FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



(Mark One)

[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended April 30, 2000

                                     OR


[ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934


For the transition period from                to

Commission file number 0-12145


                       AMARILLO MESQUITE GRILL, INC.
           (Exact name of registrant as specified in its charter)

            Kansas                                       48-0936946
  (State or other jurisdiction                        (I.R.S. Employer
of incorporation or organization)                    Identification No.)


                                Suite 200
                            302 North Rock Road
                           Wichita, Kansas  67206
                  (Address of principal executive offices)
                               (Zip Code)


                             (316) 685-7286
             (Registrant's telephone number, including area code)




     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 for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X    No     .

     As of April 30, 2000, 8,301,137 shares of common stock $.01 par value
were outstanding.

<PAGE>

                      PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements

                       AMARILLO MESQUITE GRILL, INC.
                             BALANCE SHEETS
                               (Unaudited)
<TABLE>
<CAPTION>
                                 ASSETS               April 30     January 30
                                                        2000          2000
<S>                                                   <C>          <C>
Current assets:
   Cash                                               $  427,876   $  407,710
   Accounts receivable                                    25,396       21,137
   Advances to affiliate                                  45,779       45,655
   Inventories                                           145,610      169,027
   Prepaid expenses and other current assets              60,338      125,629
      Total current assets                               704,999      768,758

Property and equipment:
   Buildings                                           1,108,129    1,108,129
   Leasehold improvements                              2,877,048    2,868,805
   Equipment and fixtures                              5,225,192    5,164,940
   Leased property under capital lease                 1,234,626    1,234,626
                                                      10,444,995   10,376,500
   Less: accumulated depreciation and amortization     3,226,824    2,998,736
                                                       7,218,171    7,377,764
Other assets:
   Cost in excess of net tangible assets of purchased
     business, net of amortization of $279,209
     and $261,004                                        667,802      686,007
   Deposits and other                                     40,923       40,922
                                                         708,725      726,929

                                                      $8,631,895   $8,873,451

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
   Notes payable                                      $6,187,493   $  270,912
   Note payable, related party                           164,922      224,000
   Current portion of long term debt                        -          36,075
   Current portion of obligation under capital lease      45,038       45,038
   Accounts payable                                      802,007    1,029,247
   Accrued payroll                                       226,084      225,674
   Other accrued liabilities                             691,551      741,154
      Total current liabilities                        8,117,095    2,572,100

Long-term debt, less current portion                        -       5,904,586
Obligation under capital lease, less current portion     949,837      961,104

Stockholders' equity (deficit):
   Preferred stock, $.01 par value, authorized
    10,000,000 shares, none issued                          -            -
   Common stock, $.01 par value, authorized 20,000,000
    shares,issued 8,301,137 shares at April 30, 2000
     and at January 30, 2000                              83,011       83,011
   Additional paid-in capital                          7,557,082    7,532,622
   Accumulated deficit                                (7,805,130)  (7,909,972)
   Treasury stock, 60,000 shares of common stock
    at cost                                           (  270,000)  (  270,000)
      Total stockholders' equity (deficit)            (  435,037)  (  564,339)

                                                      $8,631,895   $8,873,451
</TABLE>
[FN]
               See accompanying notes to financial statements.
                                      2

<PAGE>

                         AMARILLO MESQUITE GRILL, INC.
                            STATEMENTS OF OPERATIONS
                                 (Unaudited)
<TABLE>
<CAPTION>
                                                    Thirteen Weeks Ended
                                                    April 30       May 2
                                                     2000           1999

<S>                                                <C>          <C>
Sales                                              $5,629,353   $4,630,842

Costs and expenses:
   Cost of goods sold                               1,923,184    1,592,800
   Operating expenses                               2,856,973    2,201,011
   Depreciation and amortization                      246,293      220,728
   General and administrative                         314,095      310,148
                                                    5,340,545    4,324,687

Operating income                                      288,808      306,155

Other income (expense)
   Interest expense                                  (159,506)    (160,353)
   Noncash expense from issuance
     of stock options to related
     parties pursuant to debt
     guarantees                                      ( 24,460)  (   24,460)
                                                     (183,966)  (  184,813)

Earnings before income taxes                          104,842      121,342
Provision for income taxes                               -            -

Net earnings                                       $  104,842   $  121,342


Net earnings per common share-
   Basic and diluted                               $      .01   $      .02

