SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-KSB

 Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
                      For the year ended December 31, 1998

                         Commission File Number: 0-24093

                               Redneck Foods, Inc.
                  --------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


            DELAWARE                                     58-2035983
      ----------------------                             ----------
     (State of Incorporation)               (I.R.S. Employer Identification No.)

               1605 Stoner Avenue, Suite 3, Los Angeles, CA 90025
--------------------------------------------------------------------------------
              (Address of Principal Executive Offices)  (Zip Code)

                                  (310)473-9146
                               ------------------
              (Registrant's telephone number, including area code)


         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock - .001 Par Value
                          -----------------------------
                                (Title of Class)




Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been  subject  to  such  filing  requirements  for  the  past  90  days.


          Yes                    No   X
              -----                 -----


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Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10 KSB
or  any  amendment  to  this  Form  10-KSB.


          Yes   X                No
              -----                 -----


The  issuer's  had  revenues  of  $-1,965,737.67 for the year ended December 31,
1998.


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THE  COMPANY

The  Company  was  incorporated  in Delaware on January 31, 1997. The Company is
authorized  to issue Twenty Million (20,000,000) Common Shares, $.001 par value.
The  Company  is  also  authorized to issue Two Million Five Hundred (2,500,000)
Preferred  Shares,  $.001  par  value.   Pursuant  to  a  Special Meeting of the
Shareholders  held  on  July  22,  1997,  the  Company filed an amendment to the
Articles of Incorporation increasing the authorized Common Shares of the Company
to  One  Hundred  Million  (100,000,000).

The  Company's executive offices are located at 1605 Stoner Avenue, Suite 3, Los
Angeles, CA 90025.   These offices consist of 1400 square feet which are  leased
beginning  October,  2000  at  the  monthly  lease  price  of  $2650.00 which is
terminable  on  a  thirty  day  written  notice.

There  are  presently  outstanding  11,482,699  Common  Shares.

Corporate  Operations.  The  Company  is a newly formed company, which currently
intends  to acquire and operate barbecue restaurants to be known as "Foxworthy's
Smoke  House  Grill"  or "Foxworthy's Bar-B-Q," The Company intends initially to
acquire  existing  barbecue  restaurants  for  conversion  to  one  of  the  two
restaurant  concepts.   The  Company  also  intends  to  market  and  distribute
barbecue  sauces  and salsas under trademarks using the "Foxworthy" name and may
also,  at  a later time, distribute other food products which are related to the
restaurant  menu.

License  Agreement.     On  February 4, 1997, the Company entered into a license
agreement with Jeff Foxworthy whereby Mr. Foxworthy licensed the use of his name
and  likeness.   In consideration for the  license agreement, the Company issued
2,500,000  of  its  Series A Preferred Stock under the terms of a Stock Purchase
Agreement.   The  term  of  the  license  agreement  is  50  years unless sooner
terminated  by  the  occurrence  of  any  of  the  following:

     a.   a  material  breach by the Company of the license agreement, the Stock
          Purchase  Agreement or any of the transaction documents, if the breach
          is  not  cured  within  30  days  of receipt from Foxworthy of written
          notice  thereof.

     b.   at  the option of Foxworthy, upon a material breach by David Womick of
          his  obligations  under  Mr.  Womick's employment agreement within the
          first  three years after opening of the first restaurant, which breach
          has not been cured within 30 days of receipt from Foxworthy of written
          notice  thereof.

     c.   Upon receipt of written notice from Foxworthy in the event the Company
          commits  any act or omission, is subject to any claim or occurrence or
          is  involved  in  any  circumstances  that  would  cause the continued
          association  of  the  Company  with  the  licensed  material  to  be
          detrimental  to  the  value  of  the  licensed  material  or  to  Mr.
          Foxworthy's image or reputation as determined by Foxworthy in his sole
          and  absolute  discretion.

     d.   The  failure of the Company to continually operate the restaurants and
          manage  the  franchise  according  to  the  policies,  practices  and
          standards  agreed to by the parties pursuant to the terms of the Stock
          Purchase  Agreement.

     e.   The  failure  of the Company and/or Mr. Womick to raise the Investment
          Capital,  on  or  before  June 30, 1998, and otherwise pursuant to the
          terms  provided  in  the  Stock  Purchase  Agreement;  or

     f.   The  failure  of  the Company to comply with any laws and regulations,
          the  consequences  of  which  are  materially  adverse to the Company.

As  of June 7, 1998, the Investment Capital had been raised and Mr.  Foxworthy's
Series  A  Convertible  Preferred  Stock  was  automatically converted to Common
Shares  as  per  the  Series  A  Convertible  Stock  Purchase  Agreement.

Upon  termination  or  expiration  of  the License Agreement, all license rights
granted  to  the  Company  shall  terminate  and  the  Company shall immediately
thereafter  discontinue  all use of the licensed material.   Mr. Foxworthy shall
have  the  right  to  purchase  any  inventory  of  the licensed products in the
Company's  possession  as of the date of termination.  If Mr. Foxworthy does not
purchase  all of the Company's existing inventory of the licensed products, then
not  withstanding  the  termination  of the license agreement, the Company shall
have  the  right ot continue to use the licensed material in connection with the
advertisement,  distribution,  and  sale  of  its existing inventory of licensed


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products  for  a  period  of  120  days  after  termination,  provided that such
advertisement,  distribution  and  sale  is  done  only  by means of and through
then-existing distribution channels and in all other respects in accordance with
all  the  terms  and  conditions  contained  in  the  license  agreement.

Development  of  Corporate  Owned Restaurants.  The Company intends to develop a
chain  of corporate owned restaurants under the name of "Foxworthy's Smoke House
Grill"  or  "Foxworthy's  Bar-B-Q."

Implementation  of Restaurant Franchising Program.  The Company intends to build
additional  corporate  owned  restaurants and develop and implement a restaurant
franchising  program  on  a  nationwide  basis.

Acquisition  of  Existing Barbecue Restaurants.   The Company intends to acquire
existing  barbecue restaurants for conversion to either "Foxworthy's Smoke House
Grill"  or  "Foxworthy's  Bar-B-Q"  concepts.

In March, 1998, the Company paid an escrow deposit of $25,000 in connection with
negotiations  with Woody's Bar-B-Q, a barbecue restaurant chain of seven company
operated and twenty-six franchised barbecue restaurants in Jacksonville, Florida
which  the  Company  was seeking to acquire.    The Company forfeited the escrow
deposit  when  the  agreement  terminated  without  being  consummated.

The agreement has been verbally extended while the parties finalize negotiations
regarding  the purchase by the Company of a percentage interest in Woody's equal
to  the  cash  the Company has already delivered to the Woody's shareholders and
negotiations of a management agreement based upon the parties desire to have the
Company  manage  the  affairs  of  Woody's  until  the  final closing can occur.

The  Company continues to seek possible restaurant acquisition candidates as per
the  Company's  business  plan,  although  it  has  not  executed any definitive
agreements to acquire any business other than Woody's Bar-B-Q and the restaurant
to  be  acquired  from  the  joint  venture.

Products.   The  Company's  sauces will be produced and marketed under the "Jeff
Foxworthy's  Bar-B-Q  Sauce"  brand.   The  first  three  sauces  are:

     Original  Redneck.  An  original  mild  tomato  and  molasses  based sauce.

     Redneck  Hot.  A  hot  spicier  version  of "Original Redneck" sauce. Tangy
     Mustard.  A  tangy  mustard  based sauce that was developed to be used as a
     barbecue  sauce,  salad  dressing  and  a  dipping  sauce.

The  Company  has  entered  into an agreement with PicNik Foods, Inc. located in
Montgomery,  Alabama  to  manufacture  these  sauces.  It  is believed that this
manufacturer  has  sufficient capacity to process, pack and ship the anticipated
sales  volume  of  the sauces.  Other manufacturers are available to manufacture
the  sauces,  if  needed.

The  Company  has  determined  the  retail and wholesale prices of its products,
however,  the  prices  vary  from  store  to  store.

The  Company  has retained food brokers to assist the Company in the development
and  distribution  of  products expected to be developed that are related to the
menu  and  concept.

Marketing.   The  Company  shall  rely  primarily on print, television and radio
advertising along with sampling at retail outlets to initially attract customers
to buy its products and, in the future, to eat at its restaurants.   The Company
may  also  use  distinctive  exterior  signage  and  off-site  billboards.

Promotion  Agreement.    On  February  4,  1997,  the  Company  entered  into  a
promotion  agreement  with Jeff Foxworthy whereby the Mr. Foxworthy will provide
the Company with certain promotional appearances and services.   For a period of
five  years,  Mr.  Foxworthy  agrees  to  serve,  without charge, but subject to
applicable  union  and  guild minimums, as the feature actor in four commercials
per  year  promoting the restaurants and the franchise.   The commercials may be
aired  on local or national television or radio or both.  During the term of the
agreement,  Mr.  Foxworthy  shall not directly or indirectly provide promotional
appearances  or  services  to  any  business  which  competes with the Company's
business of owning and managing restaurants that feature barbecue style as their
primary  cuisine and marketing and selling barbecue-related food products.   The
promotion  agreement  has the same termination features as the License Agreement
discussed  above.

