Walt Carucci & Joseph Sevall III Join SFG

North Carolina Growth

Private Placement

ESPN-Bruce Smith at Popeyes

News for You

Las Vegas, NV- With more than 845 delegates representing 435 franchise partners from 21 countries, SFG was selected as the top Popeyes Developer of the Year 2000. The prestigious award was given by AFC/Popeyes at the annual convention held at the Venetian Resort, Las Vegas, Nevada April 1st through the 3rd.

Jon Luther, President of Popeyes and Brain Lacey, Vice President of Franchise Development presented the award and stating that "This was a very high and significant achievement. Saratoga Food Group opened eight restaurants within one year, on budget and two years ahead of schedule."

Accepting the award was Joe Simone, SFG founder and President, his wife Ann, SFG Vice President, and James Purcell, Vice President for Development. Additionally, two of SFG's restaurants, opened for at least one year, were named to the prestigious Million Dollar Club.

Jon Luther called the rapid growth achievement by SFG and Mr. Simone, "a model for franchise partners to follow in developing their markets, and paving the way for capturing more market share in their communities."

The Developer of the Year Award identifies a franchise partner as one who has opened the most stores in the system, on or before schedule, within budget, and freestanding with drive-thrus

In expressing his gratitude for the award, Simone said, "Saratoga was able to build, open and staff the stores through integrated departments within the company including real estate, construction, operations, marketing and human resources. Our progress is the result of a total team effort by a professional and dedicated staff."

Popeyes, owned by AFCE a publicly traded company, is now ranked the number two chicken chain in the world.

Special Points of Interest

Chesapeake Popeyes Number 11 to Open in May 2001

SFG III to Open Four Popeyes in 2001

Popeyes AUV Reaches $931,000

Popeyes hits the $1 Billion Sales Mark

"We Do Right Ba-You" Campaign Kicks Off Nationally

Popeyes Introduces Eight New Menu Items - KFC Introduces One

Popeyes To Hold Next Convention in Orlando, Florida

"Leadership is making it possible for others to follow by thinking strategically and focusing on the right directions, removing the obstacles, developing ownership, and taking self-directed actions."

-From "Flight of the Buffalo"-

"I've neen scared and battered. My hopes the wind done scattered. Snow has friz me, sun has baked me. Looks like between 'em They done tried to make me Stop laughin' ,stop lovin' , stop livin' - But I don't care! I'm still here!

-Langston Hughes-

America's Great Black Poet

Saratoga Food Group, LLC

8605 Cameron Street

Suite 514

Silver Spring, MD, 20910

Phone:301-585-4870

Fax:301-585-5513

Email SFG Here

Creating Excitement through People and Careers

Concerns, comments, submissions should be directed to SFG online at

Newsletter Feedback

Watch for the Growth in 2001 of

Saratoga Land Development Company, LLC

Silver Spring, MD- SFG announces that Walt Carucci has joined SFG as COO. Mr. Carucci, a registered architect and graduate of Clemson University has spent more than 25 years in real estate development, organization and design, budgeting, forecasting and supervision.

Walt has built out over 170 million square feet of space, 300 restaurants and recently has completed 5 years as Vice President, Development with Al Copeland Investments in New Orleans, LA.

Over the last two and one half decades, Walt has helped build and grow Casa Bonita, Taco Bueno, Black Eyed Pea, and Copeland's Straya California Creole Cafe.

He has engineered the development of real estate for McCune Partners, of Oklahoma, Carlisle Properties of Dallas, Texas, Wilshire Construction Company, Dallas, Texas and Stiles Corporation of Florida and Nashville, TN.

Walt will coordinate the day-to-day operations of the company and oversee expansion and development.

Working alongside the founders, Joe and Ann Simone, Walt will oversee Saratoga Land Development Company, SFG Popeyes and the growth in North Carolina.

Walt and his wife Linda will locate to Silver Spring, Maryland from Nashville, TN. They have two sons at LSU in Baton Rouge, LA.

Silver Spring, MD-SFG has announced that Joseph Sevall III, a 16 year veteran of the Popeyes brand and system has joined the company.

Joe, as Executive Assistant to the President, will join Rick Wilkins, Vice President, Operations, to expand, develop, improve and accelerate the success of the SFG Popeyes in the greater Mid-Atlantic region. He will represent and support SFG founder, Joe Simone, in the Tidewater/Hampton market.

