UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSIONPRIVATE
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB


                                   (Mark One)
        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended July 13, 1997
                                                
                                       OR

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

                  For the transition period from ____ to ____

                        Commission File Number:33-95796


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


             Texas                                              76-0406417    
             -----                                              ----------    
(State or other jurisdiction of                                (IRS Employer 
 incorporation or organization)                              Identification No.)
  

                         1250 N.E. Loop 410, Suite 335
                            San Antonio, Texas 78209
           ----------------------------------------------------------
          (Address of principal executive offices, including zip Code)

                                 (210) 824-2496
                          -----------------------------
                         (Registrant's telephone number)


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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date:

                     2,366,030 shares as of August 25, 1997

<PAGE>



                          CLUCKCORP INTERNATIONAL, INC.

                                      INDEX



PART I. FINANCIAL INFORMATION                                    PAGE NO.
                                                                 --------
                
     ITEM 1. Financial Statements
                        
             Consolidated Balance Sheets -                       
             July 13, 1997 and December 29, 1996                     3

             Consolidated Statements of Operations -         
             12 and 28 Weeks Ended
             July 13, 1997 and July 14, 1996                         4

             Consolidated Statements of Cash Flows - 
             28 Weeks Ended
             July 13, 1997 and July 14, 1996                         5
                        
                        
             Notes to Financial Statements                           6    


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


PART II. OTHER INFORMATION

     ITEM 4. Submission of Matters to a Vote of Securities holders   13

     ITEM 6. Exhibits and Reports on Form 8-K                        13


     SIGNATURES                                                      13


                                       2

<PAGE>

<TABLE>
<CAPTION>

                                         CLUCKCORP INTERNATIONAL, INC.
                                          Consolidated Balance Sheets



                                                                   July 13,              December 29,
                                                                     1997                   1996   
                                                                     ----                   ----   
                                                                 (Unaudited)
<S>                                                               <C>                     <C>   
ASSETS                                                        
Current Assets
        Cash                                                    $  2,890,514            $  1,271,443
        Cash, restricted                                                --                   220,000
        Inventories                                                   15,750                   8,658
        Prepaid expenses                                               5,829                    --
        Other current assets                                             428                  10,590
                                                                      ------                  ------
                Total Current Assets                               2,912,521               1,510,691

Property and Equipment, net                                        1,828,193               1,156,362

Other Assets
        Notes receivable from financed area developers, net
          of allowance of $286,023 in 1997                         1,677,317                    --
        Intangible property rights, net of
          accumulated amortization of $180,661 in
          1997 and $139,825 in 1996                                  218,839                 259,675
        Deposits                                                      93,818                  83,257
        Other assets                                                  45,132                 127,727
                                                                      ------                 -------
                                                                   2,035,106                 470,659

                                                                $  6,775,820            $  3,137,712
                                                                ============            ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
        Accounts payable, trade                                 $    288,744            $    134,204
        Accrued liabilities                                          237,132                 220,406
        Notes payable to bank, current                               211,004                 200,000
                                                                     -------                 -------
                Total Current Liabilities                            736,880                 554,610

Deferred franchise revenue                                           160,000                    --
Notes payable to bank                                                 48,206                    --   

Stockholders' Equity
        Preferred stock - $1.00 par value,
          authorized 5,000,000, issued
          515,000 in 1997 and none in 1996                           515,000                    --
        Common stock - $.01 par value,
          authorized 10,000,000, issued
          2,366,030 in 1997 and 2,112,750 1996                        23,660                  21,128
        Additional paid-in capital                                10,564,919               6,138,770
        Accumulated deficit                                       (5,272,845)             (3,576,796)
                                                                  ----------              ---------- 
          Total Stockholders' Equity                               5,830,734               2,583,102

                                                                $  6,775,820            $  3,137,712
                                                                ============            ============





See notes to financial statements (unaudited).
                                                           3


<PAGE>



                                                  CLUCKCORP INTERNATIONAL, INC.
                                       Consolidated Statements of Operations (Unaudited)
                                
                   


