<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q




[x]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Act
         of 1934 for the Quarterly Period ended March 31, 2002.

Commission File Number: 0-14968
                       ----------

                                 EATERIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Oklahoma                                  73-1230348
----------------------------------------     -----------------------------------
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                  Identification No.)

         1220 S. Santa Fe Ave.                              73003
----------------------------------------     -----------------------------------
            Edmond, Oklahoma                              (Zip Code)
----------------------------------------
(Address of principal executive offices)

                                 (405) 705-5000
--------------------------------------------------------------------------------
              (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.

[X] Yes [ ] No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of April 29, 2002, 3,000,317
common shares, $.002 par value, were outstanding.


<PAGE>


                         EATERIES, INC. AND SUBSIDIARIES
                                    FORM 10-Q

                                      INDEX

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>      <C>                                                                                                   <C>
Part I.   FINANCIAL INFORMATION

    Item 1. Financial Statements

         Condensed Consolidated Balance Sheets
                  March 31, 2002 (unaudited) and
                  December 30, 2001.......................................................................      4

         Condensed Consolidated Statements of
               Income (unaudited)
                  Thirteen weeks ended March 31, 2002
                  and April 1, 2001.......................................................................      5

         Condensed Consolidated Statements of
               Cash Flows (unaudited)
                  Thirteen weeks ended March 31, 2002
                  and April 1, 2001.......................................................................      6

         Notes to Condensed Consolidated Financial
               Statements (unaudited).....................................................................      7

    Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations..............................................................................      10


Part II.  OTHER INFORMATION

    Item 1. Legal Proceedings.............................................................................      18
    Item 6. Exhibits and Reports on Form 8-K..............................................................      18
</Table>


                                       2
<PAGE>


                                     PART I


                              FINANCIAL INFORMATION


                                       3
<PAGE>


ITEM 1.  FINANCIAL STATEMENTS

                         EATERIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                                   (Unaudited)
                                                                     March 31,       December 30,
                                                                       2002              2001
                                                                   ------------      ------------
<S>                                                                <C>               <C>
ASSETS
Current Assets:
     Cash and cash equivalents                                     $    815,381      $    999,533
     Receivables                                                        955,802         1,378,018
     Inventories                                                        915,845           958,354
     Deferred income taxes                                              362,663           362,663
     Other                                                              790,427           706,306
                                                                   ------------      ------------
          Total current assets                                        3,840,118         4,404,874

Property and equipment, at cost                                      54,555,937        54,626,252
Less: Landlord finish-out allowances                                (17,168,866)      (17,459,166)
Less: Accumulated depreciation and amortization                     (16,886,253)      (15,935,445)
                                                                   ------------      ------------
     Net property and equipment                                      20,500,818        21,231,641
Deferred income taxes                                                 1,728,918         1,796,378
Goodwill, net                                                         2,180,833         2,180,833
Other assets                                                            641,502           642,744
                                                                   ------------      ------------
     Total assets                                                  $ 28,892,189      $ 30,256,470
                                                                   ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                              $  4,912,498      $  7,736,378
     Accrued liabilities                                              3,928,945         4,091,094
     Current portion of long-term debt                                2,228,571         1,228,571
                                                                   ------------      ------------
          Total current liabilities                                  11,070,014        13,056,043

Deferred Credit                                                         863,406           998,509
Other liabilities                                                       293,625           303,625
Long-term obligations, net of current portion                         9,120,373         8,682,486
Commitments and contingencies                                                --                --
                                                                   ------------      ------------
     Total liabilities                                               21,347,418        23,040,663

Stockholders' equity:
     Preferred stock, none issued                                            --                --
     Common stock                                                         9,044             9,044
     Additional paid-in capital                                      10,370,359        10,370,359
     Accumulated other comprehensive income (loss), net of tax          (84,000)         (171,000)
     Retained earnings                                                4,572,610         4,330,646
     Treasury stock, at cost                                         (7,323,242)       (7,323,242)
                                                                   ------------      ------------
          Total stockholders' equity                                  7,544,771         7,215,807
                                                                   ------------      ------------
     Total liabilities and stockholders' equity                    $ 28,892,189      $ 30,256,470
                                                                   ============      ============
</Table>


See notes to condensed consolidated financial statements.


