $ 88,136
========= ========
</TABLE>

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt (Note 3) ............... $ 5,231 $ 7,732
Accounts payable and accrued expenses ....................... 33,928 29,925
Due to related party (Note 4) ............................... -- 7,905
---------- ----------
Total current liabilities ................................. 39,159 45,562

Long term debt, less current maturities, (Note 3) ............ 160,577 10,577
Deferred lease obligation (Note 6) ........................... 21,250 24,583
---------- ----------
Total liabilities ......................................... 220,986 80,722
---------- ----------

Commitments (Note 6) ......................................... -- --
Stockholders' equity (Note 8):
Preferred stock; $.001 par value, 5,000,000 shares authorized -- --
Common stock, $.001 par value, 20,000,000 shares
authorized; 906,000 shares issued and outstanding ......... 906 906
Additional paid-in capital .................................. 258,892 108,892
Accumulated deficit ......................................... (258,178) (102,384)
---------- ----------
1,620 7,414
---------- ----------
$ 222,606 $ 88,136
========== ==========
</TABLE>

See notes to consolidated financial statements.

F-2
<PAGE>

NOLBO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Four months ended
October 31 Years ended
(Unaudited) June 30
----------------------------- -----------------------------
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales .................................. $ 345,983 $325,135 $1,026,404 $1,025,162
Cost of sales .............................. 115,709 117,169 344,487 371,651
--------- -------- ---------- ----------
Gross profit ............................... 230,274 207,966 681,917 653,511
--------- -------- ---------- ----------
Operating expenses:
Selling, general and administrative ....... 228,723 218,335 631,384 632,103
Depreciation .............................. 3,027 5,581 29,978 35,575
--------- -------- ---------- ----------
231,750 223,916 661,362 667,678
--------- -------- ---------- ----------
Income (loss) from operations .............. (1,476) (15,950) 20,555 (14,167)
--------- -------- ---------- ----------
Other income (expense):
Interest (Note 3) ......................... (152,055) (1,402) (4,113) (4,418)
Gain on disposal of equipment ............. -- -- 2,500 --
--------- -------- ---------- ----------
(152,055) (1,402) (1,613) (4,418)
--------- -------- ---------- ----------
Income (loss) before income taxes .......... (153,531) (17,352) 18,942 (18,585)
Income tax expense (Note 5) ................ -- -- -- --
--------- -------- ---------- ----------
Historical net income (loss) ............... ($ 153,531) ($ 17,352) $ 18,942 ($ 18,585)
========= ======== ========== ==========
Historical net income (loss) per share ..... ($ .17) ($ .02) $ .02 ($ .02)
========= ======== ========== ==========
Proforma income data:
Net income (loss) as reported ............. ($ 153,531) ($ 17,352) $ 18,942 ($ 18,585)
Proforma adjustment to recognize
"C" corporation provision for
income tax (expense) benefit ............ -- 5,000 (7,000) 3,100
--------- -------- ---------- ----------
Proforma net income (loss) ................($ 153,531) ($ 12,352) $ 11,942 ($ 15,485)
========= ======== ========== ==========
Proforma net income (loss) per share ($ .17) ($ .01) $ .01 ($ .02)
========= ======== ========== ==========
Weighted average shares outstanding
during the period ......................... 906,000 906,000 906,000 906,000
========= ======== ========== ==========
</TABLE>

See notes to consolidated financial statements

F-3
<PAGE>

NOLBO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 1998 AND 1997 AND
FOUR MONTHS ENDED OCTOBER 31, 1998 AND 1997 (UNAUDITED)

<TABLE>
<CAPTION>
Additional
Common Stock
-------------------- Paid-in Accumulated
Shares Amount Capital Deficit Total
--------- -------- ----------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Balances, July 1, 1996 .................... 906,000 $ 906 $ 108,892 ($ 94,846) $ 14,952
Distributions ............................. -- -- -- (4,059) (4,059)
Net loss .................................. -- -- -- (18,585) (18,585)
------- ----- --------- --------- ----------
Balances, June 30, 1997 ................... 906,000 906 108,892 (117,490) (7,692)
Distributions ............................. -- -- -- (3,836) (3,836)
Net income ................................ -- -- -- 18,942 18,942
------- ----- --------- --------- ----------
Balances, June 30, 1998 ................... 906,000 906 108,892 (102,384) 7,414
Beneficial conversion feature of
convertible debt (Notes 1 and 3) ......... 150,000 -- 150,000
Distributions (unaudited) ................. -- -- -- (2,263) (2,263)
Net loss (unaudited) ...................... -- -- -- (153,531) (153,531)
------- ----- --------- --------- ----------
Balances, October 31, 1998
(unaudited) .............................. 906,000 $ 906 $ 258,892 ($ 258,178) $ 1,620
======= ===== ========= ========= ==========
</TABLE>

