SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549


                                   FORM 10-KSB/A


 Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
                      For the year ended December 31, 2000

                         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)


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<PAGE>
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    X                    No
               ----


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
               ----


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<PAGE>
FORWARD  LOOKING  STATEMENTS

This  financial report may contain forward-looking statements within the meaning
of  Section 27A of the Securities Act of 1933 and Sections 21E of the Securities
Exchange  Act  of  1934,  and  are  subject  to the safe harbor created by those
sections.  Such  forward-looking  statements,  particularly  as  related  to the
business plans of the Company, expectations of strategic relationships, business
opportunities  related  to electronic document delivery and related applications
and  voice,  data  and  internet  access  telecommunications  services,  and the
Company's  ability  to gain market share, the size of the market, the ability of
the  Company  to develop new technologies, the ability of the Company to compete
effectively  in  the  marketplace,  and  the future product opportunities of the
Company  are  based  on  current expectations that involve a number of risks and
uncertainties.

Actual  results  may  differ  materially  from  the  Company's  expectations and
estimates


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  31,634,634  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.  In  addition,  the  company  intends  to  acquire  additional
restuarants  and  operate those restaurants under the trade name for under which
the  business  has  been  operating.

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  (the  former  President  of the Company)
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.


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<PAGE>
     b.   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.

     c.   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 to continue to use the licensed
material  in  connection  with  the advertisement, distribution, and sale of its
existing  inventory  of  licensed  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 addition, the Company will also
acquire  and  operate  other  restaurant  concepts  under brand names other than
"Foxworthy's."

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.


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<PAGE>
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. In
association  with  its  largest  customer for Jeff Foxworthy's Bar-B-Sauces, the
Company  initiated  a  search  for  a  supplier  who could provide the sauces in
plastic  bottles,  and  who  could  provide  a  much lower price for the sauces.

The  lower  price  enable  the  Company  and  its  customers  to  charge a  more
competitive retail price for the sauces.  The initial supplier of sauces, Piknik
Foods  cannot  produce  product  in  plastic bottles.  Therefore, the Company is
looking  toward  different  suppliers  of  these  products.


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.


                                        5
<PAGE>
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.

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 attempted 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.


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<PAGE>
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 planned to acquire the
remaining  interest  in the joint venture in the fourth quarter of 1998 pursuant
to  an agreement with the joint venture partner. Plus, The Company has agreed to
manage  the  operations  until  the acquisition was complete.  Subsequently, the
parties could not agree on the value assigned and guaranteed of the common stock
portion  of  the  transaction.  The parties agreed to rescind the agreement, and
control  of  Pigs  "R"  Us,  reverted  to  the  joint  venture  partner.

Love's  Barbecue.  In  May  2000, four Company shareholders purchased the Love's
BBQ  chain  of  restaurants.  The  group  included Company President, William E.
Eskew.  Mr. Eskew had a 10% ownership in Love's.  Concurrent with this purchase,
the  Company  obtained  a  management  agreement  under  which the Company would
operate  the  Love's chain of restaurants.  The Company would receive 50% of the
adjusted  cash  flows  of  Love's  during  the  time  the  Company operates that
business.  In  exchange for these rights, the Company issued 1,350,000 shares of
common  stock  to  the  selling  shareholders, and agreed to issue 1,000,000 and
750,000  shares  of  common  stock  to the two principal shareholders of Love's.

The  Company  moved  its  corporate  offices  from  Asheville, North Carolina to
Beverly  Hills, California.  This relocation was completed in July 2000.  Love's
provides  the  Company  with  office space, telephone and facsimile service, and
most  administrative  functions.  The  Company  does not pay for these services.

In  October 2000, Love's and the Company moved headquarters to West Los Angeles,
California.  Love's  was  established  in  1948, and is a respected brand in the
areas  in  which the company operates.Love's has one company-operated restaurant
and  eleven  franchised  restaurants.  Most  of  the  restaurants are located in
Southern  California,  with  one  unit  in  Reno, Nevada and another in Jakarta,
Indonesia.

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.


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<PAGE>
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 was  paid against the
purchase  price.

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,  including Love's, employs eight 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,
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.


                                        8
<PAGE>
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.

