Dippy Foods, Inc. (OTC BB: DPPI) has entered into a share exchange agreement with Americas Favorite Food Corp. (AFFC) and all of the shareholders of AFFC to acquire all of the outstanding shares of AFFC. Dippy Foods will issue an aggregate of 8,000,000 new shares of restricted common stock, subject to Rule 144 of the Security Act of 1933, to be distributed over a period of two years to the shareholders of AFFC. AFFC will be a wholly owned subsidiary of Dippy Foods. This transaction is a result of ongoing negotiations among the parties and the proposed joint venture as initially announced in Dippy Foods' news release of March 14, 2001.