U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


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

      For the quarterly period ended September 30, 1999.


      Transition Report Under Section 13 or 15(d) of the Exchange Act

      For the transition period from ____________ to ____________.


                         COMMISSION FILE NUMBER: 1-11386


                       INTERNATIONAL FAST FOOD CORPORATION
 -------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)


            FLORIDA                                  65-0302338
            -------                                  ----------
(State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
 Incorporation or Organization)




                          1000 LINCOLN ROAD, SUITE 200
                           MIAMI BEACH, FLORIDA 33139
           ----------------------------------------------------------
                     (Address of Principal Executive Office)



                                 (305) 531-5800
           ----------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)



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  [  ]


The number of shares outstanding of the issuer's common stock, par value $.01
per share as of November 11, 1999 was 45,324,131.


Transitional Small Business Disclosure Format:     Yes [  ]      No [X]





<PAGE>





              INTERNATIONAL FAST FOOD CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>

                                      INDEX


PART I.    FINANCIAL INFORMATION                                                      PAGE NO.
                                                                                      --------

          <S>                                                                        <C>
           ITEM 1.  Financial Statements.........................................        2

           Consolidated  Balance Sheets as of September 30, 1999  (unaudited) and
           December 31, 1998.....................................................        2

           Consolidated  Statements of  Operations  for the Three Months and Nine
           Months  Ended September 30, 1999 and 1998 (unaudited).................        3

           Consolidated  Statements of  Shareholders'  Equity for the Nine Months
           Ended September 30, 1999 (unaudited)..................................        4

           Consolidated  Statements  of Cash  Flows  for the  Nine  Months  Ended
           September 30, 1999 and 1998 (unaudited)...............................        5

           Notes to Consolidated Financial Statements (unaudited)................        6

           ITEM 2.  Management's Discussion and Analysis or Plan of Operation            14

PART II.   OTHER INFORMATION

           ITEM 1.  Legal Proceedings............................................        22

           ITEM 2.  Changes in Securities and Use of Proceeds....................        22

           ITEM 5.  Other Information............................................        22

           ITEM 6.  Exhibits and Reports on Form 8-K.............................        23

           SIGNATURES............................................................        24
</TABLE>



<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS.


<TABLE>
<CAPTION>

              INTERNATIONAL FAST FOOD CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                     ASSETS
                                                                                   SEPTEMBER 30,    DECEMBER 31,
                                                                                      1999            1998
                                                                                   ----------       -----------
                                                                                   (unaudited)
CURRENT ASSETS:
<S>                                                                               <C>            <C>
     Cash and cash equivalents.............................................       $   608,051    $  4,013,371
     Restricted cash and certificates of deposit...........................           999,990         999,990
     Receivables...........................................................           250,227       1,573,480
     Inventories...........................................................           818,432         842,867
     Prepaid expenses and other............................................           814,816       1,150,700
                                                                                   ----------      ----------
         Total Current Assets..............................................         3,491,516       8,580,408
Furniture, Equipment, Buildings and Leasehold Improvements, net............        20,729,241      17,137,181
Deferred  Debenture  Issuance Costs, net of accumulated  amortization of
   $215,608 and $190,666, respectively.....................................           216,717         241,659
Deferred Issuance Costs of 11% Convertible Senior Subordinated Discount Notes,
   net of accumulated amortization of $169,417 and $100,827,
   respectively............................................................           816,618       2,417,546

Other Assets, net of accumulated  amortization of $403,704 and $284,532,
   respectively............................................................         1,245,419         991,461
Burger King  Development  Rights,  net of  accumulated  amortization  of
   $270,270 and $189,189, respectively.....................................           729,730         810,811
Domino's Development Rights, net of accumulated  amortization of $69,939
   and  $46,626, respectively............................................             119,164         142,477
Costs in excess of net assets acquired, net of accumulated  amortization
   of $77,228 and $19,307, respectively......................................       1,467,340       1,525,260
                                                                                   ----------     -----------
         Total Assets......................................................      $ 28,815,745    $ 31,846,803
                                                                                   ==========     ===========


                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
     Accounts payable......................................................      $  3,502,371    $  3,889,528
     Accrued interest payable..............................................           114,120          87,077
     Other accrued expenses................................................         1,417,896       1,176,019
     Current portion of bank credit facilities.............................         6,597,764       1,512,260
                                                                                   ----------      ----------
         Total Current Liabilities.........................................        11,632,151       6,664,884
11% Convertible Senior Subordinated Discount  Notes due October 31, 2007...         8,585,567      22,645,202
Bank Credit Facilities.....................................................         1,431,365       1,892,362
9% Subordinated Convertible Debentures, due December 15, 2007..............         2,756,000       2,756,000
                                                                                   ----------      ----------
         Total Liabilities.................................................        24,405,083      33,958,448
                                                                                   ----------      ----------
Deferred Credit............................................................           250,000       1,000,000
                                                                                   ----------      ----------

COMMITMENTS AND CONTINGENCIES (NOTES 2, 8 AND 9)
SHAREHOLDERS' EQUITY (DEFICIT):
     Series A Preferred Stock, $.01 par value, 2,000,000 shares authorized;
       32,985 and 32,985 shares issued and outstanding,
       respectively (liquidation preference of $3,298,500).................               330             330
     Series B Preferred Stock, $.01 par value, 400,000 shares authorized;
       158,134 shares and no shares issued and outstanding,
       respectively (liquidation preference of $15,813,436)................             1,581              --
     Common  Stock,  $.01  par  value,  200,000,000  shares  authorized;
       45,324,131   and  44,901,587   shares  issued  and   outstanding,              453,241         449,016
       respectively........................................................
     Additional paid-in capital............................................        32,377,237      17,888,248
     Accumulated deficit...................................................       (28,671,727)    (21,449,239)
                                                                                   ----------      ----------
         Total Shareholders' Equity (Deficit)..............................         4,160,662      (3,111,645)
                                                                                   ----------      ----------
         Total Liabilities and Shareholders' Equity (Deficit)..............      $ 28,815,745     $31,846,803
                                                                                 ============     ===========

</TABLE>


                             SEE ACCOMPANYING NOTES

                                       2
<PAGE>


<TABLE>
<CAPTION>



              INTERNATIONAL FAST FOOD CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                             THREE MONTHS ENDED            NINE MONTHS ENDED
                                                               SEPTEMBER 30,                 SEPTEMBER 30,
                                                             ------------------            -----------------
                                                             1999           1998           1999            1998
                                                             ----           ----           ----            ----
REVENUES:
<S>                                                      <C>            <C>           <C>             <C>
  Revenues..........................................     $ 3,747,425    $ 2,016,349   $11,589,343     $ 5,705,371
Food and Packaging..................................       1,384,910        784,067     4,413,430       2,235,433
                                                         -----------    -----------   -----------     -----------
Gross Profit........................................       2,362,515      1,232,282     7,175,913       3,469,938
                                                         -----------    -----------   -----------     -----------
RESTAURANT OPERATING EXPENSES:
  Payroll and Related Costs.........................         821,219        404,748     2,339,070       1,076,095
  Occupancy and Other Operating Expenses............       1,486,404        577,761     4,219,257       1,642,846
  Pre-opening Expenses..............................          35,567             --       774,159             --
  Depreciation and Amortization.....................         699,672        312,365     1,984,639         832,744
                                                         -----------    -----------   -----------     -----------
     Total Restaurant Operating Expenses............       3,042,862      1,294,874     9,317,125       3,551,685
     Loss From Restaurant Operations................        (680,347)       (62,592)   (2,141,212)        (81,747)
                                                         -----------    -----------   -----------     -----------
General and Administrative Expenses.................         959,430        837,308     3,218,144       1,979,714
                                                         -----------    -----------   -----------     -----------
OTHER INCOME (EXPENSES):
  Interest and other income, net....................         847,353        128,240     1,098,782         679,980
  Interest expense, including amortization of
   debentures issuance costs........................        (706,562)      (775,399)   (2,218,214)     (2,189,941)
  Foreign currency exchange gain (loss).............         117,989          9,337       (26,925)          4,736
                                                         -----------    -----------   -----------     -----------
     Total other income (expenses)..................         258,780       (637,822)   (1,146,357)     (1,505,225)
                                                         -----------    -----------   -----------     -----------
Loss before minority interest.......................      (1,380,997)    (1,537,722)   (6,505,713)     (3,566,686)
Minority Interest In Losses of Consolidated                       --         48,000            --         115,478
Subsidiary..........................................
Cumulative effect of change in accounting                         --             --       620,000              --
principle...........................................
                                                         -----------    -----------   -----------     -----------
Net Loss............................................     $(1,380,997)   $(1,489,722)  $(7,125,713)    $(3,451,208)
                                                         ===========    ===========   ===========     ===========
Basic and Diluted Net Loss Per Common Share.........           $(.03)         $(.03)        $(.16)          $(.08)
                                                         ===========    ===========   ===========     ===========
Weighted Average Number of Common Shares                  45,324,131     44,784,064    45,146,643      44,697,347
                                                         ===========    ===========   ===========     ===========

</TABLE>






                             SEE ACCOMPANYING NOTES




                                       3
<PAGE>




<TABLE>
<CAPTION>

              INTERNATIONAL FAST FOOD CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                   (UNAUDITED)