Energy  related issues.  Businesses, including Love's, are impacted by am energy
shortage in the State of California.  This includes unannounced blackouts, where
the  electic  service  is  terminated  for  up  to  two hours at a business.  In
addition,  the  Company  and  Love's  are  subject  to very high energy costs in
California.  The  Love's franchise system has experienced major problems because
of  the  energy  shortage/prices.

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
Company's  labor costs.   The Company will be subject to "dram shop" statutes in


                                        9
<PAGE>
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 $2,000,000 to complete the acquisition
of  Woody's.  Additional  capital  will  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.

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


                                        10
<PAGE>
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

William  E.  Eskew, age  63      President        April  4,  to
                                And Director         Present

John  P.  Williams, age  33       Director          Inception
                                                    to  present

Erich  K.  Schmid,  age  53       Director         Inception  to
                                                    June  2000.

Samuel  J.  Fox,    age  54       Director        December 5, 1997
                                                     to  present

James E. Scheifley, age  50      Secretary         April 11, 1998
                                 Treasurer           Feb.,  1997
                                  Director          to June 2000.

RESUMES:

William  E.  Eskew   Mr.  Eskew  has  been  President, CEO and a Director of the
Company  since  April  1999.  He  will  devote  full  time to the affairs of the
Company.  Previously,  Mr.  Eskew  was  the  President and co-founder of Victory
Consumer  Resources,  a Family-owned publishing business.  Previously, Mr. Eskew
was  President,  CEO and Franchisee of Damon's, Inc., a 75 unit full service BBQ
rib  restaurant  chain.

Mr.  Eskew  was  with  the Damon's chain from 1992 through 1996.  Mr. Eskew also
served  as the COO of Roma Corp., the owner and franchisor of the Tony Roma's, A
Place  for  Ribs chain of restaurants.  Mr. Eskew was associated with Roma Corp.
from  1986  through  1992.  Prior  to  that,  Mr. Eskew served as an officer and
senior  executive  of  Pizza  Inn, Inc. and Ponderosa, Inc.  Mr. Eskew graduated
from  Indiana  University,  Bloomington,  Indiana, where he earned a B.S. and an
M.B.A.


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.  Mr. Schmid indicated a desire to
resign  as  a  Director;  however,  his  term  expired prior to his resignation.


                                       11
<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.  Mr. Scheifley's term
as  a  Director  expired  in  June  2000.

Samuel  Fox.   Mr.  Fox is the principal of The Fox Law Group, 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 an agreement with William Eskew, where Mr. Eskew will serve as
President  and Chief Executive Officer of the Company for five years.  Mr. Eskew
Is  to receive a salary of $150,000 per year for 1999 and 2000.  Thereafter, his
salary  increases  to $175,000 per year.  In the future, Mr. Eskew's salary will
be  adjusted  as  sales  of  the  restaurants  in the Company's system increase.
Because  of  the  financial condition of the Company, Mr. Eskew has not received
any  salary  from the Company.  The Company has reimbursed Mr. Eskew for part of
the business-related expenses he's incurred. The Company expects to begin paying
Mr.  Eskew  his salary during FY2001. The Company had entered into an employment
agreement  with  the  former  President, David A. Womick.  The company considers
that  contract  to  be null and void. 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. In 2000, the Company settled the
claims  of  Sneeden  and  Fitzpatrick, through the issuance of 800,000 shares of
common  stock  to each. Two other former officers, Larry F. Harris and Donald A.
Theesfeld,  had  employment  contracts with the Company. The employment of those
officers  ended in February 1999, because of the inability of the Company to pay
their  salaries.  During  2000,  the  Company  settled  the claims of Harris and
Theesfeld.  The  company  agreed  to  issue 254,000 and 214,000 shares of common
stock  to  Mr.  Harris  and  Mr.  Theesfeld,  respectively.

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


                                       12
<PAGE>
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.

