SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D C. 20549

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended September 30, 2000

                        Commission File Number 000-21093

                           INTERFOODS OF AMERICA, INC.
        (Exact name of small business issuer as specified in its charter)

                 Nevada                               59-3356-011
    (State or Other Jurisdiction of          (IRS Employer Identification No.)
     Incorporation or Organization)

         9400 South Dadeland Boulevard, Suite 720, Miami, Florida 33156
              (Address and Zip Code of Principal Executive Offices)

                    Issuer's Telephone Number: (305) 670-0746

       Securities Registered Under Section 12(b) of the Exchange Act: None

         Securities Registered Under Section 12(g) of the Exchange Act:
                          COMMON STOCK, $.001 PAR VALUE

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was 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, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         The issuer's revenues for the 2000 fiscal year were $77,589,129

<PAGE>

         The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant as of November 30, 2000 was approximately
$2,052,079. Solely for purposes of the foregoing calculation, all of the
registrant's directors and officers are deemed to be affiliates.


There were 5,145,432 shares of the registrant's common stock outstanding as of
December 29, 2000.

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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

         Interfoods of America, Inc., a Nevada corporation (the "Company")
incorporated May 13, 1994, is through its wholly-owned subsidiary, Sailormen,
Inc., a Florida corporation ("Sailormen"), a franchisee and operator of
Popeye's/registered trademark/ Chicken and Biscuits ("Popeye's") restaurants.
The Company currently operates or subleases, pursuant to franchise agreements
with AFC Enterprises, Inc. (the "Franchisor"), 165 Popeye's restaurants located
in Florida, Alabama, Illinois, Georgia, Mississippi, Louisiana and Missouri and
2 Church's Chicken restaurants in Florida.

         The Company's headquarters are located at 9400 South Dadeland
Boulevard, Suite 720, Miami, Florida 33156. Its telephone number is (305)
670-0746.

HISTORY

         Until September 1996, the Company was known as Sobik's Subs,
Inc. ("Sobik's Subs"). In May 1996, the Company acquired Sailormen from the
Company's current Chief Executive Officer, Robert S. Berg, and President, Steven
M. Wemple, for a total of 2,500,000 shares of the Company's common stock. At the
time of the acquisition, Sailormen operated 11 Popeye's restaurants.

         Until December 1997, the Company operated two wholly-owned subsidiaries
in addition to Sailormen: (1) SBK Franchise Systems, Inc., which, through an
exclusive master license with Sobik's Sandwich Shops, Inc., the Franchisor of
Sobik's Subs restaurants, developed, franchised and serviced Sobik's Subs
franchises; and (2) Sobik's Restaurant Corp., which established, owned and
operated Sobik's Subs Shops. Sobik's Sub Shops offers a menu of submarine (sub)
style sandwiches (also referred to as hoagies or heroes).

         In December, 1997, the Company sold Sobik's Restaurant Corp and SBK
Franchise Systems, Inc. for total consideration valued at $1,100,000. Such
consideration consisted of cash, a note and stock of the purchaser, JRECK Subs
Group, Inc. These divestitures were made by the Management of the Company to
streamline the Company's business operations and to focus its efforts on the
expansion and development of its Popeye's franchises.

         Consistent with its decision to concentrate on the ownership and
operation of its Popeye's restaurants, the Company consummated several
acquisitions during Fiscal 1997. In October 1996, the Company acquired four
existing Popeye's restaurants in the Birmingham, Alabama market for
consideration valued at $450,000, of which $50,000 was paid in cash and 228,640
shares of the Company's mandatory redeemable restricted Class A Preferred Stock,
valued at $400,000. In September 1997, the Company acquired an existing Popeye's
restaurant in Ft. Pierce, Florida for 338,983 shares of the Company's common
stock valued at $400,000 and opened a new Popeye's restaurant in Homestead,
Florida.

         In December 1997 (Fiscal 1998), the Company acquired eight Popeye's
restaurants in the Baton Rouge, Louisiana market, for approximately $3.7
million. On July 6, 1998, the Company acquired five Popeye's restaurants in
Pensacola, Florida for consideration valued at $1.8 million. Such consideration
consisted of cash, newly issued restricted common stock and debt.

         In March 1999, the Company acquired in two separate transactions,
nineteen Popeye's restaurants in the St Louis, Missouri area and the Baton
Rouge, Louisiana area, for approximately $11.9 million in cash and $8.0 million
of debt. The Company also opened five new Popeye's restaurants within its
existing markets.

         In January 2000, the Company, through an Asset Purchase Agreement,
acquired 37 Popeye's restaurants located in Mississippi and Louisiana for
approximately $34 million in cash, which was financed with $35.7 million in
debt.

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         In July 2000, pursuant to an Asset Purchase Agreement, the Company
acquired the assets of four Popeye's restaurants in Illinois and the West Coast
of Florida for approximately $3.9 million cash. The Company financed the
acquisition with $3.4 million of additional debt.

         On September 14, 2000, the Company acquired 71 additional Popeye's
restaurants and two Church's Chicken restaurants located in Central and Northern
Florida and the balance in Southern Georgia for approximately $46.2 million. The
Company financed the acquisition with $45.5 million of debt.

 OPERATIONS

         The Popeye's menu features unique spicy fried chicken, which each
restaurant prepares daily on premises along with biscuits, which are served with
the chicken entrees. In addition to its spicy fried chicken, the Popeye's menu
contains up to 20-25 other items, including seasonal entrees, such as seafood
dishes, and side items, such as red beans and rice, french fries, mashed
potatoes with gravy, cole slaw, and Cajun rice. Similar to the chicken entrees,
virtually all of these items are prepared fresh daily on the premises of each
restaurant. The Popeye's menu is designed to appeal to a large cross-section of
the population with particular concentration on the 18-49 age group. The
Company's restaurants are generally open seven days a week, from 10:00 am to
midnight, and serve lunch and dinner.

         A typical Popeye's restaurant operated by the Company employs two full
time managers and at least one additional supervisory employee. Typically, all
restaurant managers (and other representatives of the Company) are required to
attend, at the Company's expense, training courses conducted by the Franchisor.
This training program involves on-the-job training and an instructional class.
Other restaurant employees are trained by the restaurant manager in accordance
with the Company's and the Franchisor's guidelines.

         In 2000, there were 1,465 Popeye's restaurants in operations worldwide,
of which 1,051 were located in the United States. Popeye's ranks third worldwide
in the number of fast food fried chicken restaurants behind only KFC/registered
trademark/and Church's. Average sales per restaurant for Popeye's/registered
trademark/ located in the United States are estimated to be $817,547 annually.
The Company's restaurant averaged annual sales of approximately $881,675 per
unit.

BUSINESS STRATEGY

         The Company's business strategy is (1) to increase the level of sales
at its currently owned Popeye's restaurants; and (2) to expand by (a) locating
and acquiring, at advantageous prices, existing Popeye's restaurants, which
management believes are under performing and (b) developing new Popeye's
restaurants in the Southeastern United States. There can be no assurance that
the Company will be able to achieve all or any part of its business strategy
(see "Risk Factors"). The Company is a restaurant operating company and will own
real estate only as it relates to stores which may be acquired or built by the
Company.

FRANCHISE AGREEMENT

         The Company franchises its Popeye's restaurants from the Franchisor.
The Franchisor maintains its principal place of business at Six Concourse
Parkway, Atlanta, Georgia, 30328, and does business under its corporate name and
under the trade names and service marks "Popeye's" and "Popeye's Chicken and
Biscuits".

                                        4

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         Each of the Company's Popeye's restaurants is operated under a separate
franchise agreement from the Franchisor. Retention of these franchise agreements
is important to the success of the Company. The Company believes that its
relationship with the Franchisor is satisfactory. The franchise agreements are
for an initial term of 20 years and are renewable for additional ten-year terms
upon the payment of one-half of the then-applicable franchise fee, which is
currently $20,000, and the execution of a renewal franchise agreement. The
renewal franchise agreement may provide for increased royalties and advertising
contributions, and may require the Company to remodel or re-equip its
restaurants to meet the then current standards of the Franchisor. The Company is
required to pay the Franchisor a royalty fee equal to 5% of the gross sales of
each franchise restaurant. The franchise agreements require the Company to
construct and operate its Popeye's restaurants in accordance with the detailed
requirements of the Popeye's system.

         The flours, batters, seasonings, mixes, sauces, dressings, and meats,
used to prepare Popeye's spicy chicken and other Popeye's menu items (the
"Proprietary Products") are acquired from vendors approved by the Franchisor.
The Company has agreements (The "Distribution Agreement") with distribution
companies approved by the Franchisor for the supply of food products, dry goods
and related supplies. The Distribution Agreement commenced on March 8, 1996 and
has a term of 10 years. It is renewable annually thereafter unless terminated
with 60 days notice by either party.

         The Company's ability to maintain consistent quality depends in part
upon its ability to acquire food products from reliable sources in accordance
with the Franchisor's specifications. While the Company has not experienced any
problems to date in acquiring such food products, there can be no assurance that
such food products will be available in the future on terms acceptable to the
Company.

MARKETING AND ADVERTISING

         All Popeye's restaurants are required to contribute 3% of their weekly
net sales to the Popeye's Chicken & Biscuit Advertising Fund (the "Popeye's
Advertising Fund") for regional and local advertising conducted by the
Franchisor. The terms of the Popeye's Advertising Fund require that all
contributions to the fund and earnings of the fund are utilized by the
Franchisor exclusively for advertising and promotional activities for Popeye's
restaurants. In most of its markets, the Company voluntarily contributes amounts
in excess of the required 3%.

GOVERNMENT REGULATION

         Each of the Company's restaurants is subject to licensing and
regulation by a number of governmental authorities, which may include health,
sanitation, safety, fire, building and other agencies in the state and/or
municipality in which the restaurant is located. Difficulties in obtaining or
failure to obtain the required licenses or approvals could delay or prevent the
development of a new restaurant in a particular area.

         The Company also is subject to federal and state environmental
regulations. Requirements of local governmental bodies with respect to zoning,
land use, and environmental factors could delay or prevent the development of a
new restaurant in a particular area.

         The Company is also subject to state and federal labor laws that govern
its relationship with its employees. These laws govern minimum wage
requirements, overtime, working conditions and citizenship requirements.

COMPETITION

         The restaurant industry is highly competitive with respect to price,
service, food quality and location. There are numerous well-established
competitors possessing substantially greater financial, marketing, personnel and
other resources than the Company. There is also active competition for
restaurant managers and hourly restaurant employees, as well as intense
competition for commercial real estate suitable as sites for quick service
restaurants, such as those operated by the Company.