Consulting  Agreement.   On  February  4,  1997,  the  Company  entered  into  a
consulting  agreement  with J.P. Williams to provide the Company with consulting
advice  and  services  with  respect  to  the promotion and merchandising of the
Company's  proposed  restaurants  and  the  food  products of the Company.   The
Company  pays J. P. Williams an annual consulting fee of $10,000, as a base fee.
In  addition  to  the  base  fee  plus reasonable expenses, J.P. Williams may be
entitled  to a potential bonus, the amount of which, if any, shall be determined
by  the  Board of Directors of the Company, in its sole and absolute discretion.

Additionally, Mr. Williams has been granted options to acquire 540,000 shares of
common  stock of the Company.  Mr. William's interest in such options shall vest
in equal monthly installments on the first day of each month over the three year
term  of  the consulting agreement.   The options expire ten years from the date
of  the  grant.


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<PAGE>
Distribution.  The  Company's  products  are  specifically designed for national
distribution  through  grocery  stores,  gift  shops,  discount  outlets  and
restaurants.

Buyer-Broker  Agreement.   On  April  16,  1997,  the  Company  entered  into  a
Buyer-Broker  agreement  with  Business  Intermediary Services, Ltd., a business
controlled  by Mr. Erich Schmid, a director of the Company, to locate businesses
or  properties  to  be  purchased by the Company.   The term of the agreement is
twenty  four  (24)  months.  Pursuant to the Buyer-Broker Agreement, the Company
shall  pay  an  accomplishment  fee  based on a percentage of the total purchase
price  paid  by  the  Company.  The  accomplishment  fee  structure  is:

5%  of  total  purchase  price  up  to  $1,000,000;  plus
4%  of  total  purchase  price  between  $1,000,000  and  $2,000,000;  plus
3%  of  total  purchase  price  between  $2,000,000  and  $3,000,000;  plus
2%  of  total  purchase  price  between  $3,000,000  and  $4,000,000;  plus
1%  of  total  purchase  price  in  excess  of  $4,000,000.

Pursuant  to  this  agreement,  the Company paid Business Intermediary Services,
Ltd.  $30,000  on  February  16,  1998 in connection with the acquisition of the
Asheville,  North  Carolina  restaurant.  Additionally,  Business  Intermediary
Services, Ltd. will be entitled to a fee in the event the acquisition of Woody's
Bar-B-Q,  Inc.  is  consummated.

Stock  Purchase Letter Agreement. On September 11, 1998, the Company obtained an
extension  relating  to  its ongoing negotiations to acquire all of the stock of
Woody's  Bar-B-Q  Holdings, Inc., a 33-unit chain based in Jacksonville Florida.
To  obtain  this  extension,  the  Company  agreed  to  release  to  the selling
shareholders  of  Woody's $870,930, representing the net funds held in escrow at
that  time.   The  Company  expects  to  pay  a total of $2,000,000 in cash plus
approximately  $3,400,000  of Convertible Promissory Notes (the "Notes") bearing
interest  at 10% and maturing in one year.   The final purchase price is subject
to  adjustment  based  upon  a  closing  balance  sheet  audit.   The  Notes are
convertible  into  Common  Stock  at  the lower of $2.93 per Common Share or the
average  daily  closing  prices  for  the  30  days  prior  to  conversion.
Additionally,  the  Company  will  issue Warrants to the Selling Shareholders to
acquire  500,000 shares of the Company's Common Stock at the lower of $1.71 (the
bid  price  of  the  Company's  Common  Stock  on September 24, 1998, the date a
further extension was executed) or the Conversion Price identified in the Notes.
Mr.  David  Womick,  President  of  Redneck  Foods, Inc., and his wife have also
agreed  to guarantee the Notes and they have agreed to pledge 1,000,000 of their
Redneck  Common  Shares  as additional collateral.   The Company and the Sellers
extended  the closing 3 times until October 8, 1998 to facilitate the raising of
the  necessary capital to close the transaction. The agreement has been verbally
extended  while  the parties finalize negotiations regarding the purchase by the
Company  of  a  percentage interest in Woody's equal to the cash the Company has
already  delivered  to the Woody's shareholders and negotiations of a management
agreement  based  upon the parties desire to have the Company manage the affairs
of  Woody's  until  the  final  closing  can  occur.

The Company is attempting to raise the required cash through a private placement
of  convertible  debentures.   The  Company  authorized  up  to  $3,000,000  in
aggregate  principal  amount of Series 1 Secured Convertible Debentures Due 2001
(the  "Debentures").   The  Debentures  bear  interest  at 5% per annum, payable
quarterly,  and  are  redeemable  at  125%  of the principal amount so redeemed.
Subsequent  to  June  30,  1998,  $1,275,000  in  Debentures  has  been  sold.

Joint  Venture  Agreement.   The  Company  has entered into a joint venture with
Pigs"R"Us,  Inc.,  a Florida corporation to be called Redneck Pigs Joint Venture
1.   The  sole  purpose  of  the  joint  venture  is to create a single barbecue
restaurant on property under lease by Pigs"R"Us.   The parties agreed to convert
the  venture  into  a  limited  liability  company as soon as practicable and to
jointly  plan,  operate  and  own  the  pilot  restaurant.   The  Company  will
sublicense  to  the  venture  certain  rights  under  its  license agreement and
contribute  capital.  The Company has contributed $50,000 to this joint venture.
No  additional  contributions  will  be  made under the current agreement.   The
Company  will  own  a  10% interest in the venture.  The Company shall be paid a
consulting  fee  of 3% of gross sales in addition to its available distributions
based  on  its ownership interest.   Certain options and rights for both parties
in the joint venture are established by the contractual agreement.   The Company
plans  to  acquire  the  remaining  interest  in the joint venture in the fourth


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quarter  of 1998 pursuant to an agreement with the joint venture partner whereby
shares  of  Common  Stock will be issued after the completion of an audit.   The
Company  has  agreed to manage the operations until the final audit is complete.

DEPENDENCE  ON  ONE  OR  A  FEW  MAJOR  CUSTOMERS.

The  Company does not expect that any single customer will account for more than
ten  percent  of  its  business.

The  Company  is  a newly formed company, which currently intends to acquire and
operate  barbecue  restaurants to be known as "Foxworthy's Smoke House Grill" or
"Foxworthy's  Bar-B-Q,"  The  Company  intends  initially  to  acquire  existing
barbecue  restaurants for conversion to one of the two restaurant  concepts.  In
addition, the company plans to acquire and operate restaurants under other brand
names.  The  Company  also  intends to market and distribute barbecue sauces and
salsas  under  trademarks  using  the  "Foxworthy" name and may also, at a later
time,  distribute  other food products which are related to the restaurant menu.

In  February,  1998,  the  Company  entered  into a contract to acquire the real
estate,  the  equipment  and  leasehold  interest  of  a  barbecue restaurant in
Asheville,  North  Carolina  to be connected to a Foxworthy's Smoke House Grill.
The  Company  did  not  acquire  the operating business of the restaurant.   The
Company  issued  223,333 shares of Common Stock valued at $3.00 per Common Share
for  the  equipment and the leasehold interest and has contracted to acquire the
real  estate  for $550,000 in cash.   A deposit of $42,352 has been paid against
the  purchase  price  and the Company expects to close on the real estate in the
first  quarter  of  1999.

RESEARCH  AND  DEVELOPMENT.

The  Company  has  expended  in  excess  of $61,700 for research and development
activities.   These amounts include $35,000 in consulting expense and $26,700 in
contract  services.   In  the  future, the Company anticipates that a portion of
the  proceeds from this offering will be used to conduct additional research and
development  activities.

Competition.  The  restaurant and food product industries are highly competitive
with  respect  to  price,  service, quality and location and, as a result, has a
high  failure rate.   There are numerous well-established competitors, including
national, regional and local restaurant chains, possessing substantially greater
financial,  marketing,  personnel  and  other  resources  than  the  Company.
Furthermore,  to  the  extent that barbecue restaurants are frequently viewed as
"local",  the  Company  may  experience  intense competition or lack of consumer
acceptance  if it expands into areas with existing barbecue restaurants.   There
can  be  no  assurance  that  the  Company  will  be  able to respond to various
competitive  factors affecting the restaurant industry.       The restaurant and
food  industries are also generally affected by changes in consumer preferences,
national,  regional  and local economic conditions and demographic trends.   The
performance  of  restaurant  facilities  may also be affected by factors such as
traffic  patterns,  demographic considerations and the type, number and location
of  competing  facilities.   In  addition,  factors such as inflation, increased
labor  and  employee  benefit  costs,  and  a lack of availability of experience
management  and  hourly  employees  may also adversely affect the restaurant and
food  industries  in general and the Company's restaurants and food products, in
particular.   Restaurant  operating  costs  are further affected by increases in
the  minimum  hourly wage, unemployment tax rates and similar matters over which
the  Company  has  no  control.   Finally,  by  the  nature of its business, the
Company  would  be  subject  to potential liability from serving contaminated or
improperly  prepared  food.

EMPLOYEES.   The  Company  employs  thirteen  full  time persons.    The Company
shall  employ  additional  individuals  as  required.

GOVERNMENTAL  REGULATION.

