UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(Mark One)
  [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 2000

         OR

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

         For the transition period from __________ to __________

                       Commission File Number - 000-27015

                           CHICKEN KITCHEN CORPORATION
             (Exact name of registrant as specified in its charter)

                 Florida                                 59-3283225
      (State or other jurisdiction of                  (IRS Employer
       incorporation or organization)                Identification No.)

                        770 Ponce de Leon Blvd, Suite 200
                           Coral Gables, Florida 33134
          (Address of principal executive offices, including zip code)

                                 (305) 774-9700
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                            Yes [X]      No [ ]

Number of shares of common stock, $.01 par value per share, outstanding as of
February 15, 2001: 13,317,604

<PAGE>

                              Chicken Kitchen Corp.
                                      Index

                                                                            Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Balance Sheet at September 30, 2000 and March 31, 2000             3

Condensed Statements of Operations for the three months
   and six months ended September 30, 2000 and 1999                          4

Condensed Statement of Cash Flows for the six months ended
   September 30, 2000 and 1999                                               5

Notes to Condensed Consolidated Financial Statements                         6

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                  9

                                       2
<PAGE>

                           CHICKEN KITCHEN CORPORATION
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                           September 30,     March 31,
                                                                               2000            2000
                                                                            -----------     -----------
                                   ASSETS                                    UNAUDITED
<S>                                                                         <C>             <C>
CURRENT ASSETS:
  Cash and cash equivalents                                                 $    51,835     $   137,296
  Prepaid advertising                                                           100,000         100,000
  Prepaid rent                                                                   55,401              --
  Other current assets                                                          146,589         100,655
                                                                            -----------     -----------
     Total Current Assets                                                       353,825         337,951
                                                                            -----------     -----------
PROPERTY AND EQUIPMENT, net                                                     607,888         643,070
INTANGIBLE ASSETS, net                                                        1,053,395       1,146,302
OTHER ASSETS                                                                     98,722          53,726
NOTE RECEIVABLE FROM AND ADVANCES TO PRINCIPAL STOCKHOLDER
                                                                                262,921         213,490
                                                                            -----------     -----------
         Total Assets                                                       $ 2,376,751     $ 2,394,539
                                                                            ===========     ===========
                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Note payable and accrued interest                                         $    95,000     $   121,403
  Current portion of settlement fee due to preferred stockholders                    --         300,000
  Current portion of equipment notes                                             18,760          30,690
  Accounts payable                                                              649,152         485,500
  Accrued expenses                                                              408,870         399,513
  Deferred franchise fees                                                       310,000         120,000
  Reserve for impairment loss                                                   100,000         100,000
                                                                            -----------     -----------
     Total Current Liabilities                                                1,581,782       1,557,106
                                                                            -----------     -----------
LONG TERM OBLIGATIONS:
  Long term portion of settlement fee due to preferred stockholders             150,000         150,000
  Long term portion of equipment notes                                           28,462          11,136
                                                                            -----------     -----------
                                                                                178,462         161,136
                                                                            -----------     -----------

COMMITMENTS AND CONTINGENCIES                                                        --              --

STOCKHOLDERS' EQUITY:
  Series A, convertible preferred stock, $0.0005 par value; 1,000,000
     shares authorized; 3,880 and 3,880 shares issued and outstanding,
     respectively                                                                     2               2
  Common stock Class A, $0.0005 par value; 50,000,000 shares authorized;
     12,298,654 and 11,907,954 issued; and 12,298,654 and 11,807,954
     outstanding, respectively                                                    6,149           5,904
  Common stock Class B, $0.0005 par value; 15,000,000 shares authorized;
     1,018,950 and 1,018,950 issued and outstanding                                 509             509
  Additional paid-in capital                                                  5,589,411       5,448,553
  Accumulated deficit                                                        (4,979,564)     (4,778,671)
                                                                            -----------     -----------
     Total Stockholders' Equity                                                 616,507         676,297
                                                                            -----------     -----------
         Total Liabilities and Stockholders' Equity                         $ 2,376,751     $ 2,394,539
                                                                            ===========     ===========
</TABLE>

