<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-K/A
                                 Amendment No. 2

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

For the fiscal year ended February 3, 2002           Commission File No. 0-25858

                              DAVE & BUSTER'S, INC.

             (Exact name of registrant as specified in its charter)

Missouri                                                        43-1532756
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                            identification number)

2481 Manana Drive, Dallas, Texas                                  75220
(Address of principal executive offices)                        (Zip Code)

                         Registrant's telephone number,
                       Including area code (214) 357-9588

Securities registered pursuant to Section 12(b) of the Act:

                               Title of Each Class
                          Common Stock, $0.01 par value

Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X   No
   ---    ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
                             ----

The aggregate market value of the voting stock held by non-affiliates of
registrant at April 17, 2002 was $121,999,320.

The number of shares of common stock outstanding at April 17, 2002 was
13,266,641 shares.





                                       1
<PAGE>



Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)


         Management's Discussion and Analysis of Financial Condition and Results
         of Operations discusses our consolidated financial statements, which
         have been prepared in accordance with generally accepted accounting
         principles. The preparation of these financial statements requires
         management to make certain estimates and assumptions that affect the
         amounts reported in the financial statements and accompanying notes. On
         an ongoing basis, management evaluates its estimates and judgements,
         including those that relate to depreciable lives, goodwill and debt
         covenants. The estimates and judgements made by management are based on
         historical data and on various other factors believed to be reasonable
         under the circumstances.

         Management believes the following critical accounting policies, among
         others, affect its more significant judgements and estimates used in
         the preparation of its consolidated financial statements.

         Depreciable lives - expenditures for new facilities and those which
         substantially increase the useful lives of the property, including
         interest during construction, are capitalized along with equipment
         purchases at cost. These costs are depreciated over various methods
         based on an estimate of the depreciable life, resulting in a charge to
         the operating results of the Company. The actual results may differ
         from these estimates under different assumptions or conditions. The
         depreciable lives are as follows:

<Table>
<S>                                                                    <C>
         Property and Equipment
                     Games                                             5 years
                     Buildings                                         40 years
                     Furniture, fixtures and equipment                 5 to 10 years
                     Leasehold and building improvements               Shorter of 20 years or lease life
         Intangible Assets
                     Trademarks                                        Over statutory lives
                     Lease Rights                                      Over remaining lease term
</Table>

         Goodwill - is being amortized over 30 years. Whenever there is an
         indication of impairment, the Company evaluates the recoverability of
         goodwill using future undiscounted cash flows. Any resulting impairment
         loss could have a material adverse impact on our financial condition
         and results of operations, however an impairment charge was not
         considered necessary under FAS 121 as of February 3, 2002.

         In June 2001, the Financial Accounting Standards Board issued
         Statements of Financial Accounting Standards No. 141, Business
         Combinations and No. 142, Goodwill and Other Intangible Assets
         ("Statements"), effective for fiscal years beginning after December 15,
         2001. Under the new rules, goodwill and intangible assets deemed to
         have indefinite lives will no longer be amortized but will be subject
         to annual impairment tests in accordance with the Statements. Other
         intangible assets will continue to be amortized over their useful
         lives.

         The Company will apply the new standards on accounting for goodwill and
         other intangible assets beginning in the first quarter of 2002.
         Application of the nonamortization provisions of the Statements is
         expected to result in an increase in income before tax of $349 ($.03
         per diluted share) in 2002 as a result of nonamortization of existing
         goodwill. During the first quarter 2002, the Company will perform the
         required impairment test of goodwill as of February 3, 2002. Based on
         current analysis, the Company will record a one-time expense to
         "Cumulative effect of a change in accounting principle" of $7,096 ($.55
         per diluted share), upon the adoption of the






                                       2
<PAGE>
         new standard. If FAS 142 had been adopted as of the beginning of the
         1999 fiscal year, the amortization of expense would have had the
         following impact on prior period operations:

<Table>
<Caption>
                                                                       Fiscal Year Ended
                                                           January 30,      February 4,     February 3,
                                                              2000             2001             2002
                                                          ------------     ------------     ------------

<S>                                                       <C>              <C>              <C>
         Reported Net Income                              $      5,205     $     12,245     $      7,578
         Amortization expense recorded for the period              349              349              349
                                                          ------------     ------------     ------------

         Adjusted Net Income                              $      5,554     $     12,954     $      7,927

         Reported net income per share (diluted)          $       0.39     $       0.94     $       0.58
         Goodwill amortization per share (diluted)                0.03             0.03              .03
                                                          ------------     ------------     ------------
         Adjusted net income per share (diluted)          $       0.42     $       0.97     $       0.61
</Table>


         Debt Covenants - of the Company's facility agreement require compliance
         with certain financial covenants including a minimum consolidated
         tangible net worth level, maximum leverage ratio, minimum fixed charge
         coverage and maximum level of capital expenditures. The Company was in
         compliance with the covenants for the fiscal year ended February 3,
         2002. The Company believes the results of operations for the fiscal
         year ending February 2, 2003 and thereafter would enable us to remain
         in compliance with the existing covenants absent any material negative
         event affecting the U.S. economy as a whole. However, the Company's
         expectations of future operating results and continued compliance with
         the debt covenants cannot be assured and our lenders' actions are not
         controllable by us. If the projections of future operating results are
         not achieved and the debt is placed in default, the Company would
         experience a material adverse impact on our reported financial position
         and results of operations.


         FISCAL 2001 COMPARED TO FISCAL 2000

         Total revenues increased to $358,009 for fiscal 2001 from $332,303 for
         fiscal 2000, an increase of $25,706 or 7.7%. New stores opened in
         fiscal 2001 increased revenues by $28,431. Revenues from comparable
         stores decreased by 2.8% in fiscal 2001. The decrease in comparable
         stores revenues is primarily attributed to the attack on New York and
         Washington, D.C. on September 11th resulting in a decline in corporate
         events of 15.4%. Total revenues from licensing agreements were $537.

         Costs of revenues increased to $66,939 for fiscal 2001 from $61,547 for
         fiscal 2000, an increase of $5,392 or 8.8%. The increase was
         principally attributed to opening four new stores during the year. As a
         percentage of revenues, cost of revenues were up .2% to 18.7% for
         fiscal 2001 versus 18.5% in fiscal 2000 due to freight costs and higher
         amusement costs associated with redemption, offset by lower food costs.

         Operating payroll and benefits increased to $110,478 for fiscal 2001
         from $101,143 for fiscal 2000, an increase of $9,335 or 9.2%. As a
         percentage of revenue, operating payroll and benefits were 30.9% in
         fiscal 2001 up .5% from 30.4% in fiscal 2000 due to higher store fixed
         labor and benefits.

         Other store operating expenses increased to $106,971 for fiscal 2001
         from $90,581 for fiscal 2000, an increase of $16,390 or 18.1%. As a
         percentage of revenues, other store operating






                                       3
<PAGE>

         expenses were 29.9% in fiscal 2001 as compared to 27.3% in fiscal 2000.
         The increase in other store operating expenses is due to increases in
         utilities, marketing and occupancy costs.