                                       4
<PAGE>


                         EATERIES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<Table>
<Caption>
                                               Thirteen Weeks Ended
                                            March 31,        April 1,
                                              2002             2001
                                          ------------     ------------
<S>                                       <C>              <C>
REVENUES
     Food and beverage sales              $ 25,578,641     $ 25,506,218
     Franchise fees and royalties               92,909          176,982
     Other income                              136,789          183,502
                                          ------------     ------------
          Total revenues                    25,808,339       25,866,702

COSTS AND EXPENSES
     Costs of sales                          7,012,987        6,930,056
     Operating expenses                     15,776,154       15,949,520
     Pre-opening costs                              --          261,000
     General and administrative              1,433,470        1,366,921
     Depreciation and amortization           1,046,288        1,049,123
     Interest expense                          196,476          282,302
                                          ------------     ------------
          Total costs and expenses          25,465,375       25,838,922
                                          ------------     ------------

INCOME BEFORE INCOME TAXES                     342,964           27,780

PROVISION FOR INCOME TAXES                     101,000            6,193
                                          ------------     ------------

NET INCOME                                $    241,964     $     21,587
                                          ============     ============

BASIC EARNINGS PER SHARE                  $       0.08     $       0.01
                                          ============     ============

DILUTED EARNINGS PER SHARE                $       0.08     $       0.01
                                          ============     ============
</Table>



See notes to condensed consolidated financial statements.


                                       5
<PAGE>


                         EATERIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<Table>
<Caption>
                                                                  Thirteen Weeks Ended
                                                              March 31,         April 1,
                                                                2002              2001
                                                            ------------      ------------
<S>                                                         <C>               <C>
Cash flows from operating activities:
     Net income                                             $    241,964      $     21,587
     Adjustments to reconcile net income to net cash
     used in operating activities:
          Depreciation and amortization                        1,046,288         1,049,163
          Provision for income taxes                             101,000             6,193
          Deferred income taxes                                  (33,540)               --
          (Increase) decrease in operating assets:
               Receivables                                       422,216           142,441
               Inventories                                        42,509            73,008
               Other                                             (82,880)          633,701
          Increase (decrease) in operating liabilities:
               Accounts payable                               (2,823,881)       (2,901,328)
               Accrued liabilities                              (162,149)       (1,679,189)
               Other liabilities                                (145,102)          (45,145)
                                                            ------------      ------------
          Total adjustments                                   (1,635,539)       (2,721,156)
                                                            ------------      ------------
          Net cash used in operating activities               (1,393,575)       (2,699,569)
                                                            ------------      ------------

Cash flows from investing activities:
     Capital expenditures                                       (360,134)       (1,191,768)
     Landlord allowances                                         129,700           150,000
     Proceeds from sale of restaurant                                 --           252,107
     Payments received on notes receivable                            --             8,249
                                                            ------------      ------------
          Net cash used in investing activities                 (230,434)         (781,412)
                                                            ------------      ------------

Cash flows from financing activities:
     Payments on long-term obligations                          (307,143)         (307,143)
     Borrowings under revolving credit agreements             10,022,000        11,932,000
     Payments under revolving credit agreements               (8,275,000)       (8,450,000)
     Purchase of treasury stock                                       --          (139,219)
     Proceeds from exercise of stock options                          --            11,397
                                                            ------------      ------------
          Net cash provided by financing activities            1,439,857         3,047,035
                                                            ------------      ------------

Decrease in cash and cash equivalents                           (184,152)         (433,946)
Cash and cash equivalents at beginning of period                 999,533           875,892
                                                            ------------      ------------
Cash and cash equivalents at end of period                  $    815,381      $    441,946
                                                            ============      ============
</Table>


See notes to condensed consolidated financial statements.


                                       6
<PAGE>

                         EATERIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Note 1 - Basis of Preparation

The accompanying unaudited condensed 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 Article 10 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 March 31,
2002, are not necessarily indicative of the results that may be expected for the
year ending December 29, 2002. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 30, 2001.

Certain reclassifications have been made to the previously presented 2001
balances to conform to the 2002 presentation. Such reclassifications had no
impact on total assets or net income.