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

                                       3
<PAGE>

                           CHICKEN KITCHEN CORPORATION
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                         Three Months Ended                Six Months Ended
                                                    September 30,    September 30,    September 30,    September 30,
                                                        2000             1999             2000             1999
                                                    ------------     ------------     ------------     ------------
<S>                                                 <C>              <C>              <C>              <C>
REVENUES:
  Food and beverage sales                           $  1,702,594     $  1,829,450     $  3,533,771     $  3,817,199
  Commissary sales to franchisees                        230,685               --          388,500               --
  Franchise revenues                                      31,237           76,350
                                                    ------------     ------------     ------------     ------------
     Total revenues                                    1,964,516        1,829,450        3,998,621        3,817,199
                                                    ------------     ------------     ------------     ------------
OPERATING EXPENSES:
  Cost of sales                                          854,429          673,464        1,691,543        1,543,703
  Labor and employee benefits                            485,624          512,543        1,031,136        1,120,744
  Direct operating expenses                              295,210          345,460          600,235          624,505
  Consulting fees                                         27,955           20,100           50,845           36,961
  Administrative and general                             297,806          445,911          622,767          733,364
  Depreciation and amortization                           89,183           99,541          174,437          198,659
                                                    ------------     ------------     ------------     ------------
     Total operating expenses                          2,050,207        2,097,019        4,170,963        4,257,936
                                                    ------------     ------------     ------------     ------------

     Loss from operations                                (85,691)        (267,569)        (172,342)        (440,737)

OTHER INCOME (EXPENSE):
  Litigation settlement                                  (27,000)              --          (27,000)              --
  Net realized and unrealized gains on
     sales of marketable securities                           --               --               --            7,075
  Other, net                                               2,095           (1,736)          (1,551)          (7,140)
                                                    ------------     ------------     ------------     ------------
     Total other (expense) income, net                   (24,905)          (1,736)         (28,551)             (65)
                                                    ------------     ------------     ------------     ------------
     Loss before income taxes                           (110,596)        (269,305)        (200,893)        (440,802)

INCOME TAXES                                                  --               --               --               --
                                                    ------------     ------------     ------------     ------------
     Net loss                                           (110,596)        (269,305)        (200,893)        (440,802)

PRO RATA PORTION OF PREFERRED DIVIDENDS (Note 5)              --          (77,600)              --         (155,200)
                                                    ------------     ------------     ------------     ------------
     Net loss applicable to common stockholders     $   (110,596)    $   (346,905)    $   (200,893)    $   (596,002)
                                                    ============     ============     ============     ============
Weighted Average Common Shares Outstanding            13,189,325       12,826,904       13,015,771       12,811,080
                                                    ============     ============     ============     ============
Net Loss Per Common Share (Note 3)                  $      (0.01)    $      (0.03)    $      (0.02)    $      (0.05)
                                                    ============     ============     ============     ============
</TABLE>

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

                                       4
<PAGE>

                           CHICKEN KITCHEN CORPORATION
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                              For the Six Months Ended
                                                                            September 30,   September 30,
                                                                                2000            1999
                                                                              ---------       ---------
<S>                                                                           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                    $(200,893)      $(440,802)
  Adjustments to reconcile net loss to net cash provided by (used in)
     operating activities:
       Depreciation and amortization                                            174,437         198,659
       Amortization of prepaid rent                                               8,832              --
       Realization of deferred franchise fees                                   (25,000)             --
       Issuance of stock in connection with employment agreement                  3,700              --
       Issuance of stock in connection with litigation settlement                27,000              --
       Decrease in note payable in connection with litigation settlement        (26,403)             --
       Net realized and unrealized gains on sales of marketable securities
                                                                                     --          (7,075)
       Changes in operating assets and liabilities:

