HOST AMERICA CORP, SB-2/A, 1998-07-08

HOST AMERICA CORP
SB-2/A, 1998-07-08
EATING PLACES

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As filed with the Securities and Exchange Commission on July 8, 1998

Registration No. 333-50673
- -------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________

FORM SB-2/A2

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

HOST AMERICA CORPORATION
(Exact name of registrant as specified in charter)

Delaware 06-1168423 5812
- ------------------------ ------------------ -------------------------
(State or other juris- (IRS Employer (Primary Standard
diction of Incorporation Identification No.) Industrial Classification
or organization) Code Number)

Geoffrey W. Ramsey, President
Host America Corporation
Two Broadway
Hamden, Connecticut 06518
(203) 248-4100
(Address including zip code, and telephone number, including
area code, of registrant's principal executive offices)
__________________________________________________________

Geoffrey W. Ramsey, President
Host America Corporation
Two Broadway
Hamden, Connecticut 06518
(203) 248-4100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________________________________________________

COPIES OF ALL COMMUNICATIONS TO:
--------------------------------

John B. Wills, Esq. David A. Carter, P.A.
410 Seventeenth Street 2300 Glades Road, Suite 210 West Tower
Suite 1940 Boca Raton, Florida 33431
Denver, Colorado 80202 (561) 750-6999
(303) 628-0747 (561) 367-0960 FAX
(303) 592-1846 FAX

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER EFFECTIVE DATE

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]

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

- ------------------------------------------------------------------------------
Proposed
Title of Each Maximum Proposed
Class of Amount Offering Maximum Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share(1) Price(1) Fee
- ------------------------------------------------------------------------------

Common Stock, 1,380,000(2)
No Par Value Shares $5.00 $ 6,900,000 $ 2,035.50

Warrants to Purchase
Shares of Common Stock, 1,380,000(3)
No Par Value Warrants $.125 172,500 50.89

Common Stock, No
Par Value, Underlying
Warrants to Purchase 1,380,000
Common Stock(4) Shares $5.50 7,590,000 2,239.05

Underwriter's
Common Stock Purchase 120,000
Warrants Warrants nil 10 nil

Common Stock Underlying 120,000
Underwriter's Warrants(4) Shares $7.50 900,000 265.50

Underwriter's Warrant 120,000
to Purchase Warrants(4) Warrants 0 0 0.00

Warrants Underlying
Underwriter's Warrant 120,000
to Purchase Warrants Warrants $.1875 22,500 6.64

Common Stock Underlying
Underwriter's Warrant 120,000
to Purchase Warrants(4) Shares $7.50 900,000 265.50
----------- ----------

TOTALS: $16,485,010 $ 4,863.08
=========== ==========
- ------------------------------------------------------------------------------

(1) Estimated solely for calculation of the amount of the registration fee
calculated pursuant to Rule 457.

(2) Includes 180,000 shares to cover over-allotments, if any, 24,000 of
which are shares owned by certain Officers and Directors which are
being registered hereby for resale.

(3) Includes 180,000 Warrants to cover over-allotments, if any.

(4) Pursuant to Rule 416, there are also being registered such additional
shares as may become issuable pursuant to the anti-dilution provisions
of the Warrants.

The Exhibit Index appears on page II-4 of the sequentially numbered
pages of this Registration Statement. This Registration Statement,
including exhibits contains 267 pages.

<PAGE>

CROSS REFERENCE SHEET

ITEM NO. SECTIONS IN PROSPECTUS
- -------- ------------------------------

1 Front of the Registration Statement
and Outside Front Cover of
Prospectus . . . . . . . . . . . . . . . . . . Cover Page

2 Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . . . . . . . Inside Front Cover Pages;
Table of Contents
3 Summary Information and Risk Factors. . . . . . Prospectus Summary, Risk
Factors

4 Use of Proceeds . . . . . . . . . . . . . . . . Prospectus Summary; Use
of Proceeds
5 Determination of Offering Price . . . . . . . . Cover Page; Risk Factors

6 Dilution. . . . . . . . . . . . . . . . . . . . Dilution

7 Selling Security Holders. . . . . . . . . . . . Series A Preferred
Selling Shareholders
8 Plan of Distribution. . . . . . . . . . . . . . Prospectus Summary;
Underwriting

9 Legal Proceedings . . . . . . . . . . . . . . . Business - Litigation

10 Directors, Executive Officers,
Promoters and Control Persons . . . . . . . . . Directors, Executive
Officers, Promoters and
Control Persons
11 Security Ownership of Certain
Beneficial Owners and Management. . . . . . . . Principal Shareholders

12 Description of Securities . . . . . . . . . . . Description of
Securities; Dividend
Policy
13 Interest of Named Experts and
Counsel . . . . . . . . . . . . . . . . . . . . Experts

14 Disclosure of Commission Position on
Indemnification for Securities
Act Liabilities . . . . . . . . . . . . . . . . Statement as to
Indemnification

15 Organization within Last Five Years . . . . . . The Company; Certain
Transactions
16 Description of Business . . . . . . . . . . . . Prospectus Summary; Risk
Factors; The Company;
Business
17 Management's Discussion and Analysis
or Plan of Operation. . . . . . . . . . . . . . Management's Discussion
and Analysis or Plan of
Operation
18 Description of Property . . . . . . . . . . . . Business

19 Certain Relationships and Related
Transactions. . . . . . . . . . . . . . . . . . Certain Transactions

<PAGE>

ITEM NO. SECTIONS IN PROSPECTUS
- -------- -----------------------------

20 Market for Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . Risk Factors

21 Executive Compensation. . . . . . . . . . . . . Compensation of Executive
Officers and Directors
22 Financial Statements. . . . . . . . . . . . . . Index to Financial
Statements

23 Changes In and Disagreements With
Accountants on Accounting and
Financial Disclosure. . . . . . . . . . . . . . Not Applicable

24 Indemnification of Directors and
Officers. . . . . . . . . . . . . . . . . . . . Indemnification of
Directors and Officers
25 Other Expenses of Issuance and
Distribution. . . . . . . . . . . . . . . . . . Other Expenses of
Issuance and Distribution
26 Recent Sales of Unregistered
Securities. . . . . . . . . . . . . . . . . . . Recent Sales of
Unregistered Securities
27 Exhibits. . . . . . . . . . . . . . . . . . . . Exhibits

28 Undertakings. . . . . . . . . . . . . . . . . . Undertakings

<PAGE>

SUBJECT TO COMPLETION, DATED JULY 8, 1998

HOST AMERICA CORPORATION
1,200,000 SHARES OF COMMON STOCK AND
1,200,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS

Host America Corporation (the "Company") is offering hereby 1,200,000
shares (the "Shares") of Common Stock,$.001 par value per share (the
"Common Stock"), and 1,200,000 Redeemable Common Stock Purchase Warrants
(the "Warrants") of the Company (the "Offering"). The Common Stock and the
Warrants (collectively, the "Securities") are being separately offered and
are separately transferable at any time from the date of this Prospectus
(the "Effective Date"). Each Warrant entitles the registered holder thereof
to purchase, at any time during the period commencing on the Effective Date,
one share of Common Stock at a price of $5.50 per share, subject to
adjustment under certain circumstances, for a period of five years from the
Effective Date. The Warrants offered hereby are not exercisable unless, at
the time of exercise, the Company has a current prospectus covering the
shares of Common Stock issuable upon exercise of the Warrants and such
shares have been registered, qualified or deemed to be exempt under the
securities laws of the states of residence of the exercising holders of the
Warrants. Commencing after the Effective Date, the Warrants are subject to
redemption by the Company at $.25 per Warrant on 30 days' prior written
notice if the closing bid price for the Company's Common Stock, as reported
on The Nasdaq Small Cap Market(SM), or the closing sale price as
reported on a national or regional securities exchange, as applicable, for
30 consecutive trading days ending within 10 days of the notice of
redemption of the Warrants, averages at least $10.00. The Company is
required to maintain an effective registration statement with respect to
the Common Stock underlying the Warrants at the time of redemption of the
Warrants. Prior to the first anniversary of the Effective Date, the
Warrants will not be redeemable by the Company without the written consent
of Barron Chase Securities, Inc. (the "Underwriter").

The offering price of the Common Stock and Warrants, as well as the
exercise price and other terms of the Warrants have been determined by
negotiation between the Company and the Underwriter bears no relationship
to the Company's asset value, net worth or other established criteria of
value. See "RISK FACTORS" at page 6 and "UNDERWRITING." After completion
of this Offering, the Company's current Officers and Directors, and their
family members will have voting control of approximately 37% of the
outstanding Company Common Stock and all voting Series A Preferred Stock
and will be in a position to have a significant impact on the outcome of
substantially all matters on which shareholders are entitled to vote. See
"DESCRIPTION OF SECURITIES."

Prior to this Offering, there has been no public market for the Common
Stock or the Warrants. It is anticipated that upon completion of this
Offering the Common Stock and the Warrants will be listed on the Nasdaq
Small Cap Market(SM) under the symbols "CAFE" and "CAFEW" and on the Boston
Stock Exchange under the symbols "HAC" and "HACW," respectively. There is
no assurance that a trading market in the Company's Common Stock or Warrants
will develop or if it does develop, that it will be sustained.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED
ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS" AT PAGE 6 OF THIS PROSPECTUS.

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

=========================================================================
Underwriting Proceeds to
Price to Public Discount (1) Company (2)
- -------------------------------------------------------------------------

Per Share . . . . . . . $5.00 $0.50 $4.50
- -------------------------------------------------------------------------
Per Warrant. . . . . . . $0.125 $.0125 $.1125
- -------------------------------------------------------------------------
Total (3). . . . . . . . $6,150,000 $615,000 $5,535,000
=========================================================================

SEE FOOTNOTES ON FOLLOWING PAGE OF PROSPECTUS

BARRON CHASE SECURITIES, INC.
THE DATE OF THIS PROSPECTUS IS __________, 1998.

<PAGE>

(1) Does not include additional compensation in the form of (i) a non-
accountable expense allowance of $184,500 ($212,175 if the
Underwriter's over-allotment option is exercised in full); (ii)
warrants to purchase up to 120,000 shares of Common Stock at $7.50 per
Share (150% of the initial offering price), and 120,000 warrants at
$.1875 per warrant (150% of the initial public offering price),
exercisable over a period of five years commencing from the Effective
Date (the "Underwriter's Warrant"); and (iii) a financial advisory
agreement for the Underwriter to act as an investment banker for the
Company for a period of one year at a fee of $108,000, payable at the
closing of the Offering. In addition, the Company has agreed to
indemnify the Underwriter against certain civil liabilities, including
liabilities under the Securities Act of 1933. See "UNDERWRITING."

(2) Before deducting expenses of this Offering payable by the Company,
estimated at $334,500 including the Underwriter's non-accountable
expense allowance.

(3) The Company has granted to the Underwriter an option, exercisable
within forty-five (45) days of the Effective Date to purchase up to
180,000 additional shares of Common Stock and 180,000 additional
Warrants on the same terms and conditions as set forth above to cover
over-allotments, if any (the "Over-allotment Option"). If all such
additional Securities are purchased, the Price to Public, Underwriting
Discounts and Commissions, and Gross Proceeds to Company will be
increased to $7,072,500, $707,250 and $6,365,250, respectively. See
"UNDERWRITING."

The Securities are offered subject to prior sale, when, as and if
delivered to and accepted by the Underwriter and subject to the approval of
certain legal matters by counsel and certain other conditions. It is
expected that delivery of certificates representing the Securities will be
made at the offices of Barron Chase Securities, Inc., 7700 W. Camino Real,
Boca Raton, Florida 33433-5541, on or about July __, 1998.

The Company is presently required to file, and does file, periodic
reports with the Securities and Exchange Commission. Following
consummation of this Offering, the Company intends to furnish to its
stockholders annual reports containing financial statements audited and
reported on by independent auditors and quarterly reports containing
unaudited financial information for each of the first three quarters of
each fiscal year. Stockholders will be able to obtain the most recent such
reports by making written request therefor to the Company's shareholder
relations officer at the Company's principal executive offices located at
Two Broadway, Hamden, Connecticut 06518.

The following language appears in red on the left side of the cover
page.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

THE UNDERWRITER MAY SELL A SUBSTANTIAL PORTION OF THIS OFFERING TO ITS
CUSTOMERS AND MAY BECOME A DOMINATE FORCE IN THE MARKET, IF A MARKET SHOULD
DEVELOP. ACCORDINGLY, THE UNDERWRITER MAY HAVE AN INFLUENCE ON THE PRICE
AND VOLUME OF THE TRADING OF THE COMPANY'S SECURITIES.

ATTENTION CALIFORNIA RESIDENTS: OFFERS AND SALES OF THE COMMON STOCK
AND WARRANTS OF THE COMPANY MADE TO CALIFORNIA RESIDENTS PURSUANT TO THIS
PROSPECTUS ARE RESTRICTED TO INDIVIDUALS WHO MEET SUITABILITY STANDARDS OF
NOT LESS THAN $250,000 OF LIQUID NET WORTH (NET WORTH EXCLUSIVE OF HOME,
HOME FURNISHINGS AND AUTOMOBILES) PLUS $65,000 ANNUAL GROSS INCOME, OR
$500,000 OF LIQUID NET WORTH (NET WORTH EXCLUSIVE OF HOME, HOME
FURNISHINGS AND AUTOMOBILES).

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
COMMON STOCK AND/OR WARRANTS OF THE COMPANY AT A LEVEL ABOVE THAT WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE EFFECTUATED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE
AND MAY BE DISCONTINUED AT ANY TIME.

<PAGE>

[GRAPHIC OF FOOD COURTS OMITTED]

FOOD COURTS (CT, NY & NJ)

[GRAPHIC OF DAVID MURPHY & GEOFFREY RAMSEY OMITTED]

David Murphy & Geoffrey Ramsey
Founders

[GRAPHIC OF THE TWIN TOWERS BUILDING OMITTED]

NEW LEAF CAFE LOCATED IN THE
TWIN TOWERS BLDG.
EDISON, NJ*

[GRAPHIC OF INDIVIDUALLY-MADE PIZZAS OMITTED]

INDIVIDUAL CUSTOM-MADE PIZZA

*The Company does not own the office building.

<PAGE>

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE
DETAILED INFORMATION AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING
ELSEWHERE IN THIS PROSPECTUS. AS USED IN THIS PROSPECTUS, THE TERMS
"COMPANY" AND "HOST AMERICA" REFER TO HOST AMERICA CORPORATION, A DELAWARE
CORPORATION, FORMERLY KNOWN AS UNIVERSITY DINING SERVICES, INC. . UNLESS
OTHERWISE INDICATED, ALL SHARES AND PER SHARE INFORMATION IN THIS
PROSPECTUS GIVE EFFECT TO A REVERSE STOCK SPLIT OF 100 TO 1 OF THE
COMPANY'S COMMON STOCK EFFECTIVE IN FEBRUARY 1998. UNLESS OTHERWISE
INDICATED, INFORMATION IN THIS PROSPECTUS ASSUMES ALL THE SHARES OFFERED
HEREBY WILL BE SOLD.

THE COMPANY

The Company is a regional contract food service management company
specializing in providing full restaurant and employee dining, special
event catering, vending and office coffee service, home food replacement
(fully cooked, home style meals, typically made from scratch, suitable for
take out) and management of corporate dining rooms and cafeterias, in
office complexes and manufacturing plants. The diversity of services
allows the Company's clients to offer their employees full breakfast and
lunch availability, multi-level catering and a variety of complimentary
food service options. The Company currently has operations in Connecticut,
New York and New Jersey and, in the near future, the Company intends to
expand to Illinois and Florida.

The Company estimates that the United States food service industry had
annual revenues in excess of approximately $100 billion in 1996 and of
that, $40 billion is concentrated in corporate services, the primary market
niche in which the Company competes. The balance of annualized revenues
are concentrated in the areas of hospital/health care, correctional
facilities, military facilities and transportation facilities.
Additionally, the home-meal replacement industry is a rapidly growing
industry with annual sales estimated to range from $80 billion to $150
billion. Industry contracting revenues have continued rising since 1996
and are expected to continue to rise in 1998. The four largest nationals
(Marriott, Aramark, CompassUSA, and Sodexho) produced double-digit revenue
gains of 15% adding more than 1,500 accounts in 1996.

Since its formation as a Delaware corporation in 1986, the Company has
grown from providing food service to colleges and preparatory schools in
the New England area of the United States to a regional, full-service, food
service provider to major corporations that have in total over 10,000
employees. Management believes, based on its nine months revenues for the
period ended March 27, 1998 of $5.1 million, the addition of four major
contracts since March 30, 1998, and May and June parties and weddings at
Laurel View County Club, the Company is expected to grow to a business with
estimated annualized revenues of approximately $6.8 million. The Company
maintains a number of large, multi-year contracts among its twenty-two
separate operations. Some of the larger contracts include Pitney Bowes,
Inc. of Stamford, Connecticut (currently 3 locations with over 3,000
employees), Oxford Health Plans, Inc. of White Plains, New York (currently
5 locations with over 4,000 employees), and Ft. James Paper Co. of Norwalk,
Connecticut (with over 1,000 employees).

Currently, the Company's revenues are derived primarily from sales
related to the management of corporate restaurants and catering in single
tenant and multi-tenant office

<PAGE>

buildings. The balance of revenues are derived from the maintenance of
vending machines, office coffee service and catering special events at
select facilities. The Company concentrates on medium-size clients
generating from $500,000 to $1-2 million per location in annual food
sales. Management believes that these middle market facilities
generally provide greater profit margins and need a variety of food
related services. The Company endeavors to be the exclusive food
provider at the facilities served thereby being able to control the
quality of service and product at each location.

In February 1998, the Company commenced food service operations for
Bloomingdale's By Mail, Ltd., located in Cheshire, Connecticut, which
handles the Bloomingdales' catalog sales division. Also, in April 1998,
the Company opened its largest account, the "New Leaf Cafe" located in the
atrium of the Metro Park Twin Towers in Edison, New Jersey. The facility
has over 3,000 people employed in the office complex and the agreement
encompasses all phases of the Company's food service operations, including
full service vending, office coffee, catering and a HOMEfood MARKET which
will open in August 1998.

The Company has recently implemented a home meal replacement program
(the "HOMEfood MARKET). This program provides employees at certain of its
facilities the ability to purchase fully cooked home style meals for
consumption at home without further preparation or re-heating. The
HOMEfood MARKET also offers evening employees at certain of its locations
such as Bloomingdales, the opportunity to have a quality meal on premises
in a cost-effective manner. Management believes that this additional food
service component was an important factor in acquiring the contracts with
Bloomingdales and the Metro Park Twin Towers.

The Company believes there are significant opportunities to expand its
business through the acquisition of companies in the contract food service
industry, particularly in the education and corporate dining markets. The
Company's Officers and Directors will be responsible for identifying,
pursuing and negotiating potential acquisition candidates and integrating
acquired operations. The Company believes it can integrate such companies
into the Company's management structure and diversified operations
successfully without a significant increase in general and administrative
expenses. In addition, future acquisitions are expected to enable the
Company to lower overhead costs through centralized geographical office
operations and to grow to a size so that it qualifies for bids on larger
volume quality accounts that require asset or purchase programs to meet the
higher standard.

The Company's corporate offices are located at Two Broadway, Hamden,
Connecticut 06518. The Company's telephone number is (203) 248-4100.