Average shares outstanding-
   Basic and diluted                                8,241,137    7,783,895

</TABLE>
[FN]
               See accompanying notes to financial statements.
                                      3

<PAGE>

                         AMARILLO MESQUITE GRILL, INC.
                           STATEMENTS OF CASH FLOWS
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                    Thirteen Weeks Ended
                                                    April 30       May 2
                                                     2000           1999

<S>                                                <C>          <C>
Cash flows from operating activities:
   Net earnings                                    $  104,842   $  121,342
   Adjustments to reconcile net earnings
      to net cash provided by operating activities:
      Depreciation and amortization                   246,293      220,728
      Noncash expense from issuance of stock
        options to related parties pursuant to
        debt guarantees                                24,460       24,460
      Changes in assets and liabilities
        (Increase) decrease in accounts receivable  (   4,383)   (   7,803)
        (Increase) decrease in inventories             23,417        5,231
        (Increase) decrease in prepaid expenses and
           other current assets                        64,891       70,500
         Increase (decrease) in accounts payable    ( 227,240)   ( 145,940)
         Increase (decrease) in accrued expenses    (  49,193)   (  84,372)
      Other net                                     (       1)         500

            Cash provided by (used in) operating
             activities                               183,086      204,646
Cash flows from investing activities:
   Purchase of property and equipment               (  68,495)   (  29,890)
     Cash used in investing activities              (  68,495)   (  29,890)

Cash flows from financing activities:
   Sale of common stock                                  -          24,520
   Repayment of notes payable and
     Note payable related party                     (  83,158)        -
   Repayment of long-term borrowings
      and capital lease obligations                 (  11,267)   (  95,080)
Cash provided by financing activities               (  94,425)   (  70,560)

Increase in cash                                       20,166      104,196
Cash at beginning of period                           407,710      214,513

Cash at the end of period                          $  427,876   $  318,709

Supplemental disclosure of cash flow information:
   Cash paid for interest                          $  159,506   $  160,353
   Cash paid for income taxes                      $     -      $     -

</TABLE>

[FN]
               See accompanying notes to financial statements.
                                      4

<PAGE>

                         AMARILLO MESQUITE GRILL, INC.
                         Notes to Financial Statements
                                 (Unaudited)


                                April 30, 2000


(1)  Basis of Presentation
     The accompanying unaudited consolidated financial statements have been
       prepared in accordance with generally accepted accounting principles
       for interim financial information and with the instructions to
       Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
       include all of the information and footnotes required by generally
       accepted accounting principles for complete financial statements.  In
       the opinion of management, all adjustments (consisting of normal
       recurring accruals) considered necessary for a fair presentation have
       been included.  Operating results for the thirteen week period ended
       April 30, 2000 are not necessarily indicative of the results that may
       be expected for the year ended January 28, 2001.  For further
       information, refer to the consolidated financial statements and
       footnotes thereto included in the Company's 10-K and Annual Report to
       Stockholders as filed on April 23, 2000.

(2)  Net Earnings Per Share
     The Company, as required under FASB Statement No. 128, Earnings Per
     Share, calculates and presents both a basic and diluted earnings per
     share in the financial statements. Earnings per common share is computed
     on the basis of the weighted-average number of common shares outstanding
     during each period presented.  The Company has granted options to
     employees to purchase 1,247,525 shares of common stock at a weighted
     average exercise price of $2.01 per share.  These options were not
     included in the computation of diluted earrings per share because the
     exercise price of those options exceeded the average market price of the
     common shares during the quarter.


                                      5


<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and
     Results of Operation.

Results of Operations

Three Months Ended April 30, 2000 Compared to Three Months Ended May 2, 1999.

     For the three months ended April 30, 2000, sales increased 21.6% to
$5,629,353 as compared to $4,630,842 for the first quarter of the prior year.
As of April 30, 2000, the Company operated fourteen Amarillo Mesquite Grills
as compared to twelve Amarillo Mesquite Grills as of May 2, 1999.

     Cost of sales, as a percentage of total sales, was 34.2% for the quarter
ended April 30, 2000 as compared to 34.4% for the first quarter of the prior
year.

     Operating expenses, as a percentage of total sales, were 50.8% and 47.5%
for the 2000 and 1999 periods respectively.  The increase in operating expense
is due to an increase in promotional costs related to various programs designed
to increase customer counts and same store sales.  These programs were
successful in reaching both objectives.

