UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KA

(Amendment No. 2)



(Mark One)



xANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended August 31, 2014



or



 ̈TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _______________ to _______________



Commission file number 333-170662



DIXIE FOODS INTERNATIONAL, INC.

(Exact name of registrant as specified in
its charter)



|Florida                                                              |  | 80-0608195                                  
|-------------------------------------------------------------------- |  | --------------------------------------------
|State or other jurisdiction of
        incorporation or organization |  | (I.R.S. Employer
        Identification No.)



|4033 South Dean Martin Drive; Las Vegas, NV |  | 89103     
|------------------------------------------- |  | ----------
|(Address of principal executive offices)    |  | (Zip Code)



Registrant’s telephone number, including area code (702)
834-7101



Securities registered pursuant to Section 12(b) of the Act:
None



Securities registered pursuant to section 12(g) of the Act:



Common Stock

(Title of class)



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 ̈YesxNo



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Act.

 ̈YesxNo



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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.

xYes ̈No



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).

xYes ̈No



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.



|Large accelerated filer |  ̈ | Accelerated filer         |  ̈
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   |  ̈ | Smaller reporting company | x



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act)

 ̈YesxNo



As of December 18, 2014 issuer had 43,030,976
shares of common stock issued and outstanding.



As of February 28, 2014 the aggregate market
value of our common stock held by non-affiliates of registrant was $2,802,100 based on the last stock sale.



DOCUMENTS INCORPORATED BY REFERENCE



None.













Explanatory Note



This Amendment No. 2 to the Annual Report on Form 10-K/A (“Amendment
No. 1”) of Dixie Foods International, Inc. (the “Company”) is being filed to amend the Company’s Annual
Report on Form 10-K for the year ended August 31, 2014, which was filed originally with the Securities and Exchange Commission
(the “SEC”) on December 19, 2014 (the “Original Filing”), to provide the Exhibits noted in “PART
4, Item 15 Exhibits Filed” to the Original Filing with an “*” that they will be “filed as an Amendment
to this filing”. Because of filing space limitations, these additional Exhibits could not be included in the Original Filing
or Amendment 1.













PART
IV



Item 15. Exhibits Filed



|      | Capriotti's Corp. Area Development Agreements                                 
|----- | ------------------------------------------------------------------------------
|10.1  | ·Las
    Vegas*                                                               
|10.2  | ·Northern
    San Diego*                                                      
|10.3  | ·Northern
    San Diego Addendum*                                             
|10.4  | ·Orange
    County*                                                           
|10.5  | ·South
    Bay*                                                               
|10.6  | ·Southern
    San Diego*                                                      
|10.7  | ·South
    San Diego Transfer Agreement*                                      
|10.8  | ·Texas*                                                                       
|      |                                                                               
|      | Amendments to Capriotti's Corp. Area Development Agreements                   
|10.9  | ·Amendment-Las
    Vegas*                                                     
|10.10 | ·Amendment_Northern
    San Diego*                                            
|10.11 | ·Amendment_Orange
    County*                                                 
|10.12 | ·Amendment_South
    Bay*                                                     
|10.13 | ·Amendment_Southern
    San Diego*                                            
|10.14 | ·Amendment_Texas*                                                             
|10.15 | ·Mission
    Valley Transfer and Assignment Agreement*                        
|10.16 | ·GVR
    and San Marcos Acquisition Agreement*                                
|      |                                                                               
|10.17 | Capriotti's Corp Franchise Agreement Fountain Valley (Representative Example)*
|      |                                                                               
|10    | Papa John's Area Development Agreements                                       
|10.18 | ·Papa
    John's Fresno Franchise Agreement*                                  
|10.19 | ·Papa
    John's Amendment_ March 2014*                                       
|10.20 | ·Papa
    John's Amendment_ September 2014*                                   
|      |                                                                               
|10.21 | Papa John's Franchise Agreement Roseville (Representative Example)*           
|      |                                                                               
|      | Papa John's Acquisition Documents                                             
|10.22 | ·Fresno
    Acquisition Agreement*                                            
|10.23 | ·Fresno
    Acquisition Transfer Approval By Papa John's*                     
|      |                                                                               
|10.24 | Italian Steakhouse Lease*                                                     
|      |                                                                               
|99.1  | Dixie Stock Option Plan August 2014*                                          
|      |                                                                               
|      | Elements                                                                      
|10.25 | ·Elements
    Purchase Agreement*                                             
|10.26 | ·Elements
    Purchase Agreement Amendment*                                   
|10.27 | ·Elements
Management Agreement*                                               
|      |                                                                               
|      | TAPAS                                                                         
|10.28 | ·Agreement
    with former Tenant*                                            
|10.29 | ·Tivoli
    Lease Assumption Agreement*                                       
|10.30 | ·Tivoli
    Lease Guarantee*                                                  
|10.31 | ·Tivoli
    Lease_1-48*                                                       
|10.32 | ·Tivoli
    Lease_Part II*                                                    
|10.33 | ·Agreement
    To Purchase Liquor License*                                    
|      |                                                                               
|14.1  | ·Officer
    Code Of Conduct*                                                 
|      |                                                                               
|99.2  | ·Audit
Committee Charter*                                                     
|      |                                                                               
|      | Notes                                                                         
|4.1   | ·Caprock
    Future Receivables Sale Agreement*                               
|4.2   | ·Quarterspot
    Note*                                                        
|4.3   | ·Brandt
    Note*                                                             
|4.4   | ·Brandt
    Guarantee*                                                        