<PAGE>

THE OFFERING

Securities Offered . . . . . . 1,200,000 Shares and 1,200,000 Warrants. The
Shares and Warrants are being separately
offered and are separately transferable at any
time from the date of this Prospectus (the
"Effective Date"). Each Warrant entitles the
holder to purchase one share of Common Stock at
a price of $5.50 per share for a period of five
years from the Effective Date, on which date
the Warrants will expire. Commencing after the
Effective Date, the Warrants are subject to
redemption at $.25 per Warrant on 30 days'
prior written notice if the closing bid price
of the Company's Common Stock as reported on
Nasdaq or the closing sale price of such Common
Stock, if traded on a national or regional
securities exchange, as applicable, averages at
least $10.00 over the 30 consecutive trading
days ending within 10 days of the notice of
redemption. The Company is required to
maintain the effectiveness of the Registration
Statement of which this Prospectus is a part,
with respect to the Common Stock underlying the
Warrants, at the time of redemption of the
Warrants. Prior to the first anniversary of
the Effective Date, the Warrants will not be
redeemable by the Company without the written
consent of the Underwriter.

In the event, the Underwriter exercises its
over-allotment option, three Officers and
Directors of the Company will sell up to
24,000 shares of the Company's Common Stock
pursuant to this Offering and the Company
will not receive the proceeds from such
sale. See "SELLING SHAREHOLDERS."

Offering Price:
Common Stock . . . . . . . . $5.00 per Share.
Warrants . . . . . . . . . . $.125 per Warrant.

Shares of Common Stock
Outstanding:
Prior to the
Offering (1). . . . . . . 130,000 shares of Common Stock.
After the
Offering (1)(2) . . . . . 1,330,000 shares of Common Stock.

Use of Proceeds. . . . . . . . To hire additional sales personnel, develop
additional marketing activities, acquire
related food service businesses and provide for
working capital. See "USE OF PROCEEDS."

Risk Factors . . . . . . . . . Investment in the Company involves certain
general business risks and risks specifically
inherent in the food service industry which in
part, include retention of customer accounts,
labor shortages, competition, seasonability,
governmental regulation and dependence on
management. See "RISK FACTORS."

<PAGE>

Common Stock Warrants
------------ --------
Proposed Nasdaq Small
Cap Market(SM) Symbols . . . "CAFE" "CAFEW"
Proposed Boston Exchange
Symbols. . . . . . . . . . . "HAC" "HACW"
____________________
(1) Does not include 700,000 shares of Series A Preferred Stock ("Series
A Preferred") held by certain Officers and Directors which have voting
rights equal to the shares of Common Stock, but are not convertible
to Common Stock for at least fifteen months from the Effective Date
and upon meeting certain income and revenue thresholds. See
"DESCRIPTION OF SECURITIES."
(2) Does not give effect to (a) the issuance of up to 1,200,000 shares in
the event of exercise of Warrants issued in connection with this
Offering, (b) the issuance of up to 360,000 shares upon exercise of
the Underwriter's Over-allotment Option and exercise of the underlying
Warrants, (c) the issuance of up to 240,000 shares upon exercise of
the Underwriter's Warrant and the underlying Warrants, (d) the
issuance of up to 12,000 shares of the Common Stock upon the exercise
of options available under the Company's stock option plan of which
all 12,000 have been granted to date and (e) the issuance of shares of
Common Stock underlying the 700,000 Series A Preferred. See
"UNDERWRITING."

<PAGE>

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction
with the financial statements and notes thereto included elsewhere in this
Prospectus. The statements of operations data for the years ended June
29, 1997 and June 30, 1996, and the balance sheet data at June 29, 1997 are
derived from and should be read in conjunction with the financial
statements of the Company and notes thereto audited by DiSanto Bertoline &
Company, P.C., independent auditors.

The summary financial data as of, and for the nine months ended March
27, 1998 and March 28, 1997, are derived from the unaudited financial
statements of the Company, which in the opinion of the Company reflect all
adjustments, consisting only of normal recurring adjustments, necessary for
the fair presentation of the unaudited financial statements. The results
of operations for the nine months ended March 27, 1998 and March 28, 1997
are not necessarily indicative of the results to be expected for the full
year.

STATEMENTS OF OPERATIONS DATA:

YEARS ENDED NINE MONTHS ENDED
JUNE 29, JUNE 30, MARCH 27, MARCH 28,
1997 1996 1998 1997
---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues $5,971,926 $4,939,428 $5,004,385 $4,290,622
Cost of sales 5,320,361 4,462,335 4,426,815 3,861,280
Gross profit 651,565 477,093 577,570 429,342
Selling, general
and administrative 553,367 441,549 4,003,247 (3) 370,600
Net income (loss) $ 86,543 $ 32,124 $(3,412,479)(3) $ 43,127

Net income (loss) per
common share(1)(2) $ 0.67 $ 0.25 $ (26.25)(3) $ 0.33
========== ========== =========== ==========
Common shares used in
computing net income (loss)
per common share(1)(2) 130,000 130,000 130,000 130,000
</TABLE>

BALANCE SHEET DATA:
MARCH 27, PRO FORMA
JUNE 29, 1998 AS ADJUSTED(2)
1997 (UNAUDITED) MARCH 27, 1998
---- ----------- --------------
Cash $ 140,121 $ 100,257 $5,192,757
Working capital
(deficit) $ (24,642) $ 20,977 $5,113,477
Total assets $ 982,358 $1,191,818 $6,287,318
Long-term liabilities $ 80,770 $ 45,371 $ 45,371
Stockholders' equity $ 128,721 $ 216,242 $5,308,742
____________________

* Less than $.01 per share

(1) See Note 1 to the Financial Statements for a description of the
computation of net income (loss) per common share.
(2) Adjusted to reflect sale of 1,200,000 shares of Common Stock and
1,200,000 Warrants offered hereby and the receipt of the net proceeds
therefrom (assuming an initial public offering price of $5.00 per
share of Common Stock and $.125 per Warrant, respectively, and after
deducting underwriting discounts and commissions and estimated
offering expenses). Also includes the issuance of 700,000 shares of
Series A Preferred issued to certain Officers and Directors. Does not
include receipt of net proceeds from the exercise of the Warrants, the
Underwriter's Purchase Warrants, the Underwriter's Over-Allotment
Option.

(3) The significant net loss per share is attributable to the compensation
expense recognized in connection with the issuance of the Series A
Preferred Stock discussed above.

<PAGE>

RISK FACTORS

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING
OF SECTION 27A OF THE SECURITIES ACT OF 1933. SUCH FORWARD-LOOKING
STATEMENTS MAY BE FOUND IN THIS SECTION AND UNDER "PROSPECTUS SUMMARY,"
"USE OF PROCEEDS," "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION" AND "BUSINESS." ACTUAL EVENTS OR RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS AS A
RESULT OF VARIOUS FACTORS INCLUDING, WITHOUT LIMITATION, THE RISK FACTORS
SET FORTH BELOW AND ELSEWHERE IN THIS PROSPECTUS. IN ADDITION TO THE OTHER
INFORMATION CONTAINED IN THIS PROSPECTUS, THE FOLLOWING RISK FACTORS SHOULD
BE CONSIDERED WHEN EVALUATING AN INVESTMENT IN THE SHARES OF COMMON STOCK
OFFERED HEREBY.

RETENTION AND RENEWAL OF CUSTOMER CONTRACTS. The Company's success
will depend on its ability to retain and renew existing client contracts
and to obtain and successfully negotiate new client contracts. Certain of
the Company's corporate dining contracts representing approximately 49% of
the Company's annual sales are from two major customers. There can be no
assurance that the Company will be able to retain and renew existing client
contracts or obtain new contracts or that such contracts will be
profitable. The Company's failure to retain and renew existing contracts
or obtain new contracts could have a material adverse effect on the
Company's business, financial condition and results of operations. See
"BUSINESS - Major Contracts."

INVESTMENT IN CLIENT CONTRACTS. Typically the Company is required to
invest a substantial amount of money in a client's facility for equipment
and initial start-up expenses. Historically, the Company has funded these
expenditures from cashflow and short-term borrowings. To the extent the
Company is unable to be reimbursed for a part of these costs or enter into
long-term contracts or is unable to retain existing clients, the Company
could experience short-term cashflow problems or be required to seek
additional outside financing, the availability of which there can be no
assurances. See "BUSINESS - Major Contracts."

DEPENDENCE ON BUILDING OWNERS TO RETAIN TENANTS. The Company's
customers consist primarily of tenants in large office complexes and
buildings in the Northern United States. Accordingly, the Company is
dependent, in a large part, on the building owners to attract and retain
quality tenants by offering competitive rental rates, favorable locations
and adequate maintenance services. To the extent these entities fail to
provide a favorable rental atmosphere and retain existing tenants, the
Company may lose customers, revenues, and potentially a food service
contract irrespective of the quality of its food service facility. If the
Company were to lose customers due to building vacancies, it could have an
adverse material effect on the Company's operations and financial
condition. See BUSINESS - Operations."

FLUCTUATING FOOD PRICES AND SHORTAGES. The Company is subject to
fluctuating food prices and availability of certain food items which can,
and does, vary by location. Although the Company's contracts with its
clients allow for certain adjustments due to rising prices over a specified
period of time, often times the Company must take a reduced margin to
insure the availability of certain required food groups and avoid customer
dissatisfaction. Although most shortages last only a short period of time,
shortages in certain items may adversely affect the quality and variety of
food offered at a given location. The Company attempts to anticipate
shortages by centralized buying for its various locations by placing large
orders with reliable

<PAGE>

suppliers and following trends in product availability and price. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS."

COMPETITION IN TAKE-HOME PREPARED MEAL MARKET; DEPENDENCE ON CUSTOMERS
WITH DISPOSABLE INCOME. At certain of its locations, the Company offers
tenant employees the opportunity to purchase fully cooked homestyle meals
with can be served at home with little or no additional preparation. The
Company's fully prepared, take home meals compete with many other forms of
home replacement meals, including a variety of ethnic foods. The Company's
take home meals are generally purchased by upper middle class employees who
have the disposable income to purchase such meals. If a down turn in the
economy were to occur, the areas in which the Company offers these types of
meals, it is likely that this source of revenues would be adversely
affected. See "BUSINESS - HOMEfood MARKET."

DEPENDENCE ON KEY PERSONNEL. The Company's future success depends to
a significant extent on the efforts and abilities of its founders and
executive Officers, Geoffrey W. Ramsey and David J. Murphy. Although the
Company has five (5) year employment agreements with these two individuals,
the loss of the services of these individuals could have a material adverse
effect on the Company's business, financial condition and results of
operations. The Company believes that its future success also will depend
significantly upon its ability to attract, motivate and retain additional
highly skilled managerial personnel. Competition for such personnel is
intense, and there can be no assurance that the Company will be successful
in attracting, assimilating and retaining the personnel it requires to grow
and operate profitability. The Company intends on the completion of this
Offering to obtain a $1,000,000 key man life insurance policy on each of
these individuals, of which the Company will be the beneficiary. See
"BUSINESS - Employees" and "MANAGEMENT - Executive Officers and Directors."

DIRECTORS LIABILITY LIMITED. The Company's Certificate of
Incorporation exclude personal liability of its Directors to the Company
and its stockholders for monetary damages for breach of fiduciary duty
except for willful violations. Accordingly, the Company will have a much
more limited right of action against its Directors than otherwise would be
the case. This provision does not affect the liability of any director
under federal or applicable state securities laws. See "MANAGEMENT -
Limited Liability and Indemnification of Directors."

DISCRETION IN USE OF PROCEEDS AND UNSPECIFIED ACQUISITIONS. The
Company presently intends to use net proceeds from this Offering for the
purposes set forth in "Use of Proceeds." However, Management of the
Company has broad discretion to adjust the application and allocation of
the net proceeds of this Offering in order to address changes in
circumstances or opportunities. Up to approximately $2,900,000 or
approximately 56.9% of the net proceeds has been allocated to unspecified
acquisitions of existing companies in the contract food service industry
and in most cases, the shareholders will not be able to review or vote on
such acquisitions. In addition, approximately 36.2% of the net proceeds
are allocated to working capital, including expansion of marketing and
sales and hiring of personnel. As a result of the foregoing, the success
of the Company will be substantially dependent upon the discretion and
judgment of the management of the Company with respect to the application
and allocation of the net proceeds of this Offering. See "USE OF
PROCEEDS."

<PAGE>

LABOR SHORTAGES. From time to time, the Company must hire and train
a number of qualified food service managers and temporary workers to
provide food service at a new corporate location or scheduled events at the
Laurel View Country Club and other locations. The Company may encounter
difficulty in hiring sufficient numbers of qualified individuals to staff
these events, which could have a material adverse effect on its business,
financial condition and results of operations. These shortages occur most
often during the summer months when a large number of events are planned at
the Laurel View Country Club. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OR PLAN OF OPERATIONS - Liquidity and Capital
Resources" and "- Seasonability."

COMPETITION. The Company encounters significant competition in each
area of the contract food service market in which it operates. Certain of
the Company's competitors compete with the Company on both a national and
local basis and have significantly greater financial and other resources
than the Company. Competition may result in price reductions, decreased
gross margins and loss of market share. In addition, existing or potential
clients may elect to "self operate" their food service, thereby eliminating
the opportunity for the Company to compete for the account. There can be
no assurance that the Company will be able to compete successfully in the
future or that competition will not have a material adverse effect on the
Company's business, financial condition or results of operations. See
"BUSINESS - Competition."

NEED FOR ADDITIONAL FINANCING. Although management believes the net
proceeds of this Offering will be sufficient to meet the Company's working
capital requirements for the next 18 months, it is possible that additional
cash liquidity may be required to finance anticipated growth through
acquisitions. Although the Company has not commenced negotiations with a
commercial lender, following consummation of this Offering it is very
likely that the Company will seek to obtain a revolving credit agreement to
supply additional financing which may be necessary to support future
growth. Should it be successful in obtaining such financing, the Company
will, in all likelihood, secure borrowings with the granting of security
interests in substantially all of its assets. In the event that the
Company should require additional financing beyond the net proceeds of this
Offering, there can be no assurance that such financing will be available
on commercially reasonable terms, or that the Warrants included in this
Offering will be exercised. If future financing is not available when
needed, the Company may be forced to curtail or discontinue its acquisition
program and expansion strategy. See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION OR PLAN OF OPERATIONS - Liquidity and Capital
Resources."

INFLATION RISK. Although most of the Company's contracts provide for
minimum annual price increases for products and services provided by the
Company, the Company could be adversely impacted during inflationary
periods if the rate of contractual increases are lower than the inflation
rate. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
PLAN OF OPERATIONS - Liquidity and Capital Resources."

ACQUISITION RISKS. A key component of the Company's strategy is to
pursue acquisitions of related businesses. There can be no assurance,
however that the Company will be able to identify, negotiate and consummate
acquisitions or that acquired businesses can be operated profitably or
integrated successfully into the Company's operations. In addition,
acquisitions

<PAGE>

by the Company are subject to various risks generally associated with the
acquisition of businesses, including the financial impact of expenses
associated with the integration of acquired businesses. There can be no
assurance that the Company's historic or future acquisitions will not have
an adverse impact on the Company's business, financial condition or results
of operations. If suitable opportunities arise, the Company anticipates
that it would finance future acquisitions through available cash, bank
lines of credit or through additional debt or equity financing. There can
be no assurance that such debt or equity financing would be available to
the Company on acceptable terms when, and if, suitable strategic
opportunities arise. If the Company were to consummate one or more
significant acquisitions in which part or all of the consideration
consisted of equity, stockholders of the Company could suffer a significant
dilution of their interests in the Company. In addition, many of the
acquisitions the Company is likely to pursue, if accounted for as a
purchase, would result in substantial amortization charges to the Company.
See "BUSINESS - Acquisition Strategy."

GOVERNMENT REGULATION. The Company's business is subject to various
governmental regulations incidental to its operations, such as
environmental, employment, and health and safety regulations. The Company
also holds a liquor license at one facility and is subject to the liquor
license requirements of the state of Connecticut, including its "dram-shop"
statute. "Dram-shop" statutes generally provide a person injured by an
intoxicated person the right to recover damages from an establishment that
wrongfully served alcoholic beverages to the intoxicated person. While the
Company maintains insurance for such liability, there can be no assurance
that such insurance will be adequate to cover any potential liability or
that such insurance will continue to be available on commercially
acceptable terms. The loss of its liquor license could have a material
adverse effect on the Company's business, financial condition or results of
operations. There can be no assurance that additional federal or state
regulation would not limit the activities of the Company in the future or
significantly increase the cost of regulatory compliance. See "BUSINESS -
Government Regulation."

EFFECTIVE CONTROL BY CURRENT OFFICERS AND DIRECTORS. Prior to this
Offering, the Company's current Officers, Directors and family members had
beneficial ownership of 52,600 shares of Common Stock and 700,000 shares of
voting Series A Preferred Stock, or approximately 91% of the shares
currently eligible to vote. After completion of this offering, these
persons will continue to beneficially own approximately 37.1% of the voting
shares outstanding. The Company's Certificate of Incorporation does not
authorize cumulative voting in the election of directors. As a result, the
Company's Officers and Directors currently are, and in the foreseeable
future will continue to be, in a position to have a significant impact on
the outcome of substantially all matters on which shareholders are entitled
to vote, including the election of Directors. See "PRINCIPAL
SHAREHOLDERS."

CONTINUING INFLUENCE OF UNDERWRITER. The Underwriting Agreement
between the Company and the Underwriter provides that the Underwriter will
have a financial advisory agreement with the Company, a merger and
acquisition agreement to find potential business combinations and the right
to have an observer present at the Company's Board of Director meetings.
Accordingly, the Underwriter will have an ongoing influence on the
Company's business after completion of the public offering. Although the
Company views this relationship as beneficial, it is possible certain
decisions of the Board of Directors may be influenced by this ongoing
relationship. See "UNDERWRITING."

<PAGE>

NO DIVIDENDS. The Company has paid no cash dividends on its Common
Stock and has no present intention of paying cash dividends in the
foreseeable future. It is the present policy of the Board of Directors to
retain all earnings to provide for the growth of the Company. Payment of
cash dividends in the future will depend, among other things, upon the
Company's future earnings, requirements for capital improvements, the
operating and financial conditions of the Company and other factors deemed
relevant by the Board of Directors. See "DIVIDENDS."

SUBSTANTIAL DILUTION TO INVESTORS. There will be an immediate and
substantial dilution to the investors who purchase Shares in this offering
in that the net tangible book value per share of the Common Stock after the
offering will be substantially less than the price of the Shares offered
hereby. The dilution to new investors after this offering is $2.50 per
share (49%). See "DILUTION."

POSSIBLE ADVERSE EFFECTS OF FUTURE SALES OF SHARES. All of the
130,000 shares of Common Stock currently outstanding were issued
approximately ten (10) years ago and are eligible for sale in the public
market. The Officers and Directors of the Company who hold 52,600 shares
of Common Stock and 700,000 shares of Series A Preferred Stock have agreed
not to sell or otherwise dispose of any shares of Common Stock for a period
of 24 months after the Effective Date of this Prospectus (the "Lock-up
Period") without the written consent of the Underwriter.

In addition, in the event the Series A Preferred Stock is converted,
all 700,000 shares of Common Stock may be deemed "restricted securities" as
that term is defined in the Securities Act of 1933, as amended (the "Act")
and may be sold pursuant to a registration statement under the Act, in
compliance with Rule 144 under the Act, or pursuant to another exemption
therefrom. For a description of Rule 144, see "SHARES ELIGIBLE FOR FUTURE
SALE." Upon expiration of the twenty four (24) month Lock-Up Period from
the Effective Date, all of the 52,600 shares of Common Stock and any
converted Series A Preferred Stock currently held by the Officers and
Directors will be eligible for sale in the public market subject to
compliance with the volume limitations of Rule 144 of the Act.

ARBITRARY DETERMINATION OF OFFERING PRICE. Although the Company has
been a public company since 1988, no public market for the shares of the
Company's Common Stock has existed. Consequently, the price at which the
Shares and Warrants are being offered have been arbitrarily determined by
negotiation between the Company and the Underwriter and does not bear any
relationship to such established valuation criteria as assets, book value
or prospective earnings. See "UNDERWRITING."