           Payment of litigation settlement                                    (300,000)             --
           Sale of marketable securities, net                                        --         157,850
           Other current assets                                                 (45,934)         31,346
           Advances to principal stockholder                                    (49,431)       (116,873)
           Other assets                                                           1,174         (17,456)
           Accounts payable and accrued expenses                                173,009          54,224
           Increase in note payable due to interest                                  --           9,000
           Deferred franchise fee                                               215,000              --
                                                                              ---------       ---------
     Net cash provided by (used in) operating activities                        (44,509)       (131,127)
                                                                              ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                            (46,348)        (42,286)
                                                                              ---------       ---------
     Net cash provided by (used in) investing activities                        (46,348)        (42,286)
                                                                              ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase of equipment notes                                                     5,396              --
  Sale (purchase) of treasury stock                                                  --           9,595
                                                                              ---------       ---------
     Net cash provided by (used in) financing activities                          5,396           9,595
                                                                              ---------       ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                (85,461)       (163,818)
                                                                              ---------       ---------
CASH AND CASH EQUIVALENTS, beginning of year                                    137,296         183,430
                                                                              ---------       ---------
CASH AND CASH EQUIVALENTS, end of year                                        $  51,835       $  19,612
                                                                              =========       =========
SUPPLEMENTAL DISCLOSURES:
  Cash paid for interest expense                                              $   5,828       $      --
                                                                              =========       =========
  Cash paid for income taxes                                                  $      --       $      --
                                                                              =========       =========
</TABLE>

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

                                       5
<PAGE>

                           CHICKEN KITCHEN CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS

         The Company is engaged in the business of operating "Chicken Kitchen"
         restaurants and selling franchises. The restaurants feature a menu
         focused on marinated grilled chicken and capitalizes on the current
         consumer preference for healthier, lower-fat foods. During the year
         ended March 31, 1999, the Company began the selling of franchise
         locations. The franchise agreement grants the franchisee a
         non-exclusive license to open and operate a "Chicken Kitchen"
         restaurant for a 20-year period, with one additional 20-year option.
         The Company collects an initial franchise fee of $30,000, royalty fees
         and a percentage of revenues for advertising. At September 30, 2000 and
         March 31, 2000, the Company had 5 and 6 Company owned restaurants,
         respectively, located in South Florida. One franchise restaurant was
         opened during the six months ended September 30, 2000, and there were 3
         franchise restaurants operating in South Florida at September 30, 2000.

2. BASIS OF PRESENTATION

         Basis of Presentation

         The accompanying unaudited condensed financial statements of the
         Company have been prepared in accordance with generally accepted
         accounting principles for interim financial information and with the
         instructions for Form 10-QSB and Item 310(b) of Regulation S-B. These
         financial statements do not include all information and notes required
         by generally accepted accounting principles for complete financial
         statements, and should be read in conjunction with the audited
         financial statements and notes thereto included in the Company's annual
         report on Form 10-SB for the year ended March 31, 2000. The March 31,
         2000 fiscal year end condensed balance sheet data was derived from
         audited financial statements but does not include all disclosures
         required by generally accepted accounting principles. The financial
         information furnished reflects all adjustments, consisting only of
         normal recurring accruals which are, in the opinion of management,
         necessary for a fair presentation of the financial position, results of
         operations and cash flows for the periods presented. The results of
         operations are not necessarily indicative of results of operations,
         which may be achieved in the future.

3. LOSS PER SHARE

         Basic loss per common share is computed by dividing net loss
         attributable to common stockholders (net loss plus the pro rata portion
         of preferred dividends) by the weighted average number of shares of
         common stock outstanding during the year. Diluted loss per share, which
         assumes that the convertible preferred stock is converted into Class A
         voting common stock and the stock options to purchase shares of Class A
         voting common stock are exercised, is not presented because the effect
         would be anti-dilutive for both 2000 and 1999. The weighted average
         shares outstanding used in the computation of net loss attributable to
         common shares are as follows:

