SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
UNDER REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the Fiscal Year Ended: June 30, 1996 Commission File No.
2-78287-NY
FOOD CONCEPTS, INC.
exact name of registrant as specified in its charter
NEVADA 13-3124057
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6601 Lyons Road
Suite C-12
Coconut Creek, Florida 33073
(address of principal executive office)
Registrant's telephone number, including area code:(954) 420-0882
Indicate by check mark whether the registrant has filed all
annual, quarterly and other reports required to be filed with the
Commission within the past ninety days and in addition, has filed
the most recent annual report required to be filed.
Yes [x] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check marks whether the registrant has filed all
documents and reports required to be filed by Sections 2, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock $.0001 par value, 3,894,744
(Title of Class) (Shares outstanding at
June 30, 1996)
<PAGE> 1
ITEM 1. BUSINESS
General
Food Concepts, Inc., the Company, formerly known as Granite,
Ltd. and then Savon Coffee, Inc. was incorporated under the law
of the State of Nevada on June 16, 1982.
The Company was founded to provide gourmet and specialty
coffees to consumers. Food Concepts is a roaster, packer and
seller of roasted coffees and produces over 70 flavored coffees.
It distributes it's products through sales representatives
advertising specialty companies and the United States Army. In
addition, the Company sells orders obtained directly from
customers such as restaurants, coffee houses and retailers.
The Company has approximately 700 accounts and a market that
is very diversified.
The Company purchases its coffee beans through coffee
importers and agents. The principal sources for such raw
materials are South America, Central America and Africa as well
as any other areas where coffee beans are grown and exported. It
is the Company's opinion that sources of raw materials while
their prices do fluctuate are plentiful on the world market.
Food Concepts owns the registered intellectual property
right charters listed as follows:
"Coffee Lovers Six Pack" (registered mark number
151,553,926, said mark having been registered with United States
Patent Office and the mark was issued on August 29, 1989 and is
valid for 20 years).
"Coffee Lovers Coffee" (registered mark number 1,673566
registered in the United States Patent Office and issued on
January 28, 1992 and valid for 10 years).
The above marks have been registered in applicable states
where necessary.
ITEM 2. PROPERTIES
The Company presently leases 6800 square feet of warehouse
and office space at 6601 Lyons Road, Suite C-12, Coconut Creek,
Florida 33073. The term of said lease is for five years and two
months commencing the 12th day of February, 1996. The rent for
the first 26 months is fixed and the remaining 36 months is
subject to a formula which is provided in the lease.
<PAGE> 2
ITEM 3. LEGAL PROCEEDINGS
Coffee House Holding Company has filed a law suit against
Savon Coffee in the amount of $7,524 plus a percentage of gross
profit for not fulfilling an agreement to purchase coffee
exclusively from Coffee House Holding. The Company expects to be
successful in this matter.
The Company has commenced an action in the Circuit Court of
the Seventeenth Judicial Circuit in and for Broward County,
Florida bearing docket number 96-09431-11 entitled Food Concepts,
Inc. vs. Lasorda's Dug Out, Inc., a Florida corporation, et al.
The Company is seeking damages in the amount of $200,000. The
Company expects to be successful in this matter.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
On October 25, 1995 Granite, Ltd. the predecessor of Food
Concepts, Inc. acquired all of the outstanding stock of Savon
Coffee, Inc. for 20,000,000 shares of Granite common stock $.0001
par value which was subsequently reverse split one for ten
leaving 2,000,000 shares $.001 par value which then constituted
approximately 85.6 percent of the corporation Granite reserved or
issued outstanding securities in consideration for the conveyance
of all shares of Savon stock which then constituted 100 percent
of Savon's authorized issued and outstanding securities. In
conjunction therewith the Certificate of Incorporation of Granite
was amended affecting a one for ten reverse split of the
corporations common stock $.0001 par value (converting the
50,000,000 shares then authorized into 5,000,000 shares, $.001
par value, and the 3,327,300 then outstanding into 332,700
shares, $.0001 par value, followed by an increase in the
resulting authorized capitalization of Granite from 5,000,000
shares, $.0001 par value to 20,000,000, $0001 par value.
