U.S. SECURITIES AND EXCHANGE COMMISSION
	                             Washington, DC   20549
	                                                        

                                     FORM 10-QSB

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES    
                EXCHANGE ACT OF 1934

		For the quarterly period ended September 27, 1998

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

		For the transition period from               to               

	                Commission File Number 0-24093

	                     REDNECK FOODS, INC.                             
	 
      	(Exact name of Registrant as specified in its Charter)
    
Delaware	 	                                   56-2035983                       
(State or other jurisdiction                       (I.R.S. Employer
of incorporation                                    Identification              
or organization)                                         number)
 

1280 Hendersonville Road, Asheville, North Carolina      	      28803  
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code: (828) 277-5577

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.

X  Yes	      No

As of September 27, 1998, there were 11,258,991 shares of the Registrant's 
common stock, par value $0.001 per share, outstanding. The Registrant has no 
other classes of common equity outstanding.

	Transitional small business disclosure format:

Yes        X  No






<PAGE>2

                       REDNECK FOODS, INC.
	                    Asheville, North Carolina

Index


PART I.                                                         Page(s)

FINANCIAL INFORMATION

Item 1.
Financial Statements

Balance Sheet-(Unaudited) as of September 27, 1998                   3

Statements of Operations - (Unaudited) 
  for the three and nine months 
  ended September 27, 1998 and September 30, 1997                    4

Statements of Cash Flows - (Unaudited) for the nine months
  ended September 27, 1998 and September 30, 1997                    5

Notes to Unaudited Interim Financial Statements                    6-8

Item 2.
Management's Discussion and Analysis of Financial Condition
  and Results of Operations                                       9-13

PART II.

OTHER INFORMATION
 
Item 1.	Legal Proceedings                                          14

Item 2.	Changes in Securities and use of proceeds                  14

Item 3.	Defaults Upon Senior Securities                            14

Item 4.	Submission of Matters to a Vote of Security                14

Item 5.	Other Information                                          15

Item 6.	Exhibits and Reports on Form 8-K                           15

Signatures                                                          16


<PAGE>3



REDNECK FOODS, INC.
(A Development Stage Company)
Balance Sheet
(Unaudited)

                                          September 27, 1998
                    Assets
Current Assets: 
	Cash                                         $ 18,320
	Accounts receivable                	          132,132
	Inventories                                    66,712
	Prepaid expenses                               28,555 
                                             --------- 
		Total current assets                         245,719
 
Office and restaurant equipment, net of
   accumulated depreciation of $8,847          243,260
 
Other assets: 
	Investment in joint venture                    50,000
	Goodwill                                      500,000
	Noncompete agreement, net of 
accumulated amortization of $8,167              61,833
	Prepaid expenses and other assets           1,303,788
                                           -----------
	   Total assets                           $ 2,404,600
                                           ===========
	Liabilities and Stockholders' Equity 
 
Current liabilities: 
	Accounts payable                            $ 402,337
	Note payable                                   15,000
	Accrued expenses                               43,269
                                            ----------
		Total current liabilities                    460,606
                                            ---------- 
Convertible debentures                       1,275,000
 
Commitments and contingencies 
 
Stockholders' equity: 
	Convertible Preferred stock ($.001 par value, 
  2,500,000 shares authorized, none outstanding)     -
	Common stock ($.001 par value, 100,000,000 
     shares authorized; 11,258,991 shares issued 
     and outstanding)                           11,259
	Paid-in capital 		                          2,956,286
	Deficit accumulated during 
           development stage                (2,253,551)
	Unearned services                             (45,000)
                                            ---------- 
Total stockholders' equity                     668,994
                                            ----------
Total liabilities and stockholders' equity $ 2,404,600
                                            ==========



The accompanying notes are an integral part of these financial statements.









