<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                  FORM 10-KSB/A

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
         SECURITES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

         FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d)  OF THE
                  SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

         FOR THE TRANSITION PERIOD FROM ____TO____

                     COMMISSION FILE NUMBER 0-30301

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

                             SOULFOOD CONCEPTS, INC.

                 (Name of small business issuer in its charter)
                               -------------------

          DELAWARE                                    13-3585743
(State of Incorporation)                   (I.R.S. Employer Identification No.)

                           630 NINTH AVENUE, SUITE 310
                              NEW YORK, N.Y., 10036
           (Address of principal executive office, including zip Code)

                                 (212) 262-8333
                (Issuer's telephone number, including area code)

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

                                      NONE

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

                          COMMON STOCK, $.003 PAR VALUE

Check whether the issuer (1) Filed all reports required to be filed by section
13 or 15 (d) of the securities exchange act during the preceding 12 months (or
for such a 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 contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, is definitive proxy or
information statements incorporated by reference in Part III of this form 10-KSB
or any amendment to this form. [X]

     The aggregate market value on December 31, 2001 of voting stock held by
non-affiliates computed by reference to the last sale price on that date was
approximately $2,625,569

     The issuer's revenues for the year ended December 31, 2002 were $6,047,643

As of December 31, 2002, 5,049,172 shares of common stock, par value $.003 per
share were issued and outstanding.

                       Documents incorporated by reference
                       -----------------------------------

                                      NONE
<PAGE>


                                     PART I

ITEM 1.   BUSINESS

GENERAL

         Soulfood Concepts, Inc., a Delaware corporation (the "Company"), owns
and operates full service, upscale soul food restaurants under the name of The
Shark Bar(R) Restaurant . We also hold a 62% interest in one other full service,
soul food restaurant operating under the name of Mekka (R) restaurant . The
flagship Shark Bar restaurant and Mekka are located in Manhattan, New York; the
others are located in Chicago, Illinois, and Atlanta, Georgia.

         The original Shark Bar restaurant, which was opened in New York City in
1990, is a full service 95-seat restaurant. In March 1997, we opened a
three-floor 9,000 square foot Shark Bar(R) restaurant in Chicago. In September
1997, we opened a third Shark Bar(R) restaurant in Los Angeles in a 6,500 square
foot facility. In March 1998, we opened a fourth Shark Bar restaurant in a
10,000 square foot location in Atlanta.

         The corporate expansion during 1997 was financed by us through various
financing transactions as well as loans from one of our officers. See
"Business-Financing Transactions".

         The Los Angeles and Chicago units were closed in June and July 1999
respectively, primarily due to unsatisfactory management performance and
subsequent decline in sales. We have successfully sold the Los Angeles unit's
lease, inventory and fixed assets. As of the date of this report, we have
entered into a new lease agreement with the landlords of the Chicago location
and we will engage a turnaround plan to reopen the Chicago location by the first
quarter 2003.

CORPORATE STRATEGY

         We intend to build the first national "soul food" restaurant company
throughout major urban areas in the United States with the expansion of our two
concepts - The Shark Bar Restaurant and Mekka Restaurant. We are dedicated to
excellence in the quality of our food offerings and to the creation of value for
our customers.

         We believe that we differentiate our restaurants from other restaurants
by emphasizing the following strategic elements:

o    DISTINCTIVE CONCEPT AND BRAND. The restaurants provide guests with a
     distinctive dining experience, which helps promote frequent visiting
     patterns and strong customer loyalty.

o    ENSURE HIGH QUALITY GUEST EXPERIENCE. We strive to provide a consistent,
     high quality guest experience in order to generate frequent visiting
     patterns and customer loyalty. Through extensive training, experienced
     restaurant-level management and rigorous operational and quality controls,
     we seek to provide high quality menu items and to ensure prompt, friendly
     and efficient service to guests. We believe that the restaurants are
     attractive to a wide variety of dining occasions, including weekday and
     weekend lunches and dinners for a broad range of guests, offering upscale
     Soul Food and New Southern Cuisine which provides a unique and enduring
     attraction to a broad and diverse demographic and socio-economic mix of
     customers.

                                       1
<PAGE>

o    ACHIEVE ATTRACTIVE RESTAURANT-LEVEL ECONOMICS. Our primary objective is to
     be positioned as the first national company to target the soul food
     category, which offers a fine dining experience with casual dining prices.
     We intend to achieve attractive operating results due to the broad appeal
     of the concepts, careful site selection and cost-effective site
     development, consistent application of the management and training programs
     and favorable product costs. We utilize centralized information and
     accounting systems, which allow us to monitor and control labor, food and
     other direct operating expenses, and provide us with timely access to
     financial and operating data. We believe that the culture and emphasis on
     training leads to a lower employee turnover ratio, and therefore higher
     productivity, compared to many competitors.

o    ATTRACT AND RETAIN HIGH QUALITY RESTAURANT MANAGEMENT. We believe that we
     are able to attract and retain quality restaurant management because we
     offer a competitive compensation and benefits program. In addition to
     salary and bonus, we will adopt other incentive programs that allow general
     managers to become eligible for additional benefits including equity
     incentives through our employee incentive stock option plan ("ISO").

o    UTILIZE MANAGEMENT INFORMATION SYSTEMS EFFECTIVELY. We believe that current
     management information systems have the infrastructure capacity to support
     a growth plan and to achieve attractive restaurant level economics. All of
     the restaurants have personal computer and point-of-sale systems integrated
     with centralized management information and accounting systems. The
     corporate office is able to monitor and control labor, food and other
     direct operating expenses, and maintain efficient and quality restaurant
     service with hourly guest traffic and sales volume forecasts for each
     restaurant. The systems permit restaurant and company management to manage
     sales, cost of sales and product mix on a daily basis.

o    EXECUTE DISCIPLINED EXPANSION STRATEGY OF COMPANY-OWNED RESTAURANTS. We
     believe that the restaurant concepts have broad national appeal and that,
     as a result, there may be significant opportunities to expand operations
     and generate attractive unit level economics. We intend to re-open Chicago
     with a stringent and comprehensive management-training program in place and
     capitalize on a proven market that has already shown acceptance of the
     concept. We will continue opening company-owned restaurants in primary
     metropolitan markets, i.e. Baltimore/Washington D.C., Houston, and
     Nashville.

RESTAURANT CONCEPT AND MENUS

THE SHARK BAR

         The Shark Bar restaurants were developed to appeal to a 35-50 year old,
predominantly African-American customer base, however significant cross over
appeal exists for customers seeking a full service upscale casual dining
experience in the soul food genre. Our menu and service model is also highly
conducive to family style dining. Each has a separate bar area along with
dinning rooms with tablecloth settings. The Shark Bar restaurant serves dinner
7 days a week and lunch and brunch when appropriate. The distribution between
food and beverage sales is 65% food and 35% beverages. During 1999, the average
guest check at the Shark Bar was approximately $23 (including beverages).

         During 1998 and 1999, The New York Shark Bar restaurant received a
designation from Forbes Magazine as an "All-Star Eatery", while the Chicago
restaurant was awarded "Two Stars" from the Chicago Sun-Times.

                                       2
<PAGE>

         The menu at The Shark Bar Restaurants features both upscale soul food
and New Southern Cuisine at affordable prices. The menu is organized so that
diners may choose an entree with two accompanying side orders. The entrees
featured on the menu include Blackened Catfish, Honey Dipped Fried Chicken,
Shrimp Etoufe, and Grilled Salmon in a Herb Citrus Butter Sauce. The Shark Bar
has established a reputation of quality and consistency in its food,
particularly with its side orders, which includes black-eyed peas, collard
greens, macaroni and cheese, candied yams and mashed potatoes.

MEKKA

         We are also the General Partner, holding a 60% general partner interest
and a 2% limited partner interest, of a 55-seat soul food restaurant known as
Mekka. The menu at Mekka is also based on soul food and New Southern cooking,
but also offers a selection of Caribbean dishes. Mekka was designed with
slightly lower price points than The Shark Bar and is targeted towards a
predominantly African-American customer in the 20-40 age demographic, and also
has very significant cross over appeal. Mekka serves dinner seven days a week,
does not serve lunch during the week but does offer a brunch on Sunday. The
distribution between food and beverages sales is approximately 65% for food and
35% for beverages. In 1999, the average guest check in Mekka was approximately
$20 (including alcoholic beverages). Mekka also has an outdoor cafe space that
offers an additional 30 seats in the warmer months.


RESTAURANT EXPANSION

         The first expansion outside of the New York market was The Shark Bar in
Chicago ("Shark Bar Chicago") which opened in March of 1997. On January 10,
1997, we completed the purchase of the lease, restaurant assets and licenses of
the Affair Restaurant Inc. in Chicago, Ill. from Affair, L.P. and all of the
issued and outstanding shares of capital stock of Affair Restaurant, Inc. for
the aggregate purchase of approximately $335,000 (the "Chicago Acquisition").
The Shark Bar Chicago is a 9,000 square foot unit, of which 7,000 square feet
can be used for sales space on three floors, with a 2,000 square foot outside
adjoining deck. The main dining floor contains 130 seats plus a small bar area,
while the second floor offers the larger bar space and seating for up to an
additional 75 persons, if so required. The second floor is also able to
accommodate larger private parties and catering events. We have currently
entered into a new lease agreement and intend to re-open the Chicago unit by the
first quarter of 2003.

