U.S. Securities and Exchange Commission
                           Washington, D.C. 20549

                                 Form 10-QSB

(Mark One)
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
            For the quarterly period ended    September 26, 1999
                                              ------------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) EXCHANGE ACT
        For the transition period from____________to_________________

                       Commission file number 0-17975
                                              -------

                               Redheads, Inc.
         -----------------------------------------------------------
         (Exact name of business issuer as specified in its charter)

                             Delaware 95-4169432
              ------------------------------------------------
                (State or other jurisdiction of incorporation
              or organization(IRS Employer Identification No.)

           Fifty South Buckhout Street, Irvington, New York 10533
           ------------------------------------------------------
                  (Address of principal executive offices)

                               (914) 591-4444
                         ---------------------------
                         (Issuer's telephone number)

            (Former name, former address and formal fiscal year,
                        if changed since last report)

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...

             APPLICATION ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.  Yes...No...

                    APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:  2,457,759 as of December
27, 1998.


                       Redheads, Inc, AND SUBSIDIARIES

                                    INDEX

PART I                      FINANCIAL INFORMATION

<TABLE>
<CAPTION>

                                                                                         Page No.
                                                                                         --------

<S>                                                                                       <C>
Item 1.          Financial Statements

                 Consolidated Balance Sheet as of September 26,1999 (unaudited)
                 and September 28, 1998  (Unaudited)                                         3

                 Consolidated Statement of Operations for the thirteen weeks ending
                 September 26,1999 (unaudited) and September 27,1998 (unaudited)             4

                 Consolidated Statement of Operations for the thirty-nine weeks ending
                 September 26,1999 (unaudited) and September 27,1998 (unaudited)             5

                 Consolidated Statement of Cash Flows as of September 26,1999 (unaudited)    6

                 Notes to Consolidated Financial Statements (unaudited)                      7

Item 2.          Management's Discussion and Analysis
                 of Financial Condition and Results
                 of Operations                                                            8-11

PART II    OTHER INFORMATION

Item 1.          Legal Proceedings                                                          12

Item 2.          Changes in Securities                                                      12

Item 3.          Defaults Upon Senior Securities                                            12

Item 4.          Submission of Matters To A Vote Of Security Holders                        12

Item 5.          Other Information                                                          12

Item 6.          Subsequent Events                                                          12

Item 7           Exhibits and Reports on Form 8-K                                           12

Signature Page                                                                              13

</TABLE>


                        PART I  FINANCIAL INFORMATION

Item 1.    Financial Statements

                       REDHEADS, INC, AND SUBSIDIARIES
                       -------------------------------
                         CONSOLIDATED BALANCE SHEET
                         --------------------------

<TABLE>
<CAPTION>

                                                                                September 26    December 27
                                                                                   1999            1998
                                                                                ------------    -----------

<S>                                                                             <C>             <C>
ASSETS
CURRENT ASSETS
  Cash                                                                                   0               0
  Accounts Receivable - Credit Cards                                                45,681          26,036
  Inventories                                                                       97,491          84,812
  Other Current Assets                                                              92,061          60,682
                                                                                --------------------------
TOTAL CURRENT ASSETS                                                               235,234         171,531

  Fixed Assets                                                                   1,134,607       1,349,017
  Other Assets                                                                     301,499         365,674
  Long Term Note Receivable                                                              0               0
                                                                                --------------------------
TOTAL LONG TERM ASSETS                                                           1,436,107       1,714,691

      TOTAL ASSETS                                                               1,671,341       1,886,222
                                                                                ==========================

      LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES
  Cash Overdraft                                                                         0         210,955
  Trade accounts                                                                 1,273,918         674,556
  Deferred Liabilities                                                              63,388          32,766
  Sales and payroll taxes payable                                                1,567,760         562,803
  Postpetition senior securred notes                                                     0               0
  Loans Payable - Taxes                                                            443,237         443,237
  Reserves                                                                         101,539         101,539
  Accrued Expenses                                                                 101,569         103,921
                                                                                --------------------------
TOTAL CURRENT LIABILITIES                                                        3,551,411       2,129,776

  Notes Payable                                                                  1,301,116         793,641
                                                                                --------------------------
TOTAL LIABILITIES                                                                4,852,527       2,923,417

