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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                          AMENDMENT NO.1 TO FORM 10-KSB

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
 
For the fiscal year ended                                 Commission File
December 31, 1996                                          Number 1-13984

                 William Greenberg Jr. Desserts and Cafes, Inc.
                 -----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

           New York                                              13-3832215
------------------------------                              --------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

222 New Road, Parsippany, NJ                                     07054
------------------------------                               -------------------
(Address of Principal Executive Offices)                      (Zip Code)

Issuer's telephone number:          (201) 808-8248

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

                                                    Name of Each Exchange on
Title of Each Class                                 Which Registered
----------------------------                        ---------------------------
Common Stock, $.001 per share                       Boston Stock Exchange

Securities registered under Section 12 (g) of the Exchange Act:  None

        Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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. [X]


<PAGE>

<PAGE>



        Issuer's revenue for its most recent fiscal year was $4,232,616. As of
May 16, 1997 there were 3,155,500 shares of Company's Common Stock par value
$.001 per share outstanding. The aggregate market value of the voting stock held
by non-affiliates of the issuer on May 16, 1997 was approximately $4,118,250.

         Transitional Small Business Disclosure Format  (check one):

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

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<PAGE>



                                 FORM 10-KSB/A

                 WILLIAM GREENBERG JR. DESSERTS AND CAFES, INC.

                         Amendment No. 1 to Form 10-KSB
                      for the Year Ended December 31, 1996

        The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-KSB filed
April 17, 1997 as set forth in the pages attached hereto:

        Item    3. Legal Proceedings
        Item    9. Directors, Executive Officers, Promoters and Control Persons:
                   Compliance with Section 16 (a) of the Exchange Act
        Item   10. Executive Compensation
        Item   11. Security Ownership of Certain Beneficial Owners and
                   Management
        Item   12. Certain Relationships and Related Transactions
        Item   13. Exhibits, List and Reports on Form 8-K

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duty authorized.

                              William Greenberg Jr. Desserts and Cafes, Inc.

Dated: May 28, 1997           By: /s/ Philip Grabow
                                  ----------------------------------------
                                   Philip  Grabow, President and Chief Executive
                                   Officer


                                        3


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        The Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission on April 17, 1997 by William Greenberg Jr. Desserts and Cafes, Inc.
pursuant to Rule 13a-1 is hereby amended in the following respects:


                                        4


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                                     PART I

Item 3.  Legal Proceedings

         The Company is currently subject to the following legal proceedings:

1.       A summary non-payment proceeding seeking approximately $23,000 in
         damages, commenced by Harran Holding Corp., the Company's landlord at
         434 Avenue of the Americas. This proceeding was commenced on February
         20th, 1997. As of April 1, 1997 this ligation has been settled, and
         construction is proceeding at this store.

2.       A summary non-payment proceeding seeking approximately $17,000 in
         damages, commenced by Stanley Stahl, the Company's landlord at 2187
         Broadway. This proceeding was commenced on March 10th, 1997. As of
         April 1, 1997 this litigation has been settled.

3.       A summary non-payment proceeding seeking approximately $7,000 in
         damages, commenced by Rugby Managed Asset Fund, the Company's landlord
         at 166 East 35th Street a/k/a 518 Third Avenue. This proceeding was
         commenced on March 4, 1997. As of April 1, 1997 this ligation has been
         settled.

4.       A civil court action seeking approximately $7,000 for advertising fees,
         commenced by Kratz & Company, Inc. This proceeding was commenced on
         March 11, 1997. The Company has not answered, moved or otherwise
         responded to the complaint (which response was due on March 31, 1997)
         and is therefore in default. The Company is engaged in discussions with
         Kratz & Company, Inc. in an effort to settle this matter.

5.       A mechanics' lien seeking approximately $6,000 in damages, commenced by
         KLM Construction Management Inc. This proceeding was commenced on
         January 7, 1997. The Company has been attempting to settle this matter
         without further litigation, but as of yet there has been no final
         settlement.