                                           COMMON STOCK         PREFERRED STOCK    ADDITIONAL
                                           ------------         ---------------     PAID-IN     ACCUMULATED
                                        SHARES      AMOUNT     SHARES    AMOUNT     CAPITAL       DEFICIT        TOTAL
                                        ------      ------     ------    ------     -------       -------        -----


<S>                                 <C>          <C>         <C>       <C>      <C>          <C>            <C>
Balances, December 31, 1998......     44,901,587   $449,016    32,985    $330     $17,888,248  $(21,449,239)  $(3,111,645)
  Issuance of common stock to 11%
     Noteholders.................        204,585      2,046        --      --         112,522            --       114,568
  Issuance of common stock for 6%
     preferred stock dividends...        217,959      2,179        --      --          94,596       (96,775)         --
  Issuance of  series B  convertible
  preferred  stock in  exchange  for
  conversion of  $17,900,000  in 11%
  discount notes.................            --          --    158,134  1,581      14,281,871            --    14,283,452
  Net loss for the period........            --          --        --      --            --    $ (7,125,713)  $(7,125,713)
                                      ----------   --------    ------    ----     -----------  ------------   -----------
Balances, September 30, 1999
(unaudited)......................     45,324,131   $453,241    191,119  $1,911    $32,377,237  $(28,671,727)  $ 4,160,662
                                      ==========   ========    =======  ======    ===========  ============   ===========


</TABLE>









                             SEE ACCOMPANYING NOTES



                                       4


<PAGE>



<TABLE>
<CAPTION>


              INTERNATIONAL FAST FOOD CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                  NINE MONTHS ENDED SEPTEMBER 30,
                                                                                  -------------------------------
                                                                                      1999              1998
                                                                                      ----              ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                               <C>            <C>
   Net loss ...................................................................   $(7,125,713)   $ (3,451,208)
   Adjustments to reconcile net loss to net cash used in operating activities:
     Cumulative effect of change in accounting principle ......................       620,000            --
     Amortization  and  depreciation  of  furniture, equipment,  buildings,
       leasehold improvements and development rights ..........................     2,947,681         937,138
     Amortization of debt discount and issuance costs .........................     1,849,687       1,895,292
     Forgiveness of Burger King fees ..........................................      (750,000)           --
     Minority interest in losses of subsidiary ................................          --          (115,478)
     Other operating items ....................................................       265,418           4,679
   Changes in operating assets and liabilities, net of acquisition of business:
     Receivables ..............................................................     1,323,253        (461,535)
     Inventories ..............................................................        24,435        (194,894)
     Prepaid expenses and other ...............................................    (1,058,276)       (746,081)
     Accounts payable and other accrued expenses ..............................      (145,279)      1,021,585
                                                                                  -----------    ------------
   Net cash used in operating activities ......................................    (2,048,794)     (1,110,502)
                                                                                  -----------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Payments for furniture, equipment and leasehold improvements ...............    (5,489,851)     (4,340,480)
   Payments for other assets ..................................................      (367,374)       (846,683)
   Purchase of minority interest in subsidiary ................................          --        (1,538,029)
                                                                                  -----------    ------------
   Net cash used in investing activities ......................................    (5,857,225)     (6,725,192)
                                                                                  -----------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayments of bank credit facilities .......................................      (391,907)       (246,624)
   Borrowings under bank credit facilities ....................................     5,016,414       1,575,023
   Payment of registration costs ..............................................          --           (30,456)
                                                                                  -----------    ------------
   Net cash provided by financing activities ..................................     4,624,507       1,297,943
                                                                                  -----------    ------------
   EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS ...............      (123,808)         (4,679)
                                                                                  -----------    ------------
   DECREASE IN CASH AND CASH EQUIVALENTS ......................................    (3,405,320)     (6,542,430)
   BEGINNING CASH AND CASH EQUIVALENTS ........................................     4,013,371      18,642,335
                                                                                  -----------    ------------
   ENDING CASH AND CASH EQUIVALENTS ...........................................   $   608,051    $ 12,099,905
                                                                                  ===========    ============
   SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest .................................................................   $   336,069    $    192,456
                                                                                  ===========    ============
     Interest capitalized .....................................................   $   177,100    $       --
                                                                                  ===========    ============

</TABLE>

                             SEE ACCOMPANYING NOTES


                                       5

<PAGE>


              INTERNATIONAL FAST FOOD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.       ORGANIZATION:

         International Fast Food Corporation ("IFFC" or the "Company"), was
incorporated in December 1991 as a Florida corporation. The Company, has,
subject to certain exceptions, the exclusive right to develop franchised Burger
King restaurants and Domino's Pizza stores ("Domino's Stores") in the Republic
of Poland ("Poland").


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         BASIS OF PRESENTATION -- The accompanying unaudited consolidated
financial statements, which are for interim periods, have been prepared by the
Company in conformity with the instructions to Form 10-QSB and Article 10 of
Regulation S-X and therefore do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. These unaudited consolidated financial statements should be read in
conjunction with the consolidated financial statements and the footnotes thereto
contained in the Annual Report on Form 10-KSB for the year ended December 31,
1998 of International Fast Food Corporation and Subsidiaries (the "Company"), as
filed with the Securities and Exchange Commission. The December 31, 1998
consolidated balance sheet contained herein was derived from audited
consolidated financial statements, but does not include all disclosures required
by generally accepted accounting principles.

         The accompanying unaudited consolidated financial statements include
the accounts of the Company and its Polish subsidiaries, International Fast Food
Polska, Sp. zo.o. ("IFFP"), Krolewska Pizza, Sp. zo.o. ("KP") and Pizza King
Polska, Sp. zo.o. ("PKP"). IFFP currently operates 25 Burger King restaurants
and 16 Domino's Pizza stores and a Domino's-approved commissary in Poland. All
significant intercompany transactions and balances have been eliminated in
consolidation. In the opinion of management, the interim consolidated financial
statements reflect all adjustments (which include only normal recurring
adjustments) necessary for a fair presentation of the information contained
therein. The interim results of operations are not necessarily indicative of the
results which may be expected for the full year.

         IFFC's restaurant and store operations are conducted in Poland. The
Polish economy has historically been characterized by high rates of inflation
and devaluation of the Polish zloty against the dollar and European currencies.
However, in recent years, the rates of inflation and devaluation improved. For
the years ended December 31, 1994, 1995, 1996, 1997 and 1998 the annual
inflation rate in Poland was 32%, 21.6%, 19.5%, 13.0% and 8.6%, respectively.
Payment of interest and principal on the 9% Convertible Subordinated Debentures,
11% Convertible Senior Subordinated Discount Notes, the new Citibank line of
credit and payment of franchise fees to Burger King Corporation ("BKC") and
Domino's Pizza, Inc. ("Domino's") for each restaurant and store opened are in
United States currency. Additionally, the Company is dependent on certain
sources of supply which require payment in European or United States currencies.
Because IFFC's revenues from operations are in zlotys, the official currency of
Poland, IFFC is subject to the risk of currency fluctuations. IFFC has and
intends to maintain substantially all of its unutilized funds in United States
or Western European denominated currency and/or securities and/or European
Currency Units. There can be no assurance that IFFC will successfully manage its
exposure to currency fluctuations or that such fluctuations will not have a
material adverse effect on IFFC.

         The value of the zloty is pegged pursuant to a system based on a basket
of currencies, as well as all other economic and political factors that effect
the value of currencies generally. At September 30, 1999 and December 31, 1998,
the exchange rate was 4.118 and 3.494 zlotys per dollar, respectively. The
accounts of IFFC's Polish subsidiaries are maintained in zlotys and are
remeasured into U.S. dollars, the functional currency, at the end of each
reporting period. Monetary assets and liabilities are remeasured, using current
exchange rates. Non-monetary assets, liabilities, and related expenses,
primarily furniture, equipment, leasehold improvements and related depreciation
and amortization, are remeasured using historical exchange rates. Income and
expense accounts, excluding depreciation and amortization, are remeasured using
an annual weighted average exchange rate. Transaction gains and losses that
arise from exchange rate fluctuations in transactions denominated in a currency
other than the functional currency are included in the results of operations as
incurred.




                                       6



<PAGE>


              INTERNATIONAL FAST FOOD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


         LIQUIDITY AND PLAN OF OPERATIONS -- As of September 30, 1999, IFFC had
negative working capital of approximately $8,140,634 and cash and cash
equivalents of $608,051. IFFC has significant commitments to develop restaurants
in accordance with the BKC Development Agreement and the New Master Franchise
Agreement with Domino's. The Company has sustained losses from operations since
its incorporation in December 1991. For the nine months ended September 30, 1999
and 1998, the Company reported net losses of $7,125,713 and $3,451,208,
respectively. At September 30, 1999 the Company had an accumulated deficit of
$28,671,727. These factors raise substantial doubt about the Company's ability
to continue as a going concern. The consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.

         Management believes that cash flows from currently existing stores,
when combined with existing financial resources and drawings on the Company's
$8,000,000 line of credit secured by BKC (which, under certain circumstances,
may be increased to $10,000,000) (see Note 11), will be sufficient to fund
operations and development costs through at least December 31, 1999. The Company
is in advance of the required development schedule. However, no assurance can be
given that management's goals will be achieved. Management is seeking to obtain
additional equity financing to fund future development. No assurance can be
given that such financing will be obtained or that it can be obtained on
favorable terms.