Subsequent thereto the name of the Company was changed from
Granite, Ltd. to Savon Coffee, Inc. a Nevada corporation and said
Savon subsequently had its name changed to Food Concepts, Inc. a
Nevada corporation on March 26, 1996. The common stock and
warrants are traded in the over the counter market on a National
Association of Security Dealers Automatic Quotation System
(NASDAQ). There is no other
<PAGE> 3
established market for the Company's securities. The following
table sets forth the range of high and low bid prices for the
Company's common stock as quoted by NASDAQ. These quotations set
forth below represent prices between dealers in securities and do
not reflect retail markups, markdowns, or commissions and do not
necessarily represent actual transactions.
<TABLE>
<CAPTION>
SHARES OVER THE COUNTER
BID OFFER
<S> <C> <C>
Quarter Ending High 1 cent 1 cent
June 30, 1995 Low 1 cent 1 cent
Quarter Ending High 1 cent 1 cent
October 31, 1995 Low 1 cent 1 cent
Quarter Ending High $1.00 $1.125
February 28, 1996 Low 75 cents $1.00
Quarter Ending High .968 cents .9375 cents
June 30, 1996 Low .85 cents .83 cents
Number of Shareholders - 374
Dividends - None
</TABLE>
As of June 30, 1996 there were in excess of 350 shareholders
(based on the number of shareholders of record and an
approximation of the number of beneficial owners of common
stock). Holders of common stock are entitled to dividends when,
as, and if declared by the Board of Directors out of funds
legally available therefore. The Company has not paid any cash
dividends on its common stock and, for the immediate future,
intends to retain earnings, if any, to finance development and
expansion of its business. Future dividends policy is subject to
the discretion of the Board of Directors.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<S> <C>
Operating Income $(74,896.00)
Income from Continuing Operations $(74,896.00)
Total Income $(95,482.00)
Loss per Share $(.041)
Total Assets $340,332.00
Current Liabilities $198,523.00
Long Term Obligations $ -0-
Dividends $ -0-
</TABLE>
<PAGE> 4
ITEM 7. MANAGEMENTS DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION
AS A RESULT OF OPERATIONS.
Liquidity and capital resources
OPERATIONS. The Company, Food Concepts, Inc., which evolved from
Savon Coffee, Inc. was originally founded by its now president
and vice president Herbert Glaubman and Francis Resnick
respectively in August of 1986. The Company was originally
located at 5197 Northwest 15th Street, Margate, Florida. The
Company has maintained various locations from August 1986 through
1993 during which time the Company was a development stage
enterprise funded primarily by the founders. On October 27, 1995
the Company by virtue of a reorganization agreement wherein
Granite, Ltd., a publicly traded Nevada corporation, acquired
Savon Coffee, Inc. which subsequently changed its name to Food
Concepts, Inc. became a public company trading its stock on the
OTC bulletin board.
The Company does not presently have any specific plan or
arrangement for alternate financing and there is no assurance
that any will be available to the Company.
ACQUISITIONS
On October 27, 1995, the Company acquired all of the issued
and outstanding common stock of Savon Coffee, Inc. whose
principal business consists of manufacture and direct sales
distributing of Gourmet Coffee, for 20,000,000 shares (pre-split)
of common stock.
On January 1, 1996, the Company acquired all of the issued
and outstanding common stock of Palm Beach Gourmet Coffee, Inc.,
whose principal business is direct sales of Gourmet Coffee, in
exchange for 50,000 shares of common stock of the Company.
ITEM 8. FINANCIAL DATA
FOOD CONCEPTS, INC.
AND SUBSIDIARIES
AUDITED FINANCIAL STATEMENTS
JUNE 30, 1996
<PAGE> 5
FOOD CONCEPTS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Report of Certified Public Accountants
on the Financial Statements 6
Financial Statements
Consolidated Balance Sheet 8
Consolidated Statement of Operations 9
Consolidated Statement of Shareholders, Equity 10
Consolidated Statement of Cash Flows 11
Notes to Consolidated Financial Statements 12 - 15
<PAGE> 6
JOEL S. BAUM P.A.
CERTIFIED PUBLIC ACCOUNTANT MEMBER
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
AICPA SEC. & PRIVATE COMPANIES DIVISION
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Food Concepts, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheet of
Food Concepts, Inc and Subsidiaries as of June 30, 1996 and the
related consolidated statement of operations, stockholders,
equity and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects the financial position
of Food Concepts, Inc. and Subsidiaries as of June 30, 1996 and
the results of its operations for the year then ended in
conformity with generally accepted accounting principles.