6.       As of April 1, 1997, pursuant to settlement discussions, the employment
         of Stephen Fass, a director and President of the WGJ Subsidiary, Maria
         Marfuggi, a director and President of the JMS Subsidiary and Seth
         Greenberg, president of the WGJ Subsidiary's baking division,
         terminated. At the present time, the respective parties have not yet
         concluded their settlement discussions. The Company intends to seek an
         amicable settlement, including the employment agreements, with the
         named parties as a result of such termination. However, on April 11,
         1997 an action was commenced by William Greenberg Jr. and Seth
         Greenberg against the Company, seeking summary judgement in lieu of a
         complaint, based on their Consulting Agreements with the Company for
         payment of $14,615.40 to William Greenberg Jr. and $15,769.24 to Seth
         Greenberg. The parties believe that an amicable solution can be
         reached.



                                        5


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7.       Andersen Rogan Ross Temporary Personnel Inc. v. William Greenberg Jr.
         Desserts and Cafes Inc.: On or about March 20, 1997, Andersen Rogan
         Ross Temporary Personnel Inc. ("Temp Personnel") commenced an action
         against the Company for temporary labor provided to the Company in the
         amount of $19,678.46, plus interest from December 9, 1996. On or about
         April 15, 1997, Temp Personnel sought a default judgment in the sum of
         $20,433.33. The Company is engaged in discussions with Temp Personnel
         in an effort to settle this matter.

8.       By letter dated February 28, 1997, the Local 3 Welfare Fund (the
         "Fund") advised the Company that it was delinquent in its contributions
         and submission of remittance reports. According to the Fund, the
         Company owes $60,788.20 for the period of October 1996 through February
         1997 and is liable for such delinquency under ERISA.


                                        6


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                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16 (a) of the Exchange Act

         Information Concerning the Board of Directors and Executive Officers

         The following table sets forth certain information concerning the Board
of Directors, persons nominated to be elected as directors and executive
officers of the Company:

<TABLE>
<CAPTION>

          Name of Director,
         Executive Officer or
        Nominee for Director,
           Age and Position                         Principal Occupation                       Date of Initial
          Held with Company                      for Previous Five Years                     Election as Director
          ------------------                     ------------------------                    --------------------
<S>                                        <C>                                               <C>
Philip Grabow, 57                          President of J.M. Specialties, Inc.                 January 23, 1997
  Chief Executive Officer,                 October 1985 to January 1997
  President and Director

Richard Fechtor, 66                        Founder of and since 1974                           July 11, 1996
  Director                                 Executive Vice President of
                                           Fechtor, Detwiler & Co., Inc., the
                                           representative of the underwriters in
                                           the Company's initial public
                                           offering; Director of Vascular
                                           Laboratories since 1989

Raymond J. McKinstry, 49                   Investment manager with Astair &                    August 1995
  Director                                 Partners, Limited, a London based
                                           brokerage company, 1987 to
                                           present.

Kenneth Sitomer, 50,                       Chief Operating Officer of Sam                          --
  Director Nominee                         and Libby, Inc., a publicly held
                                           company, 1993 to present; private
                                           consultant to footwear industry 1992
                                           to March 1993; President and Chief
                                           Executive Officer of Russ Togs, Inc.,
                                           a publicly held company listed on the
                                           New York Stock Exchange, 1989 to
                                           1992.
</TABLE>


                                        7


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<TABLE>
<CAPTION>

          Name of Director,
         Executive Officer or
        Nominee for Director,
           Age and Position                         Principal Occupation                       Date of Initial
          Held with Company                      for Previous Five Years                     Election as Director
          ------------------                     ------------------------                    --------------------
<S>                                        <C>                                               <C>
Karen Brenner, 43,                         President of Fortuna Advisors,                            --
  Director Nominee                         Inc., an investment advisory firm
                                           in California 1993 to present;
                                           founder and President of Karen
                                           Brenner, Registered Investment
                                           Advisor, the predecessor to Fortuna
                                           Advisors, Inc., 1984 to 1993;
                                           Managing Partner of F.C. Partners, a
                                           California limited partnership, April
                                           1996 to present; Director on DDL
                                           Electronics, Inc., a publicly held
                                           company, July 1996 to present;
                                           Director of Krug International Corp.,
                                           a publicly held company, July 1996 to
                                           present.
</TABLE>

         All directors hold office until the next annual meeting of shareholders
or until their successors are elected and qualified. For a period of five years
from October 12, 1995, Fechtor Detwiler & Co., Inc. (the "Representative") has
the right to nominate one member to the Company's Board of Directors. Mr.
Fechtor is the Representative's current nominee to the Board of Directors. There
are no family relationships among any of the directors and executive officers of
the Company.