The  restaurant  and  food product business is subject to various federal, state
and  local  government  regulations,  including  those  relating  to sanitation,
safety,  fire  and  the  sale  of food and alcoholic beverages.   The failure to
maintain  food  and  liquor licenses would have a material adverse effect on the
Company's  operating  results.   In  addition,  restaurant  and  food production
operating  costs  are  affected  by  increases  in  the  minimum  hourly  wage,


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unemployment tax rates, sales taxes and similar costs over which the Company has
no control.   Many of the Company's personnel will be paid at rates based on the
federal minimum wage.   Recent increases in the minimum wage are not expected to
materially  impact  the  Company's labor costs.   The Company will be subject to
"dram shop" statutes in certain states which generally allow a person injured by
an  intoxicated  person  to  recover  damages  from an establishment that served
alcoholic  beverages  to  such intoxicated person.   As appropriate, the Company
shall  seek  to  obtain  liability  insurance  against such potential liability.

The Federal Americans With Disabilities Act prohibits discrimination on basis of
disability  in  public  accommodations  and  employment.   The  Company could be
required  to  expend funds to modify its restaurants in order to provide service
to  or  make  reasonable  accommodations  for  disabled  persons.

The Company will be subject to environmental rules, particularly with respect to
preventing  water  pollution.  The  Company  plans  to recycle cooking grease to
prevent  water  pollution.

SEASONAL  NATURE OF BUSINESS ACTIVITIES.   The Company's business activities are
not  seasonal.

RISK  FACTORS.

LIMITED  OPERATING  HISTORY  AND  UNCERTAINTY  OF  FUTURE  OPERATING  RESULTS.

The  Company  has  limited  operating  history  and  expects to incur losses and
administrative expenses until sales of its products commence and/or revenues are
received  from  any  of  its proposed restaurants.   The Company believes future
operating  results  over  both the short and long term will be subject to annual
and quarterly fluctuations due to several factors, some of which are outside the
control  of  the  Company.   These factors include fluctuating market demand for
the Company's restaurants and products, the quality of products and restaurants,
pricing,  competitive  products  and  general  economic  conditions.   See
"Management's  Discussion  and  Analysis  of  Financial  Condition."

THE  RESTAURANT  AND  FOOD  INDUSTRIES  AND  COMPETITION.

The restaurant and food industries are highly competitive with respect to price,
service, quality and location and, as a result, has a high failure rate.   There
are  numerous  well-established  competitors,  including  national, regional and
local  restaurant chains, possessing substantially greater financial, marketing,
personnel  and  other  resources  than the Company.   Furthermore, to the extent
that  barbecue  restaurants  are  frequently  viewed as "local", the Company may
experience intense competition or lack of consumer acceptance if it expands into
areas  with  existing barbecue restaurants.   There can be no assurance that the
Company  will  be  able  to respond to various competitive factors affecting the
restaurant industry.       The restaurant and food industries are also generally
affected  by  changes  in  consumer  preferences,  national,  regional and local
economic  conditions  and  demographic  trends.   The  performance of restaurant
facilities may also be affected by factors such as traffic patterns, demographic
considerations  and  the type, number and location of competing facilities.   In
addition, factors such as inflation, increased labor and employee benefit costs,
and  a  lack  of  availability of experience management and hourly employees may
also  adversely  affect  the  restaurant  and food industries in general and the
Company's  restaurants  and food products, in particular.   Restaurant operating
costs are further affected by increases in the minimum hourly wage, unemployment
tax  rates and similar matters over which the Company has no control.   Finally,
by  the  nature  of  its  business,  the  Company  would be subject to potential
liability  from  serving  contaminated  or  improperly  prepared  food.

GOVERNMENT  REGULATION.

The  restaurant  and  food product business is subject to various federal, state
and  local  government regulations, including those relating to the sale of food
and  alcoholic  beverages.   The  failure  to  maintain food and liquor licenses
would  have  a  material adverse effect on the Company's operating results.   In
addition,  restaurant  and  food  production  operating  costs  are  affected by
increases  in  the  minimum hourly wage, unemployment tax rates, sales taxes and
similar  costs  over  which  the Company has no control.   Many of the Company's
personnel  will  be  paid  at  rates based on the federal minimum wage.   Recent
increases  in  the  minimum  wage  are  not  expected  to  materially impact the


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Company's  labor costs.   The Company will be subject to "dram shop" statutes in
certain  states  which generally allow a person injured by an intoxicated person
to recover damages from an establishment that served alcoholic beverages to such
intoxicated person.   As appropriate, the Company shall seek to obtain liability
insurance  against  such  potential  liability.

TRADEMARKS.

The  Company's ability to successfully implement its concept will depend in part
upon  Jeff  Foxworthy's  ability  to  protect  his  trademarks.   Jeff Foxworthy
will  file  a  trademark application with the United States Patent and Trademark
Office  to  register the "Jeff Foxworthy's"  and "Foxworthy's"  mark and design.
There  can  be  no  assurance  that  Jeff  Foxworthy  will  be granted trademark
registration  for  any or all of the proposed uses in his proposed applications.
In  the  event  Jeff  Foxworthy's  mark is granted registration, there can be no
assurance that he  can protect such mark and design against prior users in areas
where  the  Company  conducts  operations.   There  is  no  assurance  that  Mr.
Foxworthy  and  the  Company  will be able to prevent competitors from using the
same  or  similar  marks,  concepts  or  appearance.

NO  DIVERSIFICATION.

The  Company  operates  in the sale of food products.   Therefore, the Company's
financial  viability  will depend almost exclusively on the Company's ability to
generate  revenues from its operation, and the Company will not have the benefit
of  reducing  its  financial  risks  by  relying  on revenues derived from other
operations.

ADDITIONAL  FINANCING  WILL  BE  REQUIRED.

Even  if  all  of  the  Warrants  and  options  registered  on behalf of selling
shareholders  are  exercised,  the  funds  available to the Company  will not be
adequate for its business activities.   Accordingly, the ultimate success of the
Company  will  depend  upon  its  ability to raise additional capital or to have
other parties bear a portion of the required costs to further develop or exploit
its  business  activities.

LIMITED  PUBLIC  MARKET.

There  is  presently  only  a limited public market for the Common Shares of the
Company  and  there  is  no  assurance  that  a public market will ever develop.

FINANCIAL  CONDITION.

The  Company needs to raise approximately $1,200,000 to complete the acquisition
of  Woody's.  Additionally,  the  Company  needs  working  capital for corporate
expenditures of approximately $1,000,000 or more over the next 12 months to fund
the  ongoing  development of the Company's business plan. Upon completion of the
Woody's  acquisition,  the  Company will have completed its capital requirements
for  its  operations  development phase.  Additional capital may be required for
future  restaurant  development  and/or  future  acquisitions  that  may  become
available.  The  Company  intends  to  pursue  expansion  by  internal growth or
acquisition, as capital and business opportunities become available.   There can
be no assurance that this will in fact occur or that the Company can be operated
in  a  profitable  manner.

LACK  OF  DIVIDENDS.

There  can  be  no  assurance  that  the  operations  of the Company will become
profitable.  At  the present time, the Company intends to use any earnings which
may  be  generated  to  finance  the  growth  of  the  Company's  business.

DEPENDENCE  ON  KEY  INDIVIDUALS.

The future success of the Company is highly dependent upon the Company's ability
to  attract and retain qualified key employees.   The Company has entered into a
definitive  employment  agreement with only one of the officers.   The inability
to attract and retain this individuals and others for the long term would have a
material  impact  upon  the  business  of  the  Company.


                                        8
<PAGE>
NO  INDEPENDENT  MARKET  RESEARCH  OF  POTENTIAL  DEMAND FOR CURRENT OPERATIONS.

No  independent  organization has conducted market research providing management
with  independent  assurance  from  which  to  estimate potential demand for the
Company's business operations.  Even in the event market demand is independently
identified,  there  is  no  assurance  the  Company  will  be  successful.

VULNERABILITY  TO  FLUCTUATIONS  IN  ECONOMY.

Demand  for  the  Company's  products  will be dependent on, among other things,
general  economic  conditions  which  are  cyclical  in  nature.  Prolonged
recessionary  periods  may  be  damaging  to  the  Company.



EXECUTIVE  OFFICERS  OF  THE  COMPANY

The Executive Officers and Directors are:

Name                                Position           Term(s)  of  Office

David A. Womick,      age  43       President          Inception  to
                                    and  Director        present

John P. Williams,     age  32       Director           Inception
                                                         to  present

Erich K. Schmid,      age  52       Director           Inception  to
                                                         present

Samuel J. Fox,        age  53       Director           December  5,  1997
                                                         to  present

James E. Scheifley,   age  49       Secretary          April  11,  1998
                                    Treasurer            Feb.,  1997
                                    Director             to  present

Resumes:

David  A. Womick.  Mr. Womick has been President of the Company since inception.
Mr.  Womick  intends to dedicate at least 90% of his work time to the affairs of
the  Company.  Mr.  Womick  was  a  Director  of  Restaurant  Services by Arby's
International  from  1978  to  1982.   From  1982 to 1988, Mr. Womick has been a
franchise  area developer owning thirteen Arby's, six Denny's and three Del Taco
restaurants.  From  1988  to  1995,  Mr. Womick pursued his personal investments
including,  but  not limited to, reviewing a wide variety of restaurant concepts
that  could  be  developed  into a chain format. From 1995 to October, 1997, Mr.
Womick  was  President  of  KRR  Nashonooga,  Inc.,  KRR  Knoxville,  Inc.,  KRR
Tri-cities,  Inc.  and  Atlanta  Foodquest,  Inc.,  franchisees  of Kenny Rogers
Roasters  restaurants.    Mr.  Womick  earned  a  Bachelor of Applied Science in
social  science  from  Elon  College  in  1976.

