REDNECK FOODS INC



                          Filing Type:     10QSB
                          Description:     Quarterly Report
                          Filing Date:     Aug 2, 2001
                          Period  End:     July 1, 2001


                     Primary Exchange:     Pink Sheets
                               Ticker:     RDNK


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                                Table of Contents
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                                 10QSB OTHERDOC

Part I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
Item 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
Income Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
Table2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
Table3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5
Table4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8
Table5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8


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<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                               Amendment No. 1 to
                                  FORM 10-QSB

                 Quarterly Report Under Section 13 or 15 (d) of
                        Securities Exchange Act of 1934

                        For Quarter ended July 1, 2001
                         Commission File Number 0-24093

                              REDNECK FOODS, INC.
            -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             DELAWARE                                  58-2035983
        -----------------                           ----------------
    (State  of  Incorporation)                  (I.R.S. Employer ID No.)

               1605 Stoner Avenue, Suite 3, Los Angeles, CA 90025

       ------------------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip)

                                 (310) 207-9881
                               ------------------
                  (Registrant's telephone, including area code)

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

     Yes   X           No
          ---             ---

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock  at  the  latest  practicable  date.

As  of  August  2,  2001,  the registrant had 35,098,634 shares of common stock,
$.001  par  value,  issued  and  outstanding.


                                        1
<PAGE>
Redneck  Foods,  Inc.

10Q

Quarter  2  2001


For  the  three  months  and  six  months  ending  July  1,  2001

Overview

Redneck  Foods,  Inc. is a Development Stage company.  The Company was organized
in  February 1997 under the laws of the State of Delaware.  The Company  intends
to own, franchise and operate restaurants, primarily, but not exclusively, under
the Jeff Foxworthy's BBQ brand name.  In addition, the Company intends to market
a  line  of  BBQ  sauces  to  consumers  through  traditional  retail  outlets.

The  Company  began  selling  Jeff  Foxworthy's BBQ sauces through grocery, mass
merchandisers  and retailers in December 1997.  Wal*Mart stores were the initial
purchasers  of  the  line  of  Jeff  Foxworthy's  BBQ  sauces.

On  April 3, 2001, Company President, William E. Eskew, acquired the controlling
interest in Love's. Love's is a twelve unit chain of BBQ restaurants, located in
Southern  California,  plus  one  restaurant  in  Jakarta,  Indonesia.

On  June  1,  2000, the previous owners of Love's and the Company entered into a
Management  Agreement  under  which the Company will operate the Love's chain of
restaurants. The Company will receive 50% of the adjusted cash flow of Love's as
a  management  fee.  That  Management  Agreement  has  continued.

The  Company did not give William Eskew any consideration for his acquisition of
Love's


In  April,  the  Company moved to its present offices in West Los Angeles. Under
the  terms  of  the management agreement with Love's, Love's will furnish office
space,  telephone  service,  and  other administrative functions to the Company.
This  will  enable  the  Company to operate with a minimum of Selling, General &
Administrative  Expense.


                                        2
<PAGE>
Results  of  Operations

For  the  three  month  periods April 2, 2001 - July 1, 2001 and April 3, 2000 -
July  2,  2000.

For  the  three  months ended July 1, 2000, the Company's share of Love's income
was $12,185 with a Net Loss of $25,435.. In the prior year for the quarter ended
July  2,  2001,  sales  were  $7,204  with  a  net  loss  of  $20,537.

Costs  and  Expenses

Selling,  Administrative  and General (SG&A) expenses were $19,155 for the three
month period ended July 1, 2001.  For the three month period ended July 2, 2000,
SG&A  Expenses  were  $10,561.

Other  Expenses

Interest Expense for the Convertible Debentures was $18,465 for the three months
ended  July 2, 2000, compared to $17,180 for the comparable quarter of the prior
year.

For  the  six  months  ended  July 1, 2001  and  July 2, 2000

Revenues

The  Company's  share of Love's income for the six months ended July 1, 2001 was
$48,367,  with  a  Net  Loss of $22,453. For the first six months of 2000, sales
were  $7,204  with  a  Net  Loss  of  $37,717.