STOCKHOLDERS' EQUITY (DEFICIT)

  8% Cumulative Exchangeable $.001 par value; authorized - 1,017,000 shares;       125,000         125,000
   issued and outstanding - 16,666 shares as of September 26, 1999                                       0
   and December 27, 1998                                                                                 0
  12% Preferred stock - $.001 par value; authorized - 5,000,000 shares;            335,815         335,815
   issued and outstanding - 44,775  shares as of September 26, 1999                                      0
   issued and outstanding - 44,775  shares as of December 27, 1998                                       0
  Common stock - $.001 par value; authorized - 23,024,000 shares;                    2,458           2,458
   issued and outstanding - 2,836  shares as of March 29, 1998

  Additional paid-in capital                                                     3,263,426       3,263,426
  Accumulated deficit                                                           (4,763,894)       (715,837)
  Accumulated deficit Current                                                   (2,143,991)     (4,048,058)
                                                                                --------------------------
                                                                                (3,181,186)     (1,037,195)
                                                                                --------------------------
TOTAL STOCKHOLDERS' EQUITY
  Plus:  subscriptions receivable                                                        0               0
  Total Stockholders Equity                                                     (3,181,186)     (1,037,195)
                                                                                --------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       1,671,341       1,886,222
                                                                                ==========================

</TABLE>


                       REDHEADS, INC, AND SUBSIDIARIES
                       -------------------------------
                    CONSOLIDATED STATEMENT OF OPERATIONS
                    ------------------------------------

<TABLE>
<CAPTION>

                                               13 Weeks Ending          13 Weeks Ending
                                               Sept 26, 1999             Sept 27, 1998
                                                 (unaudited)              (unaudited)
                                            ---------------------    ---------------------

<S>                                         <C>           <C>        <C>           <C>
SALES                                       1,870,739     100.00%    2,093,681     100.00%

COST OF SALES                                 734,884      39.28%      624,902      29.85%
                                            ---------                ---------
GROSS PROFIT                                1,135,855      60.72%    1,468,779      70.15%
                                            ---------                ---------

OPERATING EXPENSES
  Labor costs                                 751,790      40.19%      717,787      34.28%
  Occupancy costs                             265,365      14.19%      341,263      16.30%
  Other Operating Expense                     517,120      27.64%      623,012      29.76%
  Depreciation                                140,486       7.51%      204,460       9.77%
                                                            0.00%                    0.00%
                                            ---------                ---------
  TOTAL OPERATING EXPENSES                  1,674,760      89.52%    1,886,522      90.11%
                                            ---------                ---------

LOSS FROM RESTAURANT OPERATIONS              (538,905)    -28.81%     (417,742)    -19.95%
                                            ---------                ---------
  General and administrative expenses         281,846      15.07%      171,206       8.18%
                                            ---------                ---------
LOSS FROM OPERATIONS                         (820,751)    -43.87%     (588,949)    -28.13%
                                            ---------                ---------

OTHER INCOME (EXPENSE)
  Interest expense                            (36,106)     -1.93%      (11,925)     -0.57%
  Other income (expense) net                  (38,998)     -2.08%        9,017       0.43%
                                            ---------                ---------
  TOTAL OTHER INCOME (EXPENSE)                (75,104)     -4.01%       (2,908)     -0.14%

REORGANIZATION EXPENSE
  Professional fees                                 0       0.00%      (27,755)       ERR
  Gain loss on disposal of assets                   0       0.00%            0       0.00%
  Forgivness of Debt                                0       0.00%            0       0.00%
                                                    0       0.00%            0       0.00%
                                            ---------                ---------
  TOTAL REORG  EXPENSE                              0       0.00%      (27,755)     -1.33%
                                            ---------                ---------
  NET LOSS                                   (895,855)    -47.89%     (619,611)    -29.59%
                                            =========                =========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
 OUTSTANDING                                2,457,759                2,386,439

INCOME (LOSS) PER COMMON SHARE                  (0.36)                   (0.26)

</TABLE>


                       REDHEADS, INC, AND SUBSIDIARIES
                       -------------------------------
                    CONSOLIDATED STATEMENT OF OPERATIONS
                    ------------------------------------