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


YEAR ENDED JANUARY 2, 2000

First Quarter  . . . . . . . . . . . . . . . . . . . . .  $1.00   $ 0.1875

Second Quarter . . . . . . . . . . . . . . . . . . . . .  $0.375  $ 0.125

Third Quarter. . . . . . . . . . . . . . . . . . . . . .  $0.225  $ 0.10

Fourth Quarter . . . . . . . . . . . . . . . . . . . . .  $0.3125 $ 0.05


YEAR ENDED DECEMBER 31, 2000

First Quarter . . . . . . . . . . . . . . . . . . . . .  $0.30    $  0.05

Second Quarter. . . . . . . . . . . . . . . . . . . . .  $0.40    $  0.05

Third Quarter . . . . . . . . . . . . . . . . . . . . .  $0.225   $ 0.075

Fourth Quarter. . . . . . . . . . . . . . . . . . . . .  $0.10    $  0.01


                                       13
<PAGE>
There  were  approximately  129  shareholders  of  record of our common stock on
December  31,  2000.

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
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.
During  the  twelve  months ended January 2, 2000, the Company achieved sales of
$68,648.  Cost  of  Sales  were  $7,864.  Selling General & Administrative Costs
were  $179,903.  The  Company also recognized an allowance for Doubtful Accounts
of  $22,408  in  the  4th  quarter of the year.  The interest on the Convertible
Debentures was $64,386 for FY1999.  The Company sustained a Net Loss of $184,777
for  the  year.

For the twelve months ended January 3, 1999, the Company's sales were  $417,937.
Cost  of  Sales  were  $189,823, and Selling General and Administrative Expenses
were  $222,114.  The  Company  recognized  a  Net  Loss of $1,723,781 during the
twelve  months  ended  January  2,  1999.
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.


                                       14
<PAGE>
Additionally,  the  Company has spent considerable funds in continuing to refine
the  products,  including  the  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 and its joint venture
partner  rescinded  the  sale  of  the  restaurant.  As  a  result,  the Company
sustained  losses  of  $117,369  and  $6,444 on the Kissimmee investment for the
years  ended  January  3,  1999  and  January  2,  2000,  respectively.

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  continued  to negotiate with Woody's shareholders during the year.
Management  believes  it needs to raise approximately $2,000,000 to complete the
acquisition  of  Woody's.

In  June  2000, the Company began operating the Love's BBQ chain of restaurants.
During  the  year,  the Company expects to receive a substantial payment for its
services.

For  the  Year ended December 31, 2000, sales of Jeff Foxworthy's Bar-B-Q sauces
were  $7,204.  The  sauces  came  from an inventory of products and were sold to
consumers  in  the  Asheville, North Carolina area.  There were no Cost of Goods
associated with these products.  The Company's share of the profit of the Love's
chain  was  $84,354.  The  Company  treats Love's as an "affiliated" company for
reporting  purposes.

During  the year, the company had Selling, General and Administrative expense of
$51,729.
The company recognized a loss due to the market decline for inventory during the
fourth  quarter.  The  recorded  loss  was  $203,766.

Interest  expense  on  the  convertible debentures was $68,720 for the year. The
Company  experienced  a  Net  Loss of $232,657 for the year. For the year ending
January  2, 2000, the Company had sales of $141,595, with  Net Income of $5,422.
SG&A  Expenses  were  $164,754  which  included  a  one-time  charge (in the 4th
quarter)  of  $22,408  for  Bad  Debt  allowance.


                                       15
<PAGE>

<TABLE>
<CAPTION>
RESULTS  OF  OPERATIONS

                              REDNECK FOODS , INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET

                                                    DECEMBER 31,2000   JANUARY 2, 2000
                                                    -----------------  ----------------
<S>                                                 <C>                <C>

                                     ASSETS

Cash & cash equivalents                                       17,804            21,161

Accounts Receivable, net                                         574               574
Accounts Receivable, other                                    27,777            27,777
Notes Receivables-Other                                       84,354                 0

Inventories                                                        0           244,934
                                                    -----------------  ----------------
Total Current Assets                                         130,509           294,446

Property, Plant, & Equipment, Net                            223,210           223,210

Intangible Assets, net                                       588,373           588,373

Other Assets                                                 306,067           565,289
                                                    -----------------  ----------------

Total Assets                                               1,248,159         1,671,318


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
    Accounts Payable                                         669,376           669,375
   Other current liabilities                                  53,999            53,999

Total Current Liabilities                                    723,375           723,374

   Convertible Debentures                                          0         1,275,000

