FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

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


                        For Quarter Ended March 31, 2003

                         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 Employer
incorporation or organization)                              Identification No.)


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


Registrant's telephone numberincluding 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 common
                            stock the registrant had
                         outstanding as of May 3, 2003)
                                                  ----
<PAGE>


PART 1

ITEM 1 - FINANCIAL STATEMENTS

         The condensed  consolidated  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, 2003 and the results of their
consolidated  operations and changes in its financial position from December 31,
2002 through  March 31, 2003 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.

                                       2

<PAGE>




<PAGE>

            Roast-n-Roll Restaurants of the Past, Inc. and Subsidiary
                           Consolidated Balance Sheet
                                 March 31, 2003
                                   [Unaudited]

  Assets
  ------

Current assets - Inventory                                       $        3,072

Property and equipment, net                                              79,331

Other assets
  Lease buy-out agreement, net                                           11,648
  Deposit                                                                18,573
                                                                 --------------

                    Total Assets                                 $      112,624
                                                                 ==============


  Liabilities and Stockholders' Deficit
  -------------------------------------

Current liabilities:
  Cash overdraft                                                 $        4,573
  Accounts payable and accrued liabilities                                7,297
  Accrued officers salaries                                             297,000
  Shareholder advances                                                   91,787
  Advances received for stock issuance                                  235,000
                                                                 --------------

                    Total current liabilities                           635,657

Commitments and contingencies                                                 -

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                                                (1,166,781)
                                                                 --------------

                    Total stockholders' deficit                        (523,033)
                                                                 --------------

                    Total liabilities and stockholders' deficit  $      112,624
                                                                 ==============



                                       3
<PAGE>

            Roast-N-Roll Restaurants of the Past, Inc. and Subsidiary
                      Consolidated Statement of Operations
                                   [Unaudited]

                                                           Three Months Ended
                                                               March 31,
                                                          2003           2002
                                                       -------------------------

Sales                                                  $    46,244    $  57,770

Cost of goods sold                                          24,166       22,739
                                                       -----------    ---------

                     Gross profit                           22,078       35,031

Operating Expenses
      General and administrative                            80,280      106,972
      Depreciation and amortization                          8,842        9,335
                                                       -----------    ---------

 Total operating expenses                                   89,122      116,307
                                                       -----------    ---------

                    Loss before income taxes              (67,044)      (81,276)


Benefit for income taxes                                         -            -
                                                       -----------    ---------

                    Net loss                           $   (67,044)   $ (81,276)
                                                       ===========    =========

 Net loss per common share, basic and diluted          $     (0.01)   $   (0.02)
                                                       ===========    ==========
Weighted average common shares outstanding,
   basic and diluted                                     5,000,000    5,000,000


                                       4
<PAGE>

            Roast-N-Roll Restaurants of the Past, Inc. and Subsidiary
                      Consolidated Statements of Cash Flows
                                   [Unaudited]

                                                          Three Months Ended
                                                              March 31,
                                                       -------------------------
                                                           2003         2002
                                                       -------------------------

Cash flows from operating activities:
   Net loss                                            $   (67,044)   $ (81,276)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
        Depreciation and amortization                        8,842        9,335
        Changes in operating assets and liabilities:
           Increase in cash overdraft                        1,634        4,312
           Decrease in accounts payable                     (3,157)      (7,111)
           Increase in accrued officer salaries             33,000       33,000
                                                       -----------    ---------

             Net cash used in operating activities         (26,725)     (41,740)
                                                       -----------    ---------

Cash flows from investing activities-
   purchase of property and equipment                            -       (8,260)
                                                       -----------    ---------

Cash flows from financing activities:
   Proceeds from Shareholder advances                       26,725            -
   Advances received for stock issuance                          -       50,000
                                                       -----------    ---------

             Net cash provided by financing activities      26,725       50,000
                                                       -----------    ---------

             Net change in cash and cash equivalents             -            -

Cash and cash equivalents at beginning of period                 -            -
                                                       -----------    ---------

Cash and cash equivalents at end of period             $         -    $       -
                                                       -----------    ---------


                                       5
<PAGE>


            Roast-N-Roll Restaurants of the Past, Inc. and Subsidiary
     Notes to the unaudited condensed and consolidated financial statements


1. Summary of           Organization
   Significant          Roast-N-Roll Restaurants of the Past, Inc. (the Company)
   Accounting           was incorporated in the State of New York on January 23,
   Policies             1997 to engage in any lawful  activity under the laws of
                        New  York.   The  Company  is   currently   operating  a
                        restaurant in Staten Island, New York.