<TABLE>
<CAPTION>

                                                      YTD                       YTD
                                                 Sept 26, 1999             Sept 27, 1998
                                                  (unaudited)               (unaudited)
                                            ----------------------    ----------------------

<S>                                         <C>           <C>         <C>           <C>
SALES                                        5,795,021     100.00%     6,898,698     100.00%

COST OF SALES                                1,800,639      31.07%     2,046,096      29.66%
                                            ----------                ----------
GROSS PROFIT                                 3,994,382      68.93%     4,852,602      70.34%
                                            ----------                ----------

OPERATING EXPENSES
  Labor costs                                2,389,695      41.24%     2,238,958      32.45%
  Occupancy costs                              804,883      13.89%       985,291      14.28%
  Other Operating Expense                    1,569,028      27.08%     1,721,334      24.95%
  Depreciation                                 421,457       7.27%       493,090       7.15%
                                            ----------                ----------
  TOTAL OPERATING EXPENSES                   5,185,063      89.47%     5,438,673      78.84%
                                            ----------                ----------

LOSS FROM RESTAURANT OPERATIONS             (1,190,681)    -20.55%      (586,070)     -8.50%
                                            ----------                ----------
  General and administrative expenses          788,608      13.61%       747,731      10.84%
                                            ----------                ----------
LOSS FROM OPERATIONS                        (1,979,289)    -34.15%    (1,333,802)    -19.33%
                                            ----------                ----------

OTHER INCOME (EXPENSE)
  Interest expense                             (92,681)     -1.60%       (30,995)     -0.45%
  Other income (expense) net                   (72,020)     -1.24%        11,267       0.16%
                                            ----------                ----------
  TOTAL OTHER INCOME (EXPENSE)                (164,702)     -2.84%       (19,728)     -0.29%
                                            ----------                ----------

REORGANIZATION EXPENSE
  Professional fees                                  0       0.00%       (21,031)     -0.30%
  Gain loss on disposal of assets                    0       0.00%       (18,754)     -0.27%
  Forgivness of Debt                                 0       0.00%             0       0.00%
                                            ----------                ----------
  TOTAL REORGANIZATION EXPENSE                       0       0.00%       (39,785)     -0.58%
                                            ----------                ----------

LOSS BEFORE EXTRAORDINARY ITEM              (2,143,991)    -37.00%    (1,393,314)    -20.20%

EXTRAORDINARY ITEM
  Forgivness of Debt                                 0       0.00%             0       0.00%

NET LOSS                                    (2,143,991)    -31.08%    (1,393,314)    -20.20%
                                            ==========                ==========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
 OUTSTANDING                                 2,457,759                 2,386,439
                                            ===============================================

INCOME (LOSS) PER COMMON SHARE                   (0.87)                    (0.58)
                                            ===============================================

</TABLE>


                       REDHEADS, INC, AND SUBSIDIARIES
                       -------------------------------
                    CONSOLIDATED STATEMENT OF CASH FLOWS
                    ------------------------------------

<TABLE>
<CAPTION>

                                                                 Jun 27 99  Sep 26 99
                                                                 --------------------

<S>                                                                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                                    (895,855)
  Depreciation Amortization                                             421,457
  Decrease (Increase) In Inventory                                       (3,244)
  Decrease (Increase) In Other Current Assets And Accts. Rec.            15,949
  Decrease (Increase) In Other Assets                                    42,899
  Loss on conversion of asset                                                 0
  Restructuring Expense                                                       0
  Forgivness Of Debt                                                          0
  Increase (Decrease) In Trade Accounts And Notes Payable
   And Accrued Expenses                                                 249,612
  Increase (Decrease) In Loans Payable                                        0
  Increase (Decrease) In Sales And Payroll Taxes Payable                367,737
                                                                       --------
      NET CASH PROVIDED BY (USED IN)
       OPERATING ACTIVITIES                                             198,555
                                                                       --------

CASH FLOW FROM INVESTING ACTIVITY
  (Increase) Decrease In C.I.P. And Fixed Assets                       (335,775)
  Increase (Decrease) In Cash Due To/From Affiliated Co'S                     0
                                                                       --------
      NET CASH PROVIDED BY (USED IN)
       INVESTING ACTIVITIES                                            (335,775)
                                                                       --------

