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FORM 10-QSB

SECURITIES AND EXCHANGE COMMISSIONWashington D.C.  20549

Quarterly Report Under Section 13 or 15 (d)Of the Securities Exchange Act of 1934

For Quarter Ended **March 31, 2002**

Commission File Number    0-271133        
**ROAST "N" ROLL RESTAURANTS OF THE PAST, INC**.(Exact name of registrant as specified in its charter)             

                      NEVADA                                              88-0394012(State or other jurisdiction of                  (IRS Employerincorporation or organization)                       Identification No.)            

 

1700 Hylan Blvd.Statten Island, New York 10305(Address of principal executive offices)

									

Registrant's telephone number  including area code                                      (718) 351-4949
Former Address, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports)

      	Yes X   No
and (2) has been subject to such filing requirements for the past 90 days.              

Yes X    No
                 5,000,000(Number of shares of commonstock the registrant hadoutstanding as of November 14, 2002)                 
**PART 1
**ITEM 1 - FINANCIAL STATEMENTS**
The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

In the opinion of the Company, all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the consolidated financial position of the Company as of March 31, 2002 and the results of their consolidated operations and changes in their financial position from December  31, 2001 through March 31, 2002 have been made.  The results of their consolidated operations for such interim period is not necessarily indicative of the results to be expected for the entire year.

 

 

Roast-n-Roll Restaurants of the Past, Inc. and Subsidiary
Consolidated Balance Sheet
March 31, 2002
[Unaudited]**Assets
Current assets - Inventory
 $        4,080
Property and equipment, net
         99,751 
Other assets
Lease buy-out agreement, net
         29,056 
Deposit
         17,729 
Total Assets
 $     150,616 **Liabilities and Stockholders' Deficit
Current liabilities:
Checks written in excess of bank balance
 $        9,110 
Accounts payable and accrued liabilities
           6,383 
Related party payable
         16,925 
Accrued officers salaries
       165,000 
Short-term note payable
       210,000 
Total current liabilities
       407,418 
Commitments
                -   
Stockholders' deficit:
Common stock, par value $0.0027 per share;
    25,000,000 authorized, 5,000,000 shares 
    issued and outstanding
         13,500 
Additional paid-in capital
       630,248 
Accumulated deficit
      (900,550)
Total stockholders' deficit
      (256,802)
Total liabilities and stockholders' deficit
 $     150,616 
 

Roast-n-Roll Restaurants of the Past, Inc. and Subsidiary
Consolidated Statements of Operations
[Unaudited]
For the Three
For the Three
Months Ended
Months Ended
March 31, 2002
March 31, 2001
Revenues
 $                57,770 
 $                43,317 
Cost of Sales
                   22,739 
                   20,294 
Gross profit
                   35,031 
                   23,023 
Expenses
General and administrative
                 106,972 
                   81,360 
Depreciation and amortization
                     9,335 
                     9,247 
                 116,307 
                   90,607 
Loss before income taxes
                  (81,276)
                  (67,584)
Benefit for income taxes
                          -   
                          -   
Net loss
 $               (81,276)
 $               (67,584)
Net loss per common share, basic and diluted
 $                   (0.02)
 $                   (0.01)
Weighted average common shares outstanding,
   basic and diluted
               5,000,000 
               5,000,000 
 

 

Roast-n-Roll Restaurants of the Past, Inc. and Subsidiary
Consolidated Statements of Cash Flows
[Unaudited]
For the Three
 For the Three 
Months Ended
 Months Ended 
March 31, 2002
March 31, 2001**Cash flows from operating activities:
Net loss
 $               (81,276)
                  (67,584)
Adjustments to reconcile net loss to
  net cash used in operating activities:
Depreciation and amortization
                     9,335 
                     9,247 
Changes in operating assets and liabilities:
Increase in checks written in excess of
   bank balance
                     4,312 
                     4,690 
Decrease in accounts payable and 
   other accrued liabilities
                    (7,111)
                    (6,388)
Increase in accrued officer salaries
                   33,000 
                    33,000
Net cash used in
operating activities
                  (41,740)
                  (27,035)**Cash flows from investing activities:
Purchase of equipment
                    (8,260)
                          -   **Cash flows from financing activities:
Proceeds from short-term debt
                   50,000 
                   25,000 
Decrease in cash
                          -   
                    (2,035)
Cash balance, beginning of period
                          -   
                     2,035 
Cash balance, end of period
 $                       -   
 $                       -   
Roast-N-Roll Restaurants of the Past, Inc. and Subsidiary