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<PAGE>

        The Company is required to respond to various factors affecting the
restaurant industry, including changes in consumer preferences, tastes, eating
habits, demographic trends and traffic patterns, increases in food and labor
costs and national, regional and local economic conditions. A number of fast
food restaurant companies have recently experienced flattening growth rates and
declines in average sales per restaurant, in response to which certain of such
companies have adopted discount pricing strategies such as "value meals" and
other marketing strategies. Such strategies could have an adverse effect upon
the Company and could also negatively impact the Company's operating margins,
should the Company elect to match competitors' price reductions. The principal
bases of competition in the industry are food quality, speed of service, and
price; but advertising, location, and attractiveness of facilities are also
important. Popeye's competes with other national fried chicken chains such as
KFC and Church's, as well as with all other national and regional quick-service
restaurant chains. Some of these competitors have greater financial resources,
larger advertising budgets and more national recognition than those of Popeye's.

         As a result of a national trend in increased chicken consumption, many
quick-service restaurant chains that are not identified with chicken, have added
a variety of chicken items to their menus. While the Company believes that its
spicy fried chicken is distinguished from the chicken offered by its competitors
by unique seasonings and tastes, product quality, and freshness, there can be no
assurances that consumers will not choose its competitors' chicken products over
those sold in the Company's restaurants.

EMPLOYEES

         As of September 30, 2000, the Company employed approximately 3,528
people, on a full-time and part-time basis. Of these employees, 581 were
employed as field management personnel and 36 were in corporate management and
administration. None of the Company's employees belong to a union and the
Company has not experienced any work stoppages. The Company believes that its
labor relations are satisfactory.

ITEM 2. DESCRIPTION OF PROPERTY

         The Company either owns or leases the land and buildings for the
Company-operated restaurants. In addition the Company owns the land and building
for two restaurants which the Company subleases to a related third party. While
the Company expects to continue to lease many of its sites in the future, the
company also may purchase the land and/or buildings for restaurants to the
extent acceptable terms are available. The majority of the Company restaurants
are located in retail shopping centers and/or freestanding heavily traveled
locations.

         Restaurants leased to the Company are typically leased under "triple
net" leases that require the Company to pay real estate taxes, maintenance costs
and insurance premiums; in some cases pays a percentage of rent based on sales
in excess of specified amounts. Generally, the leases have initial terms of 20
years with options to renew for one or more additional periods.

         The following table sets forth the locations of the Company's
restaurants by state as of September 30, 2000.

                                          Owned    Leased   Total
                                          -----    ------   -----
                      Florida               32       54       86
                      Georgia                2        8       10
                      Mississippi           28        3       31
                      Louisiana              6       17       23
                      Missouri               0        9        9
                      Alabama                0        6        6
                      Illinois               2        0        2
                                           ---      ---      ---
                               Totals       70       97      167
                                           ---      ---      ---

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<PAGE>

         The Company leases 6,078 square feet of office space at 9400 South
Dadeland Boulevard, Miami, Florida 33156. The monthly base lease expense for the
offices is $8,564. The lease expires on May 31, 2007. These offices are used to
administer all Company operations.

ITEM 3. LEGAL PROCEEDINGS

         On November 20, 1997, James Byrd, the former Chairman of the Board and
a former Director of the Company, filed suit against the Company and Mr. Berg
seeking an injunction and damages resulting from an alleged breach of contract
by the Company. Mr. Byrd alleges that the Company breached an agreement to
repurchase 150,000 shares of common stock at a price of approximately $130,000.
On November 26, 1997, Mr. Byrd's Emergency Motion for Temporary Injunction in
that action was denied. In October 2000, the Company settled the suit by
purchasing all of the shares of the Company's outstanding preferred stock for
$225,000 and paid an additional $15,000 for the settlement.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

         In the fourth quarter, no matter was submitted to a vote of securities
holders of the Company.

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                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

       The Company's Common Stock trades in the over-the-counter market under
symbol IFDA on the OTC electronic bulletin board. The following table shows the
quarterly high and low bid prices for fiscal years 1999 and 2000 as reported by
the National Quotations Bureau Incorporated. These prices reflect inter-dealer
quotations without adjustments for retail markup, markdown or commission and do
not necessarily represent actual transactions.

             YEAR       PERIOD                 HIGH        LOW
             ----       ------                 ----        ---

             1999       First Quarter         $2.06       $0.19

                        Second Quarter        $1.81       $1.12

                        Third Quarter         $1.56       $0.88

                        Fourth Quarter        $1.13       $0.44

             2000       First Quarter         $0.88       $0.38

                        Second Quarter        $0.81       $0.38

                        Third Quarter         $1.88       $0.44

                        Fourth Quarter        $0.94       $0.44

         At September 30, 2000, there were approximately 1,200 holders of record
of the Company's Common Stock.

DIVIDENDS

The Company has not declared any dividends on its Common Stock since its
inception, and has no present intention of paying any dividends on its Common
Stock in the foreseeable future.

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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

         The following discussion and analysis should be read in conjunction
with the financial statements and notes thereto, appearing elsewhere in this
report.

RESULTS OF OPERATIONS

The Company made four acquisitions during Fiscal 2000. The restaurant base went
from 54 restaurants in Fiscal 1999 to 167 restaurants in Fiscal 2000.

YEAR ENDED SEPTEMBER 30, 2000 COMPARED TO YEAR ENDED SEPTEMBER 30, 1999


For the year ended September 30, 2000 ("Fiscal 2000"), the Company had total
revenues of $77,589,129 compared to total revenues of $37,796,392 for the year
ended September 30, 1999 ("Fiscal 1999"). The increase in revenues was primarily
attributable to the sales generated from the Company's acquisition of 73
restaurants in Central and Northern Florida on September 14, 2000 and 37
restaurants in Mississippi and Louisiana on January 11, 2000. Additionally,
sales for Fiscal 2000 included a full year of sales of ten restaurants in Baton
Rouge, LA, acquired on March 8, 1999 and nine stores in St. Louis, MO, acquired
on March 22, 1999. The remaining sales increase was due to an increase in
comparable sales of 10.4% for the year.

Cost of restaurant operations for the Fiscal 2000 were $62,512,104 or 80.6% of
sales compared to $31,738,872 or 84% of sales for Fiscal 1999. The increase is
attributable to the number of restaurants and the additional expenses that were
incurred to integrate the Company's procedures and systems into the acquired
restaurants. The decrease as a % of sales is due to the lower food cost obtained
through additional volume.

General and administrative expenses for Fiscal 2000 were $7,192,666 or 9.3% of
sales as compared to $3,992,330 or 10.6% of sales for Fiscal 1999. The increase
is primarily attributable to the expenses related to the indirect costs of 1999
and 2000 acquisition of restaurants and the costs of additional personnel hired
to support the Company's current growth. The decrease as a % of sales is due to
the efficiencies obtained through additional volume.

Depreciation and amortization for Fiscal 2000 were $2,188,118 as compared to
$778,051 for Fiscal 1999. The increase was primarily attributable to the
acquisition of additional restaurants. Depreciation related to new restaurants
was $903,442 of the $2,188,118.

Operating income of the Company was $5,696,241 for Fiscal 2000 as compared to
$1,287,139 for Fiscal 1999. The increase in operating income is attributable to
the increase in number of restaurants and increase in existing restaurant level
profits resulted from the favorable comparable sales.

The loss on the investment in JRECK stock was $93,691 for Fiscal 2000 as
compared to a loss of $182,809 for Fiscal 1999. The loss was a result of the
Company selling all of its shares of stock in JRECK.

Interest expense increased in Fiscal 2000 to $4,439,756 as compared to $892,906
for Fiscal 1999. The increase was due to higher average debt outstanding in
Fiscal 2000 compared to Fiscal 1999 and this was attributable to additional
borrowings made under the Company's acquisition program. Interest expense in
Fiscal 2000 relating only to new debt acquired in Fiscal 2000 was $2,779,046.

Other expense for Fiscal 2000 was $565,631 as compared to $227,378 for Fiscal
1999. The charges in the current year were attributable to the indirect costs
related with the purchase of the restaurants in Central and Northern Florida,
Mississippi and Louisiana and the lease termination payments relating to a
closed store.

The Company recorded an income tax provision of $216,029 during Fiscal 2000
compared to $130,370 in Fiscal 1999. The increase was primarily attributable to
the future taxable income and tax liabilities arising from the difference in
depreciation and amortization.

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YEAR ENDED SEPTEMBER 30, 1999 COMPARED TO YEAR ENDED SEPTEMBER 30, 1998

         For the year ended September 30, 1999 ("Fiscal 1999"), the Company had
total revenues of $37,796,392 compared to total revenue of $18,344,980 for the
year ended September 30, 1998 ("Fiscal 1998"). The increase in revenue was
primarily attributable to the sales generated by the Company's acquisition of
ten restaurants in Baton Rouge, Louisiana, on March 8, 1999, nine restaurants in
St. Louis, Missouri on March 22, 1999, and five restaurants in Pensacola,
Florida on July 6, 1998. The Company opened five additional new restaurants
during the year of which two were in Birmingham, Alabama and one each in Ft
Pierce, North Miami Beach and Lauderdale Lakes, Florida. The remaining sales
increase was due to an increase in comparable sales of 12.0% for the year.

Cost of restaurant operations for Fiscal 1999 were $31,738,872 compared to
$15,442,636 for Fiscal 1998. The increase is attributable to the number of
restaurants and the additional expenses that were incurred to integrate the
Company's procedures and systems into the acquired restaurants.

General and administrative expenses for Fiscal 1999 were $3,992,330 compared to
$2,646,692 for Fiscal 1998. The increase was primarily attributable to expenses
related to the indirect costs of recent acquisitions of additional restaurants
that were not capitalized and additional personnel needed to support the
Company's current growth.

Depreciation and amortization expenses for Fiscal 1999 were $778,051 compared to
$277,722 for Fiscal 1998. The increase was primarily attributable to the
acquisition of additional restaurants and the remodeling programs in existing
restaurants.

Operating profit of the Company was $1,287,139 for Fiscal 1999 as compared to an
operating loss of $22,070 for Fiscal 1998. The increase in operating profit is
attributable to the increase in number of restaurants and increases in
restaurants level profits resulting from the favorable comparable sales.