John  P. Williams.   From 1991 to present, Mr. Williams has been Chief Executive
Officer  of Parallel Entertainment, a personal management company.   In addition
to  Jeff  Foxworthy, Mr. Williams manages Bill Engvall, Megan Cavanagh and Chris
Spencer.   Mr.  Williams  has  been involved in the entertainment industry since
1983  and has represented talent such as Jay Leno, Jerry Seinfeld, Damon Wayans,
David  Alan  Grier,  Dennis  Miller,  Jamie  Foxx  and  others.

Erich  K.  Schmid.   From  1994  to  present,  Mr.  Schmid has been President of
Business  Intermediary  Services,  Ltd., a business brokerage firm he co-founded
specializing  in middle-market transactions.   From 1985 to 1994, Mr. Schmid was
a Vice President with New South Business Ventures, Inc. and its predecessor T.C.
Wilkinson,  Jr.  & Associates, Inc., general business brokerage firms.   He is a
member  of  the  International  Business  Brokers  Association,  Inc.  and  is a
Certified  Business  Intermediary.   Mr.  Schmid earned a Bachelor of Science in
industrial  management and a Master of Science in management from the University
of  Akron  in  1971  and  1996,  respectively.


                                        9
<PAGE>
James  E.  Scheifley.    Mr. Scheifley has over 25 years experience in corporate
and public accounting.  He is the president and majority shareholder of James E.
Scheifley  & Associates, P.C. a Morrison, Colorado CPA firm which specializes in
auditing  and  financial  reporting  for emerging companies that are required to
file  information  with  the US Securities & Exchange Commission.  Mr. Scheifley
co-founded  the  firm  in  1982.  He  is  a  member of the American Institute of
Certified  Public  Accountants  and  the  Colorado  Society  of Certified Public
Accountants.  Mr.  Scheifley received a Bachelor of Science degree in accounting
from  La  Salle University, Philadelphia, Pennsylvania in 1969.  He was formerly
employed as an audit manager with Coopers & Lybrand and has served as controller
or  vice-president  of  finance  for  three  public  companies.

Samuel Fox.   Mr. Fox is of counsel to the law firm of Blanc Williams Johnston &
Kronstradt, a Los Angeles law firm representing companies and individuals in the
entertainment,  business  and  intellectual  property areas.  His specialization
includes  entertainment  law  and  licensing and he has been personal counsel to
Jeff  Foxworthy  for  several  years.   He is a member of the California and New
York  bars.   Mr. Fox received a Bachelor of Arts degree from Cornell University
School  of  Law  in  1969.

EXECUTIVE  COMPENSATION

Remuneration.  The  Company  has entered into an employment agreement with David
Womick for a term of five years.   Pursuant to the agreement, Mr.  Womick serves
as Chief Executive Officer.   Mr. Womick shall receive an annualized base salary
of  $150,000  and  may  be entitled to a  potential bonus of up to $100,000, the
exact  amount of which, if any, shall be determined by the Board of Directors in
its  sole  and absolute discretion.   Mr. Womick was not entitled to receive any
salary  or bonus until such time as the Company has successfully obtained all of
the  $2,500,000  investment  capital  discussed  in  Section 5.1(a) of the Stock
Purchase  Agreement.  Mr.  Womick's  salary  began  to accrue effective July 22,
1997.

Pursuant  to  the  Employment Agreement, Mr. Womick agreed that 1,700,000 of the
5,100,000  Common  Shares currently beneficially owned by Mr. Womick are subject
to forfeiture only upon an early termination of the Employment Agreement that is
caused  by  a  breach  of  such  agreement  by Mr. Womick.  The number of shares
subject  to forfeiture shall be reduced 47,222 shares  monthly, on the first day
of  each  month,  over  the  first  3  years of the Employment Agreement.    Mr.
Womick's interest in the Common Shares shall fully vest and no longer be subject
to  forfeiture  upon  an  change  of  control  of  the  Company.

The  Company had entered into an employment agreement with prior vice president,
Al  Sneeden  for a term of three years.   Pursuant to the agreement, Mr. Sneeden
received  108,000  Common  Shares  and was paid $68,536.92 prior to termination.
The  agreement was terminated by the Company on April 10, 1998.  The Company had
entered  into an employment agreement with prior secretary and chief counsel, E.
Joseph  Fitzpatrick,  Jr.  for  a  term  of  three years beginning June 1, 1997.
Pursuant  to  the  agreement, Mr. Fitzpatrick received 108,000 Common Shares and
was  paid $57,461.59 prior to termination.   The agreement was terminated by the
Company  on  April  10,  1998.

All  salaries  have  been  expensed  in  the  appropriate  financial statements.

Board of Directors Compensation.   Members of the Board of Directors may receive
an  amount  yet  to  be  determined annually for their participation and will be
required  to  attend  a minimum of four meetings per fiscal year.   To date, the
Company  has  paid $15,001 in directors' expenses.  Additionally, Mr.  Scheifley
and  Mr.  Eskew  each  received  100,000  Common Shares.  Pursuant to a Board of
Directors  vote  on  March  23,  1998,  Mr.  Samuel Fox was granted an option to
purchase  250,000  Common Shares at a price of $.85 per Common Share, a discount
from  the  $1.00  per  Common  Share  value  used for the other directors.   The
discount  is  being  expensed  over  his  term  as a director.  All expenses for
meeting attendance or out of pocket expenses connected directly with their Board
representation  will be reimbursed by the Company.  Director liability insurance
may  be  provided  to  all  members  of  the  Board  of  Directors.


                                       10
<PAGE>
PROPERTIES

Our  offices  are  located in leased property, and the lease is a month-to-month
lease.

LEGAL  PROCEEDINGS

We  are involved in various legal proceedings that are incidental to the conduct
of  our  business.  We  are  not  involved  in  any  pending or threatened legal
proceedings  which  we  believe  could reasonably be expected to have a material
adverse  effect  on  our  financial  condition  or  results  of  operations.

SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

Not  applicable.



MARKET  FOR  REGISTANT'S  COMMON  STOCK  AND  RELATED  STOCKHOLDER  MATTERS

Our  stock  is  quoted 0ver-the-counter market and listed on the NASDAQ Bulletin
Board  under  the  ticker  symbol "RDNK"  The following table sets forth for the
periods  indicated  the  high  and  low  bid  prices  per  share  for our stock.

YEAR  ENDED  JANUARY  3,  1999                         HIGH            LOW
                                                       ----            ---


First  Quarter . . . . . . . . . . . . . . . . . . .  $3.50          $1.937

Second  Quarter. . . . . . . . . . . . . . . . . . .  $4.062         $2.187

Third  Quarter . . . . . . . . . . . . . . . . . . .  $3.562         $1.25

Fourth  Quarter. . . . . . . . . . . . . . . . . . .  $1.50          $0.875

There  were  approximately  102  shareholders  of  record of our common stock on
January  3,  1999.

DIVIDENDS

The  Company  has  never  paid  any  cash  dividends nor does it intend, at this
time,  to  make  any  cash  distributions  to  its  shareholders as dividends in
the  near  future.

ISSUANCE  OF  UNREGISTERED  SECURITIES

None




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

Trends  and  Uncertainties.  Demand  for  the Company's products, franchises and
success  of  its  restaurants  will  be dependent on, among other things, market
acceptance  of  the  Company's  concept,  the  quality  of its food products and
restaurant  operations  and  general  economic  conditions which are cyclical in
nature.  Inasmuch  as a major portion of the Company's activities is the receipt
of  revenues  from  the sales of its products, the Company's business operations
may  be  adversely  affected  by  the  Company's  competitors  and
prolonged  recessionary  periods.

Capital  and  Source  of Liquidity.  The Company requires substantial capital in
order  to  meet  its  ongoing corporate obligations and in order to continue and
expand  its  current  and  strategic business plans. Initial working capital has
been  obtained from the initial sale of the Company's common shares in July 1997
for  $.75  per  share  which  raised $156,000, an offering netting approximately
$899,000  for  920,000  shares  of  common  stock at $1.00 per share pursuant to
Regulation  D,  Rule 504, and additional capital of $775,000 from the subsequent


                                       11
<PAGE>
sale  of common stock. The Company also raised a net of $1,028,810 in August and
September  1998  from  the  sale  of Series 1 Secured Convertible Debentures Due
2001.  The  Debentures bear interest at 5% per annum, payable quarterly, and are
convertible  into  common  stock  at  the  lesser of $2.51 or 70% of the average
closing  bid  price  for  the  preceding  5  consecutive  trading  days.

Additionally,  since  inception  the  Company  has  issued  2,500,000  Series  A
Convertible  Preferred  Shares  (for  promotional  services  valued at $50,000),
founders  stock  of  5,100,000  common  shares  and  1,526,436 common shares for
various  services  with  an  aggregate  value  of  approximately  $451,000.  The
2,500,000  Series  A  Preferred  Shares  were converted into common stock by the
Company  in  June  1998  in  accordance  with the preferred stock agreement upon
obtain  certain  capitalization  thresholds.

For  the  twelve  months ended January 3, 1999, the Company purchased office and
restaurant  equipment  totaling  $119,337 and received proceeds from disposal of
equipment  of $1,200. The Company also invested an additional $15,000 in a joint
venture  with  Pigs-R-Us  and  paid  expenses  of  approximately $28,000.  After
acquiring  the Pigs-R-Us business, the company experienced a loss of $117,369 on
the  investment.  In  addition, the company achieved sales of $411,937, of which
$399,065  were  sales  of  Jeff  Foxworthy's  BBQ  sauce  to  retail and grocery
customers.  The  company experienced a loss of $1,415,289, exclusive of the loss
on  the  Kissimmee  investment.  This  reflects  the staffing and administrative
costs  necessary  to  meet  the  company's  business  plan.

