EXHIBIT  20.1
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                           RISK FACTOR

          Each  prospective  investor  should carefully consider the following
factors  inherent  in  and  affecting  the  business  of the Company, and this
offering before making a decision to purchase the Common Stock offered hereby.

NO  OPERATING  PROFIT  TO  DATE

          The  Company  began  business  operations  in  January 1991 and went
public  in  early  1994.  The Company has not yet earned a profit in any year.
The  Company had net losses applicable to common stockholders of $1,075,908 in
1996,  $348,512  in  1995  and  $754,031 in 1994.  See "THE COMPANY - General"

COMPETITION  FOR  BUSINESS

          The restaurant industry is highly competitive with respect to price,
service,  food  quality  and  location and there are numerous well-established
competitors  possessing  substantially greater financial, marketing, personnel
and  other resources than the Company.  Many of the Company's competitors have
achieved  significant  national,  regional  and  local  brand name and product
recognition and engage in extensive advertising and promotional programs, both
generally  and  in  response to efforts by additional competitors to enter new
markets  or  introduce  new  products.    The  quick  service  industry  is
characterized  by  the  frequent  introduction of new products, accompanied by
substantial  promotional  campaigns.

                 Industry  data  indicates  that over the decade of the 1990s,
the number and frequency of Americans eating out has increased.  However, such
data  also  indicates  that  the number of restaurants, and particularly QSRs,
have  increased  more rapidly than the number of customers during this decade.
Increasing  competition  has  reduced  margins  and made consistent profitable
operations  more  of  a  challenge.

          Culinary  fashions  among  Americans  will also impact the Company's
profitability.    As eating habits change and types of cuisine move in and out
of  fashion,  the  Company's  challenge  will be to maintain a menu within the
Company's  distinctive  culinary  style  that  appeals to an increasing market
share.

          In  response  to flat growth rates and declines in average sales per
restaurant,  certain of QSR companies have adopted "value 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 quick service
industry  could  have  an  adverse  effect  on  the  Company.

COMPETITION  FOR  AND  DEPENDENCE ON AREA DIRECTORS, FRANCHISEES AND LOCATIONS

          The  Company's future success will depend, in part, upon its ability
to  attract  qualified  Area  Directors and franchisees, who will be primarily
responsible  for  the development of the Quizno's concept in their regional or
local  area,  and  upon  the  ability of its Area Directors and franchisees to
obtain  suitable Restaurant locations and sufficient financing to successfully
develop and operate Restaurants.  The market for suitable Restaurant locations
is  highly  competitive  because  both  restaurant  and  non-restaurant retail
operations  compete  for  prime real estate sites.  The Company will train and
work  with  its  Area  Directors  and  franchisees to maintain the quality and
ambiance that are integral to the Quizno's concept.  However, no assurance can
be given that the Company's Area Directors and franchisees will be successful.

VIABILITY  OF  CONCEPT  NATIONWIDE

          To  date,  most  of  the  Company's mature franchises are located in
Colorado  and  Colorado  is  the  Company's  most  developed  market.    While
franchisees  of the Company have opened over 175 Restaurants in other markets,
there  can  be  no  assurance  that the Company's concept of a higher quality,
health  conscious  food  product, served in a Italian deli-like ambiance, will
appeal  to  consumers  in  other  areas  of  the  United  States.

ABILITY  TO  ACHIEVE  DESIRED  EXPANSION

          The  Company's  growth  strategy  is  to  focus  on  the  controlled
development  of  additional  franchised  and  Company-operated  Restaurants in
selected  markets  across  the United States.  The Company's ability to expand
will  depend  on  a  number of factors, including the availability and cost of
suitable  locations, the hiring, training and retraining of skilled management
and other personnel, the availability of adequate financing, the selection and
acceptability  of  franchisees  and  other facts, some of which are beyond the
control  of  the  Company.   There can be no assurance that the Company or its
franchisees  will  be  able to continue to open the planned new Restaurants or
that,  if  opened,  those Restaurants can be operated profitably.  The Company
has  not  yet  been  able  to  institute  a program with one or more financial
institutions  to provide regular financing to its franchisees.  The opening of
additional  Restaurants  in  the  same  market  areas could have the effect of
attracting  customers  from  existing  Restaurants  located  in  that area and
thereby  reduce  sales  volumes  in  existing  Restaurants.