/S/ JOEL BAUM
JOEL BAUM P.A.
Coral Springs, Florida
September 1, 1996
1515 University Drive, Coral Springs, Florida 33071
N. Broward (305) 752-1712, S. Broward (305) 344-6994
<PAGE> 7
FOOD CONCEPTS, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
<TABLE>
<CAPTION>
1996
ASSETS
<S> <C>
Current Assets
Cash and Cash Equivalents $ (11,201)
Accounts Receivable 127,387
inventory (Note 1) 180,946
Prepaid Expenses 375
Total Current Assets 297,507
Property, Plant & Equipment (Note 2)
(Net of Accumulated Depreciation of $27,221) 36,165
Other Assets
Refundable Deposits 6,660
Total Assets 340,332
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES and SHAREHOLDERS' EQUITY
<S> <C>
Current Liabilities
Accounts Payable $ 134,988
Accrued Expenses 11,743
Notes Payable - Short-Term (Note 3) 51,792
Total Current Liabilities 198,523
Shareholders' Equity
Common Stock - $.001 par value;
authorized 20,000,000; issued and
outstanding - 3,894,744 shares at
June 30, 1996 3,895
Additional Pain-In-Capital 895,219
Accumulative Deficit (757,305)
Total Shareholders' Equity 141,809
Total Liabilities & Shareholders' Equity $ 340,332
See Accompanying Notes to consolidated Financial Statements.
</TABLE>
<PAGE> 8
FOOD CONCEPTS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
1996
<S> <C>
Sales $ 745,671
Cost of Sales 363,061
Gross Profit 382,610
Operating Expenses:
General & Administrative 457,506
Loss Before Interest Expense (74,896)
Interest Expense 20,586
Net Loss Before Income Taxes (95,482)
Provision for income Taxes (Note 1) - 0 -
Net Loss $(95,482)
Loss Per Common Share (Note 1) (.041)
Weighted Average Common Shares outstanding (Note 1) 2,308,900
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
<PAGE> 9
FOOD CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATE STATEMENT OF SHAREHOLDERS' EQUITY
JUNE 30, 1996
<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN ACCUMULATED
STOCK CAPITAL DEFICIT
<S> <C> <C> <C>
Balance June 30, 1996 333 $455,810 $(540,773)
Additional Stock issued
For Acquisition of
Subsidiary
October 27, 1995 1,900 - 0 - (74,473)
Additional Stock Issued
for Acquisition of
Subsidiary
January 1, 1996 50 - 0 - (46,577)
Additional Stock Issued
for S-8 offering
January 4, 1996 600 - 0 - - 0 -
Additional stock Issued
for S-8 offering
May 2, 1996 900 - 0 - - 0 -
Additional Stock Issued
For Shareholders'
Contribution 112 439,409 - 0 -
Net Loss June 30, 1996 - 0 - - 0 - (95,482)
TOTAL: 3,895 $895,219 (757,305)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements-
<PAGE> 10
FOOD CONCEPTS, INC. AND SUBSIDIARIES
CONSOLIDATE STATEMENT OF CASE FLOWS
JUNE 30, 1996
<TABLE>
<CAPTION>
1996
<S> <C>
Cash Flows From Operations:
Net Income (Loss) (95,482)
Adjustments to Reconcile Net Income To
Net Cash Used for Operating Activities:
Depreciation 9,876
Shareholder Loan Contributed to Capital (93,534)
Changes in Assets and Liabilities:
(Increase) Decrease in Accounts Receivable (36,660)
(Increase) Decrease in Loans Receivable 2,390
(Increase) Decrease in Inventory (112,959)
(Increase) Decrease in Other Assets (525)
Increase (Decrease) in Accounts Payable 61,609
Increase (Decrease) in Accrued Expenses (48,260)
Increase (Decrease) in Notes Payable 125,087)
Net Cash (Used) Provided by operations (438,632)
Cash Flows From Investing Activities:
Purchase of Property, Plant & Equipment (19,707)
Issuance of Common Stock 3,392
Additional Paid-In Capital generated as a
result of issuance of Common Stock 454,204
Net Cash Provided By (Used for)
investing Activities 437,859
Net Increase (Decrease) in Cash (773)
Cash - Beginning of Year (10,428)
Cash - End of Year (11,201)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
<PAGE> 11
FOOD CONCEPTS, INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 1 - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business
Food Concepts, Inc. was organized under the laws of the
State of Nevada on June 16, 1982. On October 27, 1995 the
Company reorganized and acquired Savon Coffee, Inc. as a
wholly owned subsidiary. On January 1, 1996, the Company
acquired Palm Reach Gourmet Coffee, Inc. as a wholly owned
subsidiary. The principal business of the Company is direct
sales distributing of Gourmet Coffee, offering more than
seventy coffee blends as well as gift coffee packages,
private label coffee and special coffee roasting services.