NO PRIOR PUBLIC MARKET AND POSSIBLE VOLATILITY OF PRICE OF SHARES OF
COMMON STOCK AND WARRANTS. The prices of securities of publicly traded
corporations tend to fluctuate widely. It can be expected, therefore, that
if and when trading commences in the Company's Common Stock and Warrants,
there may be wide fluctuations in price. There has been no prior public
market for the Company's Common Stock or Warrants and, despite the initial
listing of the Common Stock and Warrants on Nasdaq, there is no assurance
that a market will develop or be sustained. The lack of a current market
for the Common Stock and Warrants, fluctuations in trading interest and
changes in the Company's operating results, financial condition and

<PAGE>

prospects could have a significant impact on the market prices for the
Common Stock and the Warrants. See "UNDERWRITING."

NASDAQ MAINTENANCE REQUIREMENTS AND EFFECTS OF POSSIBLE DELISTING;
RISKS RELATED TO LOW-PRICED STOCKS. Although the Company's Common Stock
and Warrants have been approved for initial listing on the Nasdaq Small-Cap
Market upon the Effective Date of this Prospectus, the Company must
continue to meet certain maintenance requirements in order for such
securities to continue to be listed on Nasdaq. Nasdaq recently implemented
new entry and maintenance requirements for companies traded on the Nasdaq
Small-Cap Market, including increased financial standards and requiring the
companies to have at least two independent directors and an audit
committee, a majority of which are independent directors. There can be no
assurance that the Company will continue to meet such new requirements. If
the Company's securities are delisted from Nasdaq, this could restrict
investors' interest in the Company's securities and could materially and
adversely affect any trading market and prices for such securities. In
addition, if the Company's securities are delisted from Nasdaq, and if the
Company's net tangible assets do not exceed $2 million, and if the Common
Stock is trading for less than $5.00 per share, then the Company's Common
Stock and Warrants would each be considered a "penny stock" under federal
securities law. Additional regulatory requirements apply to trading by
broker-dealers of penny stocks which could result in the loss of effective
trading markets, if any, for the Company's Common Stock and Warrants. See
"UNDERWRITING."

RISK OF LOW-PRICED STOCKS. If the Company's Securities were delisted
from Nasdaq, and no other exclusion from the definition of a "penny stock"
under applicable Securities and Exchange Commission regulations were
available, such Securities would be subject to the penny stock rules. A
"penny stock" is defined as a stock that has a price of $5.00 or less. The
rules relating to "penny stocks" impose additional sales practice
requirements on broker-dealers who sell such securities to persons other
than established customers and accredited investors (generally defined as
investors with net worth in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 together with a spouse). For example, the broker
dealer must deliver to its customer prior to effectuating any transaction,
a risk disclosure document which sets forth information as to the risks
associated with "penny stocks," information as to the salesperson,
information as to the bid and ask prices of the "penny stock," the
importance of the bid and ask prices to the purchaser, and investor's
rights and remedies if the investor believes he/she has been defrauded.
Also, the broker dealer must disclose to the purchaser its aggregate
commission received on the transaction, current quotations for the
securities and monthly statements which provide information as to market
and price information. In addition, for transactions covered by these
rules, the broker-dealer must make a special suitability determination for
the purchase and must have received the purchaser's written consent to the
transaction prior to sale. Consequently, delisting from Nasdaq, if it were
to occur, could affect the ability of broker-dealers to sell the Company's
Securities and the ability of purchasers in the Offering to sell their
Securities in the secondary market. See "DESCRIPTION OF SECURITIES."

RESTRICTIONS ON EXERCISE OF WARRANTS; POSSIBLE REDEMPTION OF WARRANTS.
Investors purchasing Warrants in this Offering will not be able to exercise
the Warrants unless at the time of exercise this Registration Statement is
current, or a new registration statement registering the

<PAGE>

Common Stock issuable upon exercise of the Warrants is effective and such
shares have been registered and/or qualified or deemed to be exempt from
registration and/or qualification under the securities laws of the state of
residence of the holder of the Warrants. The Company does not intend to
advise holders of the Warrants of their inability to exercise the Warrants
other than in response to a specific written inquiry to the Company. The
value of the Warrants may be greatly reduced if a current registration
statement covering the shares of Common Stock underlying the Warrants is
not effective or if such Common Stock is not registered or exempt from
registration in the states in which the holders of the Warrants reside.
The Warrants are subject to redemption by the Company on 30 days prior
written notice provided that the daily trading price for the shares is
above $10.00 for at least 30 consecutive trading days ending within ten
days prior to the date of the notice of redemption. If the Warrants are
redeemed, Warrantholders will lose their right to exercise the Warrants
except during such 30 day redemption period. Any redemption of the
Warrants during the one-year period commencing on the Effective Date of the
Prospectus shall require the written consent of the Underwriter. See
"DESCRIPTION OF SECURITIES - Warrants."

NON-REGISTRATION IN CERTAIN JURISDICTIONS OF SHARES UNDERLYING THE
WARRANTS. The Warrants offered hereby are not exercisable unless, at the
time of exercise, the Company has a current prospectus covering the shares
of Common Stock issuable upon exercise of the Warrants and such shares have
been registered, qualified or deemed to be exempt under the securities laws
of the states of residence of the exercising holders of the Warrants.
Although the Company will use its best efforts to have all of the shares of
Common Stock issuable upon exercise of the Warrants registered or qualified
on or before the exercise date and to maintain a current prospectus
relating thereto until the expiration of the Warrants, there is no
assurance that it will be able to do so. See "DESCRIPTION OF SECURITIES -
Warrants."

Although the Warrants will not knowingly be sold to purchasers in
jurisdictions in which the Securities are not registered or otherwise
qualified for sale, purchasers may buy Warrants in the after-market or may
move to jurisdictions in which the shares underlying the Warrants are not
so registered or qualified during the period that the Warrants are
exercisable. In this event, the Company would be unable to issue shares of
Common Stock to those persons desiring to exercise their Warrants (whether
in response to a redemption notice or otherwise), unless and until the
shares could be qualified for sale in the jurisdictions in which such
purchasers reside, or exemptions exist in such jurisdictions from such
qualification. Warrant holders would have no choice but to attempt to sell
the Warrants or allow them to expire unexercised. See "DESCRIPTION OF
SECURITIES - Warrants."

DIVIDEND POLICY

The Company has never paid cash dividends on its Common Stock. The
Board of Directors does not anticipate paying cash dividends in the
foreseeable future as it intends to retain future earnings to finance the
growth of the business. The Delaware General Corporation Law provides that
dividends may only be paid out of capital surplus or out of earnings.
There are no other limitations on the ability of the Company to pay
dividends to its shareholders. The payment of future cash dividends will
depend on such factors as earnings levels, anticipated capital
requirements, the operating and financial conditions of the Company and
other factors deemed relevant by the Board of Directors.

<PAGE>

USE OF PROCEEDS

The net proceeds from the sale of the 1,200,000 Shares and 1,200,000
Warrants offered hereby will be approximately $5,092,500 after deducting
all of the expenses of the offering, and without giving effect to the
exercise of the over-allotment option. The Company intends to utilize the
proceeds from this offering substantially as follows:

APPLICATION OF PROCEEDS AMOUNT PERCENT OF PROCEEDS
----------------------- ------ -------------------

Sales and Marketing (1). . . . . . . . . . $ 950,000 18.65%
Evaluation of Acquisitions (2) . . . . . . 100,000 1.96%
Acquisitions (2) . . . . . . . . . . . . . 2,900,000 56.95%
Product Development (3). . . . . . . . . . 242,000 4.76%
Working Capital (4). . . . . . . . . . . . 900,500 17.68%
---------- -------

Total. . . . . . . . . . . . . . . . . . . $5,092,500 100.0%
========== ======
____________________
(1) The Company anticipates that it will hire additional sales personnel
to concentrate on business development in the states of New York and
New Jersey. The Company will aggressively evaluate and develop
markets which have a high concentration of corporate clients and
catering opportunities.

(2) The Company believes there are significant opportunities to expand its
business through the acquisition of existing companies in the contract
food service industry. Any acquisition will be evaluated by
management on its individual merits with consideration being given to
annual revenues, market niche, geographic location and sales price and
terms required by the acquisition candidate. Approximately $100,000
will be used to evaluate acquisition candidates; however, the Company
is not currently evaluating any possible acquisitions and has no
current agreements or understandings with respect to the acquisition
of any company and is not currently conducting negotiations with
respect to any acquisition. The Company will actively consider
acquisition opportunities as they arise. The balance of any funds not
used for acquisitions or to date unallocated, will be used for working
capital.

(3) The Company has developed a unique concept of home meal replacement
which can be added to its existing and future client facilities. The
HOMEfood MARKET offers a variety of meals which can be purchased on
the customer's premises for consumption after the employee returns
home. The Company will use a portion of the proceeds to develop
additional menu selections and purchase the necessary equipment which
includes promotional materials, food carts, signs and sampling
facilities. See "THE COMPANY - Business Strategy."

(4) The Company anticipates the need for on-site food service managers and
additional administrative support personnel with the anticipated
growth in its corporate client base. As operations increase and any
food service acquisitions are consummated, the Company will hire
individuals in the areas of accounting and menu support. In addition,
working capital will be used to fund new accounts which require
substantial up-front costs for cash registers, merchandising
materials, vending machines and training of employees.

The amounts set forth above are estimates developed by management of
the Company of the allocation of net proceeds of the offering based upon
the Company's current plans and prevailing economic and industry
conditions. The Company's proposed use of proceeds is

<PAGE>

subject to changes in general, economic and competitive conditions, timing
and management discretion, each of which may change the amount of proceeds
expended for the purposes intended. The proposed application of proceeds
is also subject to changes in market conditions and the Company's financial
condition in general.

While there can be no assurance, the Company believes the net proceeds
from the offering and internally generated funds will be adequate to
satisfy the Company's working capital needs for the next twelve months.
The Company may require additional debt or equity financing in order to
finance future internal growth or acquisitions. There can be no assurance
that additional financing on acceptable terms will be available to the
Company when needed, if at all. See "RISK FACTORS," "THE COMPANY" and
"MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION."

Pending use of the net proceeds of this Offering, the Company may make
temporary investments in bank certificates of deposit, interest bearing,
insured savings accounts, United States government obligations and insured
money market funds. Any income derived from these short-term investments
will be used for working capital.

<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
March 27, 1998 and as adjusted after the public offering to reflect the net
proceeds from the issuance of 1,200,000 Shares in this offering at an
offering price of $5.00 per Share and 1,200,000 Warrants at $.125 per
Warrant and the estimated use of proceeds therefrom. See "USE OF
PROCEEDS."

March 27, 1998
-------------------------------
As
Actual(1) Adjusted(1)(2)(3)
--------- -----------------

Long-term Debt. . . . . . . . . . . . . $ 45,371 $ 45,371

Stockholders' Equity:
Preferred Stock, $.001 par value,
20,000,000 shares authorized,
700,000 Series A Preferred
issued March 1, 1998(4) . . . . . 700 700
Common Stock, $.001 par value;
80,000,000 shares authorized,
130,000 shares issued and outstanding,
1,330,000 after the public offering 130 1,330

Additional Paid-in Capital. . . . . . 3,744,258 8,835,558
Retained Earnings (Deficit) . . . . . (3,528,846) (3,528,846)
---------- ----------

Total Stockholders' Equity . . . . . . 216,242 5,308,742
---------- ----------

Total Capitalization. . . . . . . . . . $ 261,613 $5,354,113
========== ==========
____________________

(1) Gives effect to the reverse stock split of 100 to 1 of the Company's
Common Stock effectuated in March 1998 and the issuance of 700,000
shares of Series A Preferred issued to certain Officers and
Directors. The issuance of the Series A Preferred Shares resulted
in an increase of Additional Paid-In Capital of $3,499,300. See
"USE OF PROCEEDS."

(2) Includes the receipt of net proceeds from the public offering of
$5,092,500 after the payment of commissions, expenses and the
Underwriter's consulting fee as if such proceeds were received on
March 27, 1998.
(3) Does not give effect to (a) the issuance of up to 1,200,000 shares of
Common Stock in the event of exercise of Warrants issued in connection
with this Offering, (b) the issuance of up to 360,000 shares of Common
Stock upon exercise of the Underwriter's Over-allotment Option and
exercise of the underlying Warrants, (c) the issuance of up to 12,000
shares of Common Stock upon exercise of options available under the
Company's stock option plan, all 12,000 of which have been granted to
date, or (d) the issuance of up to 240,000 shares of Common Stock upon
exercise of the Underwriter's Warrant and the underlying Warrants.
See "UNDERWRITING."
(4) The Company reduced the authorized number of Preferred Stock to
2,000,000 shares in May 1998.

<PAGE>

DILUTION

The Company's net tangible book value (deficiency) before the offering
at March 27, 1998, was $216,242 or $.26 per share. "Net tangible book value
per share" represents the Company's total tangible assets less its total
liabilities, divided by the number of shares of Common Stock outstanding.
The net tangible book value before offering considers the issuance of 700,000
shares of Common Stock upon the conversion of the 700,000 shares of Series A
Preferred Stock outstanding.

After giving effect to the sale of the Shares offered, based on an
offering price of $5.00 per Share and $.125 per Warrant by the Company, the
pro forma net tangible value after offering would have been approximately
$5,309,000 or $2.62 per share. This represents an immediate increase in
net tangible book value per share of $2.36 (908%) to existing shareholders
and an immediate decrease of $2.50 (49%) per share to the investors
purchasing the Shares offered hereby at the Price to Public. The following
table illustrates the per share dilution in net tangible book value to new
investors:

Public offering price per Share
and Warrant. . . . . . . . . . . . . . . . . . . $ 5.12
Net tangible book value (deficiency)
per share before offering . . . . . . . $0.26
Increase per share attributable to
sale of Shares. . . . . . . . . . . . . . . . 2.36
-----

Pro forma net tangible book value per
share after offering . . . . . . . . . . . . . . 2.62
-----

Dilution per share to new investors. . . . . . . $2.50
=====

The following table sets forth a comparison of the number of shares of
Common Stock acquired by current shareholders from the Company, the total
consideration paid for such shares of Common Stock and the average price
per share paid by such current shareholders and to be paid by the
prospective purchasers of the Shares (based upon the initial offering price
of $5.00).

Number of Shares of Consideration
------------------- ------------- Average Price
Common Stock Acquired Amount Percent Per Share
--------------------- ------ ------- ---------

Existing Shareholders(1) . . . 130,000 $ 245,000 3.9% $1.88

New Investors. . . . . . . . . 1,200,000 $6,000,000 96.1% $5.00
--------- ---------- ----

Totals . . . . . . . . . . . . 1,330,000 $6,245,000 100%
========= ========== ===
____________________

(1) Does not include (i) 700,000 shares of Series A Convertible Preferred
which may not be converted for five (5) years to Common Stock or
earlier in the event certain incentive goals are achieved and (ii) an
additional 12,000 shares of Common Stock subject to options granted to
Officers and Directors of the Company at option exercise prices of
$5.00 per share, the price of the public offering. See "DESCRIPTION
OF SECURITIES - Series A Convertible Preferred Stock."

<PAGE>

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction
with the financial statements and notes thereto included elsewhere in this
Prospectus. The statements of operations data for the years ended June 29,
1997 and June 30, 1996, and the balance sheet data at June 29, 1997 are derived
from and should be read in conjunction with the financial statements of the
Company and notes thereto audited by DiSanto Bertoline & Company, P.C.,
independent auditors.

The selected financial data as of, and for the nine months ended March 27,
1998 and March 28, 1997, are derived from the unaudited financial statements
of the Company, which in the opinion of the Company reflect all adjustments,
consisting only of normal recurring adjustments, necessary for the fair
presentation of the unaudited financial statements. The results of operations
for the nine months ended March 27, 1998 and March 28, 1997 are not necessarily
indicative of the results to be expected for the full year.

STATEMENTS OF OPERATIONS DATA:

* Less than $.01 per share

(3) The significant net loss per share is attributable to the compensation
expense recognized in connection with the issuance of the Series A
Preferred Stock discussed above.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION

The following review concerns the interim period ended March 27, 1998
and the fiscal years ended of the Company and should be read in conjunction
with the financial statements and notes thereto.

FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE

When used in this Prospectus, the words "anticipate," "estimate,"
"expect," "project," and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks,
uncertainties and assumptions including the Company failing to generate
projected revenues. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those anticipated, estimated or projected.

GENERAL

Host America is a regional contract food service management company
specializing in providing full restaurant and employee dining, special
event catering, vending and office coffee service, home food replacement
and management of corporate dining rooms and cafeterias for office
complexes and manufacturing plants. This diversity of its services allows
the Company's clients to offer their employees full breakfast and lunch
availability, multi-level catering and a variety of complimentary food
service options. The Company currently has operations in Connecticut, New
York and New Jersey and, in the near future, the Company intends to expand
to Illinois and Florida.

RECENT DEVELOPMENTS

In February 1998, the Company commenced food service operations for
Bloomingdale's By Mail, Ltd., located in Cheshire, Connecticut, which
handles the Bloomingdales' catalog division. Management believes a key
component of the contract was the availability of the HOMEfood MARKET
concept for home meal replacement. The HOMEfood MARKET offers employees
the opportunity to purchase complete prepared meals at their place of
employment without requiring reheating or further preparation. The
HOMEfood MARKET serves two purposes: it not only provides Bloomingdale's
daytime employees a meal to bring home, but more importantly, provides
quality food service to Bloomingdale's evening employees in a cost-effective
manner. In addition to providing a cafeteria and the HOMEfood MARKET, the
Company manages vending and office coffee programs. Based on the quality of
the food and service in the cafeterias, the Company was also awarded the
Bloomingdales special events catering contract for that building.

In April 1998, the Company opened its largest account, the "New Leaf
Cafe" located in the atrium of the Metro Park Twin Towers in Edison, New
Jersey. The facility has over 3,000 people in the office complex and the
Company is the sole restauranteurer in the complex. The agreement
encompasses all phases of the Company's food service operations, including
full

<PAGE>

service vending, office coffee, catering and a HOMEfood MARKET which will
open in August 1998.

In May 1998, the Company entered into contracts with Tyco Submarine
Systems, Ltd. in Morristown and Eatontown, New Jersey. Both locations
employ an aggregate of 800 employees. The Company offers full service
dining, vending machines and catering. HOMEfood MARKETS are to be added
in August 1998 and each location will have "food court cafes" offering
pizzas made to order, tortilla wraps and deli-style sandwiches.

Also in May 1998, the Company signed a contract with Pitney Bowes,
Inc. bringing the total locations to six buildings in Connecticut with
2,500 employees. The Company offers full service dining at each location,
vending machines, office coffee service, corporate office catering
(primarily working lunches). Corporate office catering accounts for 35%
of the revenues attributable to this account.

RESULTS OF OPERATIONS - FOR THE NINE MONTHS ENDED MARCH 27, 1998 ("1998
PERIOD) COMPARED TO THE NINE MONTHS ENDED MARCH 28, 1997 ("1997 PERIOD")

Revenues from operations for the 1998 period were $5,004,385 as
compared to $4,290,622 for the 1997 period. Accordingly, revenues
increased $713,763 or approximately 16.6% due in part to the aggressive
program of adding new facilities and maximizing revenue from existing
facilities. A significant portion of this increase is due to increased
servicing to Pitney Bowes, Inc. and Oxford Health ("Oxford"). Oxford has
been expanding into several new geographic locations and has sought the
Company's assistance in establishing in-house food service for its
employees in certain of those locations.

Cost of sales increased $565,535 from the 1997 period to the 1998
period, representing a 14.7% increase. Although the increase was trending
similar to net revenues, the increase in cost of sales was less as a
percentage than the increase in net revenues reflecting the favorable
impact on margins that the change in product mix is having.