         CASH AND CASH EQUIVALENTS -- The Company considers all highly liquid
investments purchased with a maturity of three months or less at the time of
acquisition to be cash equivalents. The Company maintains its U.S. cash in bank
deposit accounts which, at times, may exceed federally insured limits. The
Company has not experienced any losses in such accounts. The Company believes it
is not exposed to any significant credit risk on cash and cash equivalents.

         NET LOSS PER COMMON SHARE -- The basic net loss per common share in the
accompanying unaudited consolidated statements of operations is based upon the
net loss after preferred dividend requirements of $98,955 and $98,955 for the
nine months ended September 30, 1999 and 1998, respectively, divided by the
weighted average number of shares outstanding during each period. Diluted per
share data for the nine months ended September 30, 1999 and September 30, 1998
is the same as basic per share data since the inclusion of all potential common
shares that would be issuable upon the exercise of options and warrants and the
assumed conversion of convertible debt and preferred stock would be
anti-dilutive.

         STORE PRE-OPENING EXPENSES -- Prior to January 1, 1999, the Company
capitalized pre-opening costs associated with opening new restaurants. Upon
commencement of revenue producing activities at a restaurant location, these
capitalized pre-opening costs were amortized over one year. In April 1998, the
Accounting Standards Executive Committee of the American Institute of Public
Accountants issued Statement of Position ("SOP") 98-5, "Reporting on the Costs
of Start-Up Activities." SOP 98-5 requires costs of start-up activities to be
expensed as incurred. The Company adopted SOP 98-5 on January 1, 1999. Upon
adoption, the Company expensed previously capitalized start-up costs totaling
$620,000 at January 1, 1999. In accordance with SOP 98-5, adoption has been
reported as a cumulative effect of change in accounting principle in the
accompanying unaudited consolidated statement of operations for the nine months
ended September 30, 1999. Pre-opening costs of $774,159 incurred subsequent to
December 31, 1998 have been charged directly to expense. If SOP 98-5 had been
adopted on January 1, 1998, pre-opening costs would have been $445,585 during
the nine months ended September 30, 1998.

         ADVERTISING EXPENSE -- The Company accounts for advertising expense in
accordance with SOP 93-7, "Accounting for Advertising Costs" which generally
requires that advertising costs be expensed either as incurred or the first time
the advertising takes place. It is the Company's policy to expense advertising
costs the first time the advertising takes place. However, Accounting Principles
Board Opinion ("APB") No. 28, "Interim Financial Reporting" allows advertising
costs to be deferred within a fiscal year if the benefits of an advertising
expenditure clearly extend beyond the interim period in which the expenditure is
made. Pursuant to APB 28, it is the Company's policy to defer advertising
expenses at the end of interim periods to the extent that such costs will


                                       7
<PAGE>


              INTERNATIONAL FAST FOOD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


clearly benefit future interim periods. During the nine months ended September
30, 1999, the Company incurred advertising expense of approximately $2,012,962,
of which approximately $640,008 was deferred at September 30, 1999 and is
included as a component of prepaid expenses in the accompanying September 30,
1999 unaudited consolidated balance sheet. Pursuant to SOP 93-7, the Company is
required to expense all advertising incurred at the end of the fiscal year.

         RECLASSIFICATION -- Certain amounts in the 1998 consolidated financial
statements have been reclassified to conform with the 1999 presentation.

3.       RESTRICTED CASH:

         At September 30, 1999, the Company had a $999,990 certificate of
deposit hypothecated to an outstanding line of credit with Totalbank.

4.       BANK CREDIT FACILITIES:

         Bank credit facilities at September 30, 1999 and December 31, 1998
consist of the following:

<TABLE>
<CAPTION>



                                                                              September 30,          December 31,
                                                                                  1999                  1998
                                                                                  ----                  ----
                                                                               (unaudited)
<S>                                                                      <C>                   <C>
 Amerbank,  S.A,  IFFP  overdraft  credit  line,  variable  rate
      approximately equal to prime, expiring April 1, 2000..........       $          --         $         386
 Amerbank,  S.A.,  PKP  overdraft  credit  line,  variable  rate
      approximately equal to prime, expiring June 1, 2000...........              11,766                25,288
 Amerbank, PKP line of credit of $300,000 payable in 10 quarterly installments
      of $30,000 commencing on December 26, 1998, interest payable monthly at
      3-1/8% above LIBOR,
      due at maturity March 26, 2001................................             176,363               266,362
 Amerbank, IFFP line of credit of $950,000 payable in 29 monthly installments of
      $32,000 commencing on March 12, 1998, interest payable monthly at .50%
      above LIBOR, due
      at maturity on August 12, 2000................................             342,000               630,000
 Amerbank, IFFP revolving credit facility of $1,500,000, interest is payable
      monthly at 2.50% above LIBOR, payable in 35 monthly installments of
      $41,666, commencing in July 2000, with final payment of $41,690, due at
      maturity on
      May 18, 2003..................................................           1,500,000             1,500,000
 Totalbank, IFFC line of credit of $999,000 payable in full on February 18,
      2000, interest at 6.50% payable quarterly, collateralized by certificates
      of deposit in the amount
      of $999,990...................................................             999,000               982,586
 Citibank, IFFP line of credit of $8,000,000 payable at maturity on January 15,
      2000, interest at LIBOR plus
      .95%, interest payable quarterly, unsecured...................           5,000,000                    --
                                                                           -------------         -------------
 Total Debt.........................................................           8,029,129             3,404,622
 Less: Current Maturities...........................................           6,597,764             1,512,260
                                                                           -------------         -------------
 Long Term Debt.....................................................       $   1,431,365         $   1,892,362
                                                                           =============         =============

</TABLE>




                                       8

<PAGE>
              INTERNATIONAL FAST FOOD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


5.       9% CONVERTIBLE SUBORDINATED DEBENTURES:

         The 9% Convertible Subordinated Debentures (the "Debentures") mature on
December 15, 2007 and provide for the payment of cash interest, semi-annually on
June 15 and December 15, until maturity. At September 30, 1999 and December 31,
1998, there were $2,756,000 of Debentures outstanding.

6.       11% CONVERTIBLE SENIOR SUBORDINATED DISCOUNT NOTES:

         On November 5, 1997, the Company sold $27,536,000 of 11% Convertible
Senior Subordinated Discount Notes Due October 31, 2007 ( the "Notes") in a
private offering. At September 30, 1999 and December 31, 1998, the notes are
comprised as follows:
<TABLE>
<CAPTION>

                                                                         September 30,        December 31,
                                                                             1999                1998
                                                                         ------------        ------------
                                                                          (unaudited)
<S>                                                                        <C>                <C>
         Face amount of notes at maturity.......................           $9,636,000         $27,536,000
         Unamortized  discount  to be  accreted as interest
         expense  and  added  to  the  original   principal
         balance of the notes over a period of three years......           (1,050,433)         (4,890,798)
                                                                           ----------         -----------
         Carrying value.........................................           $8,585,567         $22,645,202
                                                                           ==========         ===========
</TABLE>

         The Notes are convertible, at the option of the holder, into shares of
Common Stock. As of September 30, 1999, none of the Notes had been converted
into Common Stock. On August 31, 1999, $17,900,000 of the Notes were exchanged
for an aggregate of 158,134 shares of Series B Convertible Preferred Stock.

7.       SHAREHOLDERS' EQUITY:

         The Company's stock option plan provides for the granting of options to
qualified employees and directors of the Company. Stock option activity is shown
below for the nine months ended September 30, 1999:
<TABLE>
<CAPTION>

                                                                                        Weighted
                                                                      September 30,      Average
                                                                          1999         Share Price
                                                                          ----         -----------

<S>                                                                  <C>                <C>
   Outstanding at beginning of period......................             1,020,000          $.52
   Granted.................................................                    --           --
   Exercised...............................................                    --           --
   Expired.................................................              (100,000)         $.40
                                                                      -----------
   Outstanding at end of period............................               920,000          $.53
                                                                      ===========
   Exercisable at end of period............................               517,500          $.46
   Price range of options outstanding at end of period.....           $.40 - $.81
   Available for grant at end of period....................             1,080,000

</TABLE>


                                       9
<PAGE>


              INTERNATIONAL FAST FOOD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


         At September 30, 1999, IFFC had reserved the following shares of Common
Stock for issuance:


<TABLE>
<CAPTION>

<S>                                                                                            <C>
         Stock option plans...............................................................         2,000,000
         Convertible Debentures convertible into Common Stock at a conversion price
              of $8.50 per share on or before December 15, 2007...........................           324,235
         Series A Preferred Stock convertible into Common Stock at a conversion price
              of $3.00 per share..........................................................         1,099,500
         Series B Preferred Stock convertible into Common Stock at a conversion price
              of $.66 per share...........................................................        23,959,752
         Warrants to purchase 50,000 shares of Common Stock at an exercise price of
              $.2831 per share on or before January 5, 2004...............................            50,000
         Convertible Senior Subordinated Discount Notes convertible into Common
              Stock, after November 5, 1998, at a conversion price of $.70 per share......        13,765,714
                                                                                                  ----------
         Total reserved shares............................................................        41,199,201
                                                                                                  ==========
</TABLE>

8.       COMMITMENTS AND CONTINGENCIES:

         On February 24, 1999, IFFP entered into a credit agreement (the "Credit
Agreement") with Citibank (Poland) S.A. pursuant to which Citibank granted IFFP
a line of credit in the amount of $5,000,000 (the "Line of Credit"). The purpose
of the Line of Credit was to finance the construction of nine Burger King
restaurants. The Line of Credit is priced at 0.95% above LIBOR and matures on
January 15, 2000. As of September 30, 1999, $5,000,000 was outstanding on this
credit facility. In order for IFFP to enter into the Credit Agreement, holders
of the outstanding Notes were required to waive certain provisions of the Note
Indenture. As compensation for such waiver, the Noteholders were issued an
aggregate of 204,585 shares of Common Stock, with a fair value of $0.56 per
share. The fair value of the common stock issued was expensed in the first
quarter.