         General and administrative expenses increased to $20,653 in fiscal 2001
         from $20,019 for fiscal 2000, an increase of $634 or 3.2%. As a
         percentage of revenues, general and administrative expenses for fiscal
         2001 were 5.8% and 6.0% for fiscal 2000.

         Depreciation and amortization expense increased $2,977 to $28,693 in
         fiscal 2001 from $25,716 in fiscal 2000. As a percentage of revenues,
         depreciation and amortization increased to 8.0% from 7.7% for the
         comparable period due to new store openings.

         Preopening costs decreased to $4,578 for fiscal 2001 from $5,331 for
         fiscal 2000, a decrease of $753 or 14.1%. As a percentage of revenues,
         preopening costs were 1.3% for fiscal 2001 as compared to 1.6% for
         fiscal 2000. This decrease is due to timing of store openings and only
         one store scheduled to open in fiscal 2002.

         Interest expense-net decreased to $7,820 for fiscal 2001 from $8,712
         for fiscal 2000. The decrease was due to lower interest rates in fiscal
         year 2001.

         The effective tax rate for fiscal 2001 was 36.2% as compared to 36.4%
         for fiscal 2000 and was the result of a lower effective state tax rate.


         FISCAL 2000 COMPARED TO FISCAL 1999

         Total revenues increased to $332,303 for fiscal 2000 from $247,134 for
         fiscal 1999, an increase of $85,169 or 34%. New stores opened in fiscal
         2000 and in fiscal 1999 accounted for 91% of the increase. Revenues at
         comparable stores increased 3.6% for fiscal 2000. Increases in revenues
         were also attributable to a 2% overall price increase and a higher
         average guest check. Total revenues for fiscal 2000 from licensing
         agreements were $966.

         Cost of revenues increased to $61,547 for fiscal 2000 from $45,720 for
         fiscal 1999, an increase of $15,827 or 35%. The increase was
         principally attributable to the 34% increase in revenues. As a
         percentage of revenues, cost of revenues were the same for fiscal 2000
         and fiscal 1999 at 18.5%.

         Operating payroll and benefits increased to $101,143 for fiscal 2000
         from $76,242 for fiscal 1999, an increase of $24,901 or 33%. As a
         percentage of revenue, operating payroll and benefits decreased to
         30.4% in fiscal 2000 from 30.9% in fiscal 1999 due to lower fixed labor
         costs, taxes and benefits offset by higher variable labor costs.

         Other store operating expenses increased to $90,581 for fiscal 2000
         from $65,292 for fiscal 1999, an increase of $25,289 or 39%. As a
         percentage of revenues, other store operating expenses were 27.3% of
         revenues in fiscal 2000 as compared to 26.4% of revenues in fiscal
         1999. Other store operating expenses were higher due to higher
         marketing costs associated with the Company's 2000 marketing campaign.

         General and administrative expenses increased to $20,019 for fiscal
         2000 from $14,988 for fiscal 1999, an increase of $5,031 or 34%. The
         increase over the prior comparable period resulted from increased
         administrative payroll and related costs for new personnel, and
         additional costs associated with the Company's future growth plans. As
         a percentage of revenues, general and administrative expenses decreased
         to 6.0% in fiscal year 2000 from 6.1% in fiscal year 1999.




                                       4
<PAGE>

         Depreciation and amortization expense increased to $25,716 for fiscal
         2000 from $19,884 for fiscal 1999, an increase of $5,832 or 29%. The
         increase was attributable to new stores opened in fiscal 2000 and in
         fiscal 1999. As a percentage of revenues, depreciation and amortization
         decreased to 7.7% from 8.0% for the comparable prior period.

         Preopening costs decreased to $5,331 for fiscal 2000 from $6,053 for
         fiscal 1999, a decrease of $722 or 12%. As a percentage of revenues,
         preopening costs were 1.6% for fiscal 2000 as compared to 2.4% for
         fiscal 1999. This decrease was due to the lesser number of new stores
         opened in 2000 compared to 1999.

         Interest expense - net increased to $8,712 for fiscal 2000 from $3,339
         for fiscal 1999. The increase was due to a higher average debt balance
         and higher interest rates in 2000 versus 1999.

         The effective tax rate for fiscal year 2000 was 36.4% as compared to
         36.7% for fiscal year 1999 and was the result of a lower effective
         state tax rate.


         LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided by operating activities increased to $49,626 in 2001
         compared to $36,678 in 2000 and $24,940 in 1999. Operating cash flows
         in 2001 increased primarily due to the timing of accounts payable
         disbursements. The increase in 2000 was attributable to improvement in
         profitability and timing of operational receipts and payments.

         Cash used in investing activities was $30,877 in 2001 and $53,574 in
         2000 compared to $73,798 in 1999. All investing expenditures are
         related to opening of new stores and normal recurring maintenance at
         previously existing stores.

         Financing activities provided cash of $47,440 in 1999 and $16,984 in
         2000 compared to a use of cash of $17,407 in 2001. Net use of cash by
         financing activities in 2001 was directly attributed to repayment of
         long-term debt of $41,648 offset by borrowings from long-term debt of
         $24,060. Net cash provided by financing activities in 2000 and 1999 was
         due to borrowings under long-term debt exceeding any repayments during
         each year.

         The Company has a $110,000 senior secured revolving credit and term
         loan facility. The facility includes a five-year revolver and five and
         seven-year term debt. The facility agreement calls for quarterly
         payments of principal on the term debt through maturity. Borrowing
         under the facility bears interest at a floating rate based on LIBOR
         (1.77% at February 3, 2002) or, at the Company's option, the bank's
         prime rate (4.75% at February 3, 2002) plus, in each case, a margin
         based upon financial performance. The facility is secured by all assets
         of the Company. The facility has certain financial covenants including
         a minimum consolidated tangible net worth level, a maximum leverage
         ratio, minimum fixed charge coverage and maximum level of capital
         expenditures. On November 19, 2001, the Company amended the facility to
         allow proceeds from sale/leaseback transactions to be applied to both
         the revolving credit and the term loans for a limited period. At
         February 3, 2002, $5,208 was available under this facility.

         The Company has entered into an agreement that expires in 2007, to
         change a portion of its variable rate debt to fixed-rate debt. Notional
         amounts aggregating $51,255 are fixed at 5.44%. The Company is exposed
         to credit losses for periodic settlements of amounts due under the
         agreements if LIBOR decreases. A charge of $858 to interest expense was
         incurred in fiscal 2001 under the agreement.




                                       5
<PAGE>

         The market risks associated with the agreements are mitigated because
         increased interest payments under the agreement resulting from
         reductions in LIBOR are effectively offset by a reduction in interest
         expense under the debt obligation.

         The Company plans to open one new store during the fiscal year ended
         February 2, 2003. The preopening and construction costs of the new
         store will be provided from internal cash flow. Subsequent to the
         fiscal year ending February 2, 2003, the Company intends to open up to
         three stores per year, if adequate external financing can be secured to
         supplement internally generated cash flow.


