SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A


     X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   -----  SECURITIES EXCHANGE ACT OF 1934 For the fiscal year
          ended December 31, 1999.
                                       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 0-23026
                                                -------

                           PARAMARK ENTERPRISES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                 Delaware                                     22-3261564
--------------------------------------------------------------------------------
  (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                        Identification No.)


           One Harmon Plaza
         Secaucus, New Jersey                                    07094
--------------------------------------------------------------------------------
         (Address of principal                                (Zip Code)
           executive offices)

Registrant's telephone number including area code:         (201) 422-0910
                                                    --------------------------

Securities registered pursuant to Section 12 (b) of the Act:  None
                                                              ----

Securities registered pursuant to Section 12 (g) of the Act:

                                  Common Stock
--------------------------------------------------------------------------------
                                (Title of Class)

                                Class B Warrants
--------------------------------------------------------------------------------
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
<PAGE>

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B is contained  in this Form,  and no  disclosure  will be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendments to this Form 10-KSB. Yes X No

     The  issuer's  revenues  for the fiscal year ended  December  31, 1999 were
$4,392,570.

     As of March 15,  2000,  there  were  3,393,383  shares of Common  Stock and
557,750  Class B Warrants  outstanding.  Based on the  average  high and low bid
prices of the Common Stock on March 15, 2000, the approximate  aggregate  market
value of Common Stock held by non-affiliates was $ 1,272,500 (1).


                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of  the  Registrant's  1999  Definitive  Proxy  Statement,  which
statement will be filed not later that 120 days after the end of the fiscal year
covered by this Report, are incorporated by reference in Part III hereof.

     Certain   exhibits  are  incorporated  by  reference  to  the  Registrant's
Registration  Statement  on  Form  SB-2  and  the  amendments  thereto,  and the
Registrant's  Annual  Reports on Form 10-KSB for the fiscal years ended December
31, 1995,  December 31, 1996, December 31, 1997, and December 31, 1998 as listed
in response to Item 13(a)(2).

     Transitional Small Business Disclosure Format (check one):  Yes     No  X
                                                                     ---    ---

     (1) The  aggregate  dollar  value of the voting  stock set forth equals the
     number of shares of the Company's Common Stock outstanding,  reduced by the
     amount of Common Stock held by officers,  directors and shareholders owning
     in excess of 10% of the Company's  Common Stock,  multiplied by the average
     of the high and low bid prices for the Company's  Common Stock on March 15,
     2000. The information provided shall in no way be construed as an admission
     that any officer, director or 10% stockholder in the Company may or may not
     be deemed an  affiliate  of the  Company,  or that he/it is the  beneficial
     owner  of the  shares  reported  as  being  held by  him/it,  and any  such
     inference is hereby disclaimed. The information provided herein is included
     solely  for  record  keeping   purposes  of  the  Securities  and  Exchange
     Commission.

                                       -2-
<PAGE>
PART I

ITEM 1. BUSINESS

Forward Looking Statements

     When used in this Annual Report, the words or phrases "will likely result",
"are expected to", "will continue", "is anticipated",  "estimate",  "projected",
"intends to" or similar  expressions are intended to identify  "forward  looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Such  statements  are  subject  to  certain  risks and  uncertainties,
including  but not  limited  to the  Company's  history  of losses and cash flow
deficit; possible loss of wholesale sales resulting from a failure to extend the
Triarc  License  Agreement;  need  for  additional  financing;  dietary  trends;
consumer  preferences;  competition;  new  product  development;  management  of
growth;  non-exclusivity  of Triarc  license  agreement;  trademarks and service
marks;  limited  manufacturing  and  warehouse  facilities;  dependence on major
customers;  dependence  upon key and other  personnel;  government  regulations;
minimum wages; insurance and potential liability; lack of liquidity;  volatility
of market price of common stock and warrants;  possible  adverse effect of penny
stock rules and  liquidity of the Company's  securities;  dividend  policy;  and
control by directors  and  executive  officers,  that could cause the  Company's
actual results to differ materially from historical earnings and those presently
anticipated or projected.  Such factors,  which are discussed in "Risk Factors",
"Business" and "Management's  Discussion and Analysis of Financial Condition and
Results of Operations" and the notes to consolidated financial statements, could
affect the Company's financial  performance and could cause the Company's actual
results for future periods to differ  materially from any opinions or statements
expressed  with respect to future periods  expressed in the Annual Report.  As a
result,  potential  investors are  cautioned not to place undue  reliance on any
such forward-looking statements, which speak only as of the date made. See "Risk
Factors"  "Business"  and  "Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations."

General

     For  a  discussion  of  certain  factors  which  should  be  considered  in
evaluating the Company and its business, see "Risk Factors".

     Paramark Enterprises,  Inc., formerly T.J. Cinnamons, Inc. (the "Company"),
a Delaware  corporation,  was originally formed in December 1985 as a franchisor
of specialty retail bakeries.  Current management  acquired the Company from its
founders in 1992,  subsequently sold the retail bakeries and franchise system in
1996 to Triarc  Restaurant  Group,  and  developed  the Company into a wholesale
manufacturer and distributor of specialty bakery products.  The Company's Common
Stock and Class B Warrants are publicly  traded on the OTC Bulletin  Board under
the symbols "TJCI" and "TJCIZ"

     The Company currently owns and operates an approximately 35,000 square foot
bakery production facility in El Cajon, California, and distributes its products
through  wholesale  channels of distribution  throughout the United States.  The
Company's  business  plan is  centered  on building  sales and  distribution  by
implementing three interrelated  strategies:  (1) expand  opportunities to offer

                                       -3-

<PAGE>

the  Company's  specialty  bakery  products in  supermarkets  and other  grocery
outlets,   (2)  explore   opportunities  to  offer  the  Company's  products  in
alternative forms of distribution  including mass  merchandisers,  food service,
convenience  stores,   vending  outlets,   airline  catering  and  food  service
environments,  and (3)  continue  to expand the sales and  distribution  of T.J.
Cinnamons  branded  products  pursuant  to a  licensing  agreement  with  Triarc
Restaurant Group. See. "Triarc Restaurant Group Licensing Agreement".

     The Company is  currently  selling  its line of  products in  approximately
1,500   supermarket   stores   including   Ralphs   Supermarkets,    Food-4-Less
Supermarkets, Lucky's Supermarkets, Fred Meyer Supermarkets, Fry's Supermarkets,
Ralley's Supermarkets,  Albertsons  Supermarkets,  Bashas supermarkets and Giant
Supermarkets.  During the fiscal year ended December 31, 1999, approximately 66%
of  the  Company's   sales  were  to  Ralph's   Supermarkets   and   Food-4-Less
Supermarkets,  a wholly  owned  subsidiary  of  Ralphs  Supermarkets.  See "Risk
Factors - Dependence on Major Customers."

     The Company's products include: (a) "T.J. Cinnamons" branded cinnamon rolls
and  CinnaChips  subject  to the  terms of a  licensing  agreement  with  Triarc
Restaurant  Group,  and (b) a full line of  specialty  gourmet  bakery  products
including rugalach,  bundt cakes, upside down pineapple cakes, pull-apart cakes,
chocolate  brownies  branded  under the Hershey's  label,  iced and uniced layer
cakes,  iced and uniced  sheet layer  cakes,  decorated  layer and sheet  cakes,
cobblers, crumb cakes and other specialty bakery products.

     Management believes that the Company is favorably positioned to participate
in a growing trend among  supermarket  chain's in-store  bakeries to discontinue
on-premises  baking,  and to purchase  products  that are made off  premises and
delivered to them frozen. After delivery,  such products are thawed, date coded,
and placed on the shelves for sale to customers.  This "thaw and sell"  strategy
eliminates the need to employ  experienced  bakers,  and develop  extensive cost
control  systems and  operating  systems to ensure  quality and  consistency  of
bakery products, all of which are extremely costly.

     The Company's executive offices are located at One Harmon Plaza,  Secaucus,
New Jersey 07094 and its telephone number is (201) 422-0910.

     Triarc  Restaurant Group  Transactions.  In 1996, the Company sold the T.J.
Cinnamons trade name and other intellectual  property to Triarc Restaurant Group
("Triarc")  in  consideration  for (i) a  purchase  price  of  $3,540,000,  (ii)
additional  contingent  payments  of up to  $5.5  million,  and  (iii) a 99 year
royalty free license  agreement to sell T.J.  Cinnamons branded products through
wholesale channels of distribution.

     In 1998, the Company  restructured  its agreements  with Triarc whereby the
Company  terminated  the 1996  purchase  and license  agreements  with Triarc in
consideration  for payments  aggregating $4 million of which $3 million was paid
at closing and $1 million was  tendered  in the form of a non  interest  bearing
promissory note payable over a period of 24 months.

                                       -4-

<PAGE>

     Triarc  Restaurant  Group License  Agreement.  The Company is continuing to
manufacture and sell T.J.  Cinnamons  branded products  pursuant to a short term
license agreement with Triarc. This license agreement allows the Company to sell
approved products to approved  supermarket accounts based on a 5% royalty on net
sales. The original  license  agreement  expired on December 31, 1998,  however,
Triarc has granted  the Company  three  extensions  of the term of this  license
agreement  through March 31, 2000, and the Company  anticipates that Triarc will
continue to renew this  license  agreement  at the end of its current  term.  In
addition,  the Company is currently  negotiating a permanent  license  agreement
with  Triarc  whereby  the  Company  will be  licensed  to market  and sell T.J.
Cinnamon   branded   products  for   distribution   to  grocery   stores,   mass
merchandisers,  food service outlets,  convenience  stores,  vending outlets and
airline catering.  There can be no assurance that the Company will be successful
in  reaching a  permanent  agreement  with  Triarc  which  could have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.  For the  fiscal  year  ending  December  31,  1999,  sales  of T.J.
Cinnamons  branded  products  accounted for  approximately  20% of the Company's
total  wholesale  sales.  See "Risk Factors - Potential Loss of Wholesale  Sales
Resulting from a Termination of the Triarc License Agreement."

     Industry  Overview.  The  company  believes  there  are  8,000  supermarket
companies  operating  24,000  in-store  bakeries and generating  annual sales in
excess of $15 billion.  Growth can  attributed to the addition of new stores and
the entry of mass  merchandisers  such as  Wal-Mart  and Kmart into the  grocery
industry.  Supermarkets with in-store bakeries, the basis of the "thaw and sell"
market in which the  Company  sells most of its  products,  have grown  steadily
since 1989.  Management  believes  that these trends in the  supermarket  bakery
industry will provide the Company with an opportunity for growth.

     The "sweet  goods"  and  "cookie"  categories  each  represent  7.9% of the
industry-wide  bakery sales and combined  represent 15.8% of such sales. As this
industry grows and as the need for high quality value-added  products increases,
the Company believes that  manufacturers  who position  themselves as leaders in
the upscale, gourmet bakery market will be in a position to capture an increased
percent of the total sales.

     Management believes that the shift from full time to part time labor in the
in-store  bakery  departments  of  supermarkets  and  wholesale  club stores has
created a shortage of skilled bakers and is fostering a climate that is ripe for
"new"  products  the  preparation  of which  requires  little  or no  expertise.
Management  further  believes that all of the trends and barometers point toward
new product  development in "fully baked",  "thaw and sell",  and  "prepackaged"
product lines that meet the quality profile of today's in-store bakery products.
The Company's goal is to capitalize on these trends and market dynamics in order
to become a leader in the off  premises  manufacture  of finished  thaw and sell
bakery  products for sale to  supermarket  and  wholesale  club  customers.  The
Company  believes  that  this  trend is very  likely to  continue  into the next
decade, resulting in the Company's ideal positioning of its "thaw and sell" line
of gourmet bakery products. There can, however, be no assurance that the Company
can achieve its sales and earnings goals. See "Risk Factors - Competition."

     Business  Strategy.  To  develop  the  wholesale  sales of its  non-branded
specialty bakery products, the Company will focus its selling effort in specific
geographic  areas contiguous to the bakery and its trading area. The Company has

                                       -5-

<PAGE>

two full time sales managers  located in Southern  California,  and has retained
food  brokers  specializing  in bakery  products  to develop  sales in  Northern
California,  Arizona,  Oregon, Utah, Washington,  Nevada, Texas and Colorado. In
addition,  the  Company  will  continue  to  expand  nationwide  sales  in  mass
merchandisers,  convenience stores, membership club stores and vending retailers
through alliances with brokers specializing in these areas.

     The  Company  has  focused  its  marketing  efforts on the  following  core
products:  (a) T.J.  Cinnamons  gourmet cinnamon rolls and gourmet sticky rolls;
(b) T.J.  Cinnamons  CinnaChips;  (c)  pullapart  cakes;  (d) bundt  cakes,  (e)
brownies sold under the Hershey's  label,  (f) crumb cakes,  (g) iced and uniced
layer and sheet cakes, and (h) other private label specialty cakes. All of these
products are sold in various  packaging and sizes,  and are shipped through both
fresh and frozen  distribution.  For the fiscal year ending  December  31, 1999,
sales of T.J.  Cinnamons branded products accounted for approximately 20% of the
Company's  total  wholesale  sales.  In the event that Triarc fails to renew the
license agreement,  management believes that it will be able to replace the T.J.
Cinnamons  product sales with sales of other private label and branded products.
However,  no  assurance  can be given that the  Company  will be  successful  in
replacing the sales generated by the T.J. Cinnamons branded products.  See "Risk
Factors - Potential  Loss of Wholesale  Sales  Resulting from a Failure to Renew
the Triarc License Agreement."

