SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB


          X    ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
               EXCHANGE ACT OF 1934
               For the fiscal year ended December 31, 2000.

                                       OR
               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        ------
                         SECURITIES EXCHANGE ACT OF 1934
               For the transition period from                to
                                                 -----------    ------------

                         Commission file number 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)



                                        1

<PAGE>



         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

         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, 2000 were
$5,454,685.

         As of March 15, 2001,  there were 3,613,383  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 26, 2001, the approximate  aggregate  market
value of Common Stock held by non-affiliates was $ 61,973 (1).


                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Registrant's  2001 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, December 31, 1998 and December
31, 1999 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, 2001.  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.



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<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; 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, sold the retail bakeries and franchise system in 1996
to Triarc  Restaurant  Group,  and  subsequently  developed  the Company  into a
wholesale  manufacturer  and  distributor  of  specialty  bakery  products.  The
majority  of  the  wholesale  bakery  operations  were  sold  to  Rich  Products
Manufacturing  Group in December 2000 with the  remaining  assets sold to Brooks
Street  Companies,  Inc. in October 2000. 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 does not have any offices. All correspondence can be mailed
to the Company at PO Box 2506, Secaucus, New Jersey 07094.

         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.

         Rich Products  Transaction.  In December 2000, the Company entered into
an asset purchase agreement with Rich Products Manufacturing  Corporation ("Rich
Products")  through  which the Company  sold to Rich  Products a majority of the
assets  comprising  its  bakery  operations  in El Cajon,  California.  The Rich
Products  agreement  provided  for  a  purchase  price  aggregating   $2,182,750
inclusive of a payment for inventory.  The aggregate purchase price will be paid
as follows:  $182,750 on October 16, 2000,  $1,000,000 on December 15,

                                        3

<PAGE>




2000, and $1,000,000  payable in semiannual  installments  over a period of four
(4) years.  Rich Products is also assuming  approximately  $285,000 in equipment
lease related debt.

         Brooks Street  Transaction.  In October 2000,  the Company also entered
into an asset  purchase and sale agreement  with Brooks Street  Companies,  Inc.
("Brooks  Street"),  pursuant to which the  Company  sold the  remainder  of its
bakery operations to Brooks Street.  The Brooks Street agreement  provided for a
purchase price in the form of the  assumption by Brooks Street of  approximately
$70,000 in equipment  lease  related  debt,  the purchase of inventory by Brooks
Street in the  amount of  $12,500  and the  agreement  by Brooks  Street to make
royalty payments to the Company, over a period of four (4) years, equal to 5% of
net sales of pull-apart  cakes to existing  customers of the Company plus 1 1/2%
of net sales of pull-apart cakes to new customers of Brooks Street.

         The foregoing  summaries of the Rich Products  Agreement and the Brooks
Street  Agreement  are  only a  brief  description  of the  agreements  and  are
qualified in their entirety by the detailed  provisions of the agreements  which
were filed as  exhibits  to the  Company's  Current  Report on Form 8-K filed on
October 18, 2000, and are incorporated herein by reference.

         Plan of  Liquidation.  The  Company's  shareholders  approved a plan of
liquidation on December 15, 2000 Pursuant to which the Company would  distribute
all remaining net proceeds  form the Rich  Products  transaction  and the Brooks
Street  transaction to its shareholders  over a period of four (4) years . Prior
to implementing the plan of liquidation,  the Company intends to explore various
options  available to the  Company,  including  the possible  sale of the public
shell.  The  Board of  Directors  reserves  the right to  terminate  the plan of
liquidation  following  shareholder  approval  to the extent any of the  options
explored  by  the  Company  are   financially   beneficial   to  the   Company's
shareholders.

         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, 2000, the Company's net operating loss on a going concern basis was
$1,169,003. The Company has been and is currently experiencing an operating cash
flow deficit primarily because its current expenses exceed its current revenues.
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) 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

                                        4

<PAGE>

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.

         (c)  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
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.

         (d) 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.

         (e)  Control  by  Directors  and  Executive  Officers.  The  directors,
executive officers and their affiliates own approximately 45.0% of the Company's
outstanding  Common Stock (excluding  currently  exercisable  stock options) and
53.6% 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.

                                        5

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ITEM 2. PROPERTIES

         None.

























                                        7

<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 July 12,  2000 the Company  obtained a judgment  against
Sweet Goods LLC,  Gary  Kleinman  and Robert  Statman.  The Company is currently
pursuing  collection  activities  against  the  Defendants,  however  one of the
defendants Gary Kleinman has filed a voluntary petition for bankruptcy.

         In 2000, the Company received  discrimination and wrongful  termination
claims brought by two separate employees (Vargas and DeSantiago) employed at the
Company's  bakery facility in El Cajon,  California.  These claims are currently
pending in the California Department of Fair Employment and Housing. The Company
has fully  responded  to all requests for  information  and has formally  denied
liability. The investigation regarding these claims is currently pending.

         In January 2001,  the Company and certain of its officers were named as
a defendant  in a civil  action  filed by  Pensabene  International,  Inc.  (the
"Plaintiff") in the Superior Court for the State of California. The claim is for
damages  for   misappropriation  of  trade  secrets,   trade  libel,  breach  of
confidentiality,  breach of fiduciary duty, tortious  interference with economic
relations, breach of contract, common law palming off, unfair business practices
and a violation of state  antitrust  laws.  This action arose  resulted from the
Company's  employment  of Kandy Konn, a former  employee and  consultant  of the
Plaintiff.  The Company  believes  these claims are frivolous and without merit,
and the Company intends to vigorously defend this action and file a counterclaim
for any  damages  suffered  as a result of being  named as a  defendant  in this
action.

         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.





                                        7

<PAGE>




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

         The Company's  Annual Meeting (the "Meeting") of Stockholders  was held
on December 15, 2000. The following is a description of the matters submitted to
stockholders for their approval at the Meeting and the votes cast thereto:

         Proposal                                                 Votes Cast
                                                       For         Withheld

1. Election of directors for one year terms:
               Charles N. Loccisano                 3,188,369       6,300
               Alan S. Gottlich                     3,188,369       6,300
               Philip Friedman                      3,188,369       6,300
               Paul Bergrin                         3,188,369       6,300

2. To  approve  the sale of  certain  assets  of the  Company  to Rich  Products
Manufacturing  for a  purchase  price  aggregating  $2,182,750,  inclusive  of a
payment for inventory, paid as follows: $182,750 on October 16, 2000, $1,000,000
on December 15, 2000, and $1,000,000  payable in semiannual  installments over a
period of four (4) years. Rich Products is also assuming  approximately $285,000
in equipment lease related debt.