                               Weighted Average Shares Outstanding
                                             (UNAUDITED)
                       -----------------------------------------------------
                       For the Three Months Ended   For the Six Months Ended
                              September 30,              September 30,
                           2000          1999          2000          1999
                        ----------    ----------    ----------    ----------
Class A common stock    12,170,375    11,807,954    11,996,821    11,792,130
Class B common stock     1,018,950     1,018,950     1,018,950     1,018,950
                        ----------    ----------    ----------    ----------
                        13,189,325    12,826,904    13,015,771    12,811,080
                        ==========    ==========    ==========    ==========

                                       6
<PAGE>

4. STOCKHOLDERS' EQUITY

         During the three months ended September 30, 2000, the Company entered
         into a lease agreement with an unrelated third party for its corporate
         offices. The Company issued 380,700 shares of restricted Class A common
         stock, valued at $110,403 ($0.29 per share, the fair market value of
         the stock on the date of the agreement) for a 2 year lease agreement.
         Under the lease agreement, the Company is responsible for monthly sales
         tax and maintenance. The Company has recorded the issuance of the
         common stock as Prepaid rent and is amortizing the amount over the
         lease term (24 months).

         During the three months ended June 30, 2000, 10,000 shares of Class A
         common stock were issued in connection with an employment agreement.

5. PREFERRED STOCKHOLDER SETTLEMENT

         In July 2000, the Company entered a settlement agreement for alleged
         breaches of a subscription agreement to convert preferred shares into
         restricted common stock, brought by preferred stockholders. The
         settlement requires the Company to convert the preferred stock into
         16,000,000 shares of restricted Class A common stock, and further
         requires the Company to pay the preferred stockholders $350,000 at the
         closing of formal documentation, and, issue a promissory note for, at
         the election of the preferred stockholders, either an additional
         $100,000 six months after the closing, or $150,000 one year after the
         closing. The promissory note will be secured by 500,000 shares of the
         Company's Class A common stock owned by the Company's president. The
         preferred stockholders will also enter into a voting agreement binding
         themselves to vote their exchanged shares pursuant to the
         recommendation of the Company's board of directors. No dividends will
         be due or paid on the converted preferred stock. During the three
         months ended September 30, 2000, the Company paid $350,000 to the
         preferred stockholders ($50,000 which was previously held in escrow).
         The Company is currently in the process of converting the preferred
         stock into the 16,000,000 shares of restricted Class A common stock.

6. COMMITMENTS AND CONTINGENCIES

         (A) Closing of Restaurant Location

         In May 2000, the Company closed one of its restaurant locations and
         realized an impairment loss of $403,080, which the Company recognized
         at March 31, 2000, relating to the write-off of $379,543 of intangible
         assets and $23,537 of equipment. The Company also provided $100,000 for
         possible future lease and/or settlement payments as of March 31, 2000.
         The Company vacated the leased premises, and the landlord sought
         damages for the remaining lease payments under the lease term. The
         Company filed counter claims against the landlord. During the three
         months ended September 30, 2000, the Company entered into a settlement
         agreement with the landlord. The restaurant location has been re-leased
         and the Company will receive $100,000 from the new tenant for
         equipment, furniture and leasehold interest, pursuant to the bill of
         sale. This amount was not anticipated and was not considered at
         year-end when the Company determined the impairment loss. The
         settlement agreement requires the Company to instruct the buyer to pay
         the $100,000 directly to the landlord and also for the Company to make
         a payment of $5,000. The Company will recognize $167,263 as income
         during the three months ended December 31, 2000, related to the
         reversal of the excess impairment reserve and approximately $72,263
         related to accounts payable and accrued expenses recorded at March 31,
         2000, which were not paid to the landlord.

                                       7
<PAGE>

         (B) Litigation

         Leased Premises Litigation

         The Company is currently a defendant in a lawsuit, filed by the lessor
         of a restaurant site, for eviction, based on alleged non-monetary
         breaches of the provisions of the written lease agreement. The Company
         is vigorously defending the lawsuit. The action remains pending, and
         while the Company is confident in its position, an eviction from the
         premises would have a materially adverse effect on the operating cash
         flow of the Company. As the case has not yet been set for trial, legal
         counsel has advised the Company that it is not possible to determine
         whether, and to what extent if any, the Company might suffer adverse
         judgements. The parties have recently begun to discuss a possible
         settlement of the action.

