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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Q

(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 1, 2001

or

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

Commission File Number: 000-26125

RUBIO'S RESTAURANTS, INC.(Exact Name of Registrant as Specified in Its Charter)

|DELAWARE(State or Other Jurisdiction of
Incorporation or Organization) | 33-0100303(I.R.S. Employer Identification Number)
|---------------------------------------------------------------------- | -------------------------------------------------

1902 WRIGHT PLACE, SUITE 300, CARLSBAD, CALIFORNIA 92008(Address of Principal Executive Offices)

(760) 929-8226(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.

(1) Yes /x/  No / /    (2) Yes /x/  No / /

As
of April 13, 2001 there were 8,921,993 shares of the Registrant's common stock, par value $0.001 per share, outstanding.

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RUBIO'S RESTAURANTS, INC.    TABLE OF CONTENTS

|        |  |                                                                                                     |  | Page
|------- |  | --------------------------------------------------------------------------------------------------- |  | ----
|PART I  |  | FINANCIAL INFORMATION                                                                               |  |     
|Item 1. |  | Financial Statements                                                                                |  |     
|        |  | Consolidated Balance Sheets at December 31, 2000 and April 1, 2001                                  |  | 3   
|        |  | Consolidated Statements of Operations for the thirteen weeks ended
March 26, 2000 and April 1, 2001 |  | 4   
|        |  | Consolidated Statements of Cash Flows for the thirteen weeks ended March 26, 2000 and April 1, 2001 |  | 5   
|        |  | Notes to Consolidated Financial Statements                                                          |  | 6   
|Item 2. |  | Management's Discussion and Analysis of Financial Condition and Results of Operations               |  | 9   
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                                          |  | 20  
|PART II |  | OTHER INFORMATION                                                                                   |  |     
|Item 1. |  | Legal Proceedings                                                                                   |  | 20  
|Item 2. |  | Changes in Securities and Use of Proceeds                                                           |  | 20  
|Item 3. |  | Defaults Upon Senior Securities                                                                     |  | 20  
|Item 4. |  | Submission of Matters to a Vote of Security Holders                                                 |  | 20  
|Item 5. |  | Other Information                                                                                   |  | 20  
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                    |  | 21  
|        |  | Signatures                                                                                          |  | 22  

2

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PART IFINANCIAL INFORMATION

Item 1. Financial Statements

RUBIO'S RESTAURANTS, INC.        CONSOLIDATED BALANCE SHEETS        (In thousands, except share data)

|                                       |                                                                                                                                                     | December 31,
2000          |        | April 1,
2001
|-------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------ | -------------
|
|ASSETS                                
|CURRENT ASSETS:                        |                                                                                                                                                     |                            |        |              
|                                       | Cash and cash equivalents                                                                                                                           |                            | $      | 1,311        
|                                       | Short-term investments                                                                                                                              |                            |        | 6,809        
|                                       | Other receivables                                                                                                                                   |                            |        | 1,138        
|                                       | Income taxes receivable                                                                                                                             |                            |        | 288          
|                                       | Inventory                                                                                                                                           |                            |        | 2,020        
|                                       | Prepaid expenses                                                                                                                                    |                            |        | 581          
|                                       |                                                                                                                                                     |                            |        |              
|                                       |                                                                                                                                                     | Total current assets       |        |              
|INVESTMENTS                            |                                                                                                                                                     |                            | 908    |              
|PROPERTY  net                         |                                                                                                                                                     |                            | 37,917 |              
|OTHER ASSETS                           |                                                                                                                                                     |                            | 426    |              
|DEFERRED INCOME TAXES                  |                                                                                                                                                     |                            | 869    |              
|                                       |                                                                                                                                                     |                            |        |              
|TOTAL                                  |                                                                                                                                                     | $                          | 52,267 |              
|                                       |                                                                                                                                                     |                            |        |              
|LIABILITIES AND STOCKHOLDERS' EQUITY  
|CURRENT LIABILITIES:                   |                                                                                                                                                     |                            |        |              
|                                       | Accounts payable                                                                                                                                    |                            | $      | 4,328        
|                                       | Accrued expenses and other liabilities                                                                                                              |                            |        | 3,359        
|                                       | Deferred income taxes                                                                                                                               |                            |        | 6            
|                                       |                                                                                                                                                     |                            |        |              
|                                       |                                                                                                                                                     | Total current liabilities  |        |              
|DEFERRED RENT                          |                                                                                                                                                     |                            | 1,518  |              
|DEFERRED FRANCHISE INCOME              |                                                                                                                                                     |                            | 100    |              
|                                       |                                                                                                                                                     |                            |        |              
|                                       |                                                                                                                                                     | Total liabilities          |        |              
|                                       |                                                                                                                                                     |                            |        |              
|COMMITMENTS AND CONTINGENCIES (NOTE 3) |                                                                                                                                                     |                            |        |              
|STOCKHOLDERS' EQUITY:                  |                                                                                                                                                     |                            |        |              
|                                       | Preferred Stock, $.001 par value, 5,000,000 shares authorized, no shares issued or outstanding                                                      |                            |        |             
|                                       | Common stock, $.001 par value, 75,000,000 shares authorized, 8,894,440 issued and outstanding in 2000, and 8,921,993 issued and outstanding in 2001 |                            |        | 9            
|                                       | Paid-in capital                                                                                                                                     |                            |        | 41,394       
|                                       | Deferred compensation                                                                                                                               |                            |        | 137          
|                                       | Accumulated other comprehensive income                                                                                                              |                            |        | 8            
|                                       | Retained earnings                                                                                                                                   |                            |        | 1,408        
|                                       |                                                                                                                                                     |                            |        |              
|                                       |                                                                                                                                                     | Total stockholders' equity |        |              
|                                       |                                                                                                                                                     |                            |        |              
|TOTAL                                  |                                                                                                                                                     | $                          | 52,267 |              
|                                       |                                                                                                                                                     |                            |        |              

Note: The balance sheet for the period ended December 31, 2000 is derived from audited financial statements and is in accordance with accounting principles generally accepted in the United
States of America. Entire footnotes for that audited period are not included in this report.