                                                         12 Weeks Ended               28 Weeks Ended                    
                                                         --------------               --------------                    
                                                    July 13,        July 14,      July 13,      July 14,
                                                      1997            1996          1997           1996   
                                                      ----            ----          ----           ----   

<S>                                                 <C>             <C>           <C>            <C>   
Revenues
        Restaurant operations                    $   468,394    $    47,971    $   915,388    $   111,109
        Franchise and development fees               200,000           --          200,000           --
        Royalties                                        976           --              976           --
                                                      ------         ------         ------         ------      
                Total revenues                       669,370         47,971      1,116,364        111,109

Costs and Expenses
        Cost of food and paper                       246,580         20,719        476,828         44,453
        Restaurant salaries and benefits             176,754         22,013        411,438         45,867
        Occupancy and related expenses                73,370         13,609        138,382         30,356
        Operating expenses                           210,989         15,006        350,416         35,248
        Preopening expenses                           94,013         34,757        181,120         34,757
        General and administrative expenses          408,646        349,527        845,151        519,472
        Financed Area Developer loss provision       286,023           --          286,023           --
        Depreciation and amortization                 71,656         20,976        132,291         51,800
                                                      ------         ------        -------         ------
          Total costs and expenses                 1,568,031        467,114      2,821,649        761,953
                                                   ---------        -------      ---------        -------

Loss from operations                                (898,661)      (419,143)    (1,705,285)      (650,844)

Other income (expense)
        Interest income                                3,504           --           20,387           --
        Interest and debt discount expense            (3,335)      (270,377)       (11,151)      (447,696)
                                                      ------       --------        -------       -------- 
                                                         169       (270,377)         9,236       (447,696)
                                                      ------       --------         ------       -------- 

Net Loss                                         $  (898,492)   $  (689,520)   $(1,696,049)   $(1,098,540)
                                                 ===========    ===========    ===========    =========== 

Net loss per common share                        $      (.38)   $      (.52)   $      (.73)   $      (.84)
                                                 ===========    ===========    ===========    =========== 

Weighted average number of common
  and common equivalent shares
  outstanding                                      2,366,030      1,331,994      2,337,601      1,305,540
                                                   =========      =========      =========      =========







See notes to financial statements (unaudited).



                                                       4


<PAGE>



                                  CLUCKCORP INTERNATIONAL, INC.
                         Consolidated Statements of Cash Flows (Unaudited)



                                                                          28 Weeks Ended     
                                                                          --------------     
                                                                  July 13,               July 14,
                                                                    1997                   1996         
                                                                    ----                   ----         
                                                 
<S>                                                             <C>                     <C>  
Operating Activities:
        Net loss for the period                                $(1,696,049)            $(1,098,540)
        Adjustments to reconcile net loss
         to net cash used in operating activities:
           Depreciation and amortization                           132,291                  51,800
           Amortization of bridge note discount                       --                   367,153
           Loss provision for financed area developers             286,023                    --
        Changes in operating assets and liabilities:
            Cash, restricted                                       220,000                (200,000)
            Inventories                                             (7,092)                  2,017
            Deferred financing costs                                  --                    24,710
      Other current assets                                           4,333                  10,000
            Accounts payable and accrued liabilities               171,266                 359,425
            Deferred franchise revenue                             160,000                    --   
                                                                   -------                 -------         
Net cash (used) in operating activities                           (729,228)               (483,435)

Investing Activities:
        Purchase of property and equipment                        (755,690)                (75,561)
        Additions to deposits                                      (10,562)               (217,151)
        Acquisition of assets                                   (1,121,405)                   --
        Issuance of notes receivable to area developers           (841,935)                   --
        Reductions in other assets                                  75,000                  18,342
                                                                    ------                  ------
Net cash (used) in investing activities                         (2,654,592)                (74,370)

Financing Activities:
        Proceeds from sale of common stock and warrants            568,875                    --
        Proceeds from sale of common stock subject
         to rescission                                                --                   209,884
        Proceeds from sale of preferred stock and warrants       4,374,806                    --   
        Proceeds from issuance of bridge notes                        --                   376,370
        Proceeds from bank borrowing                                65,000                 200,000
        Repayments of bank borrowings                               (5,790)                   --
                                                                    ------                 -------
Net cash provided by financing activities                        5,002,891                 786,254
                                                                 ---------                 -------