         The Line of Credit is guaranteed by BKC and the Company granted BKC a
security interest in the outstanding shares of IFFP. As a condition to the
guarantee, BKC required that IFFC, IFFP and Mitchell Rubinson, Chairman and
Chief Executive Officer, enter into a general release in favor of BKC for any
and all matters occurring prior to the date of the guarantee. Additionally, the
Company and IFFP entered into a reimbursement agreement (the "Reimbursement
Agreement") pursuant to which they agreed to reimburse BKC for any and all
amounts paid out by BKC pursuant to the guaranty and all costs and expenses
incurred by BKC in connection with the enforcement of its rights under the
Reimbursement Agreement. BKC also required that the Company, IFFP and Mitchell
Rubinson, the Chairman of the Board and Chief Executive Officer of the Company
and a principal shareholder ("Rubinson"), execute a general release of BKC
relating to any matters that occurred prior to the execution of the Credit
Agreement.

         Additionally, Rubinson entered into a purchase agreement with BKC which
provides that if IFFP and the Company default on their obligations under the
Reimbursement Agreement and BKC takes possession of the IFFP shares, Rubinson is
required to purchase the IFFP shares from BKC for an amount equal to all amounts
paid out by BKC pursuant to the guaranty and all costs and expenses incurred by
BKC in connection with the enforcement of its rights under the Reimbursement
Agreement. Mr. Rubinson received a fee of $150,000 from the Company in
connection with the Purchase Agreement.

         In March 1999, the Company entered into a letter agreement whereby it
granted Host Marriott Service Corporation ("Host Marriott") the non-exclusive
rights to develop and operate Burger King restaurants within enclosed shopping
centers located in Poland where Host Marriott has leased substantially all of
the food and beverage facilities, each location to be subject to the approval of
Burger King. Pursuant to such agreement, Host Marriott will pay IFFC (a) an
initial fee of US $25,000 per location in exchange for IFFC's pre-opening
support and assistance, including furnishing design and construction advice,
hiring and training management staff, and advising on the selection of
information and accounting systems for each Burger King restaurant developed by



                                       10

<PAGE>

              INTERNATIONAL FAST FOOD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Host Marriott, and (b) an on-going annual fee equal to the greater of U.S.
$7,000 per location, or 1.5% of Host Marriott's gross receipts from the
operation of each Burger King restaurant, in exchange for IFFC's on-going
technical assistance and services, including maintaining quality standards,
procurement and supply services, and on-going staff training. The annual fee
will be payable monthly, with an annual reconciliation, and will continue for
the duration of Host Marriott's operation of the location as a Burger King
restaurant.

         Further, IFFC has the option to acquire up to 50% interest in the net
income of any Burger King restaurants developed by Host Marriott pursuant to the
agreement. IFFC may exercise such option by giving Host Marriott written notice,
at any time prior to the opening of each Burger King restaurant, specifying the
percentage interest that IFFC intends to acquire. If IFFC exercises such option,
it will be responsible for a pro rata portion of the total costs incurred by
Host Marriott in building, equipping and opening such restaurant, together with
a pro rata portion of the cost of any common facilities (e.g., seating areas,
tray wash areas, office and storage space, point of sale and telecommunications
systems, etc.) used in connection therewith. The letter agreement terminates
simultaneously with the BKC Agreement. Additionally, Host Marriott will be
responsible for all amounts payable to BKC (e.g., franchise fees, advertising
contributions, and royalty fees) for the franchise rights for each location
developed by it pursuant to the agreement.

9.       LITIGATION:

         DISPUTE WITH POLISH FISCAL AUTHORITIES. As of July 1995, IFFC may have
become subject to penalties for failure to comply with an amended tax law
requiring the use of cash registers with certain calculating and recording
capabilities and which are approved for use by the Polish Fiscal Authorities. As
a penalty for noncompliance, Polish tax authorities may disallow certain value
added tax deductions for July and August 1995. Additionally, penalties and
interest may be imposed on these disallowed deductions. IFFP believes that its
potential exposure is approximately $460,000, which amount has been accrued for
in the accompanying consolidated financial statements as of December 31, 1998
and September 30, 1999. IFFP has requested a final determination by the Polish
Minister of Finance. The Company is unable to predict the timing and nature of
the Minister's ruling. Although IFFP's NCR Cash Register System was a modern
system, it could not be modified. In 1998, IFFP replaced the system with a new
Siemen's system which complies with Polish regulations.

         REGENESIS MATTER. The Company is a party to the following legal
proceeding: ELPOINT COMPANY, LLC AND GENNADY YAKOVLEV, VS. MITCHELL RUBINSON,
MARILYN RUBINSON, EDDA RUBINSON, NIGEL NORTON, JAMES F. MARTIN, LEON BLUMENTHAL,
LAWRENCE RUTSTEIN, SHULMAN & ASSOCIATES, INC., MANNY SCHULMAN, FRANKLYN
WEICHSELBAUM, JAMES MIRANTI, INTERNATIONAL FAST FOOD CORPORATION, DOMINO'S PIZZA
INTERNATIONAL, INC., REGENESIS HOLDINGS CORPORATION, United States District
Court, Northern District of California (Case No. 99-1107 CRB). On March 10,
1999, certain shareholders of Regenesis Holdings Corporation (f/k/a QPQ
Corporation) ("Regenesis") filed a complaint against IFFC and certain of its
senior management and principal shareholders, including Mitchell Rubinson,
IFFC's Chairman of the Board and Chief Executive Officer, and James Martin,
IFFC's Vice President and Chief Financial Officer. Regenesis formerly held the
right to develop Domino's Pizza stores in Poland. Certain former officers and
principal stockholders of Regenesis are officers and principal shareholders of
IFFC. The complaint alleges, among other things, that the defendants
fraudulently transferred the Domino's development rights to IFFC, thereby
causing Regenesis to lose value. Additionally, the complaint alleges that IFFC
engaged in the misappropriation of corporate opportunities of QPQ Corporation.
The plaintiffs are seeking unspecified monetary damages, including treble and
punitive damages, and reasonable costs and attorney's fees. A settlement between
all parties has been reached in this matter and is awaiting court approval.
Management does not believe the settlement will have a material adverse effect
on the financial condition or results of operation of the Company.

         OTHER LITIGATION. The Company is not a party to any litigation or
governmental proceedings that management believes would result in any judgments
or penalties that would have a material adverse effect on the Company.



                                       11
<PAGE>



              INTERNATIONAL FAST FOOD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


10.      SEGMENT INFORMATION:

         The Company operates subsidiaries in the fast food industry in the
Republic of Poland. The Company, through its two wholly owned subsidiaries,
International Fast Food Polska, Sp. zo.o. ("IFFP") and Pizza King Polska Sp.
zo.o. ("PKP"), operates franchised Burger King restaurants and Domino's Pizza
stores, respectively, in the Republic of Poland. The Company's reportable
segments are strategic business units that offer different products. The Company
evaluates the performance of its segments based on revenue and operating income.
The Company's Burger King restaurants offer dine-in and take out hamburgers,
cheeseburgers, chicken sandwiches, fish sandwiches, french fries, soft drinks
including milk shakes and ice cream. The Company Domino's Pizza stores offer its
customers take out and delivery service for its pizzas, salads, chicken wings,
breadsticks and soft drinks. There is no material intersegment revenue. Interest
expense related to working capital and development activity is included in the
Company's unaudited consolidated statements of operations.