Costs  and  Expenses

Selling  General  and  Administrative  (SG&A)  expenses were $34,155 for the six
month period ending July 1, 2001.  For the six month period ending July 2, 2000,
SG&A  expenses  were  $10,561.

Other  Expenses

Interest  Expense for the Convertible Debentures amounted to $36,665 for the six
months  ended  July  1,  2001,  compared to $34,360 for the comparable period of
2000.

Liquidity  and  Capital  Resources

Historically,  the  Company  has  required  capital  to  fund the operations and
capital  expenditure  requirements  of  its  business.


                                        3
<PAGE>
The Company operated from the cash flow of the operations during the three month
period  ended  July  1,  2001.

Results  of  Operations

Redneck  Foods,  Inc.
(A  Development  Stage  Company)
Statement  of  Operations
July 1, 2001 and  July 2, 2000


                                3 Months ended    3 Months ended
                                 July 1, 2001      July 2, 2000
                                ---------------  ----------------

Net Sales                                                  7,204


Share of Love's Income                  12,185                 -

Cost of Goods Sold                           -                 -

Gross Profit                            12,185             7,204

Selling, General & Admin                19,155            10,561

Income/(Loss) from Operations           (6,970)           (3,357)

Other Income/(Expense)
  Miscellaneous Income                       -                 -
  Interest Income                      (18,465)          (17,180)
  Royalty Income                                               -
  Insurance Proceeds                         -                 -
  Loss on equipment theft
  Loss on equipment disposal
Total Other income                     (18,465)          (17,185)

Net Income/(Loss)                      (25,435)          (20,537)

Net Income/(Loss) per Share           ($0.0006)         ($0.0007)


                                        4
<PAGE>
                                6 Months ended    6 Months ended
                                July 1, 2001     July 2, 2000
                                ---------------  ----------------

Net Sales                                    -             7,204

Share of Love's Income                  48,367                 -

Cost of Goods Sold                           -                 -

Gross Profit                            48,367             7,204

Selling, General & Admin                34,155            10,561

Income/(Loss) from Operations           14,212            (3,357)
Other Income/(Expense)
  Miscellaneous Income                       -                 -
  Interest Income                      (36,665)          (34,360)
  Royalty Income                                               -
  Insurance Proceeds                         -                 -
  Loss on equipment theft
  Loss on equipment disposal
Total Other income                     (36,665)          (34,360)

Net Income/(Loss)                      (22,457)          (37,717)

Income/(Loss) per share               ($0.0007)   $     ($0.0012)


                                        5
<PAGE>
Notes  to  Financial  Statements
July  1, 2001  and  July 2,  2000

1,  Organization

Nature  of  Operations  -  Redneck  Foods, Inc. (the "Company") is a development
stage  company  that  was organized in January 1997 in the State of Delaware. It
intends  to acquire and operate barbecue restaurants to be known as "Foxworthy's
Smoke  House  Grill"  or "Foxworthy's Bar-B-Q." The Company intends to initially
acquire  existing  barbecue  restaurants  for  conversion  to  one  of  the  two
restaurant concepts. The Company also intends to produce, market, and distribute
food  products  using  the  "Foxworthy"  name.

2.  Basis  of  Presentation

The accompanying unaudited financial statements were prepared in accordance with
instructions  for  Form  10-QSB  and, therefore, do not included all disclosures
necessary  for  a  complete  presentation  of  the  balance sheet, statements of
operations,  and  statements of cash flows in conformity with generally accepted
accounting  principles.  However,  all  adjustments which are, in the opinion of
management,  necessary  for  the  fair  presentation  of  the  audited financial
statements  have  been included.  All such adjustments are of a normal recurring
nature.  The statement of operations for the interim periods are not necessarily
indicative  of  the  results  which  may  be  expected  for  the  entire  year.

In  the third quarter of 1998, the Company changed to a fiscal calendar based on
a  52-53 week year with the fiscal year ending on the Sunday closest to December
31  of each year.  Management does not believe this effects the comparability of
the  financial  statements.

It is suggested that these unaudited financial statements be read in conjunction
with  the audited financial statements and notes thereto for the Company for the
year  ended  December 31, 2000.

3.  Income  Taxes

The  Company  files  its federal and State income tax returns on a calendar year
basis.  Now  provision  for  income  tax  benefit  has  been provided for in the
accompanying  audited  statements  of  operations  because  of  the  Company's
uncertainty  regarding  the  utilization  of  its  operating  losses.

