UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

             [X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003

                                       OR

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

                        For the transition period from to

                         COMMISSION FILE NUMBER 0-27157

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                      ------------------------------------
                 (Name of small business issuer in its charter)

              NEVADA                                             65-0789306
              ------                                             ----------
   (State or other jurisdiction                                (IRS Employer
 of incorporation or organization)                           Identification No.)

501 South Dakota Avenue, Suite 1, Tampa, FL 33606                  33606
-------------------------------------------------                  -----
    (Address of principal executive offices)                     (Zip Code)

                    Issuer's telephone number: (813) 258-0606

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                          COMMON STOCK, $.001 PAR VALUE
                          -----------------------------
                                (Title of class)

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

                                       1
<PAGE>

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

         The issuer had $0.00 revenue for the fiscal year ended December 31,
2003.

         The aggregate market value of the issuer's voting stock held by
non-affiliates of the issuer as of April 21, 2004 was approximately $4,700,751
based on the average closing bid and asked price of the issuer's common stock on
such date as reported on the Over-the-Counter Bulletin Board.

         As of April 21, 2004, the issuer had 54,829,805 shares of common stock,
par value $.001 per share, outstanding.

Documents Incorporated By Reference:  None

                                     PART I

         FORWARD-LOOKING STATEMENTS: This Form 10-KSB and other written reports
and oral statements made from time to time by us and our representatives contain
"forward-looking statements" within the meaning of the federal securities laws.
These statements, which are not statements of historical fact, may contain
estimates, assumptions, projections and/or expectations regarding our financial
position, results of operations, growth strategy and plans for future expansion,
product development, economic conditions, and other similar forecasts and
statements of expectation. We generally indicate these statements by words or
phrases such as "anticipate," "estimate," "plan," "expect," "believe," "intend,"
"foresee," and similar words or phrases. Forward- looking statements are based
upon estimates, projections, beliefs and assumptions of management at the time
of such statements and should not be viewed as guarantees of future performance.
Such forward-looking information involves important risks and uncertainties that
could significantly impact anticipated results in the future and, accordingly,
such results may differ materially from those expressed in any forward-looking
statements by us or on our behalf. Factors that might cause such a difference
include, without limitation, the information set forth herein under the heading
entitled "Factors That May Effect Future Operating Results." All cautionary
statements made in this Report should be read as being applicable to all related
forward-looking statements wherever they may appear. Any forward-looking
statement speaks only as of the date on which such statement is made, and we
disclaim any obligation to update or revise any forward-looking statement based
on the occurrence of future events, the receipt of new information, or
otherwise. New factors emerge from time to time and it is not possible for
management to predict all of such factors, nor can it assess the impact of each
such factor on the business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statement.

                                       2
<PAGE>

ITEM 1.  DESCRIPTION OF BUSINESS

         References in this report to "we" and "our" are to P.D.C. Innovative
Industries, Inc. (and its subsidiary Ragin' Ribs, Inc. ("RRI") and RRI's
subsidiaries Ragin' Ribs Franchise Corp. and Henderson One Group, Inc., which,
collectively, may also be referred to herein as the "Company"). All share amount
information contained herein, except where otherwise noted, reflects a one for
twenty reverse stock split effected January 5, 2004.

General
-------

         For our prior three fiscal years, we have been a development stage
company engaged principally as a licensee in the development of the Hypo-Pro
2000 ("Hypo-Pro") and to a lesser extent certain other products described
herein.

         The Hypo-Pro is a device designed to dispose of contaminated hypodermic
syringes at the site of use, i.e., hospital, doctor's office, lab, etc. The
device is designed to reduce, in an enclosed environment, the entire instrument
to small, decontaminated particles, which can be disposed of as conventional
trash.

         We have not had any revenues from operations in any of our last three
fiscal years. While we have attempted during such time period to obtain required
funding from outside sources to further develop the Hypo-Pro for commercial
marketing and sale, we have not been able to raise sufficient funds to
meaningfully proceed with such efforts.

         The U.S. Patent and Trademark Office advised in the latter half of 2003
that it rejected virtually all of the claims that were proferred in support of
the Hypo-Pro potentially receiving patent protection. While the U.S. Patent and
Trademark Office advised that it would allow for one claim, as well as one
additional claim if certain revisions were made, counsel for the licensor of
such product, who was also our then President and Director, advised that he did
not view the patent protection that would be afforded to such claims as
meaningful. Accordingly, no further patent protection efforts were undertaken by
the licensor of such product. We have currently determined to defer any decision
as to whether or not we will pursue efforts to gain U.S. Food and Drug
Administration ("FDA") approval for the Hypo-Pro health-field related product or
to undertake any other development, sales and marketing efforts concerning such
product until the fourth quarter of 2004.

         On February 16, 2004, we effected a business combination with RRI, as
more fully described below under the heading "Events Subsequent to December 31,
2003 - Business Combination." RRI is a food service franchising company based in
Tampa, Florida. Subsequent to consummating such business combination, we
relocated our executive offices to RRI's facilities.

                                       3
<PAGE>

History
-------

         P.D.C. Innovative Industries, Inc., a Florida corporation ("P.D.C.
Florida"), was originally incorporated in the State of Florida in December 1997,
effected a merger on January 22, 1998 with an existing Nevada public corporation
which was itself incorporated on September 7, 1994. Such entity subsequently
changed its name to P.D.C. Innovative Industries, Inc. ("P.D.C."). On March 2,
2000, we became the successor to a reporting company under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and continued to maintain
P.D.C.'s December 31 fiscal year end.

         On July 6, 2000, P.D.C. entered into a plan of merger with Sterile-Pro,
Inc., a Florida corporation ("Sterile-Pro"), with P.D.C. being the survivor.
Sterile-Pro's principal asset was the right to develop and market a device known
as the Hypo-Pro 2000 ("Hypo-Pro") (formerly known as "Sterile Pro 2000") which
rights it acquired from Mr. David Sowers, who was the then Chief Executive
Officer of P.D.C. and whose estate then owned the patent rights to such product.

         As stated above, Sterile-Pro had acquired certain rights from Mr. David
Sowers to enable Sterile-Pro to begin to develop and sell the Hypo-Pro. Mr.
Sowers also then held the ownership rights to various other products (which
rights are now held by the sole beneficiary to his estate, Sandra Sowers, who
was our President and a member of our Board of Directors from January 1998
through February 16, 2004), and on June 8, 2000, he and P.D.C. entered into a
separate exclusive licensing agreement pursuant to which P.D.C. was granted
rights to develop, manufacture, and distribute certain products, including the:

         - Hypo-Pro
         - Tri-Level Family

The term of such license agreement is for the life of the patent of each product
and any renewal thereof, subject to termination under certain conditions,
including non-compliance with its terms. Such license agreement provided for
certain royalties to be paid pursuant to a delineated schedule, based upon
product sales.

         Such license agreement was subsequently modified per the terms of an
October 1, 2001 executed written consent of the Company's then Board of
Directors, comprised of Ms. Sandra Sowers (also the personal representative and
sole beneficiary of the estate of David Sowers at such time) and Mr. Harold H.
Harris, to provide that the Company be in receipt of $10,000,000 in revenue
before any royalties are paid.

         Pursuant to the terms of a subsequent exclusive patent sub-license and
royalty agreement entered into by and between P.D.C. and two other parties,
discussed below, and a subsequently executed termination agreement between all
of such parties, also discussed below, the terms of such licensing agreement, as
modified, have been substantially further revised to terminate the royalty
provisions described above, and certain anti-dilution rights.

         As a result of ongoing severe liquidity constraints, P.D.C. determined
in the latter part of 2002 not to manufacture any of its products itself.

                                       4
<PAGE>

         Accordingly, on November 21, 2002 , P.D.C. entered into an exclusive
patent sub-license and royalty agreement with Medical Marketing Innovations,
Inc. ("MMI"), a Florida corporation formed for purposes of marketing various
medical products, and for purposes of MMI manufacturing, selling and marketing
the Hypo-Pro on a worldwide basis.

         The agreement provided, in summary, for MMI, at its sole cost and
expense, to cause the manufacture, sale and marketing of the Hypo-Pro following
such time as when the Hypo-Pro may receive FDA approval. Prior to submitting the
Hypo-Pro to the FDA, P.D.C. was required pursuant to the agreement at its
expense to undertake further laboratory testing of the Hypo-Pro relating to
noxious and toxic emissions, among other matters, as well as to fund the FDA
application process. The agreement further provided for P.D.C. to receive
certain royalty payments on product sales, if any, following such time as when
FDA approval might be obtained.

         The directors and officers of MMI at the time the agreement was entered
into were Messrs. Ronald Epstein, John Carlson, and Michael Hiler (P.D.C.'s then
Chief Executive Officer). Mr. Epstein formerly provided consulting services to
the Company in 2001 and early 2002 and had received an aggregate of 1,700,000
shares of the Company's common stock in connection therewith in 2001 and the
early part of 2002. Mr. Carlson was also a former consultant to the Company in
early 2002 and had received 1,000,000 shares of the Company's common stock at a
price of $.01 per share in connection therewith. Mr. Hiler abstained from voting
on the agreement in his capacity as a member of MMI's Board of Directors. The
shareholders of MMI at the time the agreement was entered into were Messrs.
Epstein, Carlson, Hiler and P.D.C., each of whom paid nominal consideration for
their MMI shares.

         In connection with approving the exclusive patent sub-license and
royalty agreement on behalf of P.D.C., Ms. Sandra Sowers, P.D.C.'s then
President and a then P.D.C. director, relinquished her prior right to personally
receive any royalties from Hypo-Pro sales under the terms of the prior licensing
agreement, as modified, discussed above by and between the estate of David
Sowers of which Ms. Sowers is the personal representative and sole beneficiary,
and P.D.C., and relinquished all anti-dilution rights under the prior license
agreement, as modified.

         In connection with entering into the agreement, P.D.C. retained and
paid an initial retainer fee for the services of an outside professional
services firm to provide P.D.C. with a fairness opinion to the effect that the
agreement and its terms and related matters were fair to P.D.C. and its
shareholders. Such firm preliminarily and informally concluded that the
above-described transaction and terms were fair to P.D.C. and its shareholders.
A fairness opinion was not issued, however, as P.D.C. did not have sufficient
funds to pay the balance owed for such fairness opinion.

                                       5
<PAGE>

         On December 16, 2002, Global Medical Marketing, Inc., formerly e-Game
Network, Inc. ("Global") (OTC: GMDM) effected a share exchange on a one for one
basis with the shareholders of MMI, pursuant to which MMI became a wholly-owned
subsidiary of Global, the MMI shareholders collectively became the majority
shareholders of Global, and Messrs. Epstein, Carlson and Hiler, MMI's Chief
Executive Officer, President, and Vice President, respectively, as well as
directors, also assumed such respective positions with Global. Mr. Hiler
subsequently resigned both his director and officer positions with Global as of
March 25, 2003.

         Global was a nominally capitalized company whose business plan
provided, among other things, for the marketing and sale of various medical
equipment, services and devices to the healthcare industry.

         As a result of continuing severe liquidity constraints and lack of
adequate funding, P.D.C. was unable to undertake additional laboratory testing
or commence the FDA approval process for the Hypo-Pro. Such steps, as well as
obtaining FDA approval for such product, were required prior to MMI having any
manufacturing, selling and marketing obligations under such agreement.

         Accordingly, the parties to such exclusive patent sub-license and
royalty agreement entered into a termination agreement dated May 5, 2003
pursuant to which the parties agreed to terminate such exclusive patent
sub-license and royalty agreement, P.D.C. agreed to relinquish to Global its
ownership interest in all of its shares of Global common stock in consideration
for Global causing MMI to enter into the termination agreement and to relinquish
its exclusive rights to the Hypo-Pro, and P.D.C. and the estate of David Sowers
returned to their respective prior rights and obligations under the license
agreement, as modified, discussed above, except that Ms. Sowers agreed to
relinquish all royalty and anti-dilution rights thereunder.

         P.D.C. continued to experience severe liquidity constraints following
its execution of the above-described termination agreement and through the end
of its fiscal year ended December 31, 2003 and thereafter, and continued during
such time period to lack sufficient funds to initiate and complete additional
laboratory testing required prior to the submission of the Hypo-Pro to the FDA,
to fund the initiation of such FDA approval process or to engage in any other
meaningful activity or business operations. While efforts were undertaken to
secure meaningful funding to engage in additional testing of the Hypo-Pro and to
fund the FDA approval process, no meaningful funding was secured during the
fiscal year ended December 31, 2003 for such purposes or otherwise.

         Due to P.D.C.'s continuing severe liquidity constraints, in
approximately mid-April 2003, our corporate office was relocated to the
residence of our then President, Sandra Sowers, who provided such facility on a
rent-free basis through the end of our fiscal year ended December 31, 2003 and
through February 16, 2004 (see heading "Events Subsequent to December 31, 2003 -
Business Combination" below). The value of such services provided was nominal.

                                       6
<PAGE>

         Management determined in the beginning of the fourth quarter of fiscal
year 2003 that the Company's then capital structure would be unsatisfactory to a
financing source or acquisition candidate, if any, and accordingly, determined
that it would be in the best interest of the Company to restructure its
capitalization (at that time the Company had approximately 123,000,000 pre-split
shares of its 125,000,000 pre-split authorized shares of common stock issued and
outstanding) and effect a reverse stock split, in view of our common stock
trading in the range of $.01 pre-split per share or less since April 2003.
Accordingly, the Company's Board of Directors recommended to the Company's
shareholders that they authorize the execution and filing of an amendment to the
Company's Articles of Incorporation (the "Amendment") whereby the Company would
increase the number of authorized shares of common stock of the Company from
125,000,000 pre-split to 200,000,000 post-split, authorize 10,000,000 shares of
blank check preferred stock, and effect a reverse split of the Company's common
stock of 1:20 (pursuant to which the number of authorized shares of common stock
would be 200,000,000 following such reverse stock split), and fractional shares
post-split would be rounded up to the next whole share.

         On December 2, 2003, the holders of a majority of the outstanding
shares of common stock of the Company approved such Amendment. We filed a
definitive information statement with the Securities and Exchange Commission
("SEC" or "Commission") relating to the Amendment and commenced mailing such
definitive information statement to our shareholders on December 16, 2003. In
connection with such reverse split, the Company's trading symbol on the
Over-the- Counter Bulletin Board ("OTCBB") was changed from "PDCI" to "PDCN" and
was reflected as of the opening of trading on January 5, 2004, East Coast Time.

         At December 31, 2003, we have a working capital deficiency of
$1,375,183.

         As of December 31, 2003, and through February 16, 2004, our President,
Sandra Sowers had made loans to the Company for working capital purposes
aggregating $243,872, which loans were unsecured, payable on demand, and without
interest.

         Accounts payable at December 31, 2003 (excluding payroll taxes, accrued
interest and accrued wages aggregating $62,707) aggregated $449,168, and
included indebtedness to a Company vendor and the lessor of a prior Company
occupied facility in the aggregate amount of approximately $279,000, which
indebtedness to such vendor and lessor was personally guaranteed by our then
President, Ms. Sowers. On February 16, 2004, the Company entered into an
indemnity and release agreement with Ms. Sowers which provides, generally, that
in consideration of Ms. Sowers agreeing to waive any and all accrued salaries,
loans and expenses, the Company will indemnify Ms. Sowers for a period of three
years from such date relating to such guarantees, and from and against any and
all claims, damages and liabilities in connection with and/or relating in any
manner whatsoever to the Company and/or its past, present and future business
and operations and her association therewith in any and all capacities, subject
to the indemnification provisions provided in the Company's articles of
incorporation, as amended and bylaws. At such time, a similar indemnification
and release agreement was also obtained from each of Mr. Hiler and Ms. Fern
Marlene Kennedy, a prior director, in consideration of each of such persons
waiving any and all accrued salaries, loans and expenses.

         At December 31, 2003, we owed federal and state payroll taxes of
approximately $26,543 which were past due and owing and which we were unable to
pay. We anticipate that we will seek to enter into payment schedules for such
taxes owed.

                                       7
<PAGE>

Events Subsequent to December 31, 2003
--------------------------------------

         Business Combination
         --------------------

         On February 13, 2004, P.D.C. entered into a Plan of Reorganization and
Merger Agreement (the "Merger Agreement") with P.D.C. Acquisition Corp., a
wholly-owned subsidiary of the Company ("Company Sub"), Ragin' Ribs, Inc.,
formerly Ragin' Ribs International, Inc. ("RRI") and its wholly-owned
subsidiary, Ragin' Ribs Franchise Corp. ("RRFC") (the "Business Combination").
Pursuant to the terms of the Merger Agreement, the following occurred as of
February 16, 2004, the date articles of merger were filed with the Florida
Secretary of State: (i) Company Sub merged with and into RRI (the "Surviving
Corporation"), which became a wholly-owned subsidiary of the Company; (ii) the
established offices and facilities of RRI became the established offices and
facilities of the Surviving Corporation and the Company; (iii) each outstanding
share of RRI common stock was converted into one share of Company common stock,
and each outstanding share of RRI Class A Preferred Stock was converted into one
share of Company Class A Preferred Stock; (iv) any shares of RRI common stock
and RRI preferred stock held in the treasury of RRI immediately prior to the
effective time of the merger were automatically canceled and extinguished
without any conversion thereof and no payment of any type was made with respect
thereto; (v) each share of Company Sub common stock issued and outstanding
immediately prior to the effective time of the merger was converted into one
share of common stock of the Surviving Corporation; (vi) each warrant to
purchase shares of RRI common stock became exercisable for one share of Company
common stock for each one share of RRI common stock to which each such warrant
related, without any adjustment in the exercise price per share or any other
terms and conditions thereof; and (vii) the officers and directors of RRI also
became the officers and directors of P.D.C., and the officers and directors of
P.D.C. prior to the Business Combination, resigned.

         No vote of shareholders was required on the part of P.D.C.;
approximately 99.99% of the shareholders of RRI approved the Business
Combination. Such transaction was effected by unrelated parties in an arms
length transaction on terms deemed reasonable by such parties and no fairness
opinion was rendered.

         As a direct result of the Business Combination, the former shareholders
of RRI owned 43,941,800 shares, or approximately 87% of the issued and
outstanding shares of common stock of the Company immediately post-closing
(including 205,000 shares of the Company's common stock underlying warrants
exercisable at a price of $.10 per share through November 30, 2006 and 20,000
shares of the Company's common stock underlying warrants exercisable at a price
of $.50 per share through August 31, 2006, but excluding shares of the Company's
common stock which may be acquired upon conversion of 36,301 shares of the
Company's Class A Preferred Stock as follows: six months after their acquisition
of the Company's Class A Preferred Stock, holders thereof can convert, at their
option, to common stock of the Company based on a 50% discount to the 30-day
average closing price immediately prior to the conversion date). In view of
severe liquidity constraints, no fairness opinion was obtained by the Company in
connection with such transaction, which was effected by unrelated parties in an
arms length negotiation on terms deemed reasonable by such parties.

                                       8
<PAGE>

         We plan to continue the operations of RRI, a food service franchising
company based in Tampa, Florida, and have relocated our executive offices to
RRI's facilities. We have currently determined to defer any decision as to
whether or not we will pursue efforts to gain FDA approval for the Hypo-Pro
health-field related product, or to undertake any other development, sales and
marketing efforts concerning such product until the fourth quarter of 2004. No
assurances are given that we will continue such efforts for regulatory approval
or commercialization of the Hypo-Pro.

         While we are the legal surviving entity, for accounting purposes, the
merger between RRI and Company Sub is being treated as a purchase business
acquisition of the Company by RRI (commonly called a reverse acquisition) and a
recapitalization of RRI. RRI is the acquirer for accounting and financial
reporting purposes because the former stockholders of RRI received the larger
portion of the common stockholder interests and voting rights in the combined
enterprise when compared to the common stockholder interests and voting rights
retained by the pre-merger stockholders of the Company. As a result of this
accounting treatment, RRI will be recapitalized for accounting and financial
reporting purposes to reflect the authorized stock of the legal surviving
entity.

RRI
---

         History; General
         ----------------

         RRI was incorporated in the State of Florida on September 17, 1998
under the name Fun & Food Management Corporation. On July 6, 1999, such name was
subsequently changed to GiftRunner.com, Inc., and later on September 25, 2000 to
Ragin' Ribs International, Inc. The name was subsequently changed again on
January 22, 2004 to Ragin' Ribs, Inc.

         The company engaged in minimal business activities from 1998 through
March 2002. In approximately March 2002, RRI began to develop the menu,
proprietary sauces, operating manuals and procedures for its Ragin' Ribs
restaurant and franchise concept, as well as updating franchisee documentation,
manuals and developing infrastructure for its planned national franchise
program. In approximately May 2002, RRI commenced capital raising efforts on a
private placement basis to fund its business concept. From May 2002 through July
2002, RRI sought to open a company owned restaurant or obtain one or more
franchisees. In July 2002, the company sold a franchise in Georgia, which
franchisee opened one restaurant facility that subsequently closed in November
2003.

         In furtherance of its business plan, on June 20, 2003, RRI formed a
wholly-owned subsidiary, Ragin' Ribs Franchise Corp., a Florida corporation
("Franchise Corp."), for purposes of operating its franchise division. The
officers and directors of such company are the same as the officers and
directors of PDC and RRI.

                                       9
<PAGE>

         Current Status of Development
         -----------------------------

         In November 2003, RRI entered into an equally owned joint venture with
a third party entity, Warren Capital Corporation, whose principal is an RRI
shareholder, under the name Ragin' Ribs Canada, Inc., a Canadian corporation.
Such entity entered into an area development agreement with Franchise Corp. to
locate franchisees to develop RRI franchises in Canada.

         In November 2003, Franchise Corp. also entered into an area development
agreement with Warren Capital Corporation to locate franchisees to develop RRI
franchises in the State of Virginia.