                    For            Against        Abstain       Non-Votes

                2,039,648           4,600           200


3. To  approve  the sale of  certain  assets of the  Company  to  Brooks  Street
Companies,  Inc. for a purchase  price in the form of the  assumption  by Brooks
Street of approximately $70,000 in equipment lease related debt, the purchase of
inventory by Brooks  Street in the amount of $12,500 and the agreement by Brooks
Street to make royalty payments to the Company, over a period of four (4) years,
equal  to 5% of net  sales of  pull-apart  cakes to  existing  customers  of the
Company plus 1 1/2% of net sales of pull-apart  cakes to new customers of Brooks
Street.

                    For            Against        Abstain       Non-Votes

                2,039,348          5,100             0

4.       To approve the Plan of Liquidation of the Company.

                    For            Against        Abstain       Non-Votes

                2,032,848          11,600            0




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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, 1999 and  December  31,  2000.  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, 1999 ......................    $.29              $13/16
June 30, 1999 .......................     .29                5/16
September 30, 1999 ..................    3/16                 3/8
December 31, 1999 ...................     1/8                5/16

Quarters Ending:
----------------
March 31, 2000 ......................    $.50              $.1875
June 30, 2000 .......................   .3125                .125
September 30, 2000 ..................    .125                 .08
December 31, 2000 ...................     .08               .0625


         The approximate number of stockholders of the Common Stock of record at
December 31, 2000 was  approximately  68, not including  beneficial owners whose
shares are held by banks,  brokers and other  nominees which was estimated to be
385 at December 31, 2000.

         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 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, 1998, 1999 and 2000:

1. 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.

2. 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.

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<PAGE>





3. 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.

4. 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.

5. In 2000,  the  Company  authorized  the  issuance  of  50,000  shares  of the
Company's Common Stock to Charles  Loccisano,  the Company's  Chairman and Chief
Executive Officer.  These shares were issued without an underwriter or placement
agent in  consideration  for  providing the Company with a loan in the amount of
$150,000.  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 2000,  the  Company  authorized  the  issuance  of  150,000  shares of the
Company's Common Stock to Charles  Loccisano,  the Company's  Chairman and Chief
Executive 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 $150,000.  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.

7. In 2000,  the  Company  authorized  the  issuance  of  20,000  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.



                                       10

<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.

Balance Sheet Information

    Total assets  decreased by $724,006 from  $2,214,547 on December 31, 1999 to
$1,082,524 on December 31, 2000. Cash decreased to $151,734 on December 31, 2000
from  $195,977  on  December  31,  1999 due to  continuing  operating  cash flow
deficits and the  payments of  indebtedness.  Total  current  liabilities  as of
December  31, 2000  decreased  to $714,496  from  $984,659 on December  31, 1999
primarily due to decreases in short term  borrowings and payments of outstanding
trade accounts payable.

         RESULTS OF OPERATIONS  (for the nine months ended September 30, 2000 on
a going concern basis as compared to the fiscal year ended December 31, 1999).

         Wholesale  sales  increased  by 24% to  $5,454,685  for the nine months
ended  September 30, 2000 from  $4,392,570  for the twelve months ended December
31, 1999.  These increases in sales for the nine months ended September 30, 2000
was  primarily  the result of an  expansion  of the  Company's  product  line to
include a full line of  decorated  cakes,  and an increased  market  penetration
through  distribution of the Company's  products to new areas  including  Texas,
Northern  California,  Hawaii, and Pennsylvania.  The Company sold a majority of
its products  through broker and  distributor  networks,  and estimates that its
products are sold in over 2,000 supermarkets.

         Cost of goods sold  increased to  $4,650,957,  or 85% of net  wholesale
sales,  for the nine months ended September 30, 2000, as compared to $3,481,847,
or 79% of net wholesale  sales,  for the twelve months ended  December 31, 1999.
This increase in cost of goods sold as a percentage  of net wholesale  sales for
the nine  months  ended  September  30,  2000 was  primarily  the  result of the
introduction  of new products with startup  costs  including  training,  product
waste and the use of overtime labor.

         Selling,  general and  administrative  expenses increased to $1,916,631
for the nine months  ended  September  30, 2000 from  $1,977,526  for the twelve
months ended December 31, 1999.

         Net interest  expense for the twelve months ended December 31, 2000 was
$108,218  as  compared  to net  interest  expense  for the twelve  months  ended
December 31, 1999 of $18,232.  This  increase in net interest  expense  resulted
primarily from reduced interest income earned on cash deposits,  and an increase
in equipment lease and working capital financing.

         Other income  decreased to $52,118 for the twelve months ended December
31, 2000 from $68,341 for the twelve months ended December 31, 1999.  This other
income for the twelve  months  ended  December  31, 2000 and  December  31, 1999
resulted from reductions in accounts payable and accrued  liabilities  resulting
from discounted  settlements  and write-offs of accounts  payable based on their
being no recent  contact  with the  Company  by the  creditors  being  owed such
amounts.

Liquidity and Capital Resources

         At December  31,  2000,  the Company had a working  capital  balance of
$368,028.  During the  twelve  months  ended  December  31,  2000,  the  Company
experienced cash flow deficits from its operating  activities  primarily because
its  gross  profit  was  not  sufficient  to  cover  its  selling,  general  and
administrative  expenses.  This  deficit  has been  funded  in part by  payments
received from the Triarc note receivable more fully discussed below.

         On  December  15,  2000,  the  Company  consummated  an asset  purchase
agreement (the "Rich Products Agreement") with Rich Products,  pursuant to which
the  Company  sold  its  bakery  operations  located  in  El  Cajon,  California
representing  a majority of the Company's  operating  assets.  The Rich Products
Agreement  provides for a

                                       11
<PAGE>

purchase price aggregating $2,182,750 inclusive of a payment for inventory.  The
aggregate purchase price will be paid as follows:  $182,750 on October 16, 2000,
$1,000,000  on  December  15,  2000,  and   $1,000,000   payable  in  semiannual
installments  over a period  of four  (4)  years.  Rich  Products  also  assumed
approximately $285,000 in equipment lease related debt. In addition, pursuant to
the terms of the Rich Products Agreement,  Rich Products entered into consulting
agreements  with  Charles  Loccisano,  Alan  Gottlich  and Wayne  Sorensen,  the
Company's  Chairman  and CEO,  President  and CFO, and Bakery  General  Manager,
respectively.  These consulting  agreements provided for compensation to Messrs.
Loccisano,  Gottlich and Sorensen  over a four year term in an annual  amount of
$50,000, $30,000 and $20,000, respectively.