Joe has been associated with Steak n'Shake, Bojangles,

Lee's Famous Recipe, Captain D's and Popeyes. He was President of RMS, located in Georgia, one of Popeyes largest and most successful franchise partners with over 75 units. He was also President of Popeyes of Maryland, Inc., Baltimore, Maryland before joining SFG.

Joe has consistently increased sales and profits at his various operations from 98% to over 200% in comparable categories, and will work with Wilkins to expand training, increase cost control audits and oversee the development of more than 40 new restaurants over the next 4 years in Virginia and North Carolina.

Joe will locate to the Tidewater/Hampton region.

Silver Spring, MD-SFG has reported that the company and its affiliates will be represented in all new business by Vandeventer Black, a prestigious Norfolk based law firm.

Price Shapiro, Esquire, will be the lead counsel for SFG in all matters relating to SFG/Popeyes, land and financing for the Mid-Atlantic region of the company.

Nation for fast food spending. California was ranked first.

Walt Carucci, COO of SFG, said, "North Carolina is fertile territory for our company because it is a chicken market, with a rapidly expanding population and excellent demographics for our up scaling quick service menu." Carucci and Simone will focus of Greensboro DMA immediately.

Silver Spring, MD-SFG has initiated and completed the draft version of a PPM for market distribution by mid-May, 2001.

Simone, President and CEO of SFG, said "The PPM will enable the company to provide sufficient equity for the 25 stores in North Carolina, offering a strong return to investors, help to under-write the administrative costs for expansion and provide funds to make a market penetration quickly and precisely."

The PPM will be offered to known and new investors who qualify and several institutional enterprises. The target amount has not been disclosed, but indications are that between $5 and $7.5 million will be raised in the process

.PriceWaterhouseCoopers Securities has expressed interest and discussed the offering with the company.

No other details were known at press time.

Virginia Beach, VA-ESPN filmed legendary NFL All-Pro Defensive Lineman Bruce Smith for a full day in March for an April telecast.

They filmed Bruce as they toured his hometown of Virginia Beach, following him and his son Austin throughout the day and stopping at Popeyes for lunch, one of his off-the-field investments with SFG. Then they made a visit at the Norfolk Nighthawks Arena 2 Football practice at Taylor Field. ESPN does segments on top pro athletes and captures their environment on and off the field, covering their families, their community programs, their investments and their activities.

While at Popeyes, ESPN inquired how Bruce's football prowess carried over to the business world. Simone said,

"Bruce has a very keen sense for what is about to occur. As he can see a play develop on the field, in business he has a knack for knowing what will occur if certain events happen. He has an acute knowledge of detail and can recommend or devise strategies for compensating the potential outcome."

ESPN plans to air the program in April on its Saturday morning and Wednesday evening spots.

Popeyes/SFG is one of Bruce's investments and he was instrumental in making sure they made the stop and spoke with staff and company executives.

Bruce returns to the Washington Redskins this season under new coach Marty Schottenheimer.

Saratoga Food Group, LLC was created in January 1998 in order to expand, develop, build and operate Popeyes Chicken & Biscuits restaurants on the eastern seaboard. SFG is comprised of some of the most experienced franchise executives in the world and has a proven track record in the fast food industry generating an impact in its area of dominance-The Hampton Roads area of Virginia.

SFG has chosen the "Spirit of Life" statue as its logo. The statue, created in 1912 and erected in Congress Park, Saratoga Springs, New York in 1914, is a symbol of the creativity, perseverance and enthusiasm of a man and woman in pursuing the entrepreneurial dream in honoring integrity and individualism.

SFG accepts investors as subscribers, and organizes and manages LLC's that in turn own and operate the Popeyes restaurants. Subscription packages, investment letters, operating agreements and prospectus books may be obtained by contacting the company offices.

Spirit of Life is a publication of SFG and is used solely for marketing and informational purposes. It is distributed to managers, store personnel, selective individuals, groups and the investment community.

February and April show signs of sales rebound

SFG sponsors limited model stock car at Langley Race Track. Weekly races attract over 7500 fans.

Popeyes holds record convention in Las Vegas, Nevada with 21 countries and over 800 delegates. Korea and Japan won international awards while SFG, JanJer and several other top franchisees won awards domestically

Popeyes average unit volume has broke the

$900,000 mark reaching $931,000 per store. KFC is second with $835,000. Popeyes is now the second largest chicken chain in the world breaking the $1 billion sales mark system wide. The lineup is KFC, Popeyes, and Church's

AFCE, Franchiser of Popeyes and five national brands, went public in March. In a down market, the stock has held its opening price and is expected to climb in to the 20's by summer

Rick & Debbie winners in Las Vegas