See
notes to consolidated financial statements-unaudited.

3

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RUBIO'S RESTAURANTS, INC.        CONSOLIDATED STATEMENTS OF OPERATIONSUNAUDITED        (In thousands, except per share data)

|                                                        |                                       | For the 13 Weeks Ended |       
|------------------------------------------------------- | ------------------------------------- | ---------------------- | ------
|
|REVENUE:                                                |                                       |                        |       
|                                                        | Restaurant sales                      |                        | $     
|                                                        | Franchise revenue                     |                        |       
|                                                        |                                       |                        |       
|TOTAL REVENUE                                           |                                       |                        | 19,929
|                                                        |                                       |                        |       
|COSTS AND EXPENSES:                                     |                                       |                        |       
|                                                        | Cost of sales                         |                        |       
|                                                        | Restaurant labor, occupancy and other |                        |       
|                                                        | General and administrative expenses   |                        |       
|                                                        | Depreciation and amortization         |                        |       
|                                                        | Pre-opening expenses                  |                        |       
|                                                        |                                       |                        |       
|TOTAL COSTS AND EXPENSES                                |                                       |                        | 19,680
|                                                        |                                       |                        |       
|OPERATING (LOSS) INCOME                                 |                                       |                        | 249   
|                                                        |                                       |                        |       
|OTHER INCOME (EXPENSE):                                 |                                       |                        |       
|                                                        | Interest and investment income        |                        |       
|                                                        | Interest expense                      |                        |       
|                                                        | Loss on disposal/sale of property     |                        |       
|                                                        |                                       |                        |       
|                                                        |                                       | Other income  net     |       
|                                                        |                                       |                        |       
|(LOSS) INCOME BEFORE INCOME TAXES                       |                                       |                        | 449   
|INCOME TAX BENEFIT (EXPENSE)                            |                                       |                        | (180  
|                                                        |                                       |                        |       
|NET (LOSS) INCOME                                       |                                       | $                      | 269   
|                                                        |                                       |                        |       
|NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS:  |                                       |                        |       
|                                                        |                                       | Basic                  |       
|                                                        |                                       |                        |       
|                                                        |                                       | Diluted                |       
|                                                        |                                       |                        |       
|NET (LOSS) INCOME PER SHARE:                            |                                       |                        |       
|                                                        |                                       | Basic                  |       
|                                                        |                                       |                        |       
|                                                        |                                       | Diluted                |       
|                                                        |                                       |                        |       
|SHARES USED IN CALCULATING NET (LOSS) INCOME PER SHARE: |                                       |                        |       
|                                                        |                                       | Basic                  |       
|                                                        |                                       |                        |       
|                                                        |                                       | Diluted                |       
|                                                        |                                       |                        |       

See notes to consolidated financial statements-unaudited.

4

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RUBIO'S RESTAURANTS, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWSUNAUDITED        (In thousands)

|                                                   |                                                                                          | For the 13 Weeks Ended             |                                       
|-------------------------------------------------- | ---------------------------------------------------------------------------------------- | ---------------------------------- | --------------------------------------
|
|OPERATING ACTIVITIES:                              |                                                                                          |                                    |                                       
|                                                   | Net (loss) income                                                                        |                                    | $                                     
|                                                   | Adjustments to reconcile net (loss) income to net cash provided by operating activities: |                                    |                                       
|                                                   |                                                                                          | Depreciation and amortization      |                                       
|                                                   |                                                                                          | Deferred compensation              |                                       
|                                                   |                                                                                          | Loss on disposal/sale of property  |                                       
|                                                   |                                                                                          | Changes in assets and liabilities: |                                       
|                                                   |                                                                                          |                                    | Other receivables                     
|                                                   |                                                                                          |                                    | Income taxes receivable               
|                                                   |                                                                                          |                                    | Inventory                             
|                                                   |                                                                                          |                                    | Prepaid expenses                      
|                                                   |                                                                                          |                                    | Other assets                          
|                                                   |                                                                                          |                                    | Deferred income taxes                 
|                                                   |                                                                                          |                                    | Accounts payable                      
|                                                   |                                                                                          |                                    | Accrued expenses and other liabilities
|                                                   |                                                                                          |                                    | Income taxes payable                  
|                                                   |                                                                                          |                                    | Deferred rent                         
|                                                   |                                                                                          |                                    | Deferred franchise income             
|                                                   |                                                                                          |                                    |                                       
|                                                   |                                                                                          |                                    |                                       
|                                                   |                                                                                          |                                    |                                       
|INVESTING ACTIVITIES:                              |                                                                                          |                                    |                                       
|                                                   | Proceeds from sale of property                                                           |                                    |                                       
|                                                   | Purchase of property                                                                     |                                    |                                       
|                                                   | Purchases of investments                                                                 |                                    |                                       
|                                                   | Sales and maturities of investments                                                      |                                    |                                       
|                                                   |                                                                                          |                                    |                                       
|                                                   |                                                                                          |                                    |                                       
|                                                   |                                                                                          |                                    |                                       
|FINANCING ACTIVITIES:                              |                                                                                          |                                    |                                       
|                                                   | Proceeds from exercise of common stock options                                           |                                    |                                       
|                                                   | Other                                                                                    |                                    |                                       
|                                                   |                                                                                          |                                    |                                       
|                                                   |                                                                                          |                                    |                                       
|                                                   |                                                                                          |                                    |                                       
|INCREASE IN CASH AND CASH EQUIVALENTS              |                                                                                          |                                    | 1,067                                 
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   |                                                                                          |                                    | 3,459                                 
|                                                   |                                                                                          |                                    |                                       
|CASH AND CASH EQUIVALENTS AT END OF PERIOD         |                                                                                          | $                                  | 4,526                                 
|                                                   |                                                                                          |                                    |                                       
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |                                                                                          |                                    |                                       
|                                                   | Cash paid for income taxes  net                                                         |                                    | $                                     

See notes to consolidated financial statements-unaudited.