4.  Joint  Venture

In  March  1998,  the  Company entered into a joint venture agreement to own and
operate  the  first barbecue restaurant under the "Foxworthy's Bar-B-Q" concept.
The  Company contributed $50,000 to the joint venture for its 10% interest.  The
company  planned  to  acquire the  remaining interest in the joint venture I the
fourth  quarter  of 1998 pursuant to an agreement with its joint venture partner
whereby  common shares will be issued after completion of an audit.  The Company
has  agreed  to  manage the operations until the final audit is complete and the
shares  of  the  common  stock  have  been  issued.


                                        6
<PAGE>
5.  Prepaid  Expenses  and  Other  Assets

Prepaid  expenses  and other assets consist of the following at January 3, 1999.

Deposits                            $     14,259
Real  Estate  Deposit                     42,352
Restaurant  design  and                  138,983
   architectural  fees
Earnest  Money  deposit                  870,930
   for  business  acquisition
Prepaid  Advertising                      17,875
Prepaid  Advertising  Woody's             17,189
Prepaid  Franchise  Tax                      742
Prepaid  Insurance  Kissimmee              2,208
Prepaid  Insurance  Other                 25,614
Product/Restaurant  Design               138,983

                                    ------------
                                    $  1,130,151


On September 11, 1998, the Company obtained an extension relating to its ongoing
negotiations  to  acquire  all  the  stock  of  Woody's  Bar-B-Q  Holdings, Inc.
("Woody's"),  a  33  unit  chain  of barbecue restaurants based in Jacksonville,
Florida.  To obtain this extension, the Company agreed to release to the selling
shareholders  of  Woody's $870,930, representing the net funds held in escrow at
that  time.  The parties have verbally extended the agreement until December 31,
1998  to  give  the Company additional time to raise the necessary funding.  The
parties  have  also  verbally  agreed to have the Company manage the business of
Woody's  under  certain  prudent  industry  practices  guidelines.

6.  Secured  Convertible  Debentures

In  order  to  fund the cash portion of the proposed acquisition of Woody's, the
Company  authorized  the  issuance  of  up to $3 million in  aggregate principal
amount  of  Series  1  Convertible  Debentures due 2001 (the "Debentures").  The
Debentures  bear interest at 5% per annum, payable quarterly, and are redeemable
after  2  years  at  125%  of  the  principal  amount  sold.  The Debentures are
convertible, subject to certain adjustments, at the lower of (1) $2.51 per share
or (2) 70% of the average of the closing bid price of the stock for the previous
five  (5)  trading  days.  As of  January 3, 1999, $1,275,000 in Debentures have
been  sold.

7.   In  June  1998,  the  2,500,000  shares of convertible preferred stock were
     converted  into  2,904,722  shares  of  common stock in accordance with the
     preferred  stock  agreement.

During  the  year  ended  January  3, 1999, the Company issued 233,333 shares of
common  stock  under  an  asset  purchase  agreement with a fair market value of
$670,000  to  the  owners of a barbecue restaurant in Asheville, North Carolina.
The  stock  issued  was  in consideration for a five year non-compete agreement,
valued at $70,000, goodwill valued at $500,000, and various restaurant equipment
valued  at  $100,000.  The company anticipated completing the acquisition of the
land,  building  and  improvements.  As  of  January  3,  1999,  the Company had
deposited  with  the  sellers  $42,352  toward  the  purchase  price of the real
property.  This deposit is presented in other assets on the accompanying balance
sheet.

During  the year, the Company sold 428,500 additional shares of common stock for
net  proceeds  of  $775,000  and  issued 110,436 shares in exchange for services
which  have  been expensed at fair market value of the shares on the date of the
Issuance.


                                        7
<PAGE>
8.   New  Accounting  Pronouncement

In  April  1998, the American Institute of Certified Public Accountants issued a
Statement  of  Position  ('SOP")  98-5,  "Reporting  on  the  Cost  of  Start-up
Activities."  This  SOP  requires  that  the  cost  of  start-up  activities, or
one-time  activities  that  relate  to  the  opening  of  a  new  facility  and
organizational  cost be expensed as incurred instead of being capitalized.  This
SOP must be implemented by no later than the first quarter of 1999 at which time
the  write-off of any unamortized pre-opening costs or organization cost will be
reported  as  a  cumulative  effect  of  a change in accounting principle in the
statement  of  operations.