Net increase in cash                                             1,619,071                  28,449

Cash at beginning of year                                        1,271,443                 126,447
                                                                 ---------                 -------

Cash at end of period                                          $ 2,890,514             $   154,896
                                                               ===========             ===========


Supplemental disclosure of
  cash flow information:
          Interest paid                                        $    11,151             $      --   
                                                               ===========             ===========     
          Federal income taxes paid                            $      --               $      --   
                                                               ===========             ===========     

Supplemental disclosure of
  noncash investing activities:
          Sale of assets to area developer
                for note receivable                            $ 1,121,405             $      --   
                                                               ===========             ===========     



See notes to financial statements (unaudited).


                                                5

<PAGE>
</TABLE>


                         CLUCKCORP INTERNATIONAL, INC.
                   Notes to Financial Statements (Unaudited)



NOTE A - ORGANIZATION AND BASIS OF PRESENTATION

Organization - CluckCorp International, Inc. owns, operates and franchises quick
service  restaurants under the name "Harvest  Rotisserie".  The Company has four
Company-owned  restaurants in operation in San Antonio and Corpus Christi, Texas
and has sold franchises for nine stores.  The restaurants  provide high quality,
quick  service  food  featuring   marinated   oak-roasted   rotisserie  chicken,
oak-roasted turkey breast, roast ham, meatloaf,  an assortment of sandwiches and
other homestyle food items.

The  accompanying  consolidated  financial  statements  include the  accounts of
CluckCorp   International,   Inc.  and  its  franchising   subsidiary,   Harvest
Restaurants,   Inc.,  and  are  referred  to  collectively  as  "Company".   All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

Basis  of  Presentation  - The  accompanying  unaudited  consolidated  financial
statements have been prepared by the Company in accordance with the instructions
to Form  10-QSB.  Accordingly,  certain  information  and  footnote  disclosures
normally  included in annual  financial  statements  prepared in accordance with
generally accepted  accounting  principles have been omitted.  In the opinion of
management,  all  adjustments  (consisting  of  normal  recurring  accruals  and
adjustments)  considered  necessary for a fair  presentation have been made. The
statements  are  subject to year-end  adjustment.  The  consolidated  results of
operations  for the 28 weeks  ended July 13, 1997 may not be  indicative  of the
results  for the  full  fiscal  year.  For  further  information,  refer  to the
Company's audited financial statements as filed with the Securities and Exchange
Commission in the Company's Form 10-KSB for the year ended December 29, 1996.

        
NOTE B - REVENUE RECOGNITION

Revenue from  company-owned  restaurant  sales are  recognized  in the period in
which the food and beverage products are sold.  Revenue from  nonrefundable area
development  fees and initial  franchise fees are  recognized  when all material
services or conditions related to the sale have been substantially  performed by
the Company, which is generally determined to be when the franchise store opens.
Royalties  are  recognized  in the same  period  that the  franchise  revenue is
generated. Interest and fees for services are recognized as earned.


NOTE C - FISCAL YEAR

The Company has  adopted a  52/53-week  fiscal year ending on the last Sunday in
December.  The fiscal year is divided into thirteen four-week periods. The first
quarter  consists  of four  periods  and each of the  remaining  three  quarters
consists of three periods,  with the first,  second and third quarters ending 16
weeks, 28 weeks and 40 weeks respectively, into the fiscal year.


NOTE D - IMPACT OF NEW ACCOUNTING STANDARD
        
In February 1997, the Financial  Accounting Standards Board issued Statement No.
128,  Earnings Per Share,  effective for fiscal years ending after  December 15,
1997.  Implementation  of this  Statement is not expected to have a  significant
impact on the earnings per share calculation of the Company.




                                       6
<PAGE>


NOTE E - STOCKHOLDERS EQUITY

In June 1997 the Company completed the sale of 515,000 shares of 12% Convertible
Preferred  Stock and 1,565,000  Preferred  Stock  Purchase  Warrants in a public
offering. The Company realized net proceeds of $4,374,806 from the offering.