Note 2 - Balance Sheet Information

Receivables are comprised of the following:

<Table>
<Caption>
                              March 31,      December 30,
                                 2002            2001
                              ----------     ------------
<S>                           <C>            <C>
General .................     $  250,000     $    159,000
Vendor Rebates ..........        382,000          254,000
Franchisees .............         41,000           38,000
Banquets ................         58,000               --
Insurance refunds .......        106,000          191,000
Legal Reimbursement .....             --          516,000
Other ...................        119,000          220,000
                              ----------     ------------
                              $  956,000     $  1,378,000
                              ==========     ============
</Table>


Accrued liabilities are comprised of the following:

<Table>
<Caption>
                                         March 31,      December 30,
                                            2002            2001
                                         ----------     ------------
<S>                                      <C>            <C>
Compensation .......................     $1,847,000     $  1,542,000
Taxes, other than income ...........        723,000          831,000
Other ..............................      1,359,000        1,718,000
                                         ----------     ------------
                                         $3,929,000     $  4,091,000
                                         ==========     ============
</Table>


                                       7
<PAGE>


Note 3 - Supplemental Cash Flow Information

Interest of $195,577 and $239,778 was paid for the thirteen weeks ended March
31, 2002 and April 1, 2001, respectively.

For the thirteen-week periods ended March 31, 2002 and April 1, 2001, the
Company had the following non-cash investing and financing activities:

<Table>
<Caption>
                                                                         Thirteen Weeks Ended
                                                                        March 31,      April 1,
                                                                          2002           2001
                                                                        ---------      --------
<S>                                                                     <C>            <C>
Increase in additional paid-in capital as a result of tax
     benefits from the exercise of
     non-qualified stock options................................        $      --      $  6,496
Asset write-offs related to restaurant closures.................               --       226,571
</Table>

Note 4 - Stock Repurchases

In April 1997, the Company's Board of directors authorized the repurchase of up
to 200,000 shares of the Company's common stock. In September 1997, an
additional 200,000 shares were authorized for repurchase. As of March 31, 2002,
197,762 shares had been repurchased under this plan for a total purchase price
of approximately $695,000. No additional shares have been repurchased subsequent
to March 31, 2002.

Note 5 - Restaurant Acquisitions and Dispositions

      In January 2001, the Company sold one Garcia's Mexican Restaurant located
in Davie, Florida. The amount unrecoverable of $79,000 was previously charged
off under SFAS 121 provisions in 2000. In April 2001, the Company sold one
Garcia's Mexican Restaurant located in Pleasant Hill, California. The amount
unrecoverable of $248,000 was previously charged off under SFAS 121 in 2000. In
July 2001, the Company terminated the lease on one under-performing Garfield's
Restaurant & Pub in Anderson, South Carolina resulting in a charge to restaurant
closure expense of approximately $36,000. Leases on four Company-owned
restaurants that expired in January (2), May and June 2001 were not renewed,
resulting in the closing of the locations. A charge of approximately $242,000
was recorded to restaurant closure expense. In November 2001, the Company sold a
building to its lessee in Newark, Ohio. A charge of approximately $54,000 was
recorded to restaurant closure expense, which is included in operating expenses
on the consolidated statements of income.

      In March 2002, the Company terminated the lease on one Garfield's located
in North Riverside, IL. The specific assets related to this location had been
deemed impaired in prior years, thus there was no write down related to the
closing. However, the Company agreed to pay $210,000 in lieu of future rent to
the landlord. This amount has been accrued for and charged to restaurant closure
expense, which is included in the consolidated statements of income.

Note 6 - Earnings Per Share ("EPS")

The following tables set forth the computation of basic and diluted EPS for the
thirteen week periods ended March 31, 2002, and April 1, 2001:


                                       8
<PAGE>

<Table>
<Caption>
                                                                   Thirteen Weeks Ended
                                                                 -------------------------
                                                                 March 31,       April 1,
                                                                   2002            2001
                                                                 ----------     ----------
<S>                                                              <C>            <C>
Numerator:
      Net income ...........................................     $  241,964     $   21,587
                                                                 ==========     ==========

Denominator:
      Denominator for basic EPS- weighted average shares
        outstanding ........................................      3,000,317      3,091,910
      Dilutive effect of nonqualified stock options ........         38,990        320,000
                                                                 ----------     ----------
        Denominator for diluted EPS ........................      3,039,307      3,411,910
                                                                 ==========     ==========

Basic EPS ..................................................     $     0.08     $     0.01
                                                                 ==========     ==========

Diluted EPS ................................................     $     0.08     $     0.01
                                                                 ==========     ==========
</Table>