         Each of such area development agreements provide for the area developer
to secure territory operators pursuant to the following performance schedule in
order for the area developer to maintain its respective area exclusivity; each
territory operator will be required to develop a minimum of five franchise
restaurants pursuant to an agreed to performance schedule to maintain their
exclusivity:

             Year                              Number of Territory Operators
             ----                              -----------------------------
             2004                                           1
             2005                                           2
             2006                                           3
             2007                                           4
             2008                                           4

         In early December 2003, RRI opened a company operated restaurant
facility through a majority owned subsidiary, Henderson One Group, Inc., in
Tampa, Florida, which also serves as the Company's training center for
franchisees. The classroom component of the training center is located at the
Company's headquarters; on-the-job training takes place at such restaurant
facility. The training center has been established to accommodate a two-week
training program for our franchisees. Our training program consists of training
the franchisees with regard to daily restaurant operations, restaurant
management, restaurant systems and control, advertising and promotion, and all
other necessary procedures to be compliant with Ragin' Ribs operating standards.

         At the end of December 2003, Franchise Corp. entered into a ten year
restaurant franchise agreement with an unrelated third party for a restaurant
facility in the North Hillsborough territory, near Tampa, Florida, which opened
in December 2003. Such restaurant franchise agreement was entered into in
connection with an exclusive territory license agreement entered into by and
between Franchise Corp. and such franchisee in early December 2003 which,
generally, provides that such franchisee has the right and obligation to develop
five restaurants within a 2-1/2 year period within the geographic area described
above. The territory license agreement calls for a territory license fee to be
paid of $100,000, $70,000 upon the execution date of such agreement and $30,000
upon execution of the franchise agreement for restaurant number one, which
territory license fee has been paid in full. Such franchisee also paid a
franchise fee of $25,000 and is to pay a royalty fee in the amount of 4% of the
subject restaurant's gross sales per week, as well as a 1% of such restaurant's
gross sales per week to a national advertising fund.

         We continue to have discussions with prospective area developers,
territory operators and franchisees. We are materially dependent upon our
relationships with our current area developers, territory operator and
franchisee.

                                       10
<PAGE>

         We have incurred losses to date from our food service and franchise
operations, and cannot assure when, if ever, revenues and cash flow from
operations will allow us to be self-sustaining.

Business Concept
----------------

         Our business concept principally entails the franchising of our fast
casual restaurant model which offers nutritious, quality and reasonably priced
home meal replacement for home delivery as well as take-out and dine-in, and
selling our proprietary food products through a franchise system and traditional
distribution network.

         Our "fast casual" concept is designed to serve the changing lifestyles
of the public generally which in turn are affecting food service demands. We
meet the demands of consumers with hectic lifestyles who are requiring higher
quality, freshly prepared "just in time" meals delivered when and where they
want it.

         During the 1990's, Boston Market was a principal participant in meeting
these evolving market trends by introducing the "whole meal replacement," where
high quality and higher priced prepared food was provided to consumers to be
enjoyed at home without cooking. However, the consumer still had to drive to the
restaurant to pick up these meals, and today, still has to frequently drive to
those restaurant facilities which offer "whole meal replacement." Our concept
entails not only providing a fresh whole meal, but delivering the whole meal
directly to the consumer.

         Our entire menu has been designed for delivery (for example, there are
no fried foods as fried food products do not hold their freshness and warmth),
and provides the convenience associated with fast food together with the quality
of more upscale dining. Our menu includes three styles of ribs, discussed below
and also features roast chicken marinated in citrus juices, steak, burgers,
wings, salads and side items such as smashed potatoes, roasted potatoes, green
beans, collard greens and applesauce (all our own special recipes). Our ribs,
which are our feature item, are quality prime baby-backs with our own secret
signature sauce. We also offer St. Louis style pork ribs, beef ribs and a
special creation called "rib-its", which is rib meat served on a sandwich bun.

         We currently plan only a limited number of Company owned/operated
restaurants. Our primary focus is to provide professional franchise systems
management to entrepreneurs who will own and operate Company franchises. Our
franchising strategy is to sell multiple restaurant territories to successful
multi-unit operators. There are currently two levels of franchises - Area
Developers and Territory Operators, which are further discussed below under the
heading "Franchise System Management."

                                       11
<PAGE>

Store Model
-----------

         We plan the majority of our sales and our franchisees sales to be in
connection with delivery and take-out, with minimal reliance on a dining room,
and therefore, do not believe that the location of a restaurant is necessarily
critical to our success. Our franchisees are required to locate and lease their
restaurant facilities, subject to our approval. Facilities are generally
expected to be small take- out style restaurant locations with limited dining
room space enabling our franchisees and us to deliver or provide take-out
service with high quality food and low overhead cost. We believe that this will
allow our franchisees and us to select locations on a lease basis offering a
lower rent than other high traffic, prime locations. We also encourage the
location of properties which were previously leased as restaurants and have
basic infrastructure, such as walk-in coolers/freezers and hoods, in place to
keep initial start up costs low.

         Each restaurant is expected to employ an average of fifteen employees,
many of whom will work part-time. The management staff of a typical restaurant
will generally include a restaurant manager and possibly an assistant manager,
depending upon sales volume.

Proprietary Products
--------------------

         We have developed certain proprietary products which are used in our
business. We believe, although no assurances can be given, that certain of these
products may lend themselves to distribution and sales through traditional
wholesale and retail channels, including traditional retail chains such as
grocery stores and specialty gourmet stores. We may also seek to develop our own
e-commerce site for the purpose of selling certain of our proprietary products.
We currently market our proprietary products through in-store sales and home
delivery.

         Currently, the Company has the following proprietary products:

         o        Various sizes of Honey Glazed Sauce, Spicy Herb Sauce,
                  Rotisserie Chicken Marinade, Country French Salad Dressing,
                  and Rib Rub Spices. The sizes range from 5 ounce bottles to 5
                  gallon buckets. The larger sizes are to be sold to the
                  Company's franchises.

         o        Pre-packaged, cryovac, and frozen fully-cooked honey-glazed
                  Ribs, fully-cooked Chicken with a choice of citrus marinade,
                  bourbon, or honey-glazed seasoning, and honey-glazed Pork.
                  These products will be sold directly to consumers or directly
                  by franchisees.

         While we do not have any patent protection relating to such products,
and do not intend to seek patent protection, we do enter into confidentiality
agreements with the manufacturers of such products. Our franchisees are also
subject to confidentiality provisions. We may in the future develop additional
proprietary products.

Suppliers
---------

         We and our current franchisee presently negotiate directly with local
and national suppliers for the purchase of food and beverage products on an
as-needed basis, and we expect our franchisees to continue this practice. All
discounts we may negotiate with suppliers are also offered to our franchisees.
Any supplier rebates will be contributed to the national advertising fund. Our
franchisees may elect to use alternative suppliers as long as the products
provided by such suppliers comply with the Company's standards.

                                       12
<PAGE>

         We currently rely upon one master purveyor, U.S. Food Service, to
supply us with approximately 50% of our food requirements. We regularly seek
quotes from other purveyors to ensure that we are receiving competitive pricing.
There are numerous master and other purveyors and accordingly, we believe that
we can readily secure one or more alternative purveyors should we so desire for
any reason.

         We currently have our products packaged by third party processors on a
per order basis.

Growth Strategy

         We presently plan to develop a vertically and horizontally integrated
food company with initial emphasis on franchising our fast-casual restaurant
offering whole-meal replacement and home delivery and sale of our proprietary
food products through traditional retail channels, including in- store and home
delivery of such products. Currently, our goal is to expand our franchise
operation so as to have an aggregate of approximately 100 franchisee restaurant
facilities under contract. We then plan to expand the channels of distribution
for our proprietary food products to possibly include the internet, television
shopping networks, wholesale and co-packing for other companies, as well as the
possible acquisition of one or more food manufacturers and their proprietary
food products for sale through the distribution channels discussed above.

         Franchise System Management
         ---------------------------

         Our growth strategy currently emphasizes the development of franchised
restaurants as a means of potentially accelerating our penetration into the
"fast casual" restaurant market. If successful, such strategy will allow us to
build a significant store base and establish consumer awareness, yet at the same
time reduce the total capital we would otherwise need to develop our concept. We
plan to provide professional franchise systems management to entrepreneurs who
may own and operate the Company's franchises and who have operational experience
and financial stability.

         Our franchising strategy is to sell multiple-restaurant territories to
qualified operators with prior multi-unit restaurant experience through
exclusive area and territory geographic regions. We do not plan to sell single
unit store franchises, but rather plan to develop a franchise base through
territory franchises. There are currently two levels of franchisees - Area
Developers and Territory Operators. The terms and conditions generally
applicable to such franchisees are discussed below:

         Area Developers are Company licensees who have the financial and
operational capabilities to sell and service Territory Operators within an
exclusive large geographic area. The Area Developer acquires an exclusive right
for a pre-determined development fee based on the number of potential Territory
Operators in their exclusive area.

                                       13
<PAGE>

         Area Developers are required to sign an area development agreement
which includes, among various rights and obligations, a performance schedule.
Area Developers risk losing their exclusivity in the event they do not meet
their performance schedule. The Company shares 50% of the Territory fees and
royalties with the Area Developer. It is anticipated that the Area Developer
will pay to the Company an exclusive fee for an area (generally an average of
$300,000 per state) and will be responsible for selling and servicing Territory
Franchisees within their exclusive area.

         Territory Operators acquire an exclusive geographic territory that can
support a minimum of five (5) restaurants. It is anticipated that the Territory
Operator will pay a territory fee for the exclusive geographic rights (generally
$20,000 for each store) and be obligated to open and operate those five
restaurants pursuant to a development schedule following execution of the
Territory Agreement. Each time a restaurant is opened, the Territory Operator is
required to sign a Unit Franchise Agreement for that restaurant together with a
$25,000 franchise fee each time a store is approved for development and opening.
The Unit Franchise Agreement sets forth the operating obligations of the
franchisee including the payment of royalties and the contribution to a national
advertising fund.

         The Company plans to operate a minimal number of company owned/operated
restaurants for the purpose of product development, franchisee training, and
selling franchises.

         Services Generally Provided by the Company to Franchisees
         ---------------------------------------------------------

         Our franchise agreements generally state that the following services
will be provided by the Company to a franchisee:

         o   Full set of manuals including franchisee start-up, operating,
             marketing, employee, and standards of compliance

         o   Recipes and menus

         o   Rights to use trademarks and systems

         o   Management training in the Company's training center

         o   Site selection assistance and approval

         o   Decor and equipment assistance

         o   Store opening assistance

         o   Centralized purchasing and national supplies, such as Coca Cola

         o   Advertising and promotional assistance

         o   National advertising fund

         o   Product development

         o   Standards compliance

         Such agreement requires a franchisee to comply with various systems
standards delineated within such agreement, including but not limited to,
obtaining specified insurance coverage and providing for the Company as an
additional named insured.

                                       14
<PAGE>

Other Products
--------------

         Hypo-Pro
         --------

         The Hypo-Pro, our health field related product, is a device designed to
dispose of contaminated hypodermic syringes after patient use. The device
reduces, in an enclosed environment, the entire instrument to small,
decontaminated particles which can be disposed of as conventional trash. This
approach significantly reduces physical hazards to health care personnel after
injections or draws, reduces bacterial growth within and around collection boxes
and aerolization of infectious agents, limits risks of injury or infection to
waste-handling personnel, cuts costs of disposal, including collection,
handling, paperwork and specialized transport as well as limits potential
cross-contamination with the hospital, office and environment due to handling
and moving of contaminated waste.

         Although aware of safety protocols when dealing with contagious
infectious illnesses, medical personnel are still subjected to thousands of
penetrations with intrusive instruments each year with serious consequences,
including life-threatening conditions, and the substantial cost of ongoing
treatment and testing for their employment facility. Despite stringent
regulations by Occupational Safety & Health Administration ("OSHA"), the Joint
Commission on Accreditation of Healthcare Organizations ("JCAHO"), and others,
problems persist because used contaminants are not destroyed, sterilized, or
decontaminated, but merely covered and stored, leaving the physical and
biological hazards undiminished during storage, collection and transport to a
licensed incinerator, usually off-site. The Hypo-Pro is planned to prevent
injury from contaminated needles and destroy biological hazards at the site of
use.

         We currently have five prototypes of such device in our possession. We
previously tested such device in the first quarter of 2002 in a hospital and a
fertility clinic in South Florida in response to a suggestion by FDA personnel
in an August 2001 meeting with P.D.C. that they would be interested in seeing
the results of such device being tested in medical facilities for approximately
two weeks. The comments that were received from the hospital were generally
favorable, but also stated a desire that the disposal process be faster. The
comments that were received from the fertility clinic were generally
constructive, noting that an odor was detected during the disposal process and
also reflecting a desire that such process be faster.

         We have currently determined to defer any decision as to whether or not
we will pursue efforts to gain FDA approval for the Hypo-Pro, or to undertake
any other development, sales and marketing efforts concerning such product until
the fourth quarter of 2004. No assurances are given that we will continue such
efforts for regulatory approval or commercialization of the Hypo-Pro. Factors
that management plans to consider include, among others, the estimated cost for
additional testing and possible reconfiguration of such product, costs
associated with seeking and possibly obtaining FDA approval, costs associated
with the commercialization of such product, and the prospective market demand
and competitive position of such product within the health care industry.

                                       15
<PAGE>

         As a result of the need to reconfigure and retest certain components of
the device in response to prior meetings and discussions with the FDA and OSHA
regulatory agency personnel, and financing constraints experienced
post-September 11, 2001 through December 31, 2003, our time schedule to seek and
obtain FDA approval and to bring this product to market was delayed. Due to
prior severe liquidity constraints, we were unable to proceed with further
laboratory testing.

         At the end of May 2002, Underwriters Laboratories, Inc. classified the
Hypo-Pro as having met certain safety requirements, and is therefore free from
reasonably foreseeable risk of fire, electric shock and related hazards.

         The U.S. Patent and Trademark Office advised in the latter half of 2003
that it rejected virtually all of the claims that were proferred in support of
the Hypo-Pro potentially receiving patent protection. While the U.S. Patent and
Trademark Office advised that it would allow for one claim, as well as one
additional claim if certain revisions were made, counsel for the licensor of
such product, who was also our then President and a Director, advised that he
did not view the patent protection that would be afforded to such claims as
meaningful. Accordingly, no further patent protection efforts were undertaken by
the licensor of such product.

         We currently believe that we will require substantial funds for
laboratory testing, commencement of the FDA approval process and for working
capital and general corporate purposes relating to such product, should we
decide to proceed with such product's development. We have no formal or informal
agreements, arrangements or understandings with any third parties for such
funding. No assurances are given that we will secure such necessary funding from
any third parties, or that such funding will otherwise be available from
operations should we determine to pursue the further development of this product

         FDA Application and Approval Process
         ------------------------------------

         The FDA has regulatory authority over the testing, manufacturing, and
sale of the Hypo-Pro in the United States. Pursuant to the Federal Food, Drug
and Cosmetic Act (FD&C Act"), the FDA classifies medical devices intended for
human use into three classes: Class I, Class II, and Class III.

         In general, Class I devices are products for which the FDA can
determine that the safety and effectiveness can be reasonably assured by general
controls under the FD&C Act relating to such matters as adulteration,
misbranding, registration, notification, records and reports, and "Quality
Systems Regulations ("QSRs") (formerly the Good Manufacturing Practices (GMP)
regulations).

         Class II devices are products for which the FDA determines that these
general controls are insufficient to provide reasonable assurance of safety and
effectiveness, and that require special controls such as the promulgation of
performance standards, post-market surveillance, patient registries, or such
other actions as the FDA deems necessary.

         Class III devices are devices for which the FDA has insufficient
information to conclude that either general controls or special controls would
be sufficient to assure safety and effectiveness, and which are life-supporting,
life-sustaining, of substantial importance in preventing impairment of human
health (e.g., a diagnostic device to detect a life-threatening illness), or
present a potential unreasonable risk of illness or injury due to, for example,
noxious or toxic fumes emissions.

                                       16
<PAGE>

         A medical device is ultimately classified by the FDA as either a Class
1, Class II or Class III device. Class I devices are subject to general controls
which are applicable to all devices. Such controls include regulations regarding
FDA inspection of facilities, QSR's, labeling, maintenance of records, and
filings with the FDA. Class II devices must meet general performance standards
established by the FDA before they can be marketed and must adhere to such
standards once on the market. Class III devices require individual pre-market
approval by the FDA before they can be marketed, which can involve extensive
tests to prove safety and efficacy of the device.

         The FD&C Act further provides that, unless exempted by regulation,
medical devices may not be commercially distributed in the United States unless
they have been approved or cleared by the FDA. There are two review procedures
by which medical devices can receive such approval or clearance. Some devices
may qualify for clearance under a Section 5-10(k) procedure, which we believe
based upon informal discussions previously had with FDA personnel, is applicable
to the Hypo-Pro. The other review procedure, which we do not believe applies to
the Hypo-Pro, is an application to the FDA for pre-marketing approval ("PMA")
before marketing can begin. PMA applications must demonstrate, among other
matters, that the medical device is safe and effective. A PMA application is
typically a complex submission, usually including the results of clinical
studies, and preparing an application is a detailed and time-consuming process.

         Each manufacturer of medical devices is required to register with the
FDA and also to file a "5-10(k) Notification" (the "Notification") before
initially marketing a new device intended for human use. The manufacturer may
not market such new device until 90 days following the filing of such
Notification unless the FDA permits an early marketing date. The FDA, prior to
the expiration of the 90-day period, may notify the manufacturer that it objects
to the marketing of the proposed device and thereby may delay or preclude the
manufacturer's ability to market that device. The FDA may also require further
data from, or testing by, the manufacturer.

         Any products manufactured or distributed by or for P.D.C. pursuant to
FDA approval will be subject to continuing regulation by the FDA. The FD&C Act
also requires that medical device products be manufactured in a establishment
registered with the FDA which, prior to marketing approval being given by the
FDA for such products, will be subject to FDA inspection in accordance with QSR.
Labeling, advertising and promotional activities, if undertaken, will be subject
to scrutiny by the FDA and, in certain instances, by the Federal Trade
Commission.

         The export of medical devices is also subject to regulation in certain
instances. In addition, the marketing and use of medical devices may be
regulated by various state agencies.

                                       17
<PAGE>

         The Mandatory Device Reporting ("MDR") regulation will obligate us to
provide information to the FDA on injuries alleged to have been associated with
the use of a product or certain product failures that could cause injury. If due
to FDA inspections, MDR reports or other information, the FDA believes there is
non-compliance with applicable law, the FDA can institute proceedings to detain
or seize products, enjoin future violations, or assess civil and/or criminal
penalties against a medical device company, its officers and/or employees. Any
such action could disrupt operations as to such product for an undetermined time
and have a material adverse effect upon business relating to such product.

         In addition to the foregoing, should we seek to manufacture the
Hypo-Pro ourselves, which we do not presently intend to do, we will be subject
to numerous federal, state and local laws relating to such matters as safe
working conditions, manufacturing practices, environmental protection and fire
hazard control. In such event, there can be no assurance that we will not be
required to incur significant costs to comply with such laws and regulations and
that such compliance will not have a material adverse effect upon our ability to
conduct business as to such product.

         The Company through prior management had discussions and a meeting in
August 2001 with FDA personnel to explain the Hypo-Pro product, and request
assistance in classifying the Hypo-Pro device and outline the preparatory
documentation needed to be submitted prior to product submission. We have filed
Forms 2891(Initial Registration of Device Establishment) and 2892 (Device
Listing), registering both P.D.C. and the Hypo-Pro in the FDA system. Additional
informal comments received from the FDA after August 2001 indicated that the
device, while then currently considered a Class III product, may be reclassified
as a Class II product depending upon the results of testing by an independent
laboratory concerning noxious and/or toxic fumes emissions.

         In January 2001, P.D.C. entered into a Medical Device Prototype
Manufacturing Agreement with Biopass Medical Systems ("Biopass") located in
Parkland, Florida to provide the final design, five prototypes, manual and
operating instruction for the Hypo-Pro. The initial prototypes were completed
and delivered to the Company together with user manual documentation.

         The Company completed its contractual payment obligations to Biopass
for work performed and may engage Biopass on an hourly basis as may be needed
post-additional laboratory testing, if ever undertaken, for updating user
manuals and for purposes of assistance concerning other possible regulatory
submissions.

         In March 2001, we entered into a twelve month consulting agreement with
Devices & Diagnostic Consulting Group, Inc., a medical devices consulting firm
located in Rockville, Maryland. Pursuant to their engagement, such firm:

         - Provided guidance for, and assisted with, preparation of regulatory
           documents for submission to the FDA and foreign health agencies.

         - Assisted in the design, conduct, analysis, and reporting of results
           from medical device clinical studies.

         - Communicated with the FDA and foreign regulatory agencies and
           governments.

         - Assisted in securing international product registrations.

         - Assisted in the development and maintenance of a domestic and
           internationally compliant quality system.

         - Provided appropriate referral of individuals deemed beneficial to
           meet the above objectives.

         - Was available for consultation with our employees.

                                       18
<PAGE>

         Such firm continues to be available to provide these services on an as
needed hourly basis and we may utilize such firm for one or more of the purposes
above if we determine to further proceed with the Hypo-Pro.

OSHA Regulations
----------------

         In January 1992, OSHA issued comprehensive federal regulations aimed at
establishing new protective standards to minimize occupational exposure to
various blood borne pathogens such as Hepatitis and the HIV virus associated
with AIDS. OSHA determined, after a study of the need for such regulations, that
employees face a significant health risk as a result of occupational exposure to
blood and other potentially infectious materials and concluded that this
exposure can be minimized or eliminated using a combination of work practice
controls, personal protective clothing and equipment, training, and medical
surveillance.

         OSHA continues to stress the need for zero tolerance of hospital
infectious disease controls, including the handling of contaminated syringes and
other small contaminants, that remain in the hospital and clinic environment
after use on a patient. OSHA estimates that 5.6 million workers in the
healthcare industry and related occupations are at risk of occupational exposure
to bloodborne pathogens. According to the NIOSH Alert in March 1999, it is
estimated that 600,000 to 800,000 needle stick injuries and other percutaneous
injuries occur annually among healthcare workers. Studies show that nurses
sustain the majority of these injuries and that as many as one-third of injuries
relating to sharps (the term generally applied to various devices that collect
contaminated syringes and other contaminants) usage have been reported to be
related to the disposal process. The Center for Disease Control estimates that
62% to 88% of sharps' injuries can potentially be prevented by the use of safer
medical devices. Needle stick injuries and other sharp-related injuries that
result in occupational bloodborne pathogen exposure continue to be an important
public health concern.