The Preferred Stock is convertible at the option of the holder at any time after
March 11, 1998 into shares of Common Stock at a conversion rate of 2.7 shares of
Common  Stock for each  share of  Preferred  Stock.  The  Preferred  Stock  will
automatically  convert to Common  Stock at the  conversion  rate if the  closing
price  for the  preferred  Stock  equals  or  exceeds  $20.00  per share for ten
consecutive  days at any time after March 11, 1998.  The Preferred  Stock may be
redeemed in whole or in part at the option of the Company  after March 11, 1998,
upon 30 days written notice,  at 110% of the average bid price per share for the
Preferred Stock for the 20 trading days prior to the redemption date.

Dividends are cumulative and payable  quarterly in arrears at a rate of $.30 per
share per quarter.  The redemption price and dividends may be paid in cash or in
Common Stock of the Company at the Company's sole discretion.

Each Preferred Stock Purchase  Warrant entitles the holder to purchase one share
of Preferred Stock at $10.50 per share at any time after December 11, 1997 until
June 11, 2002.  The  Preferred  Warrants may be redeemed by the Company for $.01
per Warrant upon 30 day's notice at any time after March 11, 1998 if the closing
price of the Companys  Preferred  Stock averages at least $11.00 per share for a
period of 20  consecutive  trading days or if the Company  redeems the Preferred
Stock.


NOTE F - ACQUISITION OF RESTAURANT PROPERTIES

On June 25, 1997 the Company  completed the purchase of certain  assets of eight
Kenny  Rogers  Roasters  restaurants  located  in  Florida,  Indiana,  and North
Carolina from Roasters Corp., a Florida Corporation. The purchase price included
$1,050,000  in  cash  and  the  assumption  of  certain  liabilities  and  lease
obligations.  The acquisition was accounted for as a purchase,  and accordingly,
the  purchase  price,  including  related  acquisition  expenses  of $71,405 was
allocated to identified assets and liabilities, with no excess of purchase price
over the net assets acquired.  Effective  concurrent with the  acquisition,  the
Company resold these assets to its Area  Developers in exchange for a promissory
note and the assignment of the assumed liabilities. The Company realized no gain
or loss on the resale of the properties to the Area Developers.

On June 20, 1997 the Company entered into area development agreements with three
separate  unaffiliated  corporations,   each  of  which  is  majority-owned  and
controlled by the same individual.  The area development  agreements provide for
the development of up to a total of 30 franchised Harvest Rotisserie restaurants
over a two to three year period, of which nine were opened as August 25, 1997.

The area developers have entered into franchise  agreements for nine stores. The
Company  received a total of $360,000 as payment  for the area  development  and
franchise fees related to these locations.  At July 13, 1997, only five of these
restaurants  were  opened,   and  accordingly,   the  Company  deferred  revenue
recognition  of $160,000 for the franchise and  development  fees related to the
remaining  four  restaurants  which  subsequently  opened  after  the end of the
Company's second quarter.
        



                                       7


<PAGE>



NOTE G - AREA DEVELOPER FINANCING

Effective  June 25, 1997, the Company began  offering  convertible  secured debt
financing to its three area  developers  to finance the purchase of the acquired
Roaster  properties,  and the costs to  renovate  and reopen the  properties  as
Harvest Rotisserie restaurants.  The Company also agreed to finance a portion of
the area developers  initial working capital needs.  The loans may be drawn upon
during a two to three year  period up to the  maximum  amount as set in the loan
agreements.  During the draw  period,  interest  only is payable to the Company.
Upon  expiration of the draw period,  the loan converts to a ten year amortizing
loan with a balloon  payment  after the fifth year.  The Loans bear  interest at
prime (as set by Frost National Bank of Texas) plus 4%. The loans are secured by
a pledge of substantially all of the assets of the area developer and of all the
outstanding stock held by the owners of the area developer.

a)  Loan Conversion Option
    ----------------------

The Company may convert all or any part of the loan amount at any time after the
draw period into equity of the area  developer.  The  conversion  rate is set to
give the Company  majority  ownership of the developer upon  conversion.  To the
extent that the loan has not been fully  drawn or drawn and repaid,  the Company
has a  corresponding  option to  purchase at the  conversion  rate the amount of
additional equity it could have obtained through  conversion of the loan had the
maximum loan amount been outstanding.