See notes to consolidated financial statements

F-4
<PAGE>

NOLBO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Four months ended
October 31 Years ended
(Unaudited) June 30
------------------------------ ----------------------------
1998 1997 1998 1997
-------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) ............................................ ($ 153,531) ($ 17,352) $ 18,942 ($ 18,585)
--------- -------- --------- --------
Adjustments to reconcile net income (loss) to
net cash provided by operating activities
Depreciation ................................................ 3,027 5,581 29,978 35,575
Gain on disposal of equipment ............................... -- -- (2,500) --
Amortization of discount on notes payable ................... 150,000 -- -- --
Increase (decrease) in cash due to
changes in:
Accounts receivable ....................................... 749 935 1,587 (2,124)
Inventory ................................................. (2,878) 144 (3,127) 1,599
Accounts payable and accrued expenses ..................... 10,495 16,768 (10,422) 10,076
Deferred lease obligation ................................. (3,333) (3,333) (10,000) (10,000)
--------- -------- --------- --------
Total adjustments ........................................ 158,060 20,095 5,516 35,126
--------- -------- --------- --------
Net cash provided by operating activities .................... 4,529 2,743 24,458 16,541
--------- -------- --------- --------
Cash flows from investing activities:
Acquisition of property and equipment ....................... (404) (1,845) (2,194) (14,004)
Proceeds from disposal of property and
equipment ................................................. -- -- 2,500 --
Advance to related party .................................... (11,123) -- -- --
--------- -------- --------- --------
Net cash provided by (used in) investing
activities ................................................ (11,527) (1,845) 306 (14,004)
--------- -------- --------- --------
Cash flows from financing activities:
Repayment of notes payable .................................. (2,501) (3,317) (8,388) (8,777)
Increase (decrease) in bank overdraft ....................... -- 2,759 (4,689) 4,689
Distributions paid to stockholders .......................... (2,263) -- (3,836) (4,059)
Proceeds from (repayment of) related party
payable ................................................... (7,905) (340) 2,411 (1,792)
Issuance of notes payable ................................... 150,000 -- -- --
Payment of offering costs ................................... (59,218) -- -- --
Loan costs paid ............................................. (12,075) -- -- --
--------- -------- --------- --------
Net cash provided by (used in) financing
activities .................................................. 66,038 (898) (14,502) (9,939)
--------- -------- --------- --------
Net change in cash ........................................... 59,040 -- 10,262 (7,402)
Cash at beginning of period .................................. 10,262 -- -- 7,402
--------- -------- --------- --------
Cash at end of period ........................................ $ 69,302 $ -- $ 10,262 $ --
========= ======== ========= ========
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest ....................................... $ 460 $ 1,402 $ 4,113 $ 4,418
========= ======== ========= ========
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE>

NOLBO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1998 AND 1997 AND
FOUR MONTHS ENDED OCTOBER 31, 1998 AND 1997 (UNAUDITED)

1. Nature of business and summary of significant accounting policies:

Nature of business, business combination, and basis of presentation:

Nolbo, Inc. (the "Company") was organized on June 22, 1998 as a Delaware
corporation for the purpose of acquiring all of the outstanding capital stock
of Gladstone's Grilled Chicken, Inc. ("GGCI") and Flame Broiled Chicken, Inc.
("FBCI"), two corporations under substantially common ownership with that of
the Company. On June 30, 1998 the Company acquired the stock of GGCI and FBCI
in exchange for the issuance by the Company of 905,000 shares of its common
stock. The transaction was accounted for in a manner similar to a pooling of
interests and, as such, the Company recorded the underlying acquired assets at
GGCI's and FBCI's cost basis. GGCI and FBCI own and operate two restaurants in
Tampa, Florida under the trade name of "Gladstone's Grilled Chicken".

GGCI and FBCI prepared their financial statements on a May 31 fiscal-year
basis. Accordingly, the accompanying audited financial statements include the
accounts of GGCI and FBCI as of May 31, 1998 and for each of the two years then
ended. Similarly, the accompanying unaudited financial statements include the
accounts of GGCI and FBCI as of September 30, 1998 and for the four months
ended September 30, 1998 and 1997. Intervening events from June 1 through June
30, 1998 and from October 1 through October 31, 1998 (unaudited) did not have a
significant effect on GGCI's or FBCI's financial position or results of
operations.

Details of results of operations of the previously separate enterprises
that are included in consolidated statements of operations and certain other
changes in stockholders' equity are as follows:

<TABLE>
<CAPTION>
GGCI and
Nolbo, Inc FBCI Total
------------ -------------- -------------
Year ended June 30, 1998
---------------------------------------------
<S> <C> <C> <C>
Net sales ..................................................... -- $1,026,404 $1,026,404
-- ---------- ----------
Net income (loss) ............................................. ($ 2,411) $ 21,353 $ 18,942
------- ---------- ----------
Other changes in stockholders' equity (distributions) ......... -- ($ 3,836) ($ 3,836)
------- ---------- ----------
<CAPTION>
Year ended June 30, 1997
---------------------------------------------
<S> <C> <C> <C>
Net sales ...................................................... -- $1,025,162 $1,025,162
---------- -----------
Net loss ....................................................... -- ($ 18,585) ($ 18,585)
-- ----------- ----------
Other changes in stockholders' equity (distributions) .......... -- ($ 4,059) ($ 4,059)
-- ----------- ----------
</TABLE>

Principles of consolidation:

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All intercompany accounts and transactions
have been eliminated in consolidation.

Use of estimates:

Preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and contingent
assets and liabilities at the dates of the financial statements and the
reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from these estimates.

Deferred offering costs:

Deferred offering costs, consisting of legal, accounting and underwriting
expenses, will be 1) amortized over the life of the related debt if related to
debt instruments, or 2) if related to an equity offering, either charged
directly against stockholders' equity upon completion of a successful offering
or charged to operations if the offering is aborted.

F-6
<PAGE>

NOLBO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1998 AND 1997 AND
FOUR MONTHS ENDED OCTOBER 31, 1998 AND 1997 (UNAUDITED) -- (Continued)

1. Nature of business and summary of significant accounting policies:
-- (Continued)

Inventory:

Inventory, consisting of food purchases and food production supplies, is
stated at the lower of cost or market. Cost is determined generally on a
first-in, first-out method.

Property and equipment:

Property and equipment are stated at cost. Depreciation is provided on the
straight-line method over the estimated useful lives of the assets. Useful
lives for property and equipment are as follows: Furniture, equipment, and
signs -- 7 years; leasehold improvements -- 15 years; vehicles -- 5 years.

Convertible long-term debt (unaudited):

As discussed in Note 3, from July through September, 1998, the Company
issued certain convertible notes payable with a beneficial conversion feature.
In accordance with guidance provided in Emerging Issues Task Force Topic D-60
"Accounting for the Issuance of Convertible Preferred Stock and Debt Securities
with a Non-detachable Conversion Feature", the Company recognized the value of
the beneficial conversion feature by allocating a portion of the debt proceeds
equal to the intrinsic value of the conversion feature to additional paid in
capital. The intrinsic value is equal to the difference between the conversion
price per share and the fair market value per share of the common stock into
which the debt is convertible, multiplied by the number of shares into which
the debt is convertible. The resulting debt discount was immediately charged to
interest expense since the debt is immediately convertible at the lender's
option.