IMPACT  OF  NATIONAL  AND  REGIONAL  ECONOMIES

          The  health  of  national  and  regional economies has a significant
impact  on  the restaurant industry.  An expanding economy provides disposable
income,  which  causes  customers  to  eat out more frequently.  A national or
regional  economic  slow  down  will, in all probability, adversely impact the
operations  of  restaurants,  including  those  owned  and  franchised  by the
Company.    This,  in turn, will adversely impact the Company's royalty income
and income from Company-owned Restaurants.  The Company's franchises are still
concentrated  in  a  few  regions  of the U.S., and therefore adverse economic
conditions  in  those  regions  may  have  a  materially adverse impact on the
Company's  profitability.    Finally,  because many Company franchisees are in
areas  affected  by severe winter weather, such weather could adversely impact
the  Company's  royalty  income.

LABOR  AND  OTHER  COSTS

          Costs of labor and employee benefits are significant expenses in the
restaurant industry.  While such costs have remained stable in recent years, a
significant  increase  in  wages throughout the country could adversely impact
the Company and other restaurant businesses.  Costs of food and non-food items
are also significant factors in the restaurant industry and, finally, the cost
of  marketing  may  negatively  impact  restaurant operations, particularly in
competitive  markets  where  the  brand  name  is  not  yet  established.

CONFLICTS  OF  INTEREST

          Mr. Richard F. Schaden, an officer and director of the Company, owns
interests  in  entities  that  hold  two  Quizno's  Area  Directorships.   Mr.
Frederick  H. Schaden, a director of the Company, also owns an interest in one
of  those  entities.    Conflicts  of  interest  may  arise  with  respect  to
transactions  between  the  Company  and  Area  Directors in which officers or
directors  of the Company hold an interest, such as when loans are made by the
Company  to  such  Area  Directors.    Company-owned  stores will also present
conflict  of  interest  issues,  particularly  with respect to the location of
Company-owned  stores  in  relation to franchisee-owned stores and the amounts
allocated  by the Company for goods and services that are also provided by the
Company  to  its  franchisees  for  a  fee,  such  as  advertising  services.

GENERAL  LIABILITY  INSURANCE

          Although  the  Company  carries  general  liability  and  commercial
insurance  of up to $1,000,000 per occurrence and $2,000,000 in the aggregate,
subject  to  no deductible, there can be no assurance that this insurance will
be  adequate  to  protect  the  Company against any general, commercial and/or
product  liability  claims.   Any general, commercial and/or product liability
claim  which  is  not covered by such policy, or is in excess of the limits of
liability of such policy could have a material adverse effect on the financial
condition  of the Company.  There can be no assurance that the Company will be
able  to  maintain  this  insurance  on  reasonable  terms.

DEPENDENCE  ON  RICHARD  E.  SCHADEN

          The  success  of  the  Company's business will be dependent upon Mr.
Richard  E.  Schaden,  its  Chief  Executive  Officer,  who  is also principal
stockholders  of  the  Company.  The Company's anticipated growth also depends
upon  its  ability  to  attract  and retain skilled management personnel.  The
Company has obtained key-man life insurance in the amount of $1,000,000 on Mr.
Schaden's  life.

CONTROL  BY  EXISTING  STOCKHOLDERS

          Richard  E. and Richard F. Schaden (the "Schadens") own an aggregate
of  approximately  54%  of the outstanding voting Common Stock of the Company,
and  rights  to  purchase  an  additional  approximately 181,000 shares in the
future.  Shareholders do not have cumulative voting rights with respect to the
election  of  directors.    The  Schadens have the ability to elect all of the
directors  of the Company and to thereby direct or substantially influence the
management,  policies  and  business operations of the Company and to have the
power  to  control  the  outcome  of  any  matter submitted to the vote of the
Company's  stockholders.

NO  DIVIDENDS  ANTICIPATED

          The  Company  has never paid any cash dividends on its Common Stock.
The Company anticipates that in the future, earnings, if any, will be retained
for  use  in  the business, and it is not anticipated that cash dividends with
respect  to  the  Common  Stock  will  be  paid  in  the  foreseeable  future.

POSSIBLE  PRICE  OF  THE  COMPANY'S  COMMON  STOCK

          The  market  price  of  the  Company's  Common Stock has been highly
volatile.    Factors  such  as  the  Company's operating results and the small
volume of shares of its Common Stock that are traded have a significant effect
on the market price of the Company's Common Stock.  In addition, market prices
for  the  securities  of many emerging and small capitalization companies have
experience  wide  fluctuations in response to variation in quarterly operating
results  and  general  economic  indicators  and  conditions, as well as other
factors  beyond  the  control  of  the  Company.