5

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RUBIO'S RESTAURANTS, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTSUNAUDITED

1. BASIS OF PRESENTATION

The accompanying consolidated financial information has been prepared by Rubio's Restaurants, Inc. and its wholly-owned subsidiary, Rubio's Restaurants
of Nevada, Inc. (collectively, the "Company") without audit, in accordance with the instructions to Form 10-Q and therefore does not include all information and footnotes
necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America.

UNAUDITED INTERM FINANCIAL DATA In the opinion of management, the unaudited consolidated financial statements for the
interim periods presented reflect all adjustments, consisting of only normal recurring accruals, necessary for a fair presentation of the financial position and results of operations as of and for
such periods indicated. These consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended
December 31, 2000 included in the Company's Form 10-K. Results for the interim periods presented herein are not necessarily indicative of results which may be reported for
any other interim period or for the entire fiscal year.

RECLASSIFICATION Certain prior period amounts have been reclassified to conform to current period presentation.
Specifically, the Company has reclassified approximately $82,000 of expenses
attributable to credit card processing costs from general and administrative expenses to restaurant labor, occupancy and other for 2000 to conform to the 2001 presentation.

2. BALANCE SHEET DETAILS AS OF DECEMBER 31, 2000 AND APRIL 1, 2001, respectively (in thousands):

2000

2001OTHER RECEIVABLES:Tenant improvement receivables

$
604

$
364Beverage usage receivable


248


164Accrued interest receivable


133


50Other


153


427Total

$
1,138

$
1,005INVESTMENTS:Corporate bonds

$
5,403

$
2,619Tax-free municipals


254


850Municipal bonds


350


530Mortgage and asset-backed securities


1,211


253Commercial paper


499


7,717


4,252Less: current portion


(6,809
)

(3,472
)Non-current

$
908

$
780


6

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PROPERTY  at cost:Building and leasehold improvements

$
24,843

$
26,390Equipment and furniture


23,862


24,404Construction in process and related costs


1,545


1,68250,250


52,476Less: accumulated depreciation and amortization


(12,333
)

(13,084
)Total

$
37,917

$
39,392OTHER ASSETS:Long-term deposits

$
328

$
326Other


98


92Total

$
426

$
418ACCRUED EXPENSES AND OTHER LIABILITIES:Compensation

$
992

$
2,200Sales taxes


877


811Vacation pay


445


521Unearned usage allowance


47


114Other deferred income


150


81Other


848


1,006Total

$
3,359

$
4,733


3. COMMITMENTS AND CONTINGENCIES

REVOLVING LINE OF CREDIT As of April 1, 2001, the Company had available a $12,000,000
revolving line of credit with a maturity date of July 2004.  The credit line bears interest based on certain leverage ratios and ranges from the lower of a bank reference rate
plus 1%2%, or an adjusted London Interbank Offered Rate plus 2.5%3.5% per annum. The Company pays a commitment fee on the unused portion of the credit line. In addition, the
availability of the credit line is subject to maintaining certain financial covenants. There were no borrowings against the credit line as of December 31, 2000 and April 1, 2001.

UTILITY COSTS A utility company in California has been required to cap its charge per unit of electricity to its
customers including, a number of the Company's locations leaving any overages to be kept in a "compensating balancing account" that may or may not be payable in the future. At this time, the Company
believes that given the uncertainties surrounding future governmental and regulatory decisions related to this "compensating balancing account," the ultimate liability is not readily determinable or
estimable and it is not probable that the amount will be payable. Therefore, in accordance with Statement of Financial Accounting Standards ("SFAS") No. 5, "Accounting for Contingencies," the
Company has not accrued for it.

7

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4. EARNINGS PER SHARE

Reconciliation of basic and diluted earnings per share in accordance with SFAS No. 128, "Earnings Per Share," is as follows (in thousands, except per
share data):

13 Weeks EndedMarch 26, 2000

April 1, 2001NumeratorBasic:Net (loss) income attributable to common stockholders

$
269

$
(154
)Diluted:Net (loss) income attributable to common stockholders

$
269

$
(154
)DenominatorBasic:Weighted average common shares outstanding


8,874


8,911Diluted:Effect of dilutive securities:Common stock options


147


Total weighted average common and potential common shares outstanding


9,021


8,911(Loss) earnings per share:Basic

$
0.03

$
(0.02
)Diluted

$
0.03

$
(0.02
)


5. RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 133, as amended, establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires an entity to recognize all derivatives as either assets or
liabilities on the balance sheet and measure those instruments at fair value. The new standard became effective for the Company on January 1, 2001. At present, the Company does not hold any
derivative instruments nor does it engage in hedging activities. The initial adoption of SFAS No. 133 did not have a material effect on the Company's consolidated financial position or the
results of operations.

8

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

This quarterly report on Form 10-Q may contain certain projections, estimates and other forward-looking statements that involve a number of
risks and uncertainties, including without limitation, those discussed below at "Risk Factors." While this outlook represents our current judgment on the future direction of the business, such risks
and uncertainties could cause actual results to differ materially from any future performance suggested below. We undertake no obligation to release publicly the results of any revisions to these
forward-looking statements to reflect events or circumstances arising after the date of this quarterly report.