Note 7 - Accounting Pronouncements

      In July 2001, the Financial Accounting Standards Board issued SFAS No. 142
"Goodwill and Other Intangible Assets," which established financial accounting
and reporting for acquired goodwill and other intangible assets and superseded
APB Opinion No. 17, "Intangible Assets". It addresses how intangible assets that
are acquired individually or with a group of other assets (but not those
acquired in a business combination) should be accounted for in financial
statements upon their acquisition, and after they have been initially recognized
in the financial statements. The provisions of this Statement were effective
starting with fiscal years beginning after December 15, 2001. The Company
adopted SFAS No. 142 effective December 31, 2001. The adoption of this standard
did not have a material impact on the Company's financial position or results of
operation.

      In August 2001, the Financial Accounting Standards Board issued SFAS No.
144 "Accounting for the Impairment or Disposal of Long-Lived Assets". This
statement addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. This statement superseded SFAS No. 121,
"Accounting for Impairment of Long-Lived Assets to be Disposed Of." This
statement requires (1) recognition of an impairment loss only if the carrying
amount of a long-lived asset is not recoverable from its undiscounted future
cash flows and (2) measurement of an impairment loss as the difference between
the carrying amount and the fair value of the asset. The Company adopted the
statement effective December 31, 2001 with no material impact on the Company's
results of operations or financial position.


                                       9
<PAGE>


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

From time to time, the Company may publish forward-looking statements relating
to certain matters including anticipated financial performance, business
prospects, the future opening of Company-owned and franchised restaurants,
anticipated capital expenditures, and other matters. All statements other than
statements of historical fact contained in this Form 10-Q or in any other report
of the Company are forward-looking statements. The Private Securities Litigation
Reform Act of 1995 provides a safe harbor for forward-looking statements. In
order to comply with the terms of that safe harbor, the Company notes that a
variety of factors, individually or in the aggregate, could cause the Company's
actual results and experience to differ materially from the anticipated results
or other expectations expressed in the Company's forward-looking statements
including, without limitation, the following: consumer spending trends and
habits; competition in the casual dining restaurant segment; weather conditions
in the Company's operating regions; laws and government regulations; general
business and economic conditions; availability of capital; success of operating
initiatives and marketing and promotional efforts; and changes in accounting
policies. In addition, the Company disclaims any intent or obligation to update
those forward-looking statements.

INTRODUCTION

As of March 31, 2002, the Company owned and operated 66 (47 Garfield's, 17
Garcia's, two Pepperoni Grills) and six franchised Garfield's and one licensed
Garcia's restaurants. The Company is working with franchisees on the development
of restaurants located in Indiana, Florida, Nebraska and Nevada. As of the date
of this report, the entire system includes 73 restaurants of which 66 are
Company-owned. The Company expects that five franchised locations will open in
2002.

The Company has successfully initiated a national advertising campaign to seek
prospective franchisees. The intention is to find candidates or organizations
that have a substantial net worth, a proven track record in multi-unit food
service, retail or hospitality, and an interest in developing and operating
multiple casual dining restaurants. As of the date of this report, Franchise
Agreements have been signed for 71 new Garfield's Restaurants.

The Company's uniform franchise offering circular (called the UFOC that contains
the franchise and development agreement) is registered nationally.

The Company's marketing strategies are focused around one central theme,
enhancing the guest experience in all the Company concepts. Each program is
designed with the guest in mind, to develop concept marketing plans to improve
guest satisfaction in the areas of food, value, and service. The Company
continues to offer a broad range of products that guests' desire while striving
to deliver the food in a fast and friendly manner. Utilizing multiple mediums
such as television, local cable, radio, outdoor and print, the Company is able
to deliver messages to the guest in the most efficient way. The restaurant
managers are also encouraged to be involved in the community and to use proven
local store marketing programs to drive their business. Key priorities for the
remainder of 2002 include enhancing brand image along with developing menus that
please the customer and improve the company bottom line at the same time.