<PAGE>4

REDNECK FOODS, INC. AND SUBSIDIARY
(A Development Stage Company)
Statements of Operations
(Unaudited)	
<TABLE>
<CAPTION>
                                       For Nine Months Ended                   For Three Months Ended
                                  Sept. 27, 1998    Sept. 30, 1997     Sept. 27, 1998   Sept. 30, 1997
<S>                                    <C>                <C>                  <C>             <C>     
Net sales                           $ 290,346           $     -             $ 178,717        $ 	 -
     
Cost of sales
Interest earning deposits             193,614                 -               118,701               -
                                     --------             -----              --------        --------   
  Gross profit                         96,732                 -                60,016               -
     
Selling, general and 
   administrative expenses          1,698,217           405,796               612,304         157,723
                                    ---------           -------               -------         -------     
   Operating loss                  (1,601,485)         (405,796)             (552,288)       (157,723)
     
Other income (expenses):     
	Interest income                        2,371               203                   127             203
	Royalty income                        10,756                 -                 5,010               -
	Interest expense                      (8,460)             (354)               (8,460)           (354)
	Loss on equipment 
           disposal                    (1,141)                -                     -               -
                                    ---------           -------               -------         -------
    Other income (expenses), net        3,526              (151)               (3,323)           (151)
     
    Loss before income tax benefit (1,597,959)         (405,947)             (555,611)       (157,874)
     
Income tax benefit                          -                 -                     -               -
                                  -----------         ---------             ---------       ---------     
Net loss                          $(1,597,959)        $(405,947)            $(555,611)      $(157,874)
                                  ===========         =========             =========       =========     
     
Basic and diluted loss per share        $(.18)           $ (.07)              $ (.05)          $ (.02)
     
Weighted average shares             9,063,701         5,712,176           11,257,127        6,670,304
</TABLE>     
















The accompanying notes are an integral part of these financial statements.









<PAGE>5

REDNECK FOODS, INC. AND SUBSIDIARY
(A Development Stage Company)
	Statements of Cash Flows
	(Unaudited)

<TABLE>
<CAPTION>
                                                                    Nine Months Ended 
                                                     September 27, 1998      September 30, 1997
<S>                                                          <C>                     <C>
Operating activities:  
Net loss                                               $ (1,597,959)               (405,947)
  
Adjustments to reconcile net loss to net cash 
   used by operating activities:  
Recognition of unearned services                             13,500                       -
Expense recognized for stock options granted                  5,625                       -
Depreciation and amortization                                16,010                     250
Loss on disposal of equipment                                 1,141                       -
Common stock issued in exchange for services                207,060                 207,190
Changes in operating assets and liabilities:		
Increase in accounts receivable                              (5,498)                      -
Decrease (increase) in prepaid expenses and other assets     83,567                (119,559)
Increase in inventories                                     (65,032)                      -
Increase (decrease) in accounts payable                     252,345                   5,513
Increase (decrease ) in accrued expenses                    (28,818)                 68,655
                                                          ---------                 -------
Net cash used by operating activities                    (1,118,059)               (243,898)
                                                          ---------                 -------  
Investing activities:  
Proceeds from disposal of equipment                           1,200                       -
Purchase of office and restaurant equipment                (119,337)                 (9,360)
Investment in joint venture                                 (15,000)                      -
Advances to joint venture	                                 (27,777)                      -
Earnest money deposits for business acquisition            (795,930)                (50,000)
Increase in other assets                                   (122,711)                (52,419)
                                                          ---------                 -------
Net cash used by investing activities                    (1,079,555)               (111,779)
                                                          ---------                 -------  
Financing activities:  
Net proceeds from sale of common stock                      775,000                 117,000
Proceeds from stock subscription deposits                         -                 500,000
Proceeds from convertible debentures                      1,028,810                       -
Proceeds from short-term borrowings                          37,000                  50,000
Repayment of short-term borrowings                          (22,000)                (50,000)
                                                          ---------                 -------
Net cash provided by financing activities		               1,818,810                 617,000
  
Increase (decrease) in cash and cash equivalents           (378,804)                261,323

Cash and cash equivalents at beginning of period            397,124	                  -
                                                          ---------                 -------  
     
Cash and cash equivalents at end of period                 $ 18,320               $ 261,323
                                                          =========                ========  
  
Noncash Investing and financing activities:  
  
Preferred stock converted to common stock                     2,500                       -
Common stock issued for equipment, 
   goodwill and noncompete agreement                      $ 670,000                  $    -
</TABLE>



The accompanying notes are an integral part of these financial statements.