General and administrative expenses increased $3,632,647 or 980% when
compared to expenses of the 1997 period. Of the $3,632,647, $3,500,000 was
reflected as a one time expense attributable to the issuance of 700,000
shares of Series A Preferred Stock to four (4) Directors in March 1998.

The Company incurred a net loss for the 1998 period of $3,412,479 as
compared to net income of $43,127 in the 1997 period. This significant
loss in the 1998 period is primarily due to the issuance of the Series
A Preferred Stock described above granted in 1998.

RESULTS OF OPERATIONS - FOR THE YEAR ENDED JUNE 29, 1997 COMPARED TO THE
YEAR ENDED JUNE 30, 1996

Net revenues aggregated $5,971,926 for the year ended June 29, 1997,
representing an increase of $1,032,498 or 20.9% over the year ended June
30, 1996. Further, when the net revenues for the year ended June 29, 1997
are compared with the amount of net revenues two years ago of $3,388,677
for fiscal 1995, the increase is $2,583,249 or 76.2%.

<PAGE>

The Company has continued an aggressive program of adding new
facilities under its food management programs as well as enhanced revenues
at existing facilities. The Company added four new locations during fiscal
1997 which accounted for approximately $853,000 of the overall increase.
A significant portion of this increase is due to increased servicing to
Pitney Bowes and Oxford Health ("Oxford"). Oxford has been expanding into
several new geographic locations and has sought the Company's assistance in
establishing in-house food service for its employees in certain of those
locations. The Company has developed a methodology to implement a full
service food and canteen operation in a timely and responsive manner to
support the expanding needs of this important customer. The remaining
increase of approximately $179,000 results from expansion of food and
canteen items offered for sale as well as continued refining of the mix of
products sold to maximize sales per location.

Cost of sales increased $858,026 for the year ended June 29, 1997 when
compared to the year ended June 30, 1996, representing an increase of
19.2%. Although the increase was trending similar to net revenues, the
increase in cost of sales was less as a percentage than the increase in net
revenues reflecting the favorable impact on margins that the change in
product mix is having on operations.

General and administrative expenses increased $111,818 or 25.3% in
fiscal 1997 when compared to fiscal 1996. The increase was primarily
related to additional salaries and related costs incurred to support the
additional facilities taken on during the year.

RESULTS OF OPERATIONS - FOR THE YEAR ENDED JUNE 30, 1996 COMPARED TO THE
YEAR ENDED JUNE 30, 1995.

Net revenues increased $1,550,751 or 45.7% for the year ended June 30,
1996 in comparison to the year ended June 30, 1995. The increase resulted
from the net addition of three (3) new locations during the year in which
the Company was successful in winning contracts to manage food service and
canteen primarily in commercial facilities. The Company has been seeking
new venues in food service to expand its market base of operations. In
keeping with its operational objectives, the Company successfully
negotiated and secured a multi-year contract to provide "up-scale" special
event and catering services to the "Laurel View Country Club," located in
Hamden, Connecticut. This account has had a very positive impact on both
the public and corporate image of the Company.

Cost of goods sold increased $1,454,477 in the year ended June 30,
1996 in comparison to the same period in 1995. This increase represented
a 48.4% increase which was greater than the percentage increase in sales.
Food and supply purchases were higher than normal due to initiating
contracts with several new vendors and not having the opportunity to
arrange longer-term supply agreements. Further, overhead expenses reflect
higher levels than expected due to the volume on new locations and the
extra start-up expenses associated with some of those locations.

General and administrative expenses increased $45,837 or only 11.6%
when compared to expenses of the same period in the prior fiscal year
reflecting a stable cost environment for these expenses in a period of
rapid expansion. This period of stable general and administrative

<PAGE>

expenses resulted from rigid cost controls implemented by management to
partially offset the severe pressure on overhead expenses due to expansion
of facilities under management.

LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity as evidenced by its current ratio has
continued to improve. The current ratio at March 27, 1998, June 29, 1997,
June 30, 1996 and 1995 was 1.022:1, .968:1, .876:1 and .680:1,
respectively. This improving condition is due to increasing profitability;
however, management of other balance sheet items has also contributed to
the improvement.

Cash flows from operating activities for the nine month period ended
March 27, 1998 amounted to $148,692 primarily resulting from management
of current assets and liabilities. Investment in property and equipment
in the amount of $71,519 and net repayments of debt of $117,037 combined
to result in an overall decrease in cash for the period of $39,864.

Cash flows from operating activities in fiscal 1997 amounted to
$184,610. The positive cash flow was primarily due to net income ($86,543)
and non-cash expenditures such as depreciation and amortization of
($82,299). The remainder, $15,768 resulted from management of other
current asset and liability items during the period. Cash flows from
investing activities for the year ended June 29, 1997 reflected an outflow
of $68,543 reflecting a net investment in new equipment to support the
expansion to new facilities.

Cash flows from financing activities also resulted in a net outflow of
cash of $48,692 representing a net repayment of debt when considering the
additional financing and repayment of existing notes.

The net effect of all these events resulted in increasing cash by
$67,375 for the year and achieving an ending cash balance of $140,121 at
June 29, 1997.

Net cash flows for the year ending June 30, 1996 resulted in a
negative change in cash for the year of $37,917. Although operating
activities contributed $34,139 due principally to net earnings for the
year, purchases of equipment to support the rapid expansion of facilities
under management amounted to $110,259 and exceeded the net financing
activities of the Company for the same period of $38,203.

The Company will receive approximately $5,092,500 in proceeds from
this offering without giving effect to the Underwriter's overallotment
option. The Company will use these proceeds to hire additional sales
personnel for the New Jersey and New York markets; seek acquisitions of
existing companies in the contract food industry; development of additional
products and marketing concepts; and working capital.

SEASONABILITY

The Company's business is somewhat seasonal in nature. Many of the
Company's corporate customers are slower in the summer months due to
vacation schedules of their employees and shift reductions. Special events
catering tends to peak at various times of the year depending on corporate
meetings, holiday parties and the frequency of weddings and special

<PAGE>

events. The Company adjusts its labor staffing and inventories as
necessary during these periods.

COMMITMENTS

The Company leases its office facility under the terms of a month-to-
month lease agreement with a monthly payment of $1,575. The Company also
maintains food service facilities at a number of locations pursuant to its
contracts with the building owners. In addition, the Company also pays
monthly rental charges of $2,100 to the Town of Hamden for use of the
Laurel View Country Club food service and banquet facility.

IMPACT OF THE YEAR 2000 ISSUE

The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of
the Company's computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices, or engage in similar
normal business activities. Based on an assessment of its computer
systems, the Company believes that it will not encounter significant
operational problems or be required to modify or replace significant
portions of its software so that its computer systems will properly utilize
dates beyond December 31, 1999. However, if problems are encountered and
modifications and conversions are not timely made, the Year 2000 problem
may have an impact on the operations of the Company.

<PAGE>

THE COMPANY

GENERAL

The Company is a regional contract food service management company.
A majority of corporate revenues are from sales related to the management
of corporate cafeterias and restaurants, home meal replacement and catering
in single tenant and multi-tenant office buildings. The balance of
revenues are derived from the maintenance of vending machines and coffee
service at select facilities. The Company concentrates on small- to
medium-size clients generating from $500,000 to $2 million per location in
annual food sales. Management believes that these middle market facilities
generally provide greater profit margins and present the opportunity to
provide a variety of food related services. The Company endeavors to be
the exclusive food provider at each facility served, thereby being able to
control the quality of food and service at each location.

Various marketing and operating strategies are currently being used by
the Company to provide an umbrella of food services at each customer
facility ranging from basic corporate cafeteria dining, office coffee,
vending machines, special events catering and home meal replacement
programs. The Company believes this strategy has been important factor in
the Company's growth and in attracting large, corporate clients with
multiple needs. Through its on-site account managers and employees, the
Company endeavors to provide high quality food and client satisfaction
while controlling labor costs and overhead.

The Company will attempt to increase its revenues through acquisition
of small- to medium-sized food service providers currently operating in
different geographical locations and dining markets not currently being
served by the Company. The Company believes the increase in revenues will
be coupled with a overall reduction in per unit food costs and the
combination of general and administrative expenses. The Company has not,
as of the date of this Report, entered into any agreements in this regard
and no assurance can be given that the Company will be successful in
seeking suitable acquisitions.

The Company currently has operations in Connecticut, New York and New
Jersey and, in the near future, intends to expand to Illinois and Florida.

HISTORY

The Company was formed as a Delaware corporation on February 6, 1986
under the name University Dining Services, Inc. Its initial business was
providing food service to colleges and preparatory schools in the New
England area. After several years, the Company determined it was more
profitable to provide food to larger, more densely populated customer
bases. Accordingly in 1992, it shifted its focus to becoming a full
service food management company specializing in employee dining in large
office complexes and providing special events catering. In 1997 a home
meal replacement program, the HOMEfood MARKET," was developed to meet the
demand from individuals for complete home meals, to enhance existing
corporate dining facilities and to increase revenues without significantly
increasing overhead costs at each location.

<PAGE>

In February 1988, the Company conducted a public offering and sold
5,000,000 shares of its Common Stock to the general public. In February
1998, the Company effected a 100 to 1 reverse split of its then outstanding
shares and to insure continuity of management, in March 1998, issued
700,000 shares of Series A Preferred Shares to its Officers and Directors.
In addition, the Company entered into five (5) year employment agreements
with its founders and key employees, Geoffrey W. Ramsey and David J.
Murphy.

INDUSTRY OVERVIEW

In 1996, the United States food service industry had annual revenues
in excess of approximately $100 billion and $40 billion in the corporate
services and educational markets. The balance of annualized revenues are
concentrated in the areas of hospital/health care, correctional facilities,
military facilities and transportation facilities. Additionally, the home-
meal replacement industry is rapidly growing with annual sales estimated to
range from $80 billion to $150 billion. Industry contracting revenues have
continued rising since 1996 and are expected to continue to rise in 1998.
The four largest nationals (Marriott, Aramark, CompassUSA, and Sodexho)
produced double-digit revenue gains of 15% adding more than 1,500 accounts
in 1996.

The United States food service market is characterized by a large
concentration of corporate and industry populations in a multitude of
strategic geographical locations. The Company's primary geographical area
of operations is located in the Southern New England and New York
marketplace. This area is believed to have the largest financial segment
of the industry, with a high population density, numerous corporate office
parks, industrial facilities and concentration of mid-size and large
corporations.

BUSINESS STRATEGY

The Company has developed a program known as "Food Serve 2000," which
is a comprehensive plan of evaluating all existing food operations, in an
attempt to maximize customer satisfaction. Management, on a monthly basis,
studies the basic elements of its food service at each location, including
traffic flows, waiting times, food presentation, menu variety, nutritional
assessment, work preparation and labor qualifications. In addition, on-site
food managers maintain strict cost containment policies, nutritional
programs for better health, custom designed menus to meet regional and
ethnic tastes and facilities enhancement with state-of-the-art equipment.
Each facility is then reviewed by management and the client to select the
best possible combination of food and service.

In addition to the acquisition strategy described below, the Company
anticipates adding new sales representatives in Metro New York, New Jersey
and Pennsylvania to actively promote the Company's innovative marketing
program including the home-meal replacement program, the "HOMEfood MARKET."
The Company believes the HOMEfood MARKET gives it a strategic time
advantage over its national competitors who have not developed home-meal
programs tied to their client contracts. To increase the existing client
base, the Company is actively seeking customers in contiguous geographical
locations.

<PAGE>

The Company continues to evaluate and improve its internal operational
procedures and develop new procedures for product presentation. Often
times this requires retaining existing personnel or acquiring specialized
equipment such as pizza ovens. The Company attempts to achieve a
continuing level of employee satisfaction with programs for training,
providing high wages and retirement benefits together with a seniority and
stable working conditions. The Company believes employee satisfaction will
result in improved and more consistent service for its clients.

OPERATIONS

The Company's primary emphasis has, and will be, on large corporate
accounts. These types of accounts present the opportunity to provide a
wide variety of food services in a single location to a select group
ranging from vending machines to cafeteria services to special event
catering. Typically, the Company is the exclusive provider of all
available food and beverages and is responsible for the hiring and training
of personnel at each location. On-site managers are selected for each
facility who then, in turn, work closely with the Company's management to
ensure continuing food quality and customer satisfaction.

Each new account is assigned to a member of management who develops a
comprehensive plan to meet that specific client's needs, which can include
the Company being able to provide customized food service for up to 3,000
employees for larger clients. As discussed herein, the HOMEfood MARKET was
developed in direct response to the need of certain clients to feed several
work shifts with different types of quality food at times of the day when
a normal cafeteria operation would not be available.

An operating strategy is then formulated after extensive interviews
and on-site visits. Various factors are considered to maximize the
Company's profits without sacrificing client satisfaction. Each strategy
includes a thorough review of labor and product costs, facility design,
menu design, training and recruiting, specialized needs and equipment
needs. Thereafter, the strategy is continually reviewed to monitor client
employee satisfaction, changing food requirements and quality of food and
service. Additional services are added as demand changes including the
addition of vending machines, catering facilities and food selection
upgrades.

MARKETING

The Company selectively bids for privately owned facility contracts
and contracts awarded by governmental and quasi-governmental agencies.
Other potential food service contracts come to the Company's attention
through direct contact with a customer, by mail and telephone, from
conversations with suppliers, such as purveyors and vending machine
suppliers, and state listings. New clients require the Company to submit
a bid and make a proposal encompassing, among other things, a capital
investment and other financial terms. In certain cases, a private-facility
owner may choose to negotiate with the Company exclusively for a period of
time and during the bidding process, the Company expends a great deal of
time and effort preparing proposals and negotiating contracts.

<PAGE>

To attract typical office buildings as clients, the Company is
constantly attempting to upgrade its food service and provide upscale,
quality foods. To the extent employees are able to satisfy their food
needs at the employer's location, the less time employees are away from
their office setting which results in an increase in corporate and
individual productivity. Further, if the Company can satisfy the employees
with diverse and high-quality food items, employers are often willing to
subsidize a portion of the costs.

The Company believes that food service contracting in its business
segments is far from saturated. The Company believes that it can compete
with even the largest of its competitors because it provides direct
personal contact with its clients two or three times a week, offers
flexible menus to meet customer's desires, and intensively trains its unit
managers.

HOMEFood MARKET

In February 1996, the Company introduced the HOMEfood MARKET program
as its version of home meal replacement for client employees and building
tenants working different shifts and as a convenience to employees on their
way home. Home meal replacement is broadly defined as a retail food
service that replaces home-style, cooked meals with those prepared out of
the home and which are made from scratch but have the convenience of fast
food. This type of food service ranges from parts of meals, like salads,
to complete meals such as a turkey dinner with gravy and side dishes.
Home-style meals also require some sort of further processing by the
customer, such as reheating or finishing, at home.

HOMEfood MARKET provides a convenient way to assemble fresh,
convenient meals at home which are fully prepared and ready to heat and
serve. The Company prepares part of the menu in its on-site kitchen while
a number of branded items are made off-site, like DeLuca Italian entrees,
then placed in microwavable containers that can be heated and served
quickly. The menu offers a variety of branded Italian entrees, whole
rotisserie chickens, chicken dinners, sandwich roll-ups, sandwiches and
salad entrees.

The Company believes that the availability of the HOMEfood MARKET was
instrumental in the Company obtaining its contract with Bloomingdale's By
Mail, Ltd., ("Bloomingdale's") in Cheshire, Connecticut. The HOMEfood
MARKET provides Bloomingdale's daytime employees the opportunity to have a
pre-cooked meal for dinner and its late shift employees with a complete
meal.

The Company believes that variety and freshness are the primary
factors influencing customer satisfaction and frequency of visits.
Accordingly, the Company continually evaluates the HOMEfood MARKET menu,
including price, in an attempt to maximize the success of the program.

MAJOR CONTRACTS

The Company is a party to a number of large, multi-year contracts
among its' twenty-two (22) separate customers. Some of the larger
contracts include Pitney Bowes, Inc., of Stamford, Connecticut (currently
6 locations with over 2,500 employees), Oxford Health Plans, Inc., of White
Plains, New York (currently 5 locations with over 4,000 employees), and Ft.
James Paper

<PAGE>

Co., of Norwalk, Connecticut (with over 1,000 employees). In April 1998,
the Company opened its largest facility, known as the "New Leaf Cafe", in
the Twin Towers in Metro Park, New Jersey (approximately 2,500 employees).

In 1995, the Company entered into a contract with the city of Hamden,
Connecticut to manage a banquet facility and club bar at the Laurel View
Country Club, a full service country club with golf course. Laurel View
provides an excellent location for large banquet service events such as
weddings, class reunions and other large events. Revenues from this
facility increase significantly in the summer months with weddings and
golfing events. The Company's original one-year contract was extended for
a three-year period commencing June 1997.

ACQUISITION STRATEGY

COMPETITION

The Company encounters significant competition in each area of the
contract food service market in which it operates. Food service companies
compete for clients on the basis of quality and service standards, local
economic conditions, innovative approaches to food service facilities
design and maximization of sales and price (including the making of loans,
advances and investments in client facilities and equipment). Competition
may result in price reductions, decreased gross margins and loss of market
share. Certain of the Company's competitors compete with the Company on a
national basis and have greater financial and other resources than the
Company. In addition, existing or potential clients may elect to "self
operate" their food service, eliminating the opportunity for the Company to
compete for the account. There can be no assurance that the Company will
be able to compete successfully in the future or that competition will not
have a material adverse effect on the Company's business, financial
condition or results of operations.

GOVERNMENT REGULATION

The Company's business is subject to various governmental regulations
including environmental employment and safety regulations. In addition,
the Company is subject to state health department regulations with yearly
inspections. Food service operations at the various locations are subject
to various sanitation and safety standards and state and local licensing of
the sale of food products. Compliance with these various regulations are
not material; however,

<PAGE>

there can be no assurance that additional federal and state legislation or
changes in regulatory implementation will not limit the activities of the
Company in the future or increase the cost of regulatory compliance.

In addition, the Company has a liquor license at its Laurel View
facility and, accordingly is subject to the liquor license requirements in
the state of Connecticut. Typically, liquor licenses must be renewed
annually and may be revoked or suspended for cause at any time. Alcoholic
beverage control regulations relate to numerous aspects of the Company's
operations, including minimum age of patrons and employees, hours of
operation, advertising, wholesale purchasing, inventory control and
handling, and storage and dispensing of alcoholic beverages. The Company
has not encountered any material problems relating to its alcoholic
beverage license to date. The failure to retain the liquor license at
Laurel View could adversely affect the Company's business and ability to
obtain such a license elsewhere.

The Company is subject to "dram-shop" statute. This type of statute
generally provides to a person injured by an intoxicated person the right
to recover damages from an establishment which wrongfully served alcoholic
beverages to the intoxicated individual. The Company carries liquor
liability coverage as part of its existing comprehensive general liability
insurance which it believes is adequate. While the Company maintains such
insurance, there can be no assurance that such insurance will be adequate
to cover any potential liability or that such insurance will continue to be
available on commercially acceptable terms. See "RISK FACTORS - Government
Regulation."

EMPLOYEES

As of April 1, 1998, the Company has 140 full-time employees,
including Geoffrey Ramsey, David Murphy and Anne Ramsey, Officers and
Directors of the Company and 25 part-time employees employed for special
occasions and seasonal busy times. None of the Company's employees are
represented by a union.

The Company employs district managers with strong sales and
administrative backgrounds. These managers are responsible for overseeing
the accounts in their region, as well as forecasting the budget for each
account. To assist each district manager is a food service director in
each cafeteria. The food service director is responsible for the day-to-day
activities of the account. In the smaller accounts, a chef/manager
will perform these duties. The supporting cast in each cafeteria may
include an executive chef, sous chef, grill cook, deli servers, cashiers,
dishwashers, catering personnel and general kitchen help.