         The following table presents financial information regarding the
Company's different industry segments as of and for the nine and three month
periods ended September 30, 1999 and 1998 (in thousands):


<TABLE>
<CAPTION>


                                                             NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)
                                                             ------------------------------------------------
                                                      IFFP           PKP           TOTAL        CORPORATE    CONSOLIDATED
                                                      ----           ---           -----        ---------    ------------
<S>                                                <C>           <C>           <C>           <C>             <C>
Revenue................................              $8,401        $3,188        $11,589       $     --        $11,589
Food and packaging costs...............               3,325         1,088          4,413             --          4,413
Restaurant operating expenses..........               4,774         1,785          6,559             --          6,559
Pre-opening costs......................                 599           176            775             --            775
Depreciation and amortization..........               1,586           398          1,984             --          1,984
                                                    -------        ------        -------        -------        -------
Loss from restaurant operations........             $(1,883)       $ (259)       $(2,142)       $    --        $(2,142)
                                                    =======        ======        =======        =======        =======
General and administrative expenses....                 967           354          1,321          1,897          3,218
                                                    -------        ------        -------        -------        -------


                                                                NINE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED)
                                                                ------------------------------------------------
                                                      IFFP           PKP           TOTAL        CORPORATE    CONSOLIDATED
                                                      ----           ---           -----        ---------    ------------
Revenue................................             $ 4,250       $ 1,455        $ 5,705       $     --         $5,705
Food and packaging costs...............               1,725           510          2,235             --          2,235
Restaurant operating expenses..........               1,893           825          2,718             --          2,718
Depreciation and amortization..........                 609           224            833             --            833
                                                    -------        ------        -------        -------        -------
Loss from restaurant operations........             $    23       $  (104)       $   (81)      $     --           $(81)
                                                    =======        ======        =======        =======        =======
General and administrative expenses....                 917           213          1,130            849          1,979
                                                    -------        ------        -------        -------        -------


                                                              THREE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)
                                                              -------------------------------------------------
                                                      IFFP           PKP           TOTAL        CORPORATE    CONSOLIDATED
                                                      ----           ---           -----        ---------    ------------
Revenue................................              $2,746        $1,001        $ 3,747         $   --        $ 3,747
Food and packaging costs...............               1,041           344          1,385             --          1,385
Restaurant operating expenses..........               1,669           638          2,307             --          2,307
Pre-opening costs......................                  --            35             35             --             35
Depreciation and amortization..........                 556           144            700             --            700
                                                    -------        ------        -------        -------        -------
Loss from restaurant operations........              $ (520)      $  (160)        $ (680)        $   --          $(680)
                                                    =======        ======        =======        =======        =======
General and administrative expenses....                 295           121            416            543            959
                                                    -------        ------        -------        -------        -------




                                       12
<PAGE>



              INTERNATIONAL FAST FOOD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



                                                         THREE MONTHS ENDED SEPTEMBER 30, 1998 (UNAUDITED)
                                                         -------------------------------------------------
                                                       IFFP           PKP           TOTAL        CORPORATE    CONSOLIDATED
                                                       ----           ---           -----        ---------    ------------
Revenue................................              $1,495        $  521         $2,016       $     --         $2,016
Food and packaging costs...............                 605           179            784             --            784
Restaurant operating expenses..........                 645           338            983             --            983
Depreciation and amortization..........                 218            94            312            --             312
                                                    -------        ------        -------        -------        -------
Loss from restaurant operations........             $    27         $ (90)        $  (63)      $     --         $  (63)
                                                    =======        ======        =======        =======        =======
General and administrative expenses....                 478            83            561            276            837
                                                    -------        ------        -------        -------        -------

</TABLE>

11.      SUBSEQUENT EVENTS:

         In October 1999, the remaining holders of the Notes agreed to amend the
Notes to provide that interest earned on the Notes from October 31, 2000 to
October 31, 2003 will be paid in additional Notes, rather than cash. Interest
payable thereafter will be payable in cash.

         In October 1999, IFFP increased the amount of the Line of Credit from
Citibank (Poland) S.A., which is guaranteed by BKC, to $8,000,000. IFFC may
increase the Line of Credit to $10,000,000 if it meets certain specified
criteria. As of November 12, 1999, $5,718,559 was outstanding on this credit
facility. All of the prior transaction documents were re-executed, including the
purchase agreement and the release. Additionally, as security for the Line of
Credit, BKC required that Mitchell Rubinson enter into a personal guaranty with
BKC and pledge 5,000,000 shares of the common stock of IFFC owned by him. In
connection with such matters, the Company entered into a reimbursement and fee
agreement whereby it agreed to reimburse Mr. Rubinson for all amounts paid by
him pursuant to his personal guaranty and to pay him a fee equal to 3% annually
of the amount being guaranteed. As of the date hereof, Mr. Rubinson has not been
paid under this agreement. In order for IFFP to increase the Line of Credit,
holders of the outstanding Notes were required to waive certain provisions of
the Note Indenture.

         In connection with the increase of the Line of Credit, IFFC granted
warrants to acquire 4,000,000 shares of Common Stock to BKC at an exercise price
of $2.00 per share. Such warrants are immediately exercisable and expire on
October 21, 2004.

         Effective November 1, 1999, Michael Welch, President, Chief Operating
Officer and a Director of the Company, resigned. James F. Martin was appointed
as President and Chief Operating Officer. Mr. Martin previously served, and
continues to serve, as Chief Financial Officer and a Director of the Company.




                                       13
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

GENERAL

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

         Information contained in this Quarterly Report on Form 10-QSB contains
"forward-looking statements" which can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "could," "intends," "estimates," "projected," "contemplated" or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology. No assurances can be given that the future results covered by the
forward-looking statements will be achieved. These statements, by their nature,
involve substantial risks and uncertainties, certain of which are beyond IFFC's
control. The following factors and other factors described elsewhere in this
annual report could cause actual experience to vary materially from the future
results covered in such forward-looking statements:

-         the future growth of our business and our ability to comply with the
          restaurant development agreement with Burger King Corporation (the
          "BKC Agreement") and the master franchise agreement with Domino's (the
          "Domino's Agreement");

-         our ability to improve levels of profitability; the sufficiency of
          cash flow provided by our operating, investing and financing
          activities;

-         changes in our financial condition, and the economic, business and
          political conditions in Poland;

-         the demand for our products and the ability of our third-party
          suppliers to meet our quantity and quality requirements;

-         the ability to consummate joint ventures or other strategic
          associations with third parties or lessors;

-         the ability to obtain suitable restaurant sites;

-         changes in the level of operating expenses and revenues;

-         changes in the present and future level of competition; and

-         our future liquidity and capital resource needs.

Other factors, such as the general state of the economy, could also cause actual
experience to vary materially from the matters covered in such forward-looking
statements.

GENERAL

         IFFC currently operates 25 Burger King restaurants and 16 Domino's
Pizza stores. Additionally, IFFC has granted a third party permission to operate
one additional Burger King store. IFFC has incurred losses and anticipates that
it will continue to incur losses until, at the earliest, it establishes a number
of restaurants and stores generating sufficient revenues to offset its operating
costs and the costs of its proposed continuing expansion. There can be no
assurance that IFFC will ever achieve profitability or be able to successfully
establish a sufficient number of restaurants to achieve profitability.





                                       14

<PAGE>


NINE MONTHS ENDED SEPTEMBER 30, 1999 VS NINE MONTHS ENDED SEPTEMBER 30, 1998

RESULTS OF OPERATIONS

         For the nine months ended September 30, 1999 and September 30, 1998,
IFFC generated sales of $11,589,343 and $5,705,371, respectively. In Polish
zlotys, IFFC generated sales of Pln.45,139,332 and Pln.19,965,946 for the nine
months ended September 30, 1999 and September 30, 1998, respectively. The 103.1%
increase in sales in U.S. dollar terms and 126.1% increase in Polish zloty terms
was primarily the result of the opening of new Burger King restaurants and
Domino's Pizza stores. Sales in U.S. dollar terms includes sales of $8,400,855
and $4,249,872 for the Burger King restaurants and $3,188,488 and $1,455,499 for
the Domino's Pizza stores, respectively. In Polish zloty terms IFFC's Burger
King same restaurant sales increased by approximately 5.0% for the nine months
ended September 30, 1999 as compared to the nine months ended September 30,
1998. Due to the devaluation of the zloty of approximately 11.5%, IFFC's Burger
King same restaurant sales, in U.S. dollar terms, decreased by approximately
6.5% for the nine months ended September 30, 1999 as compared to the nine months
ended September 30, 1998. The increase in same restaurant sales was primarily
attributable to the initial start up of television advertising in March 1999. In
U.S. dollar and Polish zloty terms, IFFC's Domino's same store sales increased
by approximately 10.3% and 22.7%, respectively, for the nine months ended
September 30, 1999 as compared to the nine months ended September 30, 1998. The
increase in same store sales was attributed to increased brand awareness in
Warsaw, Poland.

         During the nine months ended September 30, 1999, IFFC incurred food and
packaging costs of $4,413,430, payroll and related costs of $2,339,070,
occupancy and other operating expenses of $4,219,257, depreciation and
amortization expense of $1,984,639 and pre-opening costs of $774,159. For the
nine months ended September 30, 1998, IFFC incurred food and packaging costs of
$2,235,433, payroll and related costs of $1,076,095, occupancy and other
operating expenses of $1,642,846 and depreciation and amortization expense of
$832,744. The increases in the above expenses from 1998 to 1999 were primarily
due to the opening of new Burger King restaurants and Domino's Pizza stores.

         Food and packaging costs applicable to Burger King restaurants for the
nine months ended September 30, 1999 and 1998 were 39.6% and 40.6% of restaurant
sales, respectively. The 1.0% decrease as a percentage of restaurant sales was
primarily attributable to lower meat costs as a percentage of sales. Food and
packaging costs applicable to Domino's stores for the nine months ended
September 30, 1999 and 1998 were 34.1% and 35% of store sales, respectively. The
0.9% decrease as a percentage of store sales was primarily attributable to the
reduction of paper and cheese costs.

         Payroll and related costs applicable to Burger King restaurants for the
nine months ended September 30, 1999 and 1998 were 19.5% and 17.4% of restaurant
sales, respectively. The 2.1% increase as a percentage of restaurant sales was
primarily as a result of payroll costs incurred in the new restaurants during
their initial start up coupled with wage increases in the Warsaw restaurants.
Payroll and related costs applicable to Domino's stores for the nine months
ended September 30, 1999 and 1998 were 22.0% and 23.2% of store sales,
respectively. The 1.2% decrease as a percentage of restaurant sales was
primarily as a result of an increase in same store sales without a corresponding
increase in payroll expenses.

