Pizza & Pasta Magazine reports that retail sales of all forms of pizza rose to $21-billion in 1995, up from just $10 billion in 1984. Pizza sales are expected to rise to over $33-billion by the year 2004. The fast food market for America's three favorite foods are: 45% for hamburgers, 37% for pizza and 18% for chicken. Sales growth for multiple unit pizza operations grew at a recent rate of 9% versus 7% for hamburgers. By the year 2001, pizza sales are expected to surpass hamburgers. Both are relatively high-fat foods, but the Company believes consumers feel pizza is a healthier food than hamburgers. In the United States, one-third of all food purchase is from fast food outlets. The average person eats 45 slices of pizza a year.

The Company estimates that a traditional pizza restaurant spends $3,000-$8,000 per year to pay for the gas & electricity required to keep a conventional oven at cooking temperature. By using an oven turned on for only a few minutes, as demanded the yearly fuel charges drop to an estimate $1,200-$2,400. By providing pizza as a rapid order, the need for a sit down restaurant declines and the market can best be served as a stand-alone "drive-thru." Personnel requirement for waiters/waitress, hosts, busing and cleaning can be sharply reduced or eliminated. A drive-thru restaurant can often employ as little as 2 employees: one to add the toppings as ordered to ready made pizzas and configure other food items, and the other to dispense the orders and operate the cash register. The restaurant can even be arranged to be operated by wheelchair challenged personnel or otherwise served by some persons who are otherwise handicapped and would normally be precluded from participation in the restaurant business.

The Company has developed from the early pizza restaurant and the franchise experience of its founder. The proceeds of this offering will be used to advertise and market master franchises and franchises for AGIO Pizza® restaurants worldwide. Pizza is typically a high-margin food item that has are required a long preparation time. The typical cost breakdown for a pizza from a conventional restaurant retailing at $10.00 versus AGIO Pizza® are:

Means of Production/Stage of Product Development:

The Company has fully configured the restaurant to operate on either of three service principles: A) drive-thru only; B) drive-thru and seating for up to 40 customers; and C) drive-thru and seating for up to 40-customers with on-sale sales of beer and wine. A modular builder has provided complete specifications to the Company for all three service units, and any or all of the prototypes will be available for franchises. Extensive testing of the oven and the pizzas cooked by this method has been conducted by the founder(s). The Company will be able to provide a fresh, hot tasty alternative to much of the conventional fast food now provided for America's away-from-home dining consumers.

The Company's only immediate limitations are believed to be the identification of suitable sites by its franchises and avoiding imitators.The Company employs a modular building concept to speed restaurant construction and to sharply reduce construction costs.Contracts are being negotiated with both the oven producer and a modular building company to provide the required products at a fixed cost and with ready availability. The Company has developed manuals for the preparation of the products, menus, signage, and training of personnel. Due to the highly detailed instructions that are provided to franchisees the Company anticipates low startup time and attractive staffing requirements with hoped-for consistently profitable operations.AGIO Pizza® drive-thru units will employ "touch screens" (not shouting into "audio idiot" boxes) for ordering from the standardized menu. Such a system will largely eliminate human error in understanding and providing correct food orders. The Company also employs a state-of-the-art modem connected to each oven to insure proper processing times and to introduce new cooked menu items with a minimum of franchisee training.

Description of the Industry/Competition:

The retail food industry is highly varied and intensely competitive.Restaurants are often viewed as high-risk investments given that the business failure rate remains prominent. AGIO Pizza® will be competing with a number of other standard pizza restaurants, with different serving and/or taste concepts of pizza, with other fast food restaurants, with restaurants generally, with supermarkets, and with home-cooked foods. In many food franchises, the trend has been to lower and lower profit margins as competition has intensified. Too often the promise of a restaurant franchise has not been met as many other franchising proposals also meet with natural skepticism.