The staff of the Securities and Exchange Commission has advised the
Company that, for purposes of determining the intrinsic value of the conversion
feature, the fair market value of the common stock into which the debt is
convertible should be equal to the offering price of the common stock
contemplated by this prospectus. Accordingly, the Company recorded interest
expense and additional paid-in capital of $150,000 (30,000 shares subject to
conversion multiplied by the $5 per share difference between $1 per share
conversion price and $6 per share fair market value of common stock).

Advertising costs:

The costs associated with producing and communicating advertising are
expensed in the period incurred. Advertising costs were approximately $19,500
and $17,500 during the years ended June 30, 1998 and 1997, respectively.

Income taxes:

The Company and each of its subsidiaries have filed separate federal and
state income tax returns.

Prior to June 30, 1998, FBCI elected, under the Internal Revenue Code, to
be treated as an S Corporation for income tax purposes. As such, FBCI did not
record any income tax expense or tax benefits in its financial statements since
such taxes or tax benefits are recognized by FBCI's shareholders in their
individual income tax returns.

The Company recognizes deferred income taxes for the tax consequences of
temporary differences between financial statement and taxable income by
applying enacted statutory tax rates applicable to future years to differences
between the financial statement carrying amounts and the tax basis of existing
assets and liabilities. Effective with the reorganization on June 30, 1998 (see
Nature of business, business combination and basis of presentation), FBCI's S
Corporation status was terminated and, as such, deferred income taxes were
provided on that date for the accumulated temporary differences between the tax
basis and financial reporting basis of FBCI's assets and liabilities.

F-7
<PAGE>

NOLBO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1998 AND 1997 AND
FOUR MONTHS ENDED OCTOBER 31, 1998 AND 1997 (UNAUDITED) -- (Continued)

1. Nature of business and summary of significant accounting policies:
-- (Continued)

Net income (loss) per share:

Net income (loss) per share was computed based on the weighted average
number of shares outstanding during the periods presented.

New accounting pronouncements:

In 1997, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive
Income", and SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information", and in 1998 the American Institute of Certified Public
Accountants issued Statement of Position 98-5, "Reporting on the Costs of
Start-Up Activities". All of these standards will be effective for the
Company's 1999 fiscal year. Future adoption of these new accounting standards
are not expected to have a significant effect on the Company's financial
position or results of operations.

Unaudited interim financial statements:

The unaudited balance sheet as of October 31, 1998, the unaudited
statements of operations, stockholders' equity and cash flows and footnote
disclosures for the four months ended October 31, 1998 and 1997 ("interim
financial information") have been prepared by the Company, and are unaudited.
In the opinion of the Company, the interim financial information includes all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of results of interim periods.

The interim financial information should be read in conjunction with the
Company's June 30, 1998 and 1997 audited financial statements appearing herein.
The results of operations for the periods ended October 31, 1998 and 1997 may
not be indicative of the operating results for the full year.

2. Property and equipment:

Property and equipment at June 30, 1998 consists of the following:

Furniture and equipment ............... $205,610
Leasehold improvements ................ 31,453
Signs ................................. 14,202
Vehicles .............................. 39,992
--------
291,257
Less accumulated depreciation ......... 241,126
--------
$ 50,131
========

F-8
<PAGE>

NOLBO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1998 AND 1997 AND
FOUR MONTHS ENDED OCTOBER 31, 1998 AND 1997 (UNAUDITED) -- (Continued)

3. Long term debt:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
October 31,
June 30,
1998 -----------
(Unaudited) 1998
------------- -----------
<S> <C> <C>
Notes payable, bank, bearing interest at 8.75%, collateralized by
equipment $ 15,808 $ 18,309
Notes payable bearing interest at 10%; interest-only payable
semi-annually in January and July; principal payable in August
2000, but immediately callable by the noteholders if the Com-
pany raises at least $1,000,000 in connection with any subse-
quent private or public offering of securities. $30,000 of these
notes are convertible into 30,000 shares ($1 per share) of the
Company's common stock at any time until maturity.(1) 150,000 --
-------- --------
165,808 18,309
Less current maturities 5,231 7,732
-------- --------
$160,577 $ 10,577
======== ========
Future maturities of long term debt are as follows:

Year ending October 31, (unaudited):
- ------------------------------------
1999 $ 5,231
2000 8,438
2001 152,139
--------
$165,808
========
</TABLE>

- ------------
(1) As discussed in Note 1, the Company has recorded interest expense of
$150,000 during the four months ended October 31, 1998 to recognize the
complete charge-off of loan discount related to this beneficial conversion
feature.

4. Due to/from related party:

At June 30, 1998, due to related party consisted of non-interest bearing
advances (due on demand) to an entity under common ownership control. Due from
related party at October 31, 1998 (unaudited) consisted of non-interest bearing
advances to a shareholder, due on demand. Commencing November 1, 1998, this
loan bears interest at the rate of 8% per annum.

The Company leases its principal office space from an entity related
through partial common ownership. Total rent expense associated with this lease
was approximately $4,800 during both of the years ended June 30, 1998 and 1997.

F-9
<PAGE>

NOLBO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1998 AND 1997 AND
FOUR MONTHS ENDED OCTOBER 31, 1998 AND 1997 (UNAUDITED) -- (Continued)

5. Income taxes:

Income tax (expense) benefit consists of the following:

<TABLE>
<CAPTION>
Year ended
June 30,
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Current .................................................... $ -- $ --
Deferred:
Deferred -- other ......................................... 1,000 (2,000)
Initial recognition of deferred income taxes resulting from
change in tax status .................................... 1,100 --
Benefit of net operating loss carryover ................... (4,000) 4,000
Change in valuation allowance ............................. 1,900 (2,000)
-------- --------
$ -- $ --
======== ========
</TABLE>

The proforma income data in the statements of operations provides
information as if the Company and its subsidiaries (including its former
S-Corporation subsidiary) had all been treated as a C-Corporation for income
tax purposes for all periods presented.