CASH FLOW FROM FINANCING ACTIVITY
  Increase (Decrease) In Long Term Debt                                 137,219
  Increase (Decrease) In Cash Overdraft                                       0
  Change To Paid In Capital                                                   0
  Change To Preferred Cumulative Preferred                                    0
  Change To Preferred Stock Subscribed                                        0
      NET CASH PROVIDED BY (USED IN)
       FINANCING ACTIVITIES                                             137,219
                                                                       --------

  Increase (Decrease) In Cash                                                 0

Cash Beginning                                                                0
                                                                       --------

Cash Ending                                                                   0
                                                                       ========

</TABLE>

                       REDHEADS, INC, AND SUBSIDIARIES
                       -------------------------------
           CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
           -------------------------------------------------------
<TABLE>

<S>                              <C>            <C>       <C>       <C>        <C>          <C>      <C>        <C>    <C>
BALANCE AT DECEMBER 27, 1998     (1,037,195)    40,000    85,000    335,815    2,581,813    2,458    681,614    0      (4,763,895)
                                 ================================================================================================
                                          0
                                          0
NET INCOME JAN. TO MARCH 1999      (536,656)                                                                             (536,656)
                                          0
                                          0
                                 ------------------------------------------------------------------------------------------------
BALANCE AT MARCH 28, 1999        (1,573,851)    40,000    85,000    335,815    2,581,813    2,458    681,614    0      (5,300,550)
                                 ================================================================================================
                                          0
                                          0
NET INCOME MARCH TO JUNE 1999      (711,480)                                                                             (711,480)
                                          0
                                          0
                                 ------------------------------------------------------------------------------------------------
BALANCE AT JUNE 27, 1999         (2,285,331)    40,000    85,000    335,815    2,581,813    2,458    681,614    0      (6,012,031)
                                          0
                                          0
NET INCOME JUNE TO SEPT. 1999      (895,855)                                                                             (895,855)
                                          0
                                          0
                                 ------------------------------------------------------------------------------------------------
BALANCE AT SEPT 26, 1999         (3,181,187)    40,000    85,000    335,815    2,581,813    2,458    681,614    0      (6,907,886)
                                 ================================================================================================

</TABLE>


                       REDHEADS, INC, AND SUBSIDIARIES
                       -------------------------------
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 ------------------------------------------
                                 (UNAUDITED)
                                 -----------

1.    Statement of Information Furnished

      The accompanying unaudited consolidated financial statements have been
prepared in accordance with Form 10-QSB instructions and in the opinion of
management contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of September
26, 1999 and September 27, 1998, the results of operations for the thirteen
and thirty-nine weeks ended September 26, 1999,  thirteen and thirty nine
weeks ending  September 27, 1998, and the cash flows for the thirteen weeks
ended September 26, 1999.  These results have been determined on the basis
of generally accepted accounting principles and practices applied
consistently with those used in the preparation of the Company's Annual
Consolidated Financial Statements included in the Company's Form 10-KSB for
the year ended December 27, 1998.

      Certain information and footnote disclosures normally included in the
financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted.  It is suggested that
the accompanying consolidated financial statements be read in conjunction
with financial statements and notes thereto incorporated by reference in the
Company's Form 10-KSB for the year ended December 27,1998.

      Interim results of operations are not necessarily indicative of the
results to be expected for a full year.

2.    Income Taxes

      The company files a consolidated federal income tax return and certain
combined state and city returns.  There are no significant temporary
differences for the thirteen weeks ended September 27, 1998.  The Company's
federal state and city tax returns have not yet been filed for the fifty two
week period ending December 27, 1998

      As of December 28, 1997 the Company had approximately $15,300,000 of net
operating loss carry forwards expiring through 2011, available to face
future federal income taxes.

      As a result of the change in control of the company is subject to
limitations on the future utilization of its federal net operating loss
carry forwards.  These limitations, described in Section 382 of the Internal
Revenue Code, limit the amount of future taxable income which may be offset
by pre-change net operating loss and capital loss carry forwards.  This
limitation is calculated by reference to the value the Company immediately
before the change date, multiplied by a discount factor, known as the "long
term tax-exempt rate"

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

(B)   Results of Operations

Results of Operations -The thirteen weeks ended September 27, 1998 as
compared with the thirteen weeks ended September 28, 1997.