The hiring philosophy for Host America is to employ managers, chefs
and cooks who are graduates of a culinary school or graduates with a degree
in Hotel and Restaurant management. Other employees are hired locally and
are trained on-site by the Company's food service directors, chef/managers
and/or district mangers.

FACILITIES

The Company leases its office facility under the terms of a month-to-
month lease agreement with a monthly payment of $1,575. The Company also
maintains food service facilities at a

<PAGE>

number of locations pursuant to its contracts with the building owners. In
addition, the Company also pays monthly rental charges of $2,100 to the
Town of Hamden for use of the Laurel View Country Club food service and
banquet facility.

<PAGE>

MANAGEMENT

The following table sets forth the names and positions of the
Directors and Executive Officers of the Company.

Name Age Position Tenure as Officer or Director
- ---- --- -------- -----------------------------

Geoffrey W. Ramsey(1) 48 President, Treasurer March, 1986 to present
and a Director

David J. Murphy 41 Vice President and March, 1986 to present
a Director

Anne L. Ramsey 50 Secretary and a March, 1986 to present
Director

Thomas P. Eagan, Jr. 54 Director March, 1986 to present

Robert C. Vaughan 63 Director February, 1998 to present

Patrick J. Healy 48 Director February, 1998 to present

John D'Antona 49 Director February, 1998 to present
____________________

(1) Geoffrey W. Ramsey and Anne L. Ramsey are brother and sister.

All Directors hold office until the next annual meeting of
shareholders or until their successors have been duly elected and
qualified. Executive officers of the Company are appointed by and serve at
the discretion of the Board of Directors. The Board of Directors has
appointed a compensation committee and an audit committee for the upcoming
fiscal year.

The following sets forth biographical information concerning the
Company's Directors and Executive Officers for at least the past five
years. All of the following persons who are Executive Officers of the
Company are full time employees of the Company.

GEOFFREY W. RAMSEY, the Company's co-founder, has been the President,
Treasurer and a Director of the Company since March, 1986. Mr. Ramsey has
more than 25 years experience in the food service industry. Currently, he
is responsible for the day-to-day management of all marketing and sales
activities for the Company. Since its inception, he has successfully
negotiated and opened more than eighteen self-sustaining and profitable
business accounts. He has secured major business and industrial accounts
from national competitors like Marriott, ARA, Canteen, Service America and
other competitors throughout Connecticut and New York. He has developed a
comprehensive sales program for manual dining operations, vending and other
ancillary services. Prior to 1986, Mr. Ramsey operated a number of diverse
food service operations. These included the University of New Haven,
Southern Connecticut State University, Choate School and others. Mr.
Ramsey was Personnel and Training Specialist for

<PAGE>

ARA Services and has a B.S. degree from the University of New Haven and a
A.A.S. degree from the Culinary Institute of America.

DAVID J. MURPHY, a co-founder of the Company, has been Vice President
and a Director of the Company since March, 1986. Mr. Murphy has more than
20 years experience in the industry. Since its inception, he has
successfully hired employees, opened and operated more than 18 business
dining cafeterias and vending services. In addition, he has successfully
implemented a computerized purchasing and inventory tracing system for the
main warehouse and satellite units. Further, he established vending,
office coffee and water service for 35 site locations. Prior to 1986, Mr.
Murphy served as the Food Service Director of Greater Hartford Community
College, Hartford, Connecticut. From 1984 to 1986 he was the Operations
Manager for Campus Dining at the University of New Haven and served as
Adjunct Professor in the Hotel, Restaurant and Tourism School. From 1983
to 1984 he was involved in operations at Hamilton College, Clinton, New
York and Fairleigh Dickinson University, Madison, New Jersey. Mr. Murphy
received his B.S. degree in International Business from Quinnipiac College,
Hamden, Connecticut, and a certificate in Exporting Marketing from the same
college. He has also completed post graduate courses in business. Mr.
Murphy is a member of the National Restaurant Association and the National
Association of College and University Food Services and is listed in 1986-
1987 Directory of Hospitality Educators.

ANNE L. RAMSEY has been the Secretary and a Director of the Company
since March, 1986. Along with her duties as Corporate Secretary, Ms.
Ramsey serves as a District Supervisor and is responsible for seven Host
America facilities in Connecticut. Ms. Ramsey developed and implemented
many of the Company's operational control systems and successfully
computerized the sales system. Prior to 1986, she was Vice President of
Operations for Comstock Leasing, Inc. in San Mateo, California from 1984 to
1985. From 1980 to 1984, she was Operations Manager for Comstock Leasing.

THOMAS P. EAGAN, JR. has been a Director of the Company since
November, 1988. He has been employed as a sales representative with
Eastern Bag & Paper Co., Inc., Bridgeport, Connecticut since May, 1979.
From February, 1972 to May 1979, Mr. Eagan owned and operated Purifier
Systems, Inc., Hamden, Connecticut, a wholesale paper distributor. From
January 1972 to February, 1973, Mr. Eagan was Regional Manager for Piedmont
Capital Corp., a mutual fund life insurance underwriter located in
Woodbridge, Connecticut. In this capacity, Mr. Eagan supervised Piedmont's
Financial Planners and District Managers in southern Connecticut. Mr.
Eagan studied Business Administration at Quinnipiac College, Hamden,
Connecticut.

ROBERT C. VAUGHAN has served as a Director of the Company from
February 1998 to the present. Mr. Vaughan has served as a chief executive
officer or chief operating officer with numerous firms over the past twenty
years. From 1981 to present, Mr. Vaughan has managed the Orbis Group, a
business consulting firm in Phoenix, Arizona providing merger and
acquisition marketing, finance and other services. In addition, from 1994
to 1997, Mr. Vaughan was Director of Mergers and Acquisitions for Touch
Tone America, a public long distance telecommunications firm in Phoenix,
Arizona.

<PAGE>

PATRICK J. HEALY PH.D has been a Board Member of the Company since
February of 1998. He is the Vice President for Finance and Administration
for Quinnipiac College and has held this position for the past 10 years.
Mr. Healy is a Certified Management Accountant and holds a Bachelor of
Science Degree in Accounting, a Master Degree in Business Administration,
Institute for Educational Management from Harvard University and a Ph.D. in
Educational leadership Higher Education Administration from the University
of Connecticut. Mr. Healy is also a board member for the Leukemia Society
of America, Central Connecticut Chapter of the Leukemia Society of America
and The Children's Corner.

JOHN D'ANTONA has served as a Director of the Company from February
1998 to present. Mr. D'Antona has 25 years experience in a variety of food
service marketing and sales positions with Tetley USA, a national food
service supplier. As Northeast Area Manager, he has distribution of coffee
and tea responsibility for the New England area of the United States.

BOARD COMMITTEES

The Audit Committee is presently composed of David J. Murphy, Robert
C. Vaughan and Patrick J. Healy. The Committee recommends to the Board the
firm to be employed as the Company's independent auditors and consults with
and reviews the reports of the Company's independent auditors and the
Company's internal financial staff.

The Compensation Committee is presently composed of Geoffrey W.
Ramsey, Thomas P. Eagan and John D'Antona. The Compensation Committee
assists the Board in establishing compensation for key employees.

LIMITED LIABILITY AND INDEMNIFICATION OF DIRECTORS

In accordance with the Delaware General Corporation Law, the Company
has included a provision in its Certificate of Incorporation to limit the
personal liability of its directors for violations of their fiduciary duty.
The provision eliminates directors liability to the Company or its
stockholders for monetary damages, except (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for unlawful payment of dividends or
unlawful stock purchases or redemptions, or (iv) for any transaction from
which a director derived an improper personal benefit.

Additionally, in accordance with the Delaware General Corporation Law,
the Company's Certificate of Incorporation and Bylaws indemnify its
directors against liability which they may incur in their capacity as a
director against judgments, penalties, fines, settlements and reasonable
expenses incurred in connection with threatened, pending or completed
civil, criminal, administrative, or investigative proceedings by reason of
the fact that he is or was a director, officer, employee, fiduciary or
agent of the Company if such director acted in good faith and in a manner
reasonably believed to be in the best interests of the Company.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the Company has been advised that

<PAGE>

in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth all compensation paid or accrued by the
Company for services of Geoffrey W. Ramsey, the Company's President, Chief
Executive Officer and Treasurer for the fiscal years ended June 30, 1995
and 1996 and June 29, 1997. No Officer received cash compensation in
excess of $100,000 during such fiscal years.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation Awards
---------------------------------------------------------------------------------------

Other All
Name Annual Restricted LTIP Other
and Compen- Stock Options/ Pay- Compen-
Principal Salary Bonus sation Award(s) SARs outs sation
Position Year (1) ($) ($) ($) ($) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Geoffrey W. Ramsey 1997 $ 65,000 $ 0 $ 0 N/A -0- N/A $6,500(2)
President and 1996 $ 56,000 $ 0 $ 0 -- -0- -- $6,500(2)
Chief Executive 1995 $ 48,000 $ 0 $ 0 -- -0- -- $6,500(2)
Officer
</TABLE>
____________________

(1) Periods presented are for the years ended June 29, 1997 and June 30,
1996 and 1995.
(2) The Company pays Mr. Ramsey's life insurance policy and car allowance
valued at approximately $6,500 per year. Under Mr. Ramsey's
employment agreement, he is also entitled to health and disability
insurance.

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with Messrs Ramsey
and Murphy, Officers and Directors of the Company, for five years
commencing February 19, 1998. Under the terms of the agreements, Messrs
Ramsey and Murphy receive annual salaries of $85,000 and $80,000,
respectively, which may be increased from time to time by the Company's
Compensation Committee or the Board of Directors, but shall not be
decreased without the consent of the employee. Both individuals receive an
expense account, an automobile expense account, related business expenses
and all benefits afforded other employees. The Company also provides
health, disability and insurance to each of these individuals.

In addition, Messrs Ramsey and Murphy each received 225,000 shares of
Series A Preferred Stock out of an aggregate of 700,000 shares of Series A
Preferred Stock issued to four (4) Directors. Each share of Series A
Preferred Stock is convertible into one (1) share of the Company's Common
Stock. However, in the event the Company attains the following revenues

<PAGE>

and pre-tax earnings during the following time period or fiscal year after
the Effective Date of this Prospectus, each share of Series A Preferred
Stock shall be convertible into the following number shares of Common Stock
at no additional cost to Messrs. Ramsey and Murphy.

Number of
Pre-Tax Common
Incentive Period Revenues Earnings Shares
- ---------------- -------- -------- ------
15 Months After
Public Offering $20,000,000 $1,000,000 2.0 shares
Two Years
After Public Offering $40,000,000 $2,000,000 2.5 shares
Three Years
After Public Offering $75,000,000 $3,750,000 3.3 shares

Of the 225,000 shares of Series A Preferred Stock issued to each of
Messrs. Ramsey and Murphy, up to 166,666 shares of Series A Preferred Stock
are convertible upon achieving the performance goals in accordance with the
aforesaid formula at the end of each Incentive Period. In the event the
Company does not attain any of the aforesaid goals, each share of Series A
Preferred Stock then outstanding shall automatically convert, at no
additional cost to the holder, into one (1) share of Common Stock five (5)
years from the Effective Date of this Prospectus. Each share of Series A
Preferred Stock has the same voting rights as a share of Common Stock.

Messrs Ramsey's and Murphy's employment under the employment
agreements may be terminated by them upon a change in control of the
Company which includes the sale of assets, disposition of equity
securities, merger or consolidation, tender offer or exchange, contested
election of directors and other corporate actions. In such event, these
individuals shall be entitled to receive their salaries and benefits for a
period through the second anniversary of the agreement or the expiration
date of the agreement term, whichever period is longer.

COMPENSATION OF DIRECTORS

Members of the Company's Board of Directors are compensated in their
capacities as Directors at the rate of $500 for each regularly scheduled
meeting. However, the Company reimburses all of its Officers, Directors
and employees for accountable expenses incurred on behalf of the Company.

STOCK OPTIONS

OPTIONS GRANTED

The following table sets forth the options that have been granted to
Geoffrey W. Ramsey, the Chief Executive Officer ("CEO") and President,
listed in the Summary Compensation Table as of June 30, 1997.

<PAGE>

Option/SAR Grants
-----------------
Individual Grants
- -------------------------------------------------------------------------
(a) (b) (c) (d) (e)

% of Total
Options/ Options/SARs Exercise
SARs Granted to or Base
Granted Employees Price Expiration
Name (#) in Fiscal Year ($/Share) Date
- ------ ------- ------------- --------- ----------

Geoffrey W. Ramsey 5,000 46.7% $5.00 3/01/07

____________________

In August 1997, the Company granted options to purchase 1,000 shares
of Common Stock to two directors, Mr. Thomas P. Eagan, Jr. and Anne L.
Ramsey, respectively. Also in August 1997, the Company issued options to
purchase 5,000 shares of Common Stock to David J. Murphy, an Officer and
Director. The stock options are exercisable over a period of ten (10)
years at an exercise price of $5.00 per share. The options are subject to
certain adjustment provisions in the event of any stock dividends, reverse
splits and/or reclassifications of the Common Stock.

OPTIONS EXERCISED

Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values(1)
- -------------------------------------------------------------------------

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End ($)
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized(2) Unexercisable Unexercisable
- ---- ----------- ----------- ------------- -------------

Geoffrey W. Ramsey 0 0 5,000/0 0(1)
_____________________

1) At the fiscal year end, there was no trading market for the Company's
Common Stock and the value of the options was accordingly nominal as
of June 27, 1997.

The Board of Directors has adopted a policy not to issue any future
options at less than eighty-five percent (85%) of the then current market
price of the Company's Common Stock on the date of the grant.

<PAGE>

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of March 27, 1998 the ownership of
the Company's Common Stock by (i) each Director of the Company, (ii) all
Executive Officers and Directors of the Company as a group, and (iii) all
persons known by the Company to own more than 5% of the Company's Common
Stock.

<TABLE>
<CAPTION>
Beneficial Ownership
Beneficial Ownership Beneficial Ownership Voting Preferred
Before Offering(1) After Offering(1) After Offering (2)
------------------ ----------------- ------------------
Name and Address Shares Percent Shares Percent Shares Percent
- ---------------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Geoffrey W. and 27,500 (3) 21.2% 19,500 (8) * 225,000 (2) 11.1%
Debra Ramsey
2 Broadway
Hamden, CT 06518-2697

David J. Murphy 23,700 (5) 18.2% 15,700 (8) * 225,000 (5) 11.1%
2 Broadway
Hamden, CT 06518-2697

Anne L. Ramsey 1,400 (4) *% 1,400 * 0 *
2 Broadway
Hamden, CT 06518-2697

Thomas P. and Irene 12,000 (6) 9.2% 4,000 (8) * 100,000 (5) 4.9%
Eagan
11 Woodhouse Avenue
Northford, CT 06472

Robert C. Vaughan 0 (7) * 0 * 150,000 (6) 7.4%
2 Broadway
Hamden, CT 06518-2697

Patrick J. Healy 100 * 100 * 0 *
2 Broadway
Hamden, CT 06518-2697

John D'Antona 0 * 0 * 0 *
2 Broadway
Hamden, CT 06518-2697

All Executive Officers
and Directors as a
group (7 persons) 64,700 49.8% 40,700 2.6% 700,000 34.5%
</TABLE>

<PAGE>

____________________
* Less than 1%

(1) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of
1934. Unless otherwise stated below, each such person has sole voting
and investment power with respect to all such shares. Under Rule
13d-3(d), shares not outstanding which are subject to options, warrants,
rights or conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage
owned by such person, but are not deemed outstanding for the purpose
of calculating the number and percentage owned by each other person
listed.
(2) Calculated on the basis that a total of 1,330,000 shares of Common
Stock are issued and outstanding and 700,000 shares of voting Series
A Preferred are outstanding. See "DESCRIPTIONS OF SECURITIES - Series
A Convertible Preferred Stock."
(3) Mr. Ramsey is the beneficial owner of options to purchase 5,000 shares
of Common Stock and of 225,000 shares of Series A Preferred which has
full voting rights and converts after a five (5) year period to
225,000 shares of Common Stock. Additional shares of Common Stock may
be issued earlier if certain performance goals are achieved. See
"DESCRIPTIONS OF SECURITIES - Series A Convertible Preferred Stock."

(4) Ms. Ramsey is the beneficial owner of options to purchase 1,000 shares
of Common Stock.
(5) Mr. Murphy is the beneficial owner of options to purchase 5,000 shares
of Common Stock and of 225,000 shares of Series A Preferred which has
full voting rights and converts after a five (5) year period to
225,000 shares of Common Stock. Additional shares of Common Stock may
be issued earlier if certain performance goals are achieved. See
"DESCRIPTIONS OF SECURITIES - Series A Convertible Preferred Stock."
(6) Mr. Eagan is the beneficial owner of options to purchase 1,000 shares
of Common Stock and of 100,000 shares of Series A Preferred which has
full voting rights and converts after a five (5) year period to
100,000 shares of Common Stock. Additional shares of Common Stock may
be issued earlier if certain performance goals are achieved. See
"DESCRIPTIONS OF SECURITIES - Series A Convertible Preferred Stock."
(7) Mr. Vaughan is the beneficial owner of 150,000 shares of Series A
Preferred which has full voting rights and converts after a five (5)
year period to 150,000 shares of Common Stock. Additional shares of
Common Stock may be issued earlier if certain performance goals are
achieved. See "DESCRIPTIONS OF SECURITIES - Series A Convertible
Preferred Stock."
(8) Messrs Ramsey, Murphy and Eagan intend to each sell 8,000 of their
shares of the Company's Common Stock pursuant to this Prospectus in
the event the Underwriter exercises its overallotment option. See
"SELLING SHAREHOLDERS."

There is no arrangement or understanding known to the Company,
including any pledge by any person of securities of the Company, the
operation of which may at a subsequent date result in a change in control
of the Company.

<PAGE>

CERTAIN TRANSACTIONS

The Company has a note payable in the principal amount of $13,340 as
of March 27, 1998, to David J. Murphy, an Officer and Director of the
Company. The note is due upon demand; however, it is payable monthly based
on a twenty-year amortization. The interest rate ranges from 1% to 4.5%
over the bank's prime lending rate (9.5% to 10% at April 1, 1998).

On March 1, 1998, the Board of Directors authorized the issuance of
700,000 shares of Series A Preferred shares to Geoffrey W. Ramsey
(225,000), David J. Murphy (225,000), Thomas P. Eagan, Jr. (100,000) and
Robert C. Vaughan (150,000). The shares were issued to create performance
goals for management and their continued employment over the next five (5)
years. See "DESCRIPTION OF SECURITIES - Series A Convertible Preferred
Stock" for a description of the conversion rights of the Series A
Preferred.

The Board of Directors has adopted a policy that all future material
affiliated transactions and/or loans will be made on terms that are no less
favorable to the Company than those that can be obtained from unaffiliated
third parties. Also, all future material affiliated transactions and/or
loans, and any forgiveness of loans, must be approved by a majority of the
Company's independent Directors who do not have an interest in the
transaction and who had access, at the Company's expense, to the Company's
or independent legal counsel.

All future material affiliated transactions and loans will be made or
entered into on terms that are no less favorable to the Company than those
that could be obtained from unaffiliated third parties.

DESCRIPTION OF SECURITIES

As of the date of this Prospectus, the authorized capital stock of the
Company consists of 80,000,000 shares of Common Stock, $.001 par value per
share, and 2,000,000 shares Preferred Stock, $.001 par value(effective May
1998).