The expected income tax (expense) benefit at the statutory tax rate
differed from income taxes in the accompanying statements of operations, as
follows:

<TABLE>
<CAPTION>
Year ended
June 30,
-------------------------
1998 1997
---------- ------------
<S> <C> <C>
Statutory tax rate .................................................. 34.0% (34.0%)
Taxes attributable to FBCI's S Corporation earnings ................. (23.5) 10.8
Change in deferred tax valuation allowance .......................... (14.0) 24.5
Non-deductible permanent differences ................................ 7.3 1.0
Other ............................................................... ( 3.8) ( 2.3)
----- ------
Effective tax rate in accompanying statements of operations ......... 0% 0%
===== ======
</TABLE>

Components of deferred tax assets are as follows:

<TABLE>
<CAPTION>
Year ended
June 30,
---------------------------
1998 1997
------------ ------------
<S> <C> <C>
Net operating loss carryover .................................. $ 6,000 $ 10,000
Different depreciation methods/lives .......................... 10,100 6,000
Pre-opening costs capitalized for income tax purposes ......... 1,000 --
Deferred lease obligation ..................................... 10,000 13,000
Valuation allowance ........................................... (27,100) (29,000)
--------- ---------
$ -- $ --
========= =========
</TABLE>

GGCI has a net operating loss carryover available of approximately $14,700
available to offset future taxable income. This carryover expires in 2012.

F-10
<PAGE>

NOLBO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 1998 AND 1997 AND
FOUR MONTHS ENDED OCTOBER 31, 1998 AND 1997 (UNAUDITED) -- (Continued)

6. Commitments:

The Company leases restaurant space under non-cancelable operating leases.

Future minimum lease payments under non-cancelable operating leases, with
initial or remaining lease terms in excess of one year as of June 30, 1998 are
as follows:

Year ending June 30,
--------------------
1999 .................. $ 70,000
2000 .................. 46,000
2001 .................. 14,000
--------
$130,000
========

Rental expense relating to these leases was approximately $73,000 and
$70,000 during the years ended June 30, 1998 and 1997, respectively.

In 1995 GGCI was in arrears in the amount of $50,000 for back rent on one
of its restaurants. In November 1995, the lease agreement was renegotiated to
reduce monthly rental payments and provide for the prospective forgiveness of
$10,000 per calendar year of the $50,000 debt provided GGCI remains in full
compliance with the terms of the new lease agreement. In addition, all of
GGCI's assets were pledged as collateral on this obligation. Reductions in this
liability associated with the annual forgiveness are recognized as a reduction
of rent expense over the life of the new lease.

On July 1, 1998 the Company entered into three-year employment agreements
with three executive officers which provide for aggregate annual base
compensation of $115,000. In addition, the agreements provide for bonuses equal
to an aggregate of 17 1/2% of net cash flow, as defined, with aggregate minimum
and maximum annual bonuses of $19,500 and $51,000, respectively.

7. Financial instruments:

The carrying values of cash, accounts receivable and accounts payable
approximated fair value due to short-term maturities of these instruments. In
addition, the carrying value of long-term debt approximated fair value since
the stated interest rates approximate current market interest rates for similar
instruments.

8. Stock option plan:

During August 1998, the Company adopted a stock option plan, covering
50,000 shares of common stock, for employees, officers, directors and
consultants of the Company. No options have been granted as of September 1,
1998. Options granted will be exercisable up to 10 years from date of grant (5
years for incentive options granted to holders of more than 10% of the
Company's outstanding stock). Under the plan, the exercise price for incentive
options will be at least 100% of the fair market value of the stock at the date
of grant (110% for options granted to holders of 10% or more of the Company's
outstanding stock). Pursuant to the provisions of the Plan, the aggregate fair
market value (determined on the date of grant) of the shares of the Common
Stock for which incentive stock options are first exercisable under the terms
of the Plan by an option holder during any one calendar year cannot exceed
$100,000.

9. Proposed public offering:

The Company is attempting to complete a public offering of its common
stock under Regulation SB of the Securities Act of 1933. In that regard, the
Company proposes to sell from 200,000 (minimum) to 300,000 (maximum) shares of
its common stock at $6 per share, which is expected to yield net proceeds to
the Company of between $800,000 (minimum) and $1,300,000 (maximum). No
assurance can be given that the Company will be successful in completing this
offering.

F-11
<PAGE>

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

We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this Prospectus. You must
not rely on any unauthorized information. This Prospectus does not offer to
sell or buy any shares in any jurisdiction where it is unlawful. The
information in this Prospectus is current as of _________, 1999.

Until ____________, 1999 (90 days after the date of this Prospectus), all
dealers that buy, sell or trade these securities, whether or not participating
in this offering, may be required to deliver a Prospectus. This is in addition
to the dealers' obligation to deliver a Prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.

===============================================================================
<PAGE>
================================================================================

300,000 Shares

NOLBO, INC.

Common Stock

-----------
PROSPECTUS
-----------

J.W. BARCLAY & CO., INC.

____________, 1999

===============================================================================
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law, as amended, provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person 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 expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in good faith and in a manner the person 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. Section 145 further provides that a
corporation similarly may indemnify any such person serving in any such
capacity who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the
defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the
extent that the Delaware Court of chancery or such other court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnify for such expenses
which the Court of Chancery or such other court shall deem proper.

Article IX of the By-Laws of Nolbo provides for indemnification of
officers, directors, employees and agents to the maximum extent permitted under
the Delaware General Corporation Law. The employment agreement with each of
Nolbo's three officers provides for his indemnification to the full extent
permitted by law.

Nolbo's Certificate of Incorporation contains a provision eliminating the
personal monetary liability of directors to the extent allowed under the
General Corporation Law of the State of Delaware. Under the provision, a
stockholder is able to prosecute an action against a director for monetary
damages only if he can show a breach of the duty of loyalty, a failure to act
in good faith, intentional misconduct, a knowing violation of law, an improper
personal benefit or an illegal dividend or stock repurchase, as referred to in
the provision, and not "negligence" or "gross negligence" in satisfying his
duty of care. In addition, the provision applies only to claims against a
director arising out of his role as a director and not, if he is also an
officer, his role, as an officer or in any other capacity or to his
responsibilities under any other law, such as federal securities laws.