         On December 15, 2000,  the Company  consummated  an asset  purchase and
sale  agreement (the "Brooks Street  Agreement")  with Brooks Street  Companies,
Inc. ("Brooks Street"),  pursuant to which the Company sold the remainder of its
bakery operations to Brooks Street.  The Brooks Street Agreement  provided for a
purchase price in the form of the  assumption by Brooks Street of  approximately
$70,000 in equipment  lease  related  debt,  the purchase of inventory by Brooks
Street in the  amount of  $12,500  and the  agreement  by Brooks  Street to make
royalty payments to the Company, over a period of four (4) years, equal to 5% of
net sales of pull-apart  cakes to existing  customers of the Company plus 1 1/2%
of net sales of pull-apart cakes to new customers of Brooks Street.

         The Company's  shareholders  approved a plan of liquidation on December
15, 2000  Pursuant to which the  Company  would  distribute  all  remaining  net
proceeds form the Rich Products transaction and the Brooks Street transaction to
its  shareholders  over a period of four (4) years . Prior to  implementing  the
plan of liquidation, the Company intends to explore various options available to
the Company,  including  the  possible  sale of the public  shell.  The Board of
Directors  reserves the right to  terminate  the plan of  liquidation  following
shareholder  approval to the extent any of the  options  explored by the Company
are financially beneficial to the Company's shareholders.

         In August 2000,  Charles  Loccisano,  the Company's  Chairman and Chief
Executive  Officer,  provided  the  Company  with a loan of  $150,000.  The loan
provided  for a term of one year and  provided  for interest in the amount of 5%
per annum.  The Company  granted Mr.  Loccisano  50,000  unregistered  shares of
common stock as additional  consideration for providing this loan. This loan was
repaid in full out of the proceeds of a loan with Gelt Financial  Corporation in
September 2000.

         In September 2000,  Gelt Financial  Corporation  ("Gelt")  provided the
Company  with a credit  line in the amount of  $250,000.  The  credit  line loan
provided  for a term of one year and provided for interest of 5% above the prime
rate.  In  addition,  the  Company  paid Gelt a  placement  fee in the amount of
$31,250  and  granted  Gelt  20,000  unregistered  shares  of  common  stock  as
additional  consideration  for providing  this loan.  The balance of this credit
line  loan  will be  repaid  in full out of the  proceeds  of the Rich  Products
Transaction.

         In September 2000, Charles Loccisano,  the Company's Chairman and Chief
Executive  Officer,  provided  the  Company  with a credit line in the amount of
$150,000.  The credit  line  provided  for a term of one year and  provided  for
interest  in the amount of 5% per  annum.  The  Company  granted  Mr.  Loccisano
150,000  unregistered  shares of common stock as  additional  consideration  for
providing  this loan. The balance of this credit line will be repaid in full out
of the proceeds of the Rich Products Transaction.


                                       12

<PAGE>




ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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























                                       13

<PAGE>




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

         None























                                       14

<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      53     Chairman, Chief                    1992
                              Executive Officer
                              and Director
------------------------------------------------------------------------------
Alan Gottlich          40     President, Chief                   1992
                              Financial Officer,
                              Treasurer and Director
------------------------------------------------------------------------------
Philip Friedman        54     Director                           1993
------------------------------------------------------------------------------
Paul Bergrin           44     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 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 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  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.



                                       15
<PAGE>

         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, 2000, all Section 16(a)
filing requirements  applicable to its officers,  directors and greater than 10%
beneficial owners were complied with.




                                       16

<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, 2000,
1999 and 1998.  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
Name and Principal                                                       Annual            Securities
Position                     Year       Salary           Bonus           Comp.(1)       Underlying Options
<S>                          <C>      <C>                 <C>         <C>                     <C>
Charles Loccisano,           2000     $237,070 (2)          $0          $12,000                -0-
Chairman, and Chief          1999      193,678               0           12,000                -0-
Executive Officer            1998      189,935 (3)     105,984           12,000            312,125 (6)

Alan Gottlich,               2000     $168,305 (4)          $0         $  9,000                -0-
President and Chief          1999      138,342               0            9,000                -0-
Financial Officer            1998      125,818 (5)      52,992            9,000            188,250 (6)
<FN>
          (1)  These amounts represent reimbursable automobile expenses.

          (2)  $49,091 of this amount  represents salary accruals from 1999 paid
               during 2000.

          (3)  $17,500 of this amount  represents salary accruals from 1997 paid
               during 1998.

          (4)  $3,173 of this amount  represents  salary accruals from 1999 paid
               during 2000.

          (5)  $11,250 of this amount  represents salary accruals from 1997 paid
               during 1998.

          (6)  In January 1998, the Board of Directors  approved a resolution by
               the Option  Committee  whereby the Company canceled stock options
               previously granted to Messrs.  Loccisano and Gottlich to purchase
               shares  of common  stock in the  amount of  417,500  and  251,000
               respectively,  and  granted  new  options to  purchase  shares of
               common stock in the amount of 313,125 and 188,250,  respectively.
               These options were canceled in January 2001.
</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, 2000.

                                       17

<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>
===========================================================================================================
                                                                                   Value of
                                                        Number of                  Unexercised(In-The-Money
                                                        Unexercised Options at     Options at
                                                        12/31/00 (1)               12/31/00

                           Shares
                           Acquired on     Value        Exercisable/               Exercisable/
Name                       Exercise        Realized     Unexercisable              Unexercisable
===========================================================================================================
<S>                        <C>             <C>          <C>                       <C>
Charles Loccisano,         0               0            313,125 / 0                  0 / 0
Chairman and Chief
Executive Officer
===========================================================================================================

Alan Gottlich,             0               0            188,250 / 0                  0 / 0
President,
and Chief Financial
Officer
===========================================================================================================
</TABLE>



Termination of Employment Agreements

         In October 1997, the Company entered into an employment  agreement with
Charles Loccisano, the Company's Chairman, Chief Executive Officer and Director,
which  employment  agreements  current  term  expires on  October  1, 2003,  and
requires severance  payments in the event of termination  without cause equal to
two times Mr.  Loccisano's  base salary plus one-half of the  aggregate  bonuses
paid  over the  previous  three  fiscal  years.  Following  closing  of the Rich
Products Transaction and Brooks Street Transaction,  Mr. Loccisano will continue
to remain as the  Company's  Chairman,  Chief  Executive  Officer  and  Director
through  the  sale  of  the  Company's   shell  or  its   dissolution,   however
disinterested  members of the Company's  Board of Directors  determined  that it
would be economically  beneficial to the Company to treat the  Transactions as a
defacto termination of this employment agreement.  Therefore, in September 2000,
the Board of Directors  approved the termination of Mr.  Loccisano's  Employment
Agreement as of January 31, 2001 upon terms providing Mr. Loccisano compensation
equal to one-half the contractual obligations under the employment agreement, or
$276,622 (the contractual obligation in the employment agreement is $553,244) to
be paid in equal  quarterly  installments  over a period  of four  years.  These
payments  will be paid out of the  proceeds  received  from  the  Rich  Products
Transaction.