         SALE/LEASEBACK TRANSACTIONS

         During the year ended February 3, 2002, the Company completed the
         sale/leaseback of two stores (Atlanta and Houston) and the corporate
         headquarters in Dallas. Cash proceeds of $18,474 were received along
         with $5,150 in twenty year interest bearing notes receivable at 7-7.5%.
         The locations were sold to non-affiliated entities. No revenue or
         profit was recorded at the time of the transaction.

         Upon execution of the sale/leaseback transactions, property costs of
         $27,360 and accumulated depreciation of $3,832 were removed from the
         Company's books resulting in a loss of $272 which was recognized in
         2001 and a gain of $713 on one facility being amortized over the term
         of the operating lease.

         Future operating lease obligations under the lease agreements are as
         follows: $2,917 in 2002, $2,957 in 2003, $2,997 in 2004, $3,037 in
         2005, $3,078 in 2006 and $50,976 thereafter. Future minimum note
         payments and interest income associated with the sale/leasebacks at
         Houston and Atlanta are as follows: $488 in 2002, $488 in 2003, $488 in
         2004, $488 in 2005 and $7,782 thereafter.


         CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

         The following tables set forth the Company's contractual obligations
         and commercial commitments (in thousands):

<Table>
<Caption>
                                                            Payments Due by Period
                                               -------------------------------------------------
                                                 1 Year         2-3          4-5        After 5
         Contractual Obligations    Total        or less       Years        Years        Years
         -----------------------  ----------   ----------   ----------   ----------   ----------
<S>                               <C>          <C>          <C>          <C>          <C>
         Long-term debt           $   90,396   $    5,500   $   19,700   $   54,653   $   10,543
         Operating leases            344,633       19,474       37,614       36,566      250,979
         Operating leases under
              sale/leaseback
              transactions            65,964        2,917        5,953        6,115       50,979
                                  ----------   ----------   ----------   ----------   ----------
         Total                    $  500,993   $   27,891   $   63,267   $   97,334   $  312,501
</Table>


<Table>
<Caption>
                                                       Amount of Commitment Expiration Per Period
                                                    -------------------------------------------------
                                                       1 Year        2-3         4-5        After 5
         Other Commercial Commitments     Total       or less       Years       Years        Years
         ----------------------------  ----------   ----------   ----------   ----------   ----------

<S>                                    <C>          <C>          <C>          <C>          <C>
         Letters of Credit             $      940   $      940   $       --   $       --   $       --
</Table>


         QUARTERLY FLUCTUATIONS, SEASONALITY, AND INFLATION

         As a result of the substantial revenues associated with each new
         Complex, the timing of new Complex openings will result in significant
         fluctuations in quarterly results. The Company





                                       6
<PAGE>

         expects seasonality to be a factor in the operation or results of its
         business in the future due to expected lower third quarter revenues due
         to the fall season, and expects higher fourth quarter revenues
         associated with the year-end holidays. The effects of supplier price
         increases are not expected to be material. The Company believes low
         inflation rates in its market areas have contributed to stable food and
         labor costs in recent years. However, there is no assurance that low
         inflation rates will continue or that the Federal minimum wage rate
         will not increase.


         MARKET RISK

         The Company's market risk exposure relates to changes in the general
         level of interest rates. The Company's earnings are affected by changes
         in interest rates due to the impact those changes have on its interest
         expense from variable-rate debt. The Company's agreement to fix a
         portion of its variable-rate debt mitigates this exposure.


         "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
         ACT OF 1995

         Certain statements in this Annual Report are not based on historical
         facts but are "forward-looking statements" that are based on numerous
         assumptions made as of the date of this report. Forward looking
         statements are generally identified by the words "believes", "expects",
         "intends", "anticipates", "scheduled", and similar expressions. Such
         forward-looking statements involve known and unknown risks,
         uncertainties, and other factors which may cause the actual results,
         performance, or achievements of Dave & Buster's, Inc. to be materially
         different from any future results, performance, or achievements
         expressed or implied by such forward-looking statements. Such factors
         include, among others, the following: general economic and business
         conditions; competition; availability of capital; locations and terms
         of sites for Complex development; quality of management; changes in, or
         the failure to comply with, government regulations; and other risks
         indicated in this filing.




                                       7
<PAGE>


..
                                     PART IV

Item 14   EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

<Table>
<Caption>
          (a)(1)  Financial Statements                                                                   Page
                                                                                                         ----

<S>                                                                                              <C>
                  Consolidated Balance Sheets -
                           February 3, 2002 and February 4, 2001                                          F-1

                  Consolidated Statements of Income -
                           Fiscal years ended February 3, 2002, February 4, 2001
                           and January 30, 2002.                                                          F-2

                  Consolidated Statements of Stockholders' Equity - Fiscal years
                           ended February 3, 2002, February 4, 2001
                           and January 30, 2000                                                           F-3

                  Consolidated Statements of Cash Flows -
                           Fiscal years ended February 2, 2002, February 4, 2001
                           and January 30, 2000                                                           F-4

                  Notes to Consolidated Financial Statements                                       F-5 through F-12

                  Report of Independent Auditors                                                          F-13
</Table>


          (a)(3)  Exhibits incorporated by reference or filed with this Report


                  23       Independent Auditors' Consent.

                  99.1     Certification of Co-CEO pursuant to 18 U.S.C. Section
                           1350 as adopted pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002.

                  99.2     Certification of Co-CEO pursuant to 18 U.S.C. Section
                           1350 as adopted pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002.

                  99.3     Certification of CFO pursuant to 18 U.S.C. Section
                           1350 as adopted pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002.




                                       8
<PAGE>




SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.

                                                      Dave & Buster's, Inc.
                                                      a Missouri corporation





                                                      By: /s/ W. C. Hammett, Jr.
                                                          ----------------------
                                                          W. C. Hammett, Jr.,
                                                          Vice President, Chief
                                                          Financial Officer



Date: September 9, 2002
      -----------------



                                       9
<PAGE>



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on September 9, 2002.

<Table>
<Caption>
         Name                                                                   Title
         ----                                                                   -----

<S>                                                                  <C>
/s/ David O. Corriveau                                               Co-Chairman of the Board,
----------------------------                                         Co-Chief Executive Officer, President
David O. Corriveau                                                   and Director
                                                                     (Principal Executive Officer)

/s/ James W. Corley                                                  Co-Chairman of the Board,
----------------------------                                         Co-Chief Executive Officer, Chief
James W. Corley                                                      Operating Officer and Director


/s/ W. C. Hammett, Jr.                                               Vice President, Chief Financial
----------------------------                                         Officer
W. C. Hammett, Jr.                                                   (Principal Financial and Accounting
                                                                     Officer)

/s/ Allen J. Bernstein                                               Director
----------------------------
Allen J. Bernstein


/s/ Peter A. Edison                                                  Director
----------------------------
Peter A. Edison


/s/ Bruce H. Hallett                                                 Director
----------------------------
Bruce H. Hallett


/s/ Walter S. Henrion                                                Director
----------------------------
Walter S. Henrion


/s/ Mark A. Levy                                                     Director
----------------------------
Mark A. Levy


/s/ Christopher C. Maguire                                           Director
----------------------------
Christopher C. Maguire
</Table>




                                       10
<PAGE>


                                 CERTIFICATIONS


I, David O. Corriveau, Co-Chief Executive Officer of Dave & Buster's Inc.,
certify that:

1. I have reviewed this annual report on Form 10-K/A of Dave & Buster's Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.



