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 29, 2001

                                      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 29, 2001, 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.
                         CONSOLIDATED BALANCE SHEETS
                                (Unaudited)
<TABLE>
<CAPTION>
                                  ASSETS           April 29     January 28
                                                     2001          2001
<S>                                                <C>          <C>
Current assets:
   Cash                                            $  336,978   $  348,182
   Accounts receivable                                  9,240       17,248
   Advances to affiliate                               31,120       35,868
   Inventories                                        156,378      168,953
   Prepaid expenses and other current assets           77,162      130,421
      Total current assets                            610,878      700,672

Property and equipment:
   Buildings                                        1,114,105    1,122,019
   Leasehold improvements                           2,759,301    2,758,064
   Equipment and fixtures                           5,391,851    5,365,363
   Leased property under capital lease              1,234,626    1,234,625
                                                   10,499,883   10,480,071
   Less: accumulated depreciation and
    amortization                                    3,957,501    3,733,643

                                                    6,542,382    6,746,428
Other assets:
   Cost in excess of net tangible assets of
    purchased business, net of amortization
    of $352,029 and $333,824                          594,982      613,187
   Deposits and other                                  38,613       38,613
                                                      633,595      651,800

                                                   $7,786,855   $8,098,900

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
   Notes payable                                   $6,111,863   $  220,284
      Current portion of long term debt                  -            -
   Current portion of obligation under capital
    lease                                              50,231       50,231
   Accounts payable                                   892,811    1,059,669
   Accrued payroll                                    198,350      213,338
   Other accrued liabilities                          735,257      797,094
   Accrual for restaurant closings                     25,350       35,850
      Total current liabilities                     8,013,862    2,376,466

Long-term debt, less current portion                     -       5,904,586
Obligation under capital lease, less current
 portion                                              899,606      910,873

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 29, 2001 and at January 28, 2001         83,011       83,011
   Additional paid-in capital                       7,667,922    7,643,462
   Accumulated deficit                             (8,607,546)  (8,549,498)
   Treasury stock, 60,000 shares of common stock
     at cost                                       (  270,000)  (  270,000)
      Total stockholders' equity (deficit)         (1,126,613)  (1,093,025)

                                                   $7,786,855   $8,098,900
</TABLE>
[FN]
          See accompanying notes to consolidated financial statements.
                                       2

<PAGE>

                         AMARILLO MESQUITE GRILL, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                Thirteen Weeks Ended
                                               April 29      April 30
                                                 2001          2000
<S>                                           <C>           <C>
Sales                                         $5,025,645    $5,629,353

Costs and expenses:
   Cost of goods sold                          1,783,214     1,923,184
   Operating expenses                          2,620,678     2,856,973
   Depreciation and amortization                 236,543       246,293
   General and administrative                    265,125       314,095
                                               4,905,560     5,340,545

Operating income                                 120,085       288,808

Other income (expense)
   Interest expense                             (153,673)     (159,506)
   Noncash expense from issuance
     of stock options to related
     parties pursuant to debt
     guarantees                                 ( 24,460)     ( 24,460)
                                                (178,133)     (183,966)

Earnings before income taxes                    ( 58,048)      104,842
Provision for income taxes                          -             -

Net earnings                                  $ ( 58,048)   $  104,842


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

Average shares outstanding-
   Basic and diluted                           8,241,137     8,241,137

</TABLE>











[FN]
           See accompanying notes to consolidated financial statements.
                                       3

<PAGE>

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


<TABLE>
<CAPTION>
                                                Thirteen Weeks Ended
                                               April 29      April 30
                                                 2001          2000
<S>                                           <C>           <C>
Cash flows from operating activities:
   Net earnings                               $(  58,048)   $  104,842
   Adjustments to reconcile net earnings
    to net cash provided by operating
    activities:
      Depreciation and amortization              236,543       246,293
      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                              12,756     (   4,383)
        (Increase) decrease in inventories        12,575        23,417
        (Increase) decrease in prepaid expenses
           and other current assets               53,259        64,891
         Increase (decrease) in accounts
           payable                             ( 166,858)    ( 227,240)
         Increase (decrease) in accrued
           expenses                            (  87,325)    (  49,193)
      Other net                                     -        (       1)

            Cash provided by (used in)
              operating activities                27,362       183,086
Cash flows from investing activities:
   Purchase of property and equipment          (  14,292)    (  68,495)
     Cash used in investing activities         (  14,292)    (  68,495)