         In October 1997, the Company also entered into an employment  agreement
with Alan  Gottlich , the  Company's  President,  Chief  Financial  Officer  and
Director,  which employment  agreements current term expires on October 1, 2003,
and requires severance payments in the event of termination  without cause equal
to two times Mr.  Gottlich's base salary plus one-half of the aggregate  bonuses
paid  over the  previous  three  fiscal  years.  Following  closing  of the Rich
Products  Transaction and Brooks Street Transaction,  Mr. Gottlich will continue
to remain as the  Company's  Chairman,  Chief  Financial  Officer  and  Director
through  the  sale  of  the  Company's   shell  or  its   dissolution,   however
disinterested  members of the Company's  Board of Directors  determined  that it
would be economically  beneficial to the Company to treat the  Transactions as a
defacto termination of this employment agreement.  Therefore, in September 2000,
the Board of Directors  approved the  termination of Mr.  Gottlich's  Employment
Agreement as of January 31, 2001 upon terms providing Mr. Gottlich  compensation
equal to one-half the contractual obligations under the employment agreement, or
$188,224 (the contractual obligation in the employment agreement is $376,447) to
be paid in equal  quarterly  installments  over a period  of four  years.  These
payments  will be paid out of the  proceeds  received  from  the  Rich  Products
Transaction.



                                       18
<PAGE>

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 directors' meetings.

         Each  member  of the  Special  Committee,  formed  in June 2000 for the
purposes of  reviewing  and  advising  the Company in  connection  with the Rich
Products   Transaction   and  the  Brooks  Street   Transaction,   will  receive
compensation  equal to $12,500  payable out of the proceeds of the Rich Products
Transaction.



















                                       19

<PAGE>




ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth  information,  as of December 31, 2000 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.

<TABLE>
<CAPTION>
                                               Number of Shares
  Name and Address of                          of Common Stock                   Percent
  Beneficial Owner (1)                         Beneficially Owned (2)    Beneficially Owned
  --------------------                         ----------------------    ------------------
<S>                                              <C>                              <C>
  Charles Loccisano                              1,745,049  (3)(4)                 40.7%
  Loccisano Trusts                                 368,389  (5)                     8.6%
  Alan Gottlich                                    375,589  (5)(6)                  8.8%
  Philip Friedman                                  112,109  (7)                     2.6%
  Paul Bergrin                                      67,500  (8)                     1.6%

  All Directors and Executive Officers
  as of group (four persons)                     2,300,247  (9)                    53.6%

<FN>
(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 or 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  313,125  shares  which may be  acquired  upon the
     exercise of options exercisable within the next 60 days.
(5)  Includes  a  maximum  of  188,250  shares  which may be  acquired  upon the
     exercise of options exercisable within the next 60 days.
(6)  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.
(7)  Includes  a  maximum  of  107,109  shares  which may be  acquired  upon the
     exercise of options exercisable within the next 60 days.
(8)  Represents   shares  that  are  issuable   upon  the  exercise  of  options
     exercisable within the next 60 days.
(9)  Includes  a  maximum  of  675,984  shares  which may be  acquired  upon the
     exercise of options that are exercisable within the next 60 days 32
</FN>
</TABLE>


                                       20
<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 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.

         In August 2000,  Charles  Loccisano,  the Company's  Chairman and Chief
Executive  Officer,  provided  the  Company  with a loan of  $150,000.  The loan
provided  for a term of one year and  provided  for interest in the amount of 5%
per annum.  The Company  granted Mr.  Loccisano  50,000  unregistered  shares of
common stock as additional  consideration for providing this loan. This loan was
repaid in full out of the proceeds of a loan with Gelt Financial  Corporation in
September 2000.

         In September 2000, Charles Loccisano,  the Company's Chairman and Chief
Executive Officer, provided the Company with a credit line in the amount of
$150,000.  The credit  line  provided  for a term of one year and  provided  for
interest  in the amount of 5% per  annum.  The  Company  granted  Mr.  Loccisano
150,000  unregistered  shares of common stock as  additional  consideration  for
providing  this loan.  The terms of this credit line provide that the balance of
this loan  ($75,000 as of September  31, 2000) will be repaid in full out of the
proceeds of the Rich Products Transaction.

                                       21

<PAGE>

Consulting Agreements Arising out of the Rich Products Transaction

         Pursuant to the terms of the Rich Products  Asset  Purchase  Agreement,
Charles N. Loccisano,  the Chairman, Chief Executive Officer and Director of the
Company,  entered into a consulting  agreement with Rich Products  requiring Mr.
Loccisano  to be  available  to  render  consulting  services  as needed by Rich
Products for a period of four (4) years following the Closing.  The compensation
to Mr. Loccisano pursuant to this agreement is $50,000 per annum for a period of
four (4) years.

         Pursuant to the terms of the Rich Products  Asset  Purchase  Agreement,
Alan S. Gottlich,  the President,  Chief  Financial  Officer and Director of the
Company,  entered into a consulting  agreement with Rich Products  requiring Mr.
Gottlich  to be  available  to  render  consulting  services  as  needed by Rich
Products for a period of four (4) years following the Closing.  The compensation
to Mr. Gottlich  pursuant to this agreement is $30,000 per annum for a period of
four (4) years.

         Pursuant to the terms of the Rich Products  Asset  Purchase  Agreement,
Wayne  Sorensen,  the General  Manager of the  Company's  baking  facility in El
Cajon,  California,  entered  into a  consulting  agreement  with Rich  Products
requiring Mr. Sorensen to be available to render  consulting  services as needed
by Rich  Products  for a period of four (4) years  following  the  Closing.  The
compensation to Mr. Sorensen pursuant to this agreement is $20,000 per annum for
a period of four (4) years.