<PAGE>6

REDNECK FOODS, INC.
(A Development Stage Company)
Notes to Unaudited Interim Financial Statements

September 27, 1998 and September 30,1997

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 Backyard 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 include 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 interim financial statements have been included. All such adjustments 
are of a normal recurring nature. The statements 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, 1997.

3.  Income Taxes

The Company files its federal and State income tax returns on a calendar year 
basis. No provision for income tax benefit has been provided for in the 
accompanying interim unaudited statements of operations because of the 
Company's uncertainty regarding the utilization of its operating losses. 
Accordingly, a valuation allowance for the deferred tax asset has been 
recognized at September 27, 1998.

4.  Joint Venture

In March 1998 the Company has entered into a joint venture agreement to own 
and operate the first barbecue restaurant under the "Foxworthy's 
Backyard Bar-B-Q" concept. The Company contributed $50,000 to the joint 
venture through September 27, 1998 for its 10% interest and has not yet 
begun receiving any significant royalty income from the joint venture. 
The Company plans to acquire the remaining interest in the joint venture 
in the fourth quarter of 1998 pursuant to an agreement with its joint 
venture partner whereby common shares will be issued after the 
completion of an audit. The Company has agreed to manage the operations 
until the final audit is complete and the shares of common stock have 
been issued.

5  Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist of following at September 27, 
1998:

 
Deposits                  $    13,034
Real estate deposit            42,352
Restaurant design and 
   architectural fees         131,282
Debt issuance cost            246,190
Earnest money deposit for
  business acquisition        870,930
                          -----------
                           $1,303,788
 

On September 11, 1998, the Company obtained an extension relating to its 
ongoing negotiations to acquire all of 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. A formal written agreement to document this 
is being finalized.

<PAGE>7

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 Secured 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 
September 27, 1998, $1,275,000 in Debentures have been sold.

7.  Stockholders' Equity
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 nine months ending September 27, 1998, the Company also issued 
223,333 shares of common stock under an asset purchase agreement with an 
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 noncompete agreement valued at $70,000, goodwill valued at $500,000 and 
various restaurant equipment valued at $100,000. The Company anticipates 
completing the acquisition of the land, building and improvements sometime 
in the fourth quarter of 1998. As of September 30, 1998, 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 nine months ending September 27, 1998, 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 the fair 
market value of the shares on the date of issuance.

8.  New Accounting Pronouncement

In April 1998, the American Institute of Certified Public Accountants issued 
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.




<PAGE>8

Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Trends and Uncertainties.  Demand for the Company's products, franchises and 
success of its restaurants will be dependent on, among other things, market 
acceptance of the Company's concept, the quality of its food products and 
restaurant operations and general economic conditions which are cyclical in 
nature. Inasmuch as a major portion of the Company's activities is the 
receipt of revenues from the sales of its products, the Company's business 
operations may be adversely affected by the Company's competitors and 
prolonged recessionary periods.

Capital and Source of Liquidity.  The Company requires substantial capital in 
order to meet its ongoing corporate obligations and in order to continue and 
expand its current and strategic business plans. Initial working capital has 
been obtained from the initial sale of the Company's common shares in July 
1997 for $.75 per share which raised $156,000, an offering netting 
approximately $899,000 for 920,000 shares of common stock at $1.00 per share 
pursuant to Regulation D, Rule 504, and additional capital of $775,000 from 
the subsequent sale of common stock. The Company also raised a net of 
$1,028,810 in August and September 1998 from the sale of Series 1 Secured 
Convertible Debentures Due 2001. The Debentures bear interest at 5% per 
annum, payable quarterly, and are convertible into common stock at the lesser 
of $2.51 or 70% of the average closing bid price for the preceding 5 
consecutive trading days.

Additionally, since inception the Company has issued 2,500,000 Series A 
Convertible Preferred Shares (for promotional services valued at $50,000), 
founders stock of 5,100,000 common shares and 1,526,436 common shares for 
various services with an aggregate value of approximately $451,000. The 
2,500,000 Series A Preferred Shares were converted into common stock by the 
Company in June 1998 in accordance with the preferred stock agreement upon 
obtain certain capitalization thresholds.