The Company has also paid an additional earnest money deposit of $870,930 toward
a  potential restaurant chain acquisition and had an increase in other assets of
$961,194.  Plus,  the  company  secured  $150,000  from  notes  from  individual
investors.  As a result of these activities, the Company used cash for investing
activities  of  approximately  $1,751,781 for the twelve months ended January 3,
1999.

For  the  twelve  months  ended January 3, 1999, sales were $492,621, with a net
loss  of  $1,965,738.  Cost  of  Good Sold were $189,823, with Selling General &
Administrative  Expenses  of  $2,262,166.

For  the twelve months ended December 31, 1997, the Company purchased office and
restaurant equipment of $35,111, paid an earnest money deposit of $25,000 toward
the  potential  business  acquisition,  and  had  an increase in other assets of
$149,957.  As  a result of these activities, the Company used cash for investing
activities  of  approximately  $95,111  for the twelve months ended December 31,
1997.

In addition, the company began selling Jeff Foxworthy's BBQ sauces to retail and
grocery customers.  During the year, the company achieved sales of $98,857.  The
company  experienced  a  net  loss  of  $693,000  during  the year.  This can be
attributed  to  the high administrative expenses associated with the development
of  the  company.

For  the  twelve  months  ended  January 3, 1999,  the Company received proceeds
from  short-term  borrowings  of  $37,000  of  which $22,000 has been repaid. An
additional  $150,000 was received from notes from individuals.  The Company also
received  proceeds  of $775,000 from the sale of an additional 428,500 shares of
common  stock  and  raised  $1,028,810  from  the sale of $1,275,000 of Series 1
Secured  Convertible  Debentures  Due 2001. As a result of these activities, the
Company reported net cash provided by financing activities of $1,469,231 for the
twelve  months  January  3,  1999.

For  the  Twelve  months  ended December 31, 1997, the Company received proceeds
from  short-term  borrowings  of  $50,000,  which  was  repaid. The Company also
received  proceeds  from  the  sale  of stock for $117,000 and $500,000 in stock
subscription  deposits  for shares sold pursuant to Regulation D, Rule 504 which
were issued in October 1997. As a result, the Company reported net cash provided
by  financing  activities of $1,006,635 for the twelve months ended December 31,
1997.

The  Company  began selling its sauces through Wal-Mart Supercenters in December
1997  and through a regional grocery chain in the third quarter of 1998. Capital
is  needed  to  finance  the  production  of  inventory  and  receivables  for
approximately  30  days  of  sales.

In March 1998, the Company, through its joint venture partner, Pigs-R-Us, opened
its  first  restaurant,  a  Foxworthy's  Bar-B-Q.  As of September 27, 1998, the
Company had contributed $50,000 to the joint venture.  Additionally, the Company
has spent considerable funds in continuing to refine the products, including the


                                       12
<PAGE>
gift  shop  selections,  at this unit. A portion of such costs incurred directly
for  the  benefit of the joint venture has been billed to the joint venture. All
other  costs  have  been expensed or have been capitalized as development costs.
The  Company plans to acquire the remaining interest in the joint venture in the
fourth  quarter  of 1998 pursuant to an agreement with its joint venture partner
whereby  shares of common stock will be issued after the completion of an audit.
The  Company  has  agreed  to  manage  the  operations  until the final audit is
complete  and  the  shares  of  common  stock  have  been  issued.

In  March 1998, the Company entered into an agreement to acquire Woody's Bar-B-Q
restaurants,  a 33-unit chain based in Jacksonville, Florida. The chain includes
seven  company  operated  and  26 franchised and licensed locations. The Company
expects  to  pay  $2,000,000  in  cash  plus issuing approximately $3,400,000 of
Convertible  Promissory  Notes bearing interest at 10% and maturing in one year,
subject  to adjustment based upon a closing audit. The Notes will be convertible
into shares of common stock at the lower of $2.93 per share or the average daily
closing  bid  prices  for  the  30  days  prior  to  conversion.  The Company is
attempting to raise the required cash through a private placement of convertible
debentures  and  other  sources.

The  Company  authorized the issuance of up to $3,000,000 in aggregate principal
amount  of Series 1 Secured Convertible Debentures Due 2001. The Debentures bear
interest  at 5% per annum, payable quarterly, and are redeemable after two years
at  125%  of the principal amount so sold. The Debentures are convertible at the
lower  of  $2.51  or the average closing bid price of the common stock for the 5
previous  trading  days  multiplied  by  70%.  In August and September 1998, the
Company  sold $1,275,000 of Series 1 Secured Convertible Debentures Due 2001. No
assurance  can  be  made that the financing can be completed or that the closing
will  occur.

In  February  1998,  the  Company  also entered into an agreement to acquire the
leasehold  interest  and  equipment  of  an  existing  barbecue  restaurant  in
Asheville,  North  Carolina  that is being converted to a Foxworthy's Smokehouse
Grill  and  will  serve as the Company's training and product development center
for  this  restaurant concept. In addition, the former owners signed a five year
noncompete  agreement. The Company acquired these tangible and intangible assets
by  issuing  $670,000  worth  of  Company's  common  stock  and expects to spend
approximately  an  additional  $210,000  on  the  conversion.

The  Company needs to raise approximately $1,200,000 to complete the acquisition
of  Woody's.  Additionally,  the  Company  needs  working  capital for corporate
expenditures of approximately $1,000,000 or more over the next 12 months to fund
the  ongoing  development of the Company's business plan. Upon completion of the
Woody's  acquisition,  the  Company will have completed its capital requirements
for  its  operations  development  phase. Additional capital may be required for
future  restaurant  development  and/or  future  acquisitions  that  may  become
available.  The  Company  intends  to  pursue  expansion  by  internal growth or
acquisition,  as  capital  and  business  opportunities  become  available.


                                       13
<PAGE>
<TABLE>
<CAPTION>
RESULTS  OF  OPERATIONS


                              REDNECK FOODS, INC.
                                  BALANCE SHEET
                              AS OF JANUARY 3, 1999


      Assets
<S>                                                  <C>
  Current Assets
    Cash                                             $   (198,547.00)
  Accounts Receivable
    Accounts Receivables                             $     22,408.00
    Other Receivables                                $     27,777.00
  Total Accounts Receivable                          $     59,745.36

  Other Current Assets
    Deferred Fees                                    $     29,698.80
    Deposits
       Business Acquisition                          $    870,930.00
       Real Estate                                   $     42,352.00
       Other                                         $     15,409.00
    Total Deposits                                   $    928,691.00

  Inventory                                          $    230,795.92
  Notes Receivable Woody's                           $    125,000.00
  Prepaid Advertising                                $      7,875.00
  Prepaid Advertising Woody's                        $     17,189.00
  Prepaid Franchise Tax                              $        742.00
  Prepaid Insurance Kissimmee                        $      2,207.64
  Prepaid Insurance Other                            $     41,106.00
  Product/Restaurant Design                          $    139,983.00
  Total Other Current Assets                         $    334,102.64

  Total Current Assets                               $    334,102.64

  Fixed Assets
  Display Equipment                                  $      6,602.61
    Less Accumulated
    Depreciation                                     $       (275.08)
  Total Display Equipment                            $      6,327.53

  Furniture and Computer
  Equipment                                          $     66,793.78
    Less Accumulated
    Depreciation                                     $     (8,572.45)
  Total Furniture and Computer
  Equipment                                          $     58,221.33

  Restaurant Equipment
    Enka                                             $    100,000.00
    Other                                            $      6,950.00
  Total Restaurant Equipment                         $    106,950.00


                                       14
<PAGE>
  Signage Kissimmee                                  $     11,831.00

  Work in Process Enka                               $     39,879.85

  Total Fixed Assets                                 $    223,209.71

  Other Assets
    Goodwill Enka                                    $    500,000.00
    Goodwill Kissimmee                               $     26,539.97

  Joint Venture                                      $     50,000.00
  Non Compete Enka                                   $     61,832.99
  Total Other Assets                                 $    638,372.96

  TOTAL ASSETS                                       $  1,195,685.31

  Liabilities
    Current Liabilities
       Accounts Payable                              $    642,605.61
    Other Current Liabilities
       Accrued Interest                              $      8,340.28
       Accrued Payroll                               $     31,983.57
       Accrued Payroll Taxes                         $      1,822.57
       Convertible Debentures
      Payable                                        $  1,275,000.00
       Note Payable Inkidar                          $     50,000.00
       Note Payable Justice                          $    100,000.00
       Sales Tax Payable                             $     (3,142.99)
       Notes Payable                                 $    195,698.80

    Total Other Current Liablities                   $     15,000.00

    Total Liabilities                                $  2,317,307.84

  Equity
    Convertible Preferred Stock
    ($.001 par value.                                $      2,500.00
    2,500,000 authorized, none outstanding
    Common Stock ($.001 par
    value)                                           $      8,759.00
    100,000,000 authorized. 11,258,991 outstanding
    Paid in Capital                                  $  2,956,286.81
    Deficit Accumulated During
    Development Stage                                $ (3,024,541.45)
    Unearned Services                                $    (45,000.00)
  Total Stockholders Equity                          $   (104,495.64)