         In the first quarter of 1998, we acquired a lease, together with
furniture and fixtures thereon, of a 10,000 square foot, two level restaurant
located in mid-town Atlanta for a purchase price of $250,000. We opened these
premises into the fourth Shark Bar (R) Restaurant during the first quarter of
1998.

         We still believe that significant opportunities to expand company-owned
restaurants exists, and will implement an accelerated expansion strategy. We
intend to seek to develop new restaurants in geographic areas and primary
metropolitan markets that are readily receptive to our concept and which will
enable us to increase name recognition and realize improved efficiencies in
marketing, management, and purchases. In fiscal 2003 we plan to reopen Shark Bar
restaurant Chicago with an extensive "turnaround" plan that involves a focus on
operations and management training, and in fiscal 2004 we intend to open two
additional restaurants.

                                       3
<PAGE>

         Approximate costs for the Chicago unit's reopening are $250,000.
Additional expansion efforts will not begin until second or third quarter 2003.
Typically, the cost to open a unit is approximately $400,000 to $600,000. The
foregoing represents the Company's best estimate of the funds required for these
openings. This estimate is based on certain assumptions, including, primarily
that interior improvements and equipment installation can be commenced and, in
some cases, completed at projected costs. Future events, including the problems,
delays, expenses and complications frequently encountered by companies as well
as changes in economic, regulatory or competitive conditions or changes in the
Company's planned business and the success or lack thereof may make shifts in
the allocation of funds necessary or desirable. There can be no assurance that
the Company's estimates will prove to be accurate, that unforeseen expenses will
not occur, or that the Company will successfully realize its objectives.

         We intend to expand our business through the development and "branding"
of our full service restaurants, namely The Shark Bar Restaurant(R) and Mekka
Restaurant(R). We believe that our overall business objectives will be better
met through the expansion of full service units in the larger urban markets
within the United States. These large markets can accommodate 125 seat plus
establishments, which in turn will help build our cash flow and establish the
name brands of our restaurants in the important US markets.

         While pursuing our expansion program of developing a chain of
restaurants under the Shark Bar & Mekka brands, we intend to also seek to
develop strategic alliances through joint ventures, acquisitions or mergers,
augmenting our growth plan. The Company will act as principal fundraiser, and
operator for all future restaurants.

The success of the Company's planned expansion will depend upon a number of
factors, including:

-    the cost and availability of suitable locations and the negotiation of
     acceptable leases;
-    the ability to meet development and construction schedules;
-    the securing or required government permits, licenses, and other regulatory
     approvals;
-    the hiring and training of management and other personnel;
-    the terms and availability of financing; and
-    other general economic and business conditions.

         We will prepare for duplication of our restaurant concept and
operations by developing operating systems, training and operating manuals,
recipes and cooking procedures, menu format and new menu items, costing and
pricing standards, financing and accounting controls, quantity and quality
controls, and preventive maintenance programs.

         Our proposed expansion plans will require additional management,
operational and financial resources. Consultants will be hired if necessary.

         We have had continuing discussions with brokers, agents and landlords
regarding new sites for additional Shark Bars in major urban markets, however,
there can be no assurance that additional restaurants will be opened.

FINANCING TRANSACTIONS

         During 1997, in order to finance our acquisitions and to facilitate our
expansion strategy, we entered into various financing transactions:

                                       4
<PAGE>

         During January 1997, we issued 100,000 unregistered shares of our
common stock for an aggregate purchase price of $20,000.

         During January, 1997, we issued 100,000 unregistered shares of our
common stock and a warrant to purchase up to 10,000 shares of common stock to an
institutional investor for an aggregate purchase price of $100,000.

         During February, 1997, we borrowed $100,000 pursuant to the terms of a
promissory note bearing interest at the rate of 10%, payable semi-annually until
February 4, 1999. During February of 1999, subject to repayment terms under the
note purchase agreement we repaid $100,000 of the 1997 Notes.

         During May, 1997, we entered into a note purchase agreement, pursuant
to which we issued 8% convertible secured notes (the "Notes") to institutional
investors, in the aggregate principal amount of $350,000 together with warrants
to purchase up to 35,000 shares of common stock. The Notes bear interest at 8%
and are due on May 21, 1999. The Notes provide that the holder is entitled at
any time to convert any or all of the original principal amount of the Note into
shares of common stock. The shares of common stock underlying the Notes and the
warrants bear certain demand and "piggyback" registration rights. On June 30,
2000, the notes were converted for 864,000 shares of common stock at a
conversion price of $0.50 per share

         On June 6, 1997, we issued 100,000 unregistered shares of our common
stock and a warrant to purchase up to 10,000 shares of common stock to an
institutional investor for an aggregate purchase price of $100,000.

   During 1997, in order to help finance our acquisitions, among other things,
Mr. Brian Hinchcliffe, our Chief Executive Officer at the time, loaned us
approximately $476,038. On June 30, 2000, $300,000 of these advances were
forgiven by the major stockholder and officer, and contributed to capital.

     During January 26, 1998, we entered into a note purchase agreement,
pursuant to which we issued 8% convertible secured notes ("1998 Notes") to
institutional investors, in the aggregate principal amount of $265,000, together
with warrants to purchase shares of common stock. The 1998 Notes provide that
the holder is entitled at any time to convert any or all of the original
principal amount of the Note into shares of common stock. The shares of common
stock underlying the 1998 Notes and the warrants bear certain demand and
"piggyback" registration rights. On June 30, 2000, $150,000 of the notes were
converted for 318,000 shares of common stock at a conversion price of $0.50 per
share for $50,000 of the notes and $0.33 per share for $100,000.


SITE SELECTION AND DESIGN

         We are seeking to locate our new restaurants in locations that offer
demographic and economic factors that can support a profitable operation. We
have established parameters with respect to "Sales vs. Investment ratios" and
"rent as a percentage of sales" that we will use in order to evaluate the
feasibility of additional sites. At this time, we intend to use the design,
methods and mode of operations developed at "The Shark Bar" and "Mekka"
restaurants in New York as models for additional sites in other locations.

                                       5
<PAGE>

RESTAURANT MANAGEMENT AND SYSTEMS

         Management. A typical unit staff consists of a general manager, an
assistant manager, one or two restaurant managers, a Head Chef and approximately
22-25 hourly employees, many of whom are part time personnel. The general
manager is responsible for the day-to-day operations of the restaurant,
including service, staffing and front of the house ("FOH") as well as back of
the house ("BOH") quality control. The head chef is responsible for food quality
and kitchen management. We intend to hire experienced managers and staff and to
motivate and retain them by providing opportunities for increased
responsibilities and advancement, as well as performance-based cash incentives.
These performance incentives are tied to sales, profitability and qualitative
measures such as mystery shoppers, who anonymously evaluate individual
restaurants.

         Each restaurant manager is required to comply with an operations manual
that contains detailed standards and specifications for all elements of
operations. We employ a vice president of operations to monitor system-wide
compliance and field supervision including duties such as regular visits to
stores, detailed inspections of quality, service and sanitation.

         Training. We strive to maintain quality and consistency in each of our
units through the careful training and supervision of personnel and the
establishment of, and adherence to, high standards relating to personnel
performance, food and beverage preparation and maintenance of facilities. We
have implemented a training program that is designed to teach new managers the
technical and supervisory skills necessary to direct the operations of its
restaurants in a professional and profitable manner. Each manager must
successfully complete a four-week training course, which includes hands-on
experience in both the kitchen and dining areas. There are prepared operations
manuals relating to food and beverage handling, preparation and service. In
addition, we will maintain a continuing education program to provide unit
managers with ongoing training and support.

         Quality Control. We maintain an emphasis on excellent customer service
enhanced by our quality control programs. We welcome comments on the quality of
service and food at units by distributing customer survey. Senior operation
managers are directly responsible for ensuring that these comments are addressed
to achieve a high level of customer satisfaction. We also engage from time to
time a third-party service whereby an anonymous customer or mystery shopper
evaluates and reports to management key elements of the restaurants experience,
including product quality, cleanliness and customer service.

         We require all appropriate personnel to participate in an independent
nationally recognized training program to ensure the sanitary and responsible
service of food and alcohol. Financial and management control is maintained
through the use of a standardized POS system.

EMPLOYEES

         As of December 31, 2002, we employed 120 persons. Of our employees, 65
are full time and 55 are employed on a part time basis. None of our employees
are covered by a collective bargaining agreement. We have not experienced any
work stoppages and consider our relationship with employees to be good.

TRADEMARK

                                       6
<PAGE>

         We filed a Trademark application with the United States Patent and
Trademark Office for The Shark Bar(R) on September 25, 1996 and for Mekka(R) on
or about October 16, 1996. We have been granted trademarks for both The Shark
Bar(R) and Mekka(R).

         In addition, The United States Patent and Trademark office has issued a
Certificate of Registration on the Supplemental Register for SOUL TO GO(R). A
trademark registered on the Supplemental Register is not considered to be
inherently distinctive but is considered to be "capable" of becoming
distinctive. Once the trademark becomes distinctive (acquired secondary
meaning), it can be transferred to the Principal Register.