The Company knows that competition in the industry puts intense pressures on a new firm and requires a blend of competitive advantages with a strong marketing program and proven management to be successful. The Company believes that its formula for profitable operations will be recognized in both the United States and abroad, and lead to the rapid growth necessary for its objectives to be reached. Competitors such as Pizza Hut, Domino's, McDonalds, Wendy's, and numerous others have wide brand recognition and thousands of outlets both here and abroad. They are also backed up by substantial financial resources, and can be expected to react quickly to threatened incursions on their business. The Company's competitive advantages lay in a formula of being first in the industry to offer pizza and pasta as truly fast food, to offer low-cost restaurant franchising, to configure restaurants with minimal employee requirements, and (through modular construction) offer restaurants with the rapid on-site availability and "portability" as neighborhoods & site advantages change. Other franchised restaurants such as Checkers, have grown rapidly, in part by employing an attractive modular construction feature!

Marketing Strategy/Major Customers:

The founder's own experience in the pizza restaurant and franchising industry has convinced them of the need to concentrate on delivering low-cost meals that appeal to all family members. The "menu mix" will include salads, beverages, popular appetizers, subs, pastas and tested pizza toppings and crusts. High-end and more exotic foods could be introduced by some franchises but this will be a local decision, not encouraged by the Company except as a test. The concept is suitable for all typical fast food locations including some high client concentrations/densities such as at or near schools and military installations.

AGIO Pizza® believes its most suitable franchisee will be found in the $200-$500 thousand market as opposed to the $800,000-$1,500,000 franchise costs of many well-branded fast food outlets. The Company can provide lower cost entry due to its development of a variety of construction and delivery techniques that allow a franchisee competitive advantages over alternative restaurants. A complete drive-thru (excluding land-site and hook-up costs) could be available for $250,000. Addition of up to 40-seat sit-down restaurant will require an additional $110,000. Providing on-site beer and wine sales requires approximately $120,000 more. A franchisee will be responsible for site selection (subject to Company approval) and preparation, which requires a concrete slab and utility hook-ups. A modular restaurant can be on-site within six weeks of placing an order. The Company believes a unit may also be attached to a freestanding restaurant, pizza or otherwise. Industry studies suggest that restaurants with drive-thru windows typically generate 45%of their total revenues from those drive-thru customers.

The accelerating "home meal replacement" trend, well-identified by such companies such as Boston Chicken, will be expected to place the Company's franchises in the main stream of this expanding demand. By maintaining an affordable entry cost, the Company believes the franchises can be suitable for many lower-income areas where concentrations of potential customers exist, but without as much of the intense competition as found in more affluent areas. Also, drive-thru restaurants require little exterior space for parking and can often be successfully placed in locations that other restaurants find uneconomical.

The Company intends to market to potential franchisees through a combination of advertising and information releases by Internet; e-mail; media and Newsnet; direct mail; classified ads in publications such as Forbes and Fortune magazines; and by attendance and exhibits at major industry tradeshows. Existing franchisees who are dissatisfied with present returns as well as new entrants are believed to be the core market for the Company's units.

Number and Type of Employees:

The Company presently has five employees: the CEO & President, and its COO & Chief Marketing/Financial Officer serving as the Secretary-Treasurer. The Company intends to hire up to five (5) additional FT and PT employees within the next month, and more than 15 FT employees within the CY2006.

The Company is not subject to any collective bargaining agreements or federal employment laws from companies with more than 15 employees. The expected expansion of its payroll will include

1) VP of Master Franchising
2) IT Coordinator & Webmaster
3) Site Selection Coordinator
4) Bookkeeper
5) Financing Coordinator
6) Accountant
7) PR Coordinator
8) Executive Administrator
9) Personal Assistants (1)
10) Purchasing Coordinator
11) HR Coordinator
12) Presentations & Events Coordinator
13) Investor Coordinator
14) In-house (franchising) Counsel
15) Receptionist

The Company expects to contract with legal and administrative service providers on an "as needed" basis. The Company will also provide training facilities for franchisees and for selected personnel.

The Company anticipates creating an ESPP (Employee Stock Purchase Program) for full-time employees.

The Company has signed exclusive contracts with both Messrs. Hanko and Scoville.

Description of Properties Owned or to be Acquired:

The Company presently occupies a temporary office in downtown Pittsburgh, Pennsylvania, but anticipates moving to larger quarters within Pittsburgh SMSA upon completion of an SEC Reg. D offering. Management believes that it can service prospective franchisees from a central location without the immediate need for regional offices. Purchasing of food supplies will be standardized by the Company but will be expected to remain the responsibility of the franchisee and groups of franchisees. Franchisee sites are expected to occupy a minimum of 1,000 square feet with a maximum of 5,000 square feet depending upon the locale and configuration. It is the Company's intention to make each lease the responsibility of the franchisee, with assistance in terms and negotiations from the Company's consultants.