  Total Liablities and
  Shareholders' Equity                               $  2,212,812.20
</TABLE>


                                       15
<PAGE>
<TABLE>
<CAPTION>
Redneck  Foods,  Inc.
(A  Development  Stage  Company)
Statement  of  Operations
Periods  ending  January 2, 2000 and January 3, 1999


                                  12 months          12 months
                                    ended              ended
                                   1/2/00              1/3/99
                               ----------------  -----------------
<S>                            <C>               <C>
Net Sales                              141,595            492,621

Cost of Good Sold                           -             189,823

Gross Profit                           141,595            302,798

Selling General &                      165,014          2,262,166
Administrative Expenses

Income/(Loss) from Operations          (23,419)        (1,959,368)

Other Income/(Expense)
  Miscellaneous Income                  28,580                 27
  Interest Income                            1             (6,396)
  Royalty Income                             -
  Insurance Proceeds                         -
  Loss on Equipment Theft
  Loss on Equipment Disposal                 -                  -
Total Other Income/(Expense)            28,581             (6,370)

Net Income/Loss                          5,162         (1,965,738)

Shares Outstanding                  23,123,434         11,842,669

Loss per Share                            0.00              -0.15


                                       16
<PAGE>
                                3 months ended    3 months ended
                                    1/2/00            1/3/99
                               ----------------   ----------------

Net Sales                              (10,133)           313,904

Cost of Good Sold                            -             71,122

Gross Profit                           (10,133)           242,782

Selling General &                      (23,552)         1,649,862
Administrative Expenses

Income/(Loss) from Operations           13,419         (1,407,080)

Other Income/(Expense)
  Miscellaneous Income                       -                 27
  Interest Income                            -             (3,074)
  Royalty Income
  Insurance Proceeds
  Loss on Equipment Theft
  Loss on Equipment Disposal                 -                  -

Total Other Income/(Expense)                 -             (3,047)

Net Income/Loss                         13,419         (1,410,127)

Shares Outstanding                  11,482,669         11,482,669

Loss per Share                           0.001              -0.10
</TABLE>


                                       17
<PAGE>
<TABLE>
<CAPTION>
Redneck  Foods,  Inc.
(A  Development  Company)
Statements  of  Cash  Flow
January  3,  1999  and  December  31,  1997


                                                             OCT 1, '98 - JAN 3, 99
                                                             ----------------------
<S>                                                          <C>
   OPERATING ACTIVITIES
      NET INCOME                                                        -282,930.79
      ADJUSTMENTS TO RECONCILE NET INCOME
      TO NET CASH PROVIDED BY OPERATIONS:
        ACCOUNTS RECEIVABLE                                                5,286.38
        ACCOUNTS RECEIVABLE:ALLOWANCE FOR DOUBTFUL ACCOUNTS               21,834.60
        DEFERRED FEES                                                     -1,638.00
        DEPOSITS                                                          -1,225.00
        INVENTORY                                                        -48,417.30
        NOTES RECEIVABLE-WOODY'S                                        -125,000.00
        PREPAID ADVERTISING                                                2,125.00
        PREPAID ADVERTISING-WOODY'S                                      -17,189.00
        PREPAID INSURANCE                                                -17,800.73
        PREPAID INSURANCE:PREPAID INSURANCE - KISSIMMEE                   -2,207.64
        PRODUCT/RESTAURANT DESIGN                                         -6,851.00
        ACCOUNTS PAYABLE                                                 219,527.44
        NOTES PAYABLE                                                     21,939.20
        NOTES PAYABLE-JUSTICE                                            100,000.00
        NOTES PAYABLE-WOMICK                                             195,698.80
        SALES TAX PAYABLE                                                     -2.65
        SALES TAX PAYABLE:SALES TAX PAYABLE-KISSIMMEE                     -4,262.94
                                                             ----------------------
    NET CASH PROVIDED BY OPERATING ACTIVITIES                             58,886.37
    INVESTING ACTIVITIES
      FURNITURE & COMPUTER EQUIPMENT                                      -4,380.51
      WORK IN PROCESS:WORK IN PROCESS-ENKA                               -28,681.00
      ACQUISITION COSTS                                                  -98,424.58
                                                             ----------------------
    NET CASH PROVIDED BY INVESTING ACTIVITIES                           -131,486.09
                                                             ----------------------
  NET CASH INCREASE FOR PERIOD                                           -72,599.72

  CASH AT BEGINNING OF PERIOD                                             31,792.91
                                                             ----------------------
CASH AT END OF PERIOD                                                    -40,806.81
                                                             ======================
</TABLE>


<TABLE>
<CAPTION>
                                                                      JAN 1, '98 - JAN 3, 99
                                                                      ----------------------
<S>                                                                   <C>
   OPERATING ACTIVITIES
      NET INCOME                                                               -1,965,737.67
      ADJUSTMENTS TO RECONCILE NET INCOME
      TO NET CASH PROVIDED BY OPERATIONS:
        ACCOUNTS RECEIVABLE                                                        66,226.32
        ACCOUNTS RECEIVABLE:ALLOWANCE FOR DOUBTFUL ACCOUNTS                        21,834.60
        OTHER RECEIVABLES                                                         -27,777.00
        DEFERRED FEES                                                              -1,638.00
        DEPOSITS                                                                   12,845.00
        DEPOSITS:DEPOSITS-BUSINESS ACQUISITION                                   -870,930.00
        DEPOSITS:DEPOSITS-REAL ESTATE                                             -42,352.00
        INVENTORY                                                                -179,247.87
        NOTES RECEIVABLE-WOODY'S                                                 -125,000.00
        ORGANIZATION COSTS                                                          2,999.54
        PREPAID ADVERTISING                                                       -17,875.00
        PREPAID ADVERTISING-WOODY'S                                               -17,189.00
        PREPAID CONSULTING FEES                                                    95,000.00
        PREPAID FRANCHISE TAXES                                                      -742.00
        PREPAID INSURANCE                                                          -6,288.79


                                       18
<PAGE>
        PREPAID INSURANCE:PREPAID INSURANCE - KISSIMMEE                            -2,207.64
        PREPAID OFFERING EXPENSES                                                   9,000.00
        PRODUCT/RESTAURANT DESIGN                                                 -45,005.20
        PRODUCT/RESTAURANT DESIGN:ARCHITECT FEES                                    5,874.85
        ACCOUNTS PAYABLE                                                          496,385.13
        ACCRUED INTEREST                                                            8,340.28
        ACCRUED PAYROLL                                                           -34,980.43
        ACCRUED PAYROLL TAXES                                                      -3,300.43
        CONVERTIBLE DEBENTURES PAYABLE                                          1,275,000.00
        NOTES PAYABLE                                                              21,939.20
        NOTES PAYABLE-JUSTICE                                                     100,000.00
        NOTES PAYABLE-WOMICK                                                      195,698.80
        SALES TAX PAYABLE                                                               6.53
        SALES TAX PAYABLE:SALES TAX PAYABLE-KISSIMMEE                              -3,149.52
        SHORT TERM ADVANCE-AUGSBACK                                                15,000.00
                                                                      ----------------------
    NET CASH PROVIDED BY OPERATING ACTIVITIES                                  -1,017,270.30
    INVESTING ACTIVITIES

      DISPLAY EQUIPMENT                                                            -6,602.61
      DISPLAY EQUIPMENT:ACCUMULATED DEPR.-DISPLAY EQUIP                               275.08
      FURNITURE & COMPUTER EQUIPMENT                                              -30,792.11
      FURNITURE & COMPUTER EQUIPMENT:ACCUMULATED DEPR-FURNITURE&COMP                7,568.00
      RESTAURANT EQUIPMENT                                                         -6,950.00
      RESTAURANT EQUIPMENT:RESTAURANT EQUIPMENT-ENKA                             -100,000.00
      SIGNAGE:SIGNAGE-KISSIMMEE                                                   -11,831.00
      WORK IN PROCESS:WORK IN PROCESS-ENKA                                        -39,555.85
      ACQUISITION COSTS                                                           -98,424.58
      GOODWILL:GOODWILL - ENKA                                                   -500,000.00
      GOODWILL:GOODWILL-KISSIMMEE                                                 -26,539.97
      JOINT VENTURE                                                               -15,000.00
      NONCOMPETE:NONCOMPETE-ENKA                                                  -61,832.99
                                                                      ----------------------
    NET CASH PROVIDED BY INVESTING ACTIVITIES                                    -889,686.03
    FINANCING ACTIVITIES

      COMMON STOCK                                                                  3,666.94
      PAID IN CAPITAL                                                           1,453,831.46
      PREFERRED STOCK                                                              -2,500.00
      RETAINED EARNINGS                                                               545.00
      UNEARNED SERVICES                                                            13,500.00
                                                                      ----------------------
    NET CASH PROVIDED BY FINANCING ACTIVITIES                                   1,469,043.40
                                                                      ----------------------
  NET CASH INCREASE FOR PERIOD                                                   -437,912.93

  CASH AT BEGINNING OF PERIOD                                                     397,106.12

                                                                      ----------------------
CASH AT END OF PERIOD                                                             -40,806.81
                                                                      ======================
</TABLE>


                                       19
<PAGE>
<TABLE>
<CAPTION>
                                                    REDNECK FOODS, INC.
                                               (a Development Stage Company)

                                        Statement of Changes in Stockholders' Equity
                                For the period from January 1, 1998 through January 2, 1999


                                    Convertible Preferred Stock         Common Stock                          Deficit
                                          $.002  Par  Value           $.002  Par  Value                       Accumlated
                                                                                                              during
                                     Number of                      Number of                     Paid-in     Development
                                       Shares         Amount         Shares         Amount        Capital     Stage
<S>                                 <C>           <C>             <C>           <C>             <C>           <C>
Balance at 1/1/98                   2,500,000.00       2,500.00   7,592,000.00       7,592.00   1,299,768.00     (655,592.00)

Proceeds from sales of common
stock Feb 98 at $2.00 per share                                      25,000.00          25.00      49,475.00

Proceeds from sales of common
stock Apr. 98 at $1.875 per share                                    16,000.00          16.00         704.00

Proceeds from sales of common
stock May 98 at $1.875 per share                                     40,000.00          40.00      74,960.00

Proceeds from sales of common
stock May 98 at $1.875 per share                                    160,000.00                        160.00      299,840.00

Proceeds from sales of common
stock May 98 at $1.875 per share                                    160,000.00                        160.00      299,840.00

Proceeds from sales of common
stock Jun 98 at $2.00 per share                                      27,500.00          27.50      54,972.50

Issuance of Stock for Woody's                                       223,333.00                        223.00     669,777.00
Restaurant Jun 98 at $3.00 per sh.