                        On May 1, 2001, pursuant to a Reorganization  Agreement,
                        all of the issued and outstanding  shares of the Company
                        were acquired by Aquamotion, Inc. (a Nevada corporation)
                        and,  accordingly,  the  Company  became a  wholly-owned
                        subsidiary of Aquamotion,  Inc. Aquamotion, Inc. changed
                        its name to Roast-N-Roll Restaurants of the Past, Inc.

                        Estimates
                        The  preparation  of financial  statements in conformity
                        with  accounting  principles  generally  accepted in the
                        United  States of America  requires  management  to make
                        estimates and assumptions  that affect certain  reported
                        amounts and  disclosures.  Accordingly,  actual  results
                        could differ from those estimates.

                        Earnings Per Share
                        The  computation  of basic  earnings per common share is
                        based  on  the   weighted   average   number  of  shares
                        outstanding during each period.

                        The computation of diluted  earnings per common share is
                        based  on  the   weighted   average   number  of  shares
                        outstanding  during  the period  plus the  common  stock
                        equivalents which would arise from the exercise of stock
                        options  and  warrants  outstanding  using the  treasury
                        stock  method  and the  average  market  price per share
                        during the  period.  Common  stock  equivalents  are not
                        included in the diluted per share calculation when their
                        effect is  antidilutive.  As of March 31, 2003 and 2002,
                        the   Company   had  no  stock   options   or   warrants
                        outstanding.


                                       6
<PAGE>


2. Going                The accompanying financial statements have been prepared
   Concern              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, 2003, the Company
                        has incurred losses and net cash outflows from operating
                        activities for the period then ended.

                        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 Company's
                        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  methods  such 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.

3. Unaudited            The accompanying  consolidated financial statements have
   Financial            been  prepared  by the  Company  without  audit.  In the
   Statements           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,  2003  and for  all  periods
                        presented  have been made. The results of operations for
                        the  three   months   ended   March  31,  2003  are  not
                        necessarily indicative of the results to be expected for
                        the entire year.

4. Basis of             The  accompanying   unaudited   consolidated   financial
   Presentation         statements   have  been   prepared  by   management   in
                        accordance  with the  instructions  in Form  10-QSB and,
                        therefore,  do not include all information and footnotes
                        required by accounting  principles generally accepted in
                        the United States of America and should,  therefore,  be
                        read in  conjunction  with the  Company's  Form  10-KSB,
                        filed with the Securities and Exchange Commission. These
                        statements do include all normal recurring  adjustments,
                        which  the  Company   believes   necessary  for  a  fair
                        presentation of the statements.  The interim  operations
                        results are not  necessarily  indicative  of the results
                        for the entire year.


                                       7
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

     Liquidity and Capital Resources.
     --------------------------------

         The Company has not been able to generate cash from operations and as a
result has had to rely on payments received from individuals to whom the Company
has agreed to issue shares of the Company's common stock and/or issue options to
purchase shares of the Company's common stock once the Company's common stock is
actively  trading.  In addition,  the Company has obtained advances from current
shareholders.  The Company had $632,585 in working  capital deficit at March 31,
2003, which is a result of the operating  losses incurred by the Company.  Until
the Company is able to produce  positive cash flow from operations and reduce or
eliminate the working  capital  deficit,  management will be faced with deciding
whether  to use  available  funds to pay  vendors  and  suppliers  for  services
necessary  for  operations,  to pay  federal  and state  taxes,  or to  purchase
equipment to be used in the growth of the Company's  business.  The Company will
need to raise  additional  capital to pay vendors and suppliers,  to pay federal
and state taxes,  and purchase  equipment.  Through  shareholder  advances,  the
Company has been able to pay all suppliers on time. The Company 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, 2003,  the registrant had a net loss
of $67,044, compared to a net loss of $81,276 for the same period last year.