B. Significant Accounting Policies
Basis of Accounting:
The Company policy is to prepare its financial statements
using the accrual basis of accounting in accordance with
generally accepted accounting principles.
Inventory:
Inventory is valued at the lower of cost or market
determined by the weighted average method.
Property, Equipment and Depreciation:
Property and equipment are recorded at cost. The company
charges expenditures for additions or major replacements to
the asset accounts. The Company provides for depreciation
using the straight-line method over the estimated useful
lives of the assets (5-10 years).
Income Taxes
In February 1992, the Financial Accounting Standards Board
issued Statement on Financial Accounting Standards 109 of
"Accounting for Income Taxes." Under Statement 109, deferred
tax assets and liabilities are recognized for the estimated
future tax consequences to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis.
Deferred tax assets and liabilities are measured using
enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or
settled. Under Statement 109, the effect on deferred tax
assets and liabilities of a change in tax rates is
recognized in income in the period that includes the
enactment date.
Net Loss Per Common Share:
Net loss per common share is computed by dividing net loss
by the weighted average number of common shares outstanding
during the period. For the year then ended June 30, 1996,
the Company's common shares outstanding were 2,308,900.
<PAGE> 12
FOOD CONCEPTS, INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
NOTE 2 - PROPERTY, PLANT AND EQUIPMENT
<TABLE>
JUNE 30, 1996
<S> <C>
Consists of the Following:
Equipment $ 55,118
Office Furniture and Equipment 1,235
Leasehold Improvements 7,033
Total 63,386
Less: Accumulated Depreciation (27,221)
</TABLE>
NOTE 3 - NOTES PAYABLE
<TABLE>
1996
<S> <C>
Note due to First Union
secured by inventory and equipment $ 13,789
Loan factor 38,003
Total Notes Payable 792
</TABLE>
NOTE 4 - MAJOR CUSTOMERS
Major customers include the Christmas Tree Shop and Anron
Coffee & Tea, Inc.
NOTE 5 - LAWSUIT COFFEE HOLDING COMPANY
Coffee Holding Company has filed a lawsuit against
Savon/Coffee in the amount of $7,524 plus a percentage of
gross profit for not fulfilling an agreement to purchase
coffee exclusively from Coffee Holding Company.
NOTE 6 - ACQUISITIONS
A. On October 27, 1995, the Company acquired all of the
issued and outstanding common stock of Savon Coffee,
Inc. whose principal business consists of manufacture
and direct sales distributing of Gourmet coffee, for
20,000,000 shares (pre-split) of common stock. The
acquisition was accounted for under the pooling of
interest method and the acquired company activity for
the full period reported on is included.
B. On January 1, 1996, the Company acquired all of the
issued and outstanding common stock of Palm Reach
Gourmet Coffee, Inc,, whose principal business is
direct sales of Gourmet Coffee, in exchange for 50,000
shares of common stock of the Company. The acquisition
was accounted for under the pooling of interests
method. Under the pooling method the acquired company
activity for the full period reported on is included.