Notes to the unaudited condensed and consolidated financial statements
- Summary of Significant Accounting Policies
The accompanying consolidated financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2002 and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted.  It is suggested that these consolidated condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys December 31, 2001 audited financial statements.  The results of operations for the period ended March 31, 2002 are not necessarily indicative of the operating results for the full year.
- Going Concern

The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern.  Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  As shown in the financial statements, the Company has negative working capital and a stockholders deficit at March 31, 2002, and for the period then ended, the Company has incurred losses and net cash outflows from operating activities.

The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.  The Companys continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitability.  Potential sources of cash include profitable operations, external debt, the sale of franchises or alternative methodssuch as mergers or sale transactions.  No assurances can be given, however, that the Company will be able to obtain any of these potential sources of cash.
**ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Liquidity and Capital Resources.

	The Registrant had $403,338 in working capital deficit at March 31, 2002,which is a result of operating losses incurred by the Company.  The Registrant intends to raise additional funds as needed through private placements with accredited and sophisticated investors.  There can be no assurance that the Company will be successful in raising additional funds.

Results of Operation.

During the quarter ended March 31, 2002, the registrant had a net loss of $81,276, compared to a net loss of $67,584  for the same period last year.  The Companys net loss increase is substantially due to expenses related to the Companys efforts to become publicly traded.

General and Administrative expenses include salaries accrued to two officers of the Company in the amounts of $33,000 for the three months ended March 31, 2002.

Plan of Operations. 

Effective May 1, 2001 the Company entered into a Plan and Agreement of Reorganization with the shareholders of Roast-N-Roll Restaurants of the Past, Inc., a privately-held New York corporation ("Roast").  As a result of the transaction, Roast became a wholly-owned subsidiary of the Company and the Company changed its name to Roast "N" Roll Restaurants of the Past, Inc.  In connection with the acquisition, all previously outstanding shares of the Company were repurchased and canceled and the shareholders of Roast were issued an aggregate of five million shares of common stock.  Additionally, previous management resigned and new management was appointed.  

Roast 'N' Roll Restaurants of the Past is based on a long-standing family developed concept. In mid-1970, the original Roll 'N' Roaster restaurant was launched in Brooklyn, New York. The founders were Peter & Sally LaMonica, their son Nick LaMonica, daughter Annette LaMonica and her husband, Nicholas Bruzzese Sr. This restaurant is still in operation today and has been in continuous operation for over 30 years.

This facility has become a Brooklyn landmark.  The restaurant developed the recipes and signature items that are being used in the Companys new Staten Island, New York restaurant.  These signature items include daily fresh baked (on premise) rolls/buns, hand prepared charcoal grilled chicken breast, and stylized "cottage fries" potatoes.  Especially noteworthy are the oven roasted butcher shop quality beef and turkey used in sandwiches and complementing "home made" gravies and marinades.  Between 1984 and 1987, Nick J LaMonica purchased the restaurant from his parents, his sister, and her husband Nicholas Bruzzese, Sr. At present, Mr. Nick LaMonica is the sole owner of the Brooklyn restaurant and has no affiliation with the Company or its operating subsidiary. 

	In November 1997, Roast 'N' Roll Restaurants of the Past Inc., opened its first restaurant. The restaurant is a 3,000 square feet leased location that can seat over 80 customers and easily accommodate over two dozen cars for parking.  The restaurant is located on Hylan Boulevard in Staten Island, New York.  This facility is open 7 days a week; Sunday to Thursday 11:00 AM to 9:00 PM and on Friday and Saturday from 11:00AM to 11:00PM.  In 2001 this location completed construction of a state of the art two-station drive through. 

Management presently believes it has effectively outlived the "initial stages" of typical restaurant development and has become an "established" restaurant in the area. Management will, however, continue to review its marketing, facilities, and food to assist and expedite this upward developing trend. Management hopes to open at least two more restaurants in the next 18- 24 months.  In that respect the Company commenced researching possible additional locations. Management has already inspected several potential sites and is pursuing negotiations for one lease location.