     The Company is targeting  its product line to in-store  bakery and in-store
deli areas of supermarket  chains,  focusing on large multi-unit  accounts.  The
Company is  supporting  all initial  sales with a marketing  budget for in-store
sampling and demonstrations and store circular promotions.

     The Company is  currently  selling  its  products  in  approximately  1,500
locations including the following  accounts:  Ralphs  Supermarkets,  Food-4-Less
Supermarkets, Lucky's Supermarkets, Fred Meyer Supermarkets, Fry's Supermarkets,
Ralley's Supermarkets,  Albertsons  Supermarkets,  Bashas Supermarkets and Giant
Supermarkets.  During the fiscal year ended December 31, 1999, approximately 60%
of the Company's sales were to Ralph's and Food-4-Less  Supermarkets.  See "Risk
Factors - Dependence on Major Customers."

     Management believes that the continuous development and introduction of new
gourmet bakery products at attractive pricing will further develop the Company's
sale of its "private label" specialty bakery products to both the retail grocery
and food service trade. However, there can be no assurance that the Company will
be able to implement its business strategy, or if implemented, that the business
strategy will permit the Company to accomplish its sales and earnings goals. See
"Risk Factors - Management of Growth."

     Mix  manufacturers  have seen a decline in the use of their products in the
in-store  bakeries.  Most chains staff their  bakeries  with retail clerks union
employees  rather than paying the high hourly  labor rates of the retail  bakers
union employees. This shift in union affiliation has forced supermarket bakeries
to switch  from  scratch or mix formula  products to bake-off  and thaw and sell
products.  Most mix  manufacturers  are  looking to increase  their  business by
aligning with  bakeries that can finish their  products and market them as fully
baked and packaged  products.  The Company has developed new business through an
unwritten alliance with Caravan Products, one of its mix manufacturers,  and the

                                      -6-

<PAGE>

Company believes that by strategically  aligning itself with other manufacturers
will provide an opportunity  for further sales growth.  The Company  anticipates
that these will be informal alliances benefiting the Company on a transaction by
transaction basis. There can be no assurance that the Company will be successful
in aligning  itself with other mix  manufacturers  or that such  alliances  will
result in increased revenues.

     The Company  plans,  as an integral  part of its  competitive  posture,  to
introduce new products rapidly and continuously. The Company believes that a key
to  its  success  is  its  ability  to  develop   innovative  new  products  and
merchandising  programs which react to the demand of its customers and trends in
the in-store  baking  industry.  Some of the new products under  development are
yogurt cakes, tres letches cakes, and other specialty cakes. See "Risk Factors -
Competition; New Product Development."

     CinnaChips.  Company has developed a mass production process to produce the
T.J. Cinnamon branded  CinnaChip  products which are similar to bagel chips made
from cinnamon rolls utilizing a double bake process. The Company has developed a
5.5  ounce  CinnaChip  bag for a  retail  price  point  of  $2.49  to be sold to
supermarkets,  mass  merchandisers  and food service  accounts,  and a 1.5 ounce
CinnaChip  bag  with a  suggested  retail  selling  price of $0.99 to be sold to
convenience stores, food service accounts, airline catering and vending outlets.
The Company has developed two additional  flavor  varieties of the CinnaChip for
introduction at a later date: Butter Pecan and Raisin Nut.

     Plan of Operation.  The Company's  plan of operations  for fiscal year 2000
calls for the implementation of the Company's overall strategy to build sales of
new and existing gourmet bakery products sold as private label products to major
supermarket chains, wholesale club stores, convenience stores, specialty stores,
vending  outlets and food  service  accounts.  The Company  anticipates  further
automation of its  manufacturing  facility in California  during the fiscal year
2000.

     The  Company's  executive  offices  are  located in  Secaucus,  New Jersey.
Management  believes  that  its  office  space  will be  sufficient  to meet the
Company's  forecasted  administrative  needs and its bakery will have sufficient
capacity to meet its  forecasted  production  capacity based on the sales volume
anticipated for fiscal year 2000. See "Properties."

     The Company  believes that its current working  capital,  together with its
anticipated lines of credit and the Company's  anticipated cash from operations,
should be sufficient to satisfy the  Company's  cash needs through  December 31,
2000. This  expectation is, however,  based in part on anticipated  increases in
revenues.  Should such revenue  increases not occur or should they be materially
smaller than  anticipated,  or should  demand be greater than  anticipated,  the
Company  might  find it  necessary  to seek  additional  financing  or to reduce
planned  expenditures on marketing and product expansion if efficient  financing
cannot be obtained or obtained  timely on terms  acceptable to the Company.  See
"Risk Factors - Need for Additional Financing."

     Manufacturing and Distribution.  The Company's existing production facility
is  located  in El Cajon,  California.  The lease for this  facility  expires in
November 2006, and provides for two 5 year  extension  options.  The facility is

                                      -7-

<PAGE>

approximately  34,500  square feet and has an annual  capacity  estimated  to be
approximately   $15  million.   The  facility  has  blast  freezers,   freezers,
refrigerators,   proofers,  ovens,  mixers,  conveyers,  depositors,  and  other
equipment  necessary for the production of the Company's  products.  The Company
also has an automated bakery production line which sheets,  forms,  fills, rolls
and cuts the various  bakery  products,  as well as an automated  packaging line
which cools and packages the fully baked products.  Management  anticipates that
further  automation of the production  and packaging  processes will result in a
substantial  reduction in labor costs thereby  increasing  the  Company's  gross
margins.

     All products  sold are delivered via outside  trucking  companies,  and the
Company has a minimum half truck load order requirement for all products shipped
to areas of the country  other than  California.  The Company has set up a daily
distribution  system for the Ralphs  Supermarket chain. The Company has a leased
truck and  delivers  its fresh baked  cinnamon  rolls and brownies to the Ralphs
central distribution  warehouse five days a week. These products are baked fresh
and have a 5 to 7 day shelf life. All other products sold to Ralphs Supermarkets
and other accounts, excluding CinnaChips, are blast frozen immediately following
baking  and  packaging,  and are  distributed  in master  cases  through  frozen
distribution.  These products are thawed at the  supermarket and sold as a fresh
product in the in-store bakery section of the supermarkets.  The CinnaChips have
a six to nine  month  shelf life  depending  on the type of  packaging,  and are
distributed fresh at room temperature due to their extended shelf life, and sold
as a shelf stable product by the end users.

     Quality Control. The Company's products are produced in accordance with the
Company's recipes, quality standards and proprietary  formulations.  In order to
maintain  the  high  quality  of its  bakery  products,  the  Company  maintains
specifications for its ingredients and periodically reviews the standards of its
purchased ingredients against these specifications. The Company is not dependent
on any one supplier for its  ingredients  and only those  ingredients  that meet
specified  criteria are selected.  Ingredients  are  carefully  inspected by the
Company  before  they  enter  its  plant.  Product  consistency  is  ensured  by
inspection at critical flow points by quality assurance employees,  although all
workers are  responsible  for monitoring the quality of the product and may stop
the production process, if necessary.  Product sampling occurs on the production
floor to ensure that products are consistent with the Company's standards.

     Provisions and Supplies.  The Company purchases its core ingredients from a
number  of  different  suppliers.  The  Company  negotiates  directly  with  its
suppliers  for all  primary  food and paper  ingredients,  to ensure an adequate
supply  and  to  obtain  competitive  prices.  Pursuant  to the  Triarc  license
agreement,  the  Company  purchases  its  cinnamon  roll dry mix from  Dawn Food
Products, Inc. in accordance with the T.J. Cinnamons proprietary secret formulas
and quality standards.  The T.J. Cinnamon proprietary cinnamon spice formulation
is purchased  from  McCormick & Company,  Inc. and various other T.J.  Cinnamons
proprietary  blends  are  produced  by Dawn Food  Products,  Inc.  Although  the
Company's  relationship  with its  suppliers is  generally on an  order-by-order
basis, the Company believes  alternate  sources of supply for all essential food
and paper products are available,  or on short notice can be made available,  at
comparable prices.

                                      -8-

<PAGE>

     Governmental Regulations. The Company is subject to various federal, state,
and local laws  affecting its business.  The Company is subject to regulation by
the Food and Drug  Administration,  the United States Department of Agriculture,
the  Federal  Trade  Commission,   the  Environmental   Protection  Agency,  the
Occupational Safety and Health  Administration (OSHA) and various state agencies
with respect to the production, packaging, labeling and distribution of its food
products,  and believes that it is material compliance with all applicable rules
and regulations of such federal and state agencies.  The principal  federal laws
that regulate the Company with respect to the  production,  packaging,  labeling
and distribution of its food products  include:  (i) The Food, Drug and Cosmetic
Act of 1938, which ensures that foods are produced under sanitary conditions and
are properly labeled;  (ii) the Fair Packaging and Labeling Act, which regulates
trade  practices  and  requires  that  consumers  receive  accurate  information
regarding the quality and value of products;  (iii) the National Label Education
Act, which regulates information which must be included on food labels; and (iv)
the Federal  Trade  Commission  Act,  which  regulates  methods of  competition,
advertising and trade practices.

     The  Company's  bakery is also  subject  to  regulation  by  various  other
governmental  agencies,  including state and local licensing,  zoning, land use,
construction and environmental  regulations and various health,  safety and fire
standards.  The  Company is also  subject to the Fair  Labor  Standards  Act and
various state laws governing such matters as minimum wages, overtime and working
conditions.

     The Company continually makes investments to comply with all federal, state
and local laws, environmental rules and regulations.  To date, such expenditures
have not been  material  with  respect to the  Company's  capital  expenditures,
earnings  or  competitive  position,  and are not  expected to be in the future.
There can be no assurance,  however,  that new environmental  regulations may be
adopted which would require the Company to make material capital expenditures to
comply therewith. See "Risk Factors - Governmental Regulations; Minimum Wages."

     Employees.  The  Company  has a total of  approximately  100  employees.  4
employees are employed in executive and administrative  functions principally at
the Company's  corporate  offices in Secaucus,  New Jersey;  and 6 employees are
employed in executive and  administrative  functions in the Company's  wholesale
bakery in El Cajon, California.  The remaining 90 employees are full time hourly
employees employed in the El Cajon manufacturing  facility. The Company is not a
party to any collective bargaining agreements, and considers its labor relations
to be satisfactory.

     Competition.  The  retail  bakery  industry  and the  restaurant  industry,
particularly the quick-service  segment,  is highly  competitive with respect to
price,  service,  food quality  (including taste,  freshness,  healthfulness and
nutritional value) and location. There are numerous well-established competitors
possessing  substantially  greater  financial,  marketing,  personnel  and other
resources  than the Company.  These  competitors  include  national and regional
bakeries,  supermarkets  with in-store  bakeries and  quick-service  restaurants
chains, many of which specialize in or offer bakery products. Many quick-service
restaurant chains are expanding their menus to include products competitive with
the Company's  cinnamon rolls and other specialty bakery  products.  The Company

                                      -9-

<PAGE>

can also be expected to face competition from a broad range of other restaurants
and food service establishments.

     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 retail bakery industry and the  quick-service  restaurant  industry are
characterized  by the frequent  introduction  of new products,  accomplished  by
substantial  promotional campaigns. In recent years, numerous companies in these
industries have introduced products positioned to capitalize on growing consumer
preference  for  food  products  that  are or  are  perceived  to be  healthful,
nutritious, low in calories and low in fat content. The Company anticipates that
it will be subject to an increase in competition  from companies  whose products
or marketing strategies address these consumer preferences.

     The majority of the Company's  revenue is derived from sales of products to
grocery  retail  outlets.  The wholesale  food  distribution  business is highly
competitive. The principal competitive factors include price, service, extent of
product offered,  strength of brand offered and store promotional support. These
intense  competitive  factors may result in a reduction in the  Company's  gross
margins which could have a materially adverse effect on the Company's  financial
condition and results of operations.

     There can be no assurance  that  consumers  will regard the  products  sold
under the Company's name by in-store  bakeries as  sufficiently  distinguishable
from competitive  products,  that substantially  equivalent products will not be
introduced by the Company's  other  competitors or that the Company will be able
to compete successfully. See "Risk Factors - Competition."

Risk Factors

In addition to the other information in this report,  the following  information
should be considered  carefully by investors in  evaluating  the Company and its
business.

     (a) History of Operating Losses;  Operating Cash Flow Deficit.  The Company
has had net operating  losses since 1988. For the fiscal year ended December 31,
1999, the Company's net operating loss was $1,016,694.  The Company has been and
is currently  experiencing an operating cash flow deficit  primarily because its
current expenses exceed its current revenues.  At December 31, 1999, the Company
had a  working  capital  balance  of  approximately  $362,000.  There  can be no
assurance  that the Company will achieve  profitable  operations  and a positive
cash flow. See "Management's Discussion and Analysis of Financial Conditions and
Results of Operations."

     (b) Potential Loss of Wholesale Sales Resulting from a Failure to Renew the
Triarc License  Agreement.  The Triarc license  agreement  pursuant to which the
Company is licensed to  manufacture  and sell T. J. Cinnamons  branded  products
expired on December 31, 1998. Triarc has granted the Company  extensions through
March 31, 2000. T.J.  Cinnamons branded products accounted for approximately 20%

                                      -10-

<PAGE>

of wholesale  sales for the fiscal year ending December 31, 1999. The failure of
the  Company to replace  such  sales with other  products  could have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.