     General and administrative expenses, as a percentage of sales, was 5.6%
for the quarter ended April 30, 2000, as compared to 6.7% for the first
quarter of the prior year. The decrease in general and administrative expense,
as a percentage of sales, is the result of increasing sales while maintaining
the dollar amount of expense at a fairly constant level for both periods.

     Depreciation and amortization is directly related to the acquisition and
disposition of fixed assets.  The investment in fixed assets increased
approximately $775,000 from the end of the first quarter last year to the end
of the first quarter of the current year.  Consequently, depreciation and
amortization increased.

     Interest expense was $159,506 for the quarter ended April 30, 2000 as
compared to $160,353 for the same period a year ago.  Interest expense is a
function of the interest rate and the amount of debt.  While the interest rate
has increased over the past few months, the amount of short and long-term debt
has decreased.  Consequently interest expense has remained relatively constant.

     The Company incurred noncash expenses of $24,460 for the 2000 and 1999
periods respectively, relating to the issuance of stock options pursuant to
debt guarantees.

Liquidity and Capital Resources

     The Company's primary sources of funding to finance its business have been
its cash flow from operations, and proceeds from bank debt.  On April 30, 2000
and January 30, 2000, the Company had an excess of current liabilities over
current assets of $7,412,096 and $1,803,342, respectively.    However included
as a current liability as of April 30, 2000 is a bank note payable in the
amount of $5,904,586 which is due April 15, 2001.  Management expects to renew
the note on April 15, 2001 and commence making monthly principal payments based
on a 60 month amortization period.  Cash flow form operations was $183,086 and
$204,646 for 2000 and 1999 respectively.  Management anticipates higher cash
flow from operations in fiscal 2001 and that such higher operating cash flow
will enable the Company to meet its financial obligations in fiscal 2001 as
they come due.

     On May 12, 1998, the President of the Company loaned the Company $250,000
to fund construction cost overages.  The note was an unsecured 10% demand note
due January 1, 1999.  As of April 30, 2000, the note had a balance of $164,922
and has been renewed with a due date of January 3, 2001.  Although the
Company's President has made loans to the Company in the past, there is no
assurance that he will make additional loans in the future.

                                      6

<PAGE>

     Substantially, all of the Company's revenues are derived from cash
sales.  The Company does not maintain significant receivables and inventories;
therefore, working capital requirements for operations are not significant.

     The Company plans to continue expansion of the Amarillo Mesquite Grill
concept in fiscal 2001.  The Company intends to lease existing restaurant
properties which are suitable for conversion to the Amarillo Mesquite Grill
concept.  It is expected that each conversion will require approximately
$300,000 to $500,000 for equipment and remodel costs.  A ground-up proto-type
restaurant will cost approximately $1.3 million for the land, building and
equipment.  The Company has no commitments for financing at this time. In order
for the Company to meet its expansion goals for fiscal 2001, it will need to
raise additional funds through debt or equity instruments, the availability and
terms of which will depend upon market and other conditions.  There can be no
assurance that such additional financing will be available on terms acceptable
to the Company.

     The Company has restructured its long-term bank debt to provide for
interest only payments through April 15, 2001.  The purpose of the
restructuring is to use cash flow to open additional restaurants that would
otherwise be used to retire long term debt.  Management views this as a way
to continue our growth, that should result in increased future earnings and
cash flow, but do so without increasing bank debt.

     This report contains certain forward-looking statements, including those
relating to the opening of additional restaurants and planned capital
expenditures.  Although the Company believes that the assumptions underlying
the forward-looking statements contained herein are reasonable, actual results
could differ materially from such forward-looking statement.  In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company that objectives and plans of the Company will be
achieved.

                                      7

<PAGE>

                         PART II - OTHER INFORMATION



Item 1.  Legal Proceedings

         Not applicable.

Item 2.  Changes in Securities.

         Not Applicable.

Item 3.  Defaults Upon Senior Securities.

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

         Not applicable.

Item 5.  Other Information.

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

         Not Applicable.


                                      8

<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 thereunto duly authorized.



                                     AMARILLO MESQUITE GRILL INC.
                                              (Registrant)




Date       May 31, 2000              /s/LINN F. HOHL
                                     Linn F. Hohl - Vice President
                                                     of Finance,
                                                     Secretary and
                                                     Treasurer


                                      9