Management believes its strength is several of its tried and true established menu food item favorites. They believe that customers find these favorites unique to Roast N Roll and available nowhere else.  Roast N Roll has always maintained a higher quality of ingredients than its competitors and this yields a better tasting, fresher more healthful meal. The Company believes it is one of the earliest pioneers of upscale cooked to order fast food.  It never has precooked items waiting on warmers to be purchased.  This is a trend that has become popular with customers for over 10 years, and is a direct result of people demanding better tasting food and a consumer awareness of food born illness, brought about by precooked, food "held" until sold.

The Company's current marketing efforts involve media print ads with discount coupons attached and some direct mail of special offers and discounts. Its prominent Hylan Boulevard location boasts neon advertising lights, flags, banners, awning and signage. 

	Management also intends to develop opportunities in franchising.  This type of business growth will be pursued when management believes that the current restaurant is suitable as a franchise business model.  The Company has already developed and reduced all of the key elements to its restaurant concept to writing and currently has an operations and procedures manual and recipe books.  Management believes it can offer a complete "Turn-key" package to potential franchisees in the next twelve months.  The Company will require additional capital to implement its franchising concept.  That capital is expected to be generated through private placements and there is no guarantee that the Company will be successful in that endeavor.
**ITEM 3. CONTROLS AND PROCEDURES**Evaluation of disclosure controls and procedures.  The Companys principle executive officer and its principle financial officer, based on their evaluation of the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 (c) as of a date within 90 days prior to the filing of this Quarterly Report on Form 10QSB, have concluded that the Companys disclosure controls and procedures are adequate and effective for the purposes set forth in the definition in Exchange Act rules.

 Changes in internal controls.  There were no significant changes in the Companys internal controls or in  other factors that could significantly affect the Companys internal controls subsequent to the date of their evaluation.
**PART II****OTHER INFORMATION**
Item 1. Legal Proceedings. None

Item 2. Changes in Securities. None

Item 3. Defaults Upon Senior Securities. None

Item 4. Submission of Matters to a Vote of Security Holders. None

Item 5. Other Information. None

Item 6. Exhibits and Reports on Form 8-K.
Exhibits.   The following exhibits are filed with this report.

Written Statement of Chief Executive Officer with respect to compliance with Section 13(a) or 15 (d) of the Securities Exchange Act of 1934.

 Written Statement of Principle Accounting Officer with respect to compliance with Section 13(a) or 15 (d) of the Securities Exchange Act of 1934.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned authorized officer.

 

Dated November 14, 2002

                                           	Roast "N" Roll Restaurants of the Past, Inc.

		

/s/ Nicholas Bruzzese, Sr.         
 

Certification of Chief Executive Officer
I, Nick Bruzesse, Sr., certify that:I have reviewed this quarterly report on Form 10-QSB of Roast N Roll Restaurants of the Past, Inc.;

 Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition,  results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
- Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared.
- Evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
- Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
All significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  November 11, 2002

				/s/________________________________________

			Nick Bruzesse, Sr.

			Chief Executive Officer

Certification of Principle Accounting Officer
I, Nick Bruzesse, Jr., certify that:
1.I have reviewed this quarterly report on Form 10-QSB of Roast N Roll Restaurants of the Past, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition,  results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
- Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared.
Evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
- All significant deficiencies in the design or operation of internal controls which  could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  November 11, 2002

				/s/________________________________________

			Nick Bruzesse, Jr.

			Secretary/Treasurer

Exhibit 99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED 

PURSUANT BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
	In connection with the Quarterly Report of Roast-N-Roll Restaurants of the Past, Inc., on Form 10-QSB for the period ending March 31, 2002 as filed with the Securities ad Exchange commission on the date hereof (the "Report"), the undersigned, Nick Bruzesse Sr. Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities                                                       Exchange Act of 1934; andThe information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date:  November 11, 2002				/s/___________________________________			Nick Bruzesse, Sr.			Chief Executive Officer
Exhibit 99.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
	In connection with the Quarterly Report of Roast-N-Roll Restaurants of the Past, Inc., on Form 10-QSB for the period ending March 31, 2002 as filed with the Securities ad Exchange commission on the date hereof (the "Report"), the undersigned, Nick Bruzesse Jr. Secretary/Treasurer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:(1) The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities                                                       Exchange Act of 1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.Date:  November 11, 2002				/s/___________________________________			Nick Bruzesse, Jr.			Secretary/Treasurer
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