         Guarantee Litigation

         A non-interest bearing note payable made in connection with the
         acquisition of restaurant assets and a location is collateralized by
         100,000 issued shares of the Company's restricted Class A common stock
         held in escrow. The note was due in February 1999 and has not yet been
         repaid by the Company. The Company believed it had the right, under the
         governing documents, to satisfy the note with the escrowed stock. The
         holder of the note declined to accept the stock as payment and had
         brought a lawsuit for eviction, based on a cross-default provision in
         the promissory note and lease. During the three months ended September
         30, 2000, the Company entered into a settlement agreement with the
         landlord, whereby the Company shall pay the landlord $95,000 on or
         before May 20, 2001. The $95,000 is payable through the following
         method: 1) the Company will issue stock to Cafe 1429, which will be
         sold through market makers in sufficient amounts and the proceeds
         (after expenses and commissions) will reduce the amount owed plus 2)
         monthly payments of $3,000 commencing on September 15, 2000 through May
         15, 2001. Any balance shall then be payable on May 20, 2001. The
         100,000 shares held in escrow were transferred to the landlord, who can
         sell the shares, on June 21, 2000, when the market price of the stock
         was $0.27 per share; however, pursuant to the agreement, none of the
         proceeds will be applied against the amount owed.

         Other Litigation

         The Company is also currently a defendant in a lawsuit filed during
         October 1999 by a former supplier of its chicken products for
         non-payment. As the lawsuit is in the discovery stage, legal counsel
         has advised the Company that it is not possible to determine whether,
         and to what extent if any, the Company might suffer adverse judgements.
         The Company is vigorously defending the action and has asserted counter
         claims.

7. RELATED PARTIES

         In June 2000, the Company entered into an employment agreement with the
         President / Principal Stockholder. The agreement calls for a base
         salary of $300,000 per year and the right to open up to ten franchise
         locations which will be exempt from the payment of the franchise fees
         and royalties (an "Exempt Franchise"). The Principal Stockholder will
         receive a $1,000,000 settlement payment if the Company terminates the
         agreement without cause or if the Principal Stockholder terminates the
         agreement with cause. The employment agreement also specifies that for
         each franchise agreement entered and opened by the Company, including
         the franchises opened during fiscal 2000, the Principal Stockholder
         will be granted the option to purchase 100,000 shares of Class A common
         stock, or the right to open an additional Exempt Franchise. However,
         the issuance of the options or additional franchises will only be made
         upon the occurrence of certain situations, as defined, such as
         voluntary or involuntary termination of the Principal Stockholder,
         change in control of the Board of Directors, leveraged buy-out, merger,
         or court order.

         During the six months ended September 30, 2000, the Company made net
         advances to the Principal Stockholder in the amount of $49,431.

                                       8
<PAGE>

8. SUBSEQUENT EVENT

         During December 2000, the Company entered into an agreement to sell a
         restaurant location to a prospective franchisee for $290,000. The
         franchisee will also pay a franchise fee of $30,000. The Company will
         sublease the restaurant location to the franchisee until the lease
         expires (October 2005). $160,000 of the purchase price is due in
         October 2005 and is contingent on the franchisee extending the existing
         lease or obtaining a new lease. The $160,000 will be recorded if the
         franchisee extends the lease or enters into a new lease agreement. The
         amount bears interest at 5% per year.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
      THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED
                               SEPTEMBER 30, 1999