         Occupancy and other operating expenses applicable to Burger King
restaurants for the nine months ended September 30, 1999 and 1998 were 37.3% and
27.2% of restaurant sales, respectively. The 10.1% increase as a percentage of
restaurant sales was primarily attributable to higher royalties paid to Burger
King pursuant to the provisions of the BKC Agreement, coupled with higher
advertising costs, rent and utilities associated with the new restaurants.
Occupancy and other operating expenses applicable to Domino's stores for the
nine months ended September 30, 1999 and 1998 were relatively constant at 33.9%
and 33.5% of restaurant sales, respectively. The 0.4% increase as a percentage
of sales was primarily attributable to increased advertising expenses.

         Depreciation and amortization expense applicable to Burger King
restaurants was $1,585,855 as compared to $609,129 for the nine months ended


                                       15


<PAGE>

September 30, 1999 and 1998, respectively. The increase was primarily
attributable to depreciation for the new restaurants. Depreciation and
amortization expense applicable to Domino's stores was $398,784 as compared to
$223,615 for the nine months ended September 30, 1999 and 1998, respectively.
The increase was primarily attributable to depreciation on new stores.

         General and administrative expenses for the nine months ended September
30, 1999 and 1998 were 27.8% and 34.7% of sales, respectively. The 6.9% decrease
as a percentage of sales was primarily attributable to higher total sales
without a corresponding increase in general and administrative expenses. For the
nine months ended September 30, 1999, general and administrative expenses
equaled $3,218,144. It consisted of executive and office staff salaries and
benefits ("Salary Expense") of $1,056,336; legal and professional fees, office
rent, travel, telephone and other corporate expenses ("Corporate Overhead
Expense") of $1,581,833, debt issuance costs of $391,092, and depreciation and
amortization of $188,883. For the nine months ended September 30, 1998, general
and administrative expense was $1,979,714 and included Salary Expense of
$788,652; Corporate Overhead Expenses of $964,399, and depreciation and
amortization of $226,663. The $1,238,430 increase in general and administrative
expenses for 1999 is primarily attributable to increased salaries associated
with expanded Polish operations, debt issuance costs associated with the $5.0
million Citibank loan and higher legal fees.

         For the nine months ended September 30, 1999 and 1998 Interest and
Other Income consisted of the following:
<TABLE>
<CAPTION>

                                                                                   NINE MONTHS ENDED SEPTEMBER 30,
                                                                                   -------------------------------
                                                                                       1999                1998
                                                                                       ----                ----
<S>                                                                                <C>
Forgiveness of Burger King fee...........................................          $  750,000                 --

Interest income..........................................................              86,893           $711,936

All other, net...........................................................             261,889            (31,956)
                                                                                   ----------         ----------
                                                                                   $1,098,782           $679,980
                                                                                   ==========         ==========
         Interest Expense consisted of the following:

                                                                                 NINE MONTHS ENDED SEPTEMBER 30,
                                                                                 -------------------------------
                                                                                       1999                1998
                                                                                       ----                ----
Interest Expense on 9% Subordinated Convertible Debentures..........              $   186,030        $   186,030

Amortization of Debt Issuance Costs.................................                   95,886            214,744

Accretion of discount on 11% Convertible Senior Subordinated
   Discount Notes...................................................                1,753,801          1,680,548

Interest Expense on Bank Facilities.................................                  359,597            108,619

Less: Interest Capitalized .........................................                 (177,100)                --
                                                                                   ----------         ----------
Total...............................................................               $2,218,214         $2,189,941
                                                                                   ==========         ==========
</TABLE>

        Interest and other income increased by 61.6% to $1,098,782 from $679,980
for the nine months ended September 30, 1999 and 1998, respectively. The
increase in the 1999 period was primarily the result of the recognition of the
forgiveness of debt due Burger King of $750,000, which was partially offset by a
decrease in interest income. Interest income decreased for the 1999 period
primarily as the result of the decrease in cash and cash equivalents. Interest
expense exceeded interest and other income by $1,119,432 and $1,509,961 for the
nine months ended September 30, 1999 and 1998, respectively.

         IFFC's interest expense on bank facilities was $359,597 and $108,619
for the nine months ended September 30, 1999 and 1998, respectively. The
$250,978 increase was attributable to IFFC's increase of borrowings under bank
credit facilities.

                                       16

<PAGE>


         As a result of the foregoing, the nine months ended September 30, 1999,
IFFC generated a net loss of $7,125,713 or $.16 per share of IFFC's Common Stock
compared to a net loss of $3,451,208, or $.08 per share of IFFC's Common Stock
for the nine months ended September 30, 1998.

         IFFC anticipates that it will continue to incur certain expenses in
connection with its disputes with the Polish Fiscal Authorities. See "Legal
Proceedings - Dispute with Polish Fiscal Authorities" for a description of such
matters.

LIQUIDITY AND CAPITAL RESOURCES

         To date, IFFC's business operations have been principally financed by
proceeds from public offerings of IFFC's equity and debt securities, private
offerings of equity and debt securities, proceeds from various bank credit
facilities, proceeds from the sale of certain equity securities, the settlement
of certain litigation with BKC, and proceeds from the private sale of the Notes.

         Net cash used in operating activities increased by $938,292 for the
nine months ended September 30, 1999 compared to the nine months ended September
30, 1998. The increase was primarily attributable to increased losses from
operations in 1999.

         Net cash flows used in investing activities decreased from $6,725,192
to $5,857,225 for the nine months ended September 30, 1998 and 1999,
respectively. The decrease was attributable to the purchase of the minority
interest in IFFP from Agros Investments, S.A. for $1,538,029 during the nine
months ended September 30, 1998.

         Net cash provided by financing activities increased by $3,326,564 for
the nine months ended September 30, 1999, compared to the nine months ended
September 30, 1998. The increase was primarily attributable to advances under
the new Citibank Line of Credit.

         As of September 30, 1999, IFFC had negative working capital of
approximately $8,140,634 and cash and cash equivalents of $608,051. IFFC has
significant commitments to develop restaurants in accordance with the BKC
Development Agreement and the New Master Franchise Agreement with Domino's. The
Company has sustained losses from operations since its incorporation in December
1991. For the nine months ended September 30, 1999 and 1998, the Company
reported net losses of $7,125,713 and $3,451,208, respectively. At September 30,
1999 the Company had an accumulated deficit of $28,671,727. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The consolidated financial statements do not include any adjustments relating to
the recoverability and classification of asset carrying amounts or the amount
and classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.

         Management believes that cash flows from currently existing stores,
when combined with existing financial resources and drawings on the Company's
$8,000,000 line of credit secured by BKC (approximately $2,281,441 available at
November 12, 1999), which may, under certain circumstances, be increased to
$10,000,000, will be sufficient to fund operations and development costs through
at least December 31, 1999. However, no assurance can be given that management's
goals will be achieved. Management is seeking to obtain additional equity
financing to fund future development. No assurance can be given that such
financing will be obtained or that it can be obtained on favorable terms.

         BKC AGREEMENT AND DOMINO'S AGREEMENT -- IFFC's material commitments for
capital expenditures in its restaurant and store business relate to the
provisions of the BKC Agreement and the Domino's Agreement.

         AGREEMENT WITH MARRIOTT -- In March 1999, the Company entered into a
letter agreement whereby it granted Host Marriott Service Corporation ("Host
Marriott") the non-exclusive rights to develop and operate Burger King
restaurants within enclosed shopping centers located in Poland where Host
Marriott has leased substantially all of the food and beverage facilities, each
location to be subject to the approval of Burger King. Pursuant to such
agreement, which was amended in May 1999, Host Marriott will pay IFFC (a) an
initial fee of US $25,000 per location in exchange for IFFC's pre-opening
support and assistance, including furnishing design and construction advice,

                                       17


<PAGE>

hiring and training management staff, and advising on the selection of
information and accounting systems for each Burger King restaurant developed by
Host Marriott, and (b) an on-going annual fee equal to the greater of U.S.
$7,000 per location, or 1.5% of Host Marriott's gross receipts from the
operation of each Burger King restaurant, in exchange for IFFC's on-going
technical assistance and services, including maintaining quality standards,
procurement and supply services, and on-going staff training. The annual fee
will be payable monthly, with an annual reconciliation, and will continue for
the duration of Host Marriott's operation of the location as a Burger King
restaurant.

         Further, IFFC has the option to acquire up to 50% interest in the net
income of any Burger King restaurants developed by Host Marriott pursuant to the
agreement. IFFC may exercise such option by giving Host Marriott written notice,
at any time prior to the opening of each Burger King restaurant, specifying the
percentage interest that IFFC intends to acquire. If IFFC exercises such option,
it will be responsible for a pro rata portion of the total costs incurred by
Host Marriott in building, equipping and opening such restaurant, together with
a pro rata portion of the cost of any common facilities (e.g., seating areas,
tray wash areas, office and storage space, point of sale and telecommunications
systems, etc.) used in connection therewith. The letter agreement terminates
simultaneously with the BKC Agreement. Additionally, Host Marriott will be
responsible for all amounts payable to BKC (e.g., franchise fees, advertising
contributions, and royalty fees) for the franchise rights for each location
developed by it pursuant to the agreement.