         In response to this situation, Congress passed the Needlestick Safety
and Prevention Act, which became law on November 6, 2000. To meet the
requirements of this Act, OSHA has revised its Bloodborne Pathogens Standard (29
CFR 1910.1030), effective April 18, 2001. Such standard applies to all employers
with reasonably anticipated occupational exposure to blood or other potentially
infectious materials. Some of the new and clarified provisions in the Standard
apply only to healthcare activities, but some of the provisions apply to
non-healthcare as well as healthcare activities. The main provisions include:

                                       19
<PAGE>

         - an expanded definition of "engineering controls" in the standard, to
           include devices with engineered sharps-injury protection, meaning
           devices with built-in safety features or mechanisms. The previous
           standard only listed sharps disposal containers and self-sheathing
           needles as examples of devices that removed the bloodborne pathogens
           hazard from the workplace.

         - A requirement that healthcare facilities create written
           exposure-control plans that reflect changes in technology that reduce
           exposure to bloodborne pathogens. Facilities must document the
           consideration and use (at least annually) of devices designed to
           minimize exposure.

         - A requirement that each facility maintain a sharps-injury log with
           detailed information on percutaneous injuries. This includes the
           department where the injury occurred, the type and brand of device
           involved, and an explanation of how it happened.

         - The participation of non-managerial healthcare workers in the
           identification, evaluation, and selection of safety-engineered sharps
           devices and other safety controls. Facilities must document this
           involvement in the exposure-control plan.

         While federal OSHA standards do not apply to public sector employees,
there are approximately 26 states with their own OSHA-approved occupational
safety and health plans which must now adopt a comparable standard or amend
their existing standard if it is not at least as effective as the federal
standard in the public sector.

         Generally, in order for equipment to be viewed by OSHA as
decontamination equipment, such equipment must be puncture resistant, leak
proof, closable and may have to be identified as biohazardous depending upon
whether noxious or toxic fumes are emitted.

         The term "decontamination" is defined by OSHA in its regulations to
mean the removal of hazardous substances from employees and their equipment to
the extent necessary to preclude the occurrence of foreseeable adverse health
effects.

                                       20
<PAGE>

         In September 2001, P.D.C. personnel met with OSHA representatives in
Atlanta, Georgia at which time the Hypo-Pro was demonstrated. Such meeting had
been arranged for the purpose of the FDA having OSHA as a reviewing agency
determine compliance of P.D.C.'s Hypo-Pro with OSHA's Bloodborne Pathogen
Standard and other safety regulations related to sharps containers. The OSHA
representatives at such meeting made a number of recommendations relating to
safety factors dealing, generally, with visibility, labeling and handling
factors which the Company addressed by making appropriate modifications as
suggested by OSHA, the FDA and UL. P.D.C. was further advised at such meeting
that if laboratory testing confirmed the process contaminant as decontaminated
and the bloodborne hazard removed then, per OSHA's definition of
"decontaminant," the processed product would no longer be a hazardous material.
It was confirmed at such meeting by such OSHA personnel that P.D.C.'s Hypo-Pro
meets OSHA's regulations on bloodborne pathogens (29 CFR 1910.1030) and that
P.D.C. may represent such finding in its 5-10(k) application if and when made to
the FDA.

         Construction Levels
         -------------------

         In addition to our Hypo-Pro, we also previously developed, manufactured
and inventoried various types of construction levels. We previously determined
in the latter half of 2002 not to engage in the further manufacturing of these
products due to our severe liquidity constraints. While efforts were undertaken
from time to time to sell such products to national distributors and others, we
were unsuccessful in such efforts due to lack of sufficient funds for marketing
and a general lack of interest for such products. Our construction level
inventory was previously seized by a former real estate lessor from whom we
leased our office and plant facilities for failure to pay rent. Pursuant to a
recently executed settlement agreement, such construction levels were returned
to us. However, we have determined not to engage in any further sales efforts of
such levels due to defects in such products.

Intellectual Property Protection
--------------------------------

         We plan to rely on a combination of trade secret and trademark laws to
protect our products and services. Our territory license agreements and
franchise agreements contain both confidentiality and non-compete provisions. We
also enter into confidentiality agreements with those food manufacturers who
manufacture our proprietary products. These measures will afford limited
protection, and there can be no assurances given that the steps taken by the
Company to protect these proprietary rights will be adequate to prevent
misappropriation of its technology by others.

         We have filed trademark applications for the name "Ragin' Ribs" and the
RRI logo (which includes a stylized "G" within the "Ragin' Ribs" name) with the
U.S. Patent and Trademark Office. We have also filed a trademark/design
application for the name "Ragin' Ribs" in Canada.

         No assurances are given that third parties will not otherwise assert
patent or trademark infringement and/or other claims against us in the future.
The initiation and defense of such claims is expensive and time-consuming with
no assurances given of our success.

         See discussion above under "ITEM 1. DESCRIPTION OF BUSINESS - Other
Products - Hypo-Pro"concerning the Hypo-Pro and the current lack of patent
protection for such product.

Research and Development
------------------------

         We do not currently plan to engage in any significant research and
development activities concerning our food products and services.

         Due to our liquidity constraints during our last fiscal year, we did
not have any expenditures for research and development. Materials, research and
development and tooling costs for the year ended December 31, 2002 were $73,329.

                                       21
<PAGE>

         Should we determine to proceed with FDA approval for the Hypo-Pro and
the commercialization of such product, we anticipate that our research and
development activities, if any, will focus primarily on product enhancement and
additional versions of the Hypo-Pro.

Government Regulation
---------------------

         Each of our and our franchisees' restaurant facilities is and will be
subject to licensing and regulation by various state and local health,
sanitation, safety, fire and other agencies/departments. Difficulties or
failures in obtaining any required licensing or approval could result in delays
or cancellations in the opening of new restaurants.

         Our current and planned operations subject us to various federal, state
and local environmental laws governing, among other things, emissions to the
air, discharge to waters and the generation, handling, storage, transportation,
treatment, and disposal of hazardous and non- hazardous substances and wastes.
We are not currently aware of any requirements with respect to environmental
quality which are expected to have a material effect on our current or planned
business and operations.

         Our operations are also subject to the Fair Labor Standards Act and
various state laws governing such matters as minimum wages, overtime and other
working conditions. A significant number of our franchisees' employees will be
paid at rates related to the federal and state minimum wage and increases in the
minimum wage, if any, will increase their labor costs.

         We are subject as well to certain guidelines under the Americans with
Disabilities Act of 1990 ("ADA"), and various state codes and regulations which
require restaurants to provide full and equal access to persons with physical
disabilities. We do not believe that compliance with the ADA and such state
codes and regulations will materially increase our or our franchisees' capital
expenditure or operating costs due to our readily adoptable store model.

         We are also subject to Federal Trade Commission ("FTC") regulation and
applicable state laws which regulate the offer and sale of franchises. We are
also subject to state laws which regulate substantive aspects of the franchisor
- franchisee relationship. The FTC's trade regulation rule on franchising
requires us to furnish to prospective franchisees a franchise offering circular
containing information prescribed by this rule.

                                       22
<PAGE>

         State laws which regulate the offer and sale of franchises and the
franchisor - franchisee relationship presently exist in a substantial number of
states. Such laws generally require registration of the franchise offering with
state authorities and regulate the franchise relationship by, for example,
requiring the franchisor to deal with its franchisees in good faith, prohibiting
interference with the right of free association among franchisees, limiting the
imposition of standards of performance on a franchisee and regulating
discrimination against franchisees in charges, royalties or fees. Although such
laws may restrict a franchisor in the termination of a franchise agreement by,
for example, requiring "good cause" to exist as a basis for the termination,
advance notice to the franchisee of the termination, an opportunity to cure a
default and a repurchase of inventory or other compensation, these provisions
are not expected to have a significant effect on our franchise operations. We
are not aware of any pending franchise legislation which in our view is likely
to significantly affect the operations of the Company.

         As to government regulation concerning the Hypo-Pro, see headings above
entitled "FDA Application and Approval Process" and "OSHA Regulations."

Competition
-----------

         We believe our "fast casual" home meal replacement concept in which we
offer personal home delivery of fresh, nutritious, delicious, high quality whole
meals to the consumer, as well as take-out and dine-in facilities, if desired,
to be unique. Competitors within the home meal replacement delivery segment of
the industry currently include local and chain pizza and Chinese food
establishments. However, such establishments do not offer the variety or type of
products, high quality and personal delivery of a whole complete meal similar to
our products and services offering. Other types of delivery services enter into
agreements with restaurants to deliver their menu offerings; however, such
courier type services generally have no expertise in maintaining quality and
customer service, and charge varying rates depending on lunch or dinner ranging
from approximately $2.00 to $8.00 or a flat percentage fee based on the total
bill per delivery for their service. We currently charge $1.00 for delivery, and
deliver our food product offering with a three to five mile radius.

         We will also compete with fast-food service operations, other home meal
replacement outlets and causal sit-down restaurants. The restaurant industry,
particularly the fast food segment with which the Company will compete, is
highly competitive with respect to price, service, food quality and location.
There are numerous well-established competitors possessing substantially greater
financial, marketing, personnel and other resources than the Company. Many of
our competitors have achieved significant national, regional and local brand
name and product recognition and engage in extensive advertising and promotional
programs, both generally and in response to efforts by additional competitors to
enter new markets or introduce new products.

         In addition, the fast food industry is characterized by the frequent
introduction of new products, accompanied by substantial promotional campaigns.
During the past few years, numerous companies in the fast food industry have
introduced products designed to capitalize on the growing consumer preference
for fast food products which are, or are perceived to be, healthy, nutritious,
and low in calories and fat content. While we believe that our being one of the
first to offer "home meal replacement delivered to your door" may offer some
competitive advantage, there is no guarantee that competitors having
substantially greater financial and other resources and capabilities than the
Company may view such concept as attractive and quickly commit more of their
financial and marketing resources to such concept.

                                       23
<PAGE>

         We also expect to compete for potential franchisees that are interested
in purchasing a restaurant franchise. While we are not aware of a national
franchise chain currently specializing in the fast casual "rib" market sector,
we expect that competition will intensify. As franchising our operations
constitutes a key element of our business plan, our inability for whatever
reason(s) to attract potential franchisees to purchase franchises could have a
material adverse impact on our business.

         To the extent we pursue efforts to gain FDA approval for the Hypo-Pro
and to commercialize such product, we will face competition as the hospital
supply and medical products sectors of the healthcare industry in which the
Hypo-Pro may be introduced, if at all, are intensely competitive. Many
participants in the medical products industry have far greater financial,
manufacturing, marketing and sales resources, and more established market
recognition in both the domestic and international markets than P.D.C. Our
inability to secure any meaningful patent protection for the Hypo-Pro may also
negatively impact our ability to compete. As such, no assurances are given that
we will successfully compete should we pursue the further development of such
product.

Marketing
---------

         Our marketing strategy is to create brand awareness and to
differentiate ourselves from competitors.

          We plan to create and sustain brand awareness by marketing our
restaurants through community advertising in local newspapers, magazines, radio
spots, promotions and sponsorship programs targeted to each restaurant's local
market.

         We differentiate ourselves from our competition by stressing our "fast
causal" home meal replacement and personal home delivery service of fresh,
nutritious, delicious, high quality whole meals to the consumer, as well as the
availability of take-out and dine-in facilities, if desired.

         We market our franchises through: (i) traditional advertising in trade
journals; (ii) trade show; (iii) business and franchise brokers; and (iv) word
of mouth.

         We have established a national advertising fund pursuant to which each
franchisee restaurant pays or is expected to pay, one percent (1%) of their
sales to such fund for the development of marketing programs. Additionally, each
approved national supplier to the franchise system will generally be required to
pay a small fee based upon the percentage of products purchased by the Company's
franchisees to the national advertising fund. The national advertising fund is
currently managed by the Company, but is to be managed by the franchisees at a
to-be-determined later point in time. Such fund does not comprise a portion of
the Company's assets and is maintained in a segregated bank account.

         We currently market our proprietary products through in-store sales and
home delivery. At such time as when we may realize our franchise goals as
discussed above under the heading "Growth Strategy," we plan to market our
proprietary products through other distribution channels as well, including
through the Internet and direct sales to specialty retail chain stores.

                                       24
<PAGE>

         We have not yet determined a marketing strategy for the Hypo-Pro as we
have deferred any decision as to whether or not we will pursue efforts to gain
FDA approval for the Hypo-Pro, or to undertake any other development, sales and
marketing efforts concerning such product until the fourth quarter of 2004.

Insurance
---------

         We do not currently have general liability umbrella insurance, business
interruption insurance or key man or director and officer insurance, but plan to
seek and obtain such insurance when and as working capital may permit, in
management's determination, in such amounts as management deems adequate.

         We provide workers compensation and health insurance through a
professional employer organization.

         A general liability umbrella insurance policy is in effect for our
Company operated restaurant facility in Tampa, Florida with such coverage
amounts as management deems adequate.

         We have not yet considered the product liability and other insurance
requirements which may be applicable to the Hypo-Pro, but plan to do so if we
proceed with the commercialization of such product.

Seasonality
-----------

         Generally, we do not believe our food service and franchise operations
are subject to seasonality. In periods of inclement weather, we believe, but
cannot assure, that sales may be subject to increase as we believe consumers may
particularly desire the convenience of our home meal replacement delivery
service.

Employees
---------

         As of December 31, 2003 we employed a total of two full-time employees,
including our then Chief Executive Officer, Mr. Michael Hiler, and our then
President, Ms. Sandra Sowers.

         We currently employ a total of six employees, including our Chief
Executive Officer, James Cheatham, our President, Paul Smith, and our Chief
Financial Officer, Jay Ostrow, at our headquarters. Our other employees include
a purchasing manager, controller and administrative assistant. We currently
anticipate that we will need to engage additional sales and support personnel
over approximately the next twelve months as our franchise operations may
further develop. We believe that our relations with our employees are good. None
of our employees are represented by a labor union.

                                       25
<PAGE>

         We currently engage two consultants, one of which consults with us on
various business, financial and compliance matters, and the other which provides
us with financial public relations services (see "ITEM 12. - CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS"). We may engage additional consultants
from time to time in the future for various matters, and compensate such
consultants for their services with either cash and/or Company securities.

Factors That May Effect Future Operating Results
------------------------------------------------

         Limited Operating History; Losses
         ---------------------------------

         As to our food service and franchise operations, we have a limited
operating history and have incurred losses to date from such operations. We
presently have one Company owned/operated restaurant, one franchisee operated
restaurant and have executed two area development agreements and one territory
license agreement. Our food service and franchise operations currently operate
at a loss and we cannot assure if or when we will be profitable. While we
primarily intend to further develop and expand our franchise operations, no
assurances are given that we will successfully do so or that we will ever be or
remain profitable. Although management has experience in various segments of the
food industry, including fast food, casual dining, fine dining, franchising and
manufacturing of food products, such industry experience does not assure our
success. Our operations will be subject to all of the risks inherent in and the
uncertainties normally associated with the establishment of new restaurants and
development of a franchising system within an industry which is very
competitive.

         Prior to the Business Combination, we engaged principally in the
development of the Hypo- Pro. We did not have any sources of operating revenue
and incurred net operating losses since inception through December 31, 2003 of
$8,366,435. Such losses resulted principally from expenses relating to the
write-off or impairment of property, patent license agreement, inventory and
stock- based expenses for compensation and professional fees.

         Going Concern Considerations
         ----------------------------

         Our financial statements referred to in ITEM 7. of this Report and
appearing in ITEM 13. have been prepared on a going concern basis that
contemplates the realization of assets and the settlement of liabilities and
commitments in the normal course of business. Management recognizes that we must
generate capital and revenue to enable us to achieve profitable operations. We
are planning on obtaining additional equity and/or debt financing to meet
current and short term needs from one or more existing shareholders and/or
possibly other sources, although we have no firm commitments for such funds. The
realization of assets and satisfaction of liabilities in the normal course of
business is dependent upon us obtaining revenues and equity capital and
ultimately achieving profitable operations. However, no assurances can be given
that we will be successful in these activities. Should any of these events not
occur, our financial statements will be materially affected.

                                       26
<PAGE>

         Need for Additional Funding
         ---------------------------

         Our ability to continue operations and to meet our capital needs
depends on our continued ability to obtain funding from outside sources, as
working capital and current cash flow from operations is not adequate to sustain
operations. We currently estimate that we will require up to approximately
$750,000 (excluding any further Hypo-Pro development which will require
additional funding yet to be determined) to fund our daily operations for
approximately the next twelve months, which currently include further
integration activities relating to the Business Combination, franchise
development and related matters. We cannot presently assure as to when, if ever,
cash flow from operations will be adequate to sustain operations.

         If funds are raised by issuing equity securities, or securities or
instruments convertible into equity securities, further dilution to existing
stockholders will result, and future investors may be granted rights superior to
those of existing stockholders. There can be no assurance that financing will be
available when needed, or if available, on acceptable terms. We have no firm
commitments, arrangements or understandings for any financing at this time, but
plan to continue to seek and raise funds on a private placement basis, or
otherwise, from one or more outside funding sources. Insufficient funds will
require us to curtail our planned activities and operations to a level not yet
presently determinable, and further delay the development of the Hypo-Pro should
we determine to proceed with such product.

         We will be required to comply with applicable federal and state
securities laws in connection with the sale of Company securities. Various
states have their own particular securities law requirements. The State of
Florida, in which our corporate offices are located and in which we currently
conduct our principle operations, provides, that when private placement sales
are made to five or more persons in the state, such sales shall be voidable by
the purchaser either within three days after the first tender of consideration
is made by the purchaser to the issuer, an agent of the issuer, or an escrow
agent or within three days after the availability of that privilege is
communicated to the purchaser, whichever occurs later.

         We attempted during our last fiscal year to obtain needed funding for
the Hypo-Pro for the purposes described herein, but were not successful in such
efforts to secure any meaningful funding, and no assurances are given that we
will ever secure such funds. Our extremely limited operations during such period
were funded primarily by informal loans made by our then President, which
aggregated $243,872 at December 31, 2003 and through February 16, 2004, which
loans were unsecured, payable on demand and without interest.

         Our current articles of incorporation, as amended, contain a provision
granting shareholders preemptive rights. While we plan to undertake an amendment
to our articles of incorporation to delete such provision, until such time as an
amendment may be effected, such provision could adversely impact our ability to
obtain financing.

                                       27
<PAGE>

         Dependence on Market Acceptance
         -------------------------------

         The success of our food service and franchise business is dependent
upon, among other things, our ability to continue to satisfy the tastes and
dietary habits of consumers. Consumer tastes are subject to change and our
inability to anticipate or satisfy same could result in a reduced demand for the
Company's products and services, which in turn could have a material adverse
effect upon us and our operations.

         Dependence on Management
         ------------------------

         Our success is materially dependent upon the ability and continued
services of our executive officers, Messrs. James Cheatham, Chairman and Chief
Executive Officer; Paul Smith, President; and Jay Ostrow, Chief Financial
Officer. Messrs. Cheatham, Smith and Ostrow plan to continue to devote
substantially all of their time to the Company. We have entered into employment
agreements with Messrs. Cheatham and Smith and plan to enter into employment
agreements with certain other later retained key personnel on such terms and
conditions as may be deemed reasonable by the Company's Board of Directors.
However, there can be no assurances that the we will be able to retain the
services of any of such persons. We do not presently maintain key person
insurance policies with respect to any of our management, but intend to obtain
such insurance in such amounts as we deem reasonable when working capital may
permit in management's determination. Even if obtained, no assurances are given
that the amounts of any such insurance obtained will adequately compensate the
Company. The loss of management and/or key personnel could have a materially
adverse impact on the Company

         Control by Management
         ---------------------

         Management of the Company currently owns approximately 83% of the
Company's outstanding common stock. Since our shares do not have cumulative
voting rights, such persons are currently in a position to control the policies
and affairs of the Company.

         We Will Depend on Our Franchise Operations for Our Success
         ----------------------------------------------------------

         Our growth strategy with respect to our food service and franchise
business is to emphasize the development of franchised restaurants as a means of
accelerating our penetration into the marketplace by allowing us to build a
significant store base and establish consumer awareness. Our franchisees will,
therefore, play an integral part of our business. Our inability to attract
qualified franchisees and area developers to purchase and successfully develop
franchises, or our inability to negotiate and execute definitive franchising and
area development agreements could have a material adverse impact on our
business. We are materially dependent upon our relationships with our current
area developers, territory operator and franchisee.

         Our Financial Results Will be Affected by the Financial Results of Our
         ----------------------------------------------------------------------
Franchisees
-----------

         We plan to receive royalties from our franchisees. Accordingly, our
financial results are and will be related to the operational and financial
success of our franchisees. If sales trends or economic conditions deteriorate
for our franchisees, their financial healthy may negatively affect our financial
health. Franchisees may refuse to renew their franchise agreements, which may
result in decreased royalties, or could demand restructured franchise
agreements, which may also result in reduced franchise royalty rates in the
future.

                                       28
<PAGE>

         We Depend on Our Suppliers to Deliver Quality Food Products to us
         -----------------------------------------------------------------
Timely
------

         Our profitability is dependent on, among other things, our continued
ability to offer fresh, high-quality food at moderate prices. Currently, we rely
upon independent suppliers and distributors. We currently rely upon one master
purveyor to supply us with approximately 50% of our food requirements. We
regularly seek quotes from other purveyors to ensure that we are receiving
competitive pricing. There are numerous master and other purveyors and
accordingly, we believe that we can readily secure one or more alternative
purveyors should we so desire for any reason.