        Officers are appointed by the Board of Directors and serve at the
discretion of the Board. All of the executive officers of the Company have
employment agreements with the Company. See "Employment Agreements / Termination
Settlements."

         As of the date of this Amendment to the Annual Report, Ms. Marfuggi is
not employed as (a) Executive Vice President, Secretary and Director of the
Company, (b) President and Director of WGJ Deserts and Cafes, Inc. (the "WGJ
Subsidiary") and (c) Executive Vice President, Secretary and Director of the
J.M. Specialties, Inc. (the "JMS Subsidiary"), and Mr. Fass is not employed as
(a) Executive Vice President and Director of the Company, (b) Executive Vice
President, Secretary and Director of the WGJ Subsidiary and (c) President and
Director of the JMS Subsidiary. The Company is negotiating settlement agreements
with each of Ms. Marfuggi and Mr. Fass relating to their separation from the



                                        8


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Company. The Board of Directors intends to immediately appoint executive
officers to replace Ms. Marfuggi and Mr. Fass once settlements have been
reached. See "Employment Agreements / Termination Settlements."

      Compliance With Section 16(a) of the Securities Exchange Act of 1934

         The Securities and Exchange Commission (the "Commission") has
comprehensive rules relating to the reporting of securities transactions by
directors, officers and shareholders who beneficially own more than 10% of the
Company's Common Shares (collectively, the "Reporting Persons"). These rules are
complex and difficult to interpret. Based solely on a review of Section 16
reports received by the Company from Reporting Persons, the Company believes
that no Reporting Person has failed to file a Section 16 report on a timely
basis during the most recent fiscal year.


                                        9


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<PAGE>



Item 10.           Executive Compensation

         Compensation of Directors

         Directors of the Company who are not salaried officers receive a fee of
$500 for attending each meeting of the Board of Directors or a committee
thereof. In addition, all directors are reimbursed for their reasonable
out-of-pocket expenses incurred in connection with attending such meetings.

         Executive Compensation in 1996

         The following table sets forth compensation paid to the Chief Executive
Officer and to executive officers of the Company, excluding those executive
officers who did not receive an annual salary and bonus in excess of $100,000 in
the fiscal year ended December 31, 1996.

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------
                                                                                   Annual Compensation
                                                            ------------------------------------------------------------------
                                                                                                          Other Annual
                                                                                                          Compensation
Name and Principal Position                          Year             Salary ($)          Bonus ($)            ($)
------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                   <C>                <C>              <C>
Maria Marfuggi, CEO                                 1996               $67,308             $0.00                 $0.00
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

         No other executive officer received a salary and bonus in excess of
$100,000 for the year ended December 31, 1996. The Company has not granted any
stock options, stock appreciation rights or long-term incentive awards to any
executive officer of the Company since its inception.

         Employment Agreements / Termination Settlements

         In July 1995, the Company entered into employment agreements with each
of Maria Maggio Marfuggi and Stephen Fass. Ms. Marfuggi and Mr. Fass are no
longer employed by the Company. The Company is in the process of negotiating
separation agreements with each of Ms. Marfuggi and Mr. Fass.

         New Employment Agreements

         In January 1997, the Company entered into an employment agreement with
Philip Grabow, the President and Chief Executive Officer of the Company, for a
term lasting until December 31, 1998 with successive automatic renewal periods
of one year, with a base salary of $250,000 for the first year, and $150,000 for
the second year. Either the Company or Mr. Grabow may cancel the agreement for
any reason after two years upon 60 days' written notice prior to a scheduled
expiration date. Upon any termination of the agreement, other than for cause,
Mr. Grabow shall be entitled to a severance payment equal to his then base
salary for a



                                       10


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<PAGE>



period one year.

         Significant Employees

         Marilyn Miller is the manager of the Company's baking division. Her
responsibilities include kosher baking, European specialties and the development
of new products. Prior to 1992, Ms. Miller was a principal in a kosher bakery.