         CONVERTIBLE NOTES -- In November 1997, the Company sold $27,536,000 of
its 11% Convertible Senior Subordinated Discount Notes Due October 31, 2007 (the
"Notes") in a private offering. Interest is payable semi-annually, in cash, on
April 30 and October 31 of each year, commencing April 30, 2001. The Notes are
comprised as follows at September 30, 1999 and December 31, 1998:

<TABLE>
<CAPTION>

                                                                 September 30,       December 31,
                                                                     1999                1998
                                                                     ----                ----
<S>                                                               <C>               <C>
   Face amount of notes at maturity.........................      $9,636,000        $27,536,000
   Unamortized   discount   to  be  accreted  as  interest
     expense and added to the original  principal  balance
     of the notes over a period of three years..............      (1,050,433)        (4,890,798)
                                                                  ----------        -----------
   Carrying value...........................................      $8,585,567        $22,645,202
                                                                  ==========        ===========
</TABLE>

         The Notes are convertible, at the option of the holder, into shares of
Common Stock. As of September 30, 1999, none of the Notes had been converted
into Common Stock. On August 31, 1999, $17,900,000 of the Notes were exchanged
for an aggregate of 158,134 shares of Series B Preferred Stock. Additionally, in
October 1999, the remaining holders of the Notes agreed to amend the Notes to
provide that interest earned on the Notes from October 31, 2000 to October 31,
2003 will be paid in Notes, rather than cash. Interest payable thereafter will
be payable in cash.

         DISPUTE WITH POLISH FISCAL AUTHORITIES -- IFFC anticipates that it will
continue to incur certain expenses in connection with its disputes with the
Polish Fiscal Authorities. See "Legal Proceedings -- Dispute with Polish Fiscal
Authorities" for a description of such matters and IFFC's best estimates of the
expenses IFFC anticipates incurring and the timing of such expenses.

         POLISH BANK ACCOUNTS -- As of September 30, 1999 and December 31, 1998,
the Company had approximately $484,883 and $1,842,966, respectively, in Polish
bank accounts with substantially all of such funds held as U.S. dollar
denominated deposits. Substantially all of the Company's remaining cash is held
in U.S. dollar accounts in U.S. Banks.



                                       18
<PAGE>

         CREDIT FACILITIES -- IFFC has also financed its operations through the
use of credit facilities.

         On February 24, 1999, IFFP entered into a credit agreement (the "Credit
Agreement") with Citibank (Poland) S.A. pursuant to which Citibank granted IFFP
a loan in the amount of $5,000,000 (the "Line of Credit"). The purpose of the
Line of Credit was to finance the construction of nine Burger King restaurants.
The Line of Credit is priced at 0.8% above LIBOR and matures on January 15,
2000. As of September 30, 1999, $5,000,000 was outstanding on this credit
facility. In order for IFFP to enter into the Credit Agreement, holders of the
outstanding Notes were required to waive certain provisions of the Note
Indenture. As compensation for such waiver, the Noteholders were issued an
aggregate of 204,585 shares of Common Stock, with a fair value of $.56 per
share.

         The Line of Credit is guaranteed by BKC and the Company granted BKC a
security interest in the outstanding shares of IFFP. As a condition to the
guarantee, BKC required that IFFC, IFFP and Mitchell Rubinson enter into a
general release in favor of BKC for any and all matters occurring prior to the
date of the guarantee. Additionally, the Company and IFFP entered into a
reimbursement agreement (the "Reimbursement Agreement") pursuant to which they
agreed to reimburse BKC for any and all amounts paid out by BKC pursuant to the
guaranty and all costs and expenses incurred by BKC in connection with the
enforcement of its rights under the Reimbursement Agreement. BKC also required
that the Company, IFFP and Mitchell Rubinson, the Chairman of the Board and
Chief Executive Officer of the Company and a principal shareholder ("Rubinson"),
execute a general release of BKC relating to any matters that occurred prior to
the execution of the Credit Agreement.

         Additionally, Rubinson entered into a purchase agreement with BKC which
provides that if IFFP and the Company default on their obligations under the
Reimbursement Agreement and BKC takes possession of the IFFP shares, Rubinson is
required to purchase the IFFP shares from BKC for an amount equal to all amounts
paid out by BKC pursuant to the guaranty and all costs and expenses incurred by
BKC in connection with the enforcement of its rights under the Reimbursement
Agreement. Mr. Rubinson received a fee of $150,000 from the Company in
connection with the Purchase Agreement.

         In October 1999, IFFP increased the amount of the Line of Credit to
$8,000,000. IFFP may increase the Line of Credit to $10,000,000 if the Company
meets certain specified criteria. As of November 12, 1999, $5,718,559 was
outstanding on this facility. All of the prior transaction documents were
re-executed, including the purchase agreement and the release. Additionally, as
security of the Line of Credit, BKC required that Mitchell Rubinson enter into a
personal guaranty with BKC and pledge 5,000,000 shares of the common stock of
IFFC owned by him. In connection with such matters, the Company entered into a
reimbursement and fee agreement whereby it agreed to reimburse Mr. Rubinson for
all amounts paid by him pursuant to his personal guaranty and to pay him a fee
equal to 3% annually of the amount being guaranteed. As of the date hereof, Mr.
Rubinson has not been paid under this agreement. In order for IFFP to increase
the Line of Credit, holders of the outstanding Notes were required to waive
certain provisions of the Note Indenture.

         ACCOUNTING POLICIES -- The following is a summary of certain accounting
policies that are new or have become material to the Company's operations during
the first nine months of 1999. For a discussion of all of the Company's material
accounting policies, reference is made to the Company's Annual Report on Form
10-KSB for the year ended December 31, 1998.

         Prior to January 1, 1999, the Company capitalized pre-opening costs
associated with opening new restaurants. Upon commencement of revenue producing
activities at a restaurant location, these capitalized pre-opening costs were
amortized over one year. In April 1998, the Accounting Standards Executive
Committee of the American Institute of Public Accountants issued Statement of
Position ("SOP") 98-5, "Reporting on the Costs of Start-Up Activities." SOP 98-5
requires costs of start-up activities to be expensed as incurred. The Company
adopted SOP 98-5 on January 1, 1999. Upon adoption, the Company expensed
previously capitalized start-up costs totaling $620,000 at January 1, 1999. In
accordance with SOP 98-5, adoption has been reported as a cumulative effect of


                                       19


<PAGE>

change in accounting principle in the accompanying consolidated statement of
operations for the nine months ended September 30, 1999. Pre-opening costs of
$774,159 incurred subsequent to December 31, 1998 have been charged directly to
expense. If SOP 98-5 had been adopted on January 1, 1998, pre-opening expenses
would have been $445,585 during the nine months ended September 30, 1998.

         The Company accounts for advertising expense in accordance with SOP
93-7, "Accounting for Advertising Costs" which generally requires that
advertising costs be expensed either as incurred or the first time the
advertising takes place. It is the Company's policy to expense advertising costs
the first time the advertising takes place. However, Accounting Principles Board
Opinion ("APB") No. 28, "Interim Financial Reporting" allows advertising costs
to be deferred within a fiscal year if the benefits of an advertising
expenditure clearly extend beyond the interim period in which the expenditure is
made. Pursuant to APB 28, it is the Company's policy to defer advertising
expenses at the end of interim periods to the extent that such costs will
clearly benefit future interim periods. During the nine months ended September
30, 1999, the Company incurred advertising expense of approximately $2,012,962,
of which approximately $640,008 was deferred at September 30, 1999 and is
included as a component of prepaid expenses on the accompanying unaudited
consolidated balance sheet. Pursuant to SOP 93-7, the Company is required to
expense all advertising incurred at the end of the fiscal year.

IMPACT OF INFLATION AND CURRENCY FLUCTUATIONS

         The official currency in Poland is the zloty. The value of the zloty is
pegged pursuant to a system based on a basket of currencies, as well as all
other economic and political factors that effect the value of currencies
generally. At September 30, 1999, the exchange rate was 4.118 zlotys per dollar.
The accounts of IFFC's Polish subsidiaries are maintained using the Polish
zloty.

         IFFC's restaurant and store operations are conducted in Poland. The
Polish economy has historically been characterized by high rates of inflation
and devaluation of the Polish zloty against the dollar and European currencies.
However, in the years ended December 31, 1997 and 1998, the rates of inflation
and devaluation improved. For the years ended December 31, 1994, 1995, 1996,
1997 and 1998 the annual inflation rate in Poland was 32%, 21.6%, 19.5%, 13.0%
and 8.6% respectively, and as of December 31, 1994, 1995, 1996, 1997 and 1998
the exchange rate was 2.437, 2.468, 2.872, 3.514 and 3.494 zlotys per dollar,
respectively. Payment of interest and principal on the 9% Convertible
Subordinate Debentures, 11% Convertible Senior Subordinated Discount Notes, the
new Citibank line of credit and payment of franchise fees to Burger King and
Domino's for each restaurant and store opened are in United States currency.
Additionally, IFFC is dependent on certain sources of supply which require
payment in European or United States currencies. Since IFFC's revenues from
operations will be in zlotys, IFFC is subject to the risk of currency
fluctuations. IFFC has and intends to maintain substantially all of its
unutilized funds in United States or Western European currency denominated
securities and/or European Currency Units. There can be no assurance that IFFC
will successfully manage its exposure to currency fluctuations or that such
fluctuations will not have a material adverse effect on IFFC.