<PAGE> 13
FOOD CONCEPT, INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
NOTE 7 - LEASING ARRANGEMENTS
Operating Lease
The Company conducts it operation from facilities that
are leased under a five year lease ending April 30,
2001. The lease calls for monthly rent payments
starting in February, 1996 of $2,692.00 per month plus
a pro-rata share of real property taxes. The Company
also has various leases with various expiration dates,
Future Minimum Lease Payments
Future minimum lease payments for operating leases at
June 30, 1996 are:
<TABLE>
<CAPTION>
Year Ended Operating
June 30 Leases
<C> <C>
1997 $ 47,841
1998 50,391
1999 45,663
2000 41,789
2001 30,758
Total Minimum Payments $216,442
</TABLE>
NOTE 8 - COMMITMENTS AND CONTINGENCIES
A Subsidiary of the Company has incurred approximately
$5,210 plus interest and penalties of unpaid payroll
tax liabilities to the Internal Revenue Service. A
payment plan of $500 per month has been worked out with
the government on the satisfaction of this outstanding
liability. It is to begin September 15, 1996.
NOTE 9 - DEFERRED
As discussed in Note 1, the Company has applied the
provision of Statement 109. The significant components
of deferred income tax expense (benefit) for the year
ended June 30, 1996:
Current Loss $ 149,162
Valuation Allowance (149,162)
$ - 0 -
The valuation allowance has been estimated at 100%.
<PAGE> 14
FOOD CONCEPTS, INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
NOTE 10 - SUPPLEMENTAL CASH FLOW INFORMATION
Year Ended
June 30. 1996
Taxes Paid $ 2,239 - Total
Interest Paid 20,586 - Total
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
<PAGE> 15
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Directors and Executive Officers
Directors of the Company hold office until the next annual
meeting of Stockholders (which is expected to be held in July,
1997) and until their successors have been elected and shall
qualify or until their death, resignation or removal from office.
The officers of the Company are elected by the Board of Directors
at the first meeting after each annual meeting of the Company's
Stockholders, and hold office until their successors are chosen
and qualified, or until their death, resignation or removal from
office. The directors and officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME TITLE
<C> <C>
Herbert Glaubman
Director since October 1995 Director, President and CEO
Francis Glaubman
Director since October 1995 Director and Secretary
Harold Strulowitz
Director since March 1996 Director
</TABLE>
The following information is provided with respect to the
directors.
<TABLE>
<CAPTION>
NAME TITLE
<C> <C>
HERBERT GLAUBMAN
Age 66 Founder of the Company
FRANCIS GLAUBMAN
Age 52 Co-founder of the Company
HAROLD STRULOWITZ
Age 53 Certified public account and
president of Palm Beach Gourmet
</TABLE>
Officer-Directors do not presently receive compensation for
serving on the Board. At present, there are no pension, profit
sharing or other forms of deferred compensation presently
available to any employee of the Company.
<PAGE> 16
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash
compensation paid by the Company during the fiscal year ended
June 30, 1996 to all executive officers of the Company as a group
and to all executive officers of the Company each of whose total
cash compensation exceeded $60,000.00 for services in all
capacities.
<TABLE>
<CAPTION>
Name of Individual Capacities in Cash
or Group which served Compensation
<C> <C> <C>
Herbert Glaubman President and CEO $ -0-
Francis Glaubman Vice President and
Secretary $55,000.00
All executive officers
as a group including
individuals named above
(2 persons) $55,000.00
</TABLE>
All executive officers are not covered by the Company's
major medical insurance and disability plans. The officers of the
Company presently have use of an automobile leased by the
Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the number and percentage, as
of June 30, 1996 of the company's Common Shares owned of record
and/or beneficially by each person owning more than 5% of such
Common Shares, by each Director who owns any shares of the
Company and by all officers and directors as a group.
<TABLE>
<CAPTION>
Name Percentage Owned Number of
Shares Owned
<C> <C> <C>
Herbert Glaubman 48.784% 1,900,000
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
<PAGE> 17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
I. Financial Statements and Schedules
Report of Independent Certified Public Accountants.
Consolidated Financial Statements:
Balance Sheets
Statements of Operations
Statements of Changes in Stockholders Equity
Statements of Cash Flow
Notes to Financial Statements
II. Reports on Form 8-K:
One report on Form 8-K was filed during the second quarter
of the fiscal year covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned thereunto
duly authorized.
FOOD CONCEPTS, INC. FOOD CONCEPTS, INC.
BY: /S/ FRANCIS GLAUBMAN BY: /S/ HERBERT GLAUBMAN
FRANCIS GLAUBMAN HERBERT GLAUBMAN
Dated: November 20, 1996 Dated: November 20, 1996
<PAGE> 18