TRADE SECRETS

         We have developed and currently own trade secrets with respect to its
food products, its preparation and sources. There is no assurance that
confidentiality relating to the protection of our trade secrets can or will be
obtained or that such trade secrets will afford us meaningful competitive
advantages.


COMPETITION

         The restaurant business throughout the United States, and particularly
in Manhattan (New York), is intensely competitive and involves a high degree of
risk. We believe that a large number of new restaurants open each year in the
New York city metropolitan area and the other urban markets in which we own
restaurants, a significant number of which do not succeed. Even successful
restaurants can rapidly lose popularity due to changes in customer tastes,
economic conditions, population and traffic patterns. We compete with
locally-owned restaurants and bars as well as with national and regional
restaurant chains, which have substantially greater financial and marketing
resources and longer operating histories than us. There is active competition
for management personnel and attractive commercial real estate sites suitable
for restaurants.

         In the past we have not generally incurred significant expenses for
advertising and promotion, relying instead on word-of-mouth to bring our
restaurant establishments to the attention of new customers.

FORMATION AND HISTORY

         The company was initially organized on August 23rd, 1984 in the State
of Delaware under the name Empire Ventures, Inc. On December 14, 1992, the
company entered into an ("agreement") and plan of re-organization with Soul To
Go, Inc. for 5,031,250 shares of the common stock of Empire Ventures, Inc. As a
result of the transactions consummated pursuant to the agreement, Soul to Go,
Inc. has become the wholly owned subsidiary of Empire Ventures, Inc. and the
stockholders of Soul To Go, Inc. became the owners of approximately 92% of the
issued and outstanding shares of common stock of Empire Ventures, Inc.

     Soul to Go, Inc. was a New York based holding company controlling a group
of operating subsidiaries consisting of the Shark Restaurant Corp., which
operated a 90-seat restaurant called the Shark Bar and Shark Catering Corp.,
which operated a quick service business called Soul To Go. On January 25th 1993,
Empire Ventures Inc. changed its name to STG International Inc. Subsequent to
the re-organization, STG International Inc. opened a second Soul to Go operation
in Jamaica, Queens, and

                                       7
<PAGE>

through its wholly owned subsidiary 7 West Rest. Corp. became the General
Partner of "Mekka". See "Business-General". Due to operating losses, both Soul
to Go stores were closed in 1995.

     During 1996, the company changed its name from STG International Inc. to
Soulfood Concepts, Inc., reorganized its Board of Directors, effected a
one-for-three reverse stock split and adopted an expansion campaign for 1997 and
1998.

GOVERNMENT REGULATIONS

         We are subject to various federal, state and local laws affecting our
employees and guests, our owned and leased properties and the operation of our
restaurants. The restaurants are subject to licensing and/or regulations by
various fire, health, sanitation and safety agencies in the applicable state
and/or municipality. In particular, we have adopted extensive procedures
designed to meet the requirements of applicable food handling and sanitation
laws and regulations. To date, we have not experienced any material problems
resulting from its sanitation and food handling procedures.

         Our restaurants are subject to state and local licensing and
regulations with respect to the sale and service of alcoholic beverages.
Typically, alcoholic beverage licenses must be renewed annually and may be
revoked or suspended for cause. Alcoholic beverage control regulations relate to
numerous aspects of the daily operations of the purchasing, inventory control
and the handling, storage and dispensing of alcoholic beverages. We have not
encountered material problems relating to alcoholic beverage licenses to date,
but the failure of a restaurant to obtain or retain a liquor license would
adversely affect that restaurant's operations.

         In certain states, we are subject to "dram shop" statutes, which
generally give a person injured by an intoxicated person the right to recover
damages from the establishment that wrongfully served alcoholic beverages to the
intoxicated person. We carry liquor liability coverage as part of its existing
comprehensive general liability insurance.

         We are subject to federal and state fair labor standards, statutes and
regulations that govern such matters as minimum wages, overtime, tip credits,
child labor and other working conditions. A good number of our food service
personnel are paid at rates based on applicable federal and state minimum wages.


                                       8
<PAGE>


ITEM 2.    DESCRIPTION OF PROPERTY

         The following tables sets forth certain information with respect to our
facilities currently in operation (unless otherwise noted):

<TABLE>
<CAPTION>
Name and Location          Date Opened      Restaurant Size       Seating Capacity      Lease Expiration
-----------------          -----------      ---------------       ----------------      ----------------

<S>                              <C>          <C>                        <C>                  <C>
The Shark Bar.............       11/90        2,500 sq. ft               90                   2009
New York, N.Y.
Mekka.....................       12/94        1,500 sq. ft.              65                   2002(1)
New York, N.Y.
The Shark Bar.............        3/97        9,000 sq. ft              200                   2009(2)
Chicago, Illinois
The Shark Bar.............        3/98       10,000 sq. ft              255                   2007
Atlanta, Georgia
</TABLE>

(1)  This lease provides one five year renewal option, and the option is
     presently being negotiated
(2)  Currently not operating. This lease provides two five year renewal options.

     Our headquarters are located in an office building located in New York
City, where we lease approximately 2,500 sq. ft. The lease expires in August
2005. We believe that the space is adequate for our needs through the term of
the lease.

ITEM 3.   LEGAL PROCEEDINGS

         We are not a party to any pending material legal proceeding.

ITEM 4 SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of our shareholders during the fourth
quarter ended December 31, 2002.


                                       9
<PAGE>


                                     PART II

ITEM  5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                  On June 12, 1997 our common stock commenced trading on the OTC
Bulletin Board under the symbol "SLFD". Set forth below are the range of
reported high and low bid and ask quotations for our common stock for each of
the quarters indicated as reported on the OTC Bulletin Board. All
over-the-counter market price quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission, and may not necessarily represent
actual transactions.

         2002                   HIGH                       LOW
         ----                   ----                       ---
         1st Quarter            $.20                       $.05
         2nd Quarter            $.14                       $.13
         3rd Quarter            $.35                       $.13
         4th Quarter            $.52                       $.13

         2001                   HIGH                       LOW
         ----                   ----                       ---
         1st Quarter            $.06                       $.06
         2nd Quarter            $.05                       $.05
         3rd Quarter            $.05                       $.05
         4th Quarter            $.05                       $.05

         2000                   HIGH                       LOW
         ----                   ----                       ---
         1st Quarter            $.35                       $.30
         2nd Quarter            $.40                       $.35
         3rd Quarter            $.75                       $.40
         4th Quarter            $.25                       $.15

         1999                   HIGH                       LOW
         ----                   ----                       ---
         1st Quarter            $1.06                      $.56
         2nd Quarter            $.75                       $.37
         3rd Quarter            $.62                       $.12
         4th Quarter            $.75                       $.12

         Holders. As of December 31, 2002, to our knowledge, we had
approximately 69 shareholders of record of our Common Stock

         Dividends. We have not paid dividends on our common stock since its
inception and have no intention to pay any dividends to our shareholders in the
foreseeable future. We currently intend to reinvest earnings, if any, in the
development and expansion of its business. The declaration of dividends in the
future will be at the election of the Board of Directors, and will depend upon
our earnings, capital requirements and financial position, plans for expansion,
general economic conditions and other pertinent factors.

         During 2000 we issued approximately 269,000 shares of common stock
pursuant to and in accordance with our 1997 stock incentive plan. We also issued
shares of common stock upon the conversion of previously issued Notes. See
"Business-Financing Transactions." The transactions were private transactions
not involving a public offering and were exempt from the registration provisions
of the securities act pursuant to Sec 4 (2) thereof. At the time of issuance,
all of the foregoing securities

                                       10
<PAGE>

of our common stock were deemed to be restricted securities for purposes of the
securities act, and the certificates representing the securities bore or will
bear legends to that effect.

         Also see "Business - Financing Transactions".







                                       11
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND REVIEW
RESULTS OF OPERATIONS.

GENERAL
         The following discussion and analysis of Soulfood Concepts, Inc. (the
"Company"), should be read in conjunction with the Company's Financial
Statements and Notes thereto included elsewhere in the Form 10-KSB.

         As of December 31, 2002, we operated three full service restaurants in
locations in New York City, and Atlanta. The Company is engaged in developing
full service "Soul Food" restaurants in the major urban markets of the United
States. We have traditionally funded our growth through sales of equity,
convertible notes and debt financing

         Our Los Angeles and Chicago units were closed in June and July 1999
respectively, primarily due to unsatisfactory management performance and
subsequent decline in sales As of December 2001 we have successfully sold the
lease, fixed assets and inventory of our Los Angeles unit. We will engage a
turnaround plan to reopen the Chicago location, which showed high receptivity to
the concept and produced overwhelming initial trial. Chicago will be reopened in
1st quarter 2003. The flagship Shark Bar(R) and Mekka(R) Restaurants are located
in Manhattan, New York. The third operating unit, a Shark Bar Restaurant, is
located in Atlanta, Georgia.