OVERVIEW

We opened our first restaurant under the name "Rubio's, Home of the Fish Taco" in 1983 and grew steadily through 1994, at which time we operated 17 units. We
accelerated the number of restaurant openings in recent years, going from six new restaurants in 1995 to 36 in 2000. As of December 31, 2000, we had 126 restaurants open. We have opened an
additional four restaurants in the current quarter, bringing our total of restaurants open as of April 1, 2001 to 130.

As
a result of our expansion, period to period comparisons of our financial results may not be meaningful. When a new unit opens, it will typically incur higher than normal levels of
food and labor costs until new personnel gain experience. Hourly labor schedules are gradually adjusted downward during the first three months of a restaurant opening, in order to reach operating
efficiencies similar to those at established units. In calculating our comparable restaurant base, we introduce a restaurant into our comparable restaurant base once it has been in operation for 15
calendar months.

Revenues
represent gross restaurant sales less coupons and other discounts and franchise revenue. Cost of sales is composed of food, beverage, and paper supply expense. Components of
restaurant labor, occupancy and other expenses include direct hourly and management wages, bonuses, fringe benefit costs, rent and other occupancy costs, advertising and promotion, operating supplies,
utilities, maintenance and repairs, and other operating expenses.

General
and administrative expenses include all corporate and administrative functions that support existing operations and provide infrastructure to facilitate our future growth.
Components of this category include management, supervisory and staff salaries and employee benefits, travel, information systems, training, corporate rent, professional and consulting fees and
franchise expense.

Pre-opening
expenses, which are expensed as incurred, consist of the costs of hiring and training the initial workforce, travel, the cost of food used in training, the
cost of the initial stocking of operating supplies and other direct costs related to opening.

RESULTS OF OPERATIONS

All comparisons under this heading between 2000 and 2001 refer the 13-week period ended March 26, 2000 and the 13-week period
ended April 1, 2001, respectively, unless otherwise indicated.

9

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Our operating results, expressed as a percentage of revenue, were as follows:

13 Weeks EndedMarch 26, 2000

April 1, 2001Revenue (1)

100.0
%
100.0
%Costs and expenses:Cost of sales

29.4

28.2Restaurant labor, occupancy and other

52.4

57.9General and administrative expenses (2)

11.5

10.2Depreciation and amortization

4.5

4.6Pre-opening expenses

0.9

0.5Operating (loss) income

1.3

(1.4
)Other income (expense):Interest income (expense), net

1.0

0.4Loss on disposal/sale of property



Total other income, net

1.0

0.4(Loss) income before income taxes

2.3

(1.0
)Income tax benefit (expense)

(0.9
)
0.4Net (loss) income

1.4
%
(0.6
)%


---

13 WEEKS ENDED APRIL 1, 2001 COMPARED TO THE 13 WEEKS ENDED MARCH 26, 2000

Results of operations reflect 13 weeks of operations for 126 restaurants and partial period operations for 4 restaurants for the 13 weeks ended April 1,
2001. Results of operations also reflect 13 weeks of operations for 90 restaurants and a partial period of operations for 6 restaurants for the 13 weeks ended March 26, 2000.

REVENUE.Revenue increased $6.7 million or 33.4%, to $26.6 million for the 13 weeks ended April 1,
2001 from $19.9 million for the 13 weeks ended March 26, 2000. The increase in 2001 was due in part to $6.6 million in sales generated by a full quarter of operations from units
opened in 2000, 1999 and 1998 that were not yet in our comparable unit base. Units enter the comparable store base after 15 full months of operation. Total sales from all units that comprise our
comparable base increased $0.3 million. Comparable unit sales for the quarter increased $310,000, or 1.7%.  The positive increase in comparable store sales was primarily due to
a 5.8% increase in the average check amount, offset by a 3.9% decrease in transactions. Average check increased primarily as a result of a price increase of 4.5% that was implemented on
January 1st of 2001.

COST OF SALES.Cost of sales as a percentage of restaurant sales decreased to 28.2% in the 13 weeks ended
April 1, 2001 from 29.4% in the 13 weeks ended March 26, 2000. The decrease was primarily due to the previously mentioned price increase that leveraged food cost as well as implementing
new portioning tools that produce our food more consistently. We were also able to work with our suppliers to reduce some of our commodity prices. In addition, some menu item components were changed
that also had a favorable impact on product cost. Offsetting these savings were the higher cost burrito upgrades we made in the summer of 2000.

10

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RESTAURANT LABOR, OCCUPANCY AND OTHER.Restaurant labor, occupancy, and other increased as a percentage of restaurant
sales to 57.9% for the 13 weeks ended April 1, 2001 from 52.4% in the 13 weeks ended March 26, 2000. The increase as a percentage of sales is due in part to an increase in total direct
and related labor costs of approximately 3.2%. These labor increases were due to expected inefficiencies in the new stores, increasing mix of stores located in newer markets which have on average
lower initial annual sales volumes than our mature markets and overall wage inflation. Also contributing to the higher labor related costs was the more than doubling of workers' compensation in
California. Higher utility costs in California resulted in a 0.7% increase in utility costs in the current
quarter. Lastly, increased occupancy costs of 0.8%, increased advertising costs of 0.7% and operating supplies of 0.1% also contributed to the cost increases from prior year.

GENERAL AND ADMINISTRATIVE EXPENSES.General and administrative expenses increased to $2.7 million for the 13
weeks ended April 1, 2001 from $2.3 million for the 13 weeks ended March 26, 2000. As a percentage of restaurant sales, general and administrative expenses decreased to 10.2% for
the 13 weeks ended April 1, 2001 from 11.5% for the 13 weeks ended March 26, 2000. The decrease was primarily due to the leveraging of our expanding revenue base.