Termination of Employment Agreements

         Prior to, and unrelated to the  Transactions,  the Company entered into
an employment  agreement with Charles Loccisano,  the Company's Chairman,  Chief
Executive   Officer  and  Director  dated  October  1,  1997,  which  employment
agreements  current  term  expires on October 1, 2003,  and  requires  severance
payments  in the  event of  termination  without  cause  equal to two  times Mr.
Loccisano's  base salary plus  one-half of the  aggregate  bonuses paid over the
previous  three  fiscal  years.  Following  closing  of  the  Transactions,  Mr.
Loccisano  will continue to remain as the Company's  Chairman,  Chief  Executive
Officer and Director through the sale of the Company's shell or its dissolution,
however  disinterested  members of the Company's  Board of Directors  determined
that  it  would  be  economically   beneficial  to  the  Company  to  treat  the
Transactions as a defacto termination of this employment  agreement.  Therefore,
in September  2000,  the Board of  Directors  approved  the  termination  of Mr.
Loccisano's Employment Agreement as of January 31, 2001 upon terms providing Mr.
Loccisano  compensation equal to one-half the contractual  obligations under the
employment agreement,  or $276,622 (the contractual obligation in the employment
agreement is $553,244) to be paid in equal quarterly  installments over a period
of four years. These payments will be paid out of the proceeds received from the
Rich Products Transaction.

         Prior to, and unrelated to the  Transactions,  the Company also entered
into an employment agreement with Alan Gottlich , the Company's President, Chief
Financial   Officer  and  Director  dated  October  1,  1997,  which  employment
agreements  current  term  expires on October 1, 2003,  and  requires  severance
payments  in the  event of  termination  without  cause  equal to two  times Mr.
Gottlich's  base salary plus  one-half of the  aggregate  bonuses  paid over the
previous three fiscal years. Following closing of the Transactions, Mr. Gottlich
will continue to remain as the Company's  Chairman,  Chief Financial Officer and
Director  through the sale of the Company's  shell or its  dissolution,  however
disinterested  members of the Company's  Board of Directors  determined  that it
would be economically  beneficial to the Company to treat the  Transactions as a
defacto termination of this employment agreement.  Therefore, in September 2000,
the Board of Directors  approved the  termination of Mr.  Gottlich's  Employment
Agreement as of January 31, 2001 upon terms providing Mr. Gottlich  compensation
equal to one-half the contractual obligations under the employment agreement, or
$188,224 (the contractual obligation in the employment agreement is $376,447) to
be paid in equal  quarterly  installments  over a period  of four  years.  These
payments  will be paid out of the  proceeds  received  from  the  Rich  Products
Transaction.

                                       22

<PAGE>


The Paramark Liquidating Trust

         In  the  event  the  Company   liquidates   pursuant  to  the  Plan  of
Liquidation,  Charles Loccisano, the Company's Chairman, Chief Executive Officer
and Director,  and Alan  Gottlich,  the  Company's  President,  Chief  Financial
Officer and Director, will both serve as co-trustees of the Paramark Liquidating
Trust for a period of four (4) years.  Messrs.  Loccisano  and Gottlich will not
receive any  compensation  for their services which will include,  amongst other
things,   administration  of  the  Paramark  Liquidating  Trust,  enforcing  the
Company's  rights  under the Rich  Products  Transaction  and the Brooks  Street
Transaction,  and managing the completion of the annual financial statements and
tax returns.


















                                       23
<PAGE>




PART IV

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

PAGE
<TABLE>
<CAPTION>
<S>     <C>                                                                         <C>
(a)     Documents filed as part of this report.

        1. Financial Statements

            Independent Auditor's Report                                              F-1

            Financial Statements Subsequent to Adoption of Plan of Liquidation        F-2 - F-3

            Financial Statements Prior to Adoption of Plan of Liquidation             F-4 - F-5

            Consolidated Statements of Cash Flows                                     F-6

            Consolidated Statement of Stockholders' Equity                            F-7

            Notes to Consolidated Financial Statements                                F-8 - F-13
</TABLE>
<TABLE>
<CAPTION>

        2. Exhibits
<S>      <C>                                   <C>
         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

         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



                                            24
<PAGE>

         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

         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.

         10.20 ***         ................     Asset Purchase Agreement dated October 9,
                                                2000 by and between Rich Products
                                                Manufacturing Corporation, Paramark
                                                Enterprises, Inc. and Starbake, Inc., a
                                                wholly owned subsidiary of Paramark
                                                Enterprises, Inc.

         10.21 ***         ................     License Agreement dated October 9, 2000 by
                                                and between Rich Products Manufacturing
                                                Corporation, Paramark Enterprises, Inc.
                                                and Starbake, Inc., a wholly owned
                                                subsidiary of Paramark Enterprises, Inc.

         10.22 ***         ................     Consulting Agreement between Rich Products
                                                Manufacturing Corporation and Charles
                                                Loccisano



                                            25
<PAGE>

         10.23 ***         ................     Consulting Agreement between Rich Products
                                                Manufacturing Corporation and Alan
                                                Gottlich

         10.24 ***         ................     Consulting Agreement between Rich Products
                                                Manufacturing Corporation and Wayne
                                                Sorensen

         10.25 ***         ................     Assets Purchase and Sale Agreement dated
                                                October 9, 2000 by and between Brooks
                                                Street Baking Companies, Inc., Paramark
                                                Enterprises, Inc. and Starbake, Inc., a
                                                wholly owned subsidiary of 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.

---------------------
<FN>
*    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, July 9, 1998, October 18, 2000 and December 22, 2000.

        (b) On October 18, 2000 the Company filed a Current  Reports on Form 8-K
        disclosing the Company's  execution of a definitive asset sale agreement
        with Rich  Products  Manufacturing  Corporation  and a definitive  asset
        purchase and sale agreement with Brooks Street Companies,  Inc. , and on
        December  22,  2000 the  Company  filed a  Current  Reports  on Form 8-K
        disclosing  the Company's  consummation  of an asset sale agreement with
        Rich Products  Manufacturing  Corporation and an asset purchase and sale
        agreement with Brooks Street Companies, Inc.
</FN>
</TABLE>


                                       26

<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               March 23, 2001
------------------------         Executive Officer
Charles N. Loccisano             and Director
                                 (Principal Executive
                                 Officer)


/s/ Alan Gottlich                President, Chief              March 23, 2001
----------------------           Financial Officer
Alan S. Gottlich                 and Director
                                 (Principal Financial and
                                 Accounting Officer)


/s/ Philip Friedman              Director                      March 23, 2001
----------------------
Philip Friedman


/s/ Paul Bergrin                 Director                      March 23, 2001
------------------
Paul Bergrin