LEGAL PROCEEDINGS

         In 1999 the Company filed suit against one of its food purveyors, J.R.
Simplot Co. in federal court. This suit stems from the receipt of contaminated
food product that caused a food borne illness outbreak at the Company's Garcia's
Mexican restaurants in the Phoenix, Arizona area in July 1998. In 2001, Simplot
admitted that it did in fact ship contaminated product to Company-owned Garcia's
in July 1998. The suit was litigated in August 2001 in order to determine the
amount of damages to be awarded the Company. Initially, the Company was awarded
approximately $6,551,000 in damages plus attorney's fees and costs. The Company
filed a motion to reconsider, based on a technical error in the calculation of
damages and was awarded an additional amount of $1,854,000, bringing the total
to approximately $8,405,000 plus attorneys fees and costs. During the first
quarter, the Company received approximately $516,000 for reimbursement of legal
fees. No amounts related to actual damages have been included in Consolidated
Statements of Income. As of the date of this report, the case is currently in
appeal by both parties.

The Company has other lawsuits pending but does not believe the outcome of the
lawsuits, individually or collectively will materially impair the Company's
financial and operational condition.


                                       10
<PAGE>


PERCENTAGE RESULTS OF OPERATIONS AND RESTAURANT DATA

The following table sets forth, for the periods indicated, (i) the percentages
that certain items of income and expense bear to total revenues, unless
otherwise indicated, and (ii) selected operating data:


<Table>
<Caption>
                                                        THIRTEEN WEEKS
                                                            ENDED
                                                  March 31,        April 1,
                                                     2002            2001
                                                  ----------      ----------
<S>                                               <C>             <C>
Statements of Operations Data:
Revenues:
     Food and beverage sales ................           99.1%           98.6%
     Franchise fees and royalties ...........            0.4%            0.7%
     Other income ...........................            0.5%            0.7%
                                                  ----------      ----------
                                                       100.0%          100.0%
Costs and Expenses:
     Costs of sales (1) .....................           27.4%           27.2%
     Operating expenses (1) .................           61.7%           62.5%
     Pre-opening costs (1) ..................            0.0%            1.0%
     General and administrative .............            5.6%            5.3%
     Depreciation and amortization (1) ......            4.1%            4.1%
     Interest expense .......................            0.8%            1.1%
                                                  ----------      ----------
                                                        98.7%           99.9%

Income before income taxes ..................            1.3%            0.1%
Provision for income taxes ..................            0.4%            0.0%
                                                  ----------      ----------

Net income ..................................            0.9%            0.1%
                                                  ==========      ==========

Selected Operating Data:
(Dollars in thousands)
System-wide sales:
     Company restaurants ....................     $   25,579      $   25,506

     Franchise restaurants ..................          2,433           2,470
                                                  ----------      ----------
         Total ..............................     $   28,012      $   27,976
                                                  ==========      ==========
Number of restaurants
(at end of period):
     Company restaurants ....................             66              66
     Franchise restaurants ..................              7               7
                                                  ----------      ----------
         Total ..............................             73              73
                                                  ==========      ==========
</Table>

(1) As a percentage of food and beverage sales.


                                       11
<PAGE>


RESULTS OF OPERATIONS

For the quarter ended March 31, 2002, the Company recorded a net income of
$241,964 ($0.08 per common share) on revenues of $25,808,339. This compares to a
net income of $21,587 ($0.01 per common share) for the quarter ended April 1,
2001, on revenues of $25,866,702.

REVENUES

Company revenues for the thirteen-week periods ended March 31, 2002, decreased
0.2% over the revenues reported for the same periods in 2001. The slight revenue
decrease relates primarily to the sale and closure of several restaurants since
the first quarter 2001, net of same store sales increase in 2002. The number of
Company restaurants operating at the end of each respective period and the
number of operating weeks during each period were as follows:


<Table>
<Caption>
                                                        Number of           Average
                Period               Number of          Operating           Weekly
                 Ended               Units Open           Weeks         Sales Per Unit
         ----------------------    ---------------     ------------     --------------
<S>                                <C>                 <C>              <C>
         Garfield's:
         March 31, 2002                  48                624              $29,286
         April 1, 2001                   48                632              $28,185

         Garcia's:
         March 31, 2002                  16                208              $30,830
         April 1, 2001                   16                208              $32,379

         Pepperoni Grill:
         March 31, 2002                  2                 26               $33,329
         April 1, 2001                   2                 26               $36,141
</Table>


For the thirteen weeks ended March 31, 2002, average weekly sales per unit for
Garfield's increased $1,101 or 3.9% versus the quarter ended April 1, 2001. The
primary reason for the increase was due to increased advertising and value
driven promotions.