Item 25. Other Expenses of Issuance and Distribution.

The estimated expenses in connection with this offering, other than
underwriting commissions, non-accountable expense allowance and financial
consulting fee are as follows:

SEC filing fees ...................... $ 610.66
NASD fees ............................ 707.00
Accounting fees and expenses ......... 20,000.00*
Legal fees ........................... 60,000.00
Blue Sky fees and expenses ........... 50,000.00*
Printing and engraving ............... 70,000.00*
Miscellaneous expenses ............... 18,682.34*
------------
TOTAL ................................ $ 220,000.00
============

- ------------
* Estimated

Nolbo will bear all expenses shown above.

II-1
<PAGE>

Item 26. Recent Sales of Unregistered Securities.

The following shares of unregistered securities have been issued by the
Registrant since its incorporation in Delaware. There were no underwriting
discounts and commissions paid in connection with the issuance of any of said
securities.

Effective June 30, 1998, Nolbo acquired its two operating subsidiaries.
namely, Flame Broiled Chicken, Inc. and Gladstone's Grilled Chicken, Inc., in
exchange for 905,000 shares of Nolbo's common stock. In connection with such
transactions, Nolbo issued the following: 280,000 shares to Bo Grektorp in
exchange for his interest in Gladstone's Grilled Chicken, Inc; .5,000 shares to
Kenneth Hansen in exchange for his interest in Flame Broiled Chicken, Inc.; and
an aggregate of 620,000 shares to Marvin Nolley in exchange for his interest in
Flame Broiled Chicken, Inc. and Gladstone's Grilled Chicken, Inc. Nolbo also
issued at $1.00 per share an additional 1,000 shares in connection with Nolbo's
incorporation. Exemption is claimed for the foregoing sale pursuant to Section
4(2) of the Securities Act of 1933, as amended (the "Act"), inasmuch as the
transactions did not involve a public offering within the meaning of Section
4(2) of the Act. All purchases were afforded access to information and had
knowledge and experience in financial and business matters that they were
capable of evaluation of the merits and risks of such investment and were able
to bear the economic risk thereof.

Between July 29 and September 18, 1998, Nolbo raised $150,000 in bridge
financing from four affiliated investors (the "Bridge Lenders") namely, Randy
Brodsky, Enrique Urrutia, Philip Jahoor and Wilfrid Chalme. In exchange for
such loans, Nolbo issued to the Bridge Lenders non-convertible notes due the
earlier of the completion of the Offering or two years from the date of
issuance in the principal amount of $120,000 (the "Non-Convertible Notes") and
convertible notes in the principal amount of $30,000 due two years from the
date of issuance (the "Convertible Notes"). The Convertible Notes and
Non-Convertible Notes are collectively referred to as the "Notes." Each Note
bears interest at the rate of ten (10%) percent per annum. The principal of the
Convertible Notes is convertible at the option of the holder into shares of
Nolbo's common stock at $1.00 per share at anytime from the date of issuance
until the Convertible Notes are retired. Exemption is claimed for the foregoing
sale pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Act"), inasmuch as the transactions did not involve a public offering within
the meaning of Section 4(2) of the Act. All purchases were afforded access to
information and had knowledge and experience in financial and business matters
that they were capable of evaluation of the merits and risks of such investment
and were able to bear the economic risk thereof. Exemption is also claimed
under Rule 505 and 506 of the Act. All purchasers were accredited investors as
that term is defined under Rule 501. Commissions and finders' fees totaling
$15,000 were paid to Caribbean Securities LLC and Ed Jean-Pierre, who at that
time was a registered representative of Montrose Capital Management, Ltd. and
J.W. Barclay & Co., Inc.

Item 27. Exhibits.

All Exhibits have been previously filed herewith unless otherwise noted.

Exhibit 1.0 Underwriting Agreement
1.1 Selected Dealer Agreement
1.2 Financial Consulting Agreement
1.3 Escrow Agreement
3.0 Certificate of Incorporation
3.1 Certificate of Amendment
3.2 By-Laws
4.0 Specimen of Common Stock**
4.3 Form of Underwriter's Warrant
5.0 Opinion of Lester Morse P.C.
10.0 Lease for Downtown Tampa, Florida Restaurant**
10.1 Lease for Terrace Ridge Plaza**
10.2 Lease for principal executive office**
10.3 Employment Contract-Marvin Nolley
10.4 Employment Contract-Bo Grektorp
10.5 Employment Contract-Sean Flaherty

II-2
<PAGE>

10.6 Form of bridge financing agreement*
23.0 Consent of Aidman, Piser & Company, P.A.*
23.1 Consent of Lester Morse P.C. (included in Exhibit 5.0)
27.0 Financial Data Schedule*
- ------------
* Filed herewith.
** To be filed by amendment.

Item 28. Undertakings.

(a) Rule 415 Offering

Nolbo will:

1. File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:

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

(ii) Reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) Include any additional or changed material information on the
plan of distribution;

2. For determining liability under the Securities Act, treat each such
post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering.

3. File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(b) Equity Offerings of Nonreporting Small Business Issuers

Nolbo will 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.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of Nolbo
pursuant to the provisions referred to in Item 24 of this Registration
Statement or otherwise, Nolbo 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.
In the event that a claim for indemnification against such liabilities
(other than the payment by Nolbo of expenses incurred or paid by a
director, officer or controlling person of Nolbo in the successful defense
of any action, suite or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
Nolbo 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 Securities Act and will be governed by
the final adjudication of such issue.

II-3
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form SB-2, and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of Tampa, State of Florida, on this 21st day of January, 1999.

NOLBO, INC.

By: /s/ Marvin M. Nolley
-------------------------------------

President and Chief

Operating Officer

In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement was signed by the following persons in the
capacities and on the dates stated.