Date: September 9, 2002



/s/ David O. Corriveau
----------------------
David O. Corriveau
Co-Chief Executive Officer



                                       11
<PAGE>


I, James W. Corley, Co-Chief Executive Officer of Dave & Buster's Inc., certify
that:

1. I have reviewed this annual report on Form 10-K/A of Dave & Buster's Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.



Date: September 9, 2002



/s/ James W. Corley
-------------------
James W. Corley
Co-Chief Executive Officer




                                       12
<PAGE>


I, W. C. Hammett, Jr., Chief Financial Officer of Dave & Buster's Inc., certify
that:

1. I have reviewed this annual report on Form 10-K/A of Dave & Buster's Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.



Date: September 9, 2002



/s/ W. C. Hammett, Jr.
-----------------------
W. C. Hammett, Jr.
Chief Financial Officer





                                       13
<PAGE>



CONSOLIDATED BALANCE SHEETS
DAVE & BUSTER'S, INC.

<Table>
<Caption>
                                                                            FEBRUARY 3, 2002           FEBRUARY 4, 2001
                                                                         (in thousands, except share and per share amounts)
<S>                                                                       <C>                        <C>
Assets
Current assets:
     Cash and cash equivalents                                            $              4,521       $              3,179
     Inventories                                                                        25,964                     21,758
     Prepaid expenses                                                                    1,442                      3,663
     Other current assets                                                                2,445                      1,787
                                                                          --------------------       --------------------
          Total current assets                                                          34,372                     30,387
Property and equipment, net (Note 2)                                                   258,302                    260,467
Goodwill, net of accumulated amortization of $2,612 and $2,263                           7,096                      7,445
Other assets                                                                             9,364                      5,576
                                                                          --------------------       --------------------
Total assets                                                              $            309,134       $            303,875


Liabilities and Stockholders' Equity
Current liabilities:
     Current installments of long-term debt (Note 4)                      $              5,500       $              4,124
     Accounts payable                                                                   15,991                      9,291
     Accrued liabilities (Note 3)                                                       11,085                      7,050
     Income taxes payable (Note 5)                                                       5,054                      3,567
     Deferred income taxes (Note 5)                                                      1,220                      1,229
                                                                          --------------------       --------------------
          Total current liabilities                                                     38,850                     25,261
Deferred income taxes (Note 5)                                                           8,143                      7,667
Other liabilities                                                                        7,099                      4,700
Long-term debt, less current installments (Note 4)                                      84,896                    103,860
Commitments and contingencies (Notes 4, 6 and 11)
Stockholders' equity (Note 7):
     Preferred stock, 10,000,000 authorized; none issued                                    --                         --
     Common stock, $0.01 par value, 50,000,000 authorized;
          12,959,209 and 12,953,375 shares issued and outstanding
          as of February 3, 2002 and February 4, 2001, respectively                        131                        131
     Paid in capital                                                                   115,701                    115,659
     Restricted stock awards                                                               382                        243
     Retained earnings                                                                  55,778                     48,200
                                                                          --------------------       --------------------
                                                                                       171,992                    164,233
     Less: treasury stock, at cost (175,000 shares)                                      1,846                      1,846
                                                                          --------------------       --------------------
          Total stockholders' equity                                                   170,146                    162,387
                                                                          --------------------       --------------------
Total liabilities and stockholders' equity                                $            309,134       $            303,875
</Table>




See accompanying notes to consolidated financial statements.



                                      F-1
<PAGE>


CONSOLIDATED STATEMENTS OF INCOME
DAVE & BUSTER'S, INC.

<Table>
<Caption>
                                                    FISCAL YEAR             2001           2000           1999
                                                                         (in thousands, except per share amounts)

<S>                                                                      <C>            <C>            <C>
Food and beverage revenues                                               $  181,358     $  168,085     $  121,390
Amusement and other revenues                                                176,651        164,218        125,744
                                                                         ----------     ----------     ----------
     Total revenues                                                         358,009        332,303        247,134

Cost of revenues                                                             66,939         61,547         45,720
Operating payroll and benefits                                              110,478        101,143         76,242
Other store operating expenses                                              106,971         90,581         65,292
General and administrative expenses                                          20,653         20,019         14,988
Depreciation and amortization expense                                        28,693         25,716         19,884
Preopening costs                                                              4,578          5,331          6,053
                                                                         ----------     ----------     ----------
     Total costs and expenses                                               338,312        304,337        228,179

Operating income                                                             19,697         27,966         18,955
Interest expense, net                                                         7,820          8,712          3,339
                                                                         ----------     ----------     ----------

Income before provision for income taxes
     and cumulative effect of a change in an
     accounting principle                                                    11,877         19,254         15,616
Provision for income taxes (Note 5)                                           4,299          7,009          5,724
                                                                         ----------     ----------     ----------

Income before cumulative effect of a
     change in an accounting principle                                        7,578         12,245          9,892

Cumulative effect of a change in an accounting
     principle, net of income tax benefit of $2,928                              --             --          4,687
                                                                         ----------     ----------     ----------

Net income                                                               $    7,578     $   12,245     $    5,205

Net income per share - basic
     Before cumulative effect of a change in an accounting principle     $      .58     $      .95     $      .76
     Cumulative effect of a change in an accounting principle                                   --            .36
                                                                         ----------     ----------     ----------
                                                                         $      .58     $      .95     $      .40
Net income per share - diluted
     Before cumulative effect of a change in an accounting principle     $      .58     $      .94     $      .75
     Cumulative effect of a change in an accounting principle                    --             --            .36
                                                                         ----------     ----------     ----------
                                                                         $      .58     $      .94     $      .39

Weighted average shares outstanding
     Basic                                                                   12,956         12,953         13,054
     Diluted                                                                 13,016         12,986         13,214
</Table>



See accompanying notes to consolidated financial statements.



                                      F-2
<PAGE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
DAVE & BUSTER'S, INC.