There can be no  assurance  that the  Company  will  exercise  future  rights to
convert into an equity interest in any area developer or that such exercise of a
conversion option would result in a majority interest in the area developer.

b)  Commitments to Extend Area Developer Financing
    ----------------------------------------------

All three of the Company's existing area developers are receiving financing from
the Company.  The Company has committed to loan a total of $2,668,000  under its
financed area developer loan program,  of which $1,963,340 has been loaned as of
July 13, 1997.

c)  Credit Risk and Allowance for loan Losses
    -----------------------------------------

The  Company's  three  financed  area  developers  are all  majority  owned  and
controlled by the same individual.  These area developers accounted for 100% the
notes  receivable  from financed area  developers all sales of  development  and
franchise  fees  recognized  during  the second  quarter.  An  allowance  of the
Company's  notes  receivable  from financed  area  developers is maintained at a
level  that in  management's  judgment  is  adequate  to provide  for  estimated
possible  loan  losses.  The amount of the  allowance  is based on  management's
review of loan  proceeds,  status of  development  schedule,  store  performance
trends,  type and amount of collateral  securing the loan,  prevailing  economic
conditions, and other factors that management deems relevant at the time. Due to
the limited store operating history to base a credit evaluation,  management has
provided  an  allowance  for  loan  losses  of  $286,023,  which is equal to the
accumulated net loss of the area developers.  The summary financial  position at
July 13, 1997 the Company's area developers is as follows:




                                       8

<PAGE>


NOTE G - AREA DEVELOPER FINANCING - Continued


                Current assets                       $  191,986
                Property and equipment, net           3,220,321
                Other assets                            271,812
                                                        -------
                      Total Assets                   $3,684,119
                                                     ==========

                Current liabilities                  $  180,260
                Notes Payable:
                  Owed to the Company                 1,963,340
                  Owed to third Parties               1,466,542
                                                      ---------
                                                      3,429,882
                Stockholders' Equity                     73,977
                                                     ----------
                      Total Liabilities and Equity   $3,684,119
                                                     ==========


NOTE H - COMMITMENTS AND CONTINGENCIES
        
The  Company is the primary  lessee  under all  property  lease  agreements  for
restaurants  operated by the Company and its franchisees.  The Company subleases
the restaurant  sites to its area  developers  under the same terms as under the
lease.  The lease terms  generally  have initial  terms of ten years with two or
three five-year renewal options.  Most of the leases contain  escalation clauses
and require the payment of common area maintenance  charges or taxes,  insurance
and other expenses.  The Company  remains liable on the properties  subleased to
area developers.  The Company also is continently  liable for various  equipment
operating leases which the Company assigned to the area developers. Total future
minimum rental  payments under leases  assigned or subleased to area  developers
with  remaining  non-cancelable  terms in  excess  of one year is  approximately
$6,050,000 as of July 13, 1997.

The Company has also guaranteed  certain promissory notes of its area developers
payable to third parties totaling $1,466,542.



                                       9



<PAGE>


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

Forward-looking Statements 

     Except for the historical  information  contained  herein,  the matters set
forth in this report are  forward-looking  statements  within the meaning of the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995. These  forward-looking  statements are subject to risks and  uncertainties
that may cause actual results to differ materially.  These risks are detailed in
the Company's various reports filed with the Securities and Exchange Commission.
These  forward-looking  statements speak only as of the date hereof. The Company
disclaims any intent or obligation to update these forward-looking statements.

General

     The Company was  organized in June 1993.  As of July 13, 1997,  The Company
has four company-owned restaurants in operation and has sold franchises for nine
additional restaurants.  On June 25, 1997, the Company completed the acquisition
of certain  assets of eight Kenny Roger Roaster  properties  located in Florida,
North  Carolina,  and Indiana.  These assets were resold by the Company to three
area  developers  which have  renovated the properties and are operating them as
franchised Harvest Rotisserie restaurants.