The gain (loss) on investment in JRECK was a loss of $182,809 for Fiscal 1999 as
compared to a gain of $536,237 for Fiscal 1998. In the prior year, the sale of
one of the Company's subsidiaries, SBK Franchise Systems, Inc. for $1.1 million
resulted in a gain of $1,036,237 for Fiscal 1998, but this was subsequently
reduced by a reserve of $500,000 on the promissory note received by the Company
in the sale. In Fiscal 1999, a new agreement was reached whereby the Company
received 700,187 additional shares of JRECK stock. As a result of a decline in
the market value of the JRECK stock in Fiscal 1999, the Company expensed the
JRECK stock to net realizable value. The loss reflects the decrease in stock
market price in Fiscal 1999 versus the put option value in Fiscal 1998.

Interest expense increased to $892,906 in Fiscal 1999 from $199,448 in Fiscal
1998. The increase was due to higher average debt outstanding in Fiscal 1999 as
compared to Fiscal 1998 and this was attributable to additional borrowings made
under the Company's acquisition and remodeling programs.

Other expenses were $227,378 in Fiscal 1999 as compared to $357,281 in Fiscal
1998. The charges in the current year were attributable to off balance sheet
financing costs associated with the purchase of the restaurants in Baton Rouge
and St. Louis and the write off of territorial rights in the Caribbean area. In
Fiscal 1998, the expenses were non-recurring charges and accruals offsetting the
1998 sale of the subsidiary.

The Company recorded an income tax provision of $130,370 during Fiscal 1999,
which is primarily attributable to the future taxable income and tax liabilities
arising from the differences in depreciation and amortization offset by the
utilization of net operating losses.

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<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided by operations for Fiscal 2000 was $10,802,056 as
compared to $862,292 for Fiscal 1999. The increase in operating cash flow was
primarily attributable to the net income from operations of $381,134 for Fiscal
2000 as opposed to a loss of $146,324 for Fiscal 1999, and an increase in cash
due to advanced vendor rebates of $2,910,412, and increases in accounts payable
and accrued expenses of 5,381,842. Depreciation and amortization increased by
$1,410,069 which is attributable to the goodwill and fixed assets recorded in
the acquisition of additional restaurants. This was offset by cash outlays for
receivables and inventories.

         At September 30, 2000, the Company had current assets of $6,928,902 and
total assets of $115,652,962 compared to current assets of approximately
$733,470 and total assets of approximately $20,387,942 at September 30, 1999.
The increase in total assets resulted from the Company's acquisition of 114
restaurants during the year and approximately $3.7 million of advanced rebates
received from a vendor for future use of its products in the Company's
restaurants.

         Net cash used in investing activities was $92,071,177 for Fiscal 2000
as compared to $10,419,571 for Fiscal 1999. The increase was primarily
attributable to the acquisition of restaurants in the amount of $85,184,792,
the funds spent in connection with the Company's remodeling program of
$3,547,065, and the investment in certificates of deposit in the amount of
$3,527,820.

         Net cash provided by financing activities was $83,272,576 for Fiscal
2000 as compared to net cash provided by financing activities for Fiscal 1999 of
$8,401,274 The increase resulted primarily from the proceeds from new debt of
$89,171,727, which was offset by the reduction of existing debt of $2,820,282
and debt issuance costs of $2,337,999.

         The Company believes that cash generated from operations, including the
full year effect of the Fiscal 2000 acquisitions and the availability of its
existing lines of credit, which amounts to $377,000 as of September 30, 2000,
will be sufficient to fund its current operations. The Company believes it will
be able to obtain, through equity or debt financing, the necessary capital to
fund its expansion during Fiscal 2001. However, there can be no assurance that
the Company will be able to obtain such capital on terms acceptable to the
Company. No significant expenditures are anticipated for renovations during
Fiscal 2001.

NEW ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards (SFAS) 133, Accounting for
Derivative Instruments and Hedging Activities as amended by SFAS 137, Accounting
for Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133, and SFAS 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities, applies to the Company as of October
1, 2000. Since the Company does not hold any derivative instruments, SFAS 133 is
not expected to impact the Company.

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101"). SAB 101, as amended, summarizes certain of the SEC's views in applying
generally accepted accounting principles to revenue recognition in financial
statements. The Company does not expect SAB 101 to have an effect on the
Company's operations.

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<PAGE>

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

         From time to time, including herein, the Company may publish
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934,
as amended. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," or variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward-looking
statements. The Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.

         In addition to factors discussed in this Form 10-KSB, among the other
factors that could cause the Company's results to differ materially are: general
economic and business conditions; the impact of competitive products and
pricing; success of operating initiatives; development and operating costs;
advertising and promotional efforts; adverse publicity; acceptance of new
product offerings; consumer trial and frequency; changes in business strategy or
development plans; quality of management; availability, terms, and deployment of
capital; the results of financing efforts; business abilities and judgment of
personnel; availability of qualified personnel; food, labor, and employee
benefit costs; changes in, or the failure to comply with, government
regulations; weather conditions and construction schedules; and risks that sales
growth resulting from the Company's current and future remodeling can be
sustained at the current levels.

         For a further discussion of some of these factors that could cause
actual results to differ materially from such forward-looking statements, see
"Risk Factors" below.

RISK FACTORS

         DEPENDENCE ON EXECUTIVE OFFICERS. The Company is dependent upon the
efforts and abilities of Robert Berg, its Chief Executive Officer, Chairman of
the Board, and Steven Wemple, its President and Chief Operating Officer. The
loss of the services of either Messrs. Berg or Wemple would have a material
adverse effect upon the Company's business and future prospects. In addition, in
order to successfully implement its proposed expansion and manage anticipated
growth, the Company will be dependent upon its ability to retain existing and
hire additional qualified management and other personnel, including certain
executive officers. The competition for qualified management and other personnel
in the restaurant industry is intense and, accordingly, there can be no
assurance that the Company will be able to retain or hire the necessary
personnel. The Company will also be dependent on its ability to hire and train
hourly employees. In recent years, the restaurant industry has experienced a
shortage in the availability of qualified restaurant personnel, which could have
an adverse effect on the Company.

         COMPETITION IN THE RESTAURANT INDUSTRY. The Company's restaurants face
intense competition from quick-and full-service restaurants and, in particular,
from chains with operating concepts similar to those of the Company. Management
believes that its primary competitors are other national fried chicken chains,
including KFC/registered trademark/, Church's Fried Chicken/registered
trademark/ and Pollo Tropical/registered trademark/. The franchisor of Popeye's
Chicken, AFC Enterprises Inc., is also the franchisor of Church's Chicken, a
direct competitor of the Company's restaurants. In general, the restaurant
industry is highly competitive and can be significantly affected by many
factors, including changes in local, regional or national economic conditions,
changes in consumer tastes, consumer concerns about the nutritional quality of
food and increases in the number of, and particular locations of, competing
restaurants. Factors such as inflation, increases in food, labor and energy
costs and the availability of an adequate number of hourly-paid employees also
affect the restaurant industry. Major chains, which have substantial financial
resources and longer operating histories, dominate the restaurant industry.
There can be no assurance that consumers will regard the Company's menu items as
significantly distinguishable from competitive products, that substantially
equivalent products will not be introduced by the Company's competitors or that
the Company will be able to compete successfully in any given market.

                                       12

<PAGE>

         INCREASES IN OPERATING AND FOOD COSTS; AVAILABILITY OF SUPPLIES. An
increase in operating costs could adversely affect the profitability of the
Company. Factors such as inflation, increased utility, labor and employee
benefit costs are beyond the Company's control and may adversely affect the
restaurant industry in general and the Company's restaurants in particular. In
connection with any further expansion of the Company, of which there can be no
assurance, the Company's general and administrative costs likely would increase
as a percentage of revenues as the Company adds administrative staff, systems,
and other infrastructure to support these costs. A majority of the Company's
revenues and food costs are derived from the sale and purchase of chicken. The
cost of fresh chicken fluctuates from time to time depending on a variety of
factors beyond the control of the Company, such as weather conditions and
seasonal demand. There can be no assurance that fluctuations in the cost of
chicken or the price of other supplies will not adversely affect the Company's
results of operations. In addition, the Company is dependent on daily deliveries
of food supplies, such as chicken, produce, baked goods and other products. Any
delays or stoppages in such deliveries, as a result of, among other things,
labor unrest or adverse weather conditions, could subject the Company's
restaurants to shortages or interruptions which could materially adversely
affect the Company.

         LIMITED MENU; UNCERTAINTY OF MARKET ACCEPTANCE. The Company's Popeye's
restaurants menu is comprised primarily of fried chicken and accompanying side
dishes. Achieving consumer awareness and market acceptance of the Company's
concepts, particularly as the Company seeks to open and expand into new markets,
will require substantial effort and expenditures by the Company. A general
decline in the sale of chicken products due to industry trends, change in
consumer preferences, increased prices or other reasons would adversely impact
the Company.

         The Company's future expansion plans are based upon Management's belief
that the Popeye's concept will have significant market appeal in the markets in
which the Company expects to enter. In the event the anticipated consumer
acceptance of the Popeye's concept in these markets is not realized, the Company
would be subject to a material adverse effect.

CERTAIN FACTORS AFFECTING THE QUICK-SERVICE RESTAURANT INDUSTRY.

         The Company is required to respond to various consumer preferences,
tastes and eating habits; demographic trends and traffic patterns; increases in
food and labor costs; and national, regional and local economic conditions. In
the past, several quick-service restaurant companies have experienced flat
growth rates and declines in average sales per restaurant, in response to which
certain of such companies have adopted "discount-pricing" strategies. Such
strategies could have the effect of drawing customers away from companies that
do not engage in discount pricing and could also negatively impact the operating
margins of competitors that do attempt to match competitors' price reductions.
Continuing or sustained price discounting in the fast food industry could have
an adverse affect on the Company.

         The Company's profits are dependent on discretionary spending by
consumers, particularly by consumers living in the communities in which the
Company's restaurants are located. Currently, the Company has locations in
Florida, Alabama, Illinois, Georgia, Mississippi, Missouri, and Louisiana. A
significant weakening in any of the local economies in which the Company
operates may cause the residents of such communities to curtail discretionary
spending which, in turn, could materially adversely affect the profitability of
the entire Company.

         IMPORTANCE OF TRADEMARKS. The Company believes that its use of various
trademarks and service marks obtained pursuant to its franchise agreements with
the Franchisor are valuable to the marketing of its restaurants. There can be no
assurance that the Company's use of such marks does not or will not violate the
proprietary rights of others, that the Company's rights to utilize such marks
will be upheld if challenged, or that the Company will not be prevented from
using the marks, any of which could materially adversely affect on the Company.