<Table>
<Caption>
                                     Common Stock
                               ------------------------     Paid in    Restricted    Retained     Treasury
                                 Shares        Amount       Capital   Stock Awards   Earnings      Stock         Total
                                                                        (in thousands)

<S>                            <C>           <C>          <C>          <C>          <C>          <C>           <C>
Balance, January 31, 1999          13,069    $      131   $  114,621   $       --   $   30,750   $       --    $  145,502

Proceeds from exercising
     stock options                     59            --          786           --           --           --           786
Tax benefit related to stock
     option exercises                  --            --          252           --           --           --           252
Purchase of treasury stock           (175)           --           --           --           --       (1,846)       (1,846)
Net income                             --            --           --           --        5,205           --         5,205
                               ----------    ----------   ----------   ----------   ----------   ----------    ----------
Balance, January 30, 2000          12,953    $      131   $  115,659   $       --   $   35,955   $   (1,846)   $  149,899

Amortization of restricted
     stock awards                      --            --           --          243           --           --           243
Net income                             --            --           --           --       12,245           --        12,245
                               ----------    ----------   ----------   ----------   ----------   ----------    ----------
Balance, February 4, 2001          12,953    $      131   $  115,659   $      243   $   48,200   $   (1,846)   $  162,387

Amortization of restricted
     stock awards                      --            --           --          139           --           --           139
Proceeds from exercising
     stock options                      6            --           40           --           --           --            40
Tax benefit related to stock
     option exercises                  --            --            2           --           --           --             2
Net income                             --            --           --           --        7,578           --         7,578
                               ----------    ----------   ----------   ----------   ----------   ----------    ----------
Balance, February 3, 2002          12,959    $      131   $  115,701   $      382   $   55,778   $   (1,846)   $  170,146
</Table>



See accompanying notes to consolidated financial statements.




                                      F-3
<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOWS
DAVE & BUSTER'S, INC.


<Table>
<Caption>
                                                        FISCAL YEAR           2001               2000             1999
                                                                                            (in thousands)
<S>                                                                       <C>               <C>               <C>
Cash flows from operating activities:
     Net income                                                           $      7,578      $     12,245      $      5,205
     Adjustments to reconcile net income to net cash
          provided by operating activities:
               Cumulative effect of change in an accounting principle               --                --             4,687
               Depreciation and amortization                                    28,693            25,716            19,884
               Provision for deferred income taxes                                 467             1,182               986
               Restricted stock awards                                              --               243                --
               Gain on sale of assets                                             (441)               --                --
               Changes in assets and liabilities
                    Inventories                                                 (4,206)           (5,515)           (5,432)
                    Prepaid expenses                                             2,221            (1,559)             (361)
                    Other assets                                                   693              (671)             (666)
                    Accounts payable                                             6,700            (2,577)           (1,827)
                    Accrued liabilities                                          4,035             2,192             1,073
                    Income taxes payable                                         1,487             3,567                --
                    Other liabilities                                            2,399             1,855             1,391
                                                                          ------------      ------------      ------------
Net cash provided by operating activities                                       49,626            36,678            24,940
Cash flows from investing activities:
     Proceeds from sale/leasebacks                                              18,474                --                --
     Capital expenditures                                                      (49,351)          (53,574)          (73,798)
                                                                          ------------      ------------      ------------
Net cash used in investing activities                                          (30,877)          (53,574)          (73,798)
                                                                          ------------      ------------      ------------
Cash flows from financing activities:
     Purchase of treasury stock                                                     --                --            (1,846)
     Borrowings under long-term debt                                            24,060           131,292            50,000
     Repayments of long-term debt                                              (41,648)         (114,308)           (1,500)
     Proceeds from issuance of common stock, net                                   181                --               786
                                                                          ------------      ------------      ------------
Net cash (used in)/provided by financing activities                            (17,407)           16,984            47,440
                                                                          ------------      ------------      ------------
Increase (decrease) in cash and cash equivalents                                 1,342                88            (1,418)
Beginning cash and cash equivalents                                              3,179             3,091             4,509
                                                                          ------------      ------------      ------------

Ending cash and cash equivalents                                          $      4,521      $      3,179      $      3,091

Supplemental disclosures of cash flow information:
     Cash paid for income taxes                                           $      2,590      $      1,941      $      4,188
     Cash paid for interest, net of amounts capitalized                   $      7,261      $      8,363      $      3,455
</Table>


See accompanying notes to consolidated financial statements.




                                      F-4
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DAVE & BUSTER'S, INC.

IN THOUSANDS EXCEPT PER SHARE AMOUNTS

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - The consolidated financial statements include the
accounts of Dave & Buster's, Inc. and all wholly-owned subsidiaries (the
"Company"). All material intercompany accounts and transactions have been
eliminated in consolidation. The Company's one industry segment is the ownership
and operation of restaurant/entertainment complexes (a "Complex" or "Store")
under the name "Dave & Buster's," which are principally located in the United
States.

USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

FISCAL YEAR - The Company's fiscal year ends on the Sunday after the Saturday
closest to January 31. References to 2001, 2000 and 1999 are to the 52 weeks
ended February 3, 2002 and to the 53 weeks ended February 4, 2001 and to the 52
weeks ended January 30, 2000, respectively.

INVENTORIES - Inventories, which consist of food, beverage and merchandise are
reported at the lower of cost or market determined on a first-in, first-out
method. Static supplies inventory is capitalized at each store opening date and
reviewed periodically for valuation.

PREOPENING COSTS - The Company adopted Statement of Position 98-5 ("SOP 98-5"),
"Reporting on the Costs of Start-Up Activities", in the first quarter of fiscal
1999. This accounting standard requires the Company to expense all start-up and
preopening costs as they are incurred. The Company previously deferred such
costs and amortized them over the twelve-month period following the opening of
each store. The cumulative effect of this accounting change, net of income tax
benefit of $2,928, was $4,687 in fiscal 1999.

PROPERTY AND EQUIPMENT - Expenditures for new facilities and those which
substantially increase the useful lives of the property, including interest
during construction, are capitalized. Interest capitalized in 2001, 2000 and
1999 was $892, $1,555 and $1,623, respectively. Equipment purchases are
capitalized at cost. Property and equipment lives are estimated as follows:
buildings, 40 years; leasehold and building improvements, shorter of 20 years or
lease life; furniture, fixtures and equipment, 5 to 10 years; games, 5 years.

GOODWILL - Goodwill of $9,708 is being amortized over 30 years. Whenever there
is an indication of impairment, the Company evaluates the recoverability of
goodwill using future undiscounted cash flows. In June 2001, the Financial
Accounting Standards Board issued Statements of Financial Accounting Standards
No. 141, Business Combinations and No. 142, Goodwill and Other Intangible Assets
("Statements"), effective for fiscal years beginning after December 15, 2001.
Under the new rules, goodwill and intangible assets deemed to have indefinite
lives will no longer be amortized but will be subject to annual impairment tests
in accordance with the Statements. Other intangible assets will continue to be
amortized over their useful lives.