         Adverse Publicity Regarding Beef Could Negatively Impact our Business
         ---------------------------------------------------------------------

         Given the events regarding afflictions affecting livestock in various
parts of the world such as "mad cow" disease, it is possible that the production
and supply of beef could be negatively impacted. A reduction in the supply of
beef could have a material effect on the price at which it can be obtained.
There has been an increase in beef prices directly related to the ban on certain
Canadian beef resulting from mad cow disease. Such disease, as well as concerns
regarding hormones, steroids and antibiotics may cause consumers to reduce or
avoid consumption of beef. Our inability to procure beef at reasonable terms and
prices, or any reduction in consumption of beef by consumers could have a
material adverse effect on our financial condition and results of operations.

         Competition
         -----------

         The restaurant, food service and franchise industry is intensely
competitive. Many of our competitors within such industry, which include both
private and public companies, have far greater financial, marketing, sales and
other resources, and more established market recognition in both the domestic
and international markets than the Company. One or more of such competitors may
find the segment in which we operate to be attractive and utilize resources to
compete directly with us within such segment. We therefore cannot assure that we
will successfully compete, notwithstanding any successes we may experience in
obtaining any market penetration.

         The hospital supply and medical products sectors of the healthcare
industry in which the Hypo-Pro, if commercialized, will be introduced, is also
intensely competitive. Many prospective competitors within such sectors have far
greater capital, marketing and other resources than the Company. Additionally,
our inability to secure any meaningful patent protection for the Hypo-Pro may
also negatively impact our ability to compete. As such, no assurances are given
that we will successfully compete if we determine to further proceed with the
development of such product.

                                       29
<PAGE>

         We May Be Unable to Recover Increased Operating Costs Through Price
         -------------------------------------------------------------------
Increases
---------

         An economic downturn that decreases our customers' disposable incomes
would have a negative impact on our sales and profitability. In addition,
unfavorable macroeconomic trends or developments concerning factors such as
increased food, labor and employee benefit costs and availability of experienced
employees may also adversely affect our financial condition and results of
operations. We may be unable to increase prices to match increased costs without
further harming our sales. If we are unable to raise prices in order to recover
increased costs for food, fuel, utilities, wages, clothing and equipment, our
profitability will be negatively affected.

         We Face Commodity Price and Availability Risks
         ----------------------------------------------

         We purchase various commodities and agricultural products that are
subject to price volatility caused by weather, market conditions and other
factors that are not predictable or within our control. Increases in commodity
prices, such as has recently occurred with pork and beef prices, could result in
lower restaurant-level operating margins for our restaurant concept. This is
particularly true as to pork products which constitute approximately 58% of our
and our current franchisee's sales revenue. Occasionally, the availability of
certain commodities may be limited due to circumstances beyond our control. If
we are unable to obtain such commodities, we may be unable to offer related
products, which would have a negative impact on our profitability.

         Our Business May Be Impacted by Increased Insurance Costs
         ---------------------------------------------------------

         If we or our franchisees experience increase in workers' compensation
insurance, health insurance or general liability insurance, we or our
franchisees may be unable to pass such increases along to the consumer through
product price increases, resulting in decreased operating results.

         Compliance With Environmental Laws May Affect Our Financial Condition
         ---------------------------------------------------------------------

         We and our franchisees are subject to various federal, state and local
environmental laws. These laws govern discharges to air and water, as well as
handling and disposal practices for solid and hazardous wastes. These laws may
also impose liability for damages from and the costs of cleaning up sites of
spills, disposals or other releases of hazardous materials. We and our
franchisees may be responsible for environmental conditions or contamination
relating to restaurants and the land on which restaurants are located,
regardless of whether the restaurants are leased or owned and regardless of
whether such environmental conditions were created by us, our franchisees or by
a prior owner or tenant. The costs of any cleanup could be significant and have
a material adverse effect on our financial position and results of operations.

         Nature of Our Business Exposes Us to Potential Litigation
         ---------------------------------------------------------

         We interact daily with vendors, franchisees, customers, employees and
others. In the ordinary course of business, disputes may arise for a number of
reasons. We cannot be certain that we will prevail in every legal action brought
against us or that the amount of insurance, if any, that we may have relating to
such occurrence will be adequate to fund any successful claims against the
Company, which could materially adversely affect our business and operations.

                                       30
<PAGE>

         Economic Uncertainty
         --------------------

         The U.S. economy continues to reflect uncertainty, exacerbated by the
events of September 11 and recent subsequent events related to such attack,
including the Iraq conflict. We are currently unable to predict with any
certainty the impact, if any, such economic uncertainty may have on our current
and prospective food service and franchise operations, on our financial
condition or results of operations. While we believe, based upon recent limited
results from operations, that our food product and service offering may find
consumer support and appeal even in such troubled times, due to the quality,
price point and home delivery feature of our food products and services, we
cannot assure that we are correct in such belief due to such results only being
for a limited time period.

         During the fiscal year ended December 31, 2003 and currently, we have
found that traditional as well as other sources of financing are substantially
more difficult to access. If we continue to find this to be the case, and cannot
otherwise access capital as required or otherwise desired, our business and
operations will be severely negatively impacted even if demand for our products
may be present as working capital and current cash flow from operations is not
adequate to sustain operations.

         Possible Need for Additional Management and Other Personnel
         -----------------------------------------------------------

         In the event we are successful in expanding our franchise operation
over approximately the next twelve months, we will require additional
management, sales, marketing and support personnel. While we currently believe
due to the size of the restaurant industry that qualified personnel are, and
will be, available on terms favorable to the Company, no assurances are given
that we are correct in such belief. Our inability for whatever reason to retain
the services of such personnel could adversely affect our ability to effectively
manage and support our franchise operations and thereby adversely affect our
business and results of operation.

         Our Sales and Profits May Be Materially and Adversely Affected By Our
         ---------------------------------------------------------------------
Inability to Integrate Acquisitions Successfully
------------------------------------------------


         Our future results of operations and cash flow may depend in part upon
our ability to integrate acquisitions, if any, with food manufacturers and/or
food processors with our then current operations. If we are unable to achieve
the strategic operating objectives we anticipate from such acquisitions, we may
experience increased costs or decreased sales which would have a negative impact
on our results from operations. Strategic operating initiatives that we may be
unable to achieve include economies of scale in operations, cost reductions,
sales increases and marketing initiatives.

         Lack of Cash Dividends
         ----------------------

         We have not paid any cash dividends on our common stock and do not
intend to pay cash dividends on our common stock in the foreseeable future.

                                       31
<PAGE>

         Penny Stock Regulations and Restrictions
         ----------------------------------------

         The Commission has adopted regulations, which generally define penny
stocks to be an equity security that has a market price less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exemptions. At present, the market price of our common stock is substantially
less than $5.00 per share and therefore may be designated as a "penny stock"
pursuant to the rules under the Exchange Act. Such a designation requires any
broker or dealer selling such securities to disclose certain information
concerning the transaction, obtain a written agreement from the purchaser, and
determine that the purchaser is reasonably suitable to purchase such securities.
These rules may restrict the ability of broker/dealers to sell our common stock
and may affect the ability of investors to sell their shares. The issuance of
large amounts of common stock upon conversion, or otherwise, and the subsequent
sale of such shares may further depress the price of the common stock. In
addition, since each new issuance of common stock dilutes existing shareholders,
the issuance of substantial additional shares may further depress the price of
our common stock and may eventually cause a change of control of the Company.

         Possible Volatility of Stock Price
         ----------------------------------

         The price of our common stock has fluctuated substantially since it
began trading on the OTCBB and is likely to continue to do so. Factors such as
our continued liquidity constraints, market acceptance of our restaurants,
ability to attract qualified area developers, territory operators and
franchisees, to purchase franchises, our inability to negotiate and execute
definitive area development, territory license and franchisee agreements, our
success or lack of success in our efforts to secure needed equity and/or debt
financing, fluctuations in our operating results, the potential sale and sale of
our issued and outstanding restricted stock as it becomes eligible for sale
under Rule 144, and economic and market conditions, could have a significant
impact on the future price of our common stock. In addition, should we not be
able to continue to afford the expense of reporting under the Exchange Act, or
file required Exchange Act reports with the Commission on an untimely basis, our
common stock will shortly thereafter be delisted from the OTCBB. In such event,
our common stock may only be traded, if at all, in the OTC "Pink Sheets" which
frequently provides less liquidity and greater volatility for securities traded
on such market, larger spreads between bid and ask prices, and is typically less
followed by market participants.

ITEM 2.  DESCRIPTION OF PROPERTY

         Due to our then severe liquidity constraints, in approximately
mid-April, 2003, we relocated our corporate office to our then President's
residence located in Coral Springs, Florida. Such facility was provided to the
Company on a rent-free basis through approximately mid-February 2004. The value
of such services provided was nominal. Prior thereto, our corporate facility had
been located at 3838 NW 126th Avenue, Coral Springs, Florida 33065. Such
facility, which occupied approximately 2,000 square feet, was subject to a base
rent, excluding sales tax and other charges, of $1,700 per month, with an annual
cost of living adjustment over the term of the lease. The lease agreement for
such facility, dated October 14, 2002, was to expire in November 2004. The
landlord of such facility informally agreed to retain previously pre-paid first
and last month's rent as well as a security deposit equal to a month's rent, and
to allow the Company to vacate such premises without any further liability to
the Company. See also "ITEM 3. LEGAL PROCEEDINGS" below.

                                       32
<PAGE>

         In February 2004, we relocated our corporate office to 501 South Dakota
Avenue, Suite 1, Tampa, Florida 33606. Such facility, which occupies
approximately 4,500 square feet, is subject to an annual rental of $38,400 plus
applicable sales tax. The lease agreement for such facility, which is dated June
2, 2003, is to expire May 31, 2006, but provides an option to renew for an
additional five years. We currently believe that such office space will be
sufficient for our anticipated needs for the foreseeable future.

         In October 2003, Henderson One Group, Inc., a majority-owned subsidiary
of RRI, entered into a three year lease for the franchise located at 3636
Henderson Blvd., Tampa, Florida. Such facility, which occupies approximately
1,886 square feet, is subject to a monthly rental of $3,210. The lease agreement
for such facility is to expire on October 31, 2006, but provides an option to
renew the lease three times on the same terms and conditions with a 6% increase
in the rent at the beginning of each term.

ITEM 3.  LEGAL PROCEEDINGS

         L.A.W. Properties Coral Springs L.C. v. P.D.C. Innovative Industries,
Inc., Circuit Court of the 17th Judicial Circuit in and for Broward County, Case
No. 02-016659(09). A judgment was previously entered against the Company in the
amount of approximately $228,000 for the alleged balance due under the terms of
the lease agreement relating to its former leased facility located at 3701 NW
126th Avenue, Bay 5, Coral Springs, Florida 33065, including related litigation
costs. The landlord of such facility was in possession of our construction
levels, certain machinery, furniture and office equipment (the "Equipment'). On
March 11, 2004, we entered into a Settlement and Release Agreement which
provides, in pertinent part, that we shall pay to L.A.W. Properties Coral
Springs LC ("LAW") $25,000 on June 30, 2004 and LAW shall execute and file a
Satisfaction of Judgment and release all Equipment to us.

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

         During 2003, we were indebted to one of our vendors for services
performed in the approximate amount of $51,102. The balance was personally
guaranteed by our then President, Sandra Sowers; however, pursuant to an
indemnity and release agreement by and between Ms. Sowers and the Company,
executed on February 16, 2004, we agreed to indemnify and release Ms. Sowers
relating to such guarantee, among other matters. The balance has been demanded
in full by the vendor, however, no payments have been made through the date
hereof.
                      -------------------------------------

         Prior to its merger with the Company in July 2000, Sterile-Pro entered
into a subscription agreement with the purchasers of certain convertible
debentures who agreed to purchase $1,000,000 of the debentures at 90% of the
face amount. The debentures had become an obligation of the Company as a result
of the merger and were to mature on July 12, 2002.

                                       33
<PAGE>

         In July 2001, a lawsuit was filed by the holders of the debentures
alleging breach of financial obligation by the Company. Prior to the Company
filing an answer and/or counterclaim to the suit, the plaintiffs agreed to drop
the lawsuit, and the Company did not have to pay any monies to the plaintiffs as
settlement on the suit. On November 21, 2001, the suit was dismissed with
prejudice, and each of the parties were responsible for their own legal fees and
costs. As a result of this settlement, the Company is required to donate to the
charity of their choice the remaining amount due on such debentures of $559,443
at December 31, 2002. The Company shall endeavor to utilize its best efforts to
fulfill its obligation and satisfy this debt. The balance of this obligation has
been classified as a short-term liability on the December 31, 2003 balance
sheet.

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

         In April 2001, we entered into a funding agreement with IDT Group, Inc.
("IDT") for an aggregate installment price of $1,000,000 of which $200,000 was
funded. Certain disputes concerning such funding agreement subsequently ensued.
245,902 shares of the Company's common stock were escrowed with IDT's counsel in
connection with such funding agreement which have yet to be returned to the
Company. In January 2002, counsel for the Company sent correspondence to IDT's
counsel setting forth a proposal to amicably resolve this matter, which proposal
was rejected. There has been no further communication with IDT since the time
such proposal was rejected. We have not been able to further pursue this matter
due to liquidity constraints.

         We are not presently a party to any litigation, nor to our knowledge is
any litigation threatened against the Company which may materially affect us
except as otherwise disclosed above. See also "ITEM 1 - DESCRIPTION OF BUSINESS"
concerning outstanding federal and state payroll tax obligations.

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

         On December 2, 2003, and in accordance with applicable Nevada law, our
Board of Directors and a majority of the holders of the then issued and
outstanding shares of the Company's common stock approved, by a written consent
of directors and majority shareholders, an amendment to the Company's current
Articles of Incorporation, as amended, to increase the maximum number of shares
that the Company shall be authorized to issue and have outstanding at any one
time from 125,000,000 pre-split to 210,000,000 post-split, to be divided into
two classes as follows: (a) 200,000,000 shares of common stock, par value $.001
per share and (b) 10,000,000 shares of preferred stock, par value $.001 per
share, and to effect a reverse split of the Company's common stock of 1:20
(pursuant to which the number of authorized shares of Common Stock will be
200,000,000 following such reverse split, and any fractional shares post- split
will be rounded up to the next whole share) (the "Reverse Split"). We filed a
definitive information statement with the Commission relating to the Amendment
and commenced mailing such definitive information statement to our shareholders
on December 16, 2003. In connection with such Reverse Split, the Company's
trading symbol on the OTCBB was changed from "PDCI" to "PDCN" and was reflected
as of the opening of trading on January 5, 2004, East Coast Time.

                                       34
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is currently traded on the OTCBB under the symbol
PDCNE as we did not timely file this Form 10-KSB with the Commission. We
anticipate that the "E" will be removed from our trading symbol shortly after
the filing of this Form 10-KSB with the Commission and resume as PDCN. The
following table sets forth, for each of the quarterly periods then ended, the
high/low bid prices for our common stock, as reported by otcbb.com for the first
quarter of the fiscal year ended December 31, 2004 and for the fiscal year ended
December 31, 2003, and as reported by nasdaq.com for the fiscal year ended
December 31, 2002. These per share quotations reflect inter-dealer prices in
the over-the-counter market without retail markups, markdowns, or commissions
and may not necessarily represent actual transactions. Such quotations reflect
the Reverse Stock Split, effective January 5, 2004.

QUARTER ENDING                                                      HIGH/LOW BID
--------------                                                      ------------

FISCAL YEAR 2004
March 31, 2004                                                        $.811/.003

FISCAL YEAR 2003
March 31, 2003                                                         $2.20/.14
June 30, 2003                                                           $.30/.12
September 30, 2003                                                    $70.02/.08
December 31, 2003                                                       $.12/.04

FISCAL YEAR 2002
March 31, 2002                                                        $5.20/1.90
June 30, 2002                                                         $4.20/1.80
September 30, 2002                                                     $2.10/.62
December 31, 2002                                                      $1.80/.42

         The number of beneficial holders of record of the common stock of
P.D.C. as of the close of business on April 21, 2004 was approximately 288;
however, many of the shares are held in street name and consequently do not
reflect beneficial owners.

                                       35
<PAGE>

Recent Sales of Unregistered Securities
---------------------------------------

         For the period October 1, 2003 through December 31, 2003, we did not
effect any sales of unregistered Company securities. Information for prior sales
occurring during the last three years, other than fourth quarter period sales
for the last two fiscal years which are set forth below (which sales were
previously reported in the Company's Forms 10-KSB/A and Form 10-KSB for such
respective periods), has been reported in the Company's previously filed
quarterly reports and, accordingly, is not required to be furnished herein.

         For the period October 1, 2002 through December 31, 2002, the following
sales were effected pursuant to Section 4(2) under the Securities Act of 1933,
as amended (the "Securities Act"), based upon the limited number of offerees,
their relationship to the Company, the number of shares offered in each
offering, the size of the respective offerings, and the manner of each offering:

         In October 2002, we issued 83,333 shares of our restricted common stock
to an existing stockholder, valued at $.30 per share, for an aggregate of
$25,000.

         In October 2002, we issued 6,667 shares of our restricted common stock
to an existing stockholder, valued at $.30 per share, for an aggregate of
$2,000.

         On December 31, 2002, we agreed to issue 250,000 shares of our
restricted common stock to Desarrollo Corporativo Logonet De Costa Rica Sociedad
Anonima for prior business and consulting services rendered, valued at $.86 per
share.

         For the period October 1, 2001 through December 31, 2001, the following
sales were effected pursuant to Section 4(2) under the Securities Act, based
upon the limited number of offerees, their relationship to the Company, the
number of shares offered in each offering, the size of the respective offerings,
and the manner of each offering:

         In October 2001, we issued 5,000 shares of restricted common stock to
the Spechler Family Partnership for $46,000 ($9.20 per share).

         In November 2001, we issued 750 shares of restricted common stock to
David Feingold, Esq. for legal services rendered, valued at $7.00 per share.

         In December 2001, we issued an aggregate of 147,857 shares of
restricted common stock to several individual accredited investors for an
aggregate of $207,000.

Dividends
---------

         We have not paid any stock dividends within the last two fiscal years.
We have never paid any cash dividends on our common stock and do not anticipate
paying any cash dividends on our common stock in the future. We intend to retain
future earnings, if any, to fund the development and growth of our business.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion should be read together with the information
contained in the Financial Statements and related Notes included elsewhere in
this Report.

                                       36
<PAGE>

Plan of Operation
-----------------

         During the fiscal year ended December 31, 2003, and for several years
prior thereto, we were engaged principally in the development of the Hypo-Pro, a
device designed to dispose of contaminated hypodermic syringes at the site of
use. As a result of liquidity constraints, which were particularly severe during
our last fiscal year, we were unable to engage in additional laboratory testing,
or to seek and obtain FDA approval for such product, which steps we believed
necessary in order to commercially market and potentially sell such product. As
such, we have not had any revenues from operations in the last several years.

         As a result of our acquisition in February 2004 of RRI, we are since
such time an owner, operator and franchisor of restaurants offering high quality
and value priced home delivery, take-out and dine-in whole meal replacement
under the name "Ragin' Ribs." We presently have one Company owned/operated
restaurant, one franchisee operated restaurant and have executed two area
development agreements and one territory license agreement.

         During the next twelve months, our plan of operation principally
entails the franchising of our fast casual restaurant model which offers
nutritious, quality and reasonably priced home meal replacement for home
delivery as well as take-out and dine-in, and selling our proprietary food
products through a franchise system and traditional distribution network.

         We currently plan to derive revenue primarily from revenue from
franchise operations, including franchise and royalty fees, and to lesser
extent, from sales from our Company owned/operated restaurant, and, to a lesser
extent, the sale of Company proprietary food products through retail and
possibly wholesale channels of commerce.

         We have currently determined to defer any decision as to whether or not
we will pursue efforts to gain FDA approval for the Hypo-Pro, or to undertake
any other development, sales and marketing efforts concerning such product until
the fourth quarter of 2004.

         We will be required to seek and obtain additional capital from outside
funding sources for our food service and franchise operations as working capital
and current cash flow from operations is not adequate to sustain operations. We
currently estimate that we will require up to approximately $750,000 (excluding
any further Hypo-Pro development which will require additional funding yet to be
determined) to fund our daily operations for approximately the next twelve
months, which currently include further integration activities relating to the
Business Combination, franchise development and related matters. We currently
believe that we can satisfy our cash requirements for only approximately three
months in the event we do not secure otherwise needed capital. There can be no
assurance that financing will be available when needed, or if available, on
acceptable terms. We have no firm commitments, arrangements or understandings
for any financing at this time, but plan to continue to seek and raise funds on
a private placement basis, or otherwise, from one or more outside funding
sources.

                                       37
<PAGE>

         Operating expenses for our Company operated/owned restaurant are and
will consist primarily of food and food packaging costs, payroll and other costs
associated with employee benefits and occupancy and other operating expenses.

         Our franchise operating costs are expected to include franchise selling
costs and franchise administrative support. Our revenue and expenses from our
franchise operations are expected to be directly affected by the number of
territory franchises sold and the related sales volume of each franchised
restaurant.

         As our growth strategy is to emphasize the development of franchised
restaurants, our success is contingent upon our ability to attract qualified
area developers, territory operators and franchisees to purchase franchises, and
our ability to negotiate and execute definitive area development, territory
license and franchisee agreements. In the event our franchise operators
experience financial difficulties from time to-time, such event could materially
impact us. We plan to closely monitor the financial condition of our franchisees
and record provisions for estimated losses on receivables when we believe our
franchisees will be unable to make their required payment to us.

         We believe we will possibly have to significantly increase our number
of employees, principally additional management, sales, marketing and support
personnel, to the extent we are successful in expanding our franchise
operations. Due to the size of the restaurant industry, we currently believe
that qualified candidates for such positions are, and will be, readily available
on terms favorable to the Company.

         We do not currently believe that we will engage in any product research
and development over the next twelve months or that we will effect the purchase
or sale of plant and significant equipment.