For the nine months ended September 27, 1998, the Company purchased office 
and restaurant equipment totaling $119,337 and received proceeds from 
disposal of equipment of $1,200. The Company also invested an additional 
$15,000 in a joint venture with Pigs-R-Us and paid expenses of approximately 
$28,000 which are to be reimbursed by the joint venture. The Company has also 
paid an additional earnest money deposit of $796,000 toward a potential 
restaurant chain acquisition and had an increase in other assets of $123,000. 
As a result of these activities, the Company used cash for investing 
activities of approximately $1,080,000 for the nine months ended September 
27, 1998.

For the nine months ended September 30, 1997, the Company purchased office 
and restaurant equipment of $9,000, paid an earnest money deposit of $50,000 
toward the potential business acquisition, and had an increase in other 
assets of $53,000. As a result of these activities, the Company used cash for 
investing activities of approximately $112,000 for the nine months ended 
September 30, 1997.

For the nine months ended September 27, 1998, the Company received proceeds 
from short-term borrowings of $37,000 of which $22,000 has been repaid. The 
Company also received proceeds of $775,000 from the sale of an additional 
428,500 shares of common stock and raised $1,028,810 from the sale of 
$1,275,000 of Series 1 Secured Convertible Debentures Due 2001. As a result 
of these activities, the Company reported net cash provided by financing 
activities of $1,818,810 for the nine months ended September 27, 1998.

For the nine months ended September 30, 1997, the Company received proceeds 
from short-term borrowings of $50,000, which was repaid. The Company also 
received proceeds from the sale of stock for $117,000 and $500,000 in stock 
subscription deposits for shares sold pursuant to Regulation D, Rule 504 
which were issued in October 1997. As a result, the Company reported net cash 
provided by financing activities of $617,000 for the nine months ended 
September 30, 1997. 

The Company began selling its sauces through Wal-Mart Supercenters in 
December 1997 and through a regional grocery chain in the third quarter of 
1998. Capital is needed to finance the production of inventory and 
receivables for approximately 30 days of sales.

In March 1998, the Company, through its joint venture partner, Pigs-R-Us, 
opened its first restaurant, a Foxworthy's Backyard Bar-B-Q. As of September 
27, 1998, the Company had contributed $50,000 to the joint venture. 
Additionally, the Company has spent considerable funds in continuing to 
refine the products, including the gift shop selections, at this unit. A 
portion of such costs incurred directly for the benefit of the joint venture 
has been billed to the joint venture. All other costs have been expensed or 
have been capitalized as development costs. The Company plans to acquire the 
remaining interest in the joint venture in the fourth quarter of 1998 
pursuant to an agreement with its joint venture partner whereby shares of 
common stock will be issued after the completion of an audit. The Company has 
agreed to manage the operations until the final audit is complete and the 
shares of common stock have been issued. 



<PAGE>9

In March 1998, the Company entered into an agreement to acquire Woody's Bar-
B-Q restaurants, a 33-unit chain based in Jacksonville, Florida. The chain 
includes seven company operated and 26 franchised and licensed locations. The 
Company expects to pay $2,000,000 in cash plus issuing approximately 
$3,400,000 of Convertible Promissory Notes bearing interest at 10% and 
maturing in one year, subject to adjustment based upon a closing audit. The 
Notes will be convertible into shares of common stock at the lower of $2.93 
per share or the average daily closing bid prices for the 30 days prior to 
conversion. The Company is attempting to raise the required cash through a 
private placement of convertible debentures and other sources. The Company 
authorized the issuance of up to $3,000,000 in aggregate principal amount of 
Series 1 Secured Convertible Debentures Due 2001. The Debentures bear 
interest at 5% per annum, payable quarterly, and are redeemable after two 
years at 125% of the principal amount so sold. The Debentures are convertible 
at the lower of $2.51 or the average closing bid price of the common stock 
for the 5 previous trading days multiplied by 70%. In August and September 
1998, the Company sold $1,275,000 of Series 1 Secured Convertible Debentures 
Due 2001. No assurance can be made that the financing can be completed or 
that the closing will occur.

In February 1998, the Company also entered into an agreement to acquire the 
leasehold interest and equipment of an existing barbecue restaurant in 
Asheville, North Carolina that is being converted to a Foxworthy's Smokehouse 
Grill and will serve as the Company's training and product development center 
for this restaurant concept. In addition, the former owners signed a five 
year noncompete agreement. The Company acquired these tangible and intangible 
assets by issuing $670,000 worth of Company's common stock and expects to 
spend approximately an additional $210,000 on the conversion. The unit is 
expected to open in the fourth quarter of 1998.