                                       27

<PAGE>
                           PARAMARK ENTERPRISES, INC.
                 (Formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                           (In Process of Liquidation)
                     For the Period From January 1, 2000 to
                September 30, 2000 and the Period in Liquidation
                    From October 1, 2000 to December 31, 2000
                      For the Year Ended December 31, 1999


                                                                            Page

Independent Auditors' Report                                                 F-1

Financial Statements Subsequent to Adoption of
    Plan of Liquidation
      Consolidated Statement of Net Assets
        In Liquidation at December 31, 2000                                  F-2
      Consolidated Statement of Changes in
        Net Assets in Liquidation for the period
         from October 1, 2000 to December 31, 2000                           F-3

Financial Statements Prior to Adoption of
    Plan of Liquidation

      Consolidated Balance Sheet at December 31, 1999                        F-4

      Consolidated  Statements  of  Operations  for the  period F-5 from
       January  1, 2000 to  September  30,  2000 and for the year  ended
       December 31, 1999

      Consolidated  Statements of Cash Flows for the period from January
       1, 2000 to September 30, 2000 and for the year
       ended December 31, 1999                                               F-6
      Consolidated Statements of Stockholders' Equity for the period
       from January 1, 2000 to September 30, 2000 and for the year
       ended December 31, 1999                                               F-7

Notes to Consolidated Financial Statements                            F-8 - F-12


<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  statement  of net assets in  liquidation  of
Paramark  Enterprises,  Inc. (formerly T. J. Cinnamons,  Inc.) and Subsidiary at
December  31,  2000,  and the  related  statement  of  changes  in net assets in
liquidation  for the  period  from  October 1, 2000 to  December  31,  2000.  In
addition,  we have audited the  accompanying  consolidated  balance  sheet as of
December  31,  1999,  and the related  consolidated  statements  of  operations,
shareholders'  equity  and cash  flows for the  period  from  January 1, 2000 to
September 30, 2000,  and for the year ended December 31, 1999.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

As  described  in  Note  1  to  the  consolidated   financial  statements,   the
stockholders  of Paramark  Enterprises  Inc.  (formerly  T.J.  Cinnamons,  Inc.)
approved a plan of  liquidation  on October 1, 2000,  and the Company  commenced
liquidation shortly  thereafter.  As a result, the Company has changed its basis
of accounting for periods  subsequent to October 1, 2000, from the going-concern
basis to a liquidation basis.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the net assets in  liquidation  of Paramark
Enterprises Inc.  (formerly T.J.  Cinnamons,  Inc.) and subsidiaries at December
31, 2000, and the changes in their net assets in liquidation for the period from
October 1, 2000 to December 31, 2000, and the consolidated financial position as
of December 31, 1999, and the consolidated results of their operations and their
cash flows for the period  from  January 1, 2000 to  September  30, 2000 and the
year ended December 31,1999, in conformity with accounting  principles generally
accepted in the United States of America,  applied on the basis described in the
preceding paragraph.



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

January 31, 2001
Edison, New Jersey


<PAGE>


                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
               Consolidated Statement of Net Assets in Liquidation
                                December 31, 2000



Assets

     Cash                                                 $        151,734
     Accounts receivable                                            47,114
     Other assets                                                   58,676
     Contract receivable                                           825,000
                                                          -----------------
                                                                 1,082,524

Liabilities

     Accounts payable and accrued expenses                         714,496
                                                          -----------------

Net assets in liquidation                                 $        368,028
                                                          =================











                 See notes to consolidated financial statements.

                                      F-2
<PAGE>


                           PARAMARK ENTERPRISES, INC.
                 (formerly T.J. Cinnamons, Inc.) AND SUBSIDIARY
                       Statement of Changes in Net Assets
                               (liquidation basis)
          For the Period from October 1, 2000 and to December 31, 2000




Stockholders equity at September 30, 2000
 (going concern, historical cost basis of accounting)        $     (136,646)
                                                             ---------------

Gain on sale of net assets on December 19, 2000
                                                                  1,220,084
Loss from activities during the "wind down" period from
 October 1, 2000 through December 31, 2000                         (825,890)

Interest and other income                                           110,480
                                                             ---------------

Increase in net assets                                              504,674
                                                             ---------------

Net assets in liquidation at December 31, 2000               $      368,028
                                                             ===============

Number of common shares outstanding                               3,613,383

Net assets in liquidation per common share                   $          .10
                                                             ===============



                 See notes to consolidated financial statements.

                                      F-3

<PAGE>


                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                           Consolidated Balance Sheet
                              (going concern basis)
                                December 31,1999

                                     Assets
<TABLE>
<CAPTION>
<S>                                                                       <C>
Current assets
    Cash                                                                  $         195,977
    Accounts receivable, less allowance for
     doubtful accounts of  $87,500                                                  385,462
    Current maturities of notes receivable                                          375,000
    Inventory                                                                       279,326
    Prepaid expenses and other current assets, net                                  110,818
                                                                          ------------------
                                                                                  1,346,583


Property and equipment, net                                                         867,964
                                                                          ------------------

                                                                          $       2,214,547

                      Liabilities and Stockholders' Equity

Current liabilities
    Accounts payable and accrued expenses                                 $         927,915
    Current maturities of long-term debt                                             56,744
                                                                          ------------------
                                                                                    984,659

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

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 3,613,383 and 3,393,383 shares                           33,935
    Additional paid-in capital                                                    6,822,032
    Accumulated deficit                                                          (5,813,653)
                                                                          ------------------
                                                                                  1,042,314
    Less treasury stock, at cost                                                    (39,107)
                                                                          ------------------
       Total stockholders' equity                                                 1,003,207
                                                                          ------------------

                                                                          $       2,214,547
                                                                          =================
</TABLE>

                 See notes to consolidated financial statements.

                                      F-4


<PAGE>


                                    PARAMARK ENTERPRISES, INC.
                         (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                              Consolidated Statements of Operations
                                      (going concern basis)
                                           (See Note 1)
<TABLE>
<CAPTION>
                                                            Period from
                                                        January 1, 2000 to        Year Ended
                                                           September 30,         December 31,
                                                               2000                  1999
                                                               ----                  ----
<S>                                                     <C>                   <C>
Revenue                                                 $       5,454,685     $       4,392,570

Cost of goods sold                                              4,650,957             3,481,847

Gross margin                                                      803,728               910,723

Selling, general and administrative                             1,916,631             1,977,526
                                                        ------------------    ------------------

Loss from operations                                           (1,112,903)           (1,066,803)

Other income (expense)
    Other income                                                   52,118                68,341
    Interest, net                                                (108,218)              (18,232)
                                                        ------------------    ------------------

Net loss                                                $      (1,169,003)    $      (1,016,694)
                                                        ==================    ==================

Basic loss per share                                    $            (.34)    $            (.30)
Diluted loss per share                                               (.34)                 (.30)

Weighted-average common shares outstanding
    Basic                                               $       3,405,471     $       3,390,925
    Diluted                                                     3,405,471             3,390,925
</TABLE>

                 See notes to consolidated financial statements.