         Following the acquisition of RRI, management immediately set forth a
plan to negotiate and settle certain Company obligations. The judgment
previously obtained by the Company's prior landlord has been settled with a
payment of $25,000 due at the end of the second quarter of 2004. In the event of
and upon such payment, the Company's liabilities will be reduced by $228,000.
Several smaller accounts payable obligations have also been settled. We plan to
continue to negotiate with the Company's creditors and to enter into settlement
agreements where possible.

         In the event we are successful in meeting our franchise goals, which
entail expanding our franchise operation so as to have an aggregate of
approximately 100 franchisee restaurant facilities under contract, we plan to
seek to acquire one or more food manufacturing and/or food processing
facilities. Our plan strategy is to first acquire those facilities that provide
the proprietary products being sold to our franchises. In the event such goal is
accomplished, we plan to target food manufacturing facilities having unique
proprietary products. We do not currently anticipate implementing such
acquisition strategy in fiscal year 2004, and believe that we will require
additional funding from outside sources to accomplish such acquisition goals.

                                       38
<PAGE>

         Off-Balance Sheet Arrangements
         ------------------------------

         We have no off-balance sheet arrangements.


         Known Trends and Uncertainties
         ------------------------------

         Approximately 58% of our sales revenue is, and is anticipated for the
foreseeable future to continue to be from pork. Pork prices have been increasing
and are anticipated to be subject to continued increase for the foreseeable
future. There has also been an increase in beef prices directly related to the
ban on certain Canadian beef resulting from mad cow disease. Particularly as a
result of the increase in pork and beef price, increases in such commodity
prices could result in lower restaurant-level operating margins for our
restaurant concept and therefore negatively impact our results of operations.


         Impact of Inflation
         -------------------

         Inflation has an impact on food and packaging, construction, occupancy,
labor and benefit costs, all of which can significantly affect our operations.
Historically, consistent with the industry, we have been able to pass along to
our customers, through prices increases, higher costs arising from these
inflationary factors.


         Seasonality
         -----------

         Generally, we do not believe our food service and franchise operations
are subject to seasonality. In periods of inclement weather, we believe, but
cannot assure, that sales may be subject to increase as we believe consumers may
particularly desire the convenience of our home meal replacement delivery
service.

Critical Accounting Policies
----------------------------

         Stock Based Compensation
         ------------------------

         From time to time, we have issued and plan to continue to issue shares
of our common stock to certain employees and service providers for services
rendered and to be rendered. The fair market value of such shares is based on
the quoted trading price of our common stock at the grant date.

         Deferred Tax Assets
         -------------------

         Deferred tax assets are to be reduced by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
portion or all of the deferred tax assets will be realized. The valuation
allowance should be sufficient to reduce the deferred tax asset to the amount
that is more likely than not to be realized.

                                       39
<PAGE>

         Recent Accounting Pronouncements
         --------------------------------

         In May 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities ("SFAS 149") which provides for
certain changes in the accounting treatment of derivative contracts. SFAS 149 is
effective for contracts entered into or modified after June 30, 2003, except for
certain provisions that relate to SFAS No. 133 Implementation Issues that have
been effective for fiscal quarters that began prior to June 15, 2003, which
should continue to be applied in accordance with their respective effective
dates. The guidance should be applied prospectively. The adoption of SFAS 149
did not have a material impact on the Company's financial position, results of
operations or liquidity.

         In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity ("SFAS
150"). This new statement changes the accounting for certain financial
instruments that, under previous guidance, issuers could account for as equity.
It requires that those instruments be classified as liabilities in balance
sheets. Most of the guidance in SFAS 150 is effective for all financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of SFAS 150 did not have a material impact on the Company's
financial position, results of operations or liquidity.

         In November 2002, the FASB issued FASB Interpretation No. 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others ("FIN 45"). FIN 45 requires that a
liability be recorded in the guarantor's balance sheet upon issuance of a
guarantee. In addition, FIN 45 requires disclosures about the guarantees that an
entity has issued, including a reconciliation of changes in the entity's product
warranty liabilities. The initial recognition and initial measurement provisions
of FIN 45 are applicable on a prospective basis to guarantees issued or modified
after December 31, 2002, irrespective of the guarantor's fiscal year- end. The
disclosure requirements of FIN 45 are effective for the Company for financial
statements of interim periods beginning July 1, 2003.. The adoption of FIN 45
did not have a material impact on the Company's financial position, results of
operations, or liquidity.

         In January 2003, the FASB issued FASB Interpretation No. 46,
"Consolidation of Variable Interest Entities" ("FIN 46"), which represents an
interpretation of Accounting Research Bulletin No. 51 ("ARB 51"), "Consolidated
Financial Statements". ARB 51 requires that a company's financial statements
include subsidiaries in which the company has a controlling financial interest.
That requirement usually has been applied to subsidiaries in which the company
has a majority voting interest. However, the voting interest approach is not
effective in identifying controlling financial interests in entities (referred
to as " variable interest entities") that are not controllable through voting
interests or in which the equity investors do not bear the residual economic
risks. FIN 46 provides guidance on identifying variable interest entities and on
assessing whether a company's investment in a variable interest entity requires
consolidation thereof. FIN 46 is effective immediately for investments made in
variable interest entities after January 31, 2003 and it is effective in the
first fiscal year or interim period beginning after June 15, 2003 for
investments in variable interest entities made prior to February 1, 2003. The
adoption of FIN 46 did not have a material impact on the Company's financial
position, results of operations, or liquidity.

                                       40
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

         The Company's Financial Statements and the Notes thereto appear in ITEM
13. of this Report.

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

         The information required by this Item 8. as to the Company's fiscal
year ended December 31, 2002 has been previously reported in a Form 8-K filed
with the Commission on April 16, 2003 and in a Form 8-K /A filed with the
Commission on May 13, 2003.

ITEM 8A. CONTROLS AND PROCEDURES

         As of December 31, 2003, an evaluation was carried out under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Principal Financial and Accounting
Officer, of the effectiveness of our disclosure controls and procedures. Based
on that evaluation, such persons concluded that the Company's disclosure
controls and procedures as of the end of the period covered by this Report, have
been designed and are functioning effectively to provide reasonable assurance
that the information required to be disclosed by the Company in reports filed
under the Exchange Act, is recorded, processed, summarized and reported within
the time periods specified in the Commission rules and forms. There have been no
changes in our internal control over financial reporting that occurred during
the fiscal year ended December 31, 2003 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting. Effective February 16, 2004, we now have a Chief Financial Officer
and a controller.

         It should be noted that the design of any system of controls is based
in part upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions, regardless of how remote.

                                       41
<PAGE>

                                    PART III

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

         The following table sets forth certain information concerning each of
the Company's directors and executive officers through the fiscal year end and
immediately prior to the closing of the Business Combination:

    Name                            Age                        Position
    ----                            ---                        --------

Sandra Sowers                       65                   President, Secretary,
                                                         Treasurer, and Director

Michael Hiler                       44                   Chief Executive Officer

Fern Marlene Kennedy                67                   Director





                                       42
<PAGE>

         Sandra Sowers is the widow of David Sowers and the mother of Vernon
Leroy Sowers. On March 6, 2001, David Sowers, founder of P.D.C. Florida and
P.D.C.'s then Chief Executive Officer and a Director, passed away. In June,
2001, Vernon Leroy Sowers, Mr. David Sowers' son and his successor as Chief
Executive Officer, passed away. There are no other family relationships between
officers and directors.

         Ms. Sandra Sowers has served as President, Secretary, Treasurer, and
Director of P.D.C. Florida and continued in such positions with P.D.C.

         Mr. Michael Hiler was appointed as Chief Executive Officer on April 19,
2002. Mr. Hiler served as Acting Chief Executive Officer following the passing
of Mr. Harris on April 3, 2002 until his appointment as Chief Executive Officer.
Prior thereto, Mr. Hiler served as the Chief Operating Officer of P.D.C. since
June 2001. Prior to June 2001 and from late 1997, Mr. Hiler served as a
consultant to P.D.C.

         Ms. Fern Marlene Kennedy was appointed to fill a vacancy on the Board
of Directors on April 19, 2002. Prior thereto, from 2000 to the time of such
appointment, Ms. Kennedy was not employed. From 1991 to 1999, Ms. Kennedy was
employed in the medical records department of Fawcett Memorial Hospital located
in Port Charlotte, Florida.

         See also "ITEM 12. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."

         The directors and officers of the Company immediately subsequent to the
closing of the Business Combination, and currently, and further information
concerning such persons, are as follows:

    Name                            Age                         Position
    ----                            ---                         --------

James Cheatham                      67                  Chief Executive Officer,
                                                        Director

Paul Smith                          57                  President, Secretary,
                                                        Treasurer and
                                                        Director

Jay Ostrow                          50                  Chief Financial Officer

         Mr. James Cheatham, RRI's founder, has been RRI's Chairman of the Board
and Chief Executive Officer since its inception in September 1998 and its
President from inception through April 2003. From 1980 to 1998, among other
things, Mr. Cheatham served as a business consultant in the hospitality industry
focusing on organizational structure, marketing, franchising, strategic planning
and corporation development. Mr. Cheatham's prior hospitality industry
experience includes serving as President of Wendy's of Atlanta (a franchisee),
and serving as President of Cindy's of Atlanta, an operator and franchisor of
fast food restaurants.

                                       43
<PAGE>

         Mr. Paul Smith has been a Director and RRI's President, Secretary and
Treasurer since April 2003. From 2001 to April 2003, Mr. Smith was a consultant
in the hospitality industry. From 1996 to 2001, Mr. Smith served as Chief
Executive Officer of Foodvision.com, Inc., a publicly-traded hospitality
internet company located in Atlanta, Georgia. From 1989 to 1995, Mr. Smith
served as President of PRS Hospitality, Inc., a boutique hospitality consulting
company located in Atlanta, Georgia. Prior to such time, from 1980 to 1989, Mr.
Smith was President of York Hannover Amusements, Ltd., a hotel and leisure
company located in Canada. Mr. Smith filed for personal bankruptcy under Chapter
7 of the U.S. Bankruptcy Code on January 3, 2003 in the U.S. Bankruptcy Court,
Northern District of Georgia. An Order of Discharge was issued on April 13,
2003.

         Mr. Jay Ostrow has been the Chief Financial Officer of RRI since
February 16, 2004. Mr. Ostrow has completed fourteen years of financial
management and accounting services for multi-unit restaurant corporations
including dinner house, casual-themed and franchised restaurants in Florida.
From 2002 to 2003, Mr. Ostrow served as the Director of Finance for Talk Visual
Corporation, a publicly held telecommunications company located in Miami,
Florida. From 2000 to 2001, Mr. Ostrow served as the Chief Financial Officer of
Stampede Worldwide, Inc., a publicly held technology company located in Tampa,
Florida. From 1998 to 2000, Mr. Ostrow served as the Corporate Controller of
Wizard Studios, Inc., a privately held event management and production company
located in Clearwater, Florida.

          Our directors hold office until the next annual meeting of
shareholders and the election and qualification of their successors. Currently,
there are no family relationships between the directors, executive officers,
significant employees or any other person who may be selected as a director or
executive officer of the Company. None of the Company's directors or executive
officers is a director of any company that files reports with the Commission.
Officers serve at the discretion of the Board, subject to any employment
agreements. There are no agreements with respect to the election of directors.
We have not compensated our directors for service on the Board of Directors or
any committee thereof and we have no current plans to establish such a
compensation plan. Directors are not reimbursed for expenses incurred for
attendance at meetings of the Board of Directors and any committee of the Board
of Directors.

         No director, officer, affiliate or promoter of P.D.C. has within the
past five years been subject to any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time, been
convicted in or been the subject of any pending criminal proceedings (excluding
traffic violations and other minor offenses), or has been the subject of any
order, judgment, or decree involving the violation of any federal or state
securities, banking or commodities laws or otherwise limiting involvement in any
type of business, securities or banking activity.

                                       44
<PAGE>

Beneficial Ownership Reporting Compliance
-----------------------------------------

         Section 16(a) of the Exchange Act requires that our officers,
directors, and persons who beneficially own more than ten percent of a
registered class of our equity securities, file reports of ownership and changes
in ownership with the Commission and to furnish us with copies.

         We believe that all filing requirements applicable to our officers,
directors and persons who beneficially own more than ten percent of our common
stock have been complied with during the fiscal year ended December 31, 2003
except as follows: Mr. Hiler, our then Chief Executive Officer, filed his Form 4
late on two occasions relating to sales transactions by his wife resulting in
four sales transactions not being reported on a timely basis; Ms. Sowers, our
then President, filed her Form 4 late on nine occasions resulting in seventeen
transactions not being reported on a timely basis.

Code of Ethics
--------------

         Due to our financial constraints, we have not been able to retain
counsel to assist management in the preparation and finalization of a code of
ethics. The Company plans to adopt a code of ethics when, in management's
determination, working capital permits us to retain counsel for this purpose.

Audit Committee and Audit Committee Financial Expert
----------------------------------------------------

         We do not yet have an audit committee and, therefore, we have no "audit
committee financial expert" within the meaning of Item 401(e) of Regulation S-B.
In general, an "audit committee financial expert" is an individual member of the
audit committee who: (a) understands generally accepted accounting principles
and financial statements; (b) is able to assess the general application of such
principles in connection with accounting for estimates, accruals and reserves;
(c) has experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to the Company's financial
statements; (d) understands internal controls over financial reporting; and (e)
understands audit committee functions. It is noted that a separate audit
committee is not required for issuers whose securities are listed solely on the
OTCBB.

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth, for the fiscal years ended December 31,
2003, 2002 and 2001 certain information regarding the compensation earned by the
Company's Chief Executive Officer and each of the Company's most highly
compensated executive officers whose individual aggregate salary and bonus for
each of such fiscal years exceeded $100,000.

                                       45
<PAGE>

                               Annual Compensation
                               -------------------

<TABLE>
<CAPTION>
Name and                                                                    Other
Principal Position               Year        Salary          Bonus       Compensation
------------------               ----        ------          -----       ------------
<S>                              <C>         <C>              <C>        <C>
Michael Hiler - CEO,             2003        $22,020          $-0-       $-0-
COO(1)                           2002        $54,320          $-0-       $(2)
                                 2001        $43,464          $-0-       $70,350 (3)

Sandra Sowers - President,       2003        $15,352          $-0-       $-0-
Secretary, Treasurer             2002        $55,600          $-0-       $4,821 (4)
Secretary, Treasurer             2001        $109,200         $-0-       $11,571 (4)

David Sowers - CEO (5)           2001        $-0-             $-0-       $3,500 (6)

Vernon Sowers - CEO (7),         2001        $21,874 (8)      $-0-       $4,300 (9)
Exec.  VP

Harold Harris -Interim (10)      2002        $12,000 (11)     $-0-       $-0-
CEO                              2001        $32,950 (11)     $-0-       $60,000 (12)
</TABLE>

(1) Mr. Hiler became Acting Chief Executive Officer in early April 2002 and
Chief Executive Officer on April 19, 2002. From June 2001 through April 2002,
Mr. Hiler was Chief Operating Officer.

(2) Does not include health insurance premiums of approximately $522 per month
in 2002.

(3) Includes $10,350 as 1099 income, and $60,000, constituting approximate fair
market value of 50,000 shares of restricted common stock issued to Mr. Hiler's
wife as his designee; does not include health insurance premiums of
approximately $1,761 paid in 2001.

(4) Includes approximate lease payments and insurance for automobile; does not
include health insurance premiums of approximately $1,044 paid in 2002 and
$5,069 paid in 2001.

(5) Mr. David Sowers passed away in March 2001.

(6) Includes approximate annual lease payment and insurance for automobile.

(7) Mr. Vernon Sowers served as Chief Executive Officer from March 2001 through
June 2001 and passed away in June 2001.

(8) Includes all salary compensation paid to Mr. Vernon Sowers in all capacities
during such fiscal year.

(9) Includes approximate annual lease payment and insurance for automobile; does
not include health insurance premiums of approximately $741 paid in 2001.

(10) Mr. Harris served as Interim Chief Executive Officer from June 2001 through
April 2002 and passed away at that time.

(11) Consulting fees paid to an entity controlled by Mr. Harris; includes all
salary compensation paid to Mr. Harris and/or such entity during such fiscal
year.

(12) Constitutes approximate fair market value of 50,000 shares of restricted
common stock issued to Mr. Harris' consulting entity.

                                       46
<PAGE>

         On June 1, 2002, RRI entered into an employment agreement with Mr.
Cheatham to serve as Chief Executive Officer and President and provided for an
annual salary of $120,000. Such employment agreement was terminated and a new
employment agreement was executed on April 1, 2003. Under the prior employment
agreement, approximately $61,653 is due and owing. The current employment
agreement provides, among other things, for a five year term and an annual
salary of $200,000 payable bi-weekly, and a monthly car allowance of $650, with
all automobile expenses to be paid by RRI. Such employment agreement contains a
confidentiality provision and provides for 3 years severance to Mr. Cheatham in
the event he is terminated by RRI without cause. Under the current employment
agreement, approximately $151,404 is due and owing.

         On April 1, 2003, RRI entered into a five year employment agreement
with Mr. Smith, our current President. Such employment agreement provides, among
other things, for an annual salary of $150,000 payable bi-weekly, bonus plan and
a monthly car allowance of $650, with all automobile expenses to be paid by RRI.
Such employment agreement contains a confidentiality provision and provides for
3 years severance to Mr. Smith in the event he is terminated by RRI without
cause. Approximately $110,333 is due and owing under Mr. Smith's employment
agreement.

         There were no stock options or stock appreciation rights granted to any
executive officers or directors in the last three fiscal years or any stock
option exercises by any of such persons during such time period.

         See also PART III. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

         The following table sets forth the beneficial ownership of our common
stock as of April 21, 2004 as to: (a) each person known to us who beneficially
owns more than 5% of the outstanding shares of our common stock; (b) each
current director and executive officer; and (c) all of our executive officers
and directors as a group:

                                       47
<PAGE>

<TABLE>
<CAPTION>
Name and Address of            Number of Shares               Percentage of Outstanding
Beneficial Owner (1)           Beneficially Owned (2)         Shares of Common Stock (3)
--------------------           ----------------------         --------------------------
<S>                            <C>                                     <C>
James Cheatham (4)             32,618,218(5)                           59.49%
c/o Company
501 South Dakota Avenue
Suite 1
Tampa, Florida 33606

Paul Smith (6)                 12,618,218                              23.01%
c/o Company
501 South Dakota Avenue
Suite 1
Tampa, Florida 33606

Jay Ostrow (7)                 100,000                                 *
c/o Company
501 South Dakota Avenue
Suite 1
Tampa, Florida 33606

All officers and directors     45,236,436                              82.50%
as a group(3) persons
</TABLE>

*   Less than 1%

(1) Each of the persons listed has sole voting, investment, and dispositive
    power, except as otherwise noted.

(2) Beneficial ownership has been determined in accordance with Rule
    13d-3(d)(1)(I) under the Exchange Act; such rule, generally, includes as
    beneficial owners of securities, among others, any person who directly or
    indirectly through any contract, arrangement, understanding, relationship,
    or otherwise has or shares voting power and/or investment power with respect
    to such securities, and any person who has the right to acquire beneficial
    ownership of such security within sixty days through a means including but
    not limited to the exercise of any option, warrant, right or conversion of a
    security.

(3) All percentages are based on 54,829,805 shares issued and outstanding as of
    April 21, 2004.

(4) Mr. Cheatham is our Chief Executive Officer and a Director.

(5) Includes 30,000,000 shares owned by the James E. Cheatham Trust, a trust of
    which Mr. Cheatham is the settler, trustee and sole beneficiary. Does not
    include 100,000 shares owned by Joanne Cheatham, Mr. Cheatham's wife as Mr.
    Cheatham does not have voting power of such shares and disclaims beneficial
    ownership.

(6) Mr. Smith is our President, Secretary, Treasurer and a Director.

(7) Mr. Ostrow is our Chief Financial Officer.

                                       48
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On February 16, 2004, each of Messrs. Cheatham and Smith acquired
31,506,000 and 11,506,000 shares, respectively, of the Company's common stock in
connection with the Business Combination in exchange for a like number of shares
of RRI common stock. Mr. Cheatham's wife acquired 100,000 shares of the
Company's common stock in connection with such transaction in exchange for a
like number of shares of RRI common stock. Mr. Cheatham does not have voting
power of his wife's shares and disclaims beneficial ownership.

         From time to time, our past President, Ms. Sandra Sowers, made loans to
P.D.C. for working capital purposes. These loans have not been evidenced by a
note or other security agreement, were unsecured, did not bear interest, and
were payable on demand. At December 31, 2003, and on February 16, 2004, such
loans aggregated $243,872.

         Accounts payable at December 31, 2003, included indebtedness to a
Company vendor and the lessor of a prior Company occupied facility in the
aggregate amount of approximately $279,000, which indebtedness to such vendor
and lessor was personally guaranteed by Ms. Sowers.

         On February 16, 2004, the Company entered into an indemnity and release
agreement with Ms. Sowers which provides, generally, that in consideration of
Ms. Sowers agreeing to waive any and all accrued salaries, loans and expenses,
the Company will indemnify Ms. Sowers for a period of three years from such date
relating to such guarantees, and from and against any and all claims, damages
and liabilities in connection with and/or relating in any manner whatsoever to
the Company and/or its past, present and future business and operations and her
association therewith in any and all capacities, subject to the indemnification
provisions provided in the Company's articles of incorporation, as amended and
bylaws. At such time, a similar indemnification and release agreement was also
obtained from each of Mr. Hiler and Ms. Fern Marlene Kennedy, a prior director,
in consideration of each of such persons waiving any and all accrued salaries,
loans and expenses.

         On February 18, 2004, the Company entered into a consulting agreement
with OTC Market Watch Public Relations, Inc., a company owned by our former
prior Chief Executive Officer, Michael Hiler, pursuant to which such entity is
to provide certain delineated financial public relations services for a one year
period. The terms of such agreement provide for such consultant to be paid a
monthly fee of $2,000 provided the Company is in receipt of financing in the
amount of $350,000, and to receive 1,000,000 shares of the Company's restricted
common stock.