     (c) Need for  Additional  Financing.  The Company will  require  additional
capital in connection with the manufacture,  marketing and sale of its products.
In order to develop new products, manufacture, merchandise, market, and sell its
new and existing  product line, and otherwise  implement its plan of operations,
the Company will be required,  among other things, to raise additional  capital.
The  Company  does not  have  existing  lines of  credit,  and  there  can be no
assurance  that such debt  financing  will be  available  to the  Company in the
future,  or that  additional  debt or equity  financing will be available in the
amounts  required  by the Company or on terms  acceptable  to the  Company.  The
failure of the Company to obtain financing in adequate amounts and on acceptable
terms  would  have  an  adverse  effect  on the  Company's  business,  financial
condition and results of operations.

     (d)  Dietary  Trends;  Consumer  Preferences.  In  recent  years,  numerous
companies in the retail bakery industry have introduced  products  positioned to
capitalize on growing  consumer  preference for bakery products that are, or are
perceived to be, healthy,  nutritious, and low in calories,  cholesterol and fat
content.  The  Company's  primary  products  are  relatively  high in  calories,
cholesterol and fat content. A decline in the sale of bakery sweet goods, due to
industry trends,  changing consumer preferences  including taste, eating habits,
demographic  trends and traffic patterns,  or because of health related or other
dietary concerns or other reasons, could have an adverse effect on the Company's
business,  financial condition and results of operations without the replacement
of  these  products  with  new  products  which  meet any  changes  in  consumer
preferences.

     (e)  Competition;  New Product  Development.  The retail bakery industry is
highly  competitive  with  respect to price and food  quality  including  taste,
freshness,   healthfulness  and  nutritional  value.  A  number  of  established
companies with  significant  brand name recognition  currently  compete with the
Company in the various  markets for market share.  Many of these  companies have
far more available  capital,  broader product lines,  and greater  marketing and
sales  resources  than does the  Company,  and many  devote  significantly  more
resources to the development of new products than does the Company.  The Company
will seek to  compete  on the  basis of the  Company's  innovation  and speed of
execution in expanding  its existing  product line and  launching  new products.
However, there can be no assurance that such competitors will not develop direct
competing  brands  with more  market  acceptance,  or which can be sold at lower
prices than products that have been, or may be, developed by the Company.  These
intense  competitive  factors may result in a reduction in the  Company's  gross
margins which could have a materially adverse effect on the Company's  business,
financial condition and results of operations.

     (f)  Management  of  Growth.   The  Company's   ability  to  manage  growth
effectively and expand its operations will be dependent on its ability to expand
and improve its  operational,  technical,  financial and sales  systems,  and to
develop the skills of its managers and  supervisors,  and to hire,  motivate and
manage  its  employees.  Expansion  of the  Company's  manufacturing,  sales and
distribution operations will be dependent upon, amongst other things,  continued

                                      -11-

<PAGE>

growth in the bakery industry,  the Company's ability to withstand intense price
competition,  its ability to obtain new  customers,  and retain  sales and other
personnel.  There can be no  assurance  that the Company will be  successful  in
managing its growth and expanding its business.  The Company's failure to manage
its growth or expand its business  could have a material  adverse  effect on its
business , financial condition and results of operations.

     (g)   Non-Exclusivity  of  the  Triarc  License   Agreement.   The  Company
manufactures  and  sells  T.J.   Cinnamons   branded  products   pursuant  to  a
non-exclusive  license  agreement  with Triarc.  Triarc,  or other  licensees of
Triarc,  may sell T.J.  Cinnamons branded products through wholesale channels of
distribution,  and as a result, the Company may be forced to compete with Triarc
and/or  Triarc's other  licensees for  supermarket  sales of the T.J.  Cinnamons
branded products. Triarc's resources greatly exceed the Company's resources, and
it is anticipated that Triarc's  resources will continue to exceed the Company's
resources  in the near  future.  Accordingly,  if  Triarc,  either  directly  or
indirectly, attempt to enter into the Company's trading area, the Company may be
unable  to  compete  effectively  which may limit  the  Company's  growth.  T.J.
Cinnamons  branded products  accounted for  approximately 20% of wholesale sales
for the fiscal  year ending  December  31,  1999.  The failure of the Company to
replace sales of T.J.  Cinnamons branded products with other products could have
an adverse effect on the Company's business,  financial condition and results of
operations.

     (h) Trademarks and Service Marks. The Company's  business is dependent upon
its license of the T.J.  Cinnamons  and  CinnaChips  trademarks  pursuant to the
Triarc license  agreement . The Company  believes  these  trademarks and service
marks have significant value and are important to the marketing of its products.
However,  in addition to the  non-exclusivity  of the Triarc license  agreement,
there can be no  assurance  that the Company will be able to retain these rights
pursuant to its license  agreement,  that these marks do not or will not violate
the proprietary  rights of others,  that the marks would be upheld if challenged
or that  the  Company  would  not be  prevented  from  using  these  marks.  The
occurrence of any of the  aforementioned  events could have an adverse effect on
the Company's business, financial condition and results of operations.

     (i) Limited  Manufacturing and Warehouse  Facilities.  The Company has only
one manufacturing and warehouse facility located in El Cajon,  California,  with
limited  production  capacity.  The  Company  plans to  improve  its  production
capability by  implementing  further  automation of its production and packaging
processes  through  new  equipment   purchases  which  the  Company  anticipates
financing through equipment leases.  There can be no assurance that the Company,
will, in the future,  be able to manufacture and warehouse  products in adequate
quantities  to meet  future  demand.  Accordingly,  the Company may have to seek
additional manufacturing capacity and warehouse facilities.

     (j) Dependence on Major Customers.  The Company's  current revenues consist
primarily of sales to a limited number of large supermarket  chains.  During the
fiscal year ended December 31, 1999,  approximately  60% of the Company's  sales
were to  Ralph's  Supermarkets  and  Food-4-Less  Supermarkets,  a wholly  owned
subsidiary  of  Ralph's  Supermarkets.  The  Company  does not  have a  purchase
agreement  with  Ralph's  and  Food-4-Less  Supermarkets,  and as a result,  the
Company's success will depend upon a continuous stream of orders for its various

                                      -12-

<PAGE>

products from existing  customers  and an  increasing  number of new  customers.
There can be no assurance,  however,  that the Company's prior sales to existing
accounts will result in any new and/or repeat orders from these or other similar
accounts.  The failure of such  accounts to carry the  Company's  products or to
place repeat orders for the  Company's  products  would have a material  adverse
effect on the Company's business, financial condition and results of operations.

     (k)  Dependence  Upon Key  Personnel.  The success of the  Company  will be
largely  dependent  on the  efforts  of certain  key  personnel  of the  Company
including Charles Loccisano,  its Chairman and Chief Executive Officer, and Alan
Gottlich its President and Chief Financial  Officer.  The loss of the service of
any such  persons  would  have a material  adverse  effect on the  Company.  The
Company maintains  "key-man" insurance on Charles Loccisano and Alan Gottlich in
the amount of  $1,000,000  and $500,000,  respectively.  The Company has entered
into  three  year  employment  agreements  with each of  Messrs.  Loccisano  and
Gottlich.  The loss of services of either of these two individuals would have an
adverse  effect on the Company's  business,  financial  condition and results of
operations.

     (l) Dependence Upon Other Personnel.  The Company is also be dependent upon
its ability to retain  existing and hire  additional  qualified  personnel.  The
competition  for  qualified  personnel  in the food  industry  is  intense  and,
accordingly,  there can be no assurance  that the Company will be able to retain
or hire other  necessary  personnel.  If the  Company is required to provide its
employees  higher  wages or more  extensive  or costly  benefits  as a result of
competitive  reasons  or  changes  in  governmental  regulations,  the  expenses
associated  with  the  Company's  operations  could be  substantially  increased
without an offsetting increase in the Company's revenues.

     (m) Government  Regulations;  Minimum Wages. The Company also is subject to
various  federal,  state and local laws  affecting its  business.  The Company's
wholesale  bakery is subject to  regulation  by various  governmental  agencies,
including  state  and  local  licensing,  zoning,  land  use,  construction  and
environmental  regulations  and  various  health,  sanitation,  safety  and fire
standard laws and  regulations.  In addition,  suspension of certain licenses or
approvals, or failure to comply with applicable regulations or otherwise,  could
interrupt the  operations of the Company's  manufacturing  facility or otherwise
adversely  affect  the   manufacturing   facility  of  the  Company.   Any  such
interruption  could have a material adverse effect on the Company's revenues and
results of  operations.  The  Company is also  subject to federal and state laws
establishing minimum wages and regulating overtime and working conditions. Since
a substantial portion of the Company's manufacturing facility personnel are paid
or expected to be paid at rates based on the federal minimum wage,  increases in
such minimum wage will  increase the  Company's  labor costs.  If the Company is
required to pay higher wages to its employees,  the expenses associated with the
Company's  operations  could be increased  without a  corresponding  increase in
revenues.

     (n) Insurance and Potential  Liability.  The Company  maintains  insurance,
including  insurance  relating to personal  injury,  in amounts that the Company
currently considers adequate.  Nevertheless, a partially or completely uninsured
or  underinsured  claim  against the Company,  if  successful  and of sufficient
magnitude,  could  have a material  adverse  effect on the  Company's  business,
financial condition and results of operations.

                                      -13-

<PAGE>

     (o) Lack of  Liquidity;  Volatility  of Market  Price of  Common  Stock and
Warrants.  The Common Stock and Warrants of the Company were  delisted  from the
Nasdaq SmallCap Market on January 7, 1998 and are presently quoted and traded on
the OTC Bulletin Board. As a result,  the purchaser of the Company's  securities
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of the Common Stock and Warrants. Consequently, there can be no
assurance  that an active and liquid  market for the Common Stock or the uniform
quotation of prices for the Common Stock can be sustained.  The market price for
the Company's  Common Stock and Warrants may also be  significantly  affected by
such  factors  as  the  introduction  of new  products  by  the  Company  or its
competitors.  Additionally,  in recent years, the stock market has experienced a
high level of price and volume volatility, and market prices for many companies,
particularly small and emerging growth companies,  the securities of which trade
in the  over-the-counter  market,  have experienced wide price  fluctuations not
necessarily related to the operating  performance of such companies.  The market
price and  liquidity  of the  Company's  Common  Stock and  Warrants may also be
significantly affected by the general business condition of the Company.

     As a result of the  delisting of the Company's  securities  from the Nasdaq
SmallCap  Market,  sales of the  Company's  securities  are  within the scope of
Securities and Exchange  Commission rules that imposes additional sales practice
requirements  on  broker-dealers  who sell such securities to persons other that
their established  customers and accredited  investors  (generally  institutions
with assets in excess of $5,000,000 or  individuals  with net worth in excess of
in excess of $1,000,000 or annual income exceeding  $200,000 or $300,000 jointly
with their spouses).  For transactions  covered by that rule, the  broker-dealer
must make a special  suitability  determination  with respect to each purchaser,
and receive the purchaser's  written  agreement to the transaction  prior to the
sale.  Consequently,  the rule may affect the ability of  broker-dealers to sell
the Company's securities and also may affect the ability of current shareholders
to sell their securities in the secondary market. There can be no assurance that
trading  of the  Company's  securities  will not be  adversely  affected  by the
Company's failure to comply with these or other regulations that could adversely
effect the market for such securities.

     (p) Effect of Penny Stock Rules on Liquidity for the Company's  Securities.
The Securities and Exchange  Commission (the "Commission")  regulations define a
"penny stock" to be an equity  security not registered on a national  securities
exchange,  or for which  quotation  information  is  disseminated  on the Nasdaq
SmallCap Market that has a market price (as therein  defined) of less than $5.00
per share or an exercise price of less than $5.00 per share,  subject to certain
exemptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules require delivery, prior to a transaction in a penny stock, of a disclosure
schedule  prepared  by the  Commission  relating  to  the  penny  stock  market.
Disclosure  is also  required to be made about  commissions  payable to both the
broker-dealer and the registered  representative  and current quotations for the
securities.  Finally,  monthly  statements  are  required to be sent  disclosing
recent price information for the penny stock held in the account and information
on the limited market in penny stocks.

     The  foregoing  required  penny stock  restrictions  apply to the Company's
securities if such  securities  continue to be listed on the OTC Bulletin Board,
and have  certain  price  and  volume  information  provided  on a  current  and
continuing  basis or meet certain  minimum net tangible assets or average return

                                      -15-

<PAGE>

criteria.  In any event, even if the Company's  securities were exempt from such
restrictions,  the  Company  would  remain  subject to Section  15(b)(6)  of the
Securities  Exchange Act of 1934,  as amended,  which gives the  Commission  the
authority  to  prohibit  any person that is engaged in  unlawful  conduct  while
participating  in a  distribution  of a  penny  stock  from  associating  with a
broker-dealer  or  participating  in a  distribution  of a penny  stock,  if the
Commission finds that such a restriction would be in the public interest.  Since
the Company's  securities  are subject to the rules on penny stocks,  the market
liquidity  for the  Company's  securities  could  be  materially  and  adversely
affected.  Any  disruption in the liquid  market of the  Company's  Common Stock
could limit the Company's access to the equity markets in the future,  and could
have a materially adverse effect on the Company's business, financial conditions
and results of operations.

     (q) Dividend Policy. To date, the Company has not paid any dividends on its
Common  Stock.  The Board of Directors  does not  anticipate  declaring any cash
dividends on its Common Stock in the foreseeable  future.  Future dividends,  if
any, will be dependent upon the results of operations and financial condition of
the  Company,  tax  considerations,  industry  standards,  economic  conditions,
general business practices and other factors.