The Company will apply the new standards on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the
nonamortization provisions of the Statements is expected to result in an
increase in income before tax of $349 ($.03 per diluted share) in 2002 as a
result of nonamortization of existing goodwill. During the first quarter of
2002, the Company will perform the required impairment test of goodwill as of
February 3, 2002. Based on current analysis, the Company will record a one-time
expense to "Cumulative effect of a change in accounting principle" of $7,096
($.55 per diluted share), upon the adoption of the new standard. If FAS 142 had
been adopted as of the beginning of the 1999 fiscal year, the amortization of
expense would have had the following impact on prior period operations:



                                      F-5
<PAGE>


<Table>
<Caption>
                                                                Fiscal Year Ended
                                                  January 30,      February 4,     February 3,
                                                     2000             2001             2002
                                                 ------------     ------------     ------------

<S>                                              <C>              <C>              <C>
Reported Net Income                              $      5,205     $     12,245     $      7,578
Amortization expense recorded for the period              349              349              349
                                                 ------------     ------------     ------------

Adjusted Net Income                              $      5,554     $     12,954     $      7,927

Reported net income per share (diluted)          $       0.39     $       0.94     $       0.58
Goodwill amortization per share (diluted)                0.03             0.03              .03
                                                 ------------     ------------     ------------
Adjusted net income per share (diluted)          $       0.42     $       0.97     $       0.61
</Table>


DEPRECIATION AND AMORTIZATION - Property and equipment, excluding most games,
are depreciated on the straight-line method over the estimated useful life of
the assets. Games are generally depreciated on the 150%-double-declining-balance
method over the estimated useful lives of the assets. Intangible assets are
amortized on the straight-line method over estimated useful lives as follows:
trademarks over statutory lives and lease rights over remaining lease terms.

INTEREST RATE SWAP AGREEMENTS - The Company adopted Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities ("FAS 133") effective February 5, 2001. FAS 133 requires the Company
to recognize all derivatives on the balance sheet at fair value. Derivatives
that are not hedges must be adjusted to fair value through income. If the
derivative is a hedge, depending on the nature of the hedge, changes in fair
value of derivatives will either be offset against the change in fair value of
the hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. During the year, the Company has entered
into an agreement that expires in 2007, to fix its variable-rate debt to
fixed-rate debt (5.44% at February 3, 2002) on notional amounts aggregating
$51,255. The market risks associated with the agreements are mitigated because
increased interest payments under the agreement resulting from reductions in
LIBOR are effectively offset by reduction in interest expense under the debt
obligation.

The Company is exposed to credit losses for periodic settlements of amounts due
under the agreements. A charge of $858 to interest expense was incurred in
fiscal 2001 under the agreement.

INCOME TAXES - The Company uses the liability method which recognizes the amount
of current and deferred taxes payable or refundable at the date of the financial
statements as a result of all events that are recognized in the financial
statements and as measured by the provisions of enacted tax laws.

STOCK OPTION PLAN - The Company elected to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and
related Interpretations in accounting for its employee stock options because the
alternative fair value accounting provided for under SFAS No. 123, "Accounting
for Stock-Based Compensation", requires use of option valuation models that were
not developed for use in valuing employee stock options. Under APB 25, because
the exercise price of the Company's employee stock options equals the market
price of the underlying stock on the date of grant, no compensation expense is
recognized.

REVENUE RECOGNITION - Food, beverage and amusement revenues are recorded at
point of service. Foreign license revenues are deferred until the Company
fulfills its obligations under license agreements, which is upon the opening of
the Complex. The license agreements provide for continuing royalty fees based on
a percentage of gross revenues and are recognized when assured.

ADVERTISING COSTS - In accordance with SOP 93-7 "Reporting on Advertising
Costs", all costs of advertising are recorded as expense in the period in which
the costs are incurred or the first time the advertising takes place. For fiscal
2001 and 2000, such expenses are 3.7% and 3.3% of revenue, respectively.

TREASURY STOCK - During fiscal 1999, the Company's Board of Directors approved a
plan to repurchase up to 1,000 shares of the Company's common stock. Pursuant to
the plan, the Company repurchased 175 shares of its common stock for
approximately $1,846 during fiscal 1999.





                                      F-6
<PAGE>

NOTE 2: PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<Table>
<Caption>
                                                      2001              2000

<S>                                               <C>               <C>
Land ........................................     $      6,706      $     11,308
Buildings ...................................           34,232            56,023
Leasehold and building improvements .........          143,114           110,559
Games .......................................           79,673            69,970
Furniture, fixtures, and equipment ..........           92,033            72,723
Construction in progress ....................            3,711            17,914
                                                  ------------      ------------
     Total cost .............................          359,469           338,497
Accumulated depreciation ....................         (101,167)          (78,030)
                                                  ------------      ------------
                                                  $    258,302      $    260,467
</Table>

NOTE 3: ACCRUED LIABILITIES

Accrued liabilities consist of the following:

<Table>
<Caption>
                                                                                              2001             2000

<S>                                                                                       <C>              <C>
Payroll..............................................................................     $      2,393     $      1,873
Sales and use tax ...................................................................            1,387            1,618
Real estate tax .....................................................................            2,620            1,873
Other ...............................................................................            4,685            1,686
                                                                                          ------------     ------------

      Total accrued liabilities .....................................................     $     11,085     $      7,050
</Table>

NOTE 4: LONG-TERM DEBT

In 2000, the Company secured a $110,000 senior secured revolving credit and term
loan facility. On November 19, 2001, the Company amended its senior secured
revolving credit and term loan facility to allow proceeds from sale/leaseback
transactions to be applied to both the revolving credit and term loans. The
facility includes a five-year revolver and five and seven-year term debt. The
facility agreement calls for quarterly payments of principal on the term debt
through the maturity date. At February 3, 2002 long-term debt payments under the
debt agreement are $5,500 in 2002; $8,300 in 2003; $11,400 in 2004; $35,453 in
2005; $19,200 in 2006 and $10,543 thereafter.

Borrowing under the facility bears interest at a floating rate based on LIBOR
(1.77% at February 3, 2002) or, at the Company's option, the bank's prime rate
(4.75% at February 3, 2002) plus, in each case, a margin based upon financial
performance. The facility is secured by all assets of the Company. The facility
has certain financial covenants including a minimum consolidated tangible net
worth level, a maximum leverage ratio, minimum fixed charge coverage and maximum
level of capital expenditures. At February 3, 2002, $5,208 was available under
this facility. The fair value of the Company's long-term debt approximates its
carrying value.

The Company has entered into an agreement that expires in 2007, to change a
portion of its variable rate debt to fixed-rate debt. Notional amounts
aggregating $51,255 are fixed at 5.44%. The Company is exposed to credit losses
for periodic settlements of amounts due under the agreements if LIBOR decreases.
A charge of $858 to interest expense was incurred in 2001 under the agreement.