     The  results of  operations  are  significantly  impacted  by the number of
restaurants opened during the period. Store opening dates are as follows:

Company Owned Restaurants:                  No.             Opened Date:
--------------------------                  ---             ------------
       San Antonio, TX                       1              January 1994
       San Antonio, TX                       1              November 1996
       Corpus Christi, TX                    1              January 1997
       San Antonio, TX                       1              February 1997
                                             -                      
            Total Company owned              4


 Franchised Restaurants:
 -----------------------
       Florida, North Carolina, Indiana      7               July 1997
       Indiana                               2               August 1997
                                             -                     
            Total Franchised                 9
                                             --
            Total System-wide restaurants    13
                                             ==


Results of  Operations  - For the 12 and 28 week  periods  ended  July 13,  1997
compared to the 12 and 28 week periods ended July 14, 1996.

     Revenues.  Total revenues for the 12 weeks ended July 13, 1997 increased to
$628,394,  approximately  13 times the  amount of revenue  as  compared  to same
period  in  1996.  The  significant  increase  was due to the  opening  of three
additional  resturants  from November 1996 to February 1997, and the recognition
of franchise and development  rights for five  resturants  which open during the
period. The Company deferred revenue  recognition on the sale of four additional
franchised resturants sold during the period.



                                       10

<PAGE>


Costs and  Expenses.  Cost of food and paper were 52.6% and 52.1% of  restaurant
revenues  for the 12 and 28 week  periods  ended July 13,  1997,  as compared to
36.0% and 36.2% for the same  periods in 1996.  The  increase  in food and paper
costs was due to the opening of new  restaurants  in the first  quarter of 1997.
Costs of sales is generally  higher as a percentage  of revenue for newly opened
restaurants than for mature  restaurants due to increased food usage for opening
promotions and inefficiencies caused by less experience employees.
        
     Restaurant  salaries,   benefits,   occupancy  and  related  expenses,  and
operating  expenses include all other restaurant level operating  expenses,  the
major  components  of which are direct and  indirect  labor,  payroll  taxes and
benefits,  operating  supplies,  rent,  advertising,  repairs  and  maintenance,
utilities,  and other occupancy  costs. The combined total of these expenses was
118% and 98% of  restaurant  revenues for the 12 and 28 week periods  ended July
13, 1997, as compared to 106% and 100% for the same comparable  periods in 1996.
A  substantial  portion of these costs are fixed or indirectly  variable.  These
costs  were  disproportionate  to  revenues  in 1997 due to the  opening  of new
resturants, which have higher expenses during the initial periods after opening.

     General and  administrative  expenses  increased 16.9% and 62.7% for the 12
and 28 week periods ended July 13, 1997 as compared to the same periods in 1996.
The increase resulted from the initial development of a corporate infrastructure
needed  to  support  the  planned  expansion  of  company-owned  and  franchised
restaurants,  and continued  expenses  associated  with company's  financing and
franchising activities.

     Preopening  expenses  increased  by $59,256 and  $146,363 for the 12 and 28
week periods  ended July 13, 1997 as compared to the same  periods in 1996.  The
increase  relates to initial  costs  associated  with the  development  of a new
Harvest Rotisserie restaurants and lease costs for maintaining future restaurant
sites.

     Financed area developer  loss  provision.  The Company  provided for a loss
provision  of  $286,203  for the 12  weeks  ended  July 13,  1997  for  possible
estimated losses under the Company's  financed area developer loan program.  Due
to limited operating history to base an evaluation of credit risk, management as
set the loan loss  provision at an amount equal to the  accumulated  net loss of
the area developers.

     Interest and debt  discount  expense.  Interest and debt  discount  expense
decreased  $267,041  and $436,545 for the 12 and 28 weeks ended July 13, 1997 as
compared to the same periods in 1996.  The decrease was due to the  repayment of
$1,684,500 of notes payable in July 1996.