DEPRECIATION AND AMORTIZATION.Depreciation and amortization expenses increased to $1.2 million in the 13 weeks
ended April 1, 2001 from $0.9 million in the 13 weeks ended March 26, 2000. The $0.3 million increase was primarily due to the additional depreciation on the 36 new units
opened during 2000 and the 4 new units opened during 2001. As a percentage of restaurant sales, depreciation and amortization increased to 4.6% for the 13 weeks ended April 1, 2001 versus 4.5%
for the 13 weeks ended March 26, 2000.

PRE-OPENING EXPENSES.Pre-opening expenses decreased to $141,000 for the 13 weeks ended
April 1, 2001 from $187,000 for the 13 weeks ended March 26, 2000. The decrease was due in part to opening four units in the 13 weeks ended April 1, 2001 versus opening six
locations in the 13 weeks ended March 26, 2000. The average pre-opening cost per new unit opening was higher in the current year quarter due to opening two out of the four locations
in our new San Francisco market.

INTEREST INCOME (EXPENSE), NET.Net interest income decreased to $100,000 for the 13 weeks ended April 1, 2001
from $200,000 in net interest income for the 13 weeks ended March 26, 2000. Interest income decreased to $119,000 for the 13 weeks ended April 1, 2001 from $225,000 for the 13 weeks
ended March 26, 2000. The decrease is primarily due to less cash available for investing in the current year quarter versus last year's comparable quarter. In addition, interest expense
declined to $19,000 in the first quarter of 2001 from $22,000 in first quarter of 2000.

INCOME TAXES.The (benefit) provision for income taxes for the 13 weeks ended April 1, 2001 and 13 weeks ended
March 26, 2000 is based on the approximate annual effective tax rate of 40% applied to the respective period's pretax book (loss) income. The 40% tax benefit applied to the 13 weeks ended
April 1, 2001 comprises the federal and state statutory rates based on the estimated annual effective rate on a pre-tax loss of $257,000. The 40% tax rate applied to the 13 weeks
ended March 26, 2000 comprises the federal and state statutory rates based on the estimated annual effective rate on pre-tax income of $449,000.



Historically, we've experienced seasonal variability in our quarterly operating results with higher sales per restaurant in the second and third quarters than
in the first and fourth quarters. The higher sales in the second and third quarters affect profitability by reducing the impact of our restaurants' fixed and semi-fixed costs, as well as
through increased revenues. This seasonal impact on our operating results is expected to continue.

11

---



Components of our operations subject to inflation include food, beverage, lease and labor costs. Our leases require us to pay taxes, maintenance, repairs,
insurance and utilities, all of which are subject to inflationary increases. We believe that current adverse conditions in the insurance, utility and labor areas specifically, could have an impact on
our results of operations during the upcoming year.



We have funded our capital requirements in recent years through the public sale of equity securities, cash flow from operations, private placement of preferred
stock and bank debt. We generated $2.0 million in cash flow from operating activities for the 13 weeks ended April 1, 2001 and $0.8 million for the 13 weeks ended March 26,
2000. The $1.2 million increase is due in part to higher cash flow from operations on 126 restaurants for a full quarter and four restaurants for a partial quarter in 2001 compared to cash flow
from operations on 90 restaurants for a full quarter and six restaurants for a partial quarter in 2000. In addition, there was a timing difference with one week of payroll resulting in an increase of
accrued compensation of $0.9 million in 2001.

Net
cash provided by investing activities was $0.8 million for the 13 weeks ended April 1, 2001 compared to $0.3 million for the 13 weeks ended March 26,
2000. The $0.5 million increase was primarily due to sales and maturities of investments that were used to fund our four restaurant openings and our new point of sale conversions in the 13
weeks ended April 1, 2001.

Net
cash generated from financing activities was $45,000 for the 13 weeks ended April 1, 2001 compared to net cash provided of $9,000 for the 13 weeks ended March 26,
2000. Financing activities in both quarters consisted primarily of proceeds from exercises of common stock options.

In
addition, we have a $12.0 million revolving line of credit agreement with a financial institution that matures July 2004, and as of April 1, 2001 there was no
outstanding balance under this agreement. Interest on the revolving line of credit is calculated on the lower of either a bank reference rate plus 1%2%, or on an adjusted London Interbank
Offered Rate plus 2.5%3.5% per annum.

Our
funds are principally used for the development and opening of new units. We incurred $3.0 million in capital expenditures during the 13 weeks ended April 1, 2001, of
which, $1.4 million was for newly opened units, $1.0 million for future openings, $0.3 for remodels and point of sale system upgrades, $0.2 million for existing locations and
$0.1 million for corporate and information technology expenditures. During the 13 weeks ended March 26, 2000, we incurred $3.0 million in capital expenditures, of which
$2.7 million was for new unit openings and $0.2 million was for expenditures on existing locations and $0.1 million for corporate expenditures.

We
currently expect total capital expenditures in 2001 to be approximately $11.5 million, of which approximately $8.6 million is expected to be invested in the opening
of new restaurants. We currently plan to open approximately 18 units in 2001 and approximately eight units in 2002. We currently expect that future locations will generally cost between $380,000 and
$450,000 per unit, net of landlord allowances and excluding pre-opening expenses. Some units may exceed this range due to the area in which they are built and the specific requirements of
the project. Pre-opening expenses are expected to average between $19,000 and $25,000 per restaurant in existing markets and between $25,000 and $35,000 in new markets.

We
believe that the proceeds from the initial public offering completed in May 1999 together with anticipated cash flow from operations and funds anticipated to be available
from a credit facility will be sufficient to satisfy our working capital requirements for at least the next 12 months. Changes in our operating plans, amendments to our expansion plans, lower
than anticipated sales, increased expenses, potential acquisitions or other events may cause us to seek additional financing sooner than anticipated. Additional financing may not be available on
acceptable terms, or at all. Failure to obtain additional financing as needed could have a material adverse effect on our business and results of operations.