         This Form 10-Q contains various "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. Forward-looking
statements represent the Company's expectations or belief concerning future
events, including the following: any statements regarding future sales or
expenses, any statements regarding the continuation of historical trends, and
any statements regarding the sufficiency of the Company's working capital and
cash generated from operating and financing activities for the Company's future
liquidity and capital resources needs. Without limiting the foregoing, the words
"believes," "anticipates," "plans," "expects," and similar expressions are
intended to identify forward-looking statements. The Company cautions that those
statements are further qualified by important economic and competitive factors
that could cause actual results to differ materially from those in the
forward-looking statements, including, without limitation, risks of the
restaurant industry, including a highly competitive industry and the impact of
changes in consumer tastes, local, regional and national economic conditions,
demographic trends, traffic patterns, employee availability and cost increases.
In addition, the opening and success of new restaurants will depend on various
factors, including the availability of suitable sites for new restaurants, the
negotiation of acceptable lease or purchase terms for new locations, permitting
and regulatory compliance, the ability of the Company to manage the anticipated
expansion and hire and train personnel, the financial viability of the Company's
franchisees, particularly multi-unit operators, and general economic and
business conditions. Accordingly, such forward-looking statements do not purport
to be predictions of future events or circumstances and may not be realized.

Restaurant sales for the three months ended September 30, 2000 decreased by
$126,856 or 6.9%. The decrease was due to the closing of the bayside location
and loss of its prior revenues although same store sales comparisons were
positive in the remaining restaurants. Total company revenues increased by 7.3%
or $135,066 due to the recognition of franchise fees and royalties received from
franchisees.

Cost of sales increased as a percentage of sales to 43.49% compared to 36.81% in
the compariable quarter of the prior year. the increase was due to higher raw
product cost.

Labor and employee benefits which consists of wages, payroll taxes and other
benefits and insurance costs for salaried and hourly employees decreased to
24.72% as a percentage of sales compared to 28.02% during the comparable
quarter. The decrease was due to the closing of the Bayside location which
required high cost labor staffing.

                                       9
<PAGE>

Direct operating expenses consist of all restaurant operating costs other that
the cost of sales and payroll expenses and include occupancy costs, utilities
and other direct costs. these expenses increased 24.53% to 21.90% from the
comparable quarter. This increase was due to costs associated with the closing
of the Bayside location and settlement of the Cafe 1429 Lawsuit.

Consulting fees increased to $27,955 an increase of $7,855 from the comparable
quarter. The increase is attributed to cost incurred in Real estate site
selection for the franchisees.

Administrative and general expenses for the 2000-quarter decreased by $148,105
when compared to the 1999 quarter. Settlement of various lawsuits contributed to
the decrease.

Depreciation and amortization decreased 10.41% from the comparable quarter. The
decrease is due to the write-off of equipment associated with the Bayside
closing.

The decrease in the net loss from ($267,569) to ($85,691) is primarily
attributed to the settlement of law suits, closing of an unprofitable location,
and the realization of franchise fee income and royalties.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2000 the Company had cash on hand of $51,835, and other
current assets of $301,990. Total current liabilities are $1,581,782, and are
comprise of ; Note payable and accrued interest, $95,000; Current portion of
equipment notes, $18,760; Accounts payable, $649,152;Accrued expenses, $408,870;
Deferred Franchise fees, $310,000; and Reserve for impairment, $100,000. The
company had long term debt of $178,462 and a working capital deficit of
($1,227,957) as of September 30,2000.

The working capital deficit is primarily the result of continuing losses. Also
contributing to the working capital deficit was an increase in Note receivable
fro and Advances to Principal Stockholder in the amount of $49,431.

LOSSES INCURRED IN OPERATIONS / MODIFIED ACCOUNTANTS' REPORT

         We have incurred losses from our operations since inception and we had
a working capital deficit of $1,227,957 at September 30, 2000. Our independent
accountants have modified their report to our year-end, March 31, 2000,
financial statements to reflect doubt as to our ability to continue as a going
concern.

         We currently operate four restaurants and are engaged in franchising
operations with four franchised unit open and operating. Management believes
that cash on hand and cash generated from operations together with Franchise
Fees and Royalty payments will be sufficient to fund operations. However, no
assurance can be given that additional funds will not be required prior to the
expiration of such period or that any funds which may be required will be
available, if at all, on acceptable terms. If additional funds are required, the
inability of the Company to raise such funds will have an adverse effect upon
its operations. To the extent that additional funds are obtained by the sale of
equity securities, the stockholders may sustain significant dilution. If
adequate capital is not available, the Company will have to reduce or eliminate
its planned expansion activities, which could otherwise ultimately provide
significant revenue to the Company.