         GOVERNMENT REGULATION. The restaurant business is subject to extensive
federal, state and local regulation relating to the development and operation of
restaurants, including regulations relating to building and zoning requirements,
franchising, preparation and sale of food, and laws governing the Company's
relationship with its employees, including minimum wage requirements,
unemployment taxes and sales taxes, overtime and working

                                       13

<PAGE>

GOVERNMENT REGULATION (Continued)

conditions and citizenship requirements. The failure to obtain or retain
required licenses, or a substantial increase in the minimum wage rate, (which
increases have been proposed and are currently pending) could adversely affect
the quick service operations of the Company. The restaurant business in these
markets is subject to extensive regulation relating to the development and
operation of restaurants, including regulations relating to building
requirements, preparation and sale of quick service, and laws governing the
Company's relationship with its employees. Compliance with such regulations may
result in the Company incurring significant expenses. Failure to obtain required
licenses or to comply with applicable laws and regulations in such jurisdictions
could adversely affect the operations of the Company's restaurants in such
jurisdictions.

         EXPANSION PLANS; CAPITAL RESOURCE REQUIREMENTS. There can be no
assurance that the Company will achieve its growth objectives or that new
restaurants will be profitable. The success of the Company's planned expansion
will be dependent upon numerous factors, many of which are beyond the Company's
control, including the identification of suitable markets, the availability and
leasing or purchase of suitable sites on acceptable terms, the hiring, training
and retention of qualified management and other restaurant personnel, the
ability to obtain necessary governmental permits and approvals, the availability
of appropriate financing and general economic conditions.

         DEPENDENCE ON CONCEPTS. Because the Company develops and operates
Popeye's restaurants, a failure of the Popeye's concept to compete successfully
in the quick service restaurant industry in the areas in which the Company
operates Popeye's restaurants or in which the Company intends to develop new
restaurants or acquire existing restaurants would have a material adverse effect
on the Company.

ITEM 7. FINANCIAL STATEMENTS

         See the Financial Statements of the Company, which are attached hereto.

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

On August 3, 2000, the Company and Arthur Andersen LLP mutually agreed to
terminate their relationship. Arthur Andersen LLP's resignation was accepted by
the Company's Board of Directors on August 7, 2000. Management of the Company
engaged Grant Thornton LLP on September 22, 2000 to audit the consolidated
financial statements of Interfoods of America Inc. and Subsidiaries as of and
for the year ending September 30, 2000.

The reports of Arthur Andersen LLP on the Company's consolidated financial
statements for the past two fiscal years ended September 30, 1999 and 1998 did
not contain an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting principles. In
connection with the audits of the Company's financial statements for each of the
two fiscal years ended September 30, 1999 and 1998, and in the subsequent
interim periods, there were no disagreements with Arthur Andersen LLP on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope and procedures which, if not resolved to the satisfaction of
Arthur Andersen LLP, would have caused Arthur Andersen LLP to make reference to
the matter in their reports.

During the fiscal years ended September 30, 1999 and 1998 and during the
subsequent interim period prior to engaging Grant Thornton LLP, neither the
Company nor any person on the Company's behalf consulted with Grant Thornton LLP
regarding either the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements.

                                       14

<PAGE>

ITEM 8. (Continued)

The predecessor auditors did not inform the Company of the existence of any
reportable events, as defined in Item 304(a)(1)(iv) of Regulation S-B.

Arthur Andersen LLP furnished a letter addressed to the Securities and Exchange
Commission dated August 7, 2000, agreeing with the above statements. A copy of
that letter was filed as an Exhibit to the Company's Current Report on Form 8-K
dated August 9, 2000.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

         The current executive officers and directors of the Company are as
follows:

                                      DIRECTOR
                                      --------
    NAME                    AGE        SINCE          POSITION
    ----                    ---        -----          --------


    Robert S. Berg          42          1996       Chairman of the Board,
                                                    Chief Executive Officer

    Steven M. Wemple        49          1996       President and Chief
                                                    Operating Officer, Director

    Francis X. Maloney      58           N/A       Chief Financial Officer


     Each director is elected to hold office until the next annual meeting of
stockholders and until his successor is elected and qualified. As of September
30, 2000, There were no outside Directors. The following sets forth certain
biographical information with respect to the executive officers of the Company:

         Robert S. Berg has served as Chairman of the Board and Chief Executive
         Officer of the Company since April 1996. Since 1987, Mr. Berg has
         served as President of Sailormen, Inc.

         Steven M. Wemple has served as the President and Chief Operating
         Officer of the Company and as a director since April 1996. Mr. Wemple
         is in charge of all operational matters relating to the Company's
         business. Since 1985, Mr. Wemple has served as Vice-President of
         Sailormen ,Inc.

         Francis X. Maloney joined the Company in 1998 as Chief Financial
         Officer. He served as Vice President and Controller for Tecno Consult
         International S.A., a real estate developer in the Caribbean, from
         January 1994 to August 1998. Prior to that he served as Vice President
         of Finance for Ben Franklin Properties, a high rise condo developer in
         North Miami Beach, Florida from 1988 to 1994.

         There are no family relationships among any of the executive officers
         or directors of the Company. None of the executive officers of the
         Company is subject to any legal proceedings.

                                       15

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION


CASH COMPENSATION

         The following table shows, for the two-year period ended September 30,
2000, cash and other compensation paid to each of the executive officers of the
Company.

                           SUMMARY COMPENSATION TABLE
                        OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>

NAME AND                        FISCAL                       OTHER ANNUAL   OPTIONS/
PRINCIPAL POSITION               YEAR    SALARY     BONUS    COMPENSATION    AWARDS      SAR'S(#)    LTIP
------------------              ------   ------     -----    ------------   -------     ---------  --------
<S>                              <C>    <C>        <C>        <C>           <C>         <C>        <C>
Robert S. Berg                   2000   $452,043   $300,000   $4,322 (1)    $      0    $      0   $      0
Chairman of the Board            1999   $328,580   $      0   $4,165 (1)    $      0    $      0   $      0
Chief Executive Officer


Steve M. Wemple                  2000   $422,326   $300,000   $4,322 (1)    $      0    $      0   $      0

President and Chief              1999   $298,863   $      0   $4,316 (1)    $      0    $      0   $      0
Operating Officer,
Director

Francis X.Maloney                2000   $100,000   $  1,200   $4,322 (1)    $      0    $      0   $      0
Chief Financial                  1999   $ 71,587   $      0   $3,601 (1)    $      0    $      0   $      0
Officer
</TABLE>

(1) Represents premiums for health insurance.

                                       16

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth-certain information regarding beneficial
ownership of the Company's Common Stock as of September 30, 2000 (a) by each
person known to the Company to own beneficially more than 5% of any class of the
Company's securities and (b) by each of the Company's officers and directors and
by all officers and directors of the Company as a group. As of December 29,
2000, there were 5,145,432 shares of Common Stock of the Company outstanding.
The address of each of the individuals described below is 9400 S. Dadeland
Boulevard, Suite 720, Miami, Florida 33156.

NAME AND ADDRESS                     SHARES OF COMMON STOCK         PERCENT
OF OWNER                             BENEFICIALLY OWNED             OF CLASS
-----------------------------        ------------------             --------

Robert S. Berg                            1,476,719                   28.7%
Chairman of the Board,
Chief Executive Officer

Steven M. Wemple                            932,352                   18.1%
President and Chief Operating
Officer, Director

Francis X. Maloney                              256                      -
Chief Financial Officer

Andrew J. Nichols                           467,300                    9.1%

Kenneth Cramer                              338,983                    6.6%

All Officers and Directors
as a Group (3 persons)                    2,409,327                   46.8%
                                         ==========                   =====

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Messrs. Berg and Wemple jointly own all of Elk River Aviation Inc.("Elk
River"), a charter aircraft company whose sole business is the leasing of the
airplane described in this section. On October 1,1998, the Company entered into
an agreement whereby the Company was charged the rate of a flat $1,100 per hour
of usage, on an as needed basis. Subsequently, the lease rate was adjusted to
$1,500 per hour in June 1999. The Company is not responsible for any other
operating expenses of the plane. In Fiscal Years 2000 and 1999, the Company paid
$723,992 and $440,000 respectively, to Elk River for its services. The Company
believes that the lease of the aircraft is important to the Company in order to
permit management to effectively supervise the operations of its restaurants
which are located in seven states, as well as in connection with the efforts of
the Company to analyze potential future restaurant locations. In Fiscal 2000,
the Company fully reserved for a deposit of $160,439 with Elk River Aviation as
its collectibility was deemed to be uncertain.

         On July 21, 2000, the Company entered into a $2,200,000 investment in
land and building for two Popeye's Chicken and Biscuit restaurants on the West
Coast of Florida. The Company obtained financing of $1,632,000 from an unrelated
party in connection with this transaction. The Company leased the operations to
T.T. & D. Foods Inc., a Florida Corporation controlled by a related party of the
Company's C.E.O. The lease derives an annual receipt of $282,568, from T. T. &
D. Foods Inc., which approximates fair market value, while the mortgage for the
buildings and equipment requires annual outflow of $222,662. During Fiscal 2000,
the Company netted $36,135 income from this transaction.

                                       17

<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

            The following list describes the exhibits filed as part of this Form
10-KSB

         EXHIBIT NUMBER

         3.1    Articles of Incorporation of Sobik's Subs, Inc. dated May 13,
                1994 (1)

         3.2    By-Laws of Sobiik's Subs, Inc. dated May 13, 1994 (1)

         4.1    Specimen of Common Stock Certificate (2)

         9.1    Shareholders Voting Agreement dated April 17, 1996 (1)

        10.1    Form of Company Franchise Agreement, including the Addendum
                to Franchise Agreement. (1)

        10.2    Trademark Licensing Agreement dated March 1, 1993 (1)

        10.3    Franchise Agreement between SBK Franchise Systems. Inc and
                Sailormen, Inc dated March 2, 1995 (1)

        10.4    Exclusive Trademark Licensing  Agreements between Sobik's,
                Sandwich Shops, Inc, and SBK Franchise Systems, Inc. dated March
                1, 1993

        10.5    Agreement and Plan of Reorganization between Sobik's Subs,
                Inc. and Sailormen, Inc dated January 22, 1996. (1).

        10.6    List of Sobik's Subs Franchisees. (1)

        10.7    Exchange Agreement between FD Chemicals, Inc. and SBK
                Franchise Systems, Inc. dated June 19, 1995. (1)

        10.8    Agreement between Robert S. Berg, Steven M. Wemple, James S.
                Byrd, Norman Kaufman and Sobik's Subs, Inc dated June 25, 1996.
                (1)

        21.1    Subsidiaries of Sobik's Subs, Inc (1)



         (1) Incorporated herein by reference to Form 10-KBS under the
         Securities Exchange Act of 1934 filed with the Commission in July 1996,
         file number 000-21093

                                       18

<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, on this 12 day
of January, 2001, thereunto duly authorized.