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RISK FACTORS

Any investment in our common stock involves a high degree of risk. You should consider carefully the following information about these risks, together with the
other information contained in this quarterly report, before you decide to buy our common stock. If any of the following risks actually occur, our business would likely suffer. In such case, the
trading price of our common stock could decline, and you may lose all or part of the money you paid to buy our common stock.

OUR PLANNED EXPANSION INTO NEW GEOGRAPHIC AREAS INVOLVES A NUMBER OF RISKS WHICH COULD DELAY OR PREVENT THE OPENING OF PLANNED NEW RESTAURANTS.

Almost all of our current restaurants are located in the southwest region of the United States. Our planned expansion into geographic areas outside the
Southwest involves a number of risks, including:



We
may not be successful in addressing these risks. We also may not be able to open our planned new operations on a timely basis, or at all in these new areas. Delays in opening or
failure to open planned new restaurants outside the Southwest could have a material adverse effect on our business and results of operations. We currently anticipate that our new restaurants will take
several months to reach planned operating levels due to inefficiencies typically associated with expanding into new regions, such as lack of market awareness, acceptance of our restaurant concept and
inability to hire sufficient staff.

IF WE ARE NOT ABLE TO SUCCESSFULLY PURSUE OUR EXPANSION STRATEGY, OUR BUSINESS AND RESULTS OF OPERATIONS MAY BE ADVERSELY IMPACTED.

We intend to continue to pursue an expansion strategy. As of April 1, 2001, we have opened 130 company-owned restaurants, 51 restaurants in greater Los
Angeles, California which includes Los Angeles, Orange, San Bernardino, Ventura and Riverside counties, 37 restaurants in San Diego county, 15 restaurants in Phoenix/Tucson, Arizona, nine restaurants
in Denver, Colorado, six restaurants in Salt Lake City, Utah, five restaurants in Las Vegas, Nevada, four in the Sacramento, California area and three in the San Francisco, California area. We
currently plan to open approximately 18 restaurants in 2001, four of which have been opened as of April 1, 2001. Ten of the 18 planned 2001 openings are
outside Southern California. We currently plan to open approximately eight restaurants in 2002. Our ability to successfully achieve our expansion strategy will depend on a variety of factors, many of
which are beyond our control.

These
factors include:



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If
we are not able to successfully address these factors, we may not be able to expand at a rate currently contemplated by our strategy, and our business and results of operations may
be adversely impacted.

OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY DUE TO SEASONALITY AND OTHER FACTORS, WHICH COULD HAVE A NEGATIVE EFFECT ON THE PRICE OF OUR COMMON STOCK.

Our business is subject to seasonal fluctuations. Historically, sales in most of our restaurants have been higher during the second and third quarters of each
fiscal year. As a result, we expect our highest earnings to occur in the second and third quarters of each fiscal year.

In
addition to seasonality, our quarterly and annual operating results and comparable unit sales may fluctuate significantly as a result of a variety of factors, including:



Accordingly,
results for any one quarter or for any year are not necessarily indicative of results to be expected for any other quarter or for any year. Comparable unit sales for any
particular future period may decrease.

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OUR FINANCIAL PERFORMANCE MAY BE MATERIALLY ADVERSELY AFFECTED BY THE ENERGRY CRISIS IN CALIFORNIA.

The Company has 95 restaurants located in California that may be adversely affected by the current utility crisis in the state. If the utility companies
institute "rolling blackouts," the Company's financial performance could be materially impacted by these power outages. If a rolling blackout occurs, the locations without power may have to cease
operations during the power outage and food supplies may be ruined.

WE HAVE RECENTLY INITIATED A FRANCHISE STRATEGY. WE MAY BE UNSUCCESSFUL IN FULLY EXECUTING THIS PROGRAM.

We started a franchise program by entering into an agreement with a franchisee in late October 2000. We had a total of two franchise agreements signed
as of April 1, 2001. These agreements represent commitments to open 14 units. In conjunction with these signings, we received $140,000 in franchise fees in 2000 and were able to recognize
$40,000 of that as income in the fourth quarter of 2000 and another $30,000 in the first quarter of 2001. We also incurred $88,000 and $50,000 of expense related to franchising in the 13 weeks ended
April 1, 2001 and March 26, 2000 respectively. Currently, no franchisee restaurants are open. The first franchise restaurant is expected to open in the second quarter of 2001. Our
inability to successfully execute our franchising program could adversely affect our business and results of operations. The opening and success of franchised restaurants is dependent on a number of
factors, including availability of suitable sites, negotiations of acceptable lease or purchase terms for new locations, permitting and government regulatory compliance and the ability to meet
construction schedules. The franchisees may not have all these business abilities or access to the financial resources necessary to open our restaurants or to successfully develop or operate our
restaurants in their franchise areas in a manner consistent with our standards.

UNANTICIPATED COSTS OR DELAYS IN THE DEVELOPMENT OR CONSTRUCTION OF OUR RESTAURANTS COULD PREVENT OUR TIMELY AND COST-EFFECTIVE OPENING OF NEW RESTAURANTS.

We depend on contractors and real estate developers to construct our restaurants. Many factors may adversely affect the cost and time associated with the
development and construction of our restaurants, including:



Any
of these factors could give rise to delays or cost overruns which may prevent us from developing additional restaurants within our anticipated budgets or time periods. Any such
failure could have a material adverse effect on our business and results of operations.

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WE MAY BE UNABLE TO FUND OUR SUBSTANTIAL WORKING CAPITAL REQUIREMENTS AND MAY NEED ADDITIONAL FUNDING SOONER THAN WE ANTICIPATE.

We plan to incur substantial costs over the near-term in connection with our expansion plans. We may need to seek additional financing sooner than
we anticipate as a result of the following factors:



Additional
financing may not be available on acceptable terms, or at all. If we fail to get additional financing as needed, our business and results of operations would likely suffer.

