IDEAL RESTAURANT GROUP, INC. IPO

Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. Our offering is being
made as a direct public offering, without the involvement of underwriters or
broker-dealers. We will receive up to $5,000,000 if all of the shares of common
stock offered by us are purchased. We will incur approximately $65,000 in
offering expenses and none of the proceeds will be used to pay these expenses.
All of the gross proceeds from the offering will be available for allocation as
described in the tabular presentation of our use of proceeds. We cannot
guarantee that we will sell any or all of the shares being offered by us. This
is a best efforts offering with no minimum-offering amount. The table below
estimates our use of proceeds, given the varying levels of success of the
offering. We expect that the proceeds will be used primarily towards business
development and working capital in an effort to expand our business.
                        
                         IF 25% OF          IF 50% OF          IF 75% OF          IF 100% OF   
                           SHARES             SHARES             SHARES             SHARES      
                          (250,000           (500,000           (750,000          (1,000,000   
                        SHARES) ARE        SHARES) ARE        SHARES) ARE        SHARES) ARE   
                            SOLD               SOLD               SOLD               SOLD       
                                                                                                
GROSS PROCEEDS FROM                                                                            
THIS OFFERING          $    1,250,000     $    2,500,000     $    3,750,000     $    5,000,000  
                                                                                                
RESTAURANT                                                                                     
DEVELOPMENT &                                                                                  
OPERATION                          --          1,200,000          2,400,000          3,600,000  
FUTURE RESTAURANTS            995,000          1,045,000          1,095,000          1,145,000  
PROMISSORY NOTES              105,000            105,000            105,000            105,000  
ADMINISTRATION                                                                                 
EXPENSES                      150,000            150,000            150,000            150,000  
                                                                                                
TOTALS                 $    1,250,000     $    2,500,000     $    3,750,000     $    5,000,000  

Restaurant Development & Operation

Restaurant development and operation expenses consist of construction
management, materials, labor and operating capital. We anticipate requiring
$1,200,000 to construct, develop and operate each family dining restaurant.
Approximately $1,050,000 is required to build one family dining restaurant and
approximately $150,000 of working capital is required for each family dining
restaurant.

We estimate the $1,200,000 cost to construct, develop and operate a family
dining restaurant as follows:

- $252,000 – kitchen design, appliances and exhaust system; 

- $170,000 – plumbing, electrical, hvac and sprinkler related 
  
- $ 45,000 – architectural 
 
- $ 70,000 – seating 

- $110,000 – aesthetics including signage, glass, mirrors, carpeting and 
  entrance 

- $ 53,000 – miscellaneous expenses 

-$ 150,000 – construction management 

- $200,000 – general construction 

- $150,000 – working capital 

Our anticipated budget per family dining restaurant assumes that we lease each
location and that each location employs a staff of approximately forty full-time
equivalent employees.

All of the estimates to construct, develop and operate have been estimated by
management based on discussions with various third-parties. Our estimates may
prove to be inaccurate and actual costs incurred will be determined only once we
have the necessary financial resources to begin construction, development and
operations.

Future Restaurants

The future restaurants category represents the amount we would set aside for the
construction, development and operation of future family dining restaurants for
which, at the time, we do not have enough capital to complete. The funds
allocated to the future restaurant category are not held in a separate bank
account but are internally earmarked to build new family dining restaurants if
we have sufficient capital.

Promissory Notes

We borrowed $98,700 from our president and two investors, Raymond Golden and
Ralph Redman. We intend to repay the promissory notes from proceeds of this
offering. We estimated the amount required is $105,000, inclusive of interest
payments.

Administration Expenses

Administration expenses include costs associated with operating our corporation,
including but not limited to accounting, audit, legal, regulatory compliance,
office expenses and management expenses. We estimate the costs associated with
continuous disclosure obligations of the SEC reporting requirements (e.g.
quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports
on Form 8-K)) will total approximately $30,000 to $50,000 per year. We
anticipate paying these expenses out of our cash on hand and revenues generated
in the future, and not through proceeds from the offering.

We believe that the maximum proceeds from this offering (i.e., $5,000,000) in
addition to our cash on hand will satisfy our basic, subsistence level, cash
requirements for up to 24 months, including legal and accounting costs
associated with this offering, incidental expenses, and the cost of constructing
up to three family dining restaurants.

Providing we are able to raise at least $1,455,000 (i.e. 29% of the maximum
offering size), we intend to utilize the proceeds to pay our offering expenses,
set aside funds for administration purposes, identify a desirable location for
our first family dining restaurant and begin construction and development.

We anticipate that each increment of $1,200,000 above $1,455,000 will be used to
construct, develop and operate additional family dining restaurants. For
example, if we raise at least $2,655,000, we plan to build two family dining
restaurants. If we raise more than $1,455,000 but less than the $1,200,000
necessary to build an additional family dining restaurant, we plan to set aside
such incremental funds until we have an amount sufficient to build another
family dining restaurant.

If we raise less than $1,455,000 from the sale of our shares under this
offering, we will continue our current operations but will require additional
capital from alternate sources to execute our business plan. We do not have any
alternative source of capital at this time and there can be no assurance that
any capital will be available on suitable terms. There is no assurance we will
raise sufficient funds to implement our plan.

Our budgetary allocations represent our best estimate of the allocation of the
net proceeds of this offering based upon the current status of our business.
Our estimates may prove to be inaccurate. We based this estimate on various
assumptions, including our anticipated sales and marketing expenditures, gross
margins, general operating expenses and revenues.  If any of these factors
change, we may find it necessary to reallocate a portion of the proceeds within
the above-described categories.  We may undertake new activities that will
require considerable additional expenditures, or unforeseen expenses may occur.
If our plans change or our assumptions prove to be inaccurate, we may need to
seek additional financing sooner than currently anticipated or to curtail our
operations.

Our officers and directors will have broad discretion in allocating a
substantial portion of the proceeds of this offering.  We will invest proceeds
not immediately required for the purposes described above principally in United
States government securities, short-term certificates of deposit, money market
funds or other short-term interest bearing investments.

If we needed to raise additional capital in the future, there is no assurance
that we would be successful in raising any debt or equity capital when it is
needed or on suitable terms. The cost of debt financing could be high, which may
prevent us from earning a profit and the cost of equity financing could be
substantially dilutive to our shareholders. If we are unable to raise the
capital we need in the time required or on suitable terms, our business would
fail and investors could lose their entire investment.

There have been no services performed, and we do not anticipate that there will
be any, by our officers, directors, principal shareholders, their affiliates or
associates that will be reimbursed with proceeds from this offering. None of the
offering proceeds we receive will be used to make loans to officers, directors
or affiliates.

The promotion of family dining restaurants is highly competitive and barriers to
entry are low. Privately-backed and public companies could choose to enter our
space and compete directly with us, or indirectly by offering substitute
offerings. With the influx of new entrants to the market, we expect competition
to persist and intensify in the future, which could harm our ability to increase
sales and generate a profit. Many companies and individuals are engaged in the
same or similar businesses.

Competition could result in reduced sales, reduced margins or the failure of our
online marketplace to achieve or maintain more widespread market acceptance, any
of which could harm our business.  Some of our competitors have significant
advantages over us, including greater name recognition, longer operating
histories, lower operating costs, pre-existing relationships with current or
potential customers, greater financial, marketing and other resources. These
advantages could allow our competitors to respond more quickly to opportunities
or changes in our markets. These competitive disadvantages could adversely
affect our ability to generate sales and profit. We may never achieve a profit
from our business.