Signature Title Date
--------- ----- ----

/s/ Marvin M. Nolley President, Chief Executive January 21, 1999
- ---------------------- Officer, Director
Marvin M. Nolley

/s/ Bo G. Grektorp Vice-President, Director January 21, 1999
- ----------------------
Bo G. Grektorp

/s/ Hans Bremstrom Director January 21, 1999
- ----------------------
Hans Bremstrom

/s/ Sean Flaherty Chief Financial and Accounting
- ---------------------- Officer, Treasurer, Secretary
Sean Flaherty Director January 21, 1999

II-4
<PAGE>

Exhibit Index

All Exhibits have been previously filed herewith unless otherwise noted.

- ------------
* Filed herewith.
** To be filed by amendment.

<PAGE>

Exhibit 10.6 - Form of Bridge Financing Agreement

Marbo, Inc.
8426 Sunstate Street July 20, 1998
Tampa, Florida 33634

Gentlemen:

PART I

The undersigned is aware that:

A. Marbo, Inc. (the "Company") is hereby offering to sell on a "best
efforts basis" up to six Units of promissory notes in order to raise $150,000.
No refund shall be made if the Company raises less than $150,000. The notes
shall be sold in Units, each Unit consisting of a $20,000 Non-Convertible Note
and a $5,000 Convertible Note. The Convertible Note shall be convertible at the
option of the Holder into 5,000 shares of Common Stock (the "shares") of the
Company at a purchase price of $1.00 per share at any time from the date of
issuance until, the Convertible Note is retired. Both notes shall bear interest
at the rate of 10% per annum payable semi-annually, but due and payable as to
principal and unpaid interest at the end of two years from the date of issuance
and be prepayable at the option of the holder in the event that the Company is
successful in raising gross proceeds of at least $1,000,000 through either a
public or private offering. The Convertible Notes, Non Convertible Notes and the
shares are collectively the "Securities."

B. The shares of stock into which the convertible notes may be
converted shall be subject to a lock-up provision so that the holders of the
shares may not publicly resell them for a period of one year from the date of
completion of the Company's initial public offering without the prior written
consent of Edwin Jean-Pierre or the Managing Underwriter of its initial public
offering. Further, the undersigned shall hereby designate Edwin Jean-Pierre to
act as attorney-in-fact to extend the lock-up period for up to one additional
year if required by the National Association of Securities Dealers, Inc. or an
Exchange for the Company's public offering to be effective.

<PAGE>

C. Caribbean Securities LLC, 63 Wall Street, New York, NY 10005, will
act as Placement Agent in connection with this offering and will receive a
commission of 10% as compensation for soliciting investors to purchase in this
offering; however, in the event sales are made to Company referred investors,
the commission will not exceed 1-1/2%. The Placement Agent and the Company have
entered into a Placement Agent Agreement which provides for reciprocal
indemnification between the Company and the Placement Agent against certain
liabilities in connection with this offering, including liabilities under the
Securities Act of 1933, as amended (the "Act"). Insofar as indemnification for
liabilities arising under the Act may be provided to officers, directors or
persons controlling the Company, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy and is therefore unenforceable. The Company has agreed to
pay a finder's fee to Ed Jean Pierre equal to 8-1/2% of the gross proceeds of
the offering. In the event that the amount of commissions and finder's fees were
to exceed $15,000, then the amount paid to Mr. Pierre will be reduced so that it
will not exceed $15,000 less the amount paid to Caribbean Securities LLC.

D. The shares to be issued upon conversion of the Convertible Notes
would entitle the holders thereof to one vote per share regarding all matters
coming up for a shareholder's vote. There would be no cumulative or pre-emptive
rights attached to any of the shares.

E. Prior to the completion of this offering, the Company will have
outstanding 905,000 shares of its Common Stock issued to officers, directors and
employees of the Company which will be issued in connection with the acquisition
of Gladstone's Grilled Chicken, Inc. and Flame Broiled Chicken, Inc.

F. The Company was incorporated on June 22, 1998 in the State of
Delaware. It was incorporated for the purpose of acquiring all of the assets of
Gladstone's Grilled Chicken, Inc. and Flame Broiled Chicken, Inc., which will
then become wholly-owned subsidiaries. The two corporations operate restaurants
known as Gladstone's Grilled Chicken in Tampa, Florida.

G. The undersigned, if an American citizen or resident, represents and
warrants the following:

(a) I can bear the economic risk of this investment and can
afford a complete loss thereof. I (i) have sufficient liquid assets and have
adequate means of providing for my current and presently foreseeable future
needs, (ii) have no present need for liquidity of my investment in the
securities of the Company and (iii) will not have an overall commitment to
non-marketable investments disproportionate to my net worth.

(b) I qualify as an "Accredited Investor" as defined in
Regulation D, under the Act because I meet one or more of the following
requirements: (Please check the appropriate item):

(1) the investor is a natural person whose net worth, or joint net
worth with spouse, at the time of purchase, exceeds $1,000,000 (including the
value of home, home furnishings and automobiles).

<PAGE>

(2) the investor is a natural person whose individual gross income
(excluding that of spouse) exceeded $200,000 in each of the last two calendar
years, and who reasonably expects individual gross income exceeding $200,000 in
the current calendar year; or for such periods, the combined income of the
investor with spouse exceeded and is expected to exceed $300,000.

(3) the investor is an employment benefit plan within the meaning of
the Employment Retirement Income Security Act of 1974 and either (A) the
employee benefit plan has total assets in excess of $5,000,000, or (B) if a
self-directed plan, then the investment decisions are made solely by persons
that qualify as accredited investors as defined in (i) or (ii) above.

(4) the investor is a trust, with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the securities offered whose
purchase is directed by a sophisticated person as described in Rule 506
(b)(2)(ii) under the Securities Act of 1933.

(5) the investor is an entity in which all the equity owners qualify as
accredited investors.

(6) the investor is an organization described in Section 501(c)(3) of
the Internal Revenue Code, corporation, Massachusetts or similar business trust,
or partnership, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000.