     (r) Control by Directors and Executive Officers.  The directors,  executive
officers and their affiliates own approximately 42% of the Company's outstanding
Common Stock  (excluding  currently  exercisable  stock  options) and 49% of the
Company's outstanding Common Stock including currently exercisable stock options
and,  therefore,  are in a position to elect all of the Company's directors who,
in turn, elect all of the Company's executive  officers.  Members of management,
if acting in concert,  will have sufficient  voting power to control the outcome
of all corporate  matters  submitted to the vote of shareholders,  including the
election  of  directors,  changes  in the size and  composition  of the Board of
Directors,  mergers, tender offers, and open-market purchase programs that could
give  shareholders  of the Company the opportunity to realize a premium over the
then-prevailing market price for their shares. In addition, the concentration of
ownership in several members of management  could have the effect of delaying or
preventing a change in control of the Company and may effect the market price of
the Company's common stock.


                                      -15-

<PAGE>
ITEM 2. PROPERTIES

     The Company leases its executive offices at One Harmon Plaza, Secaucus, New
Jersey.  The offices  occupy  approximately  2,200 square feet with a lease term
expiring May 31,  2000.  The lease  provides  for a fixed rent of  approximately
$3,800  per  month.  The  Company  anticipates  continuing  its  occupancy  on a
month-to-month lease following the expiration of the term.

The Company leases its wholesale bakery production facility located in El Cajon,
California  with the lease  term  expiring  in  November  2006.  The lease has a
minimum  base  occupancy  charge  of  $15,800  per  month  plus  charges  for  a
proportionate  share of building  operating expenses and real estate taxes. with
an increase of 4% per annum, plus charges for a proportionate  share of building
operating expenses and real estate taxes.



                                      -16-
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

     In November 1998, the Company filed a civil action against Sweet Goods LLC,
Gary Kleinman and Robert Statman (the "Defendants") in the Superior Court of New
Jersey.  The claim is for the collection of invoices  aggregating  approximately
$115,000  representing  the  value  of  certain  baked  goods  delivered  to the
Defendants.  On February 1, 1999,  the Defendants  filed an  answer/counterclaim
related to the  alleged  defective  nature of the baked goods  provided  and the
resultant loss of certain  alleged key customer  accounts.  No specific  damages
were outlined in the counterclaim, which the Company believes are without merit.
The Company and the Defendants have served  interrogatories to one another,  and
the Company  intends to depose the  Defendants in the near future as part of its
discovery  process.  The  Company  intends to  vigorously  pursue its claims and
defend itself against the Defendants counterclaims.

     In  addition,  the Company  from time to time has been  involved in routine
litigation,  including  litigation with various  vendors and creditors.  None of
these  litigation  matters in which the Company has been involved is material to
its financial condition or results of operations.



                                      -17-

<PAGE>

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

     The Company did not submit any matters to vote of its stockholders, through
the  solicitation  of proxies or otherwise  during the fourth  quarter of fiscal
1999.



                                      -18-

<PAGE>

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

     The Company's Common Stock and Class B Warrants are currently traded on the
OTC  Bulletin  Board  ("OTC")  under the symbols  "TJCI" and  "TJCIZ".  Prior to
January  7, 1998,  the  Company's  Common  Stock,  Class A Warrants  and Class B
Warrants were traded on the Nasdaq SmallCap Market under the same symbols.

     The following  table sets forth,  for the periods  indicated,  the range of
high and low bid prices of the Common Stock as reported by Nasdaq for the twelve
months ended  December 31, 1998 and  December  31,  1999.  These prices  reflect
inter-dealer   prices  and  do  not  include  retail  mark-ups,   mark-downs  or
commissions, and do not necessarily represent actual transactions.

                                                     High             Low
Quarters Ending:
March 31, 1998 .......................               $7/16            $1/4
June 30, 1998 ........................                9/16             3/8
September 30, 1998 ...................                3/4              9/16
December 31, 1998 ....................                1 1/16           .08

Quarters Ending:
March 31, 1999 .......................               $.29             $13/16
June 30, 1999 ........................                .29              5/16
September 30, 1999 ...................                3/16             3/8
December 31, 1999 ....................                1/8              5/16

     The  approximate  number of  stockholders  of the Common Stock on record at
December 31, 1999 was approximately  500, not including  beneficial owners whose
shares are held by banks, brokers and other nominees.

     The  Company  has not  paid  any  dividends  in the  past.  Declaration  of
dividends in the future will remain within the discretion of the Company's Board
of  Directors.  As a Delaware  corporation,  the Company may not declare and pay
dividends  on its  capital  stock if the  amount if the amount  paid  exceeds an
amount equal to the excess of the Company's net assets over paid-in-capital, or,
if there is no  excess,  its net  profits  for the  current  and/or  immediately
preceding  fiscal year.  Future  dividends,  if any, will be dependent  upon the
results  of   operations   and   financial   condition  of  the   Company,   tax
considerations,   industry  standards,  economic  conditions,  general  business
practices and other factors.

Sales of Unregistered Securities

     The  following  sales  of  unregistered   securities  occurred  during  the
Company's fiscal years ended December 31, 1997, 1998 and 1999:

                                      -19-
<PAGE>

1. In 1997, the Company authorized the issuance of 1,250 shares of the Company's
Common Stock to Kaya Yurtkuran.  These shares were issued without an underwriter
or placement  agent in  consideration  for  consulting  services  rendered.  The
exemption  from  registration  for the issuance was claimed  pursuant to Section
4(2) of the Securities  Act of 1933, as amended,  in reliance upon the fact that
such sale did not involve a public offering.

2. In  November  1997,  in order to  bring  the  Company  into  compliance  with
requirements  necessary for  continued  listing on the Nasdaq  SmallCap  Market,
Charles Loccisano,  the Company's Chairman and Chief Executive Officer, and Alan
Gottlich,  the Company's  President and Chief  Financial  Officer,  purchased an
aggregate of 20,000 shares of redeemable  Series B preferred stock at a price of
$5.00  per  share.  In  January  1998,  following  delisting  of  the  Company's
securities from the Nasdaq  SmallCap Market and as a result of additional  funds
loaned to the Company by Messrs.  Loccisano and Gottlich, these shares of Series
B preferred stock were redeemed by the Company at a price of $5.00 per share.

3. In 1998, the Company authorized the issuance of 3,000 shares of the Company's
Common Stock to Gelt Financial Corporation.  These shares were issued without an
underwriter or placement agent in consideration for providing the Company with a
working capital line of credit. The exemption from registration for the issuance
was claimed  pursuant to Section 4(2) of the Securities Act of 1933, as amended,
in reliance upon the fact that such sale did not involve a public offering.

4. In 1998,  the Company  authorized the issuance of 800 shares of the Company's
Common Stock to KenTech, Inc. These shares were issued without an underwriter or
placement agent in consideration for consulting services rendered. The exemption
from  registration  for the issuance was claimed pursuant to Section 4(2) of the
Securities Act of 1933, as amended, in reliance upon the fact that such sale did
not involve a public offering.

5. In 1998,  the  Company  authorized  the  issuance  of  300,000  shares of the
Company's Common Stock to Charles  Loccisano,  the Company's  Chairman and Chief
Executive  Officer,  and  Alan  Gottlich,  the  Company's  President  and  Chief
Financial Officer.  These shares were issued without an underwriter or placement
agent in  consideration  for providing the Company with a working line of credit
in the amount of $500,000.  The exemption from registration for the issuance was
claimed  pursuant to Section 4(2) of the Securities Act of 1933, as amended,  in
reliance upon the fact that such sale did not involve a public offering.

6. In 1999,  the  Company  authorized  the  issuance  of  19,500  shares  of the
Company's Common Stock to Gelt Financial  Corporation.  These shares were issued
without an underwriter  or placement  agent in  consideration  for providing the
Company with a working capital line of credit.  The exemption from  registration
for the issuance was claimed  pursuant to Section 4(2) of the  Securities Act of
1933,  as amended,  in  reliance  upon the fact that such sale did not involve a
public offering.

                                      -20-

<PAGE>

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

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 (for the fiscal year ended December 31, 1999 compared
to the fiscal year ended December 31, 1998).

     The following tables set forth the components of the Company's revenue:


                                               Fiscal Year Ended December 31,
                                                  1999                1998
                                               ----------         ----------

     Wholesale sales                           $4,392,570         $4,409,441
     Company-owned bakery sales                         0             86,227
     Royalties and licensing fees                       0             80,000
                                               ----------         ----------

     Total Revenue                             $4,392,570         $4,575,668


     Wholesale sales decreased by less than 1% to $4,392,570 for the fiscal year
ended  December 31, 1999 from  $4,409,411 for the fiscal year ended December 31,
1998.  This decrease was primarily the result of a 32% decrease in wholesale for
the six months  ended  June 30,  1999 as  compared  to the prior year due to the
cancellation  of a sales program with Walmart Super  Centers.  This decrease was
partially  offset by a 42% increase in wholesale  sales for the six months ended
December 31, 1999 as compared to the prior year due to the  introduction  of the
Company's  products into new accounts and the  development of new gourmet bakery
products.  Sales of T.J.  Cinnamons branded products accounted for approximately
47% of  wholesale  sales for the  fiscal  year  ended  December  31,  1998 which
decreased to 20% of wholesale sales for the fiscal year ended December 31, 1999.
See "Risk  Factors - Loss of Sales  from  Failure  to Renew the  Triarc  License
Agreement."

     Company-owned  bakery sales were $0 for the fiscal year ended  December 31,
1999 as compared to $86,227 for the fiscal year ended  December 31,  1998.  This
change   resulted  from  the  closing  of  the  retail  bakery  located  in  the
Poughkeepsie  Galleria Mall in July 1998. The closing of the Poughkeepsie bakery
was one of the conditions of the Triarc agreement.

     Royalty and  licensing  fee  revenues  decreased  to $0 for the fiscal year
ended  December  31,  1999 as  compared  to $80,000  for the  fiscal  year ended
December  31,  1998.  This change  resulted  from the  elimination  of franchise
royalty  fees as a result of the Triarc  transaction  in August 1998 whereby the
Company sold all of its rights in the T.J. Cinnamons retail franchise system.

     Cost of goods sold decreased to $3,481,847,  or 79% of net wholesale sales,
for the fiscal year ended December 31, 1999, as compared to  $3,645,956,  or 83%

                                      -21-

<PAGE>

of net  wholesale  sales,  for the fiscal year ended  December  31,  1998.  This
decrease  resulted from decreases in ingredient  and packaging  costs based on a
focused  procurement  effort,  and  decreases  in labor  costs due to  increased
automation and production efficiencies.

     Selling,  general and administrative expenses decreased by 8% to $1,977,526
for the fiscal year ended December 31, 1999 from  $2,155,823 for the fiscal year
ended December 31, 1998.  This decrease was primarily the result of management's
implementation  of  a  cost  containment   program  which  resulted  in  reduced
management   payroll,   professional   fees  and  other  corporate  general  and
administrative costs.

     Gain from sale of assets was $0 for fiscal year ended  December 31, 1999 as
compared to $3,312,410  for the fiscal year ending  December 31, 1998.  The gain
from sale of assets in fiscal 1998 resulted from the sale of assets to Triarc in
August 1998. See "Business - Triarc Transactions."

     Loss  from the  relocation  of  bakery  was $0 for the  fiscal  year  ended
December 31, 1999 as compared to $129,192 for the fiscal year ended December 31,
1998.  The loss from  relocation of bakery  resulted  from expenses  incurred in
connection  with the  relocation  of the Company's  manufacturing  facility from
Santa Ana,  California to El Cajon,  California in June 1998  resulting from the
expiration of the lease term. These expenses included moving costs,  training of
new employees,  additional  rent and storage costs and other costs incurred as a
direct result of the move.

     Interest  expense for the fiscal year ended  December 31, 1999 decreased to
$18,232 as compared to $145,337  for the fiscal year ended  December  31,  1998.
This decrease in interest expense resulted primarily from the decreased interest
expenses associated with the Company's  short-term loans and accounts receivable
financing  which  were  repaid  in  full  out of  the  proceeds  of  the  Triarc
transaction in August 1998.

     Other income  increased  to $68,341 for the fiscal year ended  December 31,
1999 from $0 for the fiscal year ended  December 31, 1998.  The  forgiveness  of
debt for the fiscal  year  ended  December  31,  1999 was due to  reductions  in
accounts payable and accrued liabilities  resulting from discounted  settlements
and write-offs of certain accounts payable.

     The Company had a net loss of $1,016,694 for the fiscal year ended December
31,  1999 as  compared  to a net gain of  $1,811,770  for the fiscal  year ended
December 31, 1998.

     Liquidity and Capital Resources

     At  December  31,  1999,  the  Company  had a working  capital  balance  of
approximately  $362,000.  During the twelve months ended  December 31, 1999, the
Company experienced cash flow deficits from its operating  activities  primarily
because its  operating  expenses  exceeded its operating  revenues.  The Company
believes that its current working capital,  together with its anticipated  lines
of  credit,  and the  Company's  anticipated  cash  from  operations,  should be
sufficient to satisfy the Company's cash needs through  December 31, 2000.  This
expectation  is,  however,  based in part on anticipated  increases in revenues.
Should such revenue  increases  not occur or should they be  materially  smaller

                                      -22-

<PAGE>

than  anticipated,  or should  demand be greater than  anticipated,  the Company
might  find it  necessary  to seek  additional  financing  or to reduce  planned
expenditures on marketing and product expansion if efficient financing cannot be
obtained or obtained timely on terms acceptable to the Company.