16







|4.5   | ·Michael
    Lee Note*                                                         
|----- | -------------------------------------------------------------------------------
|4.6   | ·Michael
    Lee Guarantee*                                                    
|4.7   | ·Davinci
    Note*                                                             
|4.8   | ·Donald
    Porges Note*                                                       
|4.9   | ·Kibbe
    Note*                                                               
|      | CBC
    Note, Guarantee, Security Agreement, Amendments and Warrant Agreements.
|4.10  | üCBC Loan-Related Documents                                                    
|4.14  | üWarrant
    Agreements                                                        
|4.15  | ·Stelzner
    Note*                                                            
|4.16  | ·Yellowstone
    Capital Note*                                                 
|      | Doermer
Related Notes                                                          
|4.18  | üTurpin
    Brown Note, Related Agreements and Modifications*                  
|4.19  | üRDD
    2006 CRUT*                                                            
|4.20  | üRDD
    2006 CLUT Note, Related Agreements and Modifications*                 
|4.21  | üRDD
    1999 CRUT Note, Related Agreements and Modifications                  
|4.22  | üSimpson
    VIII Note, Related Agreements and Modifications                   
|4.23  | üSimpson
    IV Note, Related Agreements and Modifications                     
|4.24  | üDoermer
Personal Note, Related Agreements and Modifications                   
|      |                                                                                
|      | Other Significant Documents                                                    
|10.34 | ·Dixie
    Warrant to Mike Liu*                                                
|10.35 | ·Generic
Subscription Agreement*                                               





*        Previously
filed.










17







SIGNATURES



Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



|                  | DIXIE FOODS INTERNATIONAL, INC.                       
|----------------- | ------------------------------------------------------
|                  |                                                       
|December 24, 2014 | By:                                                   
|                  | Richard Groberg                                       
|                  | President (principal executive and accounting officer)



Pursuant to
the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|Signature           |  | Title                                                |  | Date             
|------------------- |  | ---------------------------------------------------- |  | -----------------
|                    |  |                                                      |  |                  
|/s/ Kenneth Antos   |  | President and Director (principal executive officer) |  | December 24, 2014
|                    |  |                                                      |  |                  
|/s/ Richard Groberg |  | Vice President, CFO and Director (principal and      |  | December 24, 2014
|                    |  | principal accounting officer)                        |  |