                                      F-7
<PAGE>


NOTE 5: INCOME TAXES

The provision for income taxes is as follows:

<Table>
<Caption>
                                                       2001             2000             1999
<S>                                               <C>              <C>              <C>
Current expense
     Federal.................................     $      3,149     $      5,077     $      4,242
     State and local ........................              504              750              496
Deferred tax expense ........................              646            1,182              986
                                                  ------------     ------------     ------------
     Total provision for income taxes .......     $      4,299     $      7,009     $      5,724
</Table>

Significant components of the deferred tax liabilities and assets in the
consolidated balance sheets are as follows:

<Table>
<Caption>
                                                       2001              2000              1999
<S>                                               <C>               <C>               <C>
Accelerated depreciation ....................     $     11,399      $      9,474      $      7,475
Preopening costs ............................           (1,378)               --                --
Prepaid expenses ............................              152               129               130
Capitalized interest costs ..................            1,740             1,281             1,346
                                                  ------------      ------------      ------------
     Total deferred tax liabilities .........           11,913            10,884             8,951

Worker's compensation .......................              281               304               330
Leasing transactions ........................            2,288             1,500               791
Other .......................................              (19)              184               116
                                                  ------------      ------------      ------------
     Total deferred tax assets ..............            2,550             1,988             1,237
                                                  ------------      ------------      ------------
Net deferred tax liability ..................     $     (9,363)     $     (8,896)     $     (7,714)
</Table>

Reconciliation of federal statutory rates to effective income tax rates:

<Table>
<Caption>
                                                      2001               2000               1999
<S>                                                <C>                <C>                <C>
Federal corporate statutory rate ............             35.0%              35.0%              35.0%
State and local income taxes, net
     of federal income tax benefit ..........              3.1%               2.2%               2.1%
Goodwill amortization and other
     nondeductible expenses .................              1.0%               2.1%               2.2%
Tax credits .................................             (4.3)%             (2.0)%             (1.9)%
Effect of change in deferred tax rate .......               --               (1.9)%             (2.4)%
Other .......................................              1.4%               1.0%               1.7%
                                                  ------------       ------------       ------------
Effective tax rate ..........................             36.2%              36.4%              36.7%
</Table>


NOTE 6: LEASES

The Company leases certain properties and equipment under operating leases. Some
of the leases include options for renewal or extension on various terms. Most
leases require the Company to pay property taxes, insurance and maintenance of
the leased assets. Some leases have provisions for additional percentage rentals
based on revenues; however, payments of percentage rent were minimal during the
three-year period ended February 3, 2002. For 2001, 2000 and 1999, rent expense
for operating leases was $19,469, $14,295 and $11,119, respectively. At February
3, 2002, future minimum lease payments required under operating leases are
$22,391 in 2002; $21,892 in 2003; $21,675 in 2004; $21,368 in 2005; $21,313 in
2006 and $301,957 thereafter.

During the year ended February 3, 2002, the Company completed the sale/leaseback
of two stores (Atlanta and Houston) and the corporate headquarters in Dallas.
Cash proceeds of $18,474 were received along with $5,150 in twenty year interest
bearing notes receivable at 7-7.5%. The locations were sold to non-affiliated
entities. No revenue or profit was recorded at the time of the transaction.




                                      F-8
<PAGE>

Upon execution of the sale/leaseback transactions, property costs of $27,360 and
accumulated depreciation of $3,832 were removed from the Company's books
resulting in a loss of $272 which was recognized in 2001 and a gain of $713 on
one facility being amortized over the term of the operating lease.

Future operating lease obligations under the lease agreements are as follows:
$2,917 in 2002, $2,957 in 2003, $2,997 in 2004, $3,037 in 2005, $3,078 in 2006
and $50,976 thereafter. Future minimum note payments and interest income
associated with the sale/leasebacks at Houston and Atlanta are as follows: $488
in 2002, $488 in 2003, $488 in 2004, $488 in 2005 and $7,782 thereafter.


NOTE 7: COMMON STOCK

In 1995, the Company adopted the Dave & Buster's, Inc. 1995 Stock Option Plan
(the "Plan") covering 675 shares of common stock. In 1997, 1998 and 2001, the
Company increased the shares of common stock covered by the Plan to 1,350, 2,350
and 2,950 respectively. The Plan provides that incentive stock options may be
granted at option prices not less than fair market value at date of grant (110%
in the case of an incentive stock option granted to any person who owns more
than 10% of the total combined voting power of all classes of stock of the
Company). Non-qualified stock options may not be granted for less than 85% of
the fair market value of the common stock at the time of grant and are primarily
exercisable over a three to five year period from the date of the grant.

In 1996, the Company adopted a stock option plan for outside directors (the
"Directors' Plan"). A total of 150 shares of common stock are subject to the
Directors Plan. The options granted under the Directors' Plan vest ratably over
a three year period. In 2001, the Company increased the shares of common stock
subject to the Directors' Plan from 150 shares to 190 shares.

In 2000, the Company amended and restated the Dave & Buster's, Inc. 1995 Stock
Incentive Plan to allow the Company to grant restricted stock awards. These
restricted stock awards will fully vest at the end of the vesting period or the
attainment of one or more performance targets established by the Company.
Recipients are not required to provide consideration to the Company other than
render service and have the right to vote the shares and to receive dividends.
The Company issued in 2001 and 2000, 63.5 and 267 shares of restricted stock at
a market value of $6.45 - $7.90 and $6.75, respectively, which vest at the
earlier of attaining certain performance targets or seven years. The total
market value of the restricted shares, as determined at the date of issuance, is
treated as unearned compensation and is charged to expense over the vesting
period. The charge to expense for the unearned compensation was $139 and $243 in
2001 and 2000, respectively.

Pro forma information regarding net income and earnings per common share is
required by SFAS 123, and is used as if the Company had accounted for its
employee stock options under the fair value method. The fair value for these
options is estimated at the date of grant using a Black-Scholes option pricing
model with the following weighted-average assumptions for 2001, 2000 and 1999,
respectively: risk-free interest rates of 4.59%, 6.30%, and 5.39%; dividend
yields of 0.0%; volatility factors of the expected market price of the Company's
common stock of .650, .740, and .494; and a weighted-average life of the option
of 3.2, 2.7, and 4.4 years.

The Black-Scholes option valuation model is used in estimating the fair value of
traded options, which have no vesting restrictions and are fully transferable.
In addition, option valuation models require the input of highly subjective
assumptions including the expected stock price volatility. Because the Company's
employee stock options have characteristics significantly different from those
of traded options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the existing
models do not necessarily provide a reliable single measure of the fair value of
its employee stock options.

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the option's vesting period. Because SFAS 123
requires compensation expense to be recognized over the vesting period, the
impact on pro forma net income and pro forma earnings per common share as
reported below may not be representative of pro forma compensation expense in
future years.