   Notes Payable-Employees                                   295,699
                                                    -----------------
Total Liabilities                                          1,019,074         1,998,374

Stockholders Equity:
   Convertible Preferred Stock ($.001 par value                2,500
   2,500,000 authorized, none outstanding
   Common Stock ($.001 par value)                              8,759            16,715
   100,000,000 authorized. 11,258,991 outstanding
   Paid in Capital                                         3,144,031         3,187,784
   Deficit Accumulated During Development Stage           (4,240,442)       (3,745,777)
   Unearned Services                                         (45,000)          (45,000)
Total stockholders equity                                     (2,500)          543,874

Total liabilities and stockholders equity                  1,019,074         2,542,248
</TABLE>

See accompanying notes to financial statements


                                       16
<PAGE>
<TABLE>
<CAPTION>
REDNECK  FOODS,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
STATEMENT  OF  OPERATIONS
DECEMBER  31,  2000  AND  JANUARY  2,  2000



                                   12 months      12 months
                                    ended         ended
                                    12/31/00      1/2/00
                                    ------------  ------------
<S>                                 <C>           <C>
Net Sales                                 7,204      141,595

Share of Affiliated Company              84,354
    (Love's) Income
Cost of Good Sold                             0            -

Gross Profit                             91,558      141,595

Selling General &                       255,495      165,014
  Administrative Expenses                     0

Loss from Operations                   (163,937)     (23,552)

Other Income/(Expense)
  Miscellaneous Income                        -       28,580
  Interest Income                       (68,718)           1
  Royalty Income                              -
  Insurance Proceeds                          -            -
  Loss on Equipment Theft
  Loss on Equipment Disposal                  -            -
Total Other Income/(Expense)            (68,718)      28,581

Net Income/Loss                        (232,655)       5,162

Shares Outstanding                   31,634,634   23,123,434

Loss per Share                            -0.01         0.00


                                       17
<PAGE>
                                    3 months ended  3 months ended
                                       12/31/00       1/2/00

Net Sales                                     -      (10,133)

Share of Affiliated Company              44,654
    (Love's) Income
Cost of Good Sold                             -            -

Gross Profit                             44,654      (10,133)

Selling General &                       244,934      (23,552)
  Administrative Expenses

Income/(Loss) from Operations          (200,280)      13,419

Other Income/(Expense)
  Miscellaneous Income                        -            -
  Interest Income                       (17,180)           -
  Royalty Income                                           -
  Insurance Proceeds
  Loss on Equipment Theft
  Loss on Equipment Disposal                  -            -
Total Other Income/(Expense)            (17,180)           -

Net Income/Loss                        (217,460)      13,419

Shares Outstanding                   31,634,634   23,123,434

Loss per Share                           -0.007        0.001
</TABLE>


                                       18
<PAGE>
<TABLE>
<CAPTION>
                               REDNECK FOODS INC.
                             STATEMENT OF CASH FLOW

                                                JAN 3 - DEC 31, 00
                                               ====================
<S>                                            <C>
   OPERATING ACTIVITIES
      NET INCOME                                        -232,655.08
      ADJUSTMENTS TO RECONCILE NET INCOME
      TO NET CASH PROVIDED BY OPERATIONS:
        DUE FROM LOVES BBQ                               -84,354.00
        INVENTORY                                        244,934.08
        ACCRUED INTEREST                                  68,718.00
                                               ====================
    NET CASH PROVIDED BY OPERATING ACTIVITIES             -3,357.00
                                               ====================
  NET CASH INCREASE FOR PERIOD                            -3,357.00

  CASH AT BEGINNING OF PERIOD                              3,161.49
                                               ====================
CASH AT END OF PERIOD                                       -195.51
                                               ====================
</TABLE>