     The Company used net cash in operating activities in the amount of $799,202
for the fiscal year ended  December 31, 1999, as compared to $1,734,544  for the
fiscal year ended  December  31,  1998.  The Company  used net cash in investing
activities in the amount of $9,659 for the fiscal year ended  December 31, 1999,
as compared to net cash  received  from  investing  activities  in the amount of
$2,661,401 for the fiscal year ended December 31, 1998. The Company received net
cash from  financing  activities  in the amount of $213,965  for the fiscal year
ended  December 31, 1999 as compared to net used in financing  activities in the
amount of $258,545 for the fiscal year ended December 31, 1998.

     In  July  1998,   the  Company   borrowed   $150,000  from  Gelt  Financial
Corporation.  The loan  provided  for interest at the rate of 5% above the prime
rate,  and was secured by all the  payments  due the Company  under the purchase
agreement dated June 3, 1996 entered into with Triarc Restaurant Group. In order
to induce Gelt  Financial  Group to enter into this loan,  the Company paid Gelt
Financial  Group a  placement  fee in the amount of $15,625  and agreed to issue
Gelt Financial Group 15,000 shares of the Company's  unregistered  common stock.
This loan was repaid in full in August  1998 out of the  proceeds  of the Triarc
agreement.

     In  August  1998,  Charles  Loccisano,  the  Company's  Chairman  and Chief
Executive  Officer,  and  Alan  Gottlich,  the  Company's  President  and  Chief
Financial Officer, provided the Company with short term bridge loans aggregating
$100,000.  These loans  provided for a loan fee of 5%  representing  the initial
loan fees and  interest  on the loan.  These loans were repaid in full in August
1998 out of the proceeds of the Triarc agreement.

     In August 1998,  the Company  closed an agreement  with Triarc  pursuant to
which the Company sold all of its rights and  interests  under the existing T.J.
Cinnamons franchise agreements and terminated the purchase agreement with Triarc
dated June 3, 1996 and the license  agreement and management  agreement  entered
into with Triarc and affiliates  dated August 29, 1996.  Under the terms of this
agreement,  the  Company  received  payments  aggregating  $4,000,000  of  which
$3,000,000  was paid in cash at closing and $1,000,000 was paid in the form of a
noninterest bearing promissory note payable over 24 months. The Triarc agreement
further  provided  for a  contingent  additional  payment  of  up to  $1,000,000
conditioned  upon the  Company's  attainment  of certain  sales  targets of T.J.
Cinnamons  products for the fiscal year ended December 31, 1998. Based on actual
sales for the fiscal year ended  December 31, 1998,  the Company did not achieve
these  sales  targets,  and as a result,  the Company did not receive any of the
conditional additional payments under the Triarc agreement.

                                      -23-
<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     See Item 13(a)(1) in Part IV.




                                      -24-
<PAGE>


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

         None




                                      -25-
<PAGE>
Part III

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

     The Company's executive officers and directors are as follows:

Name                 Age     Position with the Company            Director Since
----                 ---     -------------------------            --------------
Charles Loccisano    51      Chairman, Chief Executive Officer        1992
                             and Director
--------------------------------------------------------------------------------
Alan Gottlich        39      President, Chief Financial Officer,      1992
                             Treasurer and Director
--------------------------------------------------------------------------------
Philip Friedman      53      Director                                 1993
--------------------------------------------------------------------------------
Paul Bergrin         43      Director                                 1996
--------------------------------------------------------------------------------


     Charles  Loccisano  has been the  Chairman,  Chief  Executive  Officer  and
Director of the Company  since its  acquisition  in June 1992.  Since 1980,  Mr.
Loccisano  has  primarily  engaged  in  the  acquisition,   development   and/or
management of real estate  through his general  partnership  interest in various
real estate limited partnerships. Some of these partnerships were forced to file
for protection  under the United States  Bankruptcy Code after a turndown in the
real  estate  market  in 1997.  Some of  these  partnerships  were  successfully
reorganized  and some  lost  their  real  properties  in  bankruptcy  and/or  to
foreclosure.  In November 1999,  Mr.  Loccisano  voluntarily  pled guilty to one
count  of a  misdemeanor  for  making  false  statements  to the  United  States
Department of Housing and Urban  Development  (HUD). This plea was the result of
his  activities  as a principal  and  officer of  Harmon/Envicon  Associates,  a
national real estate syndication company, during the period of June 1991 through
December  1992. Mr.  Loccisano  entered the plea agreement to avoid a protracted
and costly  litigation.  Mr.  Loccisano  was also a principal  of a company that
owned five Roy Roger restaurants and three T.J. Cinnamons bakeries in New Jersey
from 1989 through 1994. In addition,  Mr.  Loccisano was a general  partner in a
200 room hotel in Morristown  New Jersey which was acquired in 1991 and was sold
in 1998.

     Alan  Gottlich  has been the Vice  Chairman,  Chief  Financial  Officer and
Director of the Company since its  acquisition  in June 1992,  and the President
since October,  1996. Prior thereto,  Mr. Gottlich was primarily  engaged in the
acquisition,  development  and/or  management of real estate through his general
partner interest in various real estate limited partnerships.  In November 1999,
Mr.  Gottlich  voluntarily  pled guilty to one count of a misdemeanor for making
false  statements  to HUD.  This  plea was the  result of his  activities  as an
employee  of  Harmon/Envicon  Associates,  a national  real  estate  syndication
company,  during the period of June 1991 through  December  1992.  Mr.  Gottlich
entered the plea  agreement to avoid a  protracted  and costly  litigation.  Mr.
Gottlich  was  also  a  principal  of a  company  that  owned  five  Roy  Rogers
restaurants  and three T.J.  Cinnamons  bakeries in New Jersey from 1989 through
1994. Prior to that, Mr. Gottlich was a staff accountant at Touche Ross & Co.

     Philip  Friedman has been a Director of the Company since August 1993.  Mr.
Friedman is the president of McAlister's Corporation, operator and franchiser of
the  McAlister's  Deli Restaurant  chain.  From 1984 through 1986, he was he was

                                      -26-

<PAGE>

Vice  President of Finance and  Administration  for  Cini-Little  International,
Inc., the largest food service consulting firm in the United States.  While with
P. Friedman & Associates,  Mr.  Friedman has taken interim  executive  positions
with certain clients. In 1996, Mr. Friedman was named interim President of Panda
Management  Company,  Inc. a national chain of restaurants serving Chinese food.
In 1998 he served as  Chairman  of the  Board for Rosti  Restaurants  and is the
President and  principal  shareholder  of P.Friedman & Associates,  Inc., a food
management and consulting  company based in Rockville,  Maryland.  Mr.  Friedman
graduated from the University of Connecticut  with Bachelors and Masters degrees
and received his MBA from the Wharton  School of Business at the  University  of
Pennsylvania.  Mr.  Friedmn  serves as a director of Roadhouse  Grill,  Inc. and
Eateries, Inc., both publicly traded companies.

     Paul Bergrin has been a Director of the Company since  November  1996.  Mr.
Bergrin has been a partner in the law firm of Pope,  Grossman,  Bergrin  Toscano
and  Verdesco  for more than the last five years  specializing  in criminal  and
civil litigation.

             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act ("Section  16(a)") requires the Company's
directors, executive officers, and persons who own more than 10% of a registered
class of the company's equity  securities,  to file with the SEC initial reports
of  ownership  and  reports of changes in  ownership  of Common  Stock and other
equity  securities  of the  Company.  Officers,  directors  and greater than 10%
stockholders  are  required by the SEC  regulation  to furnish the Company  with
copies of all Section 16(a) forms they file.

     To the Company's knowledge,  based solely on a review of the copies of such
reports furnished to the Company and representations  that no other reports were
required,  during the fiscal year ended  December  31, 1999,  all Section  16(a)
filing requirements  applicable to its officers,  directors and greater than 10%
beneficial owners were complied with.


                                      -27-
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

                           Summary Compensation Table

     The  following  table  sets  forth the total  annual  compensation  paid or
accrued by the Company for services in all  capacities  for the Chief  Executive
Officer  and each other  officer  who made in excess of  $100,000  (salary  plus
bonuses) (the "Named  Officers")  for the fiscal years ended  December 31, 1998,
1997 and 1996.  No other  executive  officers of the Company who were serving as
such at the end of such  fiscal  years  received  salary  and bonus in excess of
$100,000.

<TABLE>
<CAPTION>
                                                         Long Term Compensation Awards
                                                         -----------------------------
                                   Annual Compensation        Other   Securities
Name and Principal                 -------------------        Annual  Underlying
Position                 Year      Salary       Bonus        Comp.(1)  Options
------------------------------------------------------------------------------
<S>                      <C>     <C>                <C>      <C>             <C>
Charles Loccisano,       1999    $193,678           $0       $12,000        -0-
  Chairman, and Chief    1998     189,935 (2)  105,984        12,000    312,125 (4)
  Executive Officer      1997     134,615       68,805        12,000    225,000

Alan Gottlich,           1998    $138,342           $0       $ 9,000        -0-
  President and Chief    1997     125,818 (3)   52,992         9,000    188,250 (4)
  Financial Officer      1997      98,464       34,402         9,000    163,500

<FN>
(1)  These amounts represent reimbursable automobile expenses.

(2)  $17,500 of this amount  represents  salary  accruals  from 1997 paid during
     1998.

(3)  $11,250 of this amount  represents  salary  accruals  from 1997 paid during
     1998.

(4)  In  January  1998,  the Board of  Directors  approved a  resolution  by the
     Options  Committee  whereby  the Company  canceled  stock  options  held by
     Messrs.  Loccisano  and  Gottlich  in the  amount of  417,500  and  251,000
     respectively, and granted new options in the amount of 313,125 and 188,250,
     respectively.
</FN>
</TABLE>

                     Stock Option Grants in Last Fiscal Year

     No options were  granted  under the  company's  option plan during the year
ended December 31, 1999.




                                      -28-
<PAGE>

               Aggregate Option Exercises in Last Fiscal Year and
                         Fiscal Year End Option Values

     The  following  table sets forth  information  regarding  aggregate  option
exercises and year end option values.

<TABLE>
<CAPTION>
====================================================================================================================
                                                                               Number of             Value of
                                                                              Unexercised           Unexercised
                                                                               Options at           In-The-Money
                                                                              12/31/99 (1)       Options at 12/31/99

                                Shares Acquired on       Value                Exercisable/          Exercisable/
Name                            Exercise                 Realized            Unexercisable         Unexercisable
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>                      <C>               <C>                      <C>
Charles Loccisano, Chairman      0                        0                 313,125 / 15,000           0 / 0
and Chief Executive Officer
====================================================================================================================
Alan Gottlich, President, and    0                        0                 188,250 / 15,000           0 / 0
Chief Financial Officer
====================================================================================================================
</TABLE>


                              Director Compensation

     The Company provides  compensation to outside directors at the rate of $300
per month, and provides  reimbursement of travel and other expenses  incurred in
attending  meetings.  Directors  who are employees of the Company do not receive
fees for attendance at director' meetings.

              Employment Contracts and Change of Control Agreements

     On  October 1,  1997,  the  Company  entered  into a three year  employment
agreement with Charles  Loccisano,  the Company's  Chairman and Chief  Executive
Officer,  providing for an annual base salary of $175,000.  The base salary will
be increased by 10% per annum on each anniversary, and a bonus may be payable at
the discretion of the Board of Directors.

     On  October 1,  1997,  the  Company  entered  into a three year  employment
agreement  with Alan  Gottlich,  the  Company's  President  and Chief  Financial
Officer,  providing for an annual base salary of $125,000.  The base salary will
be increased by 10% per annum on each anniversary, and a bonus may be payable at
the discretion of the Board of Directors.

     Both of these employment  agreements  include change of control  provisions
providing  for a  payment  equal  to two  years  base  salary  plus  one half of
aggregate bonuses paid during the three years prior to termination. In addition,
both of these  employment  agreements  have a number or  provisions  relating to
term, duties, termination and other contractual rights.

                                      -29-
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth  information,  as of December 31, 1999 as to
the beneficial ownership of Common Stock (including shares which may be acquired
within sixty days pursuant to stock options) of each director of the Company and
the executive  officers of the Company listed in the Summary  Compensation Table
below, all directors and executive  officers as a group and persons known by the
Company  to  beneficially  own more than 5% of the Common  Stock.  Except as set
forth below, no person beneficially owns more than 5% of the Common Stock.

                            Number of Shares
Name and Address of         of Common Stock                      Percent
Beneficial Owner (1)       Beneficially Owned (2)           Beneficially Owned
------------------------------------------------------------------------------

Charles Loccisano             1,530,049 (3)(4)                   38.2%
Loccisano Trusts                368,389 (5)                       9.2%
Alan Gottlich                   360,589 (6)(7)                    9.0%
Philip Friedman                  97,109 (8)                       2.4%
Paul Bergrin                     52,500 (9)                       1.3%

All Directors and
Executive Officers
as of group (four persons)    2,040,247 (10)                     50.9%

(1)  Unless otherwise indicated, the address of each beneficial owner is that of
     the Company's principal executive offices.