                                       11


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Item 11. Security Ownership of Certain Beneficial Owners and
         Management

         The following table sets forth the number and percentage of Common
Shares beneficially owned, as of the date of this Amendment to the Annual
Report, by: (i) all persons known by the Company to be the beneficial owner of
more than 5% of the outstanding Common Shares; (ii) each director and director
nominee of the Company; (iii) each of the "named executive officers" as defined
under the rules and regulations of the Securities Act of 1933, as amended; and
(iv) all directors and executive officers of the Company as a group (5 persons):

<TABLE>
<CAPTION>

                                                                        Numbers
                                                                       of Shares           Percentage
                                                                      Beneficially        Beneficially
                  Name                                                  Owned(1)            Owned(2)
                  ----                                                ------------         -----------
<S>                                                                        <C>                <C>  
Philip Grabow(3).................................................          850,000            24.2%
Maria Marfuggi(4)................................................          422,500            10.1%
Willa Rose Abramson(5)...........................................          472,500            15.0%
Stephen Fass(6)..................................................          275,000             8.6%
Richard Fechtor(7)...............................................          137,042            4.32%
Raymond J. McKinstry(8)..........................................           50,000            1.56%
InterEquity Capital Partners, L.P.(9)............................          281,185             8.2%
Kenneth Sitomer(10)..............................................               --               --
Karen Brenner(11)................................................               --               --
All executive officers and directors as a group
  (5 persons)(12)................................................        1,734,542            47.5%
</TABLE>

--------

(1)      Unless otherwise noted, the Company believes that all persons named in
         the table have sole voting power with respect to all shares
         beneficially owned by them. A person is deemed to be the beneficial
         owner of securities that can be acquired by such person within 60 days
         from the date hereof upon the exercise of warrants or options.

(2)      Assumes 3,155,500 Common Shares outstanding as of the date of this
         Amendment to the Annual Report. Each beneficial owner's percentage
         ownership is determined by assuming that options or warrants that are
         held by such person (but not those held by any other person) and which
         are exercisable within 60 days from the date hereof have been
         exercised.

(3)      Mr. Grabow's business address is 222 New Road, Parsippany, New Jersey
         07054. Includes 500,000 Common Shares and currently exercisable
         warrants to purchase an additional 350,000 Common Shares. See "Certain
         Relationships and Related Transactions."


                                       12


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<PAGE>




(4)      Ms. Marfuggi's business address is 116 Village Blvd., Suite 200,
         Princeton, New Jersey 08540-5799. Includes 372,500 Common Shares and
         currently exercisable warrants to purchase an additional 50,000 Common
         Shares. Excludes 75,000 Common Shares pledged by Ms. Marfuggi in
         November 1996 as collateral for a loan which the Yardville National
         Bank has foreclosed upon. As of the date of this Amendment to the
         Annual Report, Ms. Marfuggi is not employed by the Company or any
         subsidiary of the Company. The Company is negotiating a settlement with
         Ms. Marfuggi relating to her separation from the Company. See
         "Employment Agreements / Termination Settlements"

(5)      Ms. Abramson's address is 1800 NE 114th Street, Miami, Florida 33181.
         Includes 400,000 Common Shares pledged by Ms. Abramson in March 1996 as
         collateral for a loan which matures in March 1997. Effective April 15,
         1996, Ms. Abramson resigned as a member of the Board of Directors and
         from the offices of Chairman of the Board, Chief Financial Officer and
         Secretary.

(6)      Mr. Fass's business address is 210 West 90th Street - Apt 7L, New York,
         New York 10024. Includes 225,000 Common Shares and currently
         exercisable warrants to purchase an additional 50,000 Common Shares. As
         of the date of this Amendment to the Annual Report, Mr. Fass is not
         employed by the Company or any subsidiary of the Company. The Company
         is negotiating a settlement with Mr. Fass relating to his separation
         from the Company. See "Employment Agreements / Termination
         Settlements."

(7)      Mr. Fechtor's business address is 155 Federal Street, Boston,
         Massachusetts 02110. Upon the conversion of a certain note, InterEquity
         Capital Partners, L.P., received a six-year warrant exercisable until
         October 2001 to purchase, on one occasion, 6% of the issued and
         outstanding capital shares of the Company on a fully diluted basis as
         of the date of exercise. Certain persons associated with the
         Representative, received an aggregate 17.5% interest in such warrant,
         including Mr. Fechtor, who received a 5% interest in such warrant. As
         of the date of this Amendment to the Annual Report, there are 5,680,500
         Common Shares outstanding on a fully diluted basis, 6% of which equals
         340,830 Common Shares. Accordingly, Mr. Fechtor's ownership as shown in
         the table includes 17,042 shares issuable upon exercise of such
         warrant. See "Certain Relationships and Related Transactions." Also
         includes 120,000 shares of Common Stock. Excludes 5,500 shares of
         Common Stock owned by Mr. Fechtor's wife, of which he disclaims
         beneficial ownership.