THE ABILITY TO ATTRACT AND RETAIN HIGHLY QUALIFIED PERSONNEL TO OPERATE AND MANAGE OUR RESTAURANTS IS EXTREMELY IMPORTANT AND OUR FAILURE TO DO SO COULD ADVERSELY AFFECT US.

Our success and the success of our individual restaurants depend upon our ability to attract and retain highly motivated, well-qualified restaurant
operators and management personnel, as well as a sufficient
number of qualified employees, including guest service and kitchen staff, to keep pace with our expansion schedule. Qualified individuals needed to fill these positions are in short supply in some
geographic areas. Our ability to recruit and retain such individuals may delay the planned openings of new restaurants or result in higher employee turnover in existing restaurants, which could have a
material adverse effect on our business or results of operations. We also face significant competition in the recruitment of qualified employees. In addition, we are heavily dependent upon the
services of our officers and key management involved in restaurant operations, marketing, finance, purchasing, expansion, human resources and administration. The loss of any of these individuals could
have a material adverse effect on our business and results of operations. We currently do not have employment agreements with any of our employees.

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OUR RESOURCES MAY BE STRAINED IN IMPLEMENTING OUR BUSINESS STRATEGY.

Our growth strategy will place a strain on our management, financial and other resources. To manage our growth effectively, we must maintain the level of
quality and service at our existing and future restaurants. We must also continue to enhance our operational, financial and management systems and locate, hire, train and retain experienced and
dedicated operating personnel, particularly managers. We may not be able to effectively manage any one or more of these or other aspects of our expansion. Failure to do so could have a material
adverse effect on our business and results of operations.

IF WE ARE NOT ABLE TO ANTICIPATE AND REACT TO INCREASES IN OUR FOOD AND LABOR COSTS, OUR PROFITABILITY COULD BE ADVERSELY AFFECTED.

Our restaurant operating costs principally consist of food and labor costs. Our profitability is dependent on our ability to anticipate and react to changes in
food and labor costs. Various factors beyond our control, including adverse weather conditions and governmental regulation, may affect our food costs. We may not be able to anticipate and react to
changing food costs, whether through our purchasing practices, menu composition or menu price adjustment in the future. In the event that food and labor price increases cause us to increase our menu
prices, we face the risk that our guests will choose to patronize lower-cost restaurants. Failure to react to changing food costs or to retain guests if we are forced to raise menu prices
could have a material adverse effect on our business and results of operations.

A
substantial number of our employees are subject to various minimum wage requirements. Many of our employees work in restaurants located in California and receive salaries equal to
or slightly greater than the California minimum wage. On January 1, 2001, the California minimum wage was increased to $6.25 per hour from $5.75. On January 1, 2002, the California
minimum wage will increase from $6.25 to $6.75 per hour. Similar proposals may come before legislators or voters in other jurisdictions in which we operate or seek to operate. In addition, workers'
compensation premiums have more than doubled in California. Such minimum wage and insurance cost increases could continue to have a material adverse effect on our business and results of operations.

THE RESTAURANT INDUSTRY IS INTENSELY COMPETITIVE AND WE MAY NOT HAVE THE RESOURCES TO COMPETE ADEQUATELY.

The restaurant industry is intensely competitive. There are many different segments within the restaurant industry that are distinguished by types of service,
food types and price/value relationships. We position our restaurants in the high-quality, quick-service Mexican food segment of the industry. In this segment, our direct competitors
include Baja Fresh, La Salsa and Chipotle. We also compete indirectly with full-service Mexican restaurants including Chevy's, Chi Chi's and El Torito, and fast food restaurants,
particularly those focused on Mexican food such as Taco Bell and Del Taco. Competition in our industry segment is based primarily upon food quality, price, restaurant ambiance, service and location.
Many of our direct and indirect competitors are well-established national, regional or local chains and have substantially greater financial, marketing, personnel and other resources than
we do. We also compete with many other retail establishments for site locations.

The
performance of individual units may also be affected by factors such as traffic patterns, demographic considerations and the type, number and proximity of competing restaurants.
In addition, factors such as inflation, utility costs, increased food, labor and employee benefit costs and the availability of experienced management and hourly employees may also adversely affect
the restaurant industry in general and our units in particular.

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OUR FAILURE OR INABILITY TO ENFORCE OUR TRADEMARKS AND TRADE NAMES COULD ADVERSELY AFFECT OUR EFFORTS TO ESTABLISH BRAND EQUITY.

Our ability to successfully expand our concept will depend on our ability to establish and maintain "brand equity" through the use of our trademarks, service
marks, trade dress and other proprietary intellectual property, including our name and logos. We currently hold four trademarks and have seven service marks relating to our brand. Some or all of the
rights in our intellectual property may not be enforceable, even if registered, against any prior users of similar intellectual property or our competitors who seek to use similar intellectual
property in areas where we operate or intend to conduct operations. If we fail to enforce any of our intellectual property rights, we may be unable to capitalize on our efforts to establish brand
equity. It is also possible that we will encounter claims from prior users of similar intellectual property in areas where we operate or intend to conduct operations. Claims from prior users could
limit our operations and possibly cause us to incur costs through the payment of damages, licensing fees to a prior user or registrant of similar intellectual property, or attorney's fees or other
legal costs as well.

AS A RESTAURANT SERVICE PROVIDER, WE COULD BE SUBJECT TO ADVERSE PUBLICITY OR CLAIMS FROM OUR GUESTS.

We may be the subject of complaints or litigation from guests alleging food-related illness, injuries suffered on the premises or other food
quality, health or operational concerns. Adverse publicity resulting from such allegations may materially affect us and our restaurants, regardless of whether such allegations are true or whether we
are ultimately held liable. We are also the subject of complaints or allegations from current, former or prospective employees from time to time. A lawsuit or claim could result in an adverse decision
against us that could have a material adverse effect on our business and results of operations.