(2)  The  securities  "beneficially  owned" by an individual  are  determined in
     accordance  with the definition of "beneficial  ownership" set forth in the
     regulations of the Securities and Exchange  Commission.  Accordingly,  they
     may include securities owned by of for, among others, the wife and/or minor
     children of the  individual and any other relative who has the same home as
     such individual, as well as other securities as to which the individual has
     or shares  voting or  investment  power or has the right to  acquire  under
     outstanding  stock  options  within 60 days  after the date of this  table.
     Beneficial  ownership may be  disclaimed  as to certain of the  securities.
     Certain  of these  shares  are held in  escrow  ("Escrow  Shares")  and are
     subject to release on the earlier of (a) the  achievement by the Company of
     certain minimum pre-tax earnings during specified periods,  and (b) May 12,
     2001.  Such  shares  may be voted but may not be  transferred  prior to the
     release from escrow.

(3)  Includes  184,195 shares held by The Charles  Loccisano  Irrevocable  Trust
     f/b/o Marissa Loccisano all of which are Escrow Shares,  and 184,195 shares
     held by The Charles  Loccisano  Irrevocable  Trust f/b/o Michael  Loccisano
     (jointly  referred to as the  "Loccisano  Trusts")  all of which are escrow
     shares,  with respect to which Mr. Loccisano is the settlor.  Mr. Loccisano
     disclaims beneficial ownership of these shares. Mr. Gottlich and Mr. Feiger
     are the  trustees  of the  Loccisano  Trusts and posses  shared  voting and
     dispositive power.

(4)  Includes  a  maximum  of  283,125  shares  which may be  acquired  upon the
     exercise of options  exercisable  within the next 60 days.  Excludes 15,000
     shares subject to options not exercisable within the next 60 days.

(5)  Includes  184,195 shares held by The Charles  Loccisano  Irrevocable  Trust
     f/b/o Marissa Loccisano, all of which are Escrow Shares, and 184,195 shares
     held by The Charles Loccisano  Irrevocable  Trust f/b/o Michael  Loccisano,
     all of which  are  escrow  shares.  Mr.  Gottlich  and Mr.  Feiger  are the
     trustees of the Loccisano  Trusts and posses shared voting and  dispositive
     power.

(6)  Includes  a  maximum  of  158,250  shares  which may be  acquired  upon the
     exercise of options  exercisable  within the next 60 days.  Excludes 15,000
     shares subject to options not exercisable within the next 60 days.

(7)  Includes 155,874 shares held by Mr.  Gottlich's  spouse of which 64,765 are
     Escrow Shares,  as to which Mr. Gottlich  disclaims  beneficial  ownership.
     Excludes  368,389  shares  held by the  Loccisano  Trusts  over  which  Mr.
     Gottlich has shared voting and dispositive power.

(8)  Includes a maximum of 77,109 shares which may be acquired upon the exercise
     of options  exercisable  within the next 60 days.  Excludes  15,000  shares
     subject to options not exercisable within the next 60 days.

(9)  Represents   shares  that  are  issuable   upon  the  exercise  of  options
     exercisable  within the next 60 days.  Excludes  15,000  shares  subject to
     options not exercisable within the next 60 days.

(10) Includes  a  maximum  of  555,984  shares  which may be  acquired  upon the
     exercise of options that are exercisable within the next 60 days.

                                      -30-
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Policy for Related Party Transactions

     The Company believes that all  transactions  with officers,  directors,  or
affiliates  to date are on terms no less  favorable  than those  available  from
unaffiliated  third  parties.  It  is  the  Company's  policy  that  all  future
transactions  with officers,  directors,  or affiliates  will be approved by the
independent  members of the Company's  Board of Directors not having an interest
in the transaction and will be on terms no less favorable than could be obtained
from unaffiliated third parties.

     Heinz Bakery Products License Agreement

     In June  1992,  the  Company  entered  into an  exclusive  20 year  license
agreement with Heinz Bakery Products  ("Heinz"),  pursuant to which, among other
things,  Heinz paid an  aggregate of $1.425  million in advance  royalties to be
offset by actual  royalties  earned.  The advance  royalties  owed to Heinz were
guaranteed by Charles Loccisano, the Chairman and Chief Executive Officer of the
Company.  In August 1996,  the Company  entered into an agreement  with Heinz to
terminate the license agreement and satisfy the balance due under the promissory
note in the amount of approximately $795,000 based on a payment of $600,000 made
in August 1996, the assignment of a $100,000  promissory  note  receivable  from
Triarc, and the forgiveness of the balance of $95,000. At December 31, 1999, the
Heinz note was paid in full.

     Loans and Investments from Affiliates

     In  November  1997,  Charles  Loccisano,   the  Company's  Chairman,  Chief
Executive Officer,  and Director,  and Alan Gottlich,  the Company's  President,
Chief Financial Officer and Director  purchased an aggregate of 20,000 shares of
convertible Series B Preferred Stock at a price of $5.00 per share. The Series B
Preferred  Stock carried a dividend equal to 8% per annum payable semi annually,
were  convertible into common stock at the holders option and were redeemable by
the Company at its option.  The purchase price for the Series B Preferred  Stock
was paid  for in a  combination  of cash and  promissory  notes  payable  to the
Company.  In January  1998,  the Company  redeemed the 20,000 Series B Preferred
Stock at a price of $5.00 per share.

     In January  1998,  Charles  Loccisano,  the  Company's  Chairman  and Chief
Executive  Officer,  and  Alan  Gottlich,  the  Company's  President  and  Chief
Financial Officer provided the Company with loans aggregating $282,500. In March
1998,  based on the need for  additional  funding  resulting from the receipt of
large purchase orders from Walmart Super Centers, the previous loans provided by
Loccisano and Gottlich were repaid in full,  and Messrs.  Loccisano and Gottlich
agreed to  provide  the  Company  with a credit  line for up to  $500,000,  with
interest  payable  quarterly at the applicable  federal rate of 5.39% per annum.
The line of credit is secured by payments due to the Company  under its purchase
agreement  with Triarc.  In  consideration  for providing  this credit line, the
Company  granted  Messrs.   Loccisano  and  Gottlich  an  aggregate  of  300,000
unregistered  shares of common  stock.  This  credit  line was repaid in full in
August 1998 out of the proceeds of the Triarc transaction.

     In  August  1998,  Charles  Loccisano,  the  Company's  Chairman  and chief
Executive  Officer,  and  Alan  Gottlich,  the  Company's  President  and  Chief
Financial Officer, provided the Company with short term bridge loans aggregating
$100,000.  These loans  provided for a loan fee of 5%  representing  the initial
loan fees and  interest  on the loan.  These loans were repaid in full in August
1998 out of the proceeds of the Triarc transaction.

                                      -31-

<PAGE>


PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

PAGE

(a)  Documents filed as part of this report.

     1.   Financial Statements

            Independent Auditor's Report                             F-2

            Consolidated Balance Sheet                               F-3

            Consolidated Statements of Operations                    F-4

            Consolidated Statement of Stockholders' Equity           F-5

            Consolidated Statements of Cash Flows                    F-6

            Notes to Consolidated Financial Statements               F-7 - F-15

     2.   Exhibits

          1.1*   ........Underwriting Agreement with Paragon Capital Corporation

          2.1*   ........Certificate of Ownership and Merger regarding the
                         merger of Signature Acquisition Corp. with and into
                         T.J. Cinnamons, Inc.

          2.2*   ........Certificate of Ownership and Merger regarding the
                         merger of Signature Foods, Inc. with and into T.J.
                         Cinnamons, Inc.

          2.3*** ........Purchase Agreement between the Registrant and Triarc
                         Restaurant Group

          3.1*   ........Restated Certificate of Incorporation of the Registrant

          3.2*   ........By-Laws of the Registrant

                                      -32-

<PAGE>

          9.1*     ......Modification Agreement (the "Modification Agreement")
                         among Signature Foods, Inc., The Charles N. Loccisano
                         Irrevocable Trust f/b/o Michael Loccisano, The Charles
                         N. Loccisano Irrevocable Trust f/b/o Marissa Loccisano,
                         The Ted H. Rice and Joyce Rice Family Trust, U/T/I
                         dated August 8, 1986, The Roger L. Cohen Trust U/T/D/
                         dated January 26, 1984 and the Kenneth D. Hill
                         Revocable Trust U/T/I dated march 29, 1989, Signature
                         Acquisition Corp., the Registrant, Charles N. Loccisano
                         and Alan S. Gottlich relating to a Stock Purchase
                         Agreement (the "Stock Purchase Agreement") among them

          9.2*     ......Waiver of Default under the Modification Agreement, as
                         amended

          9.3*     ......Amendment to Stock Purchase Agreement

          9.4*     ......Stock Purchase Agreement

          10.1*    ......Trademark and Technology License and Manufacturing
                         Agreement ("License Agreement") by and between
                         Signature Acquisition Corp. and Pro Bakers Ltd.

          10.1(a)* ......Amendment to License Agreement

          10.1(b)* ......Second Amendment to License Agreement

          10.1(c)**......Termination of the License Agreement

          10.2*    ......1993 Stock Option Plan

          10.3*    ......1996 Amended and Restated Stock Option Plan

          10.4*    ......Employment Agreement with Charles Loccisano

          10.5*    ......Employment Agreement with Alan Gottlich

          10.9*    ......Lease regarding the Company's principal executive
                         offices

          10.13*   ......License agreement with Triarc Restaurant Group

          10.14**  ......Management Agreement with TJ Holding Company, Inc.

          10.15**  ......Lease regarding the Santa Ana bakery facility

          10.16*   ......Lease regarding the El Cajon bakery facility

                                      -33-

<PAGE>

          10.17*** ......Agreement between and among TJ Holding Company, Inc.,
                         Arby's, Inc., d/b/a Triarc Restaurant Group and
                         Paramark Enterprises, Inc.

          10.18*** ......Wholesale License Agreement between Arby's, Inc., d/b/a
                         Triarc Restaurant Group and Paramark Enterprises, Inc.

          16.1**   ......Letter from Goldstein Golub and Kessler, the
                         Registrant's former independent accountant

          16.2**   ......Letter from Arthur Andersen LLP

          21       ......Subsidiaries of the Company Starbake Brands, Inc.

          27       ......Financial Data Schedule

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

          * Incorporated by reference to the Company's Registration Statement on
     Form SB-2 and the amendments thereto.

          ** Incorporated by reference from the Company's Annual Reports on Form
     10-KSB for the fiscal years ended December 31, 1998, 1997, 1996 and 1995.

          ***  Incorporated  by reference from the Company's  Current Reports on
     Form 8-K dated June 18, 1996 and July 9, 1998.

     (b) The  Company  did not file any  Current  Reports on Form 8-K during the
     quarter ended December 31, 1999.


                                      -34-
<PAGE>


SIGNATURES

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



                                             PARAMARK ENTERPRISES, INC.


                                             By:  /s/ Charles N. Loccisano
                                                  ------------------------------
                                                  Charles N. Loccisano, Chairman




     In  accordance  with the Exchange  Act,  this report has been signed by the
following person on behalf of the Company and in the capacities and on the dates
stated.


Signature                         Title(s)                    Date
------------------------------------------------------------------


/s/ Charles Loccisano         Chairman, Chief            April 26, 2000
---------------------------   Executive Officer
Charles N. Loccisano          and Director
                              (Principal Executive
                              Officer)



/s/ Alan Gottlich             President, Chief           April 26, 2000
---------------------------   Financial Officer
Alan S. Gottlich              and Director
                              (Principal Financial and
                              Accounting Officer)


/s/ Philip Friedman           Director                   April 26, 2000
---------------------------
Philip Friedman


/s/ Paul Bergrin              Director                   April 26, 2000
---------------------------
Paul Bergrin


                                      -35-

<PAGE>


                           PARAMARK ENTERPRISES, INC.
                 (Formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY

                               For the Years Ended
                           December 31, 1999 and 1998







                                                                     Page

Independent Auditors' Report                                          F-1

Consolidated Balance Sheets                                           F-2

Consolidated Statements of Operations                                 F-3

Consolidated Statements of Stockholders' Equity                       F-4

Consolidated Statements of Cash Flows                                 F-5

Notes to Consolidated Financial Statements                        F-6 - F-14


<PAGE>

                          Independent Auditors' Report


To the Board of Directors and Stockholders of
Paramark Enterprises, Inc.
 (formerly T. J. Cinnamons, Inc.) and Subsidiary

We have  audited  the  accompanying  consolidated  balance  sheets  of  Paramark
Enterprises,  Inc.  (formerly T. J. Cinnamons,  Inc.) and Subsidiary at December
31,  1999 and 1998,  and the  related  consolidated  statements  of  operations,
stockholders'  equity,  and cash flows for the years ended December 31, 1999 and
1998.  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  generally   accepted  auditing
standards.  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  Paramark
Enterprises, Inc. (formerly T. J. Cinnamons, Inc.) and Subsidiary as of December
31, 1999 and 1998, and the results of their  operations and their cash flows for
the years  ended  December  31,  1999 and 1998,  in  conformity  with  generally
accepted accounting principles.

                                             /s/ Amper, Politziner & Mattia P.A.

                                                 AMPER, POLITZINER & MATTIA P.A.