         The  Company's  net loss is  substantially  due to a lack of sufficient
sales and gross profit from  operations  and expenses  related to the  Company's
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 each of the three  months
ended March 31, 2003 and 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.

                                       8
<PAGE>

         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.  This  facility  has  become a  Brooklyn
landmark.  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.

         The  LaMonica's  Restaurant  developed the recipes and signature  items
that are being used in the Company's only restaurant, which is located in Staten
Island,  New York.  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.  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 retail  strength is fount in its  established
menu food items.  They  believe that  customers  find these menu items 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.  Management
believes  it will be able to 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.

                                       9
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

         (a)  Evaluation of disclosure  controls and  procedures.  The Company's
              principle  executive officer and its principle  financial officer,
              based on their evaluation of the Company's 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  Company's  disclosure
              controls  and  procedures  are  adequate  and  effective  for  the
              purposes set forth in the definition in Exchange Act rules.

         (b)  Changes in internal controls. There were no significant changes in
              the  Company's  internal  controls or in other  factors that could
              significantly affect the Company's 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.

         (a)  Exhibits. The following exhibits are filed with this report.

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

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

         (b)  No reports have been filed on Form 8-K.


                                       10
<PAGE>

                                   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 May 20, 2003
                                    Roast "N" Roll Restaurants of the Past, Inc.


                                    /s/ Nicholas Bruzzese, Sr.
                                    --------------------------
                                    Nicholas Bruzzese, Sr.



                    Certification of Chief Executive Officer
                    ----------------------------------------

I, Nick Bruzesse, Sr., 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.

         3.   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;

         4.   The registrant's  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:

              a)     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.

              b)     Evaluated the effectiveness of the registrant's  disclosure
                     controls and  procedures  as of a date within 90 days prior
                     to  the  filing   date  of  this   quarterly   report  (the
                     "Evaluation Date"); and

              c)     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;

                                       11
<PAGE>

         5.   The registrant's  other certifying  officers and I have disclosed,
              based on our most recent evaluation,  to the registrant's auditors
              and the audit  committee of  registrant's  board of directors  (or
              persons performing the equivalent functions):

              a)     All significant  deficiencies in the design or operation of
                     internal   controls  which  could   adversely   affect  the
                     registrant's  ability to  record,  process,  summarize  and
                     report   financial   data  and  have   identified  for  the
                     registrant's  auditors any material  weaknesses in internal
                     controls; and

              b)     Any  fraud,   whether  or  not   material,   that  involves
                     management or other  employees who have a significant  role
                     in the registrant's internal controls; and

         6.   The registrant's 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:  May 20, 2003
                                                     /s/ Nick Bruzesse, Sr.
                                                     ------------------------
                                                     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.

         3.   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;

                                       12
<PAGE>

         4.   The registrant's  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:

              a)     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.

              b)     Evaluated the effectiveness of the registrant's  disclosure
                     controls and  procedures  as of a date within 90 days prior
                     to  the  filing   date  of  this   quarterly   report  (the
                     "Evaluation Date"); and

              c)     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 registrant's  other certifying  officers and I have disclosed,
              based on our most recent evaluation,  to the registrant's auditors
              and the audit  committee of  registrant's  board of directors  (or
              persons performing the equivalent functions):

              a)     All significant  deficiencies in the design or operation of
                     internal   controls  which  could   adversely   affect  the
                     registrant's  ability to  record,  process,  summarize  and
                     report   financial   data  and  have   identified  for  the
                     registrant's  auditors any material  weaknesses in internal
                     controls; and

              b)     Any  fraud,   whether  or  not   material,   that  involves
                     management or other  employees who have a significant  role
                     in the registrant's internal controls; and

         6.   The registrant's 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:  May 20, 2003
                                                     /s/ Nick Bruzesse, Jr.
                                                     ----------------------
                                                     Nick Bruzesse, Jr.
                                                     Secretary/Treasurer


                                       13