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Prospectus Summary

The following summary information is qualified in its entirety by the detailed information and financial statements appearing elsewhere in this Prospectus.

The Company: Hotch Pot, Inc. operates a chain of 140 fast-food outlets in the United States offering unusual combinations of dishes. The Offering: Common Stock offered by the Company 500,000 shares; Common Stock offered by the Selling Stockholders 300,000 shares; Common Stock to be outstanding after this offering 3,500,000 shares. Use of Proceeds: For the construction of new restaurants and to provide working capital.

THE COMPANY

Hotch Pot, Inc. operates a chain of 140 fast-food outlets in Illinois, Pennsylvania, and Ohio. These restaurants specialize in offering an unusual combination of foreign dishes. The Company was organized in Delaware in 1990.

USE OF PROCEEDS

The Company intends to use the net proceeds from the sale of 500,000 shares of Common Stock offered hereby, estimated at approximately $5 million, to open new outlets in midwest states and to provide additional working capital. It has no immediate plans to use any of the net proceeds of the offering for any other specific investment.

DIVIDEND POLICY

The company has not paid cash dividends on its Common Stock and does not anticipate that dividends will be paid on the Common Stock in the foreseeable future.

CERTAIN FACTORS

Investment in the Common Stock involves a high degree of risk. The following factors should be carefully considered in evaluating the Company:

Substantial Capital Needs. The Company will require additional financing to continue its expansion policy. The Company believes that its relations with its lenders are good, but there can be no assurance that additional financing will be available in the future.

Competition. The Company is in competition with a number of restaurant chains supplying fast food. Many of these companies are substantially larger and better capitalizedthan the Company.

CAPITALIZATION

The following table sets forth the capitalization of the Company as of December 31, 1999, and as adjusted to reflect the sale of 500,000 shares of Common Stock by the Company.

SELECTED FINANCIAL DATA

[The Prospectus typically includes a summary income statement and balance sheet.]

MANAGEMENT`S ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Revenue growth for the year ended December 31, 1999, resulted from the opening of ten new restaurants in the Company`s existing geographic area and from sales of a new range of desserts, notably crepe suzette with custard. Sales per customer increased by 20% and this contributed to the improvement in margins. During the year the Company borrowed $600,000 from its banks at an interest rate of 2% above the prime rate.

BUSINESS

Hotch Pot, Inc. operates a chain of 140 fast-food outlets in Illinois, Pennsylvania, and Ohio. These restaurants specialize in offering an unusual combination of foreign dishes. 50% of company`s revenues derived from sales of two dishes, sushi and sauerkraut and curry bolognese. All dishes are prepared in three regional centers and then frozen and distributed to the individual restaurants.

MANAGEMENT

The following table sets forth information regarding the Company`s directors, executive officers, and key employees:

EXECUTIVE COMPENSATION

The following table sets forth the cash compensation paid for services rendered for the year 1999 by the executive officers:

CERTAIN TRANSACTIONS

At various times between 1990 and 1999 First Cookham Venture Partners invested a total of $1.5 million in the Company. In connection with this investment, First Cookham Venture Partners was granted certain rights to registration under the Securities Act of 1933, including the right to have their shares of Common Stock registered at the Company`s expense with the Securities and Exchange Commission.

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of the Company`s voting Common Stock as of the date of this prospectus by (i) each person known by the Company to be the beneficial owner of more than 5% of its voting Common Stock, and (ii) each director of the Company who beneficially owns voting Common Stock. Unless otherwise indicated, each owner has sole voting and dispositive power over his shares.

DESCRIPTION OF CAPITAL STOCK

The Company`s authorized capital stock consists of 10,000,000 shares of voting Common Stock. As of the date of this Prospectus, there are 4 holders of record of the Common Stock. Under the terms of one of the Company`s loan agreements, the Company may not pay cash dividends on Common Stock except from net profits without the written consent of the lender.

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement, the Underwriter, Silverman Pinch Inc., has agreed to purchase from the Company and the Selling Stockholders 800,000 shares of Common Stock.

There is no public market for the Common Stock. The price to the public for the Common Stock was determined by negotiation between the Company and the Underwriter and was based on, among other things, the Company`s financial and operating history and condition, its prospects, and the prospects for its industry in general, the management of the Company, and the market prices of securities for companies in businessessimilar to that of the Company.

LEGAL MATTERS

The validity of the shares of Common Stock offered by the Prospectus is being passed on for the Company by Blair, Kohl, and Chirac and for the Underwriter by Chretien Howard.

LEGAL PROCEEDINGS

Hotch Pot was served in January 2000 with a summons and complaint in an action commenced by a customer who alleges that consumption of the Company`s products caused severe nausea and loss of feeling in both feet. The Company believes that the complaint is without foundation.

EXPERTS

The consolidated financial statements of the Company have been so included in reliance on the reports of Hooper Firebrand, independent accountants, given on the authority of that firm as experts in auditing and accounting.