RESULTS OF OPERATIONS

COMPARISON OF YEARS ENDED DECEMBER 31, 2002 AND 2001

         Revenues. Revenue was generated from the sale of food and beverages for
the year ended December 31, 2002 and 2001, from restaurant units. Revenues
decreased $474,706 from $6,047,643 for the year ended December 31, 2001 to
$5,572,937 for the year ended December 31, 2002.

         Cost of Revenues. We incurred cost of revenues from continuing
operations of $1,530,709 for the year ended December 31, 2002 and $1,592,948 for
the year ended December 31, 2001. As a percentage of net revenues, cost of
revenues from continuing operations was 27.4% for the year ended December 31,
2002 and 26.3% for year ended December 31, 2001.

         Gross Profit. We had gross profit from continuing operations of
$4,454,696 for the year ended December 31, 2002 and $5,230,581 for the year
ended December 31, 2001. As a percentage of revenues, gross profit from
continuing operations was 73.6% for the year ended December 31, 2002 and 70% for
the year ended December 31, 2001.

         Restaurant Labor and Related Costs. Labor expenses and the related
taxes, are restaurant level labor costs and they decreased $104,566 or 5.8%% to
$1,682,797 for the year ended December 31, 2002 from $1,787,363 for the period
ended December 31, 2001. As a percentage of revenue labor costs increased
slightly to 30.1% for the period ended December 31, 2002 compared to 29.5% for
year ended December 2001

         Other Operating Expenses. Other operating expenses consists of,
occupancy costs, i.e. rent, insurance, licenses and utilities. Other operating
costs increased $55,308 or 3.2% to $1,728,152 for the year ended December 31,
2002 compared to $1,672,844 for the year ended December 31, 2001 This overall
decrease was principally attributable to the closing of the Chicago and Los
Angeles units and the corresponding reduction in operations and expenses. As a
percentage of revenues restaurant operating expenses increased to 31% for the
year ended December 31, 2002, from 27.6% for the year ended December 31, 2001.

                                       12
<PAGE>

         General and Administrative Expense. General and administrative expenses
consist of restaurant corporate support costs, travel, manager training and
field supervision. We incurred general and administrative expenses from
continuing operations of $792,068 for the year ended December 31, 2002 compared
to $882,409 for the year ended December 31, 2001.. As a percentage of revenues,
general and administrative expense for the year ended December 31, 2002 were
slightly decreased to 14.2% compared to 14.5 for the year ended December 31,
2001. This increase was due primarily to the field support efforts given to the
Atlanta unit and the travel and relocation costs associated with this task.

         Depreciation and Amortization Expense. Depreciation and amortization
expense decreased to $142,101 for the year ended December 31, 2002 from $157,365
for the year ended December 31, 2001 As a percentage of revenues depreciation
and amortization were 2.5% for the year ended December 31, 2002 and 2.6% for
year ended December 31, 2001.

         Interest Income, Other (Expense) Income and Income Taxes. We had
interest expense of $172,533 for the year ended December 31, 2002 compared to
interest expense of $142,548 for year ended December 31, 2001. Interest expense
for year ended December 31, 2002 and 2001 related primarily to long-term notes.
On December we sold the lease, inventory and assets of the Los Angeles and took
a loss on disposition of assets of $286,326. On June 30, 2000 we converted Notes
in the aggregate amount of $350,000 for 864,000 shares of common stock at a
conversion price of $0.50 per share and $150,000 for 318,000 shares of common
stock at a conversion price of $0.50 per share for $50,000 of the notes and
$0.33 per share for $100,000 of the notes. We incurred a debt conversion expense
of $601,512 in year ended December 31, 2000 as a result of these conversions.
(See "Notes to Consolidated Financial Statements - Note 10 -Convertible Notes
Payable").

FINANCIAL CONDITION AND LIQUIDITY

         Cash and Cash Equivalents as of December 31, 2002 increased by $74,144
to $83,360 from $9,216 as of December 31, 2001. Overall, Total Current Assets
increased by $14,430 as of December 31, 2002 to $175,948 from $161,518 as of
December 31, 2001. The increase in cash and all other assets was primarily due
the increase in cash flow from operations.

         Our current liabilities decreased $409,291 as of December 31, 2002 to
$1,523,705 from $1,932,996 as of December 31, 2001. This decrease was due
primarily to the reduction of current portion of long-term debt as a result an
exchange agreement for conversion these Notes to an equity interest in the
company.

         Accounts payable expenses are primarily due to the closing of the
Chicago and the Los Angeles units. Arrangements have been made with vendors to
settle outstanding amounts or, in the case of Chicago to wait until the
reopening of the store, to work out terms and payment. In all cases, there has
been no action taken against the company and there have been no adverse effects
on operations.

         Accrued expenses include payroll, sales, other taxes with penalties and
interest, professional fees and other operating expenses. A settlement for all
tax liabilities is being negotiated with each taxing authority relative to the
claim. All outstanding payable are being negotiated and/or paid down from
operating funds.

         For the year ended December 31, 2002, net cash provided by operating
activities increased to $168,303 from $164,832 for the year ended December 31,
2001. This increase was primarily due to a decrease in net loss of $834,585 for

                                       13
<PAGE>

the year ended December 2002 compared to a loss of $888,549 for the same period
in 2001. There was a significant decrease in cash used in investing activities
as of December 2002, $10,525 from $56,065 for period ended December 31, 2001
because there were no material property and equipment purchases during the year
ended December 2002 as compared with the previous year.

         The effect of inflation has not been a factor upon either the
operations or the financial condition of the company. Our business is not
seasonal in nature.

FORWARD-LOOKING INFORMATION

         Statements contained in this Form 10-KSB that are not historical facts,
including, but not limited to, statements found in this Item 6, Management's
Discussion and Analysis of financial Condition and Results of Operations, are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 that involve a number of risks
and uncertainties. The actual result of the future events described in this Form
10-KSB could differ materially from those stated in such forward-looking
statements. Among the factors that could cause actual results to differ
materially are: our ability to operate existing restaurants profitably, changes
in economic conditions are concentrated, increasingly intense competition in the
restaurant industry, increases in food, labor, and employee benefits and similar
costs, as well as the risks and uncertainties discussed in this form 10-KSB


 ITEM 7  FINANCIAL STATEMENTS.

         The information required under this item is set forth on pages F-1
through F-12 of this Annual Report on Form 10-KSB.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                  FINANCIAL DISCLOSURE.

None.


                                       14
<PAGE>

                                    PART III

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS.
     None
















                                       15
<PAGE>


                                   Signatures

In accordance with section 13 or 15(d) of the Exchange act, the registrant
caused this report to be signed on its' behalf by the undersigned, thereunto
duly authorized.

                                   Soulfood Concepts Inc.

Date: May 7, 2003                  By:             /s/ Mark Campbell     .
                                        ----------------------------------------
                                        Mark Campbell, Chief Executive Officer
                                        and President

         In accordance with the Exchange Act, 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 and Title                                                 Date





   /s/ Mark Campbell                                                May 7, 2003
-----------------------------
Mark Campbell, Chief
Executive Officer, President,
Director and Accounting Officer



   /s/  Brian A. Hinchcliffe                                        May 7, 2003
------------------------------
Brian A. Hinchcliffe, Director



    /s/ Michael D. Vann                                              May 7, 2003
---------------------------------------
Michael D. Vann, Director




                                                                      May, 2003
--------------------------------------------
Keith Clinkscales, Director




                                       16
<PAGE>





                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001










<PAGE>


                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001





                                      INDEX



                                                                      PAGE

Independent auditors' report                                           F-1


Consolidated balance sheets                                          F-2 - 3


Consolidated statements of operations                                F-4 - 5


Consolidated statement of stockholders' equity (deficit)               F-6


Consolidated statements of cash flows                                F-7 - 8


Notes to consolidated financial statements                           F-9 - 23






<PAGE>


                          INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
SOULFOOD CONCEPTS, INC.

We have audited the accompanying consolidated balance sheets of SOULFOOD
CONCEPTS, INC. AND SUBSIDIARIES as of December 31, 2002 and 2001, and the
related consolidated statements of operations, stockholders' deficit, and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with 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 audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of SOULFOOD CONCEPTS,
INC. AND SUBSIDIARIES as of December 31, 2002 and 2001, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring net losses, negative
working capital, stockholders' capital deficiency and its limited capital
resources raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 1. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


                                    MERDINGER, FRUCHTER, ROSEN & COMPANY , P.C.
                                             Certified Public Accountants
New York, New York
May 7, 2003

                                      F-1
<PAGE>


                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                             December 31,
                                                                    ------------------------------
                                                                          2002             2001
                                                                    ---------------   ------------

<S>                                                                 <C>                <C>
      ASSETS
CURRENT ASSETS
   Cash and cash equivalents                                       $        4,236     $     83,360
   Accounts receivable                                                      5,763            2,060
   Inventory                                                               53,387           67,942
   Prepaid expenses and other current assets                               23,586           22,586
                                                                    -------------    -------------

      TOTAL CURRENT ASSETS                                                 86,972          175,948


PROPERTY AND EQUIPMENT, net of accumulated
 depreciation of $1,705,526 and $1,563,425 respectively                   723,104        1,301,196


SECURITY DEPOSITS                                                         103,549          103,374
                                                                     ------------     ------------

      TOTAL ASSETS                                                   $    913,625       $1,580,518
                                                                     ============       ==========
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.