The Company needs to raise approximately $1,200,000 to complete the 
acquisition of Woody's. Additionally, the Company needs working capital for 
corporate expenditures of approximately $1,000,000 or more over the next 12 
months to fund the ongoing development of the Company's business plan. Upon 
completion of the Woody's acquisition, the Company will have completed its 
capital requirements for its operations development phase. Additional capital 
may be required for future restaurant development and/or future acquisitions 
that may become available. The Company intends to pursue expansion by 
internal growth or acquisition, as capital and business opportunities become 
available.

Results of Operations.  For the nine months ended September 27, 1998, the 
Company had a net loss of $1,597,959. This loss resulted from continued 
selling, general and administrative expenses incurred prior to the generation 
of significant revenues from restaurant or franchise operations, or from 
product sales. Net sales for the nine months were primarily from the sale of 
food products and merchandise through various distribution networks. No 
significant revenues from restaurant or franchise operations have been 
produced for the period ended September 27, 1998.

In the nine months ended September 27, 1998, the Company recognized unearned 
services received from stock previously issued for $13,500, expenses of 
$5,625 for stock options previously granted at a discount, depreciation and 
amortization expense of $16,010 and a loss on disposal of equipment of 
$1,141. The Company also issued shares of common stock valued at $207,060 for 
services provided and expensed. Operationally, the Company had a increase in 
accounts receivable of $5,498, a decrease in prepaid expenses and other 
assets of $83,567, an increase in inventories in anticipation of opening a 
new unit in Asheville, NC of $65,032, and an increase in accounts payable of 
$252,345 resulting from ongoing expenses, including continued product and 
restaurant design and development and the administrative costs associated 
with the assumption of the management of Woody's, without generating 
substantial revenues. Accrued expenses decreased by $28,818 primarily from 
the payment of salaries accrued in 1997 for the president and two other 
officers. As a result, for the nine months ended September 27, 1998, the 
Company reported net cash used by operating activities of $1,118,059.

For the nine months ended September 27, 1998, the Company has net sales of 
$290,346 and cost of sales of $193,614, reflecting the expected high cost of 
sales on product and food sales during the early phases. Selling, general and 
administrative expenses of $1,698,217 consisted primarily of compensation and 
benefits of $427,674, consulting expenses of $303,132, contract services of 
$128,348, insurance of $52,506, marketing of $100,751, professional fees of 
$173,612, restaurant development expense of $196,526, and travel and 
stockholder relations of $200,235. These expenses continue to be significant 
as the Company attempts to attract additional equity and debt financing and 
to develop and implement its initial business plan.

For the nine months ended September 30, 1997, the Company had a net loss of 
$405,947. This loss occurred during the initial start up period of the 
Company. The Company issued shares of common stock valued at $207,190 in 
exchange for services. Because of the start up nature during this period, the 
Company experienced an increase in prepaid expenses and other assets of 
$119,559 primarily related to prepaid insurance and consulting fees. Accounts 
payable increased by $5,513 and accrued expenses increased $68,655 for 
accrued payroll cost. As a result, for the nine months ended September 30, 
1997, the Company reported net cash flow used by operating activities of 
$243,898.



<PAGE>10

For the nine months ended September 30, 1997, the Company generated no 
revenues during this initial period of operations. The Company had selling, 
general and administrative expenses of $405,796, which consisted of 
compensation and benefits of $102,458, consulting expenses of $80,000, 
contract services of $117,349, directors' fees of $15,000, and professional 
fees of $45,786. The expenses were incurred as the Company hired its initial 
personnel, engaged professionals to assist with the development of its 
operating concepts and started its search for potential investors.

Plan of Operation. The Company is not delinquent in any of its obligations 
even though the Company has generated limited operating revenues. However, 
the Company is currently outside of normal vendor terms and continues to 
negotiate with vendors while the management continues its efforts to raise 
capital. The Company intends to market its products utilizing cash made 
available from the private and public sale of its securities. The Company's 
management is of the opinion that revenues from the sale of its products, the 
revenues from the opening of the Asheville, North Carolina restaurant and the 
proceeds of the sales of its securities will be sufficient to pay its 
expenses until additional restaurants can be added pursuant to the initial 
business plan.