Cash flows from financing activities:
   Sale of common stock                             -             -
   Repayment of notes payable and
     Note payable related party                (  13,007)    (  83,158)
   Repayment of long-term borrowings
      and capital lease obligations            (  11,267)    (  11,267)
Cash provided by financing activities          (  24,274)    (  94,425)

(Decrease)/Increase in cash                    (  11,204)       20,166
Cash at beginning of period                      348,182       407,710

Cash at the end of period                     $  336,978    $  427,876

Supplemental disclosure of cash flow
  information:
   Cash paid for interest                     $  153,673    $  159,506
   Cash paid for income taxes                 $     -       $     -

</TABLE>
[FN]
        See accompanying notes to consolidated financial statements.
                                       4

<PAGE>
                         AMARILLO MESQUITE GRILL, INC.
                 Notes to Consolidated Financial Statements
                                 (Unaudited)


                                April 29, 2001


(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 29, 2001 are
     not necessarily indicative of the results that may be expected for the
     year ended January 27, 2002.  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 27,
     2001.

(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 1,324,175 shares of common stock at a weighted
     average exercise price of $1.93 per share.  These options were not
     included in the computation of diluted earnings per share because the
     exercise price of those options exceeded the average market price of the
     common shares during the quarter and because The Company had a net loss
     available to common stockholders and the inclusion of such options would
     be antidilutive.












                                       5

<PAGE>


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

Results of Operations

Thirteen weeks Ended April 29, 2001 Compared to thirteen weeks Ended April 30,
2000.

    For the thirteen weeks ended April 29, 2001, sales decreased 10.7% to
$5,025,645 as compared to $5,629,353 for the first quarter of the prior year.
The sales decrease for the quarter ended April 29, 2001 was a result of not
running the heavy amounts of promotions that were ran a year ago resulting in
less sales compared to the same quarter last year.  As of April 29, 2001, the
Company operated fourteen Amarillo Mesquite Grills.

    Cost of sales, as a percentage of total sales, was 35.5% for the quarter
ended April 29, 2001 as compared to 34.2% for the first quarter of the prior
year.  The cost of sales as a percentage of total sales were up due to not
being able to take advantage of the buying discounts that were available during
this period a year ago, along with the higher cost of meat for the quarter
ended April 29, 2001 as compared to the quarter ended April 30, 2000.

    Operating expenses, as a percentage of total sales, were 52.1% and 50.8%
for the 2001 and 2000 periods respectively.  The increase in operating expense
is a direct result of lower sales for the quarter ended April 29, 2001 as
compared to the quarter ended April 30, 2000.  The dollars spent should remain
stable or lower.

    General and administrative expenses, as a percentage of sales, was 5.3% for
the quarter ended April 29, 2001, as compared to 5.6% for the first quarter of
the prior year. The decrease in general and administrative expense, as a
percentage of sales, is the result of management being more efficient.

    Depreciation and amortization is directly related to the acquisition and
disposition of fixed assets.  The investment in fixed assets increased
approximately $55,000 from the end of the first quarter last year to the end of
the first quarter of the current year.  Depreciation and amortization decreased
due to items becoming fully depreciated.

    Interest expense was $153,673 for the quarter ended April 29, 2001 as
compared to $159,506 for the same period a year ago.  Interest expense is a
function of the interest rate and the amount of debt.  The interest rate has
decreased over the past few months, as well as the amount of short and long-
term debt has decreased.  Consequently interest expense is lower this quarter
as compared to the same quarter last year.

    The Company incurred noncash expenses of $24,460 for the 2001 and 2000
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 29, 2001
and January 28, 2001, the Company had an excess of current liabilities over
current assets of $7,402,984 and $1,675,794, respectively.  However included
as a current liability as of April 20, 2001 is a bank note payable in the
amount of $5,904,586 which is due April 15, 2002.  Cash flow from operations
was $27,362 and $183,086 for 2001 and 2000 respectively.  Management
anticipates higher cash flow from operations in fiscal 2002 and that such
higher operating cash flow will enable the Company to meet its financial
obligations in fiscal 2002 as they come due.




                                       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 2002.  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 2002, 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, 2002.  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, 2001             /s/CHRIS F. HOTZE
                                      Chris F. Hotze - President