                                      F-2
<PAGE>

                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                December 31,
                                                                     ----------------------------------
                                                                          2002                  2001
                                                                     --------------       --------------

<S>                                                                  <C>                  <C>
         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
   Accounts payable                                                  $    726,765         $     545,118
   Accrued expenses                                                       753,096               831,892
   Obligation under capital lease                                          17,881                31,695
   Current portion of long-term debt                                      115,000               115,000
   Due to related party                                                    74,004                     -
                                                                      -----------          ------------

      TOTAL CURRENT LIABILITIES                                         1,686,750             1,523,705

DUE TO RELATED PARTY                                                      522,612               580,680

OBLIGATIONS UNDER CAPITAL LEASE - LONG-TERM                                     -                   761
                                                                      -----------          ------------

      TOTAL LIABILITIES                                                 2,209,362             2,105,146
                                                                      -----------          ------------

COMMITMENTS AND CONTINGENCIES                                                   -                     -

MINORITY INTEREST                                                         176,657               126,630
                                                                     ------------         -------------

STOCKHOLDERS' (DEFICIT)
   Common stock, par value $.003; authorized
    14,500,000 shares; issued and outstanding
    5,353,333 and 5,268,177 shares, respectively                           16,060                15,805

   Additional paid-in capital                                           2,435,747             2,435,152

   Accumulated deficit                                                 (3,921,001)           (3,099,015)

   Less cost of treasury stock - 10,000 common
    shares                                                             (    3,200)           (    3,200)
                                                                      -----------          ------------

      TOTAL STOCKHOLDERS' (DEFICIT)                                    (1,472,394)           (  651,258)
                                                                      -----------          ------------

      TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                                               $    913,625           $ 1,580,518
                                                                     ============           ===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                      F-3
<PAGE>


                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                           For The Year Ended
                                                                                December 31,
                                                                  -----------------------------------
                                                                       2002                  2001
                                                                  --------------       --------------

<S>                                                                <C>                   <C>
SALES                                                              $ 5,572,937           $ 6,047,643
                                                                  -------------       --------------

COSTS AND EXPENSES
   Cost of sales                                                     1,530,709             1,592,948
   Restaurant labor and related costs                                1,682,797             1,787,363
   Depreciation and amortization of restaurant
    property and equipment                                             142,101               157,365
   Other operating expenses                                          1,728,152             1,672,844
                                                                  -------------       --------------
      Total restaurant operating expenses                            5,083,759             5,210,520
                                                                  -------------       --------------

GENERAL AND ADMINISTRATIVE EXPENSES                                    792,068               882,409
                                                                  -------------       --------------

LOSS FROM OPERATIONS                                                (  302,890)            (  45,286)
                                                                  -------------       --------------

OTHER EXPENSES
   Interest expense                                                    172,533               142,548
   Debt conversion expense                                                   -               601,513
   Loss on disposition of FIXED assets                                 286,326                     -
                                                                  -------------       --------------
      Total other expense                                              458,859               744,061
                                                                  -------------       --------------

LOSS BEFORE INCOME TAXES,
 AND MINORITY INTEREST                                              (  761,749)             (789,347)

PROVISION FOR INCOME TAXES                                              10,210                     -
                                                                  -------------       --------------

LOSS BEFORE MINORITY INTEREST                                       (  771,959)             (789,347)

MINORITY INTEREST IN THE INCOME OF CONSOLIDATED
   SUBSIDIARY                                                       (   50,027)            (  45,238)
                                                                  -------------       --------------

NET LOSS                                                           $ (821,986)         $   (834,585)
                                                                  ============        ==============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                      F-4
<PAGE>


                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                For The Year Ended
                                                   December 31,
                                          ---------------------------------
                                              2002                 2001
                                          -------------         ----------
<S>                                        <C>                 <C>
LOSS PER COMMON SHARE
    BASIC AND DILUTED:
       Loss per common share                $(     .16)          $(     .18)
                                           ============         =============
</TABLE>





The accompanying notes are an integral part of the consolidated financial
statements.

                                      F-5
<PAGE>

                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT


<TABLE>
<CAPTION>

                                       Common Stock            Additional                          Treasury Stock
                             ------------------------------     Paid-in      Accumulated   ----------------------------
                                Shares          Amount          Capital        Deficit         Shares        Amount
                             -------------    -------------   ------------  -------------- -------------  ------------
<S>                              <C>                <C>          <C>          <C>            <C>             <C>
Balance - January 1, 2001        3,998,177          11,995       980,949      (2,217,663)            -            -

Issuance of Common Stock         1,270,000           3,810     1,454,203               -             -            -

Purchase of Treasury Stock               -               -             -               -        10,000       (3,200)

Partner Distributions                    -               -             -      (   46,767)            -            -

Net loss                                 -               -             -      (  834,585)            -            -
                             -------------    -------------   ------------  -------------- -------------  ------------

Balance - December 31, 2001     5,268,177           15,805     2,435,152      (3,099,015)       10,000       (3,200)

Issuance of Common Stock           85,167              255           595               -             -            -

Net loss                                -                -             -        (821,986)            -            -
                             -------------    -------------   ------------  -------------- -------------  ------------

Balance - December 31, 2002     5,353,333      $    16,060  $  2,435,747    $ (3,921,001)       10,000    $  (3,200)
                             =============    =============   ============  ============== =============  ============

<CAPTION>

                                  Total
                              Stockholders'
                                  Deficit
                              ---------------
<S>                               <C>
Balance - January 1, 2001         (1,224,719)

Issuance of Common Stock           1,458,013

Purchase of Treasury Stock        (    3,200)

Partner Distributions             (   46,767)

Net loss                          (  834,585)
                              ---------------

Balance - December 31, 2001       (  651,258)

Issuance of Common Stock                 850

Net loss                            (821,986)
                              ---------------

Balance - December 31, 2002     $ (1,472,394)
                              ===============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                      F-6
<PAGE>

                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                              For The Year Ended
                                                                                                 December 31,
                                                                                    --------------------------------------
                                                                                          2002                  2001
                                                                                    ---------------       ---------------
<S>                                                                                <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                         $    (821,986)          $  (834,585)
   Adjustments to reconcile net loss to
    Net cash provided (used) by operating activities:
      Depreciation and amortization                                                       142,101               157,365
      Loss on disposition of fixed assets                                                 286,326
      Loss attributed to minority interest                                                 50,027                45,238
      Debt conversion                                                                           -               601,513
      (Increase) Decrease in:
      Accounts receivable                                                                (  3,704)               54,834
      Inventory                                                                            14,555                 1,178
      Prepaid expenses and other current assets                                          (  1,000)                3,702
      Other assets                                                                       (    175)            (  12,500)
      (Decrease) Increase in:
      Accounts payable and accrued expenses                                               119,381               151,558
                                                                                   --------------         -------------

NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES                                         (517,330)              168,303
                                                                                   --------------         -------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                                    ( 16,865)            (  10,525)
   Proceeds from disposition of assets                                                    150,000                     -
                                                                                   --------------
                       -
      ------------------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                                          133,135             (  10,525)
                                                                                   --------------         -------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Bank overdraft                                                                               -             (  60,849)
   Repayment of debt                                                                            -                     -
   Repayment of capital leases                                                           ( 14,575)            (  31,615)
   (Decrease) increase in due to related party                                             15,940              (297,703)
   Partner distributions                                                                        -             (  46,767)
   Increase in common stock                                                                   255                   264
   Increase in additional paid-in capital                                                     595               356,236
   Purchase of treasury stock                                                                   -             (   3,200)
                                                                                   --------------         -------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                                            2,215             (  83,634)
                                                                                   --------------         -------------

NET (DECREASE) INCREASE IN
 CASH AND CASH EQUIVALENTS                                                               ( 79,124)               74,144

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                              83,360                 9,216
                                                                                   --------------         -------------

CASH AND CASH EQUIVALENTS - END OF YEAR                                             $       4,236          $     83,360
                                                                                    =============          ============
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.



                                      F-7
<PAGE>

                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                           For The Year Ended
                                                              December 31,
                                                      ------------------------------
                                                            2002             2001
                                                      ---------------  -------------

<S>                                                    <C>              <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the year for:
      Interest expense                                $      69,175     $     70,271
                                                      =============     ============
      Income taxes                                    $      10,970     $     12,738
                                                      =============     ============
</TABLE>

NON-CASH INVESTING AND FINANCING ACTIVITIES:

DECEMBER 31, 2001
-----------------
ON DECEMBER 31, 2001, THE COMPANY TOOK A WRITE OFF OF $16,530 OF ACCRUED
EXPENSES INVOLVING THE CLOSING OF THE LOS ANGELES OPERATIONS

December 31, 2000
-----------------
On June 30, 2000, several notes payable to outside parties (see Notes 10 and 11)
were converted to 1,182,000 shares of stock.

On December 31, 2000, warrants were exercised in exchange for a payable of
188,000 shares of common stock.




The accompanying notes are an integral part of the consolidated financial
statements.