For the thirteen weeks ended March 31, 2002, average weekly sales per unit for
Garcia's decreased $1,549 or 4.8% versus the quarter ended April 1, 2001. This
decrease is primarily due to lower average unit volumes in the new mall Garcia's
as well as decreases in advertising in order to put a higher priority on
controlling costs.

For the thirteen weeks ended March 31, 2002, average weekly sales per unit for
Pepperoni Grill decreased $2,812 or 7.8% versus the same period in 2001. This
decrease is primarily due to one of the mall-based units losing an anchor and a
movie theater, driving less traffic into the mall.

Franchise fees and continuing royalties decreased to $92,909 during the thirteen
weeks ended March 31, 2002 versus $176,982 during the thirteen weeks ended April
1, 2001. This decrease is due to the Company signing additional franchise
contracts and recording initial franchise fees during the first quarter of 2001.

Other income for the thirteen weeks ended March 31, 2002 was $136,789 as
compared to the previous year's amount of $183,502. This decrease is due
primarily to the company collecting an insurance claim in 2001 previously denied
by the insurance company for store related repairs already expensed that were
reimbursed under the Company's property insurance coverage.


                                       12
<PAGE>


COSTS AND EXPENSES

The following is a comparison of costs of sales and labor costs (excluding
payroll taxes and fringe benefits) as a percentage of food and beverage sales at
Company-owned restaurants:

<Table>
<Caption>
                                            Thirteen Weeks Ended
                                 -------------------------------------------
                                     March 31,               April 1,
                                        2002                   2001
                                 -------------------    --------------------
<S>                              <C>                    <C>
Garfield's:
  Costs of sales............                  28.0%                   27.6%

  Labor costs...............                  27.2%                   28.6%
                                 -------------------    --------------------

    Total...................                  55.2%                   56.2%
                                 ===================    ====================

Garcia's:
  Cost of sales.............                  25.9%                   26.1%

  Labor costs...............                  29.0%                   30.3%
                                 -------------------    --------------------

    Total...................                  54.9%                   56.4%
                                 ===================    ====================

Pepperoni Grill:
  Cost of sales.............                  26.1%                   26.8%

  Labor costs...............                  29.5%                   28.2%
                                 -------------------    --------------------

    Total...................                  55.6%                   55.0%
                                 ===================    ====================

Total Company:
  Cost of sales.............                  27.4%                   27.2%

  Labor costs...............                  27.8%                   29.0%
                                 -------------------    --------------------

    Total...................                  55.2%                   56.2%
                                 ===================    ====================
</Table>


Costs of sales as a percentage of food and beverage sales for Garfield's in the
quarters ended March 31, 2002 and April 1, 2001 was 28.0% and 27.6%
respectively. This increase is primarily due to the Company promoting new,
higher cost menu items in the first quarter in an effort to increase average
ticket process.

Garcia's costs of sales as a percentage of food and beverage sales decreased to
25.9% in the quarter ended March 31, 2002 versus 26.1% in the quarter ended
April 1, 2001.

Costs of sales as a percentage of food and beverage revenue for Pepperoni Grill
decreased to 26.1% for the quarter ended March 31, 2002 compared to 26.8% for
the quarter ended April 1, 2001. This decrease is primarily due to the Company
continuing to focus on lowering food costs for this concept.

Labor costs for Garfield's decreased to 27.2% of food and beverage sales during
the quarter ended March 31, 2002, versus 28.6% during the 2001 comparable
period. This decrease is due to higher check averages in the quarter as well as
the Company's focus on controlling labor costs in the first quarter.

Garcia's labor costs decreased to 29.0% of food and beverage sales during the
quarter ended March 31, 2002, versus 30.3% in the quarter ended April 1, 2001.
This decrease is due to the Company's focus on controlling labor in the first
quarter.

Labor cost in Pepperoni Grill increased to 29.5% during the quarter ended March
31, 2002 versus 28.2% during the 2001 comparable period. This decrease was due
to lower sales volumes in the Penn Square location, which has higher fixed
management labor costs.


                                       13
<PAGE>


For the thirteen weeks ended March 31, 2002, operating expenses as a percentage
of food and beverage sales decreased to 61.7% from 62.5% in the thirteen weeks
ended April 1, 2001. This decrease primarily related to decreased labor and
benefit costs.