February 8, 2000
Edison, New Jersey


<PAGE>
                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                           Consolidated Balance Sheets
                                  December 31,

                                     Assets

<TABLE>
<CAPTION>
                                                                                    1999                  1998
                                                                                    ----                  ----
<S>                                                                          <C>                  <C>
Current assets
    Cash                                                                     $        195,977     $         790,873
    Accounts receivable, less allowance for
     doubtful accounts of $87,500                                                     385,462               326,217
    Current maturities of notes receivable                                            375,000               500,000
    Inventory                                                                         279,326               167,956
    Prepaid expenses and other current assets, net                                    110,818                44,352
                                                                             -----------------    -----------------
                                                                                    1,346,583             1,829,398

Property and equipment, net                                                           867,964               517,140

Note receivable, net of current maturities                                                  -               375,000
                                                                             -----------------    -----------------
                                                                             $      2,214,547     $       2,721,538
                                                                             =================    =================


                      Liabilities and Stockholders' Equity


Current liabilities
    Accounts payable and accrued expenses                                    $        927,915     $         601,593
    Current maturities of long-term debt                                               56,744                13,938
                                                                             -----------------    -----------------
                                                                                      984,659               615,531

Long-term debt, net of current maturities                                             226,681                55,522

Commitments and contingencies                                                               -                     -

Stockholders' equity
    Preferred stock - $.01 par value; authorized 1,000,000 shares,
     none issued                                                                            -                     -
    Common stock - $.01 par value; authorized 10,000,000 shares,
     issued and outstanding 3,393,383 and 3,373,883 shares                             33,935                33,740
    Additional paid-in capital                                                      6,822,032             6,813,704
    Accumulated deficit                                                            (5,813,653)           (4,796,959)
                                                                             -----------------    ------------------
                                                                                    1,042,314             2,050,485
    Less treasury stock, at cost                                                      (39,107)                    -
                                                                             -----------------    -----------------
       Total stockholders' equity                                                   1,003,207             2,050,485
                                                                             -----------------    -----------------
                                                                             $      2,214,547     $       2,721,538
                                                                             =================    =================
</TABLE>

                 See notes to consolidated financial statements.
                                       F-2
<PAGE>
                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                      Consolidated Statements of Operations
                        For the Years Ended December 31,


<TABLE>
<CAPTION>
                                                                                              1999                 1998
                                                                                              ----                 ----
<S>                                                                                    <C>                   <C>
Revenue
    Wholesale sales                                               $       4,392,570     $       4,409,441
    Sales from Company-owned stores                                               -                86,227
    Royalties, licensing fees and other                                           -                80,000
                                                                  ------------------    -----------------
                                                                          4,392,570             4,575,668

Cost of goods sold                                                        3,481,847             3,645,956
                                                                  ------------------    -----------------

Gross margin                                                                910,723               929,712

Selling, general and administrative                                       1,977,526             2,155,823
                                                                  ------------------    -----------------

Loss from operations                                                     (1,066,803)           (1,226,111)

Other income (expense)
    Gain on sale of assets                                                        -             3,312,410
    Other income                                                             68,341                     -
    Loss on relocation of bakery                                                  -              (129,192)
    Interest, net                                                           (18,232)             (145,337)
                                                                  ------------------    ------------------

Net income (loss)                                                 $      (1,016,694)    $       1,811,770
                                                                  ==================    =================

Basic earnings per share                                          $            (.30)    $             .57
Diluted earnings per share                                                     (.30)                  .56

Weighted-average common shares outstanding
    Basic                                                         $       3,390,925     $       3,287,156
    Diluted                                                               3,390,925             3,328,892
</TABLE>


                 See notes to consolidated financial statements.
                                       F-3
<PAGE>
                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                 Consolidated Statements of Stockholders' Equity
                        For the Years Ended December 31,



<TABLE>
<CAPTION>

                                          Common Stock          Additional                          Common Stock          Total
                                          ------------           Paid-In       Accumulated         Held in Treasury    Stockholders'
                                       Shares       Amount       Capital         Deficit       Shares        Amount       Equity
                                       ------       ------       -------         -------       ------        ------       ------
<S>                                   <C>         <C>          <C>           <C>               <C>         <C>          <C>
Balance at December 31, 1997          3,070,083   $   30,702   $ 6,759,352   $  (6,608,729)         -      $       -    $   181,325

    Issuance of common stock
     for services                         3,800           38         1,102               -          -              -          1,140

    Issuance of common stock for
      consideration for officer loan
      to Company (Note 7)               300,000        3,000        53,250               -          -              -         56,250

    Net income                                -            -             -       1,811,770          -              -      1,811,770
                                    -----------   ----------   -----------   -------------   ---------     ----------   -----------

Balance at December 31, 1998          3,373,883       33,740     6,813,704      (4,796,959)         -              -      2,050,485

Issuance of common
 stock for services                      19,500          195         8,328               -          -              -          8,523

Purchase of common
 stock held in treasury                       -            -             -               -     40,800        (39,107)       (39,107)

Net loss                                      -            -             -      (1,016,694)         -              -     (1,016,694)
                                    -----------   ----------   -----------   -------------   ---------     ----------   ------------

Balance at December 31, 1999          3,393,383   $   33,935   $ 6,822,032   $  (5,813,653)    40,800      $ (39,107)   $ 1,003,207
                                    ===========   ==========   ===========   =============   =========     ==========   ===========
</TABLE>

                 See notes to consolidated financial statements.
                                       F-4

<PAGE>
                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                        For the Years Ended December 31,

<TABLE>
<CAPTION>
                                                                         1999              1998
                                                                         ----              ----
<S>                                                                <C>                 <C>
Cash flows from operating activities
    Net income (loss)                                              $    (1,016,694)    $    1,811,770
                                                                   ----------------    --------------
    Adjustments to reconcile net income (loss) to net
     cash from operating activities
      Depreciation and amortization                                        119,727            129,477
      Noncash stock issuance                                                 8,523             57,150
      Provision for doubtful accounts                                       30,000             (6,500)
      Gain on sale of assets                                                     -         (3,312,410)
      Loss on relocation of bakery                                               -            129,192
    (Increase) decrease in
      Accounts receivable                                                  (89,245)           (60,206)
      Inventories                                                         (111,370)            66,866
      Prepaid expenses and other current assets                            (66,466)            (9,061)
    Increase (decrease) in
      Accounts payable and accrued expenses                                326,323           (540,822)
                                                                   ----------------    ---------------
        Total adjustments                                                  217,492         (3,546,314)
                                                                   ----------------    ---------------
                                                                          (799,202)        (1,734,544)
                                                                   ----------------    ---------------

Cash flows from investing activities
    Purchases of property and equipment                                   (470,552)          (201,739)
    Purchase of treasury stock                                             (39,107)                 -
    Proceeds from sale of assets                                                 -          3,668,303
    Issuance of note receivable                                                  -         (1,000,000)
    Principal payments received on notes receivable                        500,000            194,837
                                                                   ----------------    --------------
                                                                            (9,659)         2,661,401
                                                                   ----------------    --------------

Cash flows from financing activities
    Principal payments on long-term debt                                   (25,288)          (858,545)
    Proceeds from issuance of long-term debt                               239,253            600,000
                                                                   ----------------    --------------
                                                                           213,965           (258,545)
                                                                   ----------------    ---------------

Net change in cash                                                        (594,896)           668,312

Cash - beginning                                                           790,873            122,561
                                                                   ----------------    --------------

Cash - ending                                                      $       195,977     $      790,873
                                                                   ================    ==============
</TABLE>


                 See notes to consolidated financial statements.
                                       F-5

<PAGE>
                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                   Notes to Consolidated Financial Statements


Note  1 -     Liquidity
              ---------
              Although  Paramark  Enterprises,  Inc.  (formerly T. J. Cinnamons,
              Inc.) and Subsidiary (the  "Company") had operating  losses during
              1999, the Company anticipates profits during 2000 due to increased
              sales through the placement of product in more retail stores which
              is anticipated to provide  sufficient  working capital to meet its
              needs for the current year.

Note  2 -     Principal Business Activity and Sale of Assets
              ----------------------------------------------
              Operations
              ----------
              The  Company,  is  engaged  in  the  wholesale  manufacturing  and
              distribution  of  specialty  bakery  products in  supermarket  and
              wholesale club stores  throughout the United States.  In 1996, the
              Company formed Interbake Brands, Inc. as a wholly-owned subsidiary
              to conduct all wholesale bakery operations.

              Sale of Assets
              --------------
              In August  1996,  the Company  closed a purchase  agreement  ("the
              Transaction")  with Triarc  Restaurant  Group d/b/a  Arby's,  Inc.
              ("Triarc")  through  which (a) Triarc  purchased  the  trademarks,
              service  marks,  recipes and secret  formulas of the Company,  (b)
              Triarc licensed back to the Company the rights to operate existing
              franchised  bakery  locations and to  distribute  T. J.  Cinnamons
              branded  products  through  retail  grocery  outlets,  and (c) the
              Company entered into a management  agreement with Triarc to manage
              the franchise system.

              The sales price of the transaction  was $3,470,000,  for which the
              Company  has  received  payment.  In  addition,   the  Transaction
              provided the potential for  contingent  payments to the Company up
              to a maximum of an additional  $5,500,000 over time dependent upon
              the amount of T. J. Cinnamons  product sales by Triarc exceeding a
              minimum base system-wide  sales of $26.3 million.  The Company has
              not earned nor received any additional payments as of December 31,
              1999.

              Additionally,  major stockholders of the Company, with holdings of
              1,013,390  shares of the Company's common stock as of December 31,
              1997, signed a stock sale restriction  agreement.  Under the terms
              of this agreement,  these  stockholders  were prohibited,  through
              August 1998, without prior written consent of Triarc, to sell more
              than  2.5% of the  total  issued  and  outstanding  shares  of the
              Company.  Subsequent  to August 1998,  and during the existence of
              the license  agreement  with Triarc,  the  threshold was increased
              from 2.5% to 10%.

              Following the closing of the Transaction, the Company's operations
              have been  concentrated  exclusively on its wholesale  development
              activities.

                                       F-6
<PAGE>
                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

Note  2 -     Principal Business Activity and Sale of Assets - (continued)
              ----------------------------------------------
              Assignment of the T. J. Cinnamons, Inc.'s License Agreements
              ------------------------------------------------------------
              In August  1998,  the Company  restructured  its  agreements  with
              Triarc and  entered  into a new  agreement  pursuant  to which the
              Company sold all of its rights and interests under the existing T.
              J.  Cinnamons  franchise  agreements  and  terminated the purchase
              agreement  with  Triarc  dated  June  3,  1996,  and  the  license
              agreement and management  agreement entered into with Triarc dated
              August 29, 1996.  Under the terms of this  agreement,  the Company
              received  $4,000,000,  the total sales price, of which  $3,000,000
              was paid in cash at closing  and  $1,000,000  was in the form of a
              non-interest  bearing  promissory  note  receivable over 24 months
              (Note 4). This  resulted in a gain,  net of goodwill  (Note 3) and
              related costs, of approximately  $3,300,000.  The Triarc agreement
              further  provided  for a  contingent  additional  payment of up to
              $1,000,000  conditioned  upon the Company's  attainment of certain
              sales  targets of T. J.  Cinnamons  products  for the fiscal  year
              ended December 31, 1998. Based on actual sales for the fiscal year
              ended  December  31,  1998,  the  Company did not meet these sales
              targets  and, as a result,  the Company did not receive any of the
              contingent additional payments under the Triarc agreement.

              The Company is continuing to manufacture  and sell T. J. Cinnamons
              products pursuant to a license agreement with Triarc. This license
              agreement  allows the Company to sell certain products to approved
              supermarket  accounts  based on a 5%  royalty  on net sales with a
              term which  expired on December 31,  1998.  Triarc has granted the
              Company  extensions of the term of this license  agreement through
              March 31,  2000,  and the  Company  anticipates  that  Triarc will
              continue to renew this license agreement at the end of its current
              term.

Note  3 -     Summary of Significant Accounting Policies
              ------------------------------------------
              Principles of Consolidation
              ---------------------------
              The consolidated  financial statements include the accounts of the
              Company  (formerly  T. J.  Cinnamons,  Inc.) and its  wholly-owned
              subsidiary  Interbake  Brands,  Inc.,  after  elimination  of  all
              significant intercompany balances and transactions.

              Revenue Recognition
              -------------------
              Revenue  is  recognized  on  specialty  bakery  products  when the
              product is shipped.  Management establishes estimated accruals for
              sales returns from customers.

              Cash and Cash Equivalents
              -------------------------
              The Company considers all highly liquid debt instruments purchased
              with a maturity of three months or less to be cash equivalents.

              Concentration of Credit Risk
              ----------------------------
              Financial  instruments  that  potentially  subject  the Company to
              concentrations   of  credit   risk   consist   of  cash  and  cash
              investments.  The Company  restricts cash and cash  investments to
              financial institutions with high credit standings. At December 31,
              1999,  the Company had  approximately  $225,000  invested with one
              financial institution.

                                       F-7
<PAGE>
                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                   Notes to Consolidated Financial Statements


Note  3 -     Summary of Significant Accounting Policies - (continued)
              ------------------------------------------
              Inventory
              ---------
              Inventory  is  stated at the  lower of cost  (first-in,  first-out
              basis) or market, and consists principally of raw materials.

              Property and Equipment
              ----------------------
              Depreciation   of  property  and  equipment  is  provided  by  the
              straight-line  method  over  the  estimated  useful  lives  of the
              related assets or the term of lease, whichever is shorter.

              Goodwill
              --------
              The  excess  of  cost  over  fair  value  of net  assets  acquired
              ("goodwill")  is a result of the  Transaction  dated  August 1996.
              This transaction  resulted in Paramark obtaining the rights to use
              the TJCI trademark and recipes.  Goodwill has been amortized using
              the straight-line  method over a ten-year life. As a result of the
              termination  of the Triarc  license  agreement in August 1998, the
              Company wrote off the net goodwill of $440,000.