      Total revenues decreased $222,943 or 11.0% to $1,870,739 for the thirteen
weeks ended September 27, 1998, from $2,093,681 for the thirteen weeks ended
September 28, 1997.  The decrease is attributable to the closure of the
Levittown location.

      Food and beverage expense increased $109,982 or 18.% to $734,884 for the
thirteen weeks ended September 27, 1998 from $624,902 for the thirteen weeks
ended September 28, 1997.  The increase is attributable to the increased
cost of the new menus introduced by the corporate chefs.

      Restaurant labor and related expenses increased $34,003  or 4.7% to
$751,790 for the thirteen weeks ended September 27, 1998, from $717,787 for the
thirteen weeks ended September 28, 1997.  The increase is  attributable to
the increase associated with the hiring of corporate chefs to upgrade the
menu offerings.

      Restaurant occupancy expenses decreased $75,898 or 22% to $265,365 for
the thirteen weeks ended September 27, 1998, from $341,263 for the thirteen
weeks ended September 28, 1997.  The decrease is attributable to the closure
of the Levittown location.

      Other operating expenses decreased $105,893 to $517,120 for the thirteen
weeks ended September 27, 1998, from $623,012 for the thirteen weeks ended
September 28, 1997.  The decrease is attributable to the closure of the
Levittown location.  Other operating expenses consist mainly of fixed costs
such as utilities, royalties, insurance, repair & maintenance and  other
variable costs such as supplies and promotional items.

      Depreciation and Amortization decreased $63,974 or 15% to $140,486 for
the thirteen weeks ended September 27, 1998, from $204,460 for the year ended
September 28, 1997.  The decrease is attributable to the closure of the
Levittown location.

      General and administrative expenses increased $110,640 to $281,846 for
the thirteen weeks ended September 27, 1998, from $171,206 for the thirteen
weeks ended September 28, 1997. The increase  is attributable to the hiring
of a team of  marketing professionals. General and administrative expenses
consist of, among other things, executive salaries, other administrative
compensation, corporate office rent and corporate overhead expenses.

      The Company's net loss from operations increased $231,802 or 58.0% to
($820,751) for the thirteen weeks ended September 27, 1998, from ($588,949)
for the thirteen weeks ended September 28, 1997.  Net operating loss as a
percentage of revenues increased 16 percentage points to 44% from 28%, in
the respective periods. The increase in the loss can be attributable to a
number of factors namely increased marketing expenditures, labor and
administrative expenses.

Results of Operations -The thirty-nine weeks ended September 27, 1998 as
compared with thirty-nine weeks ended September 28, 1997.

      Total revenues decreased $1,103,677 or 16% to $5,795,021 for the
thirty-nine weeks ended September 27, 1998, from $6,898,698 for the twenty-one
weeks ended May 30, 1997 and eighteen weeks ended September 28, 1997.  The
decrease is attributable to the closure of the Levittown location.

      Food and beverage expense decreased $249,457 or 12% to $1,800,639 for the
thirty-nine weeks ended September 27, 1998 from $2,046,096 for the thirty-
nine weeks ended September 28, 1997. The decrease is  attributable to the
closure of the Levittown location.

      Restaurant labor and related expenses decreased $150,737  or 7% to
$2,389,695 for the thirty-nine weeks ended September 27, 1998, from
$2,238,958 for the thirty-nine weeks ended September 28, 1997.  The increase
is  attributable to the increase associated with the hiring of corporate
chefs to upgrade the menu offerings.

      Restaurant occupancy expenses decreased $180,408 or 18% to $804,883 for
the thirty-nine weeks ended September 27, 1998, from $985,291 for the thirty-
nine weeks ended September 28, 1997.  The decrease is attributable to the
closure of the Levittown location.

      Other operating expenses decreased $152,307 or 9% to $1,569,028 for the
thirty-nine weeks ended September 27, 1998, from $1,721,334 for the thirty-
nine weeks ended September 28, 1997.  The decrease is attributable to the
closure of the Levittown location. Other operating expenses consist mainly
of fixed costs such as utilities, royalties, insurance, repair & maintenance
and  other variable costs such as supplies and promotional items.