                            INTERFOODS OF AMERICA, INC.
                            (Registrant)

                            STEVEN WEMPLE
                            ---------------------------------------------
                            By: STEVEN WEMPLE, President

                            FRANCIS X. MALONEY
                            ---------------------------------------------
                            By: FRANCIS X. MALONEY, Chief Financial Officer and
                                                    Principal Accounting Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant in the capacities and on
the dates indicated:

     SIGNATURE                      TITLE                                DATE


ROBERT S. BERG              Director, Chairman of the Board             01/12/01
                              Chief Executive Officer

STEVEN M. WEMPLE            Director, President, Chief Operating        01/12/01
                              Officer, Secretary and Treasurer

FRANCIS X. MALONEY          Chief Financial Officer and                 01/12/01
                              Principal Accounting Officer

                                       19

<PAGE>

                  INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                    Page
                                                                    ----
Report of Independent Certified Public Accountants                  F-2
Report of Independent Certified Public Accountants                  F-3

Consolidated Financial Statements:

        Consolidated Balance Sheets                                 F-4 - F-5

        Consolidated Statements of Operations                       F-6

        Consolidated Statement of Stockholders' Equity              F-7

        Consolidated Statements of Cash Flows                       F-8 - F-9

Notes to Consolidated Financial Statements                          F-10 - F-21

                                       F-1

<PAGE>

                         REPORT OF INDEPENDENT CERTIFIED
                               PUBLIC ACCOUNTANTS

Board of Directors of
Interfoods of America, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Interfoods of
America, Inc. and Subsidiaries as of September 30, 2000, and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Interfoods of
America, Inc. and Subsidiaries as of September 30, 2000 and the consolidated
results of their operations and their consolidated cash flows for the year ended
September 30, 2000, in conformity with accounting principles generally accepted
in the United States.

GRANT THORNTON LLP

Miami, Florida,
November 30, 2000.

                                       F-2

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of
          Interfoods of America, Inc.:

We have audited the accompanying consolidated balance sheet of Interfoods of
America, Inc. (a Nevada corporation) and subsidiaries as of September 30, 1999,
and the related consolidated statements of operations, stockholders' equity and
cash flows for each of the two years in the period ended September 30, 1999.
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. 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 Interfoods of
America, Inc. and subsidiaries as of September 30, 1999 and the results of their
operations and their cash flows for each of the two years in the period ended
September 30, 1999, in conformity with accounting principles generally accepted
in the United States.

ARTHUR ANDERSEN LLP

Miami, Florida,
November 9, 1999.

                                       F-3

<PAGE>

                  INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                           SEPTEMBER 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                     ASSETS                         2000               1999
                                     ------                         ----               ----
<S>                                                             <C>                <C>

Current assets:
     Cash and cash equivalents                                  $  2,371,365       $   367,910
     Certificates of deposit                                       3,527,820                --
     Accounts receivable                                             279,378            17,198
     Inventories                                                     746,524           278,169
     Prepaid expenses                                                  3,815            70,193
                                                                ------------      ------------

           Total current assets                                    6,928,902           733,470
                                                                ------------      ------------

Property and equipment, net                                       78,078,077        11,303,129
                                                                ------------      ------------
Other assets:
     Deposits                                                        121,501           342,832
     Goodwill, less accumulated amortization of
       $739,763 and $285,682 in 2000 and 1999, respectively       25,668,497         6,998,611
     Other intangible assets, less accumulated
       amortization of $279,832 and $220,247 in
       2000 and 1999, respectively                                 2,102,034           427,119
     Investment in JRECK                                                  --           217,191
     Debt issuance cost, less accumulated
       amortization of $85,163 and $14,197 in
       2000 and 1999, respectively                                 2,577,623           310,590
     Other assets                                                    176,328            55,000
                                                                ------------      ------------

           Total other assets                                     30,645,983         8,351,343
                                                                ------------      ------------

           Total assets                                         $115,652,962       $20,387,942
                                                                ============       ===========
</TABLE>

                                   (Continued)

                                       F-4

<PAGE>

                  INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                           SEPTEMBER 30, 2000 AND 1999

                                   (Continued)

<TABLE>
<CAPTION>
                                                                 2000                1999
                                                                 ----                ----

<S>                                                           <C>                <C>
                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses                    $  9,341,740       $ 3,149,618
     Current portion of advanced vendor rebates                    956,779                --
     Current portion of long term debt                           8,007,819           794,923
     Current portion of capital lease obligations                  502,679                --
     Current portion of deferred income on
       sale-leaseback transactions                                  45,248            45,248
                                                              ------------       -----------

           Total current liabilities                            18,854,265         3,989,789

Long-term debt, net of current portion                          90,511,023        12,043,867
Capital lease obligations, net of current portion                  168,714                --
Advanced vendor rebates, net of current portion                  1,953,633                --
Deferred taxes                                                     295,594            79,565
Deferred income on sale-leaseback transactions,
     net of current portion                                        708,413           753,665
                                                              ------------       -----------

           Total liabilities                                   112,491,642        16,866,886
                                                              ------------       -----------

Redeemable preferred stock, Class B, nonvoting,
430,000 shares authorized, 225,000 and 285,000 shares
issued and outstanding in 2000 and 1999                            225,000           285,000
                                                              ------------       -----------

Commitments and contingencies (Note 10)

Stockholders' equity:
     Common stock, 25,000,000 shares authorized
       at $.001 par value; 8,270,831
       shares issued in 2000 and 1999, respectively, and
       5,145,432 and 5,717,498 shares outstanding
       in 2000 and 1999                                              8,271             8,271
     Additional paid-in capital                                  4,349,093         4,349,093
     Accumulated deficit                                           (11,906)         (393,040)
     Common stock in Treasury, at cost, 3,125,399 and
         2,553,333 shares in 2000 and 1999, respectively        (1,409,138)         (728,268)
                                                              ------------       -----------

           Total stockholders' equity                            2,936,320         3,236,056
                                                              ------------       -----------

           Total liabilities and stockholders' equity         $115,652,962       $20,387,942
                                                              ============       ===========
</TABLE>

           The accompanying notes to consolidated financial statements
           are an integral part of these consolidated balance sheets.

                                       F-5

<PAGE>

                  INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998


<TABLE>
<CAPTION>

                                                            2000            1999            1998
                                                            ----            ----            ----
<S>                                                     <C>             <C>             <C>
Revenues:
     Restaurant sales                                   $ 77,589,129    $ 37,796,392    $ 18,302,766
     Royalties and fees                                           --              --          42,214
                                                        ------------    ------------    ------------

           Total revenues                                 77,589,129      37,796,392      18,344,980
                                                        ------------    ------------    ------------
Costs and operating expenses:
     Cost of restaurant operations                        62,512,104      31,738,872      15,442,636
     General and administrative expenses                   7,192,666       3,992,330       2,646,692
     Depreciation and amortization                         2,188,118         778,051         277,722
                                                        ------------    ------------    ------------

           Total costs and operating expenses             71,892,888      36,509,253      18,367,050
                                                        ------------    ------------    ------------

           Operating income (loss)                         5,696,241       1,287,139         (22,070)
                                                        ------------    ------------    ------------

Other income (expense):
     (Loss) gain on investment in JRECK                      (93,691)       (182,809)        536,237
     Interest expense                                     (4,439,756)       (892,906)       (199,448)
     Other expense                                          (565,631)       (227,378)       (357,281)
                                                        ------------    ------------    ------------

           Total other expense                            (5,099,078)     (1,303,093)        (20,492)
                                                        ------------    ------------    ------------

           Income (loss) before income tax provision         597,163         (15,954)        (42,562)

Income tax provision                                        (216,029)       (130,370)       (114,095)
                                                        ------------    ------------    ------------

           Net income (loss)                            $    381,134    $   (146,324)   $   (156,657)
                                                        ============    ============    ============

Net income (loss) per share - basic and diluted, less
     preferred stock dividends of $0, $750 and
     $10,000 in 2000, 1999, and 1998 respectively       $       0.07    $      (0.03)   $      (0.03)
                                                        ============    ============    ============

Weighted average shares outstanding:

     Basic and diluted                                     5,468,503       5,713,658       5,597,366
                                                        ============    ============    ============
</TABLE>

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

                                       F-6

<PAGE>


                  INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
              FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                                        Common
                                                 Common Stock            Additional                    Stock in
                                                  ------------             Paid-in    (Accumulated     Treasury
                                                Shares    Amount           Capital      defecit)        at cost         Total
                                                ------    ------           -------      --------        -------         -----
<S>                                            <C>         <C>           <C>           <C>            <C>            <C>
BALANCE, SEPTEMBER 30, 1997                    8,079,979   $     8,080   $ 4,197,189   $   (79,309)   $  (728,268)   $ 3,397,692

     Net loss                                         --            --            --      (156,657)            --       (156,657)

     Preferred stock - Class A dividend               --            --            --       (10,000)            --        (10,000)

     Common stock issued in acquisition          142,857           143        99,857            --             --        100,000

     Common stock issued to employees
     and board of directors                       39,569            39        24,681            --             --         24,720
                                             -----------   -----------   -----------   -----------    -----------    -----------

BALANCE, SEPTEMBER 30, 1998                    8,262,405         8,262     4,321,727      (245,966)      (728,268)     3,355,755

     Net loss -                                       --            --            --      (146,324)            --       (146,324)

     Preferred stock - Class A dividend               --            --            --          (750)            --           (750)

     Common stock issued to employees              8,426             9        27,366            --             --         27,375
                                             -----------   -----------   -----------   -----------    -----------    -----------

BALANCE, SEPTEMBER 30, 1999                    8,270,831         8,271     4,349,093      (393,040)      (728,268)     3,236,056

     Net income -                                     --            --            --       381,134             --        381,134

     Purchase of  Common Stock in Treasury            --            --            --            --       (680,870)      (680,870)
                                             -----------   -----------   -----------   -----------    -----------    -----------

BALANCE, SEPTEMBER 30, 2000                    8,270,831   $     8,271   $ 4,349,093   $   (11,906)   $(1,409,138)   $ 2,936,320
                                             ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>

           The accompanying notes to consolidated financial statements
              are an integral part of this consolidated statement.