Conversion of Preferred Stock      (2,500,000.00)     (2,500.00)  2,904,772.00       2,905.00
to common stock

Issuance of common stock
services Jun 98 at par value                                        108,000.00         108.00

Issuance of common stock
services Aug 98 at $2.1532 per sh                                       936.00           0.94       2,014.46

Issuance of common stock
services Sept.  98 at $1.50 per sh                                    1,500.00           1.50       2,248.50

Net Loss                                                                                                       (1,965,193.00)


Unearned Services Adjustment



Balance at 1/3/1999                         0.00           0.00  11,259,041.00      11,258.94   2,753,599.46   (2,620,785.00)


                                       20
<PAGE>
                                     Unearned
                                     Services
<S>                                 <C>
Balance at 1/1/98                      (58,500.00)

Proceeds from sales of common
stock Feb 98 at $2.00 per share

Proceeds from sales of common
stock Apr. 98 at $1.875 per share

Proceeds from sales of common
stock May 98 at $1.875 per share

Proceeds from sales of common
stock May 98 at $1.875 per share

Proceeds from sales of common
stock May 98 at $1.875 per share

Proceeds from sales of common
stock Jun 98 at $2.00 per share

Issuance of Stock for Woody's
Restaurant Jun 98 at $3.00 per sh.

Conversion of Preferred Stock
to common stock

Issuance of common stock
services Jun 98 at par value

Issuance of common stock
services Aug 98 at $2.1532 per sh

Issuance of common stock
services Sept.  98 at $1.50 per sh

Net Loss


Unearned Services Adjustment            13,500.00




Balance at 1/3/1999                    (45,000.00)
</TABLE>


                                       21
<PAGE>
Redneck  Foods,  Inc.
(A  Development  Stage  Company)
Notes  to  Financial  Statements

January  3,  1999  and  December  31,  1997


1,  Organization

Nature  of  Operations  -  Redneck  Foods, Inc. (the "Company") is a development
stage  company  that was organized in January 1997 in the State of Delaware.  It
intends  to acquire and operate barbecue restaurants to be known as "Foxworthy's
Smoke  House  Grill" or "Foxworthy's Bar-B-Q."  The Company intends to initially
acquire  existing  barbecue  restaurants  for  conversion  to  one  of  the  two
restaurant  concepts.  The  Company  also  intends  to  produce,  market,  and
distribute  food  products  using  the  "Foxworthy"  name.

2.  Basis  of  Presentation

The  accompanying  audited financial statements were prepared in accordance with
instructions  for  Form  10-KSB  and, therefore, do not included all disclosures
necessary  for  a  complete  presentation  of  the  balance sheet, statements of
operations,  and  statements of cash flows in conformity with generally accepted
accounting  principles.  However,  all  adjustments which are, in the opinion of
management,  necessary  for  the  fair  presentation  of  the  audited financial
statements  have  been included.  All such adjustments are of a normal recurring
nature.

In  the third quarter of 1998, the Company changed to a fiscal calendar based on
a  52-53 week year with the fiscal year ending on the Sunday closest to December
31  of each year.  Management does not believe this effects the comparability of
the  financial  statements.

3.  Income  Taxes

The  Company  files  its federal and State income tax returns on a calendar year
basis.  Now  provision  for  income  tax  benefit  has  been provided for in the
accompanying  audited  statements  of  operations  because  of  the  Company's
uncertainty  regarding  the  utilization  of  its  operating  losses.

4.  Joint  Venture

In  March  1998,  the  Company entered into a joint venture agreement to own and
operate  the  first barbecue restaurant under the "Foxworthy's Bar-B-Q" concept.
The  Company contributed $50,000 to the joint venture for its 10% interest.  The
company  planned  to  acquire the  remaining interest in the joint venture I the
fourth  quarter  of 1998 pursuant to an agreement with its joint venture partner
whereby  common shares will be issued after completion of an audit.  The Company
has  agreed  to  manage the operations until the final audit is complete and the
shares  of  the  common  stock  have  been  issued.

5.  Prepaid  Expenses  and  Other  Assets

Prepaid  expenses  and other assets consist of the following at January 3, 1999.

Deposits                        $      14,259
Real  Estate  Deposit                  42,352
Restaurant  design  and               138,983
   architectural  fees
Earnest  Money  deposit               870,930
   for  business  acquisition
Prepaid  Advertising                   17,875
Prepaid  Advertising  Woody's          17,189
Prepaid  Franchise  Tax                   742
Prepaid  Insurance  Kissimmee           2,208
Prepaid  Insurance  Other              25,614
Product/Restaurant  Design            138,983

                                                ----------------
                                                $1,130,151

On September 11, 1998, the Company obtained an extension relating to its ongoing
negotiations  to  acquire  all  the  stock  of  Woody's  Bar-B-Q  Holdings, Inc.
("Woody's"),  a  33  unit  chain  of barbecue restaurants based in Jacksonville,
Florida.  To obtain this extension, the Company agreed to release to the selling
shareholders  of  Woody's $870,930, representing the net funds held in escrow at
that  time.  The parties have verbally extended the agreement until December 31,
1998  to  give  the Company additional time to raise the necessary funding.  The
parties  have  also  verbally  agreed to have the Company manage the business of
Woody's  under  certain  prudent  industry  practices  guidelines.

6.  Secured  Convertible  Debentures

In  order  to  fund the cash portion of the proposed acquisition of Woody's, the
Company  authorized  the  issuance  of  up to $3 million in  aggregate principal
amount  of  Series  1  Convertible  Debentures due 2001 (the "Debentures").  The
Debentures  bear interest at 5% per annum, payable quarterly, and are redeemable


                                       23
<PAGE>
after  2  years  at  125%  of  the  principal  amount  sold.  The Debentures are
convertible, subject to certain adjustments, at the lower of (1) $2.51 per share
or (2) 70% of the average of the closing bid price of the stock for the previous
five  (5)  trading  days.  As of  January 3, 1999, $1,275,000 in Debentures have
been  sold.

7.   In  June  1998,  the  2,500,000  shares of convertible preferred stock were
     converted  into  2,904,722  shares  of  common stock in accordance with the
     preferred  stock  agreement.

During  the  year  ended  January  3, 1999, the Company issued 233,333 shares of
common  stock  under  an  asset  purchase  agreement with a fair market value of
$670,000  to  the  owners of a barbecue restaurant in Asheville, North Carolina.
The  stock  issued  was  in consideration for a five year non-compete agreement,
valued at $70,000, goodwill valued at $500,000, and various restaurant equipment
valued  at  $100,000.  The company anticipated completing the acquisition of the
land,  building  and  improvements.  As  of  January  3,  1999,  the Company had
deposited  with  the  sellers  $42,352  toward  the  purchase  price of the real
property.  This deposit is presented in other assets on the accompanying balance
sheet.

During  the year, the Company sold 428,500 additional shares of common stock for
net  proceeds  of  $775,000  and  issued 110,436 shares in exchange for services
which  have  been expensed at fair market value of the shares on the date of the
issuance.

8.     New  Accounting  Pronouncement

In  April  1998, the American Institute of Certified Public Accountants issued a
Statement  of  Position  ('SOP")  98-5,  "Reporting  on  the  Cost  of  Start-up
Activities."  This  SOP  requires  that  the  cost  of  start-up  activities, or
one-time  activities  that  relate  to  the  opening  of  a  new  facility  and
organizational  cost be expensed as incurred instead of being capitalized.  This
SOP must be implemented by no later than the first quarter of 1999 at which time
the  write-off of any unamortized pre-opening costs or organization cost will be
reported  as  a  cumulative  effect  of  a change in accounting principle in the
statement  of  operations.

9.     Commitments  and  Contingencies

The  agreement  with  Mr.  Foxworthy provided that if the Company had not raised
$2.5 million of initial capital by June 30, 1998, Mr. Foxworthy had the right to
withdraw  the  use  of  his  name  and likeness. As of June 7, 1998, the initial
capital  had  been  raised  and,  accordingly,  this  contingency  was  removed.