COMMON STOCK

All outstanding shares of Common Stock are duly authorized, validly
issued, fully paid and nonassessable. Holders of Common Stock are entitled
to receive dividends, when and if declared by the Board of Directors, out
of funds legally available therefore and to share ratably in the net assets
of the Company upon liquidation. Holders of Common Stock do not have
preemptive or other rights to subscribe for additional shares, nor are
there any redemption or sinking fund provisions associated with the Common
Stock. There are currently 130,000 shares of Common Stock outstanding
owned by approximately 160 persons and/or entities.

Holders of Common Stock are entitled to one vote per share on all
matters requiring a vote of shareholders. Since the Common Stock does not
have cumulative voting rights in electing directors, the holders of more
than a majority of the outstanding shares of Common Stock voting for the
election of directors can elect all of the directors whose terms expire
that year, if they choose to do so.

<PAGE>

There currently exists no trading market for the Company's Common Stock.

PREFERRED STOCK

The Board of Directors of the Company is empowered, without approval
of the Company's shareholders, to cause up to 1,300,000 shares of Preferred
Stock to be issued in one or more series and to establish the number of
shares to be included in each such series and the designations,
preferences, limitations and relative rights, including voting rights, of
the shares of any series. Because the Board of Directors has the power to
establish the preferences and rights of each series, it may afford the
holders of any series of Preferred Stock preferences, powers and rights,
voting or otherwise, senior to the rights of holders of Common Stock. This
includes, among other things, voting rights, conversion privileges,
dividend rates, redemption rights, sinking fund provisions and liquidation
rights which shall be superior to the Common Stock. The issuance of shares
of Preferred Stock could have the effect of delaying or preventing a change
in control of the Company. With the exception of the Series A Preferred
described below, no shares of Preferred Stock will be outstanding at the
close of this Offering, and the Board of Directors has no current plans to
issue any shares of Preferred Stock. The Company has agreed with the
Underwriter not to issue any additional series or shares of Preferred Stock
for a three year period from the Effective Date of this Prospectus without
the Underwriter's prior written consent.

SERIES A CONVERTIBLE PREFERRED STOCK

There are currently 700,000 shares of Series A Preferred Stock issued
to four (4) of the Company's Officers and Directors. Each share of Series
A Preferred Stock is convertible into one (1) share of the Company's Common
Stock. However, in the event the Company attains the following revenues
and pre-tax earnings during the following time periods or fiscal years from
the Effective Date of this Prospectus, each share of Series A Preferred
Stock shall be convertible into the following number shares of Common Stock
at no additional cost to the holders of the Series A Preferred Stock:

Of the 700,000 shares of Series A Preferred Stock issued to the
Company's Officers and Directors, up to 233,333 shares of Series A
Preferred Stock are convertible upon achieving the performance goals in
accordance with the aforesaid formula at the end of each Incentive Period.
In the event the Company does not attain any of the aforesaid goals, each
share of Series A Preferred Stock then outstanding shall automatically
convert, at no additional cost to the holder, into one (1) share of Common
Stock five (5) years from the Effective Date of this Prospectus. Each
share of Series A Preferred Stock has the same voting rights as a share of
Common Stock. Further, the Series A Preferred has no liquidation or other
priorities over the Company's Common Stock.

<PAGE>

VOTING REQUIREMENTS

The Certificate of Incorporation requires the approval of the holders
of a majority of the Company's voting securities for the election of
directors and for certain fundamental corporate actions, such as mergers
and sales of substantial assets, or for an amendment of the Certificate of
Incorporation. There exists no provision in the Certificate of
Incorporation or Bylaws that would delay, defer or prevent a change in
control of the Company.

TRANSFER AGENT

The transfer agent and registrar for the Company's Common Stock and
the Warrant Agent is American Securities Transfer, Inc., 1825 Lawrence
Street, Suite 444, Denver, Colorado 80202. Its telephone number is (303)
234-5300.

WARRANTS

The following is a brief summary of certain provisions of the Warrants
and is qualified in all respects by reference to the actual text of the
Warrant Agreement between the Company and American Securities Transfer,
Inc. (the "Warrant Agent").

EXERCISE PRICE AND TERMS. Each Warrant entitles the holder thereof to
purchase, at any time from the Effective Date of this Prospectus through
the fifth anniversary of the Effective Date of this Prospectus, one share
of Common Stock at a price of $5.50 per share, subject to adjustment in
accordance with the anti-dilution and other provisions referred to below.

The holder of any Warrant may exercise such Warrant by surrendering
the certificate representing the Warrant to the Warrant Agent, with the
subscription form on the reverse side of such certificate properly
completed and executed, together with payment of the exercise price. The
Warrants may be exercised at any time in whole or in part at the applicable
exercise price until expiration of the Warrants five years from the
Effective Date of this Prospectus. No fractional shares will be issued
upon the exercise of the Warrants.

Commencing after the Effective Date of this Offering, the Warrants are
subject to redemption by the Company at $0.25 per Warrant on 30 days'
written notice if the closing bid or trading price of the Company's Common
Stock, as applicable, over 30 consecutive days ending within 10 days of the
notice of redemption averages at least $10.00. The Company is required to
maintain an effective registration statement with respect to the Common
Stock underlying the Warrants at the time of redemption of the Warrants.
In the event the Company exercises the right to redeem the Warrants, such
Warrants will be exercisable until the close of business on the date for
redemption fixed in such notice. If any Warrant called for redemption is
not exercised by such time, it will cease to be exercisable and the holder
will be entitled only to the redemption price. Redemption of the Warrants
could force Warrant holders either to (i) exercise the Warrants and pay the
exercise price thereof at a time when it may be less advantageous
economically to do so, or (ii) accept the redemption price in consideration
for cancellation of the Warrant, which could be substantially less than the
market value thereof at the time of redemption redeemed without consent.
Prior to the first anniversary of the Effective

<PAGE>

Date, the Warrants will not be redeemable by the Company without the
written consent of the Underwriter.

The exercise price of the Warrants bears no relation to any objective
criteria of value and should in no event be regarded as an indication of
any future market price of the Securities offered hereby.

The Company has authorized and reserved for issuance a sufficient
number of shares of Common Stock to accommodate the exercise of all
Warrants to be issued in this offering. All shares of Common Stock to be
issued upon exercise of the Warrants, if exercised in accordance with their
terms, will be validly issued, fully paid and non-assessable.

ADJUSTMENTS. The exercise price and the number of shares of Common
Stock purchasable upon exercise of the Warrants are subject to adjustment
upon the occurrence of certain events, including stock dividends, stock
splits, combinations or reclassification of the Common Stock, or sale by
the Company of shares of its Common Stock (or other securities convertible
into or exercisable for Common Stock) at a price per share or share
equivalent below the then-applicable exercise price of the Warrants or
then-current market price of the Common Stock. Additionally, an adjustment
would be made in the case of a reclassification or exchange of Common
Stock, consolidation or merger of the Company with or into another
corporation, or sale of all or substantially all of the assets of the
Company, in order to enable Warrant holders to acquire the kind and number
of shares of stock or other securities or property receivable in such event
by a holder of that number of shares of Common Stock that would have been
issued upon exercise of the Warrant immediately prior to such event. No
adjustments will be made until the cumulative adjustments in the exercise
price per share amount to $.05 or more. No adjustment to the exercise
price of the shares subject to the Warrants will be made for dividends
(other than stock dividends), if any, paid on the Common Stock or for
securities issued pursuant to conversion of the Series A Preferred Stock or
pursuant to the Company's Stock Option Plan or other employee benefit plans
of the Company, or upon exercise of the Warrants, the Underwriter's Warrant
or any other options or warrants outstanding as of the Effective Date of
this Prospectus.

TRANSFER, EXCHANGE AND EXERCISE. The Warrants are in registered form
and may be presented to the Warrant Agent for transfer, exchange or
exercise at any time prior to their expiration date five years from the
Effective Date of this Prospectus, at which time the Warrants become wholly
void and of no value. If a market for the Warrants develops, the holder
may sell the Warrants instead of exercising them. There can be no
assurance, however, that a market for the Warrants will develop or
continue. If the Company is unable to qualify for sale in particular
states the Common Stock underlying the Warrants, holders of the Warrants
residing in such states and desiring to exercise the Warrants will have no
choice but to sell such Warrants or allow them to expire.

WARRANT HOLDER NOT A SHAREHOLDER. The Warrants do not confer upon
holders any voting or any other rights as shareholders of the Company.

<PAGE>

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement,
Barron Chase Securities, Inc. (the "Underwriter") has agreed to purchase
from the Company an aggregate of 1,200,000 Shares and 1,200,000 Purchase
Warrants (collectively, the "Securities"). The Securities are offered by
the Underwriter subject to prior sale, when, as and if delivered to and
accepted by the Underwriter and subject to approval of certain legal
matters by counsel and certain other conditions. The Underwriter is
committed to purchase all Securities offered by this Prospectus, if any are
purchased (other than those covered by the Over-Allotment Option described
below).

The Company has been advised by the Underwriter that the Underwriter
proposes to offer the Securities to the public at the offering prices set
forth on the cover page of this Prospectus. The Underwriter has advised
the Company that the Underwriter proposes to offer the Securities through
members of the National Association of Securities Dealers, Inc. ("NASD"),
and may allow concessions, in its discretion, to certain selected dealers
who are members of the NASD and who agree to sell the Securities in
conformity with the NASD's Conduct Rules. Such concessions will not exceed
the amount of the underwriting discount that the Underwriter is to receive.

The Company has granted to the Underwriter an Over-Allotment Option,
exercisable for 45 days from the Effective Date, to purchase up to an
additional 180,000 Shares (including up to an aggregate of 24,000 shares
from principal stockholders of the Company) and an additional 180,000
Purchase Warrants at the respective public offering prices less the
Underwriting Discounts set forth on the cover page of this Prospectus. The
Underwriter may exercise this option solely to cover overallotments in the
sale of the Securities being offered by this Prospectus.

The Company has agreed to pay to the Underwriter a commission of ten
percent (10%) of the gross proceeds of this Offering (the "Underwriting
Discount"), including the gross proceeds from the sale of the Over-Allotment
Option, if exercised. In addition, the Company has agreed to pay
to the Underwriter the Non-Accountable Expense Allowance of three percent
(3%) of the gross proceeds of this Offering, including proceeds from any
Securities purchased pursuant to the Over-Allotment Option. The Company
has paid to the Underwriter a $50,000 advance in respect of the Non-
Accountable Expense Allowance. The Underwriter's expenses in excess of the
Non-Accountable Expense Allowance will be paid by the Underwriter. To the
extent that the expenses of the Underwriter are less than the amount of the
Non-Accountable Expense Allowance received, such excess shall be deemed to
be additional compensation to the Underwriter. The Underwriter has
informed the Company that it does not expect sales to discretionary
accounts to exceed five percent (5%) of the total number of Securities
offered by the Company hereby.

The Company has agreed to engage the Underwriter as a financial
advisor at a fee of $108,000, which is payable to the Underwriter on the
Closing Date. Pursuant to the terms of a financial advisory agreement, the
Underwriter has agreed to provide, at the Company's request, advice to the
Company concerning potential merger and acquisition and financing
proposals, whether by public financing or otherwise. The Company has also
agreed that if the

<PAGE>

Company participates in any transaction which the Underwriter has
introduced in writing to the Company during a period of five years after
the Closing (including mergers, acquisitions, joint ventures and any other
business transaction for the Company introduced in writing by the
Underwriter), and which is consummated after the Closing (including an
acquisition of assets or stock for which it pays, in whole or in part, with
shares or other securities of the Company), or if the Company retains the
services of the Underwriter in connection with any such transaction (an
"Introduced Consummated Transaction"), then the Company will pay for the
Underwriter's services an amount equal to 5% of up to one million dollars
of value paid or received in the transaction, 4% of the next million of
such value, 3% of the next million of such value, 2% of the next million of
such value, and 1% of the next million dollars of such value and of all
such value above $4,000,000. As of the date of this Prospectus, the
Underwriter has not identified any merger candidates and there is no
agreements or understandings with respect to the acquisition of any company
and the Company is not currently conducting negotiations with respect to
any acquisition.

Prior to this Offering, there has been no public market for the shares
of Common Stock or the Purchase Warrants. Consequently, the initial public
offering prices for the Securities, and the terms of the Purchase Warrants
(including the exercise price of the Purchase Warrants), have been
determined by negotiation between the Company and the Underwriter. Among
the factors considered in determining the public offering prices were the
history of, and the prospects for, the Company's business, an assessment of
the Company's management, the Company's past and present operations, its
development and the general condition of the securities market at the time
of this Offering. The initial public offering prices do not necessarily
bear any relationship to the Company's assets, book value, earnings, or
other established criteria of value. Such prices are subject to change as
a result of market conditions and other factors, and no assurance can be
given that a public market for the Shares or the Purchase Warrants will
develop after the Closing, or if a public market in fact develops, that
such public market will be sustained, or that the Shares or the Purchase
Warrants can be resold at any time at the offering or any other price. See
"RISK FACTORS."

At the Closing, the Company will issue to the Underwriter and/or
persons related to the Underwriter, for nominal consideration, the Common
Stock Underwriter Warrants to purchase up to 120,000 shares of Common Stock
(the "Underlying Shares") and the Warrant Underwriter Warrants to purchase
up to 120,000 warrants (the "Underlying Warrants"). The Common Stock
Underwriter Warrants, the Warrant Underwriter Warrants and the Underlying
Warrants are sometimes referred to in this Prospectus as the "Underwriter
Warrants." The Common Stock Underwriter Warrants and the Warrant
Underwriter Warrants will be exercisable for a five-year period commencing
on the Effective Date. The initial exercise price of each Common Stock
Underwriter Warrant shall be $7.50 per Underlying Share (150% of the public
offering price). The initial exercise price of each Warrant Underwriter
Warrant shall be $.1875 per Underlying Warrant (150% of the public offering
price). Each Underlying Warrant will be exercisable for a five-year period
commencing on the Effective Date to purchase one share of Common Stock at
an exercise price of $7.50 per share of Common Stock. The Underwriter
Warrants will be restricted from sale, transfer, assignment or
hypothecation for a period of twelve months from the Effective Date by the
holder, except (i) to officers of the Underwriter and members of the
selling group and officers and partners thereof; (ii) by will; or (iii) by
operation of law.

<PAGE>

The Common Stock Underwriter Warrants and the Warrant Underwriter
Warrants contain provisions providing for appropriate adjustment in the
event of any merger, consolidation, recapitalization, reclassification,
stock dividend, stock split or similar transaction. The Underwriter
Warrants contain net issuance provisions permitting the holders thereof to
elect to exercise the Underwriter Warrants in whole or in part and instruct
the Company to withhold from the securities issuable upon exercise, a
number of securities, valued at the current fair market value on the date
of exercise, to pay the exercise price. Such net exercise provision has
the effect of requiring the Company to issue shares of Common Stock without
a corresponding increase in capital. A net exercise of the Underwriter
Warrants will have the same dilutive effect on the interests of the
Company's shareholders as will a cash exercise. The Underwriter Warrants
do not entitle the holders thereof to any rights as a shareholder of the
Company until such Underwriter Warrants are exercised and shares of Common
Stock are purchased thereunder.

The Underwriter Warrants and the securities issuable thereunder may
not be offered for sale except in compliance with the applicable provisions
of the Securities Act. The Company has agreed that if it shall cause a
post-effective amendment, a new registration statement, or similar offering
document to be filed with the Commission, the holders shall have the right,
for seven (7) years from the Effective Date, to include in such
registration statement or offering statement the Underwriter Warrants
and/or the securities issuable upon their exercise at no expense to the
holders. Additionally, the Company has agreed that, upon request by the
holders of 50% or more of the Underwriter Warrants during the period
commencing one year from the Effective Date and expiring four years
thereafter, the Company will, under certain circumstances, register the
Underwriter Warrants and/or any of the securities issuable upon their
exercise.

In order to facilitate the offering of the Common Stock and Purchase
Warrants, the Underwriter may engage in transactions that stabilize,
maintain or otherwise affect the price of the Common Stock and Purchase
Warrants. Specifically, the Underwriter may overallot in connection with
the Offering, creating a short position in the Common Stock and Purchase
Warrant for its own account. In addition, to cover overallotments or to
stabilize the price of the Common Stock and Purchase Warrant, the
Underwriter may bid for, and purchase, shares of Common Stock and Purchase
Warrants in the open market. Finally, the Underwriter may reclaim selling
concessions allowed to a dealer for distributing the Common Stock and
Purchase Warrant in the Offering, if the Underwriter repurchases previously
distributed Common Stock or Purchase Warrants in transactions to cover the
Underwriter's short position in stabilization transactions or otherwise.
Any of these activities may stabilize or maintain the market price of the
Common Stock and Purchase Warrants above independent market levels. The
Underwriter is not required to engage in these activities, and may end any
of these activities at any time.

The Company has agreed to indemnify the Underwriter against any costs
or liabilities incurred by the Underwriter by reason of misstatements or
omissions to state material facts in connection with the statements made in
the Registration Statement filed by the Company with the Commission under
the Securities Act (together with all amendments and exhibits thereto, the
"Registration Statement") and this Prospectus. The Underwriter has in turn
agreed to indemnify the Company against any costs or liabilities by reason
of misstatements or omissions to state material facts in connection with
the statements made in the Registration Statement and this

<PAGE>

Prospectus, based on information relating to the Underwriter and furnished
in writing by the Underwriter. To the extent that these provisions may
purport to provide exculpation from possible liabilities arising under the
federal securities laws, in the opinion of the Commission, such
indemnification is contrary to public policy and therefore unenforceable.

Pursuant to the Underwriting Agreement, the Underwriter has the right
to appoint an individual of its choice to attend and observe all of the
Company's Board of Directors' meetings. This individual will not be
compensated by the Company or be allowed to vote on any matter before the
Board.

The foregoing is a summary of the principal terms of the agreements
described above and does not purport to be complete. Reference is made to
copies of each such agreement which are filed as exhibits to the
Registration Statement. See "ADDITIONAL INFORMATION."

<PAGE>

SELLING SHAREHOLDERS

The following table sets forth the number and percentage of shares of
Common Stock that are being registered by this Prospectus for the account
of certain shareholders of the Company who acquired shares of the Company
when the Company was formed in 1986 ("Selling Shareholders"). The shares
will only be sold pursuant to this Prospectus in the event the Underwriter
exercises its overallotment option. In the event the Underwriter does not
elect to exercise the overallotment option, these shares can only be sold
in accordance with Rule 144 and only for a two year period with the consent
of the Underwriter to a release from the two (2) year Lock up Agreement.
Each Selling Shareholder has agreed in writing not to sell, transfer or
otherwise dispose of any other shares of their Common Stock and/or Series
A Preferred Stock for a period of twenty four months (24) from the
Effective Date of this Prospectus without the prior written consent of the
Underwriter. The Company will not receive any proceeds from the sale of
the shares of Common Stock by the Selling Shareholders.

The Company consents to the use of the Prospectus by the Selling
Shareholders in connection with sales of the Common Stock registered
hereunder.