     Net Loss.  The Company  incurred a net loss of $898,492 and  $1,696,049 for
the 12 and 28 week  periods  ended July 13, 1997 as  compared  to  $689,520  and
$1,098,540  for the same periods in 1996. The increase in net loss was primarily
the result of a loss  provision  of $286,203  for  estimated  loan losses to the
Company's financed area developers and initial operating losses for newly opened
company-owned restaurants. The Company expects to incur losses in future periods
until it generates  sufficient revenues from expanded restaurant  operations and
its franchising activities to offset ongoing operating,  financing and expansion
costs.

                                       11


<PAGE>


Liquidity and Capital Resources

     The Company has incurred losses from  operations  since inception and as of
July 13,  1997 has an  accumulated  deficit of  $5,272,845.  The  Company is not
presently generating sufficient revenues to meet its operating needs. Management
anticipates that the Company must increase  revenues from existing  restaurants,
open  additional  company-owned   restaurants  and  realize  revenues  from  its
franchise  program to generate a positive  cash flow from  operations,  although
there can be no such assurance.

     The  Company   requires   capital   principally   for  the  development  of
company-owned  restaurants,  to provide  financing for its area  developers  for
their use in developing  franchised  stores,  to promote brand awareness for the
restaurants,  and for the continual development of a corporate infrastructure to
support the planned  expansion in operations.  During 1997, the Company invested
$1,121,405  for the  acquisition  of eight  restaurant  properties  and provided
$841,935 of financing to its area  developers  for restaurant  development.  The
Company  also  invested  $755,690  for  the  development  of  two  company-owned
resturants  which opened in the first quarter of 1997. To date,  the Company has
funded its capital and operations needs with funds provided from the sale of its
securities, including the sale of preferred stock and warrants completed in June
1997 which  raised net  proceeds  of  $4,374,806.  The  Company  does not have a
working capital line of credit with any financial institution.

     The Company used a  substantial  portion of the  proceeds of the  preferred
offering for the acquisition of eight  restaurant  properties and for loans made
to its area developers under the Companys financed area developer  program.  The
acquired  properties  were  resold by the  Company to three area  developers  in
return for a promissory  note which has been  included in the Company's financed
area  developer  loan  program.  The area  developers  have  converted the eight
properties to Harvest  Rotisserie  restaurants and are operating the restaurants
as  franchised  units.  The Company has  committed to loan a total of $2,668,000
under the financed area  developer  loan program,  of which  $1,963,340 has been
loaned as of July 13, 1997.

     Sources  of  capital  are  limited  to  the  Company  achieving  profitable
operations in future periods or raising additional  capital from investors.  The
Company anticipates that its existing capital resources and projected cash flows
from operations will be sufficient to maintain its operations through 1997.



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<PAGE>



                           PART II - OTHER INFORMATION


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

     The  Company's  annual  meeting  was  held on June  17,  1997.  Each of the
Company's  current five directors was  re-elected.  Also at the annual meeting a
proposal  to  increase  the number of shares  reserved  for  issuance  under the
Company's  1994 Stock  Option  Plan from  250,000  shares to 500,000  shares was
approved by a vote of 1,229,240 For, 237,061 Against, and 19,200 Abstentions.



ITEM 6. Exhibits and Reports on Form 8-K

     The Company  filed one report on Form 8-K during the Quarter ended July 13,
1997,  which report was dated July 9, 1997.  The Form 8-K reported  under item 2
(Acquisition  and Disposition of Assets) the purchase of certain assets of eight
Kenny Rogers Roaster restaurants. Financial information as required under Item 7
of Form 8-K was not  available  at the time of filing and will be included as an
amendment to Form 8-K.




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                
        CLUCKCORP INTERNATIONAL, INC.


Date: August 27, 1997                            By:  /s/ William J. Gallagher
------------------------                            ----------------------------
                                    
                                                    William J. Gallagher,
                                                    Chairman of the Board and
                                                    Chief Executive Officer
                                                    (Duly Authorized Signatory)



Date: August 27, 1997                             By:  /s/ Joseph Fazzone  
------------------------                            ----------------------------
                                                    Chief Financial Officer     
                                                   (Duly Authorized Signatory)





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