                                      F-8
<PAGE>

                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

     a)   Nature of Operations
          --------------------
          The accompanying consolidated financial statements include the
          accounts of Soulfood Concepts, Inc. ("the Company"), organized under
          the laws of the state of Delaware on December 14, 1992 and its
          subsidiaries. The Company operates restaurants in New York, NY, Los
          Angeles, CA, Chicago, IL and Atlanta, GA, specializing in Southern
          cuisine NOTE 14):

          1)   Shark Restaurant Corp. ("SRC"), incorporated under the laws of
               New York on June 7, 1990 (owned 100% by the Company);

          2)   Shark Restaurant California, Inc. ("LA"), incorporated under the
               laws of California on June 23, 1997 (owned 100% by the Company);
               ceased operations in June 1999, and sold its lease and related
               property and equipment on December 10, 2001.

          3)   Affair Restaurant, Inc. ("Chicago"), d/b/a Shark Bar Restaurant
               Chicago, purchased on January 10, 1997 (owned 100% by the
               Company); temporarily ceased operations in July 1999. (SEE NOTE
               14).

          4)   Shark Bar, Inc. ("Atlanta"), incorporated under the laws of
               Georgia on January 29, 1998 (owned 100% by the Company);

          5)   7 West Restaurant Corp. ("7 West"), incorporated under the laws
               of New York on February 1, 1994 (owned 100% by the Company);

          6)   Avenue A Restaurants Associates, L.P. ("Avenue A"), organized as
               a limited partnership under the laws of New York on September 22,
               1994 (owned 62% by 7 West);

          7)   Shark Catering Corp. ("Catering"), incorporated under the laws of
               New York on May 14, 1992 (owned 100% by the Company) - currently
               inactive; and

          8)   TWS Restaurant Corp. ("TWS"), incorporated under the laws of New
               York on May 1, 1995 (owned 100% by the Company) - currently
               inactive.

          All significant intercompany accounts and transactions have been
          eliminated in consolidation.


                                      F-9
<PAGE>


                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Continued)

     b)   Basis of presentation
          ---------------------
          The accompanying consolidated financial statements have been prepared
          assuming the Company will continue as a going concern. As of December
          31, 2002, the Company has a working capital deficit of $1,599,778 and
          an accumulated deficit of $3,921,001. Additionally, the Company has
          defaulted on certain notes; however, the note holders have agreed to
          not seek relief as the Company attempts to restructure the debt. These
          matters raise substantial doubt about the Company's ability to
          continue as a going concern.

          The Company's near and long-term operating strategies focus on an
          administrative restructuring, aggressive closing of under-performing
          locations, debt-restructuring and seeking additional equity financing.
          Several completed and ongoing initiatives are as follows:

          o    The Company closed its Los Angeles operation in June 1999. LA
               experienced an operating loss in 1999 approximating $111,000
               before any corporate overhead burden. A sale of the lease and
               fixed assets for this location, was completed December 14, 2001.

          o    The Company temporarily closed its Chicago operation in July
               1999. Chicago experienced an operating loss in 1999 approximating
               $222,000 before any corporate overhead burden. The Company is in
               the process of reopening in Chicago by the first quarter 2003.

          o    The Company is pursuing an equity financing via a private
               placement; if successful, the proceeds of the financing will be
               used, in part, to pay down certain current obligations.

          o    The Company has and is pursuing aggressive cost cutting of
               general and administrative expenses with a goal of an overall 30%
               reduction.

          Management believes that the aforementioned plan to revise the
          Company's operations along with the additional funds raised through
          the equity financing raised by the private placement will be
          sufficient to support its operations during the twelve month period
          following December 31, 2002, and will provide the opportunity to
          continue as a going concern.

                                      F-10
<PAGE>


                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Continued)

     c)   Use of estimates
          ----------------
          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial statements and the reported amounts of revenues
          and expenses during the reporting period. Actual results could differ
          from those estimates.

     d)   Reclassifications
          -----------------
          Certain prior year amounts have been reclassified to conform with
          current year presentation.

     e)   Cash and cash equivalents
          -------------------------
          The Company considers all highly liquid investments purchased with
          original maturities of three months or less to be cash equivalents.

     f)   Accounts receivable
          -------------------
          Accounts receivable consist of charges due from credit card companies
          and others. As of December 31, 2001 and 2000, no allowance for
          doubtful accounts is necessary.

     g)   Inventory
          ---------
          Inventory is valued at the lower of cost or market under the first in
          first out method of costing.

     h)   Property and equipment
          ----------------------
          Property and equipment is valued at cost and is depreciated over the
          asset's estimated useful lives, utilizing the straight-line method.
          Leasehold improvements are amortizable over the life of the lease or
          estimated useful lives, whichever is shorter.

     i)   Concentration of credit risk
          ----------------------------
          The Company places its cash in what it believes to be credit-worthy
          financial institutions. However, cash balances exceed FDIC insured
          levels at various times during the year.

     j    Advertising costs
          -----------------
          Advertising costs are expensed as incurred and included in restaurant
          operating expenses. For the years ended December 31, 2002 and 2001,
          advertising expense amounted to $1,523 and $13,253, respectively.


                                      F-11
<PAGE>


                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Continued)

     k)   Income taxes
          ------------
          Income taxes are provided for based on the liability method of
          accounting pursuant to Statement of Financial Accounting Standards
          (SFAS) No. 109, "Accounting for Income Taxes". The liability method
          requires the recognition of deferred tax assets and liabilities for
          the expected future tax consequences of temporary differences between
          the reported amount of assets and liabilities and their tax basis.

     l)   Fair value of financial instruments
          -----------------------------------
          The Company's financial instruments consist of cash, accounts
          receivable, accounts payable and accrued expenses, and long-term debt.
          The carrying amounts of cash, accounts receivable and accounts payable
          and accrued expenses approximate fair value due to the highly liquid
          nature of these short-term instruments. The fair value of long-term
          borrowings was determined based upon interest rates currently
          available to the Company for borrowings with similar terms. The fair
          value of long-term borrowings approximates the carrying amounts as of
          December 31, 2001 and 2000.

     m)   Long-lived assets
          -----------------
          Long-lived assets and certain identifiable intangibles to be held and
          used are reviewed for impairment whenever events or changes in
          circumstances indicate that the related carrying amount may not be
          recoverable. When required, impairment losses on assets to be held and
          used are recognized based on the fair value of the assets and
          long-lived assets to be disposed of are reported at the owner's
          carrying amount or fair value less cost to sell.

     n)   Stock-based compensation
          ------------------------
          The Company has adopted the intrinsic value method of accounting for
          stock-based compensation in accordance with Accounting Principles
          Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
          Employees" and related interpretations.

     o)   Loss per share
          --------------
          The computation of basic earnings per share ("EPS") is computed by
          dividing income available to common stockholders by the weighted
          average number of outstanding common shares during the period. Diluted
          EPS gives effect to all dilutive potential common shares outstanding
          during the period. The computation of diluted EPS does not assume
          conversion, exercise or contingent exercise of securities that would
          have an anti-dilutive effect.


                                      F-12
<PAGE>

                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (Continued)

     o)   Loss per share (continued)
          --------------------------
          The shares used in the computation were as follows:

                                                            December 31,
                                                  ------------------------------
                                                      2002              2001
                                                  -------------      -----------
          Basic and Diluted                          5,353,333        4,557,944
                                                  =============      ===========

     p)   Comprehensive income
          --------------------
          SFAS No. 130, "Reporting Comprehensive Income", establishes standards
          for the reporting and display of comprehensive income and its
          components in the financial statements. As of December 31, 2001 and
          2000, the Company has no items that represent comprehensive income,
          and therefore has not included a schedule of comprehensive income in
          the financial statements.

     q)   Recent accounting pronouncements
          --------------------------------
          Additionally, during 1998, SFAS No. 131, "Disclosure About Segments of
          an Enterprise and Related Information" was issued, which changes the
          way public companies report information about segments. SFAS No. 131,
          which is based on the selected segment information, requires quarterly
          and entity-wide disclosures about products and services, major
          customers, and the material countries in which the entity holds assets
          and reports revenues. This statement is effective for the Company's
          2001 and 2000 fiscal years.

          SFAS No. 132, "Employers' Disclosures about Pension and Other Post
          Employment Benefits," was issued in February 1998 and specifies
          amended disclosure requirements regarding such obligations. SFAS No.
          132 does not effect the Company as of December 31, 2002.

          In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
          Instruments and for Hedging Activities". This new pronouncement
          requires that certain derivative instruments be recognized in balance
          sheets at fair value and for changes in fair value to be recognized in
          operations. Additional guidance is also provided to determine when
          hedge accounting treatment is appropriate whereby hedging gains and
          losses are offset by losses and gains related directly to the hedged
          item. While the standard, as amended, must be adopted in the fiscal
          year beginning after June 15, 2000, its impact on the Company's
          consolidated financial statements is not expected to be material as
          the Company has not historically used derivative and hedge
          instruments.