(7) the investor is a bank as defined in section 3(a)(2) of the Act ,
or savings and loan association or other institution as defined in section
3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a
broker or dealer registered pursuant to section 15 of the Securities Exchange
Act of 1934; an insurance company as defined in section 2(13) of the Act; an
investment company registered under the Investment Company Act of 1940 or a
business development company as defined in section 2(a)(48) of that Act; a Small
Business Investment Company licensed by the U.S. Small Business Administration
under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan
established and maintained by a state, its political subdivisions, or any agency
or instrumentality of a state or its political subdivisions for the benefit of
its employees, and such plan has total assets in excess of $5,000,000; an
employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974 and the investment decision is made by a plan fiduciary, as
defined in section 3(21) of such Act, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or the
employee benefit plan has total assets in excess of $5,000,000 or, a
self-directed plan, with investment decisions made solely by persons that are
accredited investors.

(8) The investor is a private business development company as defined
in section 202(a)(22) of the Investment Advisers Act of 1940.

PART II

The undersigned whether United States citizen, United States resident,
United States citizen, or non-United States resident represents and warrants:

<PAGE>

A. I and such other persons whom I have found it necessary or advisable
to consult, have sufficient knowledge and experience in business and financial
matters to evaluate the risks of the investment and to make an informed
investment decision with respect thereto.

B. I am fully aware of the risks of investing in the Company, which is
also a development stage company and that I may lose all or a portion of my
investment from Units purchased from the Company.

C. I have had the opportunity to ask questions of, and to receive
answers from, the Company and Marvin Nolley and Bo Gregtorp with respect to the
Company, the terms and conditions of the offering and the Company's plan of
operation. The undersigned's representations, if any, and I have been offered
access to the books and records of the Company (i) relating to my purchase of
the securities and (ii) which were necessary to verify the accuracy of any
information which was furnished to me. All materials and information requested
by either me or other persons representing me, including any information
requested to verify any information furnished, have been made available. I
acknowledge that I have received no representations or warranties from the
Company, its employees or agents in making this investment decision.

D. I am aware that the purchase of the Units of the Company is a
speculative investment involving a high degree of risk and that there is no
guarantee that I will realize any gain from my investment and that I could lose
the total amount of my investment.

E. I understand that the Company is not a public corporation and that
although it plans to become a public corporation, there are no registration
rights relating to the securities of the Company. I understand that the Units of
the Company are being sold in reliance upon the exemption for private offerings
contained in Regulation D promulgated under the Act and the laws of such
jurisdictions, based upon the fact that this offering of Units will only be made
to a limited number of accredited investors (as defined in Regulation D) and to
certain individuals and/or corporations, which are neither residents or citizens
of the United States. I am fully aware that the Units to be acquired by me are
acquired in reliance upon such exemptions based upon my representations,
warranties and agreements. I am fully aware that I must bear the economic risk
of my investment herein for the period of time which is required by the Act
because the offering has not been registered under the Act and, therefore, the
Units cannot be offered or sold unless subsequently registered under the Act or
an exemption from such registration is available. I understand that no federal
or state agency has passed upon or made any recommendation or endorsement of the
Units.

<PAGE>

F. I am making the investment hereunder for my own account and not for
the account of others and for investment purposes only and not with a view to or
for the transfer, assignment, resale or distribution thereof, in whole or in
part. I have no present plans to enter into any such contract, undertaking,
agreement or arrangement. I understand that the statutory basis on which the
Units of the Company are being sold to me and others would not be available if
my present intention were to hold the securities of the Company for a fixed
period or until the occurrence of a certain event. I will not pledge, transfer
or assign this Subscription Agreement.

G. The transferability of the shares of Common Stock of Marbo will be
restricted under the Federal and state securities laws and will contain legends
substantially as follows:

"No sale, offer to sell or transfer of the shares represented by this
certificate shall be made unless a registration statement under the
Federal Securities Act of 1933, as amended, with respect to such
securities is then in effect or an exemption from the registration
requirement of such Act is then in fact applicable to such transfer."

H. The undersigned is bona fide permanent resident of and is domiciled
in the state or country as set forth on the signature page hereof and has no
present intention of becoming a resident of any other state or jurisdiction, or
if a partnership, trust, corporation or other entity, has a principal place of
business and is domiciled in the state or country as set forth on the signature
page hereof and has no present intention of changing its principal place of
business or its domicile to any other state or jurisdiction.

I. The undersigned represents that the funds provided for this
investment are either separate property of the undersigned, community property
over which the undersigned has the right of control, or are otherwise funds as
to which the undersigned has the sole right of management.

J. FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If
the undersigned is a partnership, corporation, trust or other entity, (i) the
undersigned has enclosed with this Subscription Agreement appropriate evidence
of the authority of the individual executing this Subscription Agreement to act
on its behalf (i.e., if a trust, copy of the trust agreement; if a corporation,,
a certified corporate resolution authorizing the signature and a copy of the
articles of incorporation; or if a partnership, a copy of the partnership
agreement), (ii) the undersigned represents and warrants that it was not
organized for the specific purpose of acquiring Securities of the Company, and
(iii) the undersigned has the full power and authority to execute this
Subscription Agreement on behalf of such entity and to make the representations
and warranties made herein on its behalf and this investment in the Company has
been affirmatively authorized by the governing board of such entity and is not
prohibited by the governing documents of the entity.

I understand the meaning and legal consequences of the foregoing
representations and warranties, which are true and correct as of the date hereof
and will be true and correct as of the date that my purchase of the Units of the
Company subscribed for herein has been accepted by the Company. Each such
representation and warranty shall survive such purchase.

<PAGE>

PART III

A. Representations and Warranties of the Company.

The Company has been duly and validly incorporated and is
validly existing and in good standing as a corporation under the laws of the
State of Delaware. The Company has all requisite power and authority, and all
necessary authorizations, approvals and orders required as of the date hereof to
own properties and conduct its proposed business and to enter into this
Subscription Agreement and to be bound by the provisions and conditions hereof.