                                       F-7

<PAGE>

                  INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998


<TABLE>
                                                                                      2000               1999              1998
                                                                                      ----               ----              ----
<S>                                                                                <C>               <C>               <C>
Cash flows from operating activities:
     Net income (loss)                                                             $    381,134      $   (146,324)     $   (156,657)
     Adjustments to reconcile net income (loss) to net
       cash provided by operating activities
         Depreciation and amortization                                                2,188,118           778,051           277,722
         Deferred income tax expense                                                    216,029           130,370           114,095
         Amortization of deferred income on sale-leaseback transactions                 (45,252)          (38,974)          (88,996)
         Amortization of debt issuance costs                                             70,966            14,197                --
         Write down of investment in JRECK/(Gain) on sale of subsidiary                  93,691           182,809          (536,237)
         Impairment loss                                                                 47,942                --                --
         Common stock issued to employees and board of directors                             --            27,375            24,720
         Changes in assets and liabilities:
           Accounts receivable                                                         (262,180)           24,920            73,624
           Inventories                                                                 (468,355)         (157,773)           (4,125)
           Prepaid expenses                                                              66,378           (21,649)           63,447
           Deposits                                                                     221,331           (70,820)           59,110
           Other assets                                                                      --            52,500          (107,500)
           Accounts payable and accrued expenses                                      5,381,842            87,610         1,433,688
           Advanced vendor rebates, net of amortization                               2,910,412                --                --
                                                                                   ------------      ------------      ------------

                   Net cash provided by operating activities                         10,802,056           862,292         1,152,891
                                                                                   ------------      ------------      ------------
Cash flows from investing activities:
     Acquisition of businesses, net of cash acquired                                (85,184,792)      (19,718,278)       (5,350,000)
     Proceeds from sale/leaseback                                                       228,500        14,430,370         5,130,000
     Capital expenditures                                                            (3,547,065)       (5,022,163)       (1,881,485)
     Proceeds from sale of SBK                                                               --                --           136,237
     Proceeds from sale of equipment                                                         --                --            85,000
     Acquisition of other intangible assets                                             (40,000)         (109,500)               --
     Due from affiliates                                                                     --                --            26,274
     Certificates of deposit investments                                             (3,527,820)               --                --
                                                                                   ------------      ------------      ------------

                   Net cash used in investing activities                            (92,071,177)      (10,419,571)       (1,853,974)
                                                                                   ------------      ------------      ------------
Cash flows from financing activities:
     Proceeds from long-term debt                                                    89,171,727         9,076,360         3,147,262
     Repayment of long-term debt                                                     (2,820,282)         (340,666)         (547,397)
     Redemption of Restricted Class A Preferred stock                                        --           (50,000)         (203,750)
     Redemption of Restricted Class B Preferred stock                                   (60,000)          (60,000)          (60,000)
     Preferred stock - Class A dividend                                                      --              (750)          (10,000)
     Purchase of treasury stock                                                        (680,870)               --                --
     Debt issuance costs                                                             (2,337,999)         (223,670)         (101,117)
                                                                                   ------------      ------------      ------------

                 Net cash provided by financing activities                           83,272,576         8,401,274         2,224,998
                                                                                   ------------      ------------      ------------

                 Net increase (decrease) in cash and cash equivalents                 2,003,455        (1,156,005)        1,523,915

Cash and cash equivalents:
     Beginning of period                                                                367,910         1,523,915                --
                                                                                   ------------      ------------      ------------
     End of period                                                                 $  2,371,365      $    367,910      $  1,523,915
                                                                                   ============      ============      ============
</TABLE>

                                   (Continued)

                                       F-8
<PAGE>

                  INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998

                                   (Continued)

<TABLE>
<CAPTION>
                                                                              2000               1999             1998
                                                                              ----               ----             ----
<S>                                                                        <C>               <C>               <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
     INFORMATION:

       Interest paid                                                       $ 4,030,756       $   778,710      $  188,445

       Income taxes paid                                                   $     3,114       $    12,211      $        0
                                                                           ===========       ===========      ==========

SUPPLEMENTAL DISCLOSURES OF NONCASH
     INVESTING AND FINANCING ACTIVITIES:
       Net assets and assumed certain liabilities of
         acquired businesses-
           Total assets                                                    $85,995,072       $20,114,481      $5,500,000
           Total liabilities assumed                                          (810,280)         (396,203)        (50,000)
           Amount paid through issuance of equity                                    0                 0        (100,000)
                                                                           -----------       -----------      ----------

           Net cash paid                                                   $85,184,792       $19,718,278      $5,350,000
                                                                           ===========       ===========      ==========
</TABLE>

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

                                       F-9

<PAGE>

                  INTERFOODS OF AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2000 AND 1999

1.      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

BUSINESS OPERATIONS

Interfoods of America, Inc., a Nevada corporation (the "Company"), is through
its wholly owned subsidiary, Sailormen Inc., a Florida corporation, a franchisee
and operator of Popeye's/registered trademark/Chicken and Biscuits ("Popeye's")
restaurants. The Company currently operates or subleases, pursuant to franchise
agreements with AFC Enterprises, Inc., 165 Popeye's restaurants located in
Florida, Alabama, Illinois, Georgia, Mississippi, Louisiana and Missouri and two
Church's Chicken restaurants in Florida.

The accompanying consolidated financial statements include the accounts of
Interfoods of America, Inc. ("Interfoods" or the "Company" formerly known as
Sobik's Subs, Inc.) and its wholly owned subsidiaries, SBK Franchise Systems,
Inc. ("SBK"), Sobik's Restaurant Corp. ("Restaurant"), Tropic Foods Ltd., West
Point Partners, Inc. and Sailormen, Inc. ("Sailormen"). In September 1996, the
Company changed its name from Sobik's Subs, Inc. to Interfoods of America, Inc.
Intercompany balances and transactions are eliminated in consolidation.

SBK was engaged in franchise sales of a system of producing and merchandising
distinctive specialty sandwiches, related food items and other products, under
the name "Sobik's Subs." The Company sold SBK and Restaurant in December 1997
for consideration of $1.1 million, comprised of a $500,000 promissory note due
December 4, 1998, $500,000 worth of acquirer's ("JRECK") common stock and
$100,000 cash. The $500,000 promissory note was not repaid. An extension was
negotiated with JRECK, which extended the maturity date until June 30, 1999. The
Company received additional 56,857 shares of JRECK stock as an extension fee.
Accordingly, in the fourth quarter of 1998, the promissory note was fully
reserved with a corresponding reduction of the gain on sale. The resulting net
gain of $536,237 is included as a component of other income (expense) in the
accompanying 1998 consolidated statement of operations. On June 11, 1999, a new
agreement was reached with JRECK relating to the promissory note and stock
options. A new note for $200,000 was signed. The existing investment in JRECK
stock was written down to market value and the Company also received an
additional 700,187 shares of JRECK stock. Management has elected to fully
reserve the $200,000 note. The 1999 financials statements include expenses of $
182,809 reflecting the adjustment for the impairment in the Company's investment
in JRECK, as required by SFAS 115 " Accounting for Certain Investments in Debt
and Equity Securities." In Fiscal 2000, the Company sold all the shares of JRECK
stock for $123,500 and incurred an additional adjustment of $93,691 to other
expense.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include all highly liquid investments with an original
maturity of three months or less.

CERTIFICATES OF DEPOSIT

The Company invests its excess cash in certificates of deposit which have
maturities of 12 months or less. These investments are pledged as collateral for
certain of the Company's debt.

INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out) or market and
consist primarily of restaurant food items.

REVENUE RECOGNITION

Restaurant sales are recognized at time of sale with delivery of product to the
customer.

                                      F-10

<PAGE>

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost. Furniture and equipment acquired in
exchange for restricted common stock is recorded at the fair market value of the
assets acquired. Depreciation is calculated using the straight-line method over
the following estimated useful lives:

                Building                     39 years
                Leasehold improvements       Lesser of 20 years or life of lease
                Furniture and equipment      3-10 years

START-UP COSTS

The Company currently expenses costs relating to new restaurant start-up
activities. Such costs include training and labor costs prior to opening a new
restaurant. On April 3, 1998, the Accounting Standards Executive Committee
issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up
Activities", which requires the write-off of all previously capitalized start-up
costs. The effective date of SOP 98-5 is for fiscal years beginning after
December 15, 1998. The Company adopted SOP 98-5 in Fiscal 2000. In Fiscal 1999,
the Company expensed approximately $60,000 of start-up costs. As of September
30, 2000, the Company had no remaining capitalized start-up costs.

INTANGIBLE ASSETS

Goodwill represents the excess of purchase price over the fair value of assets
and liabilities acquired in acquisitions accounted for under the purchase method
of accounting. Goodwill is amortized on a straight line basis over periods
ranging from 30 to 40 years, which management believes is a reasonable life in
light of the characteristics present in the Popeye's Franchise community. Other
intangible assets are recorded at cost and consist of franchise rights, which
are being amortized using the straight-line method over 20 years. The franchise
agreements are for an initial term of 20 years and may be extended for
additional ten-year terms upon the payment of one-half of the then-applicable
franchise fee and the execution of a renewal franchise agreement. The franchise
agreement terms require the Company to pay royalties of 5% and advertising of 3%
of net sales on a weekly basis.

Statement of Financial Accounting Standard ("SFAS") No. 121, "Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
requires that long-lived assets and certain identifiable intangibles to be held
and used or disposed of by an entity be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Under such circumstances, SFAS 121 requires that long-lived
assets and certain identifiable intangibles to be held and used or disposed of
be reported at the lower of their carrying amount or fair value less cost to
sell. Accordingly, when events or circumstances indicate that long-lived assets
may be impaired, the Company estimates the asset's future cash flows expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected future undiscounted cash flows is less than the carrying amount of the
asset, an impairment loss is recognized based on the excess of the carrying
amount over the fair value of the asset. In Fiscal 2000, the Company expensed
$47,948 relating to a store closure.

DEBT ISSUANCE COSTS

The costs of obtaining financing are deferred and included as debt issuance
costs in the accompanying consolidated balance sheets and are amortized over the
term of the loan to which such costs relate.

ADVANCED VENDOR REBATES

The Company has entered into seven-year contractual agreements with two vendors
to receive rebates for future use of its products. As a result of these
agreements, the Company received advanced rebates of $3,710,264 in Fiscal 2000
which was recorded as deferred revenue. As rebates are earned, the cost of
restaurant operations is reduced in the Consolidated Statement of Operations and
a corresponding decrease is recorded to deferred revenue in the

                                      F-11

<PAGE>

Consolidated Balance Sheet. The Company is amortizing the deferred revenue based
on gallon's purchased in accordance with the contractual agreements.

INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the amounts reported in the financial statements and the
accompanying notes. Actual results could differ from those estimates.

DISCLOSURES ABOUT FAIR VALUES
OF FINANCIAL STATEMENTS

The carrying amounts of cash, accounts receivable, and accounts payable
approximate fair value due to the short-term nature of these accounts. The fair
value of debt and redeemable preferred stock approximates the carrying value of
such accounts.

NET INCOME PER SHARE

Basic net income per common share is computed by dividing net income by the
weighted average number of common shares outstanding. Diluted net income per
common share assumes the maximum dilutive effect from stock options and warrants
and other potential dilutive securities. For all periods presented, basic and
diluted net income per share are the same. The Company currently does not have
any stock options or warrants outstanding.

NEW ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards (SFAS) 133, Accounting for
Derivative Instruments and Hedging Activities as amended by SFAS 137, Accounting
for Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133, and SFAS 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities, is effective for the Company as of
October 1, 2000. Since the Company does not hold any derivative instruments,
SFAS 133 is not expected to impact the Company.

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101"). SAB 101, as amended, summarizes certain of the SEC's views in applying
generally accepted accounting principles to revenue recognition in financial
statements. The Company does not expect SAB 101 to have an effect on the
Company's operations.

BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION

In Fiscal 1999, the Company adopted SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information", which changed the way companies report
information about operating segments. The Company has one single reporting
segment, its revenues are derived from customers located in the United States
and all of the Company's long lived assets are located in the United States.

                                      F-12

<PAGE>

2.      ACQUISITIONS

The Company made four acquisitions and the purchase of real estate on an
existing store in Fiscal 2000. Consideration for these acquisitions was
primarily cash which was generated by long term debt financing. The acquisitions
have been accounted for using the purchase method and, accordingly, the acquired
assets and assumed liabilities, including goodwill, have been recorded at their
estimated fair values as of the date of acquisition. The operations of the
acquired businesses have been included in the Company's consolidated statement
of operations since the date of each respective acquisition.

The following table sets forth businesses acquired during 2000 and the
consideration paid:

<TABLE>
<CAPTION>
                                                                      Date of                          Total
                      Acquisition                                  Acquisition                    Consideration
                      -----------                                  -----------                    -------------
                                                                                                  (In Thousands)
             <S>                                               <C>                                     <C>

             73 stores from RMS Family Restaurants             September 14, 2000                      $46,178
             Store #9 - Real Estate                            August 9, 2000                           $1,300
             One store from Jack Scoville                      July 27, 2000                              $819
             Two stores from Melin Corporation                 July 21, 2000                            $2,203
             37 stores from Ellis Enterprises                  January 11,2000                         $34,685
                                                                                                       -------

                                                                                                       $85,185
                                                                                                       =======
</TABLE>

The following table sets forth the estimated fair value of the assets acquired
for the above acquisitions (in thousands):

<TABLE>
             <S>                                                                                       <C>

             Assets, including cash                                                                    $64,988
             Goodwill                                                                                  $19,168
             Other intangibles                                                                          $1,839
             Liabilities assumed                                                                          $810
</TABLE>

The goodwill acquired is being amortized on a straight line basis over 30 years.

The following table sets forth the unaudited pro forma consolidated results of
operations for the years ended September 30, 2000 and 1999 giving effect to the
above acquisitions as if such acquisitions had occurred on October 1, 1999 and
1998 (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                             2000(Unaudited)      1999(Unaudited)

             <S>                                                                  <C>                 <C>
             Revenues                                                             $147,240            $139,879
             Net income                                                              1,829               2,266
             Basic and diluted earnings per share                                    $0.33               $0.40
</TABLE>

The above unaudited pro forma consolidated results are based upon certain
assumptions and estimates, which the Company believes are reasonable. The
unaudited pro forma consolidated results of operations may not be indicative of
the operating results that actually would have been reported had the Company
been in existence and had the acquisitions been consummated on October 1, 1999
and 1998, nor are they necessarily indicative of results which will be reported
in the future.

                                      F-13

<PAGE>

3.      PROPERTY AND EQUIPMENT

Property and equipment consist of the following at September 30:

<TABLE>
<CAPTION>
                                                                                            2000                          1999
                                                                                            ----                          ----
           <S>                                                                         <C>                             <C>
           Land                                                                        $  5,943,762                    $    305,000
           Building                                                                      38,327,738                         397,694
           Leasehold improvements                                                        15,463,287                       4,736,715
           Furniture and equipment                                                       19,307,248                       6,990,436
           Construction in progress                                                       1,851,553                          33,138
                                                                                       ------------                    ------------

                                                                                         80,893,588                      12,462,983
           Less - accumulated depreciation
                         and amortization                                                (2,815,511)                     (1,159,854)
                                                                                       ------------                    ------------

                                                                                       $ 78,078,077                    $ 11,303,129
                                                                                       ============                    ============
</TABLE>

4.      ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following at September 30:

<TABLE>
<CAPTION>
                                                                                          2000                              1999
                                                                                          ----                              ----

           <S>                                                                         <C>                              <C>
           Accounts payable                                                            $4,471,779                       $1,859,161
           Accrued payroll                                                              1,130,109                          442,772
           Accrued property taxes                                                         953,690                          332,208
           Accrued payroll and sales taxes                                              1,066,102                          315,008
           Other                                                                        1,720,060                          200,469
                                                                                       ----------                       ----------

                         Total accounts payable and
                              accrued expenses                                         $9,341,740                       $3,149,618
                                                                                       ==========                       ==========
</TABLE>

                                      F-14

<PAGE>

5.       LONG-TERM DEBT

Long-term debt consists of the following at September 30:

<TABLE>
<CAPTION>
                                                                                  2000                          1999
                                                                                  ----                          ----
      <S>                                                                           <C>                   <C>
      Note payable to a financial institution, due
      in monthly installments of $17,996 including
      fixed interest at 10.75%. The note matures in
      July 2007. Collateralized by certain of the Company
      assets. The principal balance was paid in full in Sept. 2000.                 $0                    $1,132,428

      Note payable to a financial institution, due in
      monthly installments totaling $26,584 including
      interest at 8.68% through October 2013. Collateralized
      by certain of the Company's assets.                                    2,490,298                     2,588,482

      Annual lines of credit with a financial institution
      for borrowings of $3,877,820. Interest is payable
      monthly at variable interest rates with the principal balances
      due January 20, 2001, February 28, 2001, and March 3, 2001
      subject to annual renewal approval by the
      financial institution. Collateralized by certificates
      of deposit and some of the Company assets.                             3,500,000                       250,000

      Notes payable to a financial institution, due in monthly
      installments totaling $36,659 in Fiscal 2000 and $39,170 in
      Fiscal 1999 including interest at 9.65% through April 2014.
      Collateralized by certain of the Company's assets.                     3,230,998                     3,443,943

      Notes payable to a financial institution, due in
      monthly installments totaling $46,990 including
      interest at 9.50% through April 2014. Collateralized
      by certain of the Company's assets.                                    4,294,059                     4,442,268

      Mortgage payable to a financial institution, due in
      monthly installments totaling $5,612 including
      variable interest of 9.18% at September 30,1999.
      Collateralized by land and building.
      The principal balance was paid in full in Jan. 2000.                           0                       590,836

      Notes payable to a financial institution, due in
      monthly installments totaling $368,797 including
      interest of 10.81% through November, 2019.
      Collateralized by certain of the Company assets.                      35,403,124                             0

      Notes payable to a financial institution, due in
      monthly installments totaling $398,587 including
      interest at 10.15% through April, 2019.
      Collateralized by certain of the Company's assets                     38,800,000                             0
</TABLE>

                                   (Continued)

                                      F-15

<PAGE>

LONG-TERM DEBT   (Continued)

<TABLE>
<CAPTION>
                                                                                  2000                          1999
                                                                                  ----                          ----

      <S>                                                                       <C>                                <C>
      Notes payable to a financial institution, due in
      monthly installments totaling $51,762 including
      interest at 9.84% through October 2012. Collateralized
      by certain of the Company's assets.                                       4,380,777                           0

      Mortgage notes payable to a financial institution, due in
      monthly installments totaling $11,222 including
      interest of 10.02% through September 2020.
      Collateralized by land and building                                       1,150,000                           0

      Mortgage note payable to a financial institution, due in
      monthly installments totaling $13,371 including
      interest of 10.43% through August 2020.
      Collateralized by land and building                                       1,330,374                           0

      Mortgage note payable to a financial institution, due in
      monthly installments totaling $6,960 including
      interest of 10.29% through August 2020.
      Collateralized by land and building.                                        699,129                           0

      Mortgage note payable to a financial institution,
      payable in interest only payments at 11.68%
      due October 31, 2000.
      Collateralized by land and building.                                        650,000                           0

      Mortgage note payable to a financial institution,
      payable in interest only payments at 7.0%
      due September 13, 2001. Collateralized by land and building.              1,047,565                           0

      Mortgage payable to a financial institution,
      payable in interest only payments at 11.623% due
      October 14, 2000. Collateralized by certain of the Company's assets.        600,000                           0

      Mortgage note payable to a financial institution, due in
      monthly installments totaling $4,055 including
      interest at 8.00% through August 2005.                                      197,278                           0

      Equipment notes payable to a financial institution,
      due in monthly installments totaling $13,556 including
      interest at various rates ranging from 10% to 11.14%
      Collateralized by certain of the Company's assets.
      With maturities ranging from March 2005 through August 2007.                745,240                     390,833
                                                                              -----------                ------------

                                                                               98,518,842                  12,838,790

      Less - current portion                                                   (8,007,819)                   (794,923)
                                                                              -----------                ------------

      Long-term debt                                                          $90,511,023                 $12,043,867
                                                                              ===========                 ===========
</TABLE>

                                   (Continued)

                                      F-16

<PAGE>

LONG-TERM DEBT   (Continued)

Annual maturities of long-term debt as of September 30, 2000 are as follows:

           2001                                              8,007,819
           2002                                              2,521,724
           2003                                              2,790,170
           2004                                              3,087,304
           2005                                              3,412,195
           Thereafter                                       78,699,630
                                                           -----------
                                                           $98,518,842
                                                           ===========

         The new notes payable obtained from American Commercial Capital in
Fiscal 2000 and Fiscal 1999 includes certain restrictive covenants, including
maintenance of certain prescribed debt and fixed charge coverage ratios and
limitation on the incurrence of additional indebtedness without prior written
consent. As of September 30, 2000, management believes that the Company was in
compliance with the restrictive covenants.