<TABLE>
<CAPTION>
<S>                                                   <C>
                                                      JAN 4, '99 - JAN 2, 00
                                                      ======================
   OPERATING ACTIVITIES
      NET INCOME                                                    5,159.63
      ADJUSTMENTS TO RECONCILE NET INCOME
      TO NET CASH PROVIDED BY OPERATIONS:
        ACCOUNTS RECEIVABLE                                         9,559.88
        DEPOSITS:EMPLOYEE ADVANCE                                  -1,000.00
        DEPOSITS:UTILITIES                                           -150.00
        INVENTORY                                                 -64,006.20
        PREPAID ADVERTISING                                        10,000.00
        PREPAID INSURANCE                                         -15,492.51
        PRODUCT/RESTAURANT DESIGN                                  -1,000.00
        ACCOUNTS PAYABLE                                           49,116.73
        NOTES PAYABLE                                              -1,500.00
        NOTES PAYABLE-JUSTICE                                    -100,000.00
        NOTES PAYABLE-WOMICK                                     -195,698.80
        SALES TAX PAYABLE                                              -4.40
                                                      ======================
    NET CASH PROVIDED BY OPERATING ACTIVITIES                    -305,015.67
    INVESTING ACTIVITIES

      FURNITURE & COMPUTER EQUIPMENT                                3,030.01
      FURNITURE & FIXTURES:FURNITURE & FIXTURES-ENKA               -3,920.84
      WORK IN PROCESS:WORK IN PROCESS-ENKA                           -324.00
                                                      ======================
    NET CASH PROVIDED BY INVESTING ACTIVITIES                      -1,214.83
    FINANCING ACTIVITIES

      PAID IN CAPITAL                                             350,198.80
                                                      ======================
    NET CASH PROVIDED BY FINANCING ACTIVITIES                     350,198.80
                                                      ======================


                                       19
<PAGE>
  NET CASH INCREASE FOR PERIOD                                     43,968.30
  CASH AT BEGINNING OF PERIOD                                     -40,806.81
                                                      ======================
CASH AT END OF PERIOD                                               3,161.49
                                                      ======================
</TABLE>



                                       20
<PAGE>
<TABLE>
<CAPTION>
                                                 REDNECK FOODS, INC.
                                           (a Development Stage Company)

                                    Statement of Changes in Stockholders' Equity
                           For the period from January 1, 2000 through December 31, 2000

                              Convertible Preferred Stock      Common  Stock                           Deficit
                                   $.002 Par Value           $.002  Par  Value                         Accumlated
                                                                                                       during
                                   Number  of               Number  of                 Paid-in         Development  Unearned
                                   Shares       Amount      Shares       Amount        Capital         Stage        Services
<S>                             <C>            <C>       <C>            <C>          <C>           <C>             <C>
Balance at 1//1/2000                    0.00       0.00  16,715,106.00  16,715.01    3,187,783.40  (2,615,625.37)  (45,000.00)

Debt for stock exchange common
stock 2/00 at $.075 per share                               784,000.00     784.00      58,016.00

Contracted services for common
stock 2/00 at $.10 per share                                233,400.00     233.40      23,106.60

Debt for stock exchange common
stock 2/00 at $.0010 per share                            1,379,400.00   1,379.40           0.00

Contracted services for common
stock 2/00 at $.1000 per share                              800,000.00     800.00      79,200.00

Contracted services for common
stock 2/00 at $.1000 per share                              800,000.00     800.00      79,200.00

Contracted services for common
stock 2/00 at $.0625 per share                            1,000,000.00   1,000.00      61,500.00

Contracted services for common
stock 2/00 at $.0625 per share                              250,000.00     250.00      15,375.00

Debt for stock exchange common
stock 2/00 at $1000 per share.                               21,400.00      21.40       2,118.60

Net Loss                                                                                             (232,655)

Balance at 12/31/2000                      0          0     21,983,306     21,983     3,506,300     (2,848,280)     (45,000)
</TABLE>


                                       22
<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

The  company  has  written  off the prepaid expenses and other assets until such
time as validation can be performed. 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.



                                       24
<PAGE>
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
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.


                                       25
<PAGE>
Amortization
------------
Franchise  Agreements  are amortized on a straight-line basis over the number of
years  (usually  20  years)  for  which  each  franchise  is  granted.

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:


                                       22
<PAGE>
                                1997        1998        1999        2000
                             ----------  ----------  ----------  ----------

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

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


                                       27
<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  December 31, 2000, 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.

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.

In  our  opinion,  the  financial  statements referred to in the first paragraph
present  fairly,  in  all  material  respects,  the  financial position of as of
December  31, 2000, 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.

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

September  14,  2001



                                       29
<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


                                       30
<PAGE>