         We have no arrangements or understandings with respect to additional
financings, and any expansion of the Company's restaurants could require that
the Company's raise additional funds. In addition,

                                       10
<PAGE>

expansion of the Company's restaurant and franchising expectations may require
additional capital. There can be no assurance that the Company will be able to
continue to expand or to obtain sufficient capital in the future, nor the terms
on which capital may be obtained. The Company has no lines of credit available
to it at this time.

                                     PART II

ITEM 1. Legal Proceedings

On February 23, 1998, Mr. Daniel Hitchcock, landlord for the restaurant located
in South Miami, Florida, at 7315 S.W. 57th Avenue, filed a lawsuit Case No.:
98-24433 CA 41, pending in the Circuit Court of the Eleventh Judicial Circuit in
and for Miami-Dade County, Florida, seeking eviction of the Company for alleged
non-monetary breaches of the provisions of the written lease agreement,
including a limitation on seating to 17 persons and a requirement of no outdoor
seating. The Company is vigorously defending the lawsuit, based on the prior and
subsequent oral agreement of the parties that the Company could have as many
seats within the premises as the law would otherwise allow. The action remains
pending, and while the Company is confident in its position, an eviction from
these premises would have a very adverse effect on the operating cash flow of
the Company, and the outcome at trial cannot be predicted. The case has not yet
been set for trial, and the Company has recently asserted claims against the
persons who designed the restaurant at issue, seeking recovery against them for
any damages the Company may suffer in this case.

         The Company is defending a lawsuit styled Agricola Coco Bohn, S.A., et
al, v. Chicken Kitchen Corporation, etc., et al.: Case number 99-4608 CA 0
pending in the Circuit Court of the Eleventh Judicial Circuit in and for
Miami-Dade County, Florida. The background of this lawsuit surrounds the
entitlement of the holders of the Series A Preferred Stock to convert their
preferred stock for restricted class A common stock in accordance with the terms
of the Subscription Agreement through which the Series A Preferred Stock was
issued. The Company is vigorously defending the lawsuit, alleging as its primary
defense that the holders of the Series A Preferred Stock illegally and
improperly manipulated the market for the Company's common stock, and thus,
would have no right to convert their Series A Preferred Stock to common. The
Company has agreed in principal to settle this litigation with all of the Series
A Preferred Stockholders (the "Shareholders"). The proposed settlement would
require the Company to: (i) convert the Shareholders' preferred stock into
16,000,000 shares of the Company's restricted Series A common stock,
cumulatively (the "Exchanged Shares"); (ii) deliver $300,000.00 to the
Shareholders, and permit the Shareholders to retain an additional $50,000 being
held in escrow by counsel for the Shareholders; and (iii) one year after the
closing of formal documentation consistent with the parties agreement in
principal, the Company will pay $150,000 in the aggregate to a representative of
the Shareholders, the payment of which shall be evidenced by a promissory note
(the "Note") and secured by 500,000 of the Company's President's personal Series
A common stock in the Company. The agreement also would require the Shareholders
to enter into a voting agreement on behalf of themselves and their affiliates,
officers, directors, employees, and immediate family members, the terms of which
shall provide that the Shareholders will vote in accordance with the
recommendations of the Board of Directors of Chicken Kitchen on all matters
except where such matter would directly alter the terms of the Note, the
agreement in principal, or any of the closing documents. Upon the closing of
formal documentation consistent with the parties agreement in principal all
parties would dismiss all claims against all other parties to the litigation
with prejudice and exchange releases. The other non-monetary conditions of the
agreement in principal are included on the attached term sheet describing the
proposed settlement.