         On June 1, 2002, RRI entered into an employment agreement with Mr.
Cheatham to serve as Chief Executive Officer and President and provided for an
annual salary of $120,000. Such employment agreement was terminated and a new
employment agreement was executed on April 1, 2003. Under the prior employment
agreement, approximately $61,653 is due and owing. The current employment
agreement provides, among other things, for a five year term and an annual
salary of $200,000 payable bi-weekly, and a monthly car allowance of $650, with
all automobile expenses to be paid by RRI. Such employment agreement contains a
confidentiality provision and provides for 3 years severance to Mr. Cheatham in
the event he is terminated by RRI without cause. Under the current employment
agreement, approximately $151,404 is due and owing.

                                       49
<PAGE>

         On April 1, 2003, RRI entered into a five year employment agreement
with Mr. Smith, our current President. Such employment agreement provides, among
other things, for an annual salary of $150,000 payable bi-weekly, bonus plan and
a monthly car allowance of $650, with all automobile expenses to be paid by RRI.
Such employment agreement contains a confidentiality provision and provides for
3 years severance to Mr. Smith in the event he is terminated by RRI without
cause. Approximately $110,333 is due and owing under Mr. Smith's employment
agreement.

         In January 2001, a resolution of the Board of Directors of P.D.C.
authorized the issuance to David Sowers of an aggregate of 300,000 shares of
restricted common stock over the next three years in recognition of his
contributions and services. A subsequent board resolution directed that the
shares be issued instead to Sandra Sowers, the personal representative and sole
beneficiary of Mr. Sowers' estate: 100,000 shares were issued in the beginning
of 2002, valued at $4.20 per share; 100,000 shares were issued in the beginning
of 2003, valued at $4.33 per share and 100,000 shares were issued in the
beginning of 2004, valued at $.06 per share.

         See also PART III, ITEM 10. EXECUTIVE COMPENSATION.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         The following documents are filed as part of this report:

         Financial Statements:

         - Table of Contents

         - Independent Auditors' Report

         - Balance Sheet at December 31, 2003 and 2002

         - Statements of Operations for the Years Ended December 31, 2003 and
           2002 and for the period September 7, 1994 (date of incorporation)
           through December 31, 2003

         - Statements of Changes in Stockholders' Deficiency for the Year Ended
           December 31, 2003 and 2002 and for the period September 7, 1994 (date
           of incorporation) through December 31, 2003

         - Statements of Cash Flows for the Years Ended December 31, 2003 and
           2002 and for the period September 7, 1994 (date of incorporation)
           through December 31, 2003

         - Notes to Financial Statements

         (a) Exhibits

                                       50
<PAGE>

         Exhibit    Description
         -------    -----------

         2          Plan of Merger between P.D.C. and Sterile-Pro (incorporated
                    by reference to exhibit to P.D.C's Form 8-K filed with the
                    Commission on July 26, 2000).

         2.1        Stock Exchange Agreement between P.D.C. and certain MAS
                    Acquisition XIV Corp. shareholders dated as of March 2, 2000
                    (incorporated by reference to exhibit to P.D.C.'s Form 8-K
                    filed with the Commission on March 6, 2000).

         2.2        Consulting Agreement dated March 2, 2000 by and between
                    P.D.C. and certain individuals (incorporated by reference to
                    exhibit to P.D.C.'s Form 8-K filed with the Commission on
                    March 6, 2000).

         2.3        Stock Purchase Agreement dated April 2001 with IDT Fund,
                    Ltd. (incorporated by reference to Exhibit 2.3 to P.D.C.'s
                    Form 10-KSB filed with the Commission on April 16, 2002).

         2.4        Plan of Reorganization and Merger Agreement by and between
                    P.D.C., P.D.C. Acquisition Corp., Ragin' Ribs, Inc. and
                    Ragin' Ribs Franchise Corp. (incorporated by reference to
                    Exhibit 2.3 to P.D.C. Form 8-K filed with the Commission on
                    March 2, 2004)

         3.1        Articles of Incorporation (incorporated by reference to
                    exhibit to P.D.C.'s Form 8-K filed with the Commission on
                    March 6, 2000).

         3.2        Certificate of Amendment to Articles of Incorporation
                    (incorporated by reference to exhibit to P.D.C.'s Form 8-K
                    filed with the Commission on March 6, 2000).

         3.3        Articles of Merger by and between Kenneth C. Garcia, Inc., a
                    Nevada corporation and P.D.C. Florida (incorporated by
                    reference to exhibit to P.D.C.'s Form 8-K filed with the
                    Commission on March 6, 2000).

         3.4        Bylaws (incorporated by reference to exhibit to P.D.C.'s
                    Form 8-K filed with the Commission on March 6, 2000).

         3.5        Certificate of Amendment of Articles of Incorporation
                    (incorporated by reference to Exhibit 3.5 to P.D.C.'s Form
                    10-KSB filed with the Commission on April 16, 2002).

         3.6        Certificate of Amendment of Articles of Incorporation
                    (incorporated by reference to Exhibit 3.6 to P.D.C.'s Form
                    10-KSB filed with the Commission on April 16, 2002).

         3.7        Certificate of Amendment of Articles of Incorporation
                    (incorporated by reference to Exhibit 3.7 to P.D.C.'s Form
                    10-KSB filed with the Commission on April 16, 2002).

         3.8        Certificate of Amendment of Articles of Incorporation.*

         3.9        Certification of Designation.*

         4.1        Form of P.D.C. common stock certificate (incorporated by
                    reference to Exhibit 4.1 to P.D.C.'s Form 10-KSB filed with
                    the Commission on April 16, 2002).

         4.2        Promissory Note (incorporated by reference to Exhibit 4.2 to
                    P.D.C.'s Form 10-QSB filed with the Commission on August 19,
                    2000).

         10.1       Exclusive Patents License (incorporated by reference to
                    Exhibit10.1 to P.D.C.'s Form 10-QSB filed with the
                    Commission on September 30, 2000).

         10.2       Lease Agreement dated July 2000 by and between P.D.C. and
                    L.A.W. Properties Coral Springs, LC (incorporated by
                    reference to Exhibit 10.2 to P.D.C.'s Form 10-KSB filed with
                    the Commission on April 16, 2002).

         10.3       Lease Agreement dated October 14, 2002 by and between P.D.C.
                    and Coral Center (incorporated by reference to Exhibit 10.3
                    to P.D.C.'s Form 10-QSB filed with the Commission on
                    November 19, 2002).

                                       51
<PAGE>

         10.4       Exclusive Patent Sub-License and Royalty Agreement dated
                    November 21, 2002 by and between P.D.C., Medical Marketing
                    Innovations, Inc., and Sandra Sowers, Personal
                    Representative for the Estate of David Sowers (incorporated
                    by reference to Exhibit 10.4 to P.D.C.'s Form 8-K filed with
                    the Commission on November 25, 2002).

         10.5       Termination Agreement dated May 5, 2003 by and between
                    P.D.C., Medical Marketing Innovations, Inc., Global Medical
                    Marketing, Inc., and Sandra Sowers, Personal Representative
                    for the Estate of David Sowers (incorporated by reference to
                    Exhibit 10.5 to P.D.C.'s Form 10-KSB filed with the
                    Commission on May 21, 2003.

         10.6       Employment Agreement by and between Ragin' Ribs
                    International, Inc. and James Cheatham dated April 1, 2003.*

         10.7       Employment Agreement by and between Ragin' Ribs
                    International, Inc. and Paul Smith dated April 1, 2003.*

         10.8       Franchise Agreement by and between Ragin' Ribs Franchise
                    Corp. and Jonathan Massie dated December 29, 2003.*

         10.9       Territory License Agreement by and between Ragin' Ribs
                    Franchise Corp. and Jonathan Massie dated December 6,
                    2003.*

         10.10      Lease Agreement by and between Ragin' Ribs, Inc. and Nancy
                    Turner Properties Inc. dated June 2, 2003.*

         10.11      Lease Agreement by and between Henderson One Group, Inc. and
                    Jane Levin dated October 20, 2003.*

         10.12      Area Development Agreement by and between Ragin' Ribs
                    Franchise Corp. and Ragin' Ribs Canada, Inc. dated
                    November 3, 2003.* **

         10.13      Area Development Agreement by and between Ragin' Ribs
                    Franchise Corp. and Warren Capital Corporation dated
                    November 3, 2003.* **

         10.14      Settlement and Release Agreement by and among P.D.C., L.A.W.
                    Properties Coral Springs, LLC and Sandra Sowers dated March
                    11, 2004.*

         10.15      Indemnity and Release Agreement by and among P.D.C., Ragin'
                    Ribs, Inc. and Sandra Sowers dated February 16, 2004.*

         10.16      Indemnity and Release Agreement by and among P.D.C., Ragin'
                    Ribs, Inc. and Fern Marlene Kennedy dated February 16,
                    2004.*

         10.17      Indemnity and Release Agreement by and among P.D.C., Ragin'
                    Ribs, Inc. and Michael Hiler dated February 16, 2004.*

         10.18      Financial Public Relations Consulting Agreement by and
                    between OTC Market Watch Public Relations, Inc. and P.D.C.
                    dated February 18, 2004.*

         10.19      Advisory and Consulting Agreement by and between FFRC
                    Holdings, Inc. and P.D.C. dated February 16, 2004.*

         10.20      Employment Agreement by and between Ragin' Ribs
                    International, Inc. and James Cheatham dated June 1, 2002.*

         16         June 21, 2000 correspondence from Franklin and Nicholls CPAs
                    re: change in certifying accountant (incorporated by
                    reference to Exhibit 16 to P.D.C.'s Form 8-K filed with the
                    Commission on June 23, 2000).

                                       52
<PAGE>

         16.1       February 7, 2001 correspondence from Tubbs & Bartnick, P.A.
                    re: change in certifying accountant (incorporated by
                    reference to Exhibit 16.1 to P.D.C.'s Form 8-K filed with
                    the Commission on February 27, 2001).

         16.2       April 15, 2003 correspondence from Margolies, Fink and
                    Wichrowski ("MFW") re: change in certifying accountant
                    (incorporated by reference to Exhibit 16.1 to P.D.C.'s Form
                    8-K filed with the Commission on April 16, 2003).

         16.3       May 13, 2003 correspondence from MFW re: change in
                    certifying accountant (incorporated by reference to Exhibit
                    16.1 to P.D.C.'s Form 8-K/A filed with the Commission on May
                    13, 2003).

         21.0       Ragin' Ribs, Inc., a Florida corporation

         31.1       Certification of Chief Executive Officer

         31.2       Certification of President

         31.3       Certification of Chief Financial Officer

         32.1       Certification of Chief Executive Officer pursuant to 18
                    U.S.C. Section 1350, as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002

         32.2       Certification of President pursuant to 18 U.S.C. Section
                    1350, as adopted pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002

         32.3       Certification of Chief Financial Officer pursuant to 18
                    U.S.C. Section 1350, as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002

*   Filed herewith

**  Portions of the exhibit have been omitted pursuant to a request for
    confidential treatment.

                                       53
<PAGE>

         (b) There were no reports on Form 8-K filed with the Commission during
the fourth quarter of fiscal year 2003.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The following table shows the fees that we paid or accrued for the
audit and other services provided by Salberg & Company, P.A. for the 2003 and
2002 fiscal year:

                           Fiscal 2003                         Fiscal 2002
                           -----------                         -----------
Audit Fees                   $15,000                               $19,000
Audit-Related Fees           $-0-                                  $ 1,000
Tax Fees                     $-0-                                  $-0-
All Other Fees               $-0-                                  $-0-

                                       54
<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.

                                     P.D.C. Innovative Industries, Inc.

Dated: April 28, 2004                By: /s/ James Cheatham
                                         ---------------------------------------
                                         James Cheatham, Chief Executive Officer

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

<TABLE>
<CAPTION>
Signatures                           Date                                    Title
----------                           ----                                    -----

<S>                                  <C>                         <C>
/s/ James Cheatham                   April 28, 2004              Chief Executive Officer, Director
------------------------------
James Cheatham

/s/ Paul Smith                       April 28, 2004              President, Secretary, Treasurer, and
------------------------------
Paul Smith                                                       Director

/s/ Jay Ostrow                       April 28, 2004              Chief Financial Officer
------------------------------
Jay Ostrow
</TABLE>

                                       55

<PAGE>
                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2003

<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS

                                                                        Page(s)
                                                                        -------
Independent Auditors' Report                                              F-1

 FINANCIAL STATEMENTS:

    Balance Sheet                                                         F-2

    Statements of Operations                                              F-3

    Statement of Stockholders' Deficiency                              F-4 - F-5

    Statements of Cash Flows                                              F-6

    Notes to Financial Statements                                     F-7 - F-23

<PAGE>

                          Independent Auditors' Report

The Board of Directors and Stockholders:
         P.D.C. Innovative Industries, Inc.

We have audited the accompanying balance sheet of P.D.C. Innovative Industries,
Inc. (a Development Stage Company) as of December 31, 2003 and the related
statements of operations, changes in stockholders' deficiency and cash flows for
the years ended December 31, 2003 and 2002 (consolidated) and for the period
from September 7, 1994 (inception) to December 31, 2003. 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. The financial statements for the period September 7, 1994
(inception) through December 31, 2001 include total revenues and net loss of $0
and $4,143,755, respectively and were audited by other auditors whose last
report dated February 28, 2002 on those statements included an explanatory
paragraph describing conditions that raised substantial doubt about the
Company's ability to continue as a going concern. Our opinion on the statements
of operations, changes in stockholders' deficiency, and cash flows for the
period September 7, 1994 (inception) through December 31, 2003, insofar as it
relates to amounts for periods through December 31, 2001, is based solely on the
report of other auditors.

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 audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present fairly, in
all material respects, the financial position of P.D.C. Innovative Industries,
Inc. and (a Development Stage Company), as of December 31, 2003 and the results
of its operations and its cash flows for the years ended December 31, 2003 and
2002 (consolidated) and for the period September 7, 1994 (inception) to December
31, 2003 in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2(a) to the
financial statements, the Company has a net loss of $269,908 and net cash used
in operations of $50,586 in 2003, a working capital deficiency of $1,375,183,
deficit accumulated during the development stage of $8,366,435, and a
stockholders' deficiency of $1,375,183 at December 31, 2003. In addition, the
Company is in the development stage and in default on a note and certain other
liabilities at December 31, 2003. In addition, the Company ceased all operating
activities in 2003. These matters raise substantial doubt about its ability to
continue as a going concern. Management's plan in regard to this matter is also
described in Note 2(a). The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

Salberg & Company, P.A.
Boca Raton, Florida
April 9, 2004

                                      F-1
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                                December 31, 2003

                                     ASSETS

                                                                    -----------
TOTAL ASSETS                                                        $      --
                                                                    ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
    Cash overdraft                                                  $       293
    Accounts payable                                                    449,168
    Accrued expenses                                                     62,707
    Settlement payable                                                  559,443
    Note payable-stockholder                                             50,000
    Loan payable - officer                                              243,872
    Loans payable - other                                                 9,700
                                                                    -----------
TOTAL CURRENT LIABILITIES                                             1,375,183
                                                                    -----------

STOCKHOLDERS' DEFICIENCY
    Preferred stock, $0.001 par value; 10,000,000 shares
           authorized; none issued and outstanding                         --
    Common stock, $0.001 par value; 200,000,000 shares
           authorized; 5,933,747 shares issued
          and outstanding                                                 5,934
    Common stock issuable (341,750 shares at par value)                     342
    Additional paid in capital                                        6,984,976
    Deficit accumulated during the development stage                 (8,366,435)
                                                                    -----------

TOTAL STOCKHOLDERS' DEFICIENCY                                       (1,375,183)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $      --
                                                                    ===========

            See accompanying notes to financial statements

                                      F-2
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                     Year Ended December 31,      From September 7, 1994
                                                    -------------------------        (inception) to
                                                       2003           2002          December 31, 2003
                                                    -----------   -----------     ----------------------
                                                                (consolidated)
<S>                                                 <C>           <C>                  <C>
Revenues                                            $      --     $      --            $      --
                                                    -----------   -----------          -----------
OPERATING EXPENSES

Compensation and related benefits                       115,245       729,150            1,897,584
Professional fees, consulting and commissions           113,740       434,672            1,023,765
Advertising, marketing and promotional costs               --         418,580              902,696
Bad debt expense                                           --           5,958                5,958
General and administrative                               43,941       144,538              993,765
Loss on impairment of property and equipment               --       1,017,549            1,017,549
Loss on impairment of patent license agreement             --         472,118              472,118
Loss on impairment of investment                           --             100                  100
Loss on write-down of inventory                            --         263,133              628,408
Materials, research and development, and tooling           --          73,329              212,099
Rent expense                                              3,400        55,662              255,739
Depreciation and amortization                              --         103,983              443,339
                                                    -----------   -----------          -----------
TOTAL OPERATING EXPENSES                                276,326     3,718,772            7,853,120
                                                    -----------   -----------          -----------
Loss from Operations                                   (276,326)   (3,718,772)          (7,853,120)
                                                    -----------   -----------          -----------

OTHER INCOME (EXPENSES)

Other income                                             15,582          --                 15,582
Interest income                                            --            --                    452
Interest expense                                         (9,164)       (6,000)            (301,349)
Settlement expense                                         --        (228,000)            (228,000)
                                                    -----------   -----------          -----------
TOTAL OTHER INCOME (EXPENSE), NET                         6,418      (234,000)            (513,315)
                                                    -----------   -----------          -----------
NET LOSS                                            $  (269,908)  $(3,952,772)         $(8,366,435)
                                                    ===========   ===========          ===========

Net loss per common share:
Basic
     Net loss per common share                      $     (0.05)  $     (0.77)         $     (4.47)
                                                    ===========   ===========          ===========
Weighted average number of common shares
     outstanding, respectively                        5,993,438     5,143,003            1,871,020
                                                    ===========   ===========          ===========
Diluted
     Net loss per common share                      $     (0.05)  $     (0.77)         $     (4.47)
                                                    ===========   ===========          ===========
Weighted average number of common shares
     outstanding, respectively                        5,993,438     5,143,003            1,871,020
                                                    ===========   ===========          ===========
</TABLE>

            See accompanying notes to financial statements

                                      F-3
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                Statement of Changes in Stockholders' Deficiency
          For the years ended December 31, 2003 and 2002 (consolidated)
   and for the period from September 7, 1994 (inception) to December 31, 2003

<TABLE>

<CAPTION>
                                                 COMMON STOCK              COMMON STOCK ISSUABLE
                                          --------------------------    ---------------------------
                                            SHARES          AMOUNT        SHARES           AMOUNT
                                          -----------    -----------    -----------     -----------
<S>                                       <C>            <C>            <C>             <C>
Balance, September 7, 1994
     (Date of inception)                         --      $      --             --       $      --

Issuance of common stock at                        50           --             --              --
                                          -----------    -----------    -----------     -----------
     incorporation

Balance, December 31, 1996                         50           --             --              --

Net loss                                         --             --             --              --
                                          -----------    -----------    -----------     -----------

Balance, December 31, 1997                         50           --             --              --

Issuance of common stock,
     restated for reverse stock split          21,285             21           --              --

Net loss                                         --             --             --              --
                                          -----------    -----------    -----------     -----------

Balance, December 31, 1998                     21,335             21           --              --

Issuance of common stock for
     services                                 179,630            180           --              --

Conversion of convertible
     debentures                                19,200             19           --              --

Net loss                                         --             --             --              --
                                          -----------    -----------    -----------     -----------

Balance, December 31, 1999                    220,165            220           --              --

Common stock issued in mergers              1,847,800          1,848           --              --

Issuance of common stock for
     services                                 135,750            136           --              --

Common stock issued in exchange
     for licensing agreement                  600,000            600           --              --

Conversion of convertible debentures          674,447            674           --              --

Common stock sold                              12,500             13           --              --

Net loss                                         --             --             --              --
                                          -----------    -----------    -----------     -----------

Balance, December 31, 2000                  3,490,662          3,491           --              --

[table continued]

<CAPTION>
                                          ADDITIONAL           ACCUMULATED
                                          PAID - IN      DURING THE DEVELOPMENT
                                            CAPITAL               STAGE               TOTAL
                                          -----------    ----------------------    -----------
<S>                                       <C>                  <C>                 <C>
Balance, September 7, 1994
     (Date of inception)                  $      --            $      --           $      --

Issuance of common stock at                    24,755                 --                24,755
                                          -----------          -----------         -----------
     incorporation

Balance, December 31, 1996                     24,755                 --                24,755

Net loss                                         --                (41,344)            (41,344)
                                          -----------          -----------         -----------

Balance, December 31, 1997                     24,755              (41,344)            (16,589)

Issuance of common stock,
     restated for reverse stock split       1,841,699                 --             1,841,720

Net loss                                         --               (573,376)           (573,376)
                                          -----------          -----------         -----------

Balance, December 31, 1998                  1,866,454             (614,720)          1,251,755

Issuance of common stock for
     services                                 525,957                 --               526,137

Conversion of convertible
     debentures                                49,981                 --                50,000

Net loss                                         --               (424,987)           (424,987)
                                          -----------          -----------         -----------

Balance, December 31, 1999                  2,442,392           (1,039,707)          1,402,905

Common stock issued in mergers                 35,108                 --                36,956

Issuance of common stock for
     services                                 177,729                 --               177,865

Common stock issued in exchange
     for licensing agreement                  549,400                 --               550,000

Conversion of convertible debentures          879,594                 --               880,268

Common stock sold                              10,237                 --                10,250

Net loss                                         --             (1,789,698)         (1,789,698)
                                          -----------          -----------         -----------

Balance, December 31, 2000                  4,094,460           (2,829,405)          1,268,546

</TABLE>

                 See accompanying notes to financial statements

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                                                 COMMON STOCK              COMMON STOCK ISSUABLE
                                          --------------------------    ---------------------------
                                            SHARES          AMOUNT        SHARES           AMOUNT
                                          -----------    -----------    -----------     -----------
<S>                                       <C>            <C>            <C>             <C>
Stock dividend                                 60,797             61           --              --