                                      F-13
<PAGE>


                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 2 - INVENTORY

         Inventory consisted of the following:
                                                         December 31,
                                                 -----------------------------
                                                       2002           2001
                                                 ---------------  ------------
         Food                                    $      15,831    $    15,535
         Beverage                                       37,556         52,407
                                                 -------------   ------------
                                                  $     53,837    $    67,942
                                                 ============    ============

NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment is summarized as follows:

<TABLE>
<CAPTION>
                                                                     December 31,
                                                           ------------------------------
                                                               2002               2001
                                                           ------------      ------------
<S>                                                         <C>               <C>
         Furniture, Fixtures and Equipment                  $ 1,871,683       $ 2,119,401
         Leasehold Improvement                                  556,947           745,220
                                                           ------------      ------------
                                                              2,428,630         2,864,621
         Less: Accumulated Depreciation                       1,705,526         1,563,425
                                                           ------------      ------------
         Property and equipment, net                       $    723,104       $ 1,301,196
                                                           ============       ===========
</TABLE>

         Depreciation expense for the years ending December 31, 2002
         and 2001 was $142,101 and $157,365, respectively.

         Cost of assets acquired pursuant to capital leases included
         above are as follows:

                                                            December 31,
                                                  ------------------------------
                                                      2002               2001
                                                  -------------     ------------
         Furniture, Fixtures and Equipment         $    42,151      $   42,151
                                                  =============     ============

NOTE 4 - ACCRUED EXPENSES

         The Company had the following accrued expenses:

                                                             December 31,
                                                --------------------------------
                                                     2002               2001
                                                -------------      -------------
         Payroll and Sales Taxes                  $   430,447       $   452,621
         Professional Fees                                  -            20,000
         Other Operating Expenses                     105,293           228,345
         Interest                                     147,356            95,926
         Penalties                                     70,000            35,000
                                                  -----------       -----------
                                                  $   753,096       $   831,892
                                                  ===========       ===========

                                      F-14
<PAGE>


                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 5 - RELATED PARTY TRANSACTION

<TABLE>
<CAPTION>
         Due to related parties consists of the following:
                                                                                     December 31,
                                                                        -------------------------------
                                                                             2002               2001
                                                                        --------------     ------------
<S>                                                                       <C>               <C>
         Advances for the president of the Company
         payable on demand, with no interest                              $    15,940                 -

         Advances from a major stockholder and officer of the Company,
         to be repaid in ten equal installments over a five-year period
         beginning with the fist payment on August 31, 2002. Interest
         has been accrued on these advances
         At 8% per annum                                                      580,680           580,680
                                                                         ------------       -----------
                                                                              596,620           580,680
         Less:  Current potion                                                 74,008                 -
                                                                         ------------       -----------
         Long-term portion                                                $   522,612        $  580,680
                                                                          ===========       ===========

NOTE 6 - LONG-TERM DEBT

         Long-term debt consists of the following:
                                                                                 December 31,
                                                                       ---------------------------------
                                                                             2002               2001
                                                                       ---------------     -------------

         The Company received $350,000 from the sale of convertible
         secured notes to two entities on May 21, 1997 with interest
         payable at 8% per annum. The notes were converted
         on June 30, 2000 (see Notes 10 and 11).                          $         -        $        -


</TABLE>


                                      F-15
<PAGE>


                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 6 - LONG-TERM DEBT (Continued)

<TABLE>
<CAPTION>
                                                                                         December 31,
                                                                           ------------------------------
                                                                                2002            2001
                                                                            -------------   -------------
<S>                                                                         <C>               <C>
         The Company received $265,000 from the sale of three
         convertible secured notes to two entities and an individual
         in January 1998 with interest payable at 8% per annum. The
         notes were due January 26, 2000. $150,000 of these notes were
         converted into common stock on June 30, 2000. Interest is due
         semi-annually and any unpaid amounts have been accrued
         (see Notes 10 and 11).                                                 115,000         115,000
                                                                           ------------    ------------

         Total                                                                  115,000         115,000

         Less:  Current Portion                                              (  115,000)     (  115,000)
                                                                           -------------   ------------

         Long-Term Debt                                                     $         -     $        -
                                                                           =============   ============
</TABLE>

NOTE 7 - INCOME TAXES

         The components of the provision (benefit) for income taxes is as
         follows:

<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                   ------------------------------------
                                                                          2002                2001
                                                                   -------------------  ----------------
<S>                                                                <C>                   <C>
         Current tax expense
           U.S. federal                                             $              -   $              -
           State and local                                                         -                  -
                                                                   -----------------  -----------------
         Total current                                                             -                  -

         Tax benefit of net operating loss carryforwards                           -                  -
                                                                   -----------------  -----------------
         Provision for income taxes                                                -                  -
                                                                   -----------------  -----------------

         Deferred tax expense
           U.S. federal                                                            -                  -
           State and local                                                         -                  -
                                                                   -----------------   ----------------
         Total deferred                                                            -                  -
                                                                   -----------------   ----------------

         Total provision from continuing operations                $               -   $              -
                                                                   =================   ================
</TABLE>


                                      F-16
<PAGE>

                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 7 - INCOME TAXES (Continued)

         The reconciliation of the effective income tax rate to the Federal
         statutory rate is as follows:

<TABLE>
<CAPTION>
                                                                      December 31,
                                                           -------------------------------
                                                                2002               2001
                                                           --------------     ------------
<S>                                                             <C>            <C>
         Federal income tax rate                                (34.0)%        (   34.0)%
         Deferred tax charge (credit)                               -                 -
         Effect on valuation allowance                           34.0 %            34.0 %
         State income tax, net of federal benefit                   -                 -
                                                            -----------        ---------

         Effective income tax rate                                0.0 %             0.0 %

</TABLE>

         AT DECEMBER 31, 2002 AND 2001 the Company had net carryforward losses
         of approximately $3,900,000 AND $3,190,000 RESPECTIVELY.. Because of
         the current uncertainty of realizing the benefit of the tax
         carryforward, a valuation allowance equal to the tax benefit for
         deferred taxes has been established. The full realization of the tax
         benefit associated with the carryforward depends predominantly upon
         the Company's ability to generate taxable income during the
         carryforward period.

         Deferred tax assets and liabilities reflect the net tax effect of
         temporary differences between the carrying amount of assets and
         liabilities for financial reporting purposes and amounts used for
         income tax purposes. Significant components of the Company's deferred
         tax assets and liabilities at December 31, 2002 are as follows:

         Deferred tax assets
         Loss carryforwards                            $   425,000
         Less:  Valuation allowance                     (  425,000)
                                                       -----------
         Net deferred tax assets                       $         -
                                                       ===========

         Net operating loss carryforwards expire starting in 2008
         through 2015. Per year availability is subject to change of
         ownership limitations under Internal Revenue Code Section 382.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

     a)  The Company's future minimum annual aggregate rental payments required
         under operating and capital leases that have initial or remaining
         non-cancelable lease terms in excess of one year are as follows:


                                      F-17
<PAGE>


                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 8 - COMMITMENTS AND CONTINGENCIES (Continued)

<TABLE>
<CAPTION>
                                                                          Operating          Capital
                                                                            Leases            Leases
                                                                      ----------------   -----------------
<S>      <C>                                                          <C>                  <C>
         2002                                                         $      468,903       $     18,493
         2003                                                                413,055                  -
         2004                                                                413,055                  -
         2005                                                                413,055
         2006 and thereafter                                               1,527,516                  -
                                                                      ----------------   -----------------
         Total minimum lease payments                                    $ 3,235,584             18,493
                                                                         ===========
         Less: Amounts representing interest                                                   (    612)
                                                                                         -----------------
         Present value of future minimum lease payments                                          17,881
         Less:  Current maturities                                                             ( 17,881)
                                                                                         -----------------
         Total                                                                             $          -
                                                                                         =================
</TABLE>

          Rent expense under operating leases for the years ended December 31,
          2002 and 2002 was $542,080 and $597,814, respectively.

     b)   The Company is a party to claims and lawsuits arising in the normal
          course of operations. Management has resolved all of these claims and
          lawsuits and none had any material effect on the financial position of
          the Company.

NOTE 9 -  MINORITY INTEREST

          The Company, through its subsidiary 7 West, is the general partner in
          Avenue A. 7 West owns a 60% general partnership interest and a 2%
          limited partnership interest. Accordingly, the minority interest
          represents a 38% limited partnership interest. As of December 31, 2002
          and 2001, the minority interest equals $176,657 and $126,630,
          respectively.

NOTE 10 - CONVERTIBLE NOTES PAYABLE

          On May 21, 1997, Chicago sold an aggregate of $350,000 of 10%
          Convertible Secured Notes (the "10% Notes"). The 10% Notes bear
          interest at the rate of 10% per annum on the principal sum
          outstanding. Interest was payable semi-annually on June 30 and
          December 31. The holders of the 10% Notes are entitled, at their
          option at any time, to convert any or all of the original principal
          amount of the 10% Notes into Common Stock of the Company at a
          conversion price equal to the lessor of i) $3.00 or ii) 70% of the
          offering price per share of the Company's Common Stock as established
          in a public offering of the Company's Common Stock. On June 30, 2000,
          the notes were converted for 864,000 shares of common stock at a
          conversion price of $0.50 per share. The Company has recorded a
          financing cost attributable to the beneficial conversion feature in
          the amount of $446,288.