              Stock Option Plan
              -----------------
              The  Company  has elected to follow  Accounting  Principles  Board
              Opinion  No.  25 ("APB  25"),  "Accounting  for  Stock  Issued  to
              Employees,"  and related  interpretations  in  accounting  for its
              employee   stock   options  and   warrants.   Under  this  method,
              compensation  cost is  measured  as the amount by which the market
              price of the  underlying  stock exceeds the exercise  price of the
              stock option,  at the date that the number of the options  granted
              and the exercise price are known.

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

              Earnings Per Share
              ------------------
              Basic  earnings  per share  ("EPS") is computed  by  dividing  net
              income by the weighted  average common shares  outstanding for the
              period.  Diluted EPS reflects the  potential  dilution  that could
              occur if securities or other  contracts to issue common stock were
              exercised or converted into common stock.

Note  4 -     Note Receivable
              ---------------
              Note receivable from Triarc,  as a result of the assignment of the
              T. J.  Cinnamons,  Inc.'s License  Agreements  (Note 2), is due in
              monthly installments of $41,667, maturing in September 2000.


                                       F-8
<PAGE>

                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

Note  5 -     Property and Equipment
              ----------------------

<TABLE>
<S>                                                                                 <C>
                    Furniture and fixtures                                          $        68,195
                    Equipment                                                               836,725
                    Leasehold improvements                                                   72,507
                    Construction in progress                                                139,934
                                                                                    ---------------
                                                                                          1,117,361
                    Less accumulated depreciation and amortization                         (249,397)
                                                                                    ----------------
                                                                                    $       867,964
                                                                                    ===============
</TABLE>

Note  6 -     Capital Lease Obligations
              -------------------------
              The Company has entered into various  capital leases for equipment
              expiring through 2004, with aggregate monthly payments of $8,535.

              The  following  is a  schedule  by years of future  minimum  lease
              payments under capital  leases  together with the present value of
              the net minimum lease payments as of December 31, 1999.

<TABLE>
<CAPTION>
                     For the Years Ending
                         December 31,
                     --------------------
                          <S>                                                <C>
                             2000                                               $       102,411
                             2001                                                       102,411
                             2002                                                        95,112
                             2003                                                        57,821
                             2004                                                        42,292
                            Thereafter                                                        -
                                                                                ---------------

                            Total minimum lease payments                                400,047
                            Less:  amount representing interest                         116,622
                                                                                ---------------
                            Present value of net minimum lease payments                 283,425

                            Less:  current maturities                                    56,744
                                                                                ---------------
                            Long-term maturities                                $       226,681
                                                                                ===============
</TABLE>

              The present  value of minimum  future  obligations  shown above is
              calculated  based on interest  rates  ranging  from 8.6% to 19.9%,
              with a weighted  average of 17.8%  determined  to be applicable at
              the inception of the lease.

Note  7 -     Related Party Transactions
              --------------------------
              Included in accounts  payable and accrued expenses are amounts due
              to officers of $7,500 at December 31,  1998,  which are to be paid
              in the ordinary course of business.

              In January 1998,  officers of the Company  loaned  $500,000 to the
              Company.  This was  required  to be repaid  within one year,  with
              interest  payable  quarterly at 5.39% per annum. In  consideration
              for the loan,  the  officers  were granted  300,000  shares of the
              Company's  common stock. The fair value of the shares was recorded
              as interest expense. The loan was repaid in August 1998.

                                       F-9
<PAGE>
                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

Note  7 -     Related Party Transactions - (continued)
              --------------------------
              In July 1998,  an officer of the  Company  loaned  $100,000 to the
              Company.  This  amount,  plus an  origination  fee of $5,000,  was
              required to be repaid on the earlier of October 29,  1998,  or the
              day that a closing occurs pursuant to the Triadic Restaurant Group
              agreement.  The loan was repaid in August  1998 due to the closing
              of the agreement.

              Interest expense and fees, related to loans from officers for 1998
              were $18,500.

Note  8 -     Income Taxes
              ------------
<TABLE>
<CAPTION>
                                                                        December 31,
                                                                 1999                1998
                                                                 ----                ----
<S>                                                         <C>               <C>
                    Loss carryforwards                      $   1,561,000     $      686,000
                    Installment gain on sale of assets            127,000            877,000
                    Allowance for doubtful accounts                23,000             23,000
                                                            --------------    --------------

                    Gross deferred tax asset                    1,711,000          1,586,000
                    Valuation allowance                        (1,711,000)        (1,586,000)
                                                            --------------    ---------------

                    Net deferred tax asset                  $           -     $            -
                                                            ==============    ==============
</TABLE>

              The  provision  for income  taxes for the year ended  December 31,
              1998,  was reduced  $450,000 by the benefit of net operating  loss
              carryforwards.

              At December 31, 1999,  the Company has the following net operating
              loss carryforwards.

<TABLE>
<CAPTION>
                    Expiration Date
                      December 31,
                      ------------
                                                     Federal               State
                        <S>                   <C>                 <C>
                           2000                  $             -     $      626,000
                           2001                                -          1,306,000
                           2002                                -          1,298,000
                           2006                                -            535,000
                           2008                          257,000                  -
                           2009                        1,307,000                  -
                           2010                        1,299,000                  -
                           2012                          199,000                  -
                           2013                          307,000                  -
                           2019                          535,000                  -
                                                 ----------------    --------------
                                                 $     3,904,000     $    3,765,000
                                                 ================    ==============
</TABLE>

              The valuation  reserve has been established for those tax credits,
              loss carryforwards and deductible temporary  differences which are
              not presently considered more likely than not to be realized.

                                      F-10
<PAGE>
                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

Note  8 -     Income Taxes - (continued)
              ------------
              The statutory  income tax rate differs from the effective tax rate
              used in the  financial  statements as a result of the current year
              net operating losses, the benefit of which is not being recognized
              in the current year. The valuation allowance increased $125,000 in
              1999 due to additional net operating loss carryforwards.

Note  9 -     Stock Option Plan
              -----------------
              The Company's 1993 Incentive  Stock Option Plan has authorized the
              grant of options to management  personnel for up to 450,000 shares
              of the Company's  common stock.  All options granted have ten-year
              terms,  other than 10%  stockholders  options which have five-year
              terms, and vest and become fully exercisable upon grant.

              The Company's  1996 Stock Option Plan has  authorized the grant of
              options  to  directors,  management,  and  consultants  for  up to
              500,000 shares of the Company's common stock.

              All  options   granted  have  ten-year   terms,   other  than  10%
              stockholders  options  which have  five-year  terms,  and vest and
              become fully exercisable upon grant.

              Pro forma information  regarding net income and earnings per share
              has  been  determined  as if the  Company  had  accounted  for its
              employee stock options under the fair-value method. The fair value
              for  these  options  was  estimated  at the date of grant  using a
              Black-Scholes    option   pricing   model   with   the   following
              weighted-average assumptions:

                      Risk-free interest rate                     5.7%
                      Expected volatility                         175%
                      Dividend yield                                 -
                      Expected life                            5 years

               The Black-Scholes option valuation model was developed for use in
               estimating  the  fair  value of  traded  options,  which  have no
               vesting  restrictions  and are fully  transferable.  In addition,
               option-valuation  models  require the input of highly  subjective
               assumptions,  including  the  expected  stock  price  volatility.
               Because the Company's employee stock options have characteristics
               significantly  different from those of traded options and because
               changes in the subjective input assumptions can materially affect
               the fair value estimate,  in management's  opinion,  the existing
               models do not  necessarily  provide a reliable  single measure of
               the fair value of its employee stock options.

               For purposes of pro forma  disclosures,  the estimated fair value
               of the options is amortized to expense over the options'  vesting
               period. The Company's pro forma information follows:
<TABLE>
<CAPTION>
                                                                 1999          1998
                                                                 ----          ----

<S>                                                            <C>           <C>
                  Pro forma net income (loss)                  $  (986,694)  $ 1,811,770

                  Pro forma income (loss) per share
                           Basic                               $      (.29)  $       .44
                           Diluted                                    (.29)          .43
</TABLE>

               There was no compensation expense recorded from stock options for
               the years ended December 31, 1999 and 1998.

                                      F-11
<PAGE>
                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                   Notes to Consolidated Financial Statements


Note  9 -      Stock Option Plan - (continued)
               -----------------
               A summary of the  Company's  stock option  activity,  and related
               information for the years ended December 31, follows:

<TABLE>
<CAPTION>
                                                             Weighted-Average      Number of     Weighted-Average
                                                 Options      Exercise Price      Exercisable     Exercise Price
                                                 -------      --------------      -----------     --------------
                <S>                          <C>              <C>             <C>                <C>
                  Outstanding
                    December 31, 1997           1,177,812       $    1.62          1,097,812       $      1.61

                      Granted                     716,672             .50
                      Exercised                         -               -
                      Terminated               (1,051,000)           1.59
                                            -------------

                  Outstanding
                    December 31, 1998             843,484             .65            723,484               .67

                      Granted                           -               -
                      Exercised                         -               -
                      Terminated                  (57,500)           1.59            665,000               .59
                                            -------------       ---------        -----------       -----------

                  Outstanding
                    December 31, 1999             785,984       $     .58            665,000       $       .59

                  Weighted-average fair
                   value of options granted
                   during the year
                                                                    1999            1998
                                                                    ----            ----

                    Where exercise price
                     equals stock price                         $      .58        $      .65
</TABLE>

               Following is a summary of the status of stock options outstanding
               at December 31, 1999:

<TABLE>
<CAPTION>
                                            Outstanding Options                             Exercisable Options
                                     ----------------------------                         ----------------------
                                                      Weighted-
                                                       Average          Weighted-                      Weighted-
                      Exercise                        Remaining          Average                        Average
                     Price Range     Number       Contractual Life   Exercise Price      Number     Exercise Price
                     -----------     ------       ----------------   --------------      ------     --------------
                 <S>               <C>              <C>              <C>                <C>            <C>
                  $   .50 - .50      736,984            3.0            $     .50         616,984       $    .50
                  $ 1.58 - 1.94       49,000            6.3            $    1.74          49,000       $   1.21
</TABLE>

               The Company has outstanding  557,750 redeemable Class B warrants,
               each to  purchase  one share of common  stock for $5. No warrants
               have  been  redeemed  through  December  31,  1999.  The  Class B
               warrants expire May 2001.

                                      F-12
<PAGE>
                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

Note 10 -      Supplemental Cash Flow Information
               ----------------------------------
               During the year ended  December  31,  1999,  the  Company  issued
               19,500  shares of its  common  stock as  payment  for  consulting
               services   rendered   and   interest   expense  on  certain  debt
               obligations  in the amount of $8,523 and  $57,150,  respectively,
               the fair value of the shares on the dates of issuance.

               During the years ended  December  31, 1999 and 1998,  the Company
               paid interest of $11,000 and $169,000, respectively.

Note 11 -      Major Customers
               ---------------
               The  Company had two major  customers  who  accounted  for 74% of
               wholesale  sales for 1999 and 85% for 1998.  These same customers
               accounted  for  substantially  all  of  the  Company's   accounts
               receivable as of December 31, 1999 and 1998.

Note 12 -      Commitments and Contingencies
               -----------------------------
               Rent
               ----
               The  Company  leases  space for its main  offices  and  wholesale
               bakery operation under noncancelable operating leases.

               Aggregate  minimum annual  payments due under these leases are as
               follows:

                       Year Ending
                      December 31,
                      ------------
                          2000                                 $        236,000
                          2001                                          190,000
                          2002                                          190,000
                          2003                                          190,000
                          2004                                          190,000
                         Thereafter                                     316,000
                                                                ---------------
                         Total minimum payments required        $     1,312,000
                                                                ===============

              Rent expense  charged to operations  for the years ended  December
              31,   1999  and  1998,   amounted  to   $158,000   and   $129,000,
              respectively.

              Litigation
              ----------
              The  Company  is  presently,  and from time to time,  involved  in
              routine litigation,  including litigation with vendors, suppliers,
              and franchisees.  In management's  opinion, none of the litigation
              in which the  Company is  currently  involved  is  material to its
              financial condition or results of operations.

Note 13 -     Year 2000
              ---------
              All of the Company's  internal operating systems were compliant as
              of December 31, 1999, however,  Year 2000 problems may not surface
              until after January 1, 2000.  Management  estimates that the costs
              associated with any additional activities will not have a material
              effect on the Company's operations.

                                      F-13
<PAGE>
                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                   Notes to Consolidated Financial Statements


Note 14 -     New Accounting Standards
              ------------------------
              Derivative Instruments and Hedging Activities
              ---------------------------------------------
              In June 1998,  the  Financial  Accounting  Standards  Board issued
              Statement of Financial  Accounting Standards No. 133 ("SFAS 133"),
              "Accounting for Derivative  Instruments  and Hedging  Activities."
              SFAS  133  establishes  accounting  and  reporting  standards  for
              derivatives as either assets or  liabilities  and measures them at
              fair value.  Under  certain  conditions,  the gains or losses from
              derivatives  may be  offset  against  those  from  the  items  the
              derivatives  hedge  against.  Otherwise,  gains  and  losses  from
              derivatives are recognized currently in the results of operations.
              The Company will adopt SFAS 133 in the fiscal year ending December
              31,  2001.  Adoption of this  statement  is not expected to have a
              material effect on the Company's  financial position or results of
              operations.

                                      F-14