<TABLE>
<CAPTION>
Number of Total Number
Shares of of Common Percentage of
Common Stock Shares Common Stock Total Amount Percentage
to be Owned Prior Owned Prior Owned After Owned After
Name Registered to Offering to Offering(1) Offering (2) Offering (1)(3)(4)
- ---- ---------- ----------- -------------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Geoffrey W. Ramsey 8,000 22,500 17.3% 14,500 *
David J. Murphy 8,000 18,700 14.3% 11,700 *
Thomas P. Eagan, Jr. 8,000 11,000 8.4% 3,000 *
-------- -------- --------
Totals 24,000 52,200 29,200
======== ======== ========
</TABLE>
* Less than 1%

(1) Based on 130,000 shares outstanding prior to this offering.
(2) Assumes that all shares are sold by the Selling Shareholders.
(3) Based on 1,330,000 shares outstanding.
(4) Does not include 700,000 shares of voting Preferred Shares which can
convert into 700,000 shares of Common Stock after five (5) years or
earlier if certain performance goals are achieved.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have 1,330,000
shares of Common Stock outstanding, not including up to 2,310,000 shares
which may be issued to the holders of the 700,000 Series A Preferred Stock
under certain circumstances. Of the 130,000 shares presently outstanding,
52,600 shares of Common Stock are beneficially held by the Company's
Officers and Directors. Each of these individuals have agreed not to sell,
transfer, or otherwise dispose of any shares or options beneficially held
by them for twenty four months (24) from the Effective Date of this
Prospectus without the prior written consent of the Underwriter, except as
discussed above, see "SELLING SHAREHOLDERS." In addition, options and
warrants to

<PAGE>
purchase 1,452,000 shares of Common Stock will be outstanding, including
the public warrants of 1,200,000, the Underwriter's Warrants and management
stock purchase options of 12,000 shares. All shares of Common Stock
purchased in this offering will be freely transferable without restriction
or registration under the Securities Act, except to the extent purchased
or owned by "affiliates" of the Company as defined for purposes of the
Securities Act.

In general, under Rule 144 as currently in effect, a person who has
beneficially owned "restricted" securities for at least one year, including
persons who may be deemed to be "affiliates" of the Company, may sell
publicly without registration under the Securities Act, within any three-
month period, assuming compliance with other provisions of the Rule, a
number of shares that does not exceed the greater of (i) one percent of the
Common Stock then outstanding, or (ii) the average weekly trading volume in
the Common Stock during the four calendar weeks preceding such sale. A
person who is not deemed an "affiliate" of the Company and who has
beneficially owned shares for at least two years would be entitled to sell
such shares under Rule 144 without regard to the volume and other
limitations described above.

Prior to this offering, there has been no market for the Common Stock,
and no prediction can be made of the effect, if any, of future public sales
of "restricted" shares or the availability of "restricted" shares for sale
in the public market at the market price prevailing from time to time.
Nevertheless, sales of substantial amounts of the Company's "restricted"
shares in any public market that may develop could adversely affect
prevailing market prices.

LEGAL PROCEEDINGS

The Company is not a party to, nor is it aware of, any threatened
litigation against the Company of a material nature.

LEGAL MATTERS

The validity of the securities offered hereby is being passed upon for
the Company by John B. Wills, Esq., 410 17th Street, Suite 1940, Denver,
Colorado 80202. Certain legal matters will be passed upon for the
Underwriter by David A. Carter, P.A., 2300 Glades Road, Suite 210, West
Tower, Boca Raton, Florida 33431.

EXPERTS

The financial statements of the Company as of and for the years ended
June 29, 1997 and June 30, 1996 appearing in this Prospectus have been
audited by DiSanto Bertoline & Company, P.C., independent auditors, as set
forth in their report thereon appearing elsewhere herein and are included
in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.

<PAGE>

ADDITIONAL INFORMATION

The Company has filed a Registration Statement under the Securities
Act of 1933, as amended with respect to the securities offered hereby with
the United States Securities and Exchange Commission ("SEC"), 450 Fifth
Street, N.W., Washington, D.C. 20549. This Prospectus, which is a part of
the Registration Statement, does not contain all of the information
contained in the Registration Statement and the exhibits and schedules
thereto, certain items of which are omitted in accordance with the rules
and regulations of the SEC. For further information with respect to the
Company and the securities offered hereby, reference is made to the
Registration Statement, including all exhibits and schedules therein, which
may be examined at the SEC's Washington, D.C. office, 450 Fifth Street,
N.W., Washington, D.C. 20549 without charge, or copies of which may be
obtained from the SEC upon request and payment of the prescribed fee.
Statements made in this Prospectus as to the contents of any contract,
agreement or document are not necessarily complete, and in each instance
reference is made to the copy of such contract, agreement or other document
filed as an exhibit to the Registration Statement, and each such statement
is qualified in its entirety by such reference. The Company is a reporting
company under the Securities Exchange Act of 1934, as amended, and in
accordance therewith in the future will file reports and other information
with the SEC. All of such reports and other information may be inspected
and copied at the public reference facilities maintained by the SEC at the
address set forth above in Washington, D.C. and at regional offices of the
SEC located at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, Suite 1300, New York, New York 10048. In
addition, the Company intends to provide its shareholders with annual
reports, including audited financial statements, unaudited interim reports
and such other reports as the Company may determine necessary. The SEC
maintains a Web site that contains reports, proxy and information
statements and other information regarding issuers that file electronically
with the SEC at http://www.secgov.

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING
SERVICES, INC.)

FINANCIAL STATEMENTS
AS OF JUNE 29, 1997 AND JUNE 30, 1996

TOGETHER WITH

INDEPENDENT AUDITORS' REPORT

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)

TABLE OF CONTENTS

PAGE
----

INDEPENDENT AUDITORS' REPORT F-1

FINANCIAL STATEMENTS

Balance Sheets F-2

Statements of Operations F-3

Statements of Changes in Stockholders' Equity F-4

Statements of Cash Flows F-5

Notes to Financial Statements F-6

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Host America Corporation

We have audited the accompanying balance sheets of Host America Corporation
(formerly, University Dining Services, Inc.) (the Company) as of June 29,
1997 and June 30, 1996, and the related statements of operations, changes
in stockholders' equity, and cash flows for the years 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 audits 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 financial statements referred to above present fairly,
in all material respects, the financial position of Host America
Corporation (formerly, University Dining Services, Inc.) as of June 29,
1997 and June 30, 1996, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles

/s/ DiSanto Bertoline & Company, P.C.

Glastonbury, Connecticut
November 11, 1997, except for Notes 1
and Note 9, as to which the date is
March 9, 1998

F-1

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
BALANCE SHEETS

ASSETS

March 27, 1998
June 29, 1997 June 30, 1996 (Unaudited)
------------- ------------- -----------

<S> <C> <C> <C>
CURRENT ASSETS
Cash $ 140,121 $ 72,746 $ 100,257
Accounts receivable, net of allowance
for doubtful accounts of $10,000,
$2,800 and $10,000 at June 29, 1997,
June 30, 1996 and March 27, 1998,
respectively 331,263 232,369 382,288
Inventory 173,759 165,377 183,611
Deferred offering costs - - 174,337
Prepaid expenses and other 73,082 58,031 94,689
Deferred income taxes 30,000 38,300 16,000
---------- ---------- ----------
Total current assets 748,225 566,823 951,182

PROPERTY AND EQUIPMENT, net 234,133 248,200 240,636
---------- ---------- ----------
$ 982,358 $ 815,023 $1,191,818
========== ========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Current portion of long-term debt $ 85,643 $ 87,954 $ 175,643
Accounts payable 580,190 436,892 577,690
Accrued expenses 96,393 110,207 163,532
Due to officer/director 10,641 12,100 13,340
---------- ---------- ----------
Total current liabilities 772,867 647,153 930,205

LONG-TERM DEBT, less current portion
included above 80,770 125,692 45,371

COMMITMENTS - - -

STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value,
20,000,000 shares authorized, 700,000
shares issued and outstanding - - 700
Common stock, $.001 par value,
80,000,000 shares authorized, 130,000
shares issued and outstanding 130 130 130

Additional paid-in capital 244,958 244,958 3,744,258
Deficit (116,367) (202,910) (3,528,846)
---------- ---------- ----------

Total stockholders' equity 128,721 42,178 216,242
---------- ---------- ----------
$ 982,358 $ 815,023 $1,191,818
========== ========== ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS.

F-2

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
STATEMENTS OF OPERATIONS

For the nine months ended
For the years ended --------------------------
---------------------- March 27, March 28,
June 29, June 30, 1998 1997
1997 1996 (Unaudited) (Unaudited)
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
NET REVENUES $5,971,926 $4,939,428 $5,004,385 $4,290,622

COST OF GOODS SOLD 5,320,361 4,462,335 4,426,815 3,861,280
---------- ---------- ---------- ----------

Gross profit 651,565 477,093 577,570 429,342

GENERAL AND ADMINISTRATIVE
EXPENSES 553,367 441,549 4,003,247 370,600
---------- ---------- ---------- ----------

Income (loss) from
operations 98,198 35,544 (3,425,677) 58,742

OTHER INCOME (EXPENSE)
Miscellaneous income 18,924 30,580 35,302 12,450
Interest expense (18,079) (23,000) (22,104) (18,665)
---------- ---------- ---------- ----------
845 7,580 13,198 (6,215)
---------- ---------- ---------- ----------

Income (loss) before
provision for income taxes 99,043 43,124 (3,412,479) 52,527

PROVISION FOR INCOME TAXES 12,500 11,000 - 9,400
---------- ---------- ---------- ----------

Net income (loss) $ 86,543 $ 32,124 $(3,412,479) $ 43,127
========== ========== ========== ==========

EARNINGS (LOSS) PER COMMON
SHARE 0.67 0.25 (26.25) 0.33
========== ========== ========== ==========

WEIGHTED AVERAGE SHARES
OUTSTANDING 130,000 130,000 130,000 130,000
========== ========== ========== ==========

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS.

F-3

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Preferred Stock Common Stock Additional Total
-------------------- --------------------- Paid-in Stockholders'
Shares Amount Shares Amount Capital Deficit Equity
-------- -------- -------- -------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
June 29, 1995 - $ - 13,000,000 $ 13,000 $ 232,088 $ (235,034) $ 10,054

Net income - - - - - 32,124 32,124
-------- ---------- ---------- -------- --------- ---------- ----------

Balance,
June 30, 1996 - - 13,000,000 13,000 232,088 (202,910) 42,178

Net income - - - - - 86,543 86,543
-------- ---------- ---------- -------- --------- ---------- ----------

Balance,
June 29, 1997 - - 13,000,000 13,000 232,088 (116,367) 128,721

Issuance of
Preferred
Stock
(Unaudited) 700,000 700 - - 3,499,300 - 3,500,000

Reverse stock
split (unaudited) - - (12,870,000) (12,870) 12,870 - -

Net loss
(unaudited) - - - - - (3,412,479) (3,412,479)
-------- ---------- ---------- -------- --------- ---------- ----------

Balance,
March 27, 1998
(unaudited) 700,000 $ 700 130,000 $ 130 $3,744,258 $(3,528,846) $ 216,242
======== ========== ========== ======== ========= ========== ==========

Balance,
June 30, 1996 - $ - 13,000,000 $ 13,000 $ 232,088 $ (202,910) $ 42,178

Net income
(unaudited) - - - - - 43,127 43,127

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

Balance,
March 28, 1997
(unaudited) - $ - 13,000,000 $ 13,000 $ 232,088 $ (159,783) $ 83,305
======== ========== ========== ======== ========= ========== ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS.

F-4

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
STATEMENTS OF CASH FLOWS

For the nine months ended
For the years ended -------------------------
------------------------ March 27, March 28,
June 29, June 30, 1998 1997
1997 1996 (Unaudited) (Unaudited)
----------- ----------- ----------- ----------

<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $ 86,543 $ 32,124 $(3,412,479) $ 43,127

Adjustments to reconcile net
income (loss) to net cash provided
by operating activities
Depreciation and amortization 82,299 75,643 65,196 59,772
Deferred income taxes 8,300 5,200 14,000 -
Gain on sale of property and
equipment 311 - - -

Compensation of expense pursuant
to issuance of preferred stock - - 3,500,000 -

Changes in operating assets
and liabilities:
Increase (decrease) in
accounts payable 143,298 107,690 (2,500) 36,721
(Increase) decrease in inventory (8,382) (43,432) (9,852) (2,146)
(Decrease) increase in accrued
expenses (13,814) 21,598 67,139 35,743
Increase in prepaid expenses
and other (15,051) (31,815) (21,607) (49,392)
Increase in accounts receivable (98,894) (132,869) (51,205) (1,353)
---------- ----------- ---------- ----------
Net cash provided by operating
activities 184,610 34,139 148,692 122,472
---------- ----------- ---------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of equipment 4,088 - - -
Purchases of property and equipment (72,631) (110,259) (71,519) (54,865)
---------- ----------- ---------- ----------
Net cash used in investing
activities (68,543) (110,259) (71,519) (54,865)
---------- ----------- ---------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt 43,041 97,000 150,000 9,554
Deferred offering costs - - (174,337) -
(Payments to) increase in due to
officer/director (1,459) (3,900) 2,699 2,440
Principal payments on long-term debt (90,274) (54,897) (95,399) (63,897)
---------- ----------- ---------- ----------
Net cash (used in) provided by
financing activities (48,692) 38,203 (117,037) (51,903)
---------- ----------- ---------- ----------

NET INCREASE (DECREASE) IN CASH 67,375 (37,917) (39,864) 15,704

CASH, beginning of period 72,746 110,663 140,121 72,746
---------- ----------- ---------- ----------

CASH, end of period $ 140,121 $ 72,746 $ 100,257 $ 88,450
========== =========== ========== ==========

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid during the period for:
Interest $ 18,079 $ 23,000 $ 22,104 $ 18,665
Income taxes 4,200 10,887 250 250
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS.

F-5

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Host America Corporation (the Company) was incorporated in Delaware on
February 6, 1986 with the name University Dining Services, Inc. On
March 9, 1998, the Company filed a certificate of amendment changing
its name to Host America Corporation. The Company is a contract food
management organization which specializes in providing full service
restaurant and employee dining, special event catering, vending and
office coffee service to business and industry accounts primarily
located in Connecticut and northern New Jersey. Approximately 91% of
sales are directly related to the management of corporate restaurants
and catering, with the remaining 9% of sales attributable to vending
operations.

PUBLIC OFFERING

In February 1988, the Company conducted a public offering and sold
5,000,000 shares of its common stock to the general public. These
shares, together with the outstanding shares resulting from the
original capitalization of the Company and a private placement
offering, are reflected in the accompanying financial statements, net
of the reverse stock split discussed in Note 9. In December 1994, the
Company deregistered from Section 12(g) of the Exchange Act and
suspended its periodic reporting between January, 1995 and January,
1998.

FISCAL YEAR

The Company's fiscal year ends on the last Sunday in June. Fiscal
years in the two-year periods ended June 29, 1997 and June 30, 1996,
each contain fifty-two weeks.

USE OF ESTIMATES

The 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 the disclosure of contingent assets and liabilities as
of the date of the financial statements, and the revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

CASH EQUIVALENTS

For the purpose of the statement of cash flows, the Company defines
cash equivalents as highly liquid instruments with an original
maturity of three months or less. The Company had no cash equivalents
at June 29, 1997, June 30, 1996 or March 27, 1998 (unaudited).

INVENTORY

Inventory consists primarily of food supplies and is stated at the
lower of cost or market, with cost determined on a first-in, first-out
basis.

F-6

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

DEFERRED OFFERING COSTS

Deferred offering costs consist of specific incremental costs incurred
in connection with a proposed offering of securities. These costs
will be applied against the proceeds of the offering which is
anticipated to take place during 1998.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. Upon retirement or
disposition of depreciable properties, the cost and related
accumulated depreciation are removed from the accounts and any
resulting gain or loss is reflected in the results of operations.
Depreciation and amortization are computed by applying the straight-
line method over the estimated useful lives of the related assets,
which range from three to ten years.

Maintenance, repairs and minor renewals are charged to operations as
incurred. Expenditures which substantially increase the useful lives
of the related assets are capitalized.

REVENUE RECOGNITION

The Company's revenue is recognized at the point of sale of food and
merchandise items and upon delivery of service for catering,
restaurant management and related services.

INCOME TAXES

The Company recognizes deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in
the financial statements or tax returns. Deferred tax liabilities and
assets are determined based on the differences between the financial
statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to
reverse.

ADOPTION OF ACCOUNTING STANDARD

Effective December 15, 1997, the Company has adopted Financial
Accounting Standards (SFAS) No. 128 "Earnings Per Share." The
objective of SFAS No. 128 is to simplify the standards for computing
earnings per share (EPS) and make them comparable to international EPS
standards. It replaces the presentation of primary EPS with a
presentation of basic EPS. SFAS No. 128 was effective for periods
ending after December 15, 1997, including interim periods; earlier
application was not permitted. Implementation of SFAS No. 128 did not
have any impact on the Company's calculation of EPS.

F-7

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ADOPTION OF ACCOUNTING STANDARD (CONTINUED)

Net (loss) income per common share was computed based upon 130,000
weighted average shares outstanding during each of the periods.
Dilutive earnings per share was not presented as the potentially
dilutive convertible preferred stock and stock purchase options are
anti-dilutive.

NOTE 2 - FINANCIAL INSTRUMENTS

CONCENTRATIONS OF CREDIT RISK

The Company's financial instruments that are exposed to concentrations
of credit risk consist primarily of cash and accounts receivable.

* Cash - The Company places its cash and temporary cash investments
with high credit quality institutions. At times, such investments
may be in excess of the FDIC insurance limit.

* Accounts receivable - The Company grants credit to its customers,
substantially all of whom provide full service restaurant and
employee dining services. Three major customers comprise 78% of
accounts receivable as of June 29, 1997 and two major customers
comprise 66% of accounts receivable at June 30, 1996. Net revenues
from individual customers which exceeded ten percent of total net
revenues during the years ended June 29, 1997 and June 30, 1996
aggregated 49% (2 customers) and 67% (3 customers), respectively.
The Company reviews a customer's credit history before extending
credit and establishes an allowance for doubtful accounts based upon
factors surrounding the credit risk of specific customers,
historical trends, and other information. Such losses have been
within management's expectations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards (SFAS) No. 107, FAIR VALUE
OF FINANCIAL INSTRUMENTS, requires disclosure of the fair value of
financial instruments for which the determination of fair value is
practicable. SFAS No. 107 defines the fair value of a financial
instrument as the amount at which the instrument could be exchanged in
a current transaction between willing parties.

F-8

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2 - FINANCIAL INSTRUMENTS (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying amount of the Company's financial instruments
approximates their fair value as outlined below:

* Cash, accounts receivable, due to officer/director, accounts payable
and accrued expenses - The carrying amounts approximate their fair
value because of the short maturity of those instruments.

* Long-term debt - The carrying amount approximates fair value as the
interest rates on the various notes approximate the Company's
estimated incremental borrowing rate.

The Company's financial instruments are held for other than trading
purposes.

NOTE 3 - PROPERTY AND EQUIPMENT

A summary of property and equipment is as follows:

March 27,
June 29, June 30, 1998
1997 1996 (Unaudited)
-------- --------- ----------
<S> <C> <C> <C>

Equipment and fixtures $623,906 $560,001 $695,605
Vehicles 124,263 121,440 124,263
Leasehold improvements 7,089 7,089 7,089
-------- -------- --------
755,258 688,530 826,957

Less: accumulated depreciation
and amortization 521,125 440,330 586,321
-------- -------- --------
$234,133 $248,200 $240,636
======== ======== ========
</TABLE>

Depreciation and amortization expense for the years ended June
29, 1997 and June 30, 1996 totaled $82,299 and $75,643,
respectively, and $65,196 (unaudited) and $59,772 (unaudited) for
the nine months ended March 27, 1998 and March 28, 1997,
respectively.

F-9

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 - LONG-TERM DEBT

Long-term debt consists of the following as of June 29, 1997 and
June 30, 1996:

1997 1996
---------- ----------

Various equipment notes payable
at interest rates ranging from 10%
to 10.25%, maturing through
November, 2000. The notes are
secured by the related equipment. $115,000 $125,614

Various vehicle notes payable at
interest rates ranging from 8.75%
to 10.5%, maturing through
January, 2000. The notes are
secured by the related vehicles. 46,397 63,279

Note payable to vendor at an
interest rate of 18%, payable
in weekly installments of principal
and interest of $500, final payment
due November, 1997. 5,016 24,753
-------- --------
166,413 213,646
Less: current portion 85,643 87,954
-------- --------
$ 80,770 $125,692
======== ========

Maturities of long-term debt for each of the fiscal years
succeeding June 29, 1997 are as follows:

1998 $ 85,643
1999 64,266
2000 16,504
--------
$166,413
========

NOTE 5 - DUE TO OFFICER/DIRECTOR

Demand amounts due to officer/director bear interest at the rate
of 9.95% per annum and are being repaid based on a twenty-five
year amortization of principal.