9.   Commitments  and  Contingencies

The  agreement  with  Mr.  Foxworthy provided that if the Company had not raised
$2.5 million of initial capital by June 30, 1998, Mr. Foxworthy had the right to
withdraw  the  use  of  his  name  and likeness. As of June 7, 1998, the initial
capital  had  been  raised  and,  accordingly,  this  contingency  was  removed.

10.  Forward  Looking  Statements

This  financial report may contain forward-looking statements within the meaning
of  Section 27A of the Securities Act of 1933 and Sections 21E of the Securities
Exchange  Act  of  1934,  and  are  subject  to the safe harbor created by those
sections.  Such  forward-looking  statements,  particularly  as  related  to the
business plans of the Company, expectations of strategic relationships, business
opportunities  related  to electronic document delivery and related applications
and  voice,  data  and  internet  access  telecommunications  services,  and the
Company's  ability  to gain market share, the size of the market, the ability of
the  Company  to develop new technologies, the ability of the Company to compete
effectively  in  the  marketplace,  and  the future product opportunities of the
Company  are  based  on  current expectations that involve a number of risks and
uncertainties.

Actual  results  may  differ  materially  from  the  Company's  expectations and
estimates.

NOTES  TO  FINANCIAL  STATEMENT


NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES


Nature  of  Operations
----------------------
The  Company  is  a  development  stage  company  that  operates, franchises and
licenses  restaurants  under  the  Jeff  Foxworthy's  BBQ and Love's BBQ & Grill
tradenames.  In  addition,  the  Company  markets a line of Jeff Foxworthy's BBQ
sauces  to  retail,  grocery  and  mass  merchandiser  customers.

Use  of  Estimates
------------------
Management  uses  estimates  and  assumptions in preparing financial statements.
Those  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities,  the  disclosure  of  contingent  assets  and  liabilities, and the
reported  revenues  and  expenses.  Actual  results  could  differ  from  these
estimates.


                                        8
<PAGE>
Investments
-----------
The  Company  classifies  its marketable debt and equity securities as available
for  sale.  Securities  classified  as  available  for  sale  are carried in the
financial statements at fair value.  Realized gains and losses, determined using
the  first-in,  first-out  (FIFO)  method,  are included in earnings; unrealized
holding  gains  and  losses  are  reported  in  other  comprehensive  income.

Inventory
---------
The  Company's inventory is valued at the lower of cost (first-in, first-out) or
market  using  the  retail  method.

Depreciation
------------
The  Company's  equipment  and  leasehold  improvements  are  depreciated  using
primarily  the  straight-line  method.

Amortization
------------
Franchise  Agreements  are amortized on a straight-line basis over the number of
years  (usually  20  years)  for  which  each  franchise  is  granted.

Advertising
-----------
The  Company  expenses  advertising  costs  as  they  are incurred.  Advertising
expenses  for  the  years  ending December 31, 1997, January 3, 1999, January 2,
2000  and  December  31,  2000  were  $40,679,  $25,064,  $10,032,  $  1,425,
respectively.

Income  Taxes
-------------
The Company plans to file its federal and state income tax returns of a calendar
year  basis.  No  provision  for income tax benefit has been provided for in the
accompanying  statements  of  operation  because  of  the  Company's uncertainty
regarding  the  utilization  of  its  operating  losses.

NOTE  B  -  RELATED  PARTY  TRANSACTIONS
Effective  June  1,  2000,  the  Company entered into an agreement to manage and
operate  the  Love's BBQ chain of restaurants. Under the terms of the agreement,
the  Company will receive 50% of the adjusted cash flow of the Love's BBQ chains
during  the  time  the Company manages Love's. In May 2000, the Love's BBQ chain
was  purchased by four individuals, all of whom are shareholders of the Company,
including  William  E. Eskew, President and CEO of the Company. In consideration
for  executing  the  agreement,  the  Company  agreed  to pay the selling Love's
shareholders  1,250,000 shares of Redneck common stock, and pay 1,000,000 shares
and  750,000  shares,  respectively,  to  the  two  principal  shareholders  who
purchased  Love's. On April 3, 2001, Company President William E. Eskew acquired
controlling  interest  in  Love's  BBQ.  William  E.  Eskew  did not receive any
consideration  from  the  Company for his involvement with the Love's BBQ chain.