Contribution to capital of convertible
     debentures' interest                        --             --             --              --

Issuance of common stock for
     services                                 191,688            192           --              --

Common stock sold                           1,093,408          1,093           --              --

Net loss                                         --             --             --              --
                                          -----------    -----------    -----------     -----------

Balance, December 31, 2001                  4,836,555          4,837           --              --

Issuance of stock for compensation            100,000            100           --              --

Issuance of stock for legal                    85,000             85           --              --

Issuance of stock for marketing               110,000            110           --              --

Issuance of stock for consulting               66,500             66        250,000             250

Issuance of stock for cash                       --             --           90,000              90

Issuance of stock for wages                    70,500             71           --              --

Net loss, as previously reported                 --             --             --              --

Effect of restatement (Note 16)                  --             --             --              --
                                          -----------    -----------    -----------     -----------

Balance, December 31, 2002                  5,268,555          5,269        340,000             340

Previously issuable stock issued              250,000            250       (250,000)           (250

Issuance of stock for compensation            165,000            165           --              --

Issuance of stock for consulting               45,000             45           --              --

Issuance of stock for legal                   205,000            205           --              --

Issuance of stock for cash                       --             --          251,750             252

Issuance of fractional shares                     192           --             --              --

Net loss                                         --             --             --              --
                                          -----------    -----------    -----------     -----------

BALANCE, DECEMBER 31, 2003                  5,933,747    $     5,934        341,750     $       342
                                          ===========    ===========    ===========     ===========

[table contiued]

<CAPTION>
                                          ADDITIONAL           ACCUMULATED
                                          PAID - IN      DURING THE DEVELOPMENT
                                            CAPITAL               STAGE               TOTAL
                                          -----------    ----------------------    -----------
<S>                                       <C>                  <C>                 <C>
Stock dividend                                    (61)                --                  --

Contribution to capital of convertible
     debentures' interest                     263,303                 --               263,303

Issuance of common stock for
     services                                 361,233                 --               361,425

Common stock sold                             804,907                 --               806,000

Net loss                                         --             (1,314,350)         (1,314,350)
                                          -----------          -----------         -----------

Balance, December 31, 2001                  5,523,842           (4,143,755)          1,384,924

Issuance of stock for compensation            432,680                 --               432,780

Issuance of stock for legal                   134,715                 --               134,800

Issuance of stock for marketing               428,890                 --               429,000

Issuance of stock for consulting              230,024                 --               230,340

Issuance of stock for cash                     26,910                 --                27,000

Issuance of stock for wages                    62,082                 --                62,153

Net loss, as previously reported                 --             (3,741,626)         (3,741,626)

Effect of restatement (Note 16)                  --               (211,146)           (211,146)
                                          -----------          -----------         -----------

Balance, December 31, 2002                  6,839,143           (8,096,527)         (1,251,775)

Previously issuable stock issued                 --                   --                  --

Issuance of stock for compensation             66,335                 --                66,500

Issuance of stock for consulting               10,455                 --                10,500

Issuance of stock for legal                    57,795                 --                58,000

Issuance of stock for cash                     11,248                 --                11,500

Issuance of fractional shares                    --                   --                  --

Net loss                                         --               (269,908)           (269,908)
                                          -----------          -----------         -----------

BALANCE, DECEMBER 31, 2003                $ 6,984,976          $(8,366,435)        $(1,375,183)
                                          ===========          ===========         ===========

</TABLE>

                 See accompanying notes to financial statements

                                      F-5
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                    From September 7, 1994
                                                      Year ended December 31,           (Inception) to
                                                      2003               2002          December 31, 2003
                                                   -----------       -----------    ----------------------
                                                                   (consolidated)
<S>                                                <C>               <C>                  <C>
Cash Flows from Operating Activities:
Net loss                                           $  (269,908)      $(3,952,772)         $(8,366,435)
Adjustments to reconcile net loss to net cash
   used in operating activities:
Stock issued for compensation, legal,
   marketing, consulting and wages                     135,000         1,289,072            2,537,001
Depreciation and amortization                             --             103,983              443,339
Bad debt expense                                          --               5,958                5,958
Settlement expense                                        --             228,000              228,000
Loss on impairment of property and equipment              --           1,017,549            1,017,549
Loss on impairment of patent license agreement            --             472,118              472,118
Loss on impairment of investment                          --                 100                  100
Loss on write-down of inventory                           --             263,133              628,408
Changes in operating assets and liabilities:              --
(Increase) decrease in:                                   --
     Other receivables                                    --               6,004               (5,958)
     Inventory                                            --               1,167             (628,408)
     Other assets                                         --                --                (15,575)
Increase (decrease) in:                                   --
     Accounts payable and accrued expenses              84,322           198,701              283,875
                                                   -----------       -----------          -----------
NET CASH USED IN OPERATING ACTIVITIES                  (50,586)         (366,987)          (3,400,028)
                                                   -----------       -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                      --                --             (1,380,560)
Acquisition of equipment                                  --             (21,690)             (21,690)
Investment in Medial Marketing, Inc.                      --                (100)                (100)
                                                   -----------       -----------          -----------
NET CASH USED IN INVESTING ACTIVITIES                     --             (21,790)          (1,402,350)
                                                   -----------       -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft                                             293              --                    293
Proceeds from loan payable, officer                     29,093           201,627              243,872
Proceeds from loans and notes payable                    9,700            50,000               59,700
Proceeds from stock issuance                            11,500            27,000            3,247,113
Proceeds from convertible debenture                       --                --              1,251,400
                                                   -----------       -----------          -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES               50,586           278,627            4,802,378
                                                   -----------       -----------          -----------

Net Decrease in Cash                               $      --         $  (110,150)         $      --

Cash at Beginning of Period                               --             110,150                 --
                                                   -----------       -----------          -----------

CASH AT END OF YEAR                                $      --         $      --            $      --
                                                   ===========       ===========          ===========

Supplemental disclosure of non-cash investing
   and financing activities:

      Issuance of common stock in exchange
        for patent licensing agreement             $      --         $      --          $   550,000                550,000
                                                   ===========       ===========          ===========            ===========
</TABLE>

                                      F-6
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

(1) BACKGROUND

P.D.C. Innovative Industries, Inc. (the "Company") was organized in the state of
Nevada on September 7, 1994. On January 22, 1998, a merger was effected between
Kenneth C. Garcia, Inc. and the Company. On March 2, 2000, the Company exchanged
shares with MAS Acquisition XIV Corp. ("MAS"), a reporting company under the
Securities Exchange Act of 1934. As a result, the Company became the parent
company to MAS, its wholly-owned subsidiary. On July 6, 2000, Sterile-Pro, Inc.
was merged into the Company (See Note 3).

At December 31, 2003, the Company is in the development stage. Activities during
the development stage primarily included research and development and raising
capital. In 2003, the Company ceased all operating activities.

On February 16, 2004, the Company, for financial accounting purposes was
acquired by Ragin' Ribs, Inc. ("RRI") in a transaction treated as a
recapitalization of RRI (See note 16).

(2) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a) Going Concern

         As reflected in the accompanying financial statements, the Company has
         a net loss of $269,908 and net cash used in operations of $50,586 in
         2003 and a working capital deficiency of $1,375,183, deficit
         accumulated during the development stage of $8,366,435 and a
         stockholders' deficiency of $1,375,183 at December 31, 2003. In
         addition, the Company is in the development stage and in default on a
         note payable and certain other liabilities at December 31, 2003. The
         Company has ceased all operating activities during 2003. The ability of
         the Company to continue as a going concern is dependent on the
         Company's ability to further implement its business plan, raise
         capital, and generate revenues. The financial statements do not include
         any adjustments that might be necessary if the Company is unable to
         continue as a going concern.

         At December 31, 2003, the Company is in the development stage and its
         continued existence is dependent upon the Company's ability to resolve
         its liquidity problems, principally by obtaining additional debt
         financing and/or equity capital at December 31, 2003. The Company has
         yet to generate an internal cash flow, and until the sale of its
         product may begin, the Company is very dependent upon debt and equity
         funding. During 2003, the only debt funding received was from the
         Company's president (See Notes 9 and 11).

         The Company does not presently intend to continue the development and
         marketing of its product and ceased all operating activities in 2003.
         As a result of these factors, there exists substantial doubt about the
         Company's ability to continue as a going concern. However, upon the
         Company's merger with RRI in 2004, the Company, for financial
         accounting purposes was acquired by RRI in a transaction treated as a
         recapitalization of RRI (See Note 16), the Company intends to continue
         the operation of RRI and the franchising of its fast casual restaurant
         system.

                                      F-7
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

         (b) Basis of Presentation

         The financial statements of the Company are presented as if the Company
         will continue as a going concern. No adjustments have been made to the
         values of the assets or liabilities of the Company as of December 31,
         2003. (See Note 2(a))

         (c) Principles of Consolidation

         For 2002, the accompanying financial statements include the accounts of
         the Company and its inactive Subsidiary. All significant intercompany
         balances and transactions had been eliminated in consolidation as of
         December 31, 2002. The financial statements in 2003 are not
         consolidated as the subsidiary was dissolved.

         (d) Use of estimates

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America 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.

         Significant estimates in 2003 and 2002 include an estimate of the
         deferred tax asset valuation allowance, valuation of inventory and
         other assets and valuation of non-cash capital stock issuances.

         (e) Cash and cash equivalents

         Holdings of highly liquid investments with original maturities of three
         months or less and investment in money market funds are considered to
         be cash equivalents by the Company.

         (f) Inventory

         Inventory, consisting principally of raw materials, work-in-process and
         finished goods, are carried at the lower of cost or market. Cost is
         determined using the first-in, first-out (FIFO) method. At December 31,
         2002, all inventories on hand were written down to their net realizable
         value of $0. Accordingly, the Company charged $263,133 to operations at
         December 31, 2002 (See Note 4).

                                      F-8
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

         (g) Property and equipment

         Property and equipment are stated at cost, less accumulated
         depreciation and amortization. Depreciation and amortization are
         computed using straight-line methods over the estimated useful lives of
         the related assets. At December 31, 2002, all fixed assets on hand were
         deemed to be fully impaired as defined by SFAS No. 144. Accordingly,
         the Company charged $1,017,549 to operations at December 31, 2002 (See
         Note 5).

         (h) Net loss per share

         Basic net income (loss) per common share (Basic EPS) excludes dilution
         and is computed by dividing net income (loss) by the weighted average
         number of common shares outstanding during the year. Diluted net income
         (loss) per share (Diluted EPS) reflects the potential dilution that
         could occur if stock options or other contracts to issue common stock,
         such as convertible notes, were exercised or converted into common
         stock. At December 31, 2003 and 2002, respectively, there were no
         common stock equivalents outstanding, which may dilute future earnings
         per share.

         (i) Patent license agreement

         The patent license agreement was amortized over its useful life. During
         2002, in accordance with SFAS No. 144, the Company fully impaired its
         patent license. Accordingly, the Company charged $472,118 to operations
         at December 31, 2002 (See Notes 1(k) and 6).

         (j) Stock-based compensation

         The Company accounts for stock options issued to employees in
         accordance with the provisions of Accounting Principles Board ("APB")
         Opinion No. 25, "Accounting for Stock Issued to Employees," and related
         interpretations. As such, compensation cost is measured on the date of
         grant as the excess of the current market price of the underlying stock
         over the exercise price. Such compensation amounts are amortized over
         the respective vesting periods of the option grant. The Company adopted
         the disclosure provisions of SFAS No. 123 "Accounting for Stock-Based
         Compensation," and SFAS No. 148 "Accounting for Stock Based
         Compensation-Transition and Disclosure," which permits entities to
         provide pro forma net income (loss) and pro forma earnings (loss) per
         share disclosures for employee stock option grants as if the
         fair-valued based method defined in SFAS No. 123 had been applied.

         The Company accounts for stock options or warrants issued to
         non-employees for goods or services in accordance with the fair value
         method of SFAS No. 123. Under this method, the Company records an
         expense equal to the fair value of the options or warrants issued. The
         fair value is computed using an options pricing model.

                                      F-9
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

         (k) Long-lived assets

         The Company reviews long-lived assets and certain identifiable assets
         related to those assets for impairment whenever circumstances and
         situations change such that there is an indication that the carrying
         amounts may not be recoverable. If the undiscounted cash flows of the
         long-lived assets are less than the carrying amount, their carrying
         amounts are reduced to fair value, and an impairment loss is
         recognized. During 2002, the Company recorded and charged to operations
         an impairment loss of $1,489,667 related to (a) equipment owned by the
         Company that was inaccessible and (b) patent license agreement (See
         Notes 1(i) and 5).

         (l) Income taxes

         The Company accounts for income taxes under the Financial Accounting
         Standards No. 109 "Accounting for Income Taxes" ("Statement 109").
         Under Statement 109, deferred tax assets and liabilities are recognized
         for the future tax consequences attributable to differences between the
         financial statement carrying amounts of existing assets and liabilities
         and their respective tax bases. Deferred tax assets and liabilities are
         measured using enacted tax rates expected to apply to taxable income in
         the years in which those temporary differences are expected to be
         recovered or settled. Under Statement 109, the effect on deferred tax
         assets and liabilities of a change in tax rates is recognized in income
         in the period, which includes the enactment date.

         (m) Fair Value of Financial Instruments

         Statement of Financial Accounting Standards No. 107, "Disclosures about
         Fair Value of Financial Instruments," requires disclosures of
         information about the fair value of certain financial instruments for
         which it is practicable to estimate the value. For purpose of this
         disclosure, the fair value of a financial instrument is the amount at
         which the instrument could be exchanged in a current transaction
         between willing parties, other than in a forced sale or liquidation.

         The carrying amounts of the Company's short-term financial instruments,
         including accounts payable, settlement payable, loan payable - officer,
         loans payable - other, and note payable - stockholder approximate fair
         value due to the relatively short period to maturity for these
         instruments.

         (n) Reclassifications

         Certain amounts in the prior period- financial statements have been
         reclassified to conform to the 2003 presentation.

                                      F-10
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

         (o) New Accounting Pronouncements

         The Financial Accounting Standards Board has recently issued several
         new accounting pronouncements, which may apply, to the Company.

         In May 2003, the FASB issued SFAS No. 149; Amendment of Statement 133
         on Derivative Instruments and Hedging Activities ("SFAS 149") which
         provides for certain changes in the accounting treatment of derivative
         contracts. SFAS 149 is effective for contracts entered into or modified
         after June 30, 2003, except for certain provisions that relate to SFAS
         No. 133 Implementation Issues that have been effective for fiscal
         quarters that began prior to June 15, 2003, which should continue to be
         applied in accordance with their respective effective dates. The
         guidance should be applied prospectively. The adoption of SFAS 149 did
         not have a material impact on the Company's financial position, results
         of operations or liquidity.

         In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity ("SFAS 150"). This new statement changes the accounting for
         certain financial instruments that, under previous guidance, issuers
         could account for as equity. It requires that those instruments be
         classified as liabilities in balance sheets. Most of the guidance in
         SFAS 150 is effective for all financial instruments entered into or
         modified after May 31, 2003, and otherwise is effective at the
         beginning of the first interim period beginning after June 15, 2003.
         The adoption of SFAS 150 did not have a material impact on the
         Company's financial position, results of operations or liquidity.

         In November 2002, the FASB issued FASB Interpretation No. 45,
         "Guarantor's Accounting and Disclosure Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Others" ("FIN 45").
         FIN 45 requires that a liability be recorded in the guarantor's balance
         sheet upon issuance of a guarantee. In addition, FIN 45 requires
         disclosures about the guarantees that an entity has issued, including a
         reconciliation of changes in the entity's product warranty liabilities.
          The initial recognition and initial measurement provisions of FIN 45
         are applicable on a prospective basis to guarantees issued or modified
         after December 31, 2002, irrespective of the guarantor's fiscal
         year-end. The disclosure requirements of FIN 45 are effective for the
         Company for financial statements of interim periods beginning July 1,
         2003. The adoption of FIN 45 did not have a material impact on the
         Company's financial position, results of operations, or liquidity.

         In January 2003, the FASB issued FASB Interpretation No. 46,
         "Consolidation of Variable Interest Entities" ("FIN 46"), which
         represents an interpretation of Accounting Research Bulletin No. 51
         ("ARB 51"), "Consolidated Financial Statements". ARB 51 requires that a
         company's financial statements include subsidiaries in which the
         company has a controlling financial interest. That requirement usually
         has been applied to subsidiaries

                                      F-11
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

         in which the company has a majority voting interest. However, the
         voting interest approach is not effective in identifying controlling
         financial interests in entities (referred to as " variable interest
         entities") that are not controllable through voting interests or in
         which the equity investors do not bear the residual economic risks. FIN
         46 provides guidance on identifying variable interest entities and on
         assessing whether a company's investment in a variable interest entity
         requires consolidation thereof. FIN 46 is effective immediately for
         investments made in variable interest entities after January 31, 2003
         and it is effective in the first fiscal year or interim period
         beginning after June 15, 2003 for investments in variable interest
         entities made prior to February 1, 2003. The adoption of FIN 46 did not
         have a material impact on the Company's financial position, results of
         operations, or liquidity.

(3) MERGERS

On July 6, 2000, the Company merged with Sterile-Pro, Inc., with the Company
being the survivor. The merger was accomplished through the issuance of
33,000,000 shares of the Company's common stock. Sterile-Pro was a Florida
corporation whose principal asset was the rights to develop and market a device
know as the Hypo-Pro 2000, pursuant to the licensing agreement signed on June 8,
2000. (See Note 15)

On February 16, 2004, the Company completed a merger with RRI. For financial
accounting purposes, the Company was acquired by RRI in a transaction treated as
a recapitalization of RRI (See note 16). The merger involved an exchange of
shares where each outstanding share of Ragin' Ribs, Inc.'s Common Stock and
Class A Preferred Stock were converted into one share of PDC's Common Stock and
Class A Preferred Stock, respectively. The Company plans to continue and expand
upon the operations of RRI, a fast casual restaurant franchising company located
in Tampa, Florida.

See complete discussion of merger at Note 16.

(4) INVENTORY

During 2002, the Company experienced severe financial difficulties; unable to
generate positive operating cash flow and having general liquidity problems, the
Company could not make its regularly scheduled operating lease payments (see
Note 16). As a result, the Company's landlord locked down the Company's leased
warehouse space and all fixed assets and inventory contained within.
Accordingly, at December 31, 2002 the Company had written down its inventory to
its net realizable value of $0 and charged $263,133 to operations at December
31, 2002. As of December 31, 2003, the Company has still been unable to meet its
current obligations and all related assets are deemed to be fully impaired (see
Notes 5 and 16).

                                      F-12
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

(5) PROPERTY AND EQUIPMENT

During 2002, in order to reflect the financial difficulties the Company was
experiencing, the Company fully impaired the remaining net book value related to
its fixed assets, accordingly, the Company recorded and charged to operations an
impairment loss of $1,017,549 related to property and equipment owned by the
Company that was inaccessible (See Notes 4 and 16).

Depreciation expense for the years ended December 31, 2003 and 2002 was $0 and
$64,086, respectively.

(6) OTHER ASSETS

During June 2000, the Company finalized an exclusive patent license agreement
with its then, chief executive officer. Pursuant to the terms of the agreement,
the Company was granted the exclusive rights to modify, customize, maintain,
incorporate, manufacture, sell, and otherwise utilize and practice the Patent,
all improvements thereto and all technology related to the process, throughout
the world. The license shall apply to any extension or re-issue of the Patent.
The term of license is for the life of the Patent and any renewal thereof,
subject to termination, under certain conditions. As consideration for the
License, the Company issued to the officer 600,000 shares of common stock (See
Note 15). The License agreement has been recorded at the historical cost basis
of the chief executive officer, who owned the rights to develop the patents (See
Note 11).

During 2002, the Company was unable to progressively move forward with its
patent license agreement. As such, the Company deemed the patent to be fully
impaired. Accordingly, at December 31, 2002 the Company charged the net book
value of $472,118 to operations.

During 2002, the Company acquired an investment in Global Medical Marketing,
Inc. ("Global") for $100. In exchange, the Company received 10,000,000 shares of
Global's common stock and gave Global's subsidiary, Medical Marketing
Innovations, Inc. exclusive rights under a patent sub-license and royalty
agreement. Based on the termination of this agreement in May 2003, the Company
deemed the investment to be fully impaired. Accordingly, at December 31, 2002
the Company charged $100 to operations. (See Note 15)

License amortization expense for the years ended December 31, 2003 and 2002 was
$0 and $39,898, respectively.

(7) ACCRUED EXPENSES

Accrued expenses consist of the following as of December 31, 2003:

      Accrued interest payable (See Note 8)                   $        15,164
      Accrued wages payable-officer (See Note 10)                      21,000
      Payroll taxes payable                                            26,543
                                                                 ------------
      Balance                                                 $        62,707
                                                                 ============

                                      F-13
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

(8) NOTE PAYABLE - STOCKHOLDER

On April 25, 2002, a stockholder of the Company loaned the Company $50,000 for
working capital. The loan bears interest at 18%, is unsecured and due October
25, 2003. At December 31, 2003, the Note principal and related accrued interest
remained in default. In February 2004, the note was extended to October 25, 2004
(See Note 16). Under the original terms of the note, and at the option of the
Company, all principal and related accrued interest may be repaid in cash or a
sufficient number of shares of common stock. As of December 31, 2003, the
Company has accrued $15,164 in related accrued interest. At December 31, 2003
and 2002, and the Company has charged $9,164 and $6,000, respectively to
operations for interest expense.

(9) LOAN PAYABLE - OFFICER

During 2003, the Company continued to receive operating capital from its
President. During 2003 and 2002 and for the period from September 7, 1994
(inception) to December 31, 2003, the Company received $29,093, $201,627 and
$243,872, respectively, in additional proceeds. At December 31, 2003, the
Company owes $243,872 to its President. The loans are non-interest bearing,
unsecured and due on demand and were settled in connection with the merger. (See
Notes 11 and 16)

(10) LOANS PAYABLE - OTHER

In January 2003, the Company received working capital funds of $1,700. The loan
was non-interest bearing, due on demand and unsecured.