                                      F-5

<PAGE>


                                        PARAMARK ENTERPRISES, INC.
                              (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                                   Consolidated Statements of Cash Flows
                                           (going concern basis)
<TABLE>
<CAPTION>
                                                                     Period from
                                                                 January 1, 2000 to         Year Ended
                                                                    September 30,          December 31,
                                                                        2000                   1999
                                                                        ----                   ----
<S>                                                             <C>                     <C>
Cash flows from operating activities
    Net loss                                                    $      (1,169,003)      $     (1,016,694)
                                                                ------------------      -----------------
    Adjustments to reconcile net income (loss) to net
     cash from operating activities
      Depreciation and amortization                                       151,392                119,727
      Noncash interest expense                                             29,149                  8,523
      Provision for doubtful accounts                                           -                 30,000
      Provision for inventory obsolescence                                 62,908                      -
      Gain from forgiveness of debt                                       (52,118)                     -
    (Increase) decrease in
      Accounts receivable                                                (269,388)               (89,245)
      Inventories                                                         (25,805)              (111,370)
      Prepaid expenses and other current assets                            49,866                (66,466)
    Increase (decrease) in
      Accounts payable and accrued expenses                               508,920                326,323
                                                                ------------------      -----------------
        Total adjustments                                                 454,924                217,492
                                                                ------------------      -----------------
                                                                         (714,079)              (799,202)
                                                                ------------------      -----------------

Cash flows from investing activities
    Purchases of property and equipment                                  (207,264)              (470,552)
    Purchase of treasury stock                                                  -                (39,107)
    Proceeds from note receivable                                         375,000                      -
    Principal payments received on notes receivable                             -                500,000
                                                                ------------------      -----------------
                                                                          167,736                 (9,659)
                                                                ------------------      -----------------

Cash flows from financing activities
    Principal payments on long-term debt                                        -                (25,288)
    Proceeds from issuance of long-term debt                                    -                239,253
    Proceeds from financing                                               434,185                      -
    Principal payments of notes payable                                   (49,233)                     -
                                                                ------------------      -----------------
                                                                          384,952                213,965
                                                                ------------------      -----------------

Net change in cash                                                       (161,391)              (594,896)

Cash - beginning                                                          195,977                790,873
                                                                ------------------      -----------------

Cash - ending                                                   $          34,586       $        195,977
                                                                ==================      =================
</TABLE>


                              See notes to consolidated financial statements.

                                                    F-6
<PAGE>

<TABLE>
<CAPTION>

                                                    PARAMARK ENTERPRISES, INC.
                                          (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                                          Consolidated Statements of Stockholders' Equity
                                                       (going concern basis)



                                                             Additional                        Common Stock              Total
                                       Common Stock            Paid-In    Accumulated        Held in Treasury          Stockholders'
                                   Shares        Amount        Capital      Deficit         Shares        Amount         Equity
                                -----------   -----------   -----------   -----------    -----------   -----------    -----------
<S>                              <C>             <C>        <C>          <C>                          <C>             <C>
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

Issuance of common
 stock for financing                220,000         2,200        26,950            --             --            --         29,150

Net loss                                 --            --            --    (1,169,003)            --            --     (1,169,003)
                                -----------   -----------   -----------   -----------    -----------   -----------    -----------

Balance at September 30, 2000     3,613,383       $36,135    $6,848,982   $(6,982,656)        40,800      $(39,107)     $(136,646)
                                ===========   ===========   ===========   ===========    ===========   ===========    ===========
</TABLE>


                              See notes to consolidated financial statements.

                                                    F-7


<PAGE>


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

Note  1 -     Liquidation Basis of Accounting
              On December 15, 2000,  the Company  consummated  an asset purchase
              agreement  (the "Rich  Products  Agreement")  with Rich  Products,
              pursuant to which the Company sold its bakery  operations  located
              in El Cajon,  California  representing a majority of the Company's
              operating  assets.  The Rich  Products  Agreement  provides  for a
              purchase price aggregating  $2,193,950  inclusive of a payment for
              inventory.  The  aggregate  purchase  price  was paid as  follows:
              $193,950 on October 16, 2000, $1,000,000 on December 15, 2000, and
              $1,000,000  payable in  semiannual  installments  over a period of
              four (4) years. Rich Products also assumed approximately  $285,000
              in equipment  lease  related  debt.  In addition,  pursuant to the
              terms of the Rich Products  Agreement,  Rich Products entered into
              consulting  agreements with Charles  Loccisano,  Alan Gottlich and
              Wayne Sorensen, the Company's Chairman and CEO, President and CFO,
              and  Bakery  General  Manager,   respectively.   These  consulting
              agreements   provided  for  compensation  to  Messrs.   Loccisano,
              Gottlich and Sorensen over a four year term in an annual amount of
              $50,000, $30,000 and $20,000, respectively.

              On December 15, 2000,  the Company  consummated  an asset purchase
              and sale  agreement (the "Brooks  Street  Agreement")  with Brooks
              Street Companies,  Inc. ("Brooks  Street"),  pursuant to which the
              Company  sold the  remainder  of its bakery  operations  to Brooks
              Street.  The Brooks Street Agreement provided for a purchase price
              in the form of the  assumption by Brooks  Street of  approximately
              $70,000 in equipment lease related debt, the purchase of inventory
              by Brooks  Street in the amount of $12,500  and the  agreement  by
              Brooks  Street  to  make  contingent  additional  payments  to the
              Company, over a period of four (4) years, equal to 5% of net sales
              of  pull-apart  cakes to existing  customers of the Company plus 1
              1/2% of net sales of  pull-apart  cakes to new customers of Brooks
              Street.

              Paramark terminated two employment agreements with directors as of
              December 31, 2000 (see Note 4).

Note  2 -     Principal Business Activity and Summary of Significant Accounting
              Policies Operations
              Subsequent to the sale of assets pursuant to the Rich Products and
              the Brooks Street Agreements,  the Company has not been engaged in
              any ongoing business activities, (see Note 1).