OUR RESTAURANTS ARE CONCENTRATED IN THE SOUTHWEST REGION OF THE UNITED STATES, AND THEREFORE, OUR BUSINESS IS SUBJECT TO FLUCTUATIONS IF ADVERSE BUSINESS CONDITIONS OCCUR IN
THAT REGION.

As of April 1, 2001 all but 15 of our existing restaurants are located in the southwest region of the United States. Accordingly, we are susceptible to
fluctuations in our business caused by adverse economic or other conditions in this region, including natural or other disasters. Our significant investment in, and long-term commitment
to, each of our units limits our ability to respond quickly or effectively to changes in local competitive conditions or other changes that could affect our operations. In addition, some of our
competitors have many more units than we do. Consequently, adverse economic or other conditions in a region, a decline in the profitability of several existing units or the introduction of several
unsuccessful new units in a geographic area could have a more significant effect on our results of operations than would be the case for a company with a larger number of restaurants or with more
geographically dispersed restaurants.

OUR CURRENT INSURANCE MAY NOT PROVIDE ADEQUATE LEVELS OF COVERAGE AGAINST CLAIMS.

There are types of losses we may incur that may be uninsurable or that we believe are not economically insurable, such as losses due to earthquakes and other
natural disasters. In view of the location of many of our existing and planned units, our operations are particularly susceptible to damage and disruption caused by earthquakes. Further, we do
maintain insurance coverage for employee-related litigation, however, the deductible per incident is high and we carry only limited insurance for the effects of adverse publicity. In addition,
punitive damage awards are generally not covered by insurance. We may also be subject to litigation which, regardless of the outcome, could result in adverse publicity and damages. Such litigation,
adverse publicity or damages could have a material adverse effect on our business and results of operations.

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THE LARGE NUMBER OF SHARES ELIGIBLE FOR PUBLIC SALE COULD CAUSE OUR STOCK PRICE TO DECLINE.

The market price of our common stock could decline as a result of sales by our existing stockholders of a large number of shares of our common stock in the
market or the perception that such sales could occur. These sales also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

OUR COMMON STOCK MAY NOT DEVELOP AN ACTIVE, LIQUID TRADING MARKET.

We completed our initial public offering in May 1999. Prior to this offering, there was no public market for our common stock. An active trading market
in and increased liquidity of our common stock may not develop.

THE MARKET PRICE OF OUR STOCK MAY BE ADVERSELY AFFECTED BY MARKET VOLATILITY.

The stock market has experienced extreme price and volume fluctuations. The trading price of our common stock could be subject to wide fluctuations in response
to a number of factors, including:



In
the past, companies that have experienced volatility in the market price of their stock have been the object of securities class action litigation. If we were subject to securities
class action litigation, it could result in substantial costs and a diversion of our management's attention and resources.

THE INTERESTS OF OUR CONTROLLING STOCKHOLDERS MAY CONFLICT WITH YOUR INTERESTS.

As of April 13, 2001, the executive officers, directors and entities affiliated with them, in the aggregate, beneficially own approximately 35.3% of our
outstanding common stock. These stockholders are able to exercise control over all matters requiring approval by our stockholders, including the election of directors and approval of significant
corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control of our company.

ANTI-TAKEOVER PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW COULD MAKE A THIRD-PARTY ACQUISITION OF US DIFFICULT.

The anti-takeover provisions in our certificate of incorporation, our bylaws and Delaware law could make it more difficult for a third party to
acquire us. As a result of these provisions, we could delay, deter or prevent a takeover attempt or third party acquisition that our stockholders consider to be in their best interest, including a
takeover attempt that results in a premium over the market price for the shares held by our stockholders.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risk exposures are related to our cash, cash equivalents and investments. We invest our excess cash in highly liquid short-term
investments primarily with maturities of less than one year and corporate bonds, tax-free municipals, municipal bonds, mortgage and asset-backed securities and commercial paper with
maturities in excess of one year. These investments are not held for trading or other speculative purposes. Changes in interest rates affect the investment income we earn on our investments and,
therefore, impact our cash flows and results of operations.

In
addition, we have a $12.0 million revolving line of credit agreement with a financial institution. Interest on the revolving line of credit is calculated on the lower of
either a bank reference rate plus 1%2%, or on an adjusted London Interbank Offered Rate plus 2.5%3.5% per annum. Currently, there are no borrowings under this agreement.
Should we draw on this line in the future, changes in interest rates would affect the interest expense on these loans and, therefore, impact our cash flows and results of operations.

Many
of the food products purchased by us are affected by changes in weather, production, availability, seasonality and other factors outside our control. In an effort to control some
of this risk, we have entered into some fixed price purchase commitments with terms of less than a year. In addition, we believe that almost all of our food and supplies are available from several
sources, which helps to control food commodity risks.

PART IIOTHER INFORMATION

Item 1. Legal Proceedings

Not applicable

Item 2. Changes in Securities and Use of Proceeds



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

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Item 6. Exhibits and Reports on Form 8-K

a)

3.1

(1)

Second Amended and Restated Certificate of Incorporation (Exhibit 3.2)3.2

(1)

Restated Bylaws (Exhibit 3.4)3.3

(2)

Certificate of Amendment to Bylaws (Exhibit 3.4)10.1



Third Amendment to the Credit Agreement between us and Fleet National Bank dated March 19, 2001.


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b)

Reports on Form 8-K:No reports on Form 8-K were filed by the Registrant during the 13 weeks ended April 1, 2001.


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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 dully authorized.

|Dated: May 15, 2001 |  | RUBIO'S RESTAURANTS, INC.                                                                                            
|------------------- |  | ---------------------------------------------------------------------------------------------------------------------
|                    |  | /s/ Joseph N. SteinJoseph N. Stein
Chief Strategic and Financial Officer
(Principal Financial and Accounting Officer)

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