(8)      Mr. McKinstry's business address is 40 Queen Street, London EC4R 1DD,
         England. Includes currently exercisable warrants to purchase 50,000
         Common Shares.

(9)      InterEquity's business address is 220 Fifth Avenue, New York, New York
         10001. Includes an 82.5% interest in a six-year warrant exercisable to
         purchase, on one occasion, 6% of the issued and outstanding capital
         shares of the Company on a fully diluted basis as of the date of
         exercise. As of the date of this Amendment to the Annual Report, there
         are 5,680,500 Common Shares outstanding on a fully diluted basis, 6% of
         which equals 340,830 Common Shares. Accordingly, InterEquity's
         ownership as shown in the table



                                       13


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         includes 281,185 shares issuable upon exercise of such warrant. The
         warrant is currently exercisable and expires in October 2001.

(10)     Mr. Sitomer's address is 303 East 57th Street, New York, New York
         10022. Mr. Sitomer has consented to be nominated for election to the
         Company's board of directors.

(11)     Ms. Brenner's address is P.O. Box 9109, Newport Beach, California
         92660. Ms. Brenner has consented to be nominated for election to the
         Company's board of directors.

(12)     Includes the Common Shares beneficially owned by Mr. Grabow, Mr.
         Fechtor, Mr. McKinstry, Mr. Fass and Ms. Marfuggi.


                                       14


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Item 12.   Certain Relationships and Related Transactions

    The Acquisition

    In June 1995, the Company entered into a purchase and sale agreement with
Greenberg's--L.P., a New York limited partnership doing business as William
Greenberg Jr. Desserts, Inc., its general partner and all of its limited
partners pursuant to which the Company agreed to acquire, subject to the terms
and conditions contained therein, the operating assets and certain liabilities
of Greenberg's--L.P. for $2,000,000 (the "Acquisition"). On July 10, 1995, the
Company consummated the Acquisition. At the closing, the Company entered into an
employment and consulting agreement with Seth Greenberg, a consulting agreement
with William Greenberg, Jr. and Carol S. Greenberg and a consulting agreement
with Marilyn Miller. See "Significant Employees." In connection with the
Acquisition, the general partner and Greenberg's--L.P. agreed that they would
not, for a period of five years from closing, compete with the Company.

    Acquisition Indebtedness

    In July 1995, in order to finance the Acquisition, the Company obtained a
senior, secured term loan represented by two promissory notes issued to
InterEquity Capital Partners, L.P. ("InterEquity"). One promissory note was in
the original principal amount of $1,999,000 (the "Amortizing Note") and the
other was in the original principal amount of $1,000 (the "Convertible Note").
The term loan was secured by substantially all of the Company's assets. The
Convertible Note was convertible into Common Shares or a warrant to purchase
capital stock of the Company. Upon consummation of the Company's initial public
offering of 1,000,000 Common Shares (the "Offering"), which occurred in October
1995, the Company used a portion of the net proceeds of the Offering to pay the
term loan in full, together with accrued interest, and a prepayment penalty
($530,000). As a result, the liens against the Company's assets and the
collateral assignments were terminated. In addition, upon consummation of the
Offering, InterEquity paid the Company $1,000 and converted the Convertible Note
into a six-year warrant exercisable to purchase, on one occasion, 6% of the
Company's issued and outstanding capital stock on a fully diluted basis at the
time of exercise. In addition, the Company has granted InterEquity an option to
put those shares acquired by InterEquity upon the conversion of the warrant to
the Company commencing on July 10, 2000 through July 31, 2005 if the Common
Shares have not been listed or admitted to trading on a national securities
exchange and/or are not quoted on an automated quotations system at the time the
put is exercised, at a price equal to a multiple of earnings as defined in the
loan agreement between the parties or a price established by independent
appraisal. In addition, pursuant to the terms of the loan agreement, the Company
has granted InterEquity certain "piggyback" registration rights with respect to
the Common Shares issuable upon exercise of the warrant.