      Depreciation and Amortization decreased $71,633 or 15% to $421,457 for
the thirty-nine weeks ended September 27, 1998, from $493,090 for the year
ended September 28, 1997.  The decrease is attributable to the closure of the
Levittown location.

      General and administrative expenses increased $40,877 to $788,608 for the
thirty-nine weeks ended September 27, 1998, from $747,731 for the thirty-
nine weeks ended September 28, 1997.  The increase is attributable to the
hiring of a team of  marketing professionals. General and administrative
expenses consist of, among other things, executive salaries, other
administrative compensation, corporate office rent and corporate overhead
expenses.

      The Company's net loss from operations increased $645,487 or 48% to
($1,979,289) for the thirty-nine weeks ended September 27, 1998, from
($1,333,802) for the thirty-nine weeks ended September 28, 1997.  Net
operating loss as a percentage of revenues increased 15 percentage points to
34% from 19%, in the respective periods.    The increase in the loss can be
attributable to a number of factors namely increased marketing expenditures,
labor and administrative expenses.

(C)   Liquidity And Capital Resources

      Operating Activities.  During the period December 28, 1998 through March
 28, 1999 operations resulted in a loss of $536,656.  The change in cash was
$0. The company continued to operate utilizing current payables and debt
financing in the form of 12% senior secured notes as financing.

      As of  March 28, 1999, the Company had negative working capital of
$2,3841,825, as compared to negative working capital of $1,958,245 as of
December 27, 1998.

      The Company does not have trade accounts receivable, since sales are for
cash or by credit card receipts, which are usually paid within one week.
The Company does not maintain substantial inventories due to the relatively
brief shelf life and frequent turnover of food products and liquor.  The
restaurants receive deliveries of food not less frequently than every other
day and deliveries of  liquor several times each week.

      The Company's current leases require, and future leases may require, the
Company to pay taxes, maintenance, insurance, repairs and utility costs
which are also subject to inflation, and in addition, some leases contain,
and future leases may contain, escalations of annual rentals based upon
limited increases in specific cost-of-living indices, none of which are
controllable by the Company.

      The Company anticipates that it may continue to incur losses in the near
term as it continues to integrate operating margin improvement programs into
its existing restaurants.  However, the Company believes, although there can
be no assurance, that these programs will achieve profitability and/or
anticipated financing occur thereby and enhancing the Company's
profitability and working capital position.

      Financing Activities. It is management's belief that profitability will
be achieved by opening or acquiring additional restaurants to provide an
expanding revenue base to absorb fixed corporate overhead charges.  The
Company anticipates that revenues will exceed the increased expenditures
associated with the construction and acquisition of additional restaurants.

      The poor performance of any one restaurant could have a materially
adverse effect upon the financial condition of the Company.  However, the
Company believes, although there can be no assurance, that the adverse effect
of the results of any one restaurant will diminish as the number of restaurants
operated by the Company increases.  While the Company believes that
management efficiencies and marketing strategies will limit declines in
existing store revenues, there can be no assurance that future declines in
existing restaurant revenues will not occur and adversely affect the
Company.

                         Part II  OTHER INFORMATION

Item 1.    Legal Proceedings.

General

      Other than as discussed in this Item 3, there are no other legal
proceedings to which the Company is a party that are material to the Company's
business.

Submission of Matters to a Vote of Security Holders

Item 2.    Changes in Securities.

      None

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

      None

Item 5.    Other Information

      None

Item 6.    Subsequent Events

      During November 1998 the Kings Plaza Brooklyn, New York Red Robin was
successfully converted to a Redheads Bistro/Bar.

Item 7.    Exhibits and Reports on Form 8-K

      (A)  Exhibits Filed

           None

      (B)    The Company filed the following currents reports of Form 8-K and
8-K/A during the quarter ended September 27, 1998:

      None.


SIGNATURES

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

                                       Redheads, Inc,



Date:  March 21, 2000                  By:  s/ Charles O. Olson, Jr.
       --------------                       -------------------------
                                               Charles O. Olson, Jr.
                                               Chief Executive Officer