         The Company has settled a lawsuit styled Cafe 1429, Inc. and SLML, Inc.
v. Chicken Kitchen Corporation, Case No.: 99-4709 CA 05, pending in the Circuit
Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida.The
claim against the Company stemmed from the purchase of the assets of a
restaurant on Miami Beach, Florida, and a related promissory note, lease,
andsecurity

                                       11
<PAGE>

agreement, all of which contain cross-default clauses. The plaintiffs/sellers
took back from the Company a $100,000 promissory note for $100,000 of the
purchase price of the assets. The Company issued and delivered to an escrow
agent 100,000 shares of its restricted Class A common stock as security for the
$100,000 note. The Company defended the action upon the belief that the
governing documents gave it the right to satisfy the $100,000 obligation with
additional stock of the Company. The settlement requires the Company to issue
additional Series A Common Stock, in conversion of the $100,000 note, in an
amount sufficient to sell to realize $95,000.00, exclusive of costs, before May
20, 2001. The Company will also pay $3,000.00 per month to be applied toward the
$95,000.00 settlement number. In the event that as of May 20, 2001, the net
proceeds from the sale of stock referenced in this paragraph, together with the
sum of the monthly $3,000.00 payments, is less than $95,000.00, the Company will
have to satisfy the deficiency on or before May 20, 2001. If the payment of such
a deficiency is not timely made, the plaintiffs would receive an immediate
judgment against the Company for the amount of the deficiency. The settlement
agreement also provides for the entry of an immediate judgment against the
Company in the event that any of the $3,000.00 monthly payments referenced
herein is not made. The Company and the plaintiffs exchanged releases and
dismissed their respective claims with prejudice.

         The Company is a defendant in an action filed on or about October 14,
1999 by a former supplier of its chicken products for nonpayment. The case is
styled International Prosperity, Inc. v. Chicken Kitchen Corporation; Case No.:
99-23992-CA 01, and is pending in the Circuit Court for the Eleventh Judicial
Circuit in and for Miami-Dade County, Florida. The Corporation is vigorously
defending the lawsuit and has asserted counterclaims for fraud and for breach of
contract on the grounds that the plaintiff-supplier allegedly had been
overcharging the Company and delivering product of a lesser quality than was
ordered. The case is not yet at issue and not yet set for trial. As a result, it
is too early to determine whether, and to what extent, the Company might suffer
an adverse or favorable judgment.

         The Company is a defendant in two federal court actions: Alexis v.
Chicken Kitchen Corporation, Case number 00-3066 CIV GRAHAM TURNOFF, and
Jean-Jacques v. Chicken Kitchen Corporation, Case Number 00-3308 CIV HUCK BROWN,
pending in the United States District Court for Miami, Florida. These lawsuits
were brought by two former employees seeking damages for alleged violations of
federal and state anti-discrimination laws. The Company believes the claims have
no merit and is vigorously defending them. The cases are newly filed, no
discovery has been taken, and they are not yet set for trial. It is impossible
to determine at this early stage in the proceedings whether, and what extent,
the Company might suffer an adverse or favorable judgment.

         The Company is a defendant in a lawsuit filed on May 9, 2000 styled
Bayside Center LP v. Chicken Kitchen Corporation, Case No.: 00-11733 CA 30 in
Miami-Dade County, Florida, by a former landlord for enforcement of a landlord's
lien and distress for rent. The has been settled with the defendant, Chicken
Kitchen signing over right, title ,and interest in the equipment and leasehold
improvements to the Landlord and a payment of $5,000 in return for a
cancellation of the lease and forgiveness of all outstanding rents owed.

ITEM 2. Changes in Securities.

         NONE

ITEM 3. Defaults Upon Senior Securities.

         NONE

ITEM 4. Submission of Matters to a Vote of Security Holders.

         NONE

ITEM 5. Other Information

         NONE

ITEM 6. Exhibits.

         NONE

                                       12
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Company has
caused the undersigned, duly authorized, to sign this report on behalf of the
Company.


                                           CHICKEN KITCHEN CORPORATION

                                           By: /s/ Christian de Berdouare
                                              ----------------------------------
                                               Christian de Berdouare, President
                                               and Chief Executive Officer


Date: February 21, 2001

                                       13