The  Company  has  an  employment agreement with William E. Eskew, President and
CEO,  providing  for  a salary at a rate of $150,000 per year for 1999 and 2000.
Thereafter, Mr. Eskew will receive a salary of $175,000 per year.  The agreement
also provides for Mr. Eskew's salary to increase in relation to the total system
sales  of  the  Redneck  system.

In  addition,  Mr.  Eskew  is  to  receive  certain  benefits,  including health
insurance,  vacation,  reimbursement of business expenses,  the use of a company
automobile  and  other  benefits  usually  provided  CEO's  of  chain restaurant
companies.

The  employment  agreement  calls  for  Mr.  Eskew  to  work  for the Company as
President  and  CEO  through  2003.

There  were  no  other  significant transactions between the Company and related
parties  during  1998,  1999,  2000,  and  2001.

NOTE  C  -  MARKETABLE  DEBT  AND  EQUITY  SECURITIES
The  Company  does  not  possess  any  Marketable Debt and/or Equity Securities.


                                        9
<PAGE>
NOTE  D  -  EQUIPMENT  AND  LEASEHOLD  IMPROVEMENTS
Equipment and leasehold improvements consist of the following:

                                1998        1999        2000        2001
                             ----------  ----------  ----------  ----------

Furniture Fixtures &
  Equipment                  $ 184,684  $  175,837  $  166,990     $158,154

Leasehold Improvements

Accumulated Depreciation     $   9,851  $   18,698  $   27,545     $ 36,392


NOTE E - DEBT


The  Company's  long-term  debt  consists  of  the  following:

                                1998        1999        2000        2001
                             ----------  ----------  ----------  ----------

Notes payable at 10%         $  150,000  $        0  $        0   $      0
Interest, due  366 days
   after  date made

Convertible Debentures
  Due 2001, interest at 5%   $1,275,000  $1,275,000  $1,275,000  $1,275,000
                             ----------  ----------  ----------  ----------

Total long-term debt         $1,425,000  $1,275,000  $1,275,000  $1,275,000

The interest payments due under the notes payable and convertible debentures are
as  follows.

                                1998        1999        2000        2001
                             ----------  ----------  ----------  ----------
Interest - Long-term notes   $   15,000

Interest - Convertible
    Debentures               $    8,460  $   65,386  $   68,717  $   74,172
                             ----------  ----------  ----------  ----------
                             $   23,460  $   65,386  $   68,717  $   74,172


NOTE  F  -  DESCRIPTION  OF  LEASING  ARRANGEMENTS

The  company  leases  its  office  space on a month-to-month basis.  The company
plans  to  lease  its company-operated restaurants under noncancelable operating
leases.

NOTE  G  -  RETIREMENT  PLANS

The  company  has  agreed  to  pay William E. Eskew, President and CEO, a sum of
$4,000  per  month for 120 months, beginning on the first day of the month after
Mr.  Eskew's employment terminates.   Under this agreement, the company will pay
Mr.  Eskew  $48,000  per year in 2004, 2005, 2006, 2007, 2008, 2009, 2010, 2011,
2012  and  2013.

The  Company  has  no  other  retirement  plans  or  agreements.


NOTE  H  -  INOME  TAXES

The  provision  (benefit) for income taxes consists of the following components:

                                1997        1998        1999        2000
                             ----------  ----------  ----------  ----------

The  income  tax  provision  differs  from  the  expense  that would result from
applying  federal  statutory rates to income before income taxes because certain
expenses  are  not  deductible  for  tax  purposes.


                                       10
<PAGE>
                                   SIGNATURES
                               -----------------

In  accordance with the  requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.

                                        REDNECK  FOODS,  INC.

     Date:  August 2 ,  2001            /s/  William  E.  Eskew,  CEO
                                        -----------------------------
                                             William  E.  Eskew,  CEO


                                       11
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