                                       15


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<PAGE>



    The JMS Acquisition

    On January 17, 1997, the Company entered into a stock purchase agreement
(the "Stock Purchase Agreement") with Philip Grabow ("Grabow"), pursuant to
which, on January 23, 1997, the Company consummated the purchase from Grabow of
all the outstanding shares of J.M. Specialties, Inc., a New Jersey corporation
(the "JMS Subsidiary"), in exchange for (i) $900,000 in cash, (ii) 500,000
shares (the "JMS Shares") of the Common Stock of the Company and (iii) 350,000
warrants (the "JMS Warrants") exercisable for shares of Common Stock of the
Company (the "JMS Transaction"). Each JMS Warrant entitles Grabow to purchase
one Common Share of the Company at the exercise price of $2.50 per share until
December 31, 2000.

    In connection with the Stock Purchase Agreement, Grabow and the Company also
entered (i) a registration rights agreement, dated as of January 23, 1997,
regarding the terms of the registration of the Common Shares of issuable upon
exercise of the JMS Warrants, and (ii) an employment agreement dated as of
January 23, 1997. Pursuant to the employment agreement, Grabow will serve as
President and Chief Executive Officer of the Company at an annual salary level
of $250,000 for the first year, and a minimum of $150,000 thereafter. Also in
connection with the JMS Transaction, effective January 23, 1997, Grabow was
elected to serve as a director of the Company.

    JMS Acquisition Indebtedness

    The payment of the cash portion of the purchase price for the JMS Subsidiary
and such working capital, was funded through the net proceeds received from the
sale by the Company of 1,500,000 common stock purchase warrants (the "Private
Placement Warrants") at a price of $1.10 per Private Placement Warrant to a
limited number of purchasers that qualified as "accredited investors" under the
Securities Act of 1933. The terms of the Private Placement Warrants are
substantially similar to the JMS Warrants.

    Transactions with Executive Officers and Directors

    In April 1994, Stephen Fass purchased 225,000 Common Shares from the Company
for an aggregate purchase price of $22,500.

    At December 31, 1994, the Company was indebted to Mr. Fass in the aggregate
amount of $50,432. Of this amount, $35,000 pertained to a verbal consulting
agreement with the Company whereby Mr. Fass agreed to perform consulting
services for the Company at a rate of $5,000 per month effective June 1, 1994
and the balance of $15,432 represented expenses incurred by the Company which
Mr. Fass personally paid on its behalf. Through June 30, 1995, Mr. Fass earned
additional consulting fees of $30,000 and paid additional costs and expenses
incurred on behalf of the Company of $24,933, which increased the amount owed to
Mr. Fass to $105,365. In October 1996, all amounts owed to Mr. Fass by the
Company were repaid in full.



                                       16


<PAGE>

<PAGE>



    For a description of the employment agreements with Mr. Fass and Ms.
Marfuggi and their separation from the Company, see "Employment Agreements/
Termination Settlements."

    On February 8, 1996, the Company made an unsecured loan in the amount of
$212,000 to the spouse of the Company's former Chairman of the Board. The loan
bore interest at the rate of 6.75% per annum. On April 5, 1996, the loan was
repaid in full with all accrued interest.

    In October 1995, persons associated with the Representative purchased a
$350,000 participation interest in a $2,000,000 term loan obtained from
InterEquity in connection with the Acquisition and, as a result, received
through the conversion of the Convertible Note, a 17.5% participation interest
in a six-year warrant issued to InterEquity to purchase 6% of the issued and
outstanding shares of capital stock of the Company on a fully diluted basis at
the time of exercise. Richard Fechtor, a Director of the Company, is a principal
of the Representative and received a 5% interest in such warrant. See "--
Acquisition Indebtedness" and "Security Ownership of Certain Beneficial Owners
and Management."

    J.P. Veggi's, Inc. ("J.P.'s") is engaged in a co-packing arrangement with
the JMS Subsidiary pursuant to which J.P.'s paid the JMS Subsidiary
approximately $65,000 during the year ended December 31, 1996. Philip Grabow,
the President and Chief Executive Officer and a Director of the Company is a
co-founder and President of J.P.'s and owns 10% of the outstanding shares of
J.P.'s.