PREFERRED  SHARES  AVAILABLE  FOR  ISSUANCE

          The  Company  has  one million shares of Preferred Stock authorized.
The  Company  has  issued  146,000  shares of Class A Preferred Stock, 100,000
shares  of  Class  B  Preferred  Stock and 167,000 shares of Class C Preferred
Stock, upon which monthly dividends are paid.  Such Classes of Preferred Stock
are  senior  to  the Common Stock as to dividends and liquidation preferences.
Shares  of  Preferred Stock may be issued by the Company in the future without
shareholder  approval  and  upon  such  terms  as  the  Board of Directors may
determine,  including  the payment of dividends.  The rights of the holders of
Common Stock will be subject to and may be affected adversely by the rights of
holders  of  shares  of  any Preferred Stock that may be issued in the future.
The  availability  of  Preferred Stock, while providing desired flexibility in
connection with possible acquisitions and other corporate purposes, could have
the effect of discouraging a third party from acquiring control of the Company
through  the  purchase  of  shares  of  the  Common  Stock.

GOVERNMENT  REGULATIONS

          The  restaurant  business is subject to extensive federal, state and
local  government  regulations  relating  to  the development and operation of
restaurants,  including  regulations  relating  to  building  and  zoning
requirements  and  the  preparation and sale of food, and laws that govern the
Company's  relationship with its employees, such as minimum wage requirements,
overtime  and working conditions and citizenship requirements.  The failure to
obtain  or  retain  food licenses or substantial increases in the minimum wage
could  adversely affect the operation of the Restaurants.  The Company is also
subject to federal regulations and certain state laws which regulate the offer
and  sale  of  franchises  to  its  franchisees.

CONTINUED  LISTING  AND  PENNY  STOCK  REGULATIONS

          The  daily  trading  price  of  the  Company's Common Stock has been
quoted on the Nasdaq SmallCap Market since its initial public offering.  There
can  be  no  assurance  that  quotation  on the Nasdaq SmallCap Market will be
maintained.   In August 1997, The Nasdaq Stock Market, Inc. issued new listing
maintenance  requirements  for the Nasdaq SmallCap Market, which may adversely
affect  the  ability  of  listed  companies  to maintain their Nasdaq SmallCap
listings.   The Company currently meets the new Nasdaq SmallCap Market listing
maintenance  requirements.    If  the  Company  fails  to meet the maintenance
criteria  in  the  future, the trading price for the Common Stock would not be
carried  in  many newspapers, and the shares might be subject to certain rules
of  the  Securities and Exchange Commission relating to "penny stocks."  These
rules  require  that  broker-dealers must apply a special suitability standard
for  purchasers  of  stocks of companies subject to such rules and receive the
purchaser's  prior  written  consent  for  the  transaction.   These rules, if
applied  to  the Company's Common Stock in the future, may inhibit the ability
of  broker-dealers to sell the Company's Common Stock in the secondary market.

IMPACT  OF  SHARES  ELIGIBLE  FOR  FUTURE  SALE

     Future  sales  by  existing  stockholders  could  adversely  affect  the
prevailing  market  price  of  the Common Stock.  As of September 30, 1997 the
Company  had  2,904,567  shares of Common Stock outstanding.  Of these shares,
approximately  1,300,000 shares are freely transferrable without restrictions.
The  remainder,  principally  owned  by  insiders, may be sold into the public
market  from  time  to  time  in  the  future,  and  thereby  become  freely
transferrable.    As  of  September 30, 1997, 6,989 shares had been issued and
approximately  280,000  shares  were issuable upon the exercise of outstanding
options.  The shareholders of the Company have authorized the Company to issue
options covering up to 460,000 shares of Common Stock.  The Company intends to
register  Common  Stock underlying such options, which are held principally by
the  Company's  employees,  directors  and  advisors,  ^in  early  1998.  Upon
exercise  of  such options, the shares would be eligible for immediate sale in
the  public  market.    In  addition, 446,000 shares of Common Stock have been
reserved  for  issuance  upon conversion of the outstanding shares of Class A,
Class  B  and Class C Preferred Stock of the Company, and one of the Company's
major  lenders  has the right to convert debt or exercise warrants for 415,056
shares  of  Common  Stock.

FORWARD-LOOKING  STATEMENTS

     Certain  of  the  information  discussed  in  this  Prospectus  are
forward-looking  statements  that  involve  risks and uncertainties that might
adversely  affect  the Company's operating results in the future in a material
way.    Such  risks  and  uncertainties  include, without limitation, the risk
factors  discussed  above.   Many of these risks are beyond the control of the
Company.