Restaurant pre-opening costs, which are expensed as incurred, were $261,000 for
the quarter ended April 1, 2001. The Company did not have any units under
construction during the quarter ended March 31, 2002.

During the quarters ended March 31, 2002 and April 1, 2001, general and
administrative costs as a percentage of total revenues changed to 5.6% from
5.3%, respectively.

For the thirteen weeks ended March 31, 2002 depreciation and amortization
expense decreased to $1,046,288 (4.1% of food and beverage sales) compared to
$1,049,123 (4.1% of food and beverage sales) in the thirteen weeks ended April
1, 2001.

For the thirteen weeks ended March 31, 2002 interest expense was $196,476 (0.8%
of total revenues) versus $282,302 (1.1% of total revenues) for the thirteen
weeks ended April 1, 2001. The decrease primarily related to a lower average
debt balance, which is a result of term loan payments and less construction than
in the prior year.


INCOME TAXES

The Company's provision for income taxes was $101,000 during the first quarter
of 2002 versus $6,193 for the 2001 comparable period. The effective tax rates
for the periods ended March 31, 2002 and April 1, 2001, are as follows:


<Table>
<Caption>

                                                    March 31,    April 1,
                                                      2002         2001
                                                    ---------    --------
<S>                                                 <C>          <C>
             Effective income tax rates..........        29.5%       22.0%
</Table>

EARNINGS PER SHARE ("EPS")

Basic EPS includes no dilution and is computed by dividing income available to
common stockholders by the weighted-average number of common shares outstanding
for the period. The weighted-average common shares outstanding for the basic EPS
calculation were 3,000,317 and 3,091,910 in the quarters ended March 31, 2002
and April 1, 2001, respectively. Diluted EPS is computed by dividing net income
available to common stockholders by the sum of the weighted-average number of
common shares outstanding for the period plus dilutive common stock equivalents.
The sum of the weighted-average common shares and common share equivalents for
the diluted EPS calculation was 3,039,307 and 3,411,910 in the quarters ended
March 31, 2002 and April 1, 2001, respectively. Diluted EPS is not calculated
for periods where the Company had a net loss as the result would be
antidilutive.


                                       14
<PAGE>


IMPACT OF INFLATION

The impact of inflation on the costs of food and beverage products, labor and
real estate can affect the Company's operations. Over the past few years,
inflation has had a lesser impact on the Company's operations due to the lower
rates of inflation in the nation's economy and the economic conditions in the
Company's market areas.

Management believes the Company has historically been able to pass on increased
costs through certain selected menu price increases and increased productivity
and purchasing efficiencies, however there can be no assurance that the Company
will be able to do so in the future. Market conditions will determine the
Company's ability to pass through such additional costs and expenses. Management
anticipates that the average cost of restaurant real estate leases and
construction costs could increase in the future which could affect the Company's
ability to expand. In addition, mandated health care and an increase in the
Federal or state minimum wages could significantly increase the Company's costs
of doing business as well as substantial increases in utility costs experienced
by the Company. Due to accounting standards requiring expensing pre-opening
costs as incurred, income from operations, on an annual and quarterly basis,
could be adversely affected during periods of restaurant development; however,
the Company believes that its initial investment in the restaurant pre-opening
costs yields a long-term benefit of increased operating income in subsequent
periods.


LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2002, the Company's current ratio was 0.35 to 1 compared to 0.34 to
1 at December 30, 2001. The Company's working capital was $(7,230,000) at March
31, 2002 versus $(8,651,000) at December 30, 2001. As is customary in the
restaurant industry, the Company has operated with negative working capital and
has not required large amounts of working capital. Historically, the Company has
leased the majority of its restaurant locations and through a strategy of
controlled growth, financed its expansion from operating cash flow, proceeds
from the sale of common stock and utilizing the Company's revolving line of
credit.

During the thirteen weeks ended March 31, 2002, the Company had net cash used in
operating activities of $1,393,575 as compared to $2,699,569 during the
comparable 2001 period.

The Company believes the cash generated from its operations and borrowing
availability under its credit facility (described below), will be sufficient to
satisfy the Company's net capital expenditures and working capital requirements
during 2002.