                                       17


<PAGE>

<PAGE>



                                     PART IV

Item 13.  Exhibits, List and Reports on Form 8-K

(c)      Listing of Exhibits

         **2.1    Purchase and Sale Agreement, dated June 2, 1995, by and among
                  the Company, Greenberg Dessert Associates Limited Partnership,
                  SMG Baking Enterprises, Inc. and its limited partners.

         ***2.2   Stock Purchase Agreement, dated as of January 17, 1997, by and
                  between the Company and Philip Grabow, without exhibits.

         **3.1    Restated Certificate of Incorporation.

         **3.2    Amended and Restated By-laws.

         **4.1    Form of certificate for shares of Common Stock.

         **4.2    Form of Representatives Warrant.

         **4.3    Loan Agreement, dated July 10, 1995, by and between
                  InterEquity Capital Partners, L.P. and the Company.

         **10.1   Employment Agreement, dated July 10, 1995, by and between the
                  Company and Stephen Fass.

         **10.2   Employment Agreement, dated as of July 10, 1995, by and
                  between the Company and Willa Rose Abramson.

         **10.3   Employment Agreement, dated as of July 10, 1995, by and
                  between the Company and Maria Maggio Marfuggi.

         **10.4   Employment Agreement and Consulting Agreement, dated July 10,
                  1995, by and between the Company and Seth Greenberg.

         **10.5   Consulting Agreement, dated July 10, 1995, by and between the
                  Company and William Greenberg Jr.. and Carol Greenberg.

         **10.6   Departmental License Agreement effective February 1995 by and
                  between the Company and Macy's East, Inc.

         **10.8   Form of Warrant for InterEquity Capital Partners, L.P.

         **10.9   1995 William Greenberg Jr. Desserts and Cafes, Inc. Stock
                  Option Plan



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        **10.10   Lease Agreement dated July 1995 between the Company and Murray
                  Greenstein.

        **10.11   Lease Agreement dated January 1994 between Schnecken Baking
                  Realty Corp. and Gerel Corporation.

        **10.12   Assignment and Assumption of Lease dated July 1995 between the
                  company and Schnecken Baking Realty Corp.

        **10.13   Lease dated April 1991 between Greenberg's 35th Street Baking
                  Co., Inc. and Rugby Managed Asset Fund.

        **10.14   Assignment and Assumption of Lease dated July 1995 between the
                  Company and Greenberg's 35th Street Baking Co.

        **10.15   Lease dated May 1989 as modified in January 1991 between
                  Greenberg's Triple S. Baking Co., Inc. and Stahl Real Estate
                  Co.

        **10.16   Assignment and Assumption of Lease dated July 1995 between the
                  Company and Greenberg's Triple S. Baking Co., Inc.

        **10.17   Consulting Agreement, dated July 10, 1995, by and between the
                  Company and Marilyn Miller.

        **10.18   Form of Indemnity Agreement.

        **10.19   Sublease dated December 1995 between Timothy's Coffees of the
                  World, Inc., and the Company.

        ****10.20 Lease dated March 8, 1995 between Harran Holding Corp., c/o
                  A. J. Clarke Management and the Company.

        ****10.21 Agreement dated January 13, 1996 by and between the Company
                  and Barry Kaplan Associates.

        *****10.2 Employment Agreement, dated January 23, 1997, by and between
                  the Company and Philip Grabow.

        *****10.2 Form of Warrant for the Private Placement made in conjunction
                  with the JMS Subsidiary acquisition.

        *10.24   Lease dated December 29, 1987 between New Road Associates and
                 the Company.

        *10.25   Sublease dated December 4, 1995 between GAB Robins North
                 America,



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                  Inc. and the Company.

        *****21.1 List of Subsidiaries of the Company, the state of
                  incorporation of each, and the names under which such
                  subsidiaries do business.

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

*        Filed Herewith.

**       Incorporated by reference to the Company's Registration
         Statement on Form SB-2 Registration Number 33-96094.

***      Incorporated by reference to Schedule 13-D filed by
         Philip Grabow on SEC File Number 005-48185.

****     Incorporated by reference to the Company's Annual Report for the fiscal
         year ended 1995 on Form 10-KSB Commission File Number 1-13984.

*****    Incorporated by reference to the Company's Annual Report for the fiscal
         year ended 1996 on Form 10-KSB Commission File Number 1-13984.



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