NOTES  TO  FINANCIAL  STATEMENT


NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES


Nature  of  Operations
----------------------
The  Company  is  a  development  stage  company  that  operates, franchises and
licenses  restaurants  under  the  Jeff  Foxworthy's  BBQ and Love's BBQ & Grill
tradenames.  In  addition,  the  Company  markets a line of Jeff Foxworthy's BBQ
sauces  to  retail,  grocery  and  mass  merchandiser  customers.

Use  of  Estimates
------------------
Management  uses  estimates  and  assumptions in preparing financial statements.
Those  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities,  the  disclosure  of  contingent  assets  and  liabilities, and the
reported  revenues  and  expenses.  Actual  results  could  differ  from  these
estimates.

Investments
-----------
The  Company  classifies  its marketable debt and equity securities as available
for  sale.  Securities  classified  as  available  for  sale  are carried in the
financial statements at fair value.  Realized gains and losses, determined using
the  first-in,  first-out  (FIFO)  method,  are included in earnings; unrealized
holding  gains  and  losses  are  reported  in  other  comprehensive  income.

Inventory
---------
The  Company's inventory is valued at the lower of cost (first-in, first-out) or
market  using  the  retail  method.

Depreciation
------------
The  Company's  equipment  and  leasehold  improvements  are  depreciated  using
primarily  the  straight-line  method.

Amortization
------------
Franchise  Agreements  are amortized on a straight-line basis over the number of
years  (usually  20  years)  for  which  each  franchise  is  granted.


                                       24
<PAGE>
Advertising
-----------
The  Company  expenses  advertising  costs  as  they  are incurred.  Advertising
expenses  for  the  years  ending December 31, 1997, January 3, 1999, January 2,
2000  and  December  31,  2000  were  $40,679,  $25,064,  $10,032,  $  1,425,
respectively.



Income  Taxes
-------------
The Company plans to file its federal and state income tax returns of a calendar
year  basis.  No  provision  for income tax benefit has been provided for in the
accompanying  statements  of  operation  because  of  the  Company's uncertainty
regarding  the  utilization  of  its  operating  losses.

NOTE  B  -  RELATED  PARTY  TRANSACTIONS
Effective  June  1,  2000,  the  Company entered into an agreement to manage and
operate  the Love's BBQ chain of restaurants.  Under the terms of the agreement,
the  Company will receive 50% of the adjusted cash flow of the Love's BBQ chains
during  the  time the Company manages Love's.  In May 2000, the Love's BBQ chain
was  purchased by four individuals, all of whom are shareholders of the Company,
including  William E. Eskew, President and CEO of the Company.  In consideration
for  executing  the  agreement,  the  Company  agreed to pay the  selling Love's
shareholders  1,250,000 shares of Redneck common stock, and pay 1,000,000 shares
and  750,000  shares,  respectively,  to  the  two  principal  shareholders  who
purchased  Love's.  William  E. Eskew did not receive any consideration from the
Company  for  his  involvement  with  the  Love's  BBQ  chain.

The  Company  has  an  employment agreement with William E. Eskew, President and
CEO,  providing  for  a salary at a rate of $150,000 per year for 1999 and 2000.
Thereafter, Mr. Eskew will receive a salary of $175,000 per year.  The agreement
also provides for Mr. Eskew's salary to increase in relation to the total system
sales  of  the  Redneck  system.

In  addition,  Mr.  Eskew  is  to  receive  certain  benefits,  including health
insurance,  vacation,  reimbursement of business expenses,  the use of a company
automobile  and  other  benefits  usually  provided  CEO's  of  chain restaurant
companies.

The  employment  agreement  calls  for  Mr.  Eskew  to  work  for the Company as
President  and  CEO  through  2003.

There  were  no  other  significant transactions between the Company and related
parties  during  1998,  1999,  2000,  and  2001.

NOTE  C  -  MARKETABLE  DEBT  AND  EQUITY  SECURITIES
The  Company  does  not  possess  any  Marketable Debt and/or Equity Securities.

NOTE  D  -  EQUIPMENT  AND  LEASEHOLD  IMPROVEMENTS
Equipment  and  leasehold  improvements  consist  of  the  following:

                                1997        1998         1999         2000
                                ----        ----         ----         ----

Furniture Fixtures &
     Equipment               $ 35,111     $184,684     $175,837     $166,990

Leasehold  Improvements

Accumulated Depreciation     $  1,004     $  9,851     $ 18,698     $ 27,545

NOTE  E  -  DEBT

The  Company's  long-term  debt  consists  of  the  following:


                                1997        1998         1999         2000
                                ----        ----         ----         ----

Notes  payable  at  10%      $      0     $150,000     $      0     $      0
   Interest, due 366 days
   after  date  made


                                       25
<PAGE>
Convertible  Debentures
  Due 2001, interest at 5%               $1,275,000   $1,275,000   $1,275,000
                            ----------   ----------   ----------   ----------

Total  long-term  debt       $      0    $1,425,000   $1,275,000   $1,275,000

The interest payments due under the notes payable and convertible debentures are
as  follows.

                                1997        1998         1999         2000
                                ----        ----         ----         ----
Interest - Long-term notes                $15,000

Interest - Convertible
          Debentures                      $ 8,460      $65,386     $68,717
                                          -------      -------     -------
                                $  0      $23,460      $65,386     $68,717


NOTE  F  -  DESCRIPTION  OF  LEASING  ARRANGEMENTS

The  company  leases  its  office  space on a month-to-month basis.  The company
plans  to  lease  its company-operated restaurants under noncancelable operating
leases.

NOTE  G  -  RETIREMENT  PLANS

The  company  has  agreed  to  pay William E. Eskew, President and CEO, a sum of
$4,000  per  month for 120 months, beginning on the first day of the month after
Mr.  Eskew's employment terminates.   Under this agreement, the company will pay
Mr.  Eskew  $48,000  per year in 2004, 2005, 2006, 2007, 2008, 2009, 2010, 2011,
2012  and  2013.

The  Company  has  no  other  retirement  plans  or  agreements.




NOTE  H  -  INOME  TAXES

The  provision  (benefit) for income taxes consists of the following components:


                    1997          1998          1999          2000
                    ----          ----          ----          ----



The  income  tax  provision  differs  from  the  expense  that would result from
applying  federal  statutory rates to income before income taxes because certain
expenses  are  not  deductible  for  tax  purposes.



See  accountants  report


                                       26
<PAGE>
                          RICHBOW AND ASSOCIATES, LLC
                          CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT  AUDITOR'S  REPORT
------------------------------
To  the  Board  of  Directors  and
Stockholders of Redneck Foods, Inc.

We  have  audited  the  accompanying  balance  sheet  of  Redneck Foods, Inc. (a
Delaware  corporation)  as  of  January  3,  1999, and the related statements of
income,  retained  earnings,  and  cash  flows  for  the  year 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  audit. The financial statements of the Company as of December 31, 1997 were
audited  by  other  auditors  whose  report  dated  March 24, 1998, expressed an
unqualified  opinion  on  these  statements.

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

Because  of  the inadequacy of accounting records for the years prior to January
3,  1999  and  the year ended January 3, 1999, we were unable to form an opinion
regarding  the  amounts  at  which certain intangible assets, including deposits
relating  to  acquisitions  made  during the year, that were recorded based upon
acquisition  of  an  interest  in Pigs "R" Us Joint Venture and acquisition of a
Woody's  Barbeque  restaurant  which  are  both  known  as  the "Jeff Foxworthy"
restaurants,  should be recorded in the accompanying balance sheet at January 3,
1999,  although  the  cost  basis  for these intangibles were reflected in prior
filings  with  the Securities and Exchange Commission. The Company's records are
also  inadequate  to  form an opinion on certain payables that were converted to
capital  stock  of  the  Company and as to the accuracy of the capital stock and
paid in capital accounts in general. The Company also lacked adequate records to
support  the  appropriate amount of amortization and depreciation on amortizable
and  depreciable  assets.

In  addition,  we did not observe the physical inventory (stated at $180,928) as
of  January  3,  1999,  since  that  date was prior to our initial engagement as
auditors  for  the  Company,  and  the  Company's records do not permit adequate
retroactive  tests  of  inventory  quantities.

In  our  opinion,  except  for the effects of such adjustments, if any, as might
have  been  determined to be necessary had accounting records been adequate, and
if  we  were  able  to  observe  inventory  at  the  end of January 3, 1999, the
financial  statements  referred to in the first paragraph present fairly, in all
material respects, the financial position as of January 3, 1999, and the results
of  its operations and its cash flows for the year then ended in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.


                                       27
<PAGE>
The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern. As discussed in the notes to the
financial statements, the Company is dependent on receiving financing to further
its operations. Moreover, the Company has incurred considerable operating losses
during  its developmental period. These conditions raise substantial doubt about
its  ability  to continue as a going concern. Management's plans regarding those
matters  are  also  described  in  the  notes  to  the  financial statement. The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


                                        Richbow  &  Associates,  LLC



                                        /s/  Caesar  Richbow
                                        -----------------------------
                                        Caesar  Richbow

Atlanta,  Georgia

June  18,  2001


                                       28
<PAGE>
                                  SIGNATURES
                                  ----------

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.


                                         REDNECK FOODS, INC.

     Date:  June 26, 2001                /s/  William E. Eskew, CEO
                                         ------------------------------
                                         William E. Eskew, CEO



                                       29
<PAGE>