On a long term basis, the Company's liquidity is dependent on continuation 
and expansion of operations, revenue generation, additional infusions of 
capital and potential debt financing. Company management believes that 
additional capital and debt financing in the short term will allow it to 
increase its marketing and sales efforts and thereafter result in increased 
revenue and greater liquidity in the long term. However, there can be no 
assurance that the Company will be able to obtain the needed additional 
equity or debt financing in the future.

Year 2000 Compliance Issues. The Company has established a plan to address 
Year 2000 issues. This plan encompasses the phases of awareness, assessment, 
renovation, validation and implementation. These phases will enable the 
Company to identify risks, develop action plans, perform adequate testing and 
determine if its processing systems will be Year 2000 ready. Successful 
implementation of this plan are expected to mitigate any extraordinary 
expenses related to the Year 2000 issue. The Company has a reasonable basis 
to preclude that the Year 2000 issue will not materially affect future 
financial results, or cause reported financial information not to be 
necessarily indicative of future operating results or future financial 
conditions. This basis is due to the fact that the Company has or is 
installing all new information technology systems, including computer 
hardware and software which are Year 2000 compliant. This is the first 
generation of equipment and software for the Company since it has just 
recently began operations. It also plans that restaurant operations as they 
begin will utilize state of the art point of sale equipment. 

The Company plans to contact all material customers, vendors, suppliers and 
non-information technology suppliers regarding their Year 2000 state of 
readiness. This process will be conducted over the next six to nine months. 
No assurance can be given that the Year 2000 compliance plan will be 
completed successfully by the Year 2000. The Company's current contingency 
plan is simplistic and involves operating on a manual basis for a short 
period of time without interruption of service or quality.

Successful and timely completion of the Year 2000 project is based on 
management's best estimates derived from various assumptions of future 
events. These events are inherently uncertain, including the progress and 
results of vendors, suppliers and customers Year 2000 readiness.


<PAGE>11

Part II.	OTHER INFORMATION

Item 1.	Legal Proceedings

From time to time, the Company may be a party to various legal 
proceedings incident to its or their business. At September 27, 
1998, there were no legal proceedings to which the Company was a 
party, or to which of any of their property was subject, which were 
expected by management to result in a material loss.

Item 2.	Changes in Securities

None

Item 3.	Defaults Upon Senior Securities

None

Item 4.	Submission of Matters to a Vote of Security Holders

On July 9, 1998, the Company held its Annual Meeting of Stockholders 
to elect directors and to select the firm of Crisp Hughes Evans LLP as 
Independent Certified Accountants for the year ended December 31, 
1998. The number of shares eligible to vote as of the Record Date, 
June 15, 1998, was 7,931,999.

<PAGE>11

The following individuals were elected as directors, each for the term 
indicated:

         Directors 
           Name                     Term 
  
           David Womick            2 years 
         John P. Williams          2 years 
           Samuel J. Fox           2 years 
          Erich K. Schmid          1 year 
         James E. Scheifley        1 year 
  

All directors were elected by unanimous vote of the 5,814,106 shares 
represented in person or by proxy. The above individuals constitute 
all of the members of the Company's Board of Directors.

The resolution to select Crisp Hughes Evans LLP as Independent 
Certified Accountants for the year ended December 31, 1998 was passed 
with 5,809,106 shares voting for such selection and 5,000 shares 
abstaining from voting.


Item 5.	Other Information

None
							
Item 6.	Exhibits and Reports on Form 8-K
						
No Exhibits


A current report on Form 8-K was filed on September 25, 1998 to report that 
the Company had released $870,930 held in escrow to the shareholders of 
Woody's Bar-B-Q Holdings, Inc. to extend the closing of the 
acquisition by the Company of all of the outstanding stock of 
Woody's. The Form 8-K included as exhibits the Exchange of 
Stock/Purchase Agreement and extensions. No financial statements 
were filed.






<PAGE>12
                          SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


  Redneck Foods, Inc.
  
  
  
Date  November 11, 1998  

By /s/ David Womick
   ----------------------------
       David Womick
      (President and Chief Executive Officer)