B. No Waiver. Except as otherwise specifically provided for hereunder,
no party shall be deemed to have waived any of his or its rights hereunder or
under any other agreement, instrument or papers signed by him or it with respect
to the subject matter hereof unless such waiver is in writing and signed by the
party waiving said right. Except as otherwise specifically provided for
hereunder, no delay or omission by any party in exercising any right with
respect to the subject matter hereof shall operate as a waiver of such right or
of any such other right. A waiver on any one occasion with respect to the
subject matter hereof shall not be construed as a bar to, or waiver of, any
right or remedy on any future occasion. All rights and remedies with respect to
the subject matter hereof, whether evidenced hereby or by any other agreement,
instrument, or paper, will be cumulative, and may be exercised separately or
concurrently.

C . Entire Agreement. The parties have not made any representations or
warranties with respect to the subject matter hereof not set forth herein. This
Subscription Agreement, together with any instruments executed simultaneously
hereof, constitutes the entire agreement between the parties with respect to the
subject matter hereof. All understandings and agreements heretofore had between
the parties with respect to the subject matter hereof are merged in this
Subscription Agreement, which fully and completely expresses their agreement.

D. Changes. This Agreement may not be changed, modified, extended,
terminated or discharged orally, but only by an agreement in writing, which is
signed by all of the parties to this Agreement.

E. Further Documents. The parties agree to execute any and all such
other and further instruments and documents, and to take any and all such
further actions reasonably required to effectuate this Agreement and the intent
and purposes hereof.

F. Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be mailed by Registered or Certified
Mail, Return Receipt Requested, postage prepaid, as follows:

<PAGE>

To the Purchaser: To the Address listed at the end of
this Subscription Agreement

To the Company: To the address specified on page 1

Copy to: Lester Morse P.C.
111 Great Neck Road., Suite 420
Great Neck, NY 11021

or in each case to such other address as shall have last been furnished by like
notice. If mailing by Registered or Certified Mail is impossible due to an
absence of postal service, notice shall be in writing and personally delivered
to the aforesaid address. Each notice or communication shall be deemed to have
been given as of the date so mailed or delivered, as the case may be.

G. Governing Law. This Agreement shall be construed and enforced in
accordance with the internal laws of the State of New York, without giving
effect to the principles of conflicts of law.

H. Transferability. This Subscription Agreement shall be binding upon
and inure to the benefit of the parties hereto and their heirs, executors,
administrators, personal representatives and successor. The undersigned agrees
not to transfer or assign this Subscription Agreement or the Securities to be
issued by Marbo. Pursuant to the terms of this Subscription Agreement, the
undersigned will not be permitted to sell or otherwise transfer the Securities
that the undersigned has purchased from the Company or may receive upon
conversion of the Convertible Notes without the consent of the Company, which
consent can be unreasonably withheld and that the Securities without such
consent may only be transferred under the laws of dissent and distribution,
subject to the transferee agreeing to be bound by the provisions of this
Agreement. Further, any transfer of the securities of the Company if consented
to by the Company shall be made only in accordance with all applicable federal
and state laws.

PART IV

A. Describe whether you or any member of your immediate family has any
direct or indirect affiliation or association as an officer, director, general
partner, employee or agent with any member firm of the National Association of
Securities Dealers, Inc. or any other broker and whether you or any member of
your immediate family is a senior officer of a bank, savings and loan
institution, insurance company, registered investment company, registered
investment advisory firm or any similar institutional-type investor and whether
you or any member influences the buying or selling of securities by any such
entity (If the answer is none, kindly write none):

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

<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this ____ day of _____________, 1998.

----------------------------------------
Name (Please Print)

----------------------------------------
Signature

Address to which information regarding this subscription should be mailed

----------------------------------------
Street Address

----------------------------------------
City State Zip

( )

----------------------------------------
Daytime Telephone Number

----------------------------------------
Social Security Number
The number of Unit(s) accepted
by Marbo, Inc. ________

ACCEPTED AND AGREED TO
THIS ____ DAY OF __________, 1998

MARBO, INC.

By:______________________________
Authorized Officer

<PAGE>

EXHIBIT 23

CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS

Nolbo, Inc.
Tampa, FL

As independent certified public accountants for Nolbo, Inc., we hereby
consent to the use in this Amendment No. 1 to Form SB-2 Registration Statement
for Nolbo, Inc. of our report included herein, which has a date of September 1,
1998, relating to the balance sheet of Nolbo, Inc. as of June 30, 1998 and the
related statements of operations, cash flows, and stockholders' equity for each
of the two years in the period ended June 30, 1998 and to the reference to our
firm under the caption "Experts" in the Prospectus.

/s/ Aidman, Piser & Company, P.A.

Tampa, FL
January 21, 1999

<ARTICLE> 5

<S> <C> <C>
<PERIOD-TYPE> 4-MOS YEAR
<FISCAL-YEAR-END> JUN-30-1999 JUN-30-1998
<PERIOD-START> JUL-1-1998 JUL-1-1997
<PERIOD-END> OCT-31-1998 JUN-30-1997
<CASH> 69,302 10,262
<SECURITIES> 0 0
<RECEIVABLES> 2,284 3,033
<ALLOWANCES> 0 0
<INVENTORY> 14,749 11,871
<CURRENT-ASSETS> 97,458 25,166
<PP&E> 291,661 291,257
<DEPRECIATION> 244,153 (241,126)
<TOTAL-ASSETS> 222,606 88,136
<CURRENT-LIABILITIES> 39,159 45,562
<BONDS> 0 0
0 0
0 0
<COMMON> 259,798 109,798
<OTHER-SE> (258,178) (102,384)
<TOTAL-LIABILITY-AND-EQUITY> 222,606 88,136
<SALES> 345,983 1,026,404
<TOTAL-REVENUES> 345,983 1,026,404
<CGS> 115,709 344,487
<TOTAL-COSTS> 115,709 344,487
<OTHER-EXPENSES> 231,750 661,362
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 152,055 4,113
<INCOME-PRETAX> (153,531) 18,942
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (153,531) 18,942
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (153,531) 18,942
<EPS-PRIMARY> (.17) .02
<EPS-DILUTED> (.17) .02

</TABLE>