6.       CAPITAL LEASE


In connection with one of its acquisitions in Fiscal 2000, the Company assumed
capital leases for certain equipment. The leases are treated as capital leases
for financial statement purposes, and the remaining obligation is $671,393, at
September 30, 2000. The related cost of $671,393 is recorded in property and
equipment at September 30, 2000. The term of the leases range from 7 months to
19 months and the monthly lease payments range from $5,125 to $13,616.

The following is a schedule of equipment under capital leases as of September
30, 2000:

                  Equipment                                   $671,393
                  Less: Accumulated amortization:             $  2,797
                                                              --------
                                                              $668,596
                                                              --------

The minimum future payments on the capital leases are as follows:

                  2001                                        $551,799

                  2002                                        $185,477

                  Total minimum lease payments                $737,276

                  Less: Amount representing interest          $ 65,883
                                                              --------

                  Present value of minimum lease payments     $671,393

                  Less: Current portion:                      $502,679
                                                              --------

                  Long-term obligation under capital leases   $168,714
                                                              --------

7.      COMMON AND PREFERRED STOCK


On April 22, 1997, the Company acquired 1,030,000 shares of its common stock
from a former director in exchange for 430,000 shares of mandatorily redeemable
Restricted Class B preferred stock, which are redeemable monthly at a rate of
5,000 shares for $5,000 per month for 86 months. No dividends are paid on this
preferred stock. During each of the two years ended September 30, 2000 and 1999,
the Company redeemed 60,000 of these preferred shares for

                                      F-17

<PAGE>

COMMON AND PREFERRED STOCK   (Continued)


$60,000. All remaining outstanding preferred stock was redeemed in October 2000
for $225,000.

During 1998, the Company issued 5,731 shares of common stock to its board of
directors. Also in 1998, the Company issued 33,838 shares of common stock to its
employees as bonuses. Compensation expenses of $24,720 were recorded in
connection with this issuance.

In 1999, the Company issued 8,426 shares of common stock to its employees as
bonuses. Compensation expense of $27,375 was recorded in connection with this
issuance.

In 2000, the Company purchased on the open market 572,066 shares of its common
stock for a total cost of $680,870. As of September 30, 2000 the shares are
being held as Treasury Stock.

8.      RELATED PARTY TRANSACTIONS

In 1998, the Company entered into an aircraft lease agreement with Elk River
Aviation, Inc., an affiliate controlled by the Company's CEO and President. The
Company, agreed to pay an amount of $1,100 per hour on an as needed basis for
usage of the airplane. Elk River was responsible for all operating expenses such
as pilot salary, insurance, fuel, and maintenance. Subsequently, the lease rate
was amended to $1,500 per hour in June 1999. The Company incurred expenses
related to the use of the airplane of approximately $724,000, $440,000, and
$453,000, in 2000, 1999 and 1998, respectively. In Fiscal 2000, the Company
fully reserved for a deposit of $160,439 with Elk River Aviation as its
collectibility was deemed to be uncertain.

On July 21, 2000, the Company entered into a $2,200,000 investment in land and
building for two Popeye's Chicken and Biscuit Restaurants on the West Coast of
Florida. Financing of $1,632,000 was obtained from Franchise Finance Corporation
of America in connection with this transaction. The Company leased the
operations to T.T. & D Foods Inc., a company controlled by a related party of
the Company's C.E.O. The terms of the lease derives an annual receipt of
$282,568, which approximates fair market value, while the mortgage for the
buildings and equipment requires an annual outflow of $222,662. During Fiscal
2000, the Company netted $36,135 income from this transaction.

9.      INCOME TAXES


The components of the income tax provision for federal income taxes for 2000,
1999 and 1998 are as follows:

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

           Current               $      --        $      --      $      --
           Deferred               (216,029)        (130,370)      (114,095)
                                 ---------        ---------      ---------
                                 $(216,029)       $(130,370)     $(114,095)
                                 =========        =========      =========

                                      F-18

<PAGE>

The tax effects of temporary differences that give rise to deferred tax assets
and deferred tax liabilities at September 30, 2000 and 1999 are presented below:

                                                        2000             1999
                                                        ----             ----
         Depreciation and amortization               (1,218,166)      $(607,481)
         Gain deferred for book purposes                283,376         106,916
         Capital losses                                 109,156          98,705
         Other                                          (38,670)        (14,941)
         Net operating loss carryforward                568,710         337,236
                                                    -----------       ---------
         Net deferred income tax asset (liability)  $  (295,594)      $ (79,565)
                                                    -----------       ---------

At September 30, 2000, the Company had net operating loss carryforwards
available to offset future taxable income and tax liabilities of approximately
$1,500,000, that expire primarily in 2020. The Company believes that it is more
likely than not that all of the net operating loss carryforwards will be
utilized prior to their expiration, based on the Company's estimates of its
future earnings and the expected timing of temporary difference reversals.
Accordingly, there's no valuation allowance recorded as of September 30, 2000.

The effective income tax provision (benefit) on pre-tax income (loss) differed
from the provision computed at the U.S. Federal statutory rate for the following
reasons:

<TABLE>
<CAPTION>
                                                              2000               1999                1998
                                                              ----               ----                ----
           <S>                                             <C>                <C>                 <C>
           (Provision) Benefit computed at Federal
                 statutory rate of 34%                     $(186,920)         $   5,302           $  14,471
           Non-deductible goodwill                           (55,150)           (37,824)            (19,808)
           State income taxes, net of federal benefit        (26,135)            (4,152)                 --
           Penalties                                          (4,762)           (31,063)                 --
           Net operating losses                                   --                 --            (124,295)
           Other                                              56,938            (62,633)             15,537
                                                           ---------          ---------           ---------
                                                           $(216,029)         $(130,370)          $(114,095)
                                                           ---------          ---------           ---------
</TABLE>

10.  COMMITMENTS AND CONTINGENCIES

a.  Office and Store Leases

During September 1996, under a sale-leaseback agreement, the Company sold five
owned stores (land and buildings) for $2,230,000 and leased them back under
twenty-year operating lease agreements. The transactions resulted in a total
gain of $309,741, which has been deferred and is being amortized over the
twenty-year lease terms. Proceeds from the sale were used to pay off existing
notes payable and other current liabilities. During December 1996, under a
sale-leaseback agreement, the Company sold a store for $425,000 and leased the
store back under a twenty-year operating lease. The transaction has resulted in
a gain of $100,000, which has been deferred and is being amortized over the
twenty-year lease term.

During December 1997, under a sale-leaseback agreement, the Company sold eight
owned stores (land and buildings) for approximately $3,700,000 and leased them
back under twenty-year operating lease agreements. The transactions resulted in
a gain of approximately $530,000, which is being amortized over the twenty-year
lease term. During July 1998, under a sale and leaseback agreement, the Company
sold two owned stores (land and buildings) for $1,650,000 and leased them back
under twenty-year operating lease agreements.

During March 1999, under a sale-leaseback agreement, the Company sold twenty
owned stores (land and buildings) for approximately $12,800,000 and leased them
back under twenty-year operating lease agreements. During July 1999, under a
sale and leaseback agreement, the Company sold two owned stores (land and
buildings) for $1,100,000 and leased them back under twenty-year operating lease
agreements. During August 1999, under a sale-leaseback agreement, the Company
sold one owned store (land and building) for $530,370 and leased it back under a
twenty-year operating lease agreement.

                                      F-19

<PAGE>

Future minimal rental commitments for operating leases over the next five years
with noncancellable terms in excess of one year as of September 30, 2000, are as
follows:

           2001                                       $ 5,451,000
           2002                                         5,484,000
           2003                                         5,477,000
           2004                                         5,411,000
           2005                                         5,451,000
           Thereafter                                  34,574,000
                                                       ----------

                                                      $61,848,000
                                                      ===========

Rent expense for the years ended September 30, 2000, 1999, and 1998 was
$3,509,961, $2,525,779, and $1,511,228 respectively.

b.  Litigation

In November 1997, the former chairman of the board of directors of the Company
filed suit against the Company and the current chairman of the board and chief
executive of the Company for an injunction and damages resulting from an alleged
breach of contract by the Company. The suit alleges that the Company breached an
agreement to repurchase 150,000 shares of common stock at a price of
approximately $130,000. In October 2000, the Company settled the suit by
purchasing all of the outstanding shares of the Company's preferred stock for
$225,000 and paid an additional $15,000 for the settlement. The $15,000 was
recorded as an expense in fiscal 2000.

The Company is also subject to other legal proceedings which arise in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability, if any, in excess of applicable insurance coverage, is not
likely to have a material effect on the financial position of the Company.

11.      RETIREMENT AND SAVINGS PLAN

The Company started a 401(k) retirement and savings plan during Fiscal 2000.
Eligible employees are allowed to contribute up to 15% of their compensation
annually. The Company did not match any portion of the employee contributions
during Fiscal 2000

12.  QUARTERLY FINANCIAL DATA (UNAUDITED)


<TABLE>
<CAPTION>
                                                        First                Second               Third             Fourth
                                                       Quarter              Quarter             Quarter            Quarter
                                                       -------              -------             -------            -------
<S>                                                <C>                 <C>                  <C>                <C>
Fiscal Year ended September 30, 2000

Revenues:                                          $12,494,684         $19,965,480          $20,906,917        $24,222,048

Operating income                                       858,877           1,791,683            1,715,474          1,330,207

Net income (loss)                                     $306,284            $288,831             $299,917        $  (513,898)
                                                   ===========         ===========          ===========        ===========

Net income (loss) per share, basic and diluted           $0.05               $0.05                $0.06             $(0.10)
                                                         =====               =====                =====             ======
</TABLE>

                                      F-20

<PAGE>

<TABLE>
<CAPTION>
                                                        First                Second               Third             Fourth
                                                       Quarter              Quarter             Quarter            Quarter
                                                       -------              -------             -------            -------
<S>                                                <C>                 <C>                  <C>                <C>
Fiscal Year ended September 30, 1999

Revenues:                                           $6,042,873          $7,432,948          $11,849,198        $12,471,373

Operating income (loss)                                (70,477)            339,513              510,834            507,269

Net income (loss)                                   $ (160,381)         $ (189,391)         $    85,099        $   118,349
                                                    ==========          ==========          ===========        ===========

Net income (loss) per share, basic and diluted          $(0.03)             $(0.03)               $0.01              $0.02
                                                        ======              ======                =====              =====


</TABLE>

                                      F-21

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                           DESCRIPTION
-------                           -----------

 27.1                             Financial Data Schedule