NOTE 6 - INCOME TAXES

The provision for income taxes consists of the following for the
years ending June 29, 1997 and June 30, 1996:

1997 1996
---------- ----------

Current
Federal $ - $ 1,200
State 4,200 4,600
Deferred 8,300 5,200
-------- --------
$ 12,500 $ 11,000
-------- --------

F-10

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 6 - INCOME TAXES (CONTINUED)

The Company has federal net operating loss carryforwards of
approximately $107,000 expiring in fiscal 2006.

Expected tax expense based on the federal statutory rate is
reconciled with the actual expense for the years ended June 29,
1997 and June 30, 1996 as follows:

1997 1996
---------- ----------

Statutory federal income tax 34% 34%
State taxes, net of federal income
tax benefit 4 5
Other 2 1
Utilization of net operating loss
carryforwards (34) (30)
Change in valuation allowance 6 16
---- ----
12% 26%
==== ====

The significant components of the deferred tax provision are as
follows:

1997 1996
---------- ----------

Net operating loss - federal $ 25,500 $ 12,000
Net operating loss - state 8,400 16,400
Allowance for doubtful accounts (2,800) -
Valuation allowance (22,800) (23,200)
-------- --------
$ 8,300 $ 5,200
======== ========

The components of the deferred tax asset account as of June 29,
1997 and June 30, 1996 are as follows:

1997 1996
---------- ----------

Deferred tax assets:
Net operating loss - federal $ 33,000 $ 58,500
Allowance for doubtful accounts 2,800 -
Net operating loss - state - 8,400
Valuation allowance (5,800) (28,600)
-------- --------
Total deferred tax asset $ 30,000 $ 38,300
======== ========

F-11

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 - COMMITMENTS

The Company leases its office facility under the terms of a three
year lease agreement expiring October, 1997 with a monthly
payment of $1,575. Rent expense charged to operations under this
and preceding leases aggregated $18,900 for the years ended June
29, 1997 and June 30, 1996, respectively, and $16,300 (unaudited)
and $14,175 (unaudited) for the nine months ended March 27, 1998
and March 28, 1997, respectively.

The Company is also leasing various equipment under certain other
operating leases which expire within one to two years. In
certain cases, the cost of leasing the equipment is billed to
customers in connection with the Company's cafeteria services.
Rent expense for these operating leases for equipment aggregated
$26,592 and $17,113 for the years ended June 29, 1997 and June
30, 1996, respectively, and $22,699 (unaudited) and $19,191
(unaudited) for the nine months ended March 27, 1998 and March
28, 1997, respectively.

Lastly, the Company leases a food service and banquet facility
from the Town of Hamden under the terms of a three year lease
agreement expiring in December, 1999. Rent expense charged to
operations under this lease agreement aggregated $25,200 for the
years ended June 29, 1997 and June 30, 1996, respectively, and
$18,900 (unaudited) for the nine months ended March 27, 1998 and
March 28, 1997, respectively.

Future minimum lease payments on all operating leases for each of
the fiscal years succeeding June 29, 1997 are as follows:

1998 $ 63,785
1999 61,050
2000 36,600
2001 16,000
--------
$177,435
========

NOTE 8 - ADVERTISING

The Company expenses the production costs of advertising the
first time the advertising takes place. Advertising expense was
$17,571 and $18,737 for the years ended June 29, 1997 and June
30, 1996, respectively, and $7,946 (unaudited) and $11,931
(unaudited) for the nine months ended March 27, 1998 and March
28, 1997, respectively.

F-12

<PAGE>

HOST AMERICA CORPORATION
(FORMERLY, UNIVERSITY DINING SERVICES, INC.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 9 - SUBSEQUENT EVENTS

On August 10, 1997, the Company granted stock purchase options to
certain officers and directors of the Company extending the right
to purchase up to 12,000 shares of the Company's common stock at
an exercise price determined by the Company's Board of Directors
to be five dollars per share. The stock purchase options are
subject to certain adjustment provisions in the event of any
stock dividends, reverse splits and/or reclassifications of
common stock, and expire ten years from the date of the grant.

On February 14, 1998, the Board of Directors of the Company
authorized the reverse split of all issued and outstanding shares
of common stock so that each one hundred shares outstanding
converted to one share. Share amounts in the statements of
changes in stockholders' equity reflect the actual share amounts
outstanding for the periods presented. All references to the
number of common shares and per share amounts reflected elsewhere
in the accompanying financial statements and related footnotes
have been restated as appropriate to reflect the effect of the
split for all periods presented.

On February 19, 1998, the Company entered into five-year
employment agreements with its officers/directors. Under the
terms of the agreements, the President and Vice President of the
Company are to receive annual salaries of $85,000 and $80,000,
respectively, which may be increased by the Company's
Compensation Committee or the Board of Directors, but shall not
be decreased without the consent of the employee. Both
individuals receive an expense account, an automobile expense
allowance, related business expenses and all other benefits
afforded other employees. The Company also provides health,
disability and insurance to each of these individuals.

On March 1, 1998, the Company issued 700,000 shares of Preferred
Stock to certain officers and directors of the Company. Each
share of Preferred Stock is convertible into one share of Common
Stock at a conversion value of $5.00 per share. The conversion
price can potentially decrease should the Company meet certain
revenue and pre-tax earnings incentives over the next three years
and in the event the Company does not attain any of the
incentives, each share of Series A Preferred Stock then
outstanding shall automatically convert, at no additional cost to
the holder into one (1) share of common stock at the end of five
(5) years,. The Preferred Shares have been valued by the Board
of Directors at $5.00 per share based on the stock's conversion
value. The Preferred Shares are entitled to vote on all matters
that the Common Stock is entitled to vote on the basis of one
vote per share. Compensation expense of $3,500,000 has been
recognized as a result of this transaction.

F-13

<PAGE>

[GRAPHIC OF THE LAUREL VIEW COUNTRY CLUB OMITTED]

LAUREL VIEW COUNTRY CLUB*

[GRAPHIC OF THE FOOD COURT IN WHITE PLANS, NY OMITTED]

FOOD COURT
WHITE PLAINS, NY*

[GRAPHIC OF HOST AMERICA CONCEPTS OMITTED]

HOST AMERICA CONCEPTS

[GRAPHIC OF THE DINING ROOM AT LAUREL VIEW COUNTRY CLUB OMITTED]

DINING ROOM
LAUREL VIEW COUNTRY CLUB*

*The Company does not own this facility

<PAGE>

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

No dealer, sales person representative, or other person has been
authorized to give any information or to make any representation other than
those contained in this Prospectus, and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company or any Underwriter. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities by, any person in
any jurisdiction in which such offer or solicitation is unlawful. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that the information contained
herein is correct as of any date subsequent to the date hereof.
___________________

TABLE OF CONTENTS
Page
----
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . .1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Summary Financial Data . . . . . . . . . . . . . . . . . . . . . . . . .5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . . . 17
Management's Discussion and Analysis
or Plan of Operation. . . . . . . . . . . . . . . . . . . . . . . . . 18
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . 33
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . 36
Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . 38
Description of Securities. . . . . . . . . . . . . . . . . . . . . . . 38
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . 46
Shares Eligible For Future Sale. . . . . . . . . . . . . . . . . . . . 46
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . 48
Index to Financial Statements. . . . . . . . . . . . . . . . . . . . .F-1
___________________

Until ________, 1998 (25 days after the date of this Prospectus), all
dealers effecting transactions in the Common Stock, whether or not
participating in this distribution, may be required to deliver a
Prospectus. This is in addition to the obligation of dealers to deliver a
Prospectus when acting as Underwriter and with respect to their unsold
allotments or subscriptions.

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

1,200,000 SHARES
OF COMMON STOCK

1,200,000 REDEEMABLE WARRANTS
TO PURCHASE COMMON STOCK

HOST AMERICA CORPORATION

________________

Prospectus
________________

Barron Chase
Securities, Inc.

7700 W. Camino Real
Boca Raton, Florida 33433
(561) 347-1200

Atlanta, Georgia
Beverly Hills, California
Boston, Massachusetts
Buffalo, New York
Chicago, Illinois
Clearwater, Florida
Duluth, Georgia
East Boca Raton, Florida
Edison New Jersey
Eureka Springs, Arkansas
Fort Lauderdale, Florida
Hasbrook Heights, New Jersey
Jersey City, New Jersey
La Jolla, California
New York, New York
Orlando, Florida
Sarasota Florida
Tampa, Florida
Tulsa, Oklahoma

, 1998

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

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Restated Certificate of Incorporation (the "Restated
Certificate") provides that the Company shall indemnify each person who is
or was a director, officer or employee of the Company to the fullest extent
permitted under Section 145 of the Delaware General Corporation Law.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of
such corporation, or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation or
enterprise. A corporation may indemnify such person against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. A corporation
may, in advance of the final disposition of any civil, criminal,
administrative or investigative action, suit or proceeding, pay the
expenses (including attorneys' fees) incurred by any officer or director in
defending such action, provided that the director or officer undertakes to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.

A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred
to above, the corporation must indemnify him against the expenses
(including attorneys' fees) which he actually and reasonably incurred in
connection therewith. The indemnification provided is not deemed to be
exclusive of any other rights to which an officer or director may be
entitled under any corporation's bylaw, agreement, vote or otherwise.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers, or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is
therefore unenforceable.

II-1

<PAGE>

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Estimates of fees and expenses incurred or to be incurred in
connection with the issuance and distribution of securities being
registered, all of which are being paid exclusively by the Company, other
than underwriting discounts and commissions are as follows:

Securities and Exchange Commission filing fee. . . . . . . .$ 4,571.03
National Association of Securities Dealers
filing fee. . . . . . . . . . . . . . . . . . . . . . . . . 2,000.00 *
Nasdaq and Exchange filing fees. . . . . . . . . . . . . . . 8,000.00 *
State Securities Laws (Blue Sky) fees and expenses . . . . . 10,000.00 *
Printing and mailing costs and fees. . . . . . . . . . . . . 25,000.00 *
Legal fees and costs . . . . . . . . . . . . . . . . . . . . 50,000.00 *
Accounting fees and costs. . . . . . . . . . . . . . . . . . 25,000.00 *
Due diligence and travel . . . . . . . . . . . . . . . . . . 20,000.00 *
Transfer Agent fees. . . . . . . . . . . . . . . . . . . . . 1,000.00 *
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . 4,428.97 *
-----------

TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . .$150,000.00 *
===========
____________________
* Estimated

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

A. In March 1998, the Company issued 700,000 shares of Series A
Convertible Preferred Stock to four (4) individuals as part of their
employment contracts and service as Directors. The shares of Series A
Convertible Preferred were issued as an incentive to management and to
ensure continuity of management. Each share of Series A Preferred Stock is
convertible into one (1) share of the Company's Common Stock. However, in
the event the Company attains the following revenues and pre-tax earning
during the following time period or fiscal year from the Effective Date of
this Prospectus, each share of Series A Preferred Stock shall be
convertible into the following number shares of Common Stock at no
additional cost to the holders of the Series A Preferred Stock:

Of the 700,000 shares of Series A Preferred Stock issued to each
Messrs. Ramsey and Murphy, up to 233,333 shares of Series A Preferred Stock
are convertible upon achieving the performance goals in accordance with the
aforesaid formula at the end of each Incentive Period. In the event the
Company does not attain any of the aforesaid goals, each share of Series A
Preferred Stock then outstanding shall automatically convert, at no
additional cost to the holder, into one (1) share of Common Stock five (5)
years from the Effective Date of this Prospectus. Each share of Series A
Preferred Stock has the same voting rights as a share of Common Stock.

II-2

<PAGE>

The Company relied on Section 4(2) of the Securities Act of 1933, as
amended, promulgated thereunder in conjunction with the issuance of these
securities. All holders are Officers and Directors and were given access
to complete information concerning the Company. The securities were
offered for investment only and not for the purpose of resale or
distribution, and each certificate was issued with a form of restrictive
legend and the transfer agent advised thereof.

II-3

<PAGE>

ITEM 27. EXHIBITS.

EXHIBIT NO. DESCRIPTION
----------- -----------

1.1 Form of Underwriting Agreement between the Company and
Barron Chase Securities, Inc.*

1.2 Form of Selected Dealers Agreement.*

1.3 Form of Underwriter's Warrant Agreement and Form of Warrant
Certificate.*

3.1 Certificate of Incorporation dated July 31, 1986 and
Amendments thereto.*

3.2 Bylaws.*

3.3 Form of Specimen Common Stock Certificate.*

3.4 Form of Specimen Warrant Certificate.*

4.0 Warrant Agreement between the Company and American
Securities Stock Transfer, Inc.*

5.0 Form of Legal Opinion of John B. Wills, Esq.*

10.1 Agreement of Manual and Vending Food and Refreshment Service
between Oxford Health Plans and the Company dated December
28, 1993.*

10.2 Agreement for Cafeteria and Special Events Food and Vending
Services with Pitney Bowes, Inc. and the Company dated June
26, 1995.*

10.3 Agreement of Manual and Vending Food and Refreshment Service
with James River Paper Company, Inc. and the Company dated
July 13, 1990.*

10.4 Agreement for Banquet Food and Beverage Services between the
Town of Hamden and the Company dated June 18, 1997.*

10.5 Employment Agreement between the Company and Geoffrey W.
Ramsey.*

10.6 Employment Agreement between the Company and David J.
Murphy.*

10.7 Form of Financial Advisory Agreement.*

10.8 Form of Merger and Acquisition Agreement.*

II-4

<PAGE>

10.9 Agreement with Bloomingdales By Mail and the Company dated
January 1998.*

10.10 Agreement with New Leaf Cafe and the Company dated March
1998.*

10.11 Agreement with Tyco Submarine Systems Ltd. and the Company
dated March 24, 1998.*

10.12 Agreement with Tyco Submarine Systems Ltd. and the Company
dated May 1, 1998.*

24.1 Consent of DiSanto Bertoline & Company, P.C.*

24.2 Consent of John B. Wills, Esq.*

24.3 Consent of DiSanto Bertoline & Company, P.C.*

24.4 Consent of DiSanto Bertoline & Company, P.C.

27.1 Financial Data Schedule*

27.2 Financial Data Schedule

________________
* previously filed

II-5

<PAGE>

ITEM 28. UNDERTAKINGS.

The Registrant hereby undertakes the following:

(a)(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or event which,
individually or together, represent a fundamental change in the
information in the registration statement; and

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

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

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

(d) 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.

(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore,
unenforceable.

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

(f)(2) For determining any liability under the Securities Act,
treat each post-effective amendment that contains a form of prospectus as
a new registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.

II-6

<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form SB-2 and has authorized
this Registration Statement to be signed on its behalf by the undersigned,
in the City of Hamden, State of Connecticut on July 7, 1998.

HOST AMERICA CORPORATION

By: /s/ GEOFFREY W. RAMSEY
---------------------------------
Geoffrey W. Ramsey
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

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

/s/ GEOFFREY W. RAMSEY President, Director, Chief July 7, 1998
- -------------------------- Executive Officer and ------------
Geoffrey W. Ramsey Principal Financial and
Accounting Officer

/s/ DAVID J. MURPHY Vice President and Director July 7, 1998
- -------------------------- ------------
David J. Murphy

/s/ ANNE L. RAMSEY Secretary and Director July 7, 1998
- -------------------------- ------------
Anne L. Ramsey

/s/ THOMAS P. EAGAN, JR. Director July 7, 1998
- -------------------------- ------------
Thomas P. Eagan, Jr.

/s/ ROBERT C. VAUGHAN Director July 7, 1998
- -------------------------- ------------
Robert C. Vaughan

/s/ PATRICK J. HEALY Director July 7, 1998
- -------------------------- ------------
Patrick J. Healy

/s/ JOHN D'ANTONA Director July 7, 1998
- -------------------------- ------------
John D'Antona

<PAGE>

As filed with the Securities and Exchange Commission on July 8, 1998

Registration No. 333-50673

_______________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM SB-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1993

HOST AMERICA CORPORATION

EXHIBITS

_______________________________________________________________________________

<PAGE>

HOST AMERICA CORPORATION

SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
----------- ----------- --------------

1.1 Form of Underwriting Agreement between the Company and
Barron Chase Securities, Inc.*

1.2 Form of Selected Dealers Agreement.*

1.3 Form of Underwriter's Warrant Agreement and Form of Warrant
Certificate.*

3.1 Certificate of Incorporation dated July 31, 1986 and
Amendments thereto.*

3.2 Bylaws.*

3.3 Form of Specimen Common Stock Certificate.*

3.4 Form of Specimen Warrant Certificate.*

4.0 Warrant Agreement between the Company and American
Securities Stock Transfer, Inc.*

5.0 Form of Legal Opinion of John B. Wills, Esq.*

10.1 Agreement of Manual and Vending Food and Refreshment Service
between Oxford Health Plans and the Company dated December
28, 1993.*

10.2 Agreement for Cafeteria and Special Events Food and Vending
Services with Pitney Bowes, Inc. and the Company dated June
26, 1995.*

10.3 Agreement of Manual and Vending Food and Refreshment Service
with James River Paper Company, Inc. and the Company dated
July 13, 1990.*

10.4 Agreement for Banquet Food and Beverage Services between the
Town of Hamden and the Company dated June 18, 1997.*

10.5 Employment Agreement between the Company and Geoffrey W.
Ramsey.*

10.6 Employment Agreement between the Company and David J.
Murphy.*

10.7 Form of Financial Advisory Agreement.*

10.8 Form of Merger and Acquisition Agreement.*

<PAGE>

10.9 Agreement with Bloomingdales By Mail and the Company dated
January 1998.*

10.10 Agreement with New Leaf Cafe and the Company dated March
1998.*

10.11 Agreement with Tyco Submarine Systems Ltd. and the Company
dated March 24, 1998.*

10.12 Agreement with Tyco Submarine Systems Ltd. and the Company
dated May 1, 1998.*

24.1 Consent of DiSanto Bertoline & Company, P.C.*

24.2 Consent of John B. Wills, Esq.*

24.3 Consent of DiSanto Bertoline & Company, P.C.*

24.4 Consent of DiSanto Bertoline & Company, P.C.

27.1 Financial Data Schedule*

27.2 Financial Data Schedule

________________
* previously filed

EXHIBIT 24.4

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 2 to the Registration Statement
of Host America Corporation on Form SB-2 of our report dated November 11,
1997, except for Notes 1 and 9, as to which the date is March 9, 1998,
appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the headings "Summary
Financial Data", "Selected Financial Data" and "Experts" in such
Prospectus.

/s/ DISANTO BERTOLINE & COMPANY, P.C.

Glastonbury, Connecticut
July 8, 1998

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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-29-1998
<PERIOD-END> MAR-27-1998
<CASH> 100
<SECURITIES> 0
<RECEIVABLES> 382
<ALLOWANCES> 10
<INVENTORY> 184
<CURRENT-ASSETS> 951
<PP&E> 241
<DEPRECIATION> 65
<TOTAL-ASSETS> 1,192
<CURRENT-LIABILITIES> 930
<BONDS> 0
0
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<COMMON> 0
<OTHER-SE> 3,744
<TOTAL-LIABILITY-AND-EQUITY> 1,192
<SALES> 5,004
<TOTAL-REVENUES> 5,035
<CGS> 4,427
<TOTAL-COSTS> 8,430
<OTHER-EXPENSES> 22
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
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<NET-INCOME> (3,412)
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<EPS-DILUTED> 0

</TABLE>