                                      F-9
<PAGE>


The Company's pro forma information is as follows:

<Table>
<Caption>
                                                       2001             2000             1999

<S>                                               <C>              <C>              <C>
Net income, as reported .....................     $      7,578     $     12,245     $      5,205
Pro forma net income ........................     $      5,931     $     10,018     $      3,627
Basic net income per share, as reported .....     $        .58     $        .95     $        .40
Pro forma basic net income per share ........     $        .46     $        .77     $        .28
Diluted net income per share, as reported ...     $        .58     $        .94     $        .39
Pro forma diluted net income per share ......     $        .46     $        .77     $        .27
</Table>

A summary of the Company's stock option activity and related information is as
follows:

<Table>
<Caption>
                                                           2001                       2000                       1999
                                                         Weighted-                  Weighted-                  Weighted-
                                                          Average                    Average                    Average
                                                         Exercise                   Exercise                   Exercise
                                            Options        Price      Options         Price      Options         Price

<S>                                        <C>           <C>          <C>           <C>          <C>           <C>
Outstanding - beginning of year               1,932      $  14.78        1,666      $  17.24        1,145      $  16.82
Granted                                       1,233      $   6.82          674      $   7.49          734      $  18.10
Exercised                                        (6)     $   6.80           --            --          (59)     $  12.88
Forfeited                                      (234)     $  13.16         (408)     $  12.77         (154)     $  20.09
Outstanding - end of year                     2,925      $  11.56        1,932      $  14.78        1,666      $  17.24
Exercisable - end of year                     1,178      $  15.26          642      $  17.37          516      $  14.87
Weighted-average fair value of options
     granted during the year                             $   3.28                   $   3.96                   $   8.36
</Table>


As of February 3, 2002, exercise prices for 2,925 options ranged from $6.10 to
$25.32. The weighted-average remaining contractual life of the options is 7.6
years.

Under a Shareholder Protection Rights Plan adopted by the Company, each share of
outstanding common stock includes a right which entitles the holder to purchase
one one-hundredth of a share of Series A Junior Participating Preferred Stock
for seventy five dollars. Rights attach to all new shares of commons stock
whether newly issued or issued from treasury stock and become exercisable only
under certain conditions involving actual or potential acquisitions of the
Company's common stock. Depending on the circumstances, all holders except the
acquiring person may be entitled to 1) acquire such number of shares of Company
common stock as have a market value at the time of twice the exercise price of
each right, or 2) exchange a right for one share of Company common stock or one
one-hundredth of a share of the Series A Junior Participating Preferred Stock,
or 3) receive shares of the acquiring company's common stock having a market
value equal to twice the exercise price of each right. The rights remain in
existence until ten years after the Distribution, unless they are redeemed (at
one cent per right).




                                      F-10
<PAGE>


NOTE 8: EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share:

<Table>
<Caption>
                                                             2001         2000         1999

<S>                                                        <C>          <C>          <C>
Numerator-Net Income                                       $  7,578     $ 12,245     $  5,205
                                                           --------     --------     --------

Denominator:
     Denominator for basic net income per share -
     Weighted average shares                                 12,956       12,953       13,054
Effect of dilutive securities - employee stock options           60           33          160
                                                           --------     --------     --------
Denominator for diluted earnings per share - adjusted
weighted average shares                                      13,016       12,986       13,214

Basic net income per share                                 $    .58     $    .95     $    .40

Diluted net income per share                               $    .58     $    .94     $    .39
</Table>


Options to purchase 1,529, 1,346 and 925 shares of common stock for 2001, 2000
and 1999, respectively, were not included in the computation of diluted net
income per share because the options would have been antidilutive.

NOTE 9: RELATED PARTY ACTIVITY

During 2000, the Company was party to a consulting agreement with Sandell
Investments ("Sandell"), a partnership whose controlling partner is a director
of the Company. Sandell advises the Company with respect to expansion and site
selection, market analysis, improvement and enhancement of the Dave & Buster's
concept and other similar and related activities. Annual fees of $125 were paid
to Sandell in 2000 and 1999, the maximum fee provided for under the agreement.

The Company was a party to a sale/leaseback transaction with Cypress Equities,
Inc. for its San Diego, California location, whereby the Company received $8,000
in exchange for committing to lease payments of approximately $6,300 over 20
years with options for renewal. A director of the Company is the managing member
of Cypress Equities, Inc. Payments to Cypress Equities, Inc. in 2001 and 2000
were $1,242 and $349, respectively.

NOTE 10: EMPLOYEE BENEFIT PLAN

The Company sponsors a plan to provide retirement benefits under the provision
of Section 401(k) of the Internal Revenue Code (the "401(k) Plan") for all
employees who have completed a specified term of service. Company contributions
may range from 0% to 100% of employee contributions, up to a maximum of 6% of
eligible employee compensation, as defined. Employees may elect to contribute up
to 20% of their eligible compensation on a pretax basis. Benefits under the
401(k) Plan are limited to the assets of the 401(k) Plan.

NOTE 11: CONTINGENCIES

The Company is subject to certain legal proceedings and claims that arise in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to all actions will not materially affect the
consolidated results of operations or financial condition of the Company.




                                      F-11
<PAGE>


NOTE 12: QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<Table>
<Caption>
Fiscal 2001                                              First       Second        Third        Fourth

<S>                                                    <C>          <C>          <C>           <C>
Total revenues ...................................     $ 88,210     $ 83,622     $ 81,371      $104,806
Income before provision for income taxes .........        4,834        2,675       (2,936)        7,304
Net income .......................................        3,084        1,707       (1,873)        4,660
Basic net income per share .......................     $    .24     $    .13     $   (.14)     $    .36
Basic weighted average shares outstanding ........       12,953       12,954       12,956        12,957
Diluted net income per share .....................     $    .24     $    .13     $   (.14)     $    .36
Diluted weighted average shares outstanding ......       13,068       13,028       12,956        12,992
</Table>


<Table>
<Caption>
Fiscal 2000                                              First       Second        Third        Fourth

<S>                                                    <C>          <C>          <C>           <C>
Total revenues ...................................     $ 77,849     $ 77,566     $ 79,244      $ 97,644
Income before provision for income taxes .........        4,565        3,397        2,368         8,924
Net income .......................................        2,890        2,150        1,499         5,706
Basic net income per share .......................     $    .22     $    .17     $    .12      $    .44
Basic weighted average shares outstanding ........       12,953       12,953       12,953        12,953
Diluted net income per share .....................     $    .22     $    .17     $    .12      $    .44
Diluted weighted average shares outstanding ......       12,960       12,954       12,974        13,077
</Table>




                                      F-12
<PAGE>
REPORT OF INDEPENDENT AUDITORS


STOCKHOLDERS AND BOARD OF DIRECTORS
DAVE & BUSTER'S, INC.


We have audited the accompanying consolidated balance sheets of Dave & Buster's,
Inc. as of February 3, 2002 and February 4, 2001, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the three
years in the period ended February 3, 2002. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Dave & Buster's,
Inc. at February 3, 2002 and February 4, 2001 and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended February 3, 2002, in conformity with accounting principles generally
accepted in the United States.

                                                             Ernst & Young LLP



Dallas, Texas
March 27, 2002



                                      F-13
<PAGE>





                                INDEX OF EXHIBITS


<Table>
<Caption>
    EXHIBIT
    NUMBER        DESCRIPTION
    -------       -----------

<S>               <C>
     23           Independent Auditors' Consent

     99.1         Certification of Co-CEO pursuant to 18 U.S.C. Section 1350 as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.

     99.2         Certification of Co-CEO pursuant to 18 U.S.C. Section 1350 as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.

     99.3         Certification of CFO pursuant to 18 U.S.C. Section 1350 as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.
</Table>