In February 1999, the Company entered into a senior credit facility with a bank
in the aggregate amount of $14,600,000, of which a maximum of $6,000,000 is
available to the Company under a revolving line of credit and $8,600,000 was
available to the Company under a term loan. Certain proceeds of the term loan
(approximately $5.4 million) were used to repurchase 1,056,200 shares of the
Company's common stock (transaction described below). The balance of the
proceeds under the term loan (approximately $3.2 million) and the initial
proceeds under the revolving line of credit were used to retire indebtedness
under the Company's existing loan agreement. As of March 31, 2002, the Company
had outstanding borrowings of approximately $5,721,000 under the revolving line
of credit. Outstanding borrowings under term loan bear interest at three-month
LIBOR plus 2.50% (4.41% as of March 31, 2002). Outstanding borrowings under the
revolving line of credit bear interest at the greater of three month LIBOR plus
2.50% or 5.00% (5.00% at March 31, 2002). The interest rate is reset quarterly.
There is no non-use fee related to either facility. The Company amended its
revolving credit facility as of March 31, 2002, extending the maturity of the
revolving line of credit to June 30, 2003. Accordingly the debt has been
classified as long-term on the accompanying consolidated condensed balance
sheet. Under the term loan, outstanding principal and interest are payable
quarterly in the amount necessary to fully amortize the outstanding principal
balance over a seven-year period, with a final maturity in February 2004. The
term loan converts to a five-year amortization schedule if the Company's debt
coverage ratio, as defined in the loan agreement, exceeds a certain level.
Additionally, the floating interest rate on both facilities is subject to
changes in the Company's ratio of total loans and capital leases to net worth.
Under the terms of these notes, the Company's maximum floating rate is
three-month LIBOR plus 2.50%. Borrowings under this loan agreement are
unsecured. The loan agreement contains certain financial covenants and
restrictions. As of the date of this report, the Company is in compliance with
these covenants and restrictions. The revolving credit facility included in this
loan agreement provides the Company adequate borrowing capacity to continue its
expansion plans for Garfield's and Garcia's for the next two years.


                                       15
<PAGE>


In March 2001, the Company entered into an additional credit facility with a
bank in the amount of $1,000,000 that is available to the Company under a
revolving line of credit. As of March 31, 2002 the Company had outstanding
borrowings of $1,000,000 under the revolving line of credit. The credit facility
bears interest at the greater of the prime rate of interest or 5.0% (5.0% at
March 31, 2002), and is set monthly. There is a one-quarter of a percent (.25%)
non-use fee relate to this facility. This credit facility was amended on March
31, 2002 and matures on June 30, 2002.

In November 1997, the Company entered into an interest rate swap agreement with
a bank to hedge its risk exposure to potential increases in LIBOR. This
agreement has a term of five years and an initial notional amount of $9,500,000.
The notional amount declines quarterly over the life of the agreement on a
seven-year amortization schedule assuming a fixed interest rate of 7.68%. Under
the terms of the interest rate swap agreement, the Company pays interest
quarterly on the notional amount at a fixed rate of 7.68%, and receives interest
quarterly on the notional amount at a floating rate of three-month LIBOR plus
1.25%. The notional amount as of March 31, 2002 was $4,343,460. The unrealized
losses for the periods ended March 31, 2002 and December 30, 2001 are included
in accumulated other comprehensive income on the consolidated balance sheets.

In April 1997, the Company's Board of Directors authorized the repurchase of up
to 200,000 shares of the Company's common stock. In September 1997, an
additional 200,000 shares were authorized for repurchase. As of March 31, 2002,
197,762 shares had been repurchased under this plan for a total purchase price
of approximately $695,000. No additional shares have been repurchased subsequent
to March 31, 2002.


                                       16
<PAGE>


                                     PART II

                                OTHER INFORMATION






                                       17
<PAGE>


Item 1.  Legal Proceedings.

     (a) Information on developments during the quarter in the Company's lawsuit
         with JR Simplot are provided under the caption "Legal Proceedings" in
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operations" and such information is incorporated herein by
         reference.



Item 6.  Exhibits and Reports on Form 8-K.

     (a) No reports on Form 8-K were filed during the Thirteen weeks ended March
         31, 2002.


                                       18
<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.


                                     EATERIES, INC.
                                     Registrant


Date: May 7, 2002                    By: /s/ BRADLEY L. GROW
                                         ------------------------
                                         Bradley L. Grow
                                         Vice President
                                         Chief Financial Officer



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