              Basis of Presentation
              As a result  of the  sale of  substantially  all of the  Company's
              assets to Rich Products and Brooks Street and the plan of complete
              liquidation  and  dissolution,  the  Company  changed its basis of
              accounting from the going concern basis to the  liquidation  basis
              in  accordance  with  generally  accepted  accounting  principles,
              effective  October 1, 2000. This basis of accounting is considered
              appropriate  when,  among other things,  liquidation  of a company
              appears  imminent and the net  realizable  value of its assets are
              reasonably determinable.  Consequently, assets have been valued at
              estimated net realizable  value and  liabilities  are presented at
              their estimated settlement amounts.

                                      F-8
<PAGE>
                           PARAMARK ENTERPRISES, INC.
                 (formerly T. J. Cinnamons, Inc.) AND SUBSIDIARY
                   Notes to Consolidated Financial Statements


Note  2 -     Principal Business Activity and Summary of Significant  Accounting
              Policies - (continued)

              Principles of Consolidation
              The consolidated  financial statements include the accounts of the
              Company  (formerly  T. J.  Cinnamons,  Inc.) and its wholly  owned
              subsidiary  Starbake  Brands,   Inc.,  after  elimination  of  all
              significant intercompany balances and transactions.

              Revenue Recognition
              Revenue was  recognized  on  specialty  bakery  products  when the
              product was shipped. Management established 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,
              2000,  the Company had  approximately  $158,000  invested with one
              financial institution.

              Inventory
              Inventory  was  stated at the lower of cost  (first-in,  first-out
              basis) or market, and consisted principally of raw materials.

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

              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.



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


Note  3 -     Contract  Receivable
              The Company had a contract  receivable  of  $1,000,000 at December
              31, 2000. This non-collateralized receivable is from Rich Products
              which the  agreement  between the Company  and Rich  Products  was
              discussed in Note 1. The payment terms state over a period of four
              (4) years.  The note was $825,000 as of December 31, 2000,  stated
              at fair value.

Note  4 -     Related Party Transactions
              In  August  2000,  the  Company's  Chairman  and  Chief  Executive
              Officer,  provided  the Company with a loan of $150,000 for a term
              of one  year at an  interest  rate of 5% per  annum.  The  Company
              granted 50,000  unregistered  shares of common stock as additional
              consideration  for  providing  this loan.  This loan was repaid in
              full in September 2000.

              In September  2000,  the  Company's  Chairman and Chief  Executive
              Officer,  provided the Company with a credit line in the amount of
              $150,000  for a term  of one  year at an  interest  rate of 5% per
              annum. The Company granted 150,000  unregistered  shares of common
              stock as additional  consideration  for providing  this loan.  The
              credit line was repaid in full as of December 31, 2000.

              Interest expense and fees, related to loans from officers for 2000
              were $27,646.

              Included in accounts  payable of $714,496 as of December  31, 2000
              was $346,000  which related to the  termination  of the employment
              agreements with officers.

Note  5 -     Income Taxes
<TABLE>
<CAPTION>
                                                                    December 31,
                                                             2000                  1999
                                                             ----                  ----
<S>                                                   <C>                   <C>
                Loss carryforwards                    $       1,415,000     $       1,561,000
                Installment gain on sale of assets                    -               127,000
                Accrued compensation                            139,000                     -
                Gain on sale of assets                          106,000                     -
                Allowance for doubtful accounts                  58,000                23,000
                                                      ------------------    ------------------

                Gross deferred tax asset                      1,718,000             1,711,000
                Valuation allowance                          (1,718,000)           (1,711,000)
                                                      ------------------    ------------------

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




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


Note  5 -     Income Taxes - (continued)\

              At December 31, 2000,  the Company has the following net operating
              loss carryforwards.

               Expiration Date
                   December 31,
                                              Federal                State

                      2001              $              -      $      1,180,000
                      2002                             -             1,298,000
                      2005                             -               229,000
                      2007                             -               493,000
                      2009                     1,161,000                     -
                      2010                     1,299,000                     -
                      2012                       199,000                     -
                      2013                       307,000                     -
                      2019                       573,000                     -
                                        -----------------     ------------------
                                        $      3,539,000      $      3,200,000
                                        =================     ==================

              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.

              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 $7,000 in
              2000.

Note  6-       Supplemental Cash Flow Information

               During the years ended  December  31, 2000 and 1999,  the Company
               issued  220,000  and 19,500,  respectively,  shares of its common
               stock as payment for  consulting  services  rendered and interest
               expense on certain debt  obligations in the amount of $29,149 and
               $8,523,  respectively,  the fair value of the shares on the dates
               of issuance.

               During the years ended  December  31, 2000 and 1999,  the company
               paid   interest   of   approximately    $129,000   and   $11,000,
               respectively.

Note  7 -      Major Customers

               The Company had three and two major  customers  who accounted for
               63% and 74% of wholesale  sales for 2000 and 1999,  respectively.
               These  same  customers  accounted  for  substantially  all of the
               Company's accounts receivable as of December 31, 2000 and 1999.

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


Note  8 -      Commitments and Contingencies

               Litigation

               In  2000,  the  Company  received   discrimination  and  wrongful
               termination  claims brought by two separate employees (Vargas and
               DeSantiago)  employed  at the  Company's  bakery  facility  in El
               Cajon,  California.  These  claims are  currently  pending in the
               California Department of Fair Employment and Housing. The Company
               has fully  responded  to all  requests  for  information  and has
               formally  denied  liability.  The  investigation  regarding these
               claims is currently pending.

               In January  2001,  the Company and certain of its  officers  were
               named  as a  defendant  in a  civil  action  filed  by  Pensabene
               International,  Inc. (the  "Plaintiff") in the Superior Court for
               the  State  of   California.   The  claim  is  for   damages  for
               misappropriation  of  trade  secrets,   trade  libel,  breach  of
               confidentiality,  breach of fiduciary duty, tortuous interference
               with economic relations,  breach of contract,  common law palming
               off, unfair business practices and a violation of state antitrust
               laws. This action resulted from the Company's employment of Kandy
               Konn, a former  employee and  consultant  of the  Plaintiff.  The
               Company  believes  these claims are frivolous and without  merit,
               and the Company intends to vigorously defend this action and file
               a  counterclaim  for any  damages  suffered  as a result of being
               named as a defendant in this action.









                                      F-12
<PAGE>




                          INDEPENDENT AUDITORS' CONSENT



We consent to the  Incorporation  of our report dated  January 31, 2001,  on the
financial statements of Paramark Enterprises, Inc. and Subsidiary as of December
31, 2000 and 1999, and for the years then ended, which is included in the Annual
Report on Form 10K of Paramark Enterprises, Inc. and Subsidiary.




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

March 26, 2001
Edison, New Jersey