In November 2003, the Company received working capital funds of $8,000 in
exchange for a loan payable. The loan was non-interest bearing, due on demand
and unsecured. In March 2004, the lender was offered the option to convert the
loan to common stock (See Note 16).

(11) RELATED PARTY TRANSACTIONS

During 2003, the Company received proceeds of $29,093 in operating capital from
its President (see Note 9). This funding from the President represents a
concentration of the Company's total debt financing received during 2003. During
2002, the Company received $201,627 in operating capital from its President. For
the period from September 7, 1994 (inception) to December 31, 2003, the Company
had received $243,872 in operating capital from its President.

See Note 6 regarding patents.

See Notes 15(a) and 16 regarding stock issuances.

(12) CONVERTIBLE DEBENTURES AND SETTLEMENT PAYABLE

Prior to the merger with the Company, Sterile-Pro, Inc. entered into a
subscription agreement with the purchasers of the 8% Series Senior Subordinated
Convertible Redeemable Debentures

                                      F-14
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

(the "Debentures") on July 12, 2000. The purchasers agreed to purchase
$1,000,000 of the Company's Debentures at 90% of the face amount. The Debentures
were to mature on July 12, 2002. The Debentures had become an obligation of the
Company as a result of the merger.

The holders of the Debentures were entitled, at their option, at any time to
convert all or any amount over $10,000 of the principal face amount of these
Debentures then outstanding into freely trading stock of the Company without
restrictive legend. The conversion price was to be equal to 75% of the lowest
closing bid price of the common stock as reported for any of the three
consecutive trading days immediately preceding the date of receipt by the
Company of each notice of conversion. As a result, the Company recorded a
premium discount at issuance on the Debentures in the aggregate amount of
$231,010. This amount is included in the cost of the common shares during the
amortization period, which began when the shares were initially converted during
the year ended December 31, 2000. Accordingly, $103,382 was included to the cost
of the shares converted as additional paid-in capital. No fractional shares will
be issued on conversion, but the number of share issuable shall be rounded to
the nearest whole share.

During the year ended December 31, 2000, the Company issued a total of 674,447
shares of its common stock in conversion of $880,268 of convertible Debentures.
Approximately $492,400, or 354,791 shares, was converted from the convertible
Debentures issued during the prior fiscal year. As of December 31, 2000, accrued
interest on the remaining $639,943 of Debentures amounted to $16,884.

During July 2001, a lawsuit was filed by the holders of the Debentures alleging
breach of financial obligation by the Company. Prior to the Company filing an
answer and/or counterclaim to the suit, the plaintiffs agreed to drop the
lawsuit, and the Company did not have to pay any monies to the plaintiffs as
settlement on the suit. On November 21, 2001, the suit was dismissed with
prejudice, and each of the parties were responsible for their own legal fees and
costs. As a result of this settlement, the Company is required to donate to the
charity of their choice the remaining amount due on such Debentures of $559,443
at December 31, 2002. The Company shall endeavor to utilize its best efforts to
fulfill its obligation and satisfy this debt. The balance of this obligation has
been classified as a short-term liability on the December 31, 2003 balance
sheet.

(13) LEASES AND LEGAL MATTERS

The Company leases its office and warehouse space under an operating lease
expiring in August 2005. In October 2002, the Company was locked out of its
warehouse for failure to pay rent. The Company has not been released from its
obligation (See Notes 4, 5 and 16). In October 2002, a judgment of approximately
$228,000 was entered against the Company. The entire balance was accrued at
December 31, 2003 and 2002 and is reflected in operations in 2002 as a charge to
settlement expense.

In March 2004, a Settlement and Release Agreement was entered into between the
landlord and the Company. The Company agrees to pay the landlord $25,000 and
execute a promissory note

                                      F-15
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

with 10% interest, due June 30, 2004. Additionally, with the execution of this
agreement the landlord shall return the equipment to the Company (See Note 16).

Rent expense for the years ending December 31, 2003, 2002, and for the period
from September 7, 1994 (inception) to December 31, 2003 was $3,400, $55,662 and
$255,739, respectively.

The Company had entered into an equity funding agreement in 2001 with IDT Group,
Inc. ("IDT"). Subsequent disputes regarding this funding agreement arose. The
Company tried to settle this dispute in 2002. Their have been no communications
between the Company and IDT since 2002 regarding these matters. At December 31,
2003, the Company has been advised by counsel that a probable outcome can not be
determined. Additionally, no amount of potential loss or range of loss could be
determined.

(14) INCOME TAXES

There was no income tax expense for the periods ended December 31, 2003 and 2002
due to the Company's net losses.

The Company's tax expense differs from the "expected" tax expense for the
periods ended December 31, 2003 and 2002, (computed by applying the Federal
Corporate tax rate of 34% to loss before taxes), as follows:

<TABLE>
<CAPTION>
                                                             2003              2002
                                                        --------------    --------------
<S>                                                    <C>               <C>
      Computed "expected" tax expense (benefit)        $      (91,769)   $   (1,343,942)
      Non deducted stock based expenses                        45,900           438,284
      Change in valuation allowance                            45,869           905,658
                                                        --------------    --------------
                                                       $         -       $         -
                                                        ==============    ==============
</TABLE>

The tax effects of temporary differences that gave rise to significant portions
of deferred tax assets and liabilities at December 31, 2003 are as follows:

                                                                        2003
                                                                 -----------
      Deferred tax assets:                                                 -
      Net operating loss carryforward                              2,247,607
                                                                 -----------
      Total gross deferred tax assets                              2,247,607
      Less valuation allowance                                    (2,247,607)
                                                                 -----------
      Net deferred tax assets                                 $          -
                                                                 ===========

At December 31, 2003, the Company has a net operating loss carryforward of
approximately $6,611,000 available to offset future taxable income in years
beginning 2018 through 2023. Due to the change in business resulting from the
merger in 2004, the entire net operating loss carryforward will not be usable
for tax purposes.

                                      F-16
<PAGE>

                        P.D.C. INNOVATIVE INDUSTRIES, IN
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

The valuation allowance at December 31, 2002 was $2,201,738. The net change in
valuation allowance during the year ended December 31, 2003 was an increase of
$45,869.

(15) STOCKHOLDERS' DEFICIENCY

         (a)  Common Stock

         On January 1, 1999, the Company's Board of Directors adopted a
         resolution to effect a 1 for 40 reverse common stock split.

         On December 2, 2003, the Company's Board of Directors adopted a
         resolution to effect a 1 for 20 reverse common stock split.

         All share and per share information in the accompanying financial
         statements has been retroactively restated to reflect the reverse
         splits.

         On September 7, 1994 (inception), the Company issued 50 shares to its
         founders having a fair value of $24,755.

         During the years ended December 31, 1997 and 1998, a total of 21,385
         shares of common stock were issued for cash and other consideration,
         after giving effect to the reverse stock split.

         The Company issued 100,000 shares of common stock to Sterile-Pro, Inc.
         on April 5, 1999 as consideration for the Company to complete the
         development of the Hypo-Pro 2000 device. In addition, during the year
         ended December 31, 1999, a total of 15,000 shares of stock were issued
         to a company for services rendered, a total of 64,630 shares were
         issued to unrelated third parties, and 19,200 shares were issued upon
         the conversion of $50,000 of convertible Debentures.

         During the year ended December 31, 2000, the Company issued a total of
         3,270,497 shares of its common stock. The conversion of the Company's
         convertible Debentures, accounted for the issuance of 674,447 shares
         ($880,268). The remaining 2,596,050 shares were issued as follows:

                  1.    Services rendered by independent consultants in exchange
                        for 135,750 shares. Consulting and promotion expenses of
                        $177,865 ($1.31 per share) were charged as the fair
                        market value of the stock on the date of issuance.

                  2.    The Company sold 12,500 shares on September 29, 2000 in
                        a Regulation D offering and received cash proceeds of
                        $10,250 ($0.82 per share).

                  3.    On June 8, 2000, the Company issued to its chief
                        executive officer 600,000 shares ($1,440,000 or $2.40
                        per share) as consideration for an exclusive patent
                        license agreement (see Notes 6 and 11). The excess of
                        the fair

                                      F-17
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

                        market value of the common stock over the historical
                        cost basis of the patent license was recorded as a
                        distribution to the shareholder; recorded as a reduction
                        to additional paid-in capital of $890,000.

                  4.    On July 6, 2000, the Company merged with Sterile-Pro,
                        Inc., with the Company being the survivor. The merger
                        was accomplished through the issuance of 1,650,000
                        shares of the Company's common stock.

                  5.    The remaining 197,800 shares were issued during March
                        2000 as a result of the Company merging with MAS XIV
                        Acquisition Corp., a reporting entity.

         During the year ended December 31, 2001, the Company issued a total of
         1,345,893 shares of its common stock, as follows:

                           1.   The Company approved and issued a 5% stock
                                dividend (60,797 shares) to its shareholders.
                                The officers and directors declined the stock
                                dividend.

                           2.   Services rendered by independent consultants in
                                exchange for 191,688 shares. Consulting and
                                legal expenses of $361,425 ($1.89 per share) was
                                charged as the fair market value of the stock on
                                the dates of issuance.

                           3.   The Company sold a total of 1,093,408 shares of
                                its common stock during the year and received
                                cash proceeds totaling $806,000 ($0.74 per
                                share).

         During the year ended December 31, 2002, the Company issued or became
         obligated to issue a total of 772,000 shares of its common stock. The
         stock issuances for 2002 are as follows. Fair value is based on the
         quoted trading price of the common stock at the grant date:

             1.  The Company issued 100,000 shares of its common stock for
                 compensation to its President for services rendered totaling
                 $432,780 ($4.33 per share). (See Note 11).

             2.  The Company issued 85,000 shares of its common stock for legal
                 fees for services rendered totaling $134,800 ($3.90 per share).

             3.  The Company issued 110,000 shares of its common stock for
                 marketing fees for services rendered totaling $429,000 ($3.90
                 per share).

             4.  The Company granted 316,500 shares of its common stock for
                 consulting fees totaling $230,340 ($0.73 per share).

                                      F-18
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

             5.  The Company issued 70,500 shares of its common stock as
                 compensation to employees totaling $62,153 ($0.88 per share).

             6.  In October 2002, the Company sold 90,000 shares of its common
                 stock for cash to unrelated third parties totaling $27,000
                 ($0.30 per share).

         On January 24, 2002, the Company's Board of Directors adopted a
         resolution to increase the number of authorized shares of common stock
         to 125,000,000 shares.

         During the year ended December 31, 2003, the Company issued a total of
         665,192 shares of its common stock. Also, the Company sold 233,000
         shares of common stock for cash of which these shares remain issuable
         at December 31, 2003. The stock issuances for 2003 are as follows. Fair
         value for non cash issuances is based on the quoted trading price of
         the common stock at the grant date:

             1.  On January 17, 2003, the Company issued 55,000 shares of its
                 common stock for services. Of the total shares issued, 20,000
                 shares were issued as compensation to employees and 35,000
                 shares were issued for legal fees. The fair value of the common
                 stock issued is based on the quoted trading price of the common
                 stock at the date of issuance, which aggregated $33,000 or
                 $0.60 per share.

             2.  On January 23, 2003, 250,000 shares of common stock previously
                 classified as issuable were issued.

             3.  On February 21, 2003, pursuant to the Company's prior agreement
                 to issue over a three year period 300,000 shares of its common
                 stock to its deceased founder and former Chief Executive
                 Officer for services rendered of which 100,000 were previously
                 issued in 2002, the Company issued 100,000 shares of common
                 stock as compensation to its current President in her capacity
                 as the sole beneficiary of the estate of such person. The fair
                 value of the common stock issued is based on the quoted trading
                 price of the common stock at the date of issuance, which
                 aggregated $44,000 or $0.44 per share (See Note 11).

             4.  On March 14, 2003, the Company issued 60,000 shares of its
                 common stock for services. Of the total shares issued, 15,000
                 shares were issued as compensation to employees, 15,000 shares
                 were issued for consulting fees and 30,000 shares were issued
                 for legal fees. The fair value of the common stock issued is
                 based on the quoted trading price of the common stock at the
                 date of issuance, which aggregated $18,000 or $0.30 per share.

             5.  On June 19, 2003, the Company issued 100,000 shares of its
                 common stock for services. Of the total shares issued, 10,000
                 shares were issued as compensation to employees, 15,000 shares
                 were issued for consulting fees and 75,000 shares were

                                      F-19
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

                 issued for legal fees. The fair value of the common stock
                 issued is based on the quoted trading market price of the
                 common stock at the date of issuance, which aggregated $20,000
                 or $0.20 per share.

             6.  On September 5, 2003, the Company issued 100,000 shares of its
                 common stock for services. Of the total shares issued, 20,000
                 shares were issued as compensation to employees, 15,000 shares
                 were issued for consulting fees and 65,000 shares were issued
                 for legal fees. The fair value of the common stock issued is
                 based on the quoted trading market price of the common stock at
                 the date of issuance, which aggregated $20,000 or $0.20 per
                 share.

         (b) Common Stock Issuable

         On March 24, 2003, the Company sold 12,500 shares of its common stock
         for $0.16 per share and received proceeds of $2,000. These shares
         remain issuable at December 31, 2003.

         On May 29, 2003, the Company sold 6,250 shares of its common stock for
         $0.16 per share and received proceeds of $1,000. The 6,250 shares
         remain issuable at December 31, 2003.

         During July, August and September 2003, the Company sold 233,000 shares
         of its common stock for $.036 per share and received proceeds of
         $8,500. The 233,000 shares remain issuable at December 31, 2003 (See
         Note 16).

         (c) Corporate Matters

         On December 2, 2003, the Company's Board of Directors adopted a
         resolution to authorize 210,000,000 shares of $0.001 par value stock.
         Of the total, 200,000,000 were designated as common stock and
         10,000,000 were designated as preferred stock. The Certificate of
         Amendment was effective with the State of Nevada on January 5, 2004.

         (d) Fractional Shares

         As a result of Company stock splits, certain fractional share issuances
         were issued. During the period September 7, 1994 (inception) through
         December 31, 2003, the Company had issued 192 fractional shares having
         a fair value of $0.

(16)     SUBSEQUENT EVENTS

         (a) Merger

         On February 13, 2004, the Company entered into a Plan of Reorganization
         and Merger Agreement (the "Merger Agreement") between P.D.C.
         Acquisition Corp., a wholly-owned subsidiary of the Company ("Company
         Sub"), RRI and its wholly-owned subsidiary Ragin' Ribs Franchise Corp.
         ("RRFC"). Pursuant to the terms of the Merger

                                      F-20
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

         Agreement, the following occurred as of February 16, 2004, the date
         articles of merger were filed with the Florida Secretary of State: (i)
         Company Sub merged with and into RRI (the "Surviving Corporation"),
         which became a wholly- owned subsidiary of the Company; (ii) the
         established offices and facilities of RRI became the established
         offices and facilities of the Surviving Corporation and the Company;
         (iii) each outstanding share of RRI common stock was converted into one
         share of Company Stock, and each outstanding share of RRI Class A
         Preferred Stock was converted into one share of Company Class A
         Preferred Stock; (iv) any shares of RRI common stock and RRI Class A
         Preferred Stock held in the treasury of RRI immediately prior to the
         effective time of the merger were automatically canceled and
         extinguished without any conversion thereof and no payment of any type
         was or shall be made with respect thereto; (v) each share of Company
         Sub common stock issued and outstanding immediately prior to the
         effective time of the merger was converted into one share of common
         stock of the Surviving Corporation; and (vi) each warrant to purchase
         shares of RRI common stock became exercisable for one share of Company
         Stock for each one share of RRI Stock to which each such warrant
         related, without any adjustment in the exercise price per share or any
         other terms and conditions thereof.

         As a direct result of the merger, the former shareholders of RRI owned
         approximately 87% of the issued and outstanding shares of common stock
         of the Company (including 225,000 shares of the Company's common stock
         underlying warrants, but excluding shares of the Company's common stock
         which may be acquired upon conversion of 36,301 shares of the Company's
         Class A Preferred Stock as follows: six months after their acquisition
         of the Company's Class A Preferred Stock, holders thereof can convert,
         at their option, to common stock of the Company based on a 50% discount
         to the 30 day average closing price immediately prior to the conversion
         date).

         The following table represents the shares of the Company's common stock
         issued and outstanding immediately post-merger (excluding 205,000
         shares of the Company's common stock underlying presently exercisable
         warrants at $.10 per share through November 30, 2006, 20,000 shares of
         the Company's common stock underlying presently exercisable warrants at
         $.50 per share through August 31, 2006 and shares of common stock
         underlying the Company's Class A Preferred Stock; see discussion above:

              Pre-merger Shareholders of the Company                 6,291,794
              Former Shareholders of RRI                            43,941,800

         In connection with the merger, the officers and directors of RRI have
         become the officers, in their same prior capacities, and directors of
         the Company, the Bylaws as presently adopted will continue as the
         bylaws of the Company and the officers and directors of the Company
         pre-merger have resigned.

         Immediately following the effective date of the merger, February 16,
         2004, the Company had 50,233,594 shares of common stock issued and
         outstanding.

                                      F-21
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

         The merger transaction was treated for financial accounting purposes as
         a recapitalization of RRI. The balance sheet subsequent to the merger
         will include the assets and liabilities of RRI and the Company. The
         statement of operations, subsequent to the merger, includes the
         historical results of operations of RRI and the results of operations
         of the Company.

         (b)  Settlement

         In March 2004, a Settlement and Release Agreement was entered into
         between the landlord and the Company. The Company agreed to pay the
         landlord $25,000 and execute a promissory note for the same with 10%
         simple interest, due June 30, 2004. Additionally, upon the execution of
         this agreement the landlord agreed to return the equipment to the
         Company.

         (c)  Convertible Loan Payable

         On March 24, 2004, the Company issued 80,000 shares of its common stock
         in accordance with the lender's option to convert his $8,000 loan to
         common stock (See Note 10). The fair value of the common stock issued
         is based on the quoted trading market price of the common stock at the
         date of issuance, which aggregated $32,000 or $0.40 per share. In
         connection with the debt conversion (See Note 16(D)), the Company will
         recognize a loss on debt settlement totaling $24,000.

         (d)  Common Stock Issuances

         On February 2, 2004, the Company issued 233,000 shares of previously
         issuable stock (See Note 15 (B)).

         On February 2, 2004, the Company issued 100,000 shares to the Company
         President as part of her annual compensation. These shares were issued
         in connection with an agreement established in 2001 to issue a total of
         300,000 shares for such compensation. There are no more shares required
         to be issued under the terms of this agreement. The fair value of the
         common stock issued is based on the quoted trading market price of the
         common stock at the date of issuance, which aggregated $6,000 or $0.06
         per share (See Notes 11 and 15(a)).

         On February 13, 2004, the Company issued 25,000 shares to a member of
         the Board of Directors as a director's fee for service. The fair value
         of the common stock issued is based on the quoted trading market price
         of the common stock at the date of issuance, which aggregated $2,500 or
         $0.10 per share.

         On February 16, 2004, the Company issued 3,000,000 shares as a fee in
         accordance with a consulting agreement to complete the Merger (See Note
         15 (A)). The fair value of the common stock issued is based on the
         quoted trading market price of the common stock at the date of
         issuance, which aggregated $300,000 or $0.10 per share.

                                      F-22
<PAGE>

                       P.D.C. INNOVATIVE INDUSTRIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2003

         On February 18, 2004, the Company issued 1,000,000 shares as a fee in
         accordance with a consulting agreement to complete the Merger (See Note
         15 (A)). The fair value of the common stock issued is based on the
         quoted trading market price of the common stock at the date of
         issuance, which aggregated $60,000 or $0.06 per share.

         On February 18, 2004, the Company issued 135,000 shares to two of its
         employees as bonuses. The fair value of the common stock issued is
         based on the quoted trading market price of the common stock at the
         date of issuance, which aggregated $8,100 or $0.06 per share.

         During March 2004, the Company sold 368,583 shares of its common stock
         to unrelated shareholders and received proceeds of $87,920.

         On March 9, 2004, the Company issued 43,705,200 shares to replace the
         certificates that were held by the RRI common stock shareholder prior
         to the Merger with the Company (See Note 15 (A)).

         On March 24, 2004, the Company issued 80,000 shares of its common stock
         in accordance with the lender's option to convert his $8,000 loan to
         common stock (See Note 10). The fair value of the common stock issued
         is based on the quoted trading market price of the common stock at the
         date of issuance, which aggregated $32,000 or $0.40 per share. In
         connection with the debt conversion (See Note 16(C)), the Company will
         recognize a loss on debt settlement totaling $24,000.

         During March 29, 2004, the Company issued 25,000 shares to one of its
         employees as a bonus. The fair value of the common stock issued is
         based on the quoted trading market price of the common stock at the
         date of issuance, which aggregated $12,500 or $0.50 per share.

         (e)  Debt Settlement

         During 2004, the Company settled $263,413 in accounts payable existing
         as of December 31, 2003 with three separate vendors. Under the terms of
         the settlement agreements, the Company would issue notes payable
         totaling $31,335, accrue interest of $3,134 reflecting 10% simple
         interest, make a cash payment of $15,000 and recognize a gain on debt
         settlement totaling $213,944. Principal and related accrued interest
         totaling $27,500 is due on June 30, 2004. Principal and related accrued
         interest totaling $6,969 is due on November 1, 2004.

(f)      Preferred Stock

         On January 5, 2004, the Company filed a Certificate of Amendment with
         the State of Nevada. In this filing, the Company created 40,000 Class
         A, Preferred Stock having a par value of $0.001. Class A, Preferred
         Stock will receive annual dividends at the rate of 8%, cumulative and
         payable quarterly in shares of Class A, Preferred Stock. Holders of the
         Class A, Preferred Stock will have the right, at their option, six
         months after their payment in Class A, Preferred Stock to convert to
         common stock based on a 50% discount to the 30 day average closing
         price immediately prior to conversion. Class A, Preferred Stock holders
         shall not be entitled to any voting rights or preferences in
         liquidation.

                                      F-23