         Thus far, IFFC's revenues have been used to fund restaurant operations
and IFFC's expansion. As a result, such revenues have been relatively insulated
from inflationary conditions in Poland. There can be no assurance that
inflationary conditions in Poland will not have an adverse effect on IFFC in the
future.

YEAR 2000 COMPUTER ISSUE

         The SEC has issued Staff Legal Bulletin No. 5 stating that public
operating companies should consider whether there will be any anticipated costs,
problems and uncertainties associated with the Year 2000 issue, which affects
many existing computer programs that use only two digits to identify a year in
the date field. The Company has recently upgraded its computer operating systems
and believes that such systems are Year 2000 compliant. Additionally, IFFC
intends that any computer systems that it may purchase or lease in the future
will have already addressed the Year 2000 issue and anticipates that its
business operations will electronically interact with third parties very
minimally, if at all.

         However, IFFC has not fully assessed the impact of the Year 2000 issue
on third parties with whom IFFC has material relationships, including its
distributors and suppliers. BKC is assisting the Company by assessing the
compliance of BKC-approved suppliers. Additionally, the Company is undertaking



                                       20
<PAGE>


an assessment of third parties with which it has material relationships and
expects to complete the assessment of this information by September 1999.
Certain of the Company's suppliers are not computerized and will not be affected
by the Year 2000. However, the Company has determined that a material number of
its suppliers have antiquated computer systems which may be materially affected.
As information is received, the Company intends to analyze the compliance issues
and develops a strategy for non-compliant third parties on whom the Company is
materially dependent.

         To date, the Company estimates that it has spent approximately $50,000
on Year 2000 efforts across all areas and expects to spend a total of
approximately $150,000 when complete. The Company expects to fund Year 2000
costs through operating cash flows and proceeds from debt and equity financings.
All system modification costs associated with Year 2000 will be expensed as
incurred.

         The Company currently believes that the Year 2000 issue will not
present a materially adverse risk to its future consolidated results of
operations, liquidity, and capital resources. However, if the Company's belief
that its computer operating systems are compliant is incorrect or the level of
timely compliance by key suppliers or vendors is not sufficient, the Year 2000
issue could have a material impact on the Company's operations including, but
not limited to, delays in delivery of supplies resulting in loss of revenue,
increased operating costs, loss of customers or suppliers, or other significant
disruptions to the Company's business. The Company is in the process of
formulating contingency and business continuation plans which address the Year
2000 issue.

         Determining the Year 2000 readiness of third party products
(information technology and other computerized equipment) and business
dependencies (including suppliers and distributors) requires pursuit, collection
and appraisal of voluntary statements made or provided by those parties, if
available, together with independent factual research. Although the Company has
taken, and will continue to take, reasonable efforts to gather information to
determine and verify the readiness of such products and business dependencies,
there can be no assurance that reliable information will be offered or otherwise
available. In addition, verification methods (including testing methods) may not
be reliable or fully implemented. Accordingly, notwithstanding the foregoing
efforts, there are no assurances that the Company is correct in its
determination or belief that a product or a business dependency is Year 2000
ready.






                                       21
<PAGE>



                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

         DISPUTE WITH POLISH FISCAL AUTHORITIES. As of July 1995, IFFC may have
become subject to penalties for failure to comply with an amended tax law
requiring the use of cash registers with certain calculating and recording
capabilities and which are approved for use by the Polish Fiscal Authorities. As
a penalty for noncompliance, Polish tax authorities may disallow certain value
added tax deductions for July and August 1995. Additionally, penalties and
interest may be imposed on these disallowed deductions. IFFP believes that its
potential exposure is approximately $460,000, which amount has been accrued for
in the accompanying consolidated financial statements as of December 31, 1998.
IFFP has requested a final determination by the Polish Minister of Finance. The
Company is unable to predict the timing and nature of the Minister's ruling.
Although IFFP's NCR Cash Register System was a modern system, it could not be
modified. In 1998, IFFP replaced the system with a new Siemen's system which
complies with Polish regulations.

         REGENESIS MATTER. The Company is a party to the following legal
proceeding: ELPOINT COMPANY, LLC AND GENNADY YAKOVLEV, VS. MITCHELL RUBINSON,
MARILYN RUBINSON, EDDA RUBINSON, NIGEL NORTON, JAMES F. MARTIN, LEON BLUMENTHAL,
LAWRENCE RUTSTEIN, SHULMAN & ASSOCIATES, INC., MANNY SCHULMAN, FRANKLYN
WEICHSELBAUM, JAMES MIRANTI, INTERNATIONAL FAST FOOD CORPORATION, DOMINO'S PIZZA
INTERNATIONAL, INC., REGENESIS HOLDINGS CORPORATION, United States District
Court, Northern District of California (Case No. 99-1107 CRB). On March 10,
1999, certain shareholders of Regenesis Holdings Corporation (f/k/a QPQ
Corporation) ("Regenesis") filed a complaint against IFFC and certain of its
senior management and principal shareholders, including Mitchell Rubinson,
IFFC's Chairman of the Board and Chief Executive Officer, and James Martin,
IFFC's Vice President and Chief Financial Officer. Regenesis formerly held the
right to develop Domino's Pizza stores in Poland. Certain former officers and
principal stockholders of Regenesis are officers and principal shareholders of
IFFC. The complaint alleges, among other things, that the defendants
fraudulently transferred the Domino's development rights to IFFC, thereby
causing Regenesis to lose value. Additionally, the complaint alleges that IFFC
engaged in the misappropriation of corporate opportunities of QPQ Corporation.
The plaintiffs are seeking unspecified monetary damages, including treble and
punitive damages, and reasonable costs and attorney's fees. A settlement between
all parties has been reached in this matter and is awaiting court approval.
Management does not believe the settlement will have a material adverse effect
on the financial condition or results of operation of the Company.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         On August 31, 1999, the Company issued 158,134 shares of its newly
authorized Series B Convertible Preferred Stock, par value $.01 per share, in
exchange for $17,900,000 in stated principal amount of the Notes. Such shares
were issued in reliance on the exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended, and the provisions of Regulation D
promulgated thereunder. Shares of the Series B Convertible Preferred Stock are
immediately convertible into that number of shares of Common Stock determined by
dividing the aggregate liquidation value of the shares being converted by $.66.
The liquidation value of the Series B Convertible Preferred Stock is $100.00 per
share.


ITEM 5.  OTHER INFORMATION.

         Effective November 1, 1999, Michael Welch, President, Chief Operating
Officer and a Director of the Company, resigned. James F. Martin was appointed
as President and Chief Operating Officer. Mr. Martin previously served, and
continues to serve, as Chief Financial Officer and a Director of the Company.





                                       22

<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a)      Exhibits:

           EXHIBIT NO.                    DESCRIPTION
           ---------------        ----------------------------

                10.1*     Employment Agreement dated October 4, 1999 between
                          IFFC and James F. Martin.
                10.2      Amendment to Restaurant Development Agreement dated as
                          of October 21, 1999 by and among Burger King
                          Corporation, IFFC and IFFP.
                10.3      Amended and Restated Reimbursement Agreement dated as
                          of October 21, 1999 by and among IFFC, IFFP and Burger
                          King
                10.4      Amended and Restated Agreement for the Transfer of
                          Title to Shares by way of Security dated as of October
                          21, 1999 by and between IFFC, IFFP and Burger King
                          Corporation.
                10.5      General Release dated as of October 21, 1999 by and
                          among Burger King Corporation, IFFC, IFFP and Mitchell
                          Rubinson.
                10.6      Amended and Restated Purchase Agreement dated as of
                          October 21, 1999 by and among IFFC, Mitchell Rubinson,
                          IFFP and Burger King Corporation.
                10.7      Guarantee of Future Advances Agreement dated as of
                          October 21, 1999 by and among IFFC, IFFP, Mitchell
                          Rubinson and Burger King Corporation.
                10.8      Deferred Payment Agreement dated as of October 21,
                          1999 by and among IFFC, IFFP and Burger King
                          Corporation.
                10.9      Warrant to Subscribe for and purchase 4,000,000 shares
                          of Common Stock issued to Burger King Corporation.
                10.10     Guaranty dated October 21, 1999 by and between
                          Mitchell Rubinson and Burger King Corporation.
                10.11     Security and Pledge Agreement dated October 21, 1999
                          by and between Mitchell Rubinson and Burger King
                          Corporation.
                10.12*    Reimbursement and Fee Agreement dated as of October
                          14, 1999 by and among IFFC and Mitchell Rubinson.
                27.1      Financial Data Schedule (filed electronically only).


----------

  *These exhibits are management contracts or compensatory plans or
   arrangements.

  (b) No reports on Form 8-K were filed during the quarter ended
      on September 30, 1999.





<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15 (d) of the Securities Exchange Act
of 1934, International Fast Food has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                       INTERNATIONAL FAST FOOD CORPORATION



DATE:  November 15, 1999          By: /S/ MITCHELL RUBINSON
                                     ----------------------
                                      Mitchell Rubinson, Chairman of the Board,
                                      Chief Executive Officer
                                     (Principal Executive Officer)

DATE:  November 15, 1999          By:/S/ JAMES MARTIN
                                     ----------------
                                      James Martin, President and Chief
                                      Financial  Officer
                                      (Principal Financial and
                                      Accounting Officer)