The Company believes a modular unit will be more attractive to potential franchisees for several reasons: modular construction provides a lower cost alternative to conventional construction; leasing companies may extend funds to a modular building that can be reclaimed and has alternative uses; and if the location proves unattractive to the owner, the unit may be removed and installed in a new site. Costs of purchase and installation are predictable and subject to very little variation from weather or labor problems. Drive-through units can also be fitted with Lexan® protective windows
to lessen the possibility of robbery.

Dependence on Intellectual Property:

The Company knows that any franchised restaurant operation today can be substantially duplicated by competitors. The sustaining differences come from extensive advertising and from proven management techniques. The Company has copyrighted its manuals for operations but does not believe this offers substantial protection. Instead, the Company depends on its complete and totally integrated processes for rapid installation and taking immediate advantage of its food concept. The Company has allocated a substantial proportion of the proceeds of this offering to advertising and developing the AGIO® brand name and logo. The name itself derives from the Italian [language] and means "something extra." It is believed to be a name that will be easily remembered and often appears at the top of alphabetically placed restaurant listings. The advertising will be contracted out to a firm with substantial experience in restaurant franchising. Company management will use the Internet to distribute its message and generate both potential franchisees and consumers for its products.

Corporate History:

The Company's founder, Stanley J. Hanko, learned the pizza business in his family owned pizza outlet. Norwin Pizza in Irwin, Pennsylvania. He opened METRO Pizza in North Versailles, PA in 1985, and then later franchised that operation to outlets in Forest Hills, Mt. Washington, Beaver, Woods Run Road, Portvue, Penn Hills, and Oakland--all located in the Pittsburgh SMSA area of PA. When Norwin Pizza opened in 1984, the first year revenues topped $1-million. The intense competition that developed in pizza thereafter steadily eroded sales and led to Mr. Hanko's focus on developing competitive niches to maintain revenues and profitability.

Regulation:

The Federal Trade Commission (FTC) sets rules and guidelines for franchising and the Company is subject to numerous provisions of federal, state, local laws. The Company is also subject to regulations associated with the fast food restaurant industry, which largely deals with sanitation of the premises and the quality of food served. When franchisees choose to offer beer and wine sales, they will be further subject to state and locale liquor laws. The Company may be also subject to so called "dramm-shop" laws in several states where it may operate units. These laws generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to such person. The Company intends to carry liability insurance, but believes that any such suits would be directed at the franchisee/operator as opposed to the Company.

The federal Americans With Disabilities Act (ADA) prohibits discrimination on the basis of disability in public accommodations and employment. The Company's units are designed to be accessible to the disabled. The Company intends to comply with the ADA and future regulations relating to accommodating the needs of the disabled, and the Company does not anticipate that compliance with such provisions will have a material adverse effect on its operations.

Strategy to Achieve Profitability:

The costs and revenues associated with operating a successful pizza restaurant are well known to the Company. Management has chosen to focus its efforts on franchising because they believe that personnel who are familiar with local territories and usage patterns will make better decisions than distant management. Also, franchising avoids the investment in purchase of plants and operating equipment by the Company, beyond the need for a demonstration unit. The Company will embark on a strategy of selling its Master Franchises and franchisees, on either a county-city and/or a state basis. Overseas opportunities will be addressed as the possibilities appear.

Impact of Delayed or Failed Milestones:

Failure to realize a complete sale of the Company's stock offering will restrict the Company's abilities to fully carry out the objectives detailed in "Description of the business." Nonetheless, the low front end cost of franchising new units and management's detailed operating specifications will still allow for eventual development of most of the planned activities, though on a slower and reduced scale.

A delay or failure to secure adequate contracts with the oven manufacturer and the select modular building manufacturing firm will invite competition, before the Company has had adequate time to secure the reputation of its name and logo. The Company does not believe this will be a problem.

Litigation:

The Company is not presently the subject of any litigation.