                                      F-18
<PAGE>

                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 10 - CONVERTIBLE NOTES PAYABLE (Continued)

          On January 26, 1998, Atlanta sold an aggregate of $265,000 of 8%
          Convertible Secured Notes (the "8% Notes"). The 8% Notes bear interest
          at the rate of 8% per annum on the principal sum outstanding. Interest
          was payable semi-annually on June 30 and December 31. The holders of
          the 8% Notes are entitled, at their option at any time, to convert any
          or all of the original principal amounts of the 8% Notes into Common
          Stock of the Company at a conversion price equal to the lessor of i)
          $2.20 or ii) 70% of the offering price per share of the Company's
          Common Stock as established in a public offering of the Company's
          Common Stock. On June 30, 2000, $150,000 of the notes were converted
          for 318,000 shares of common stock at a conversion price of $0.50 per
          share for $50,000 of the notes and $0.33 per share for $100,000.

          The Company has recorded a financing cost attributable to the
          beneficial conversion feature in the amount of $155,225.

          The Notes were secured by all assets held by Chicago and Atlanta, with
          the exception of the point of sale computer systems.

NOTE 11 - WARRANTS

          The Company has issued outstanding warrants to purchase up to 289,741
          shares of common stock.

          On February 4, 1997, the Company sold 100,000 shares of Common Stock,
          along with a warrant to purchase up to 10,000 shares of Common Stock.
          The warrant was exercisable on or before February 4, 2000 at an
          exercise price of $1.00 per share (subject to customary anti-dilution
          adjustments). The warrant was not exercised.

          On June 6, 1997, the Company sold 100,000 shares of Common Stock,
          along with a warrant to purchase up to 10,000 shares of Common Stock.
          The warrant was exercisable on or before June 6, 2000 at an exercise
          price of $1.00 per share (subject to customary anti-dilution
          adjustments). The warrant was not exercised.

          On May 21, 1997, in connection with the sale of $350,000 of 10%
          Convertible Secured Notes described in Note 6, the Company issued
          warrants to purchase up to 35,000 shares of Common Stock. The warrants
          were exercisable on or before May 21, 2000 at an exercise price of
          $1.00 per share (subject to customary anti-dilution adjustments). The
          warrants were not exercised.



                                      F-19
<PAGE>


                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



NOTE 11 - WARRANTS (Continued)

          On January 28, 1998, in connection with the sale of $265,000 of 8%
          Convertible Secured Notes described in Note 6, the Company issued
          warrants to purchase up to 26,500 shares of Common Stock. The warrants
          were exercisable on or before January 26, 2000 at an exercise price of
          $2.20 per share (subject to customary anti-dilution adjustments). The
          warrant was not exercised.

          Pursuant to the terms of an Engagement Letter dated February 5, 1997,
          between the Company and Commonwealth Associates ("CA"), whereby CA was
          engaged to render corporate finance and other financial service
          matters, the Company granted to CA warrants to purchase 208,241 shares
          of Common Stock at an exercise price of $.01 per share. On
          December 31, 2000, CA exercised the warrants to purchase 188,000
          shares of Common Stock at $0.10 per share as a settlement for their
          services.

NOTE 12 - SEGMENT INFORMATION

          During 2002 and 2001, the Company had six reportable restaurant
          segments and one management company;

               a)   SRC
               b)   LA (ceased operations - July 1999)
               c)   Chicago (ceased operations - July 1999)
               d)   Atlanta
               e)   Avenue A
               f)   7 West (management company)

           Soulfood Concepts, Inc. and Subsidiaries:

<TABLE>
<CAPTION>
                                                             Year Ended
                                                             December 31,
                                                      -----------------------------
                                                        2002               2001
                                                      ------------     ------------
<S>                                                    <C>               <C>
               Sales:
                       SRC                           $ 2,504,873        $  2,647,873
                       LA                                      -                   -
                       Chicago                                 -                   -
                       Atlanta                         1,768,091           2,080,132
                       7 West                                  -                   -
                       Avenue A                        1,299,973           1,319,638
                                                     -----------        ------------
               Total sales                           $ 5,572,937        $  6,047,643
                                                     ===========        ============
</TABLE>



                                      F-20
<PAGE>


                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 12 - SEGMENT INFORMATION (Continued)

<TABLE>
<CAPTION>
                                                                             Year Ended
                                                                             December 31,
                                                                 -----------------------------------
                                                                      2002               2001
                                                                 ----------------   ----------------
<S>                                                             <C>                  <C>
          Cost of sales:
                 SRC                                             $     651,248       $     691,875
                 LA                                                    (17,320)            (13,365)
                 Chicago                                                     -             (26,062)
                 Atlanta                                               577,657             591,496
                 7 West                                                      -                   -
                 Avenue A                                              319,124             349,004
                                                                --------------      --------------
          Total cost of sales                                    $   1,530,709       $   1,592,948
                                                                ==============      ==============

          Restaurant operating expenses:
                 SRC                                             $   1,297,494       $   1,292,943
                 LA                                                     90,113             108,588
                 Chicago                                                63,733             152,428
                 Atlanta                                             1,170,511           1,113,907
                 7 West                                                      -                   -
                 Avenue A                                              789,098             792,341
                 Corporate                                                   -                   -
                                                                --------------      --------------
          Total restaurant operating expenses                    $   3,410,949       $   3,460,207
                                                                ==============      ==============

          Other corporate expenses:
                 SRC                                             $           -       $           -
                 LA                                                          -                   -
                 Chicago                                                     -                   -
                 Atlanta                                                     -                   -
                 7 West                                                      -                   -
                 Avenue A                                                    -                   -
                 Corporate                                             792,068             882,409
                                                                --------------      --------------
          Total other corporate expenses                         $     792,068       $     882,409
                                                                ==============      ==============

          Depreciation and amortization expense:
                 SRC                                             $      20,467       $      21,867
                 LA                                                          -                   -
                 Chicago                                                     -                   -
                 Atlanta                                                88,396             107,598
                 7 West                                                      -                   -
                 Avenue A                                               28,431              26,379
                 Corporate                                               4,807               1,521
                                                                --------------      --------------
          Total depreciation and amortization
            expense                                              $     142,101       $     157,365
                                                                ==============      ==============
</TABLE>


                                      F-21
<PAGE>

                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE 12 - SEGMENT INFORMATION (Continued)
                                                        Year Ended
                                                        December 31,
                                           -----------------------------------
                                                 2002               2001
                                            ----------------   ---------------
         Income (loss) from operations:
                SRC                          $    535,664      $      641,188
                LA                              (  72,793)          (  95,223)
                Chicago                         (  63,733)           (126,366)
                Atlanta                         (  68,473)            267,131
                7 West                                  -                   -
                Avenue A                          163,320             151,914
                Corporate                        (796,875)           (883,930)
                                             -------------     --------------
         (Loss) income from operations:      $   (302,890)     $    (  45,286)
                                             =============     ==============

         Identifiable assets:
                SRC                          $    13,2058      $      115,694
                LA                                      -             482,128
                Chicago                           359,669             363,336
                Atlanta                           298,855             415,863
                7 West                                 60               2,228
                Avenue A                           73,265             148,033
                Corporate                          48,571              53,236
                                            -------------    ----------------
         Total assets                        $    913,625      $    1,580,518
                                            =============    ================

NOTE 13 - STOCK PLANS

           a)   Incentive Plan In 1997, the Company adopted the 1997 Stock
                Incentive Plan (the "1997 Plan") for officers, directors,
                employees, and consultants of the Company or any of its
                subsidiaries. The 1997 Plan, as originally adopted,
                authorizes the issuance of up to 500,000 shares of common
                stock upon the exercise of stock options or in connection
                with the issuance of restricted stock. The 1997 Plan
                authorizes the granting of stock options and restricted
                options and restricted stock to employees, officers,
                directors and consultants of the Company and its
                subsidiaries and non-discretionary automatic awards of stock
                options to its non-employee directors. Each option has a
                maximum term of ten years from the date of the grant,
                subject to early termination. The Company may determine the
                exercise price, provided that such price may not be less
                than the fair market value of the common stock on the date
                of grant. No options have been granted to date.



                                      F-22
<PAGE>


                             SOULFOOD CONCEPTS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE 13 - STOCK PLANS (Continued)

          b)   Restricted Stock The Company may make grants of restricted stock
               for cash or other consideration. The number of shares of common
               stock granted to each grantee will be determined by the Company.
               Grants of restricted stock will be made subject to such
               restrictions and conditions as the Company may determine in its
               sole discretion, including periods of restriction on
               transferability (the "Restriction Period") during which time the
               grant may be required to be deposited with an escrow agent, if
               the Company so determines. No grants of restricted stock have
               been issued to date.

NOTE 14 - SUBSEQUENT EVENTS

               The Company is in the process of restructuring a new lease for
               its Chicago based operation along with new renovations with
               anticipated reopening by the first quarter 2003.



                                      F-23
<PAGE>
I, Mark Campbell, certify that:


1. I have reviewed this annual report on Form 10-KSB of Soul Food Concepts Inc.;


2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;


3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;


b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and


c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):


a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and


b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and


6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

   /s/ Mark Campbell
  ------------------------
  Mark Campbell
  Chief Executive Officer
  May 7, 2003