UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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 October 5, 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

                         HARVEST RESTAURANT GROUP, 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)

                          CluckCorp International, Inc
                      -------------------------------------
                     (Former name, address, or fiscal year,
                         if changed since last report)

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: 

                    2,492,630 shares as of November 15, 1997



<PAGE>




                         HARVEST RESTAURANT GROUP, INC.

                                      INDEX





PART I. FINANCIAL INFORMATION   
                                                                       PAGE NO.
                                                                       --------

         ITEM 1.  Financial Statements

                      Consolidated Balance Sheets -
                      October 5, 1997 and December 29, 1996               3

                      Consolidated Statements of Operations -
                      12 and 40 Weeks Ended
                      October 5, 1997 and October 6, 1996                 4

                      Consolidated Statements of Cash Flows -
                      40 Weeks Ended
                      October 5, 1997 and October 6, 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                                     12
                                                                        
         ITEM 6.  Exhibits and Reports on Form 8-K                       12


         SIGNATURES                                                      12



                                       2

<PAGE>



                         HARVEST RESTAURANT GROUP, INC.
                           Consolidated Balance Sheets


                                                   October 5,       December 29,
                                                      1997             1996
                                                   ------------    ------------
                                                   (Unaudited)
ASSETS
Current Assets
    Cash                                           $  1,048,779    $  1,271,443
    Cash, restricted                                       --           220,000
    Inventories                                          13,580           8,658
    Prepaid expenses                                     35,874            --
    Other current assets                                   --            10,590
                                                   ------------    ------------
      Total Current Assets                            1,098,233       1,510,691

Property and Equipment, net                           1,830,448       1,156,362

Other Assets
    Notes receivable from financed area
       developers, net of provision of
       $1,340,807 in 1997                             1,536,430            --
    Intangible property rights, net of
       accumulated amortization of $209,206
       in 1997 and $139,825 in 1996                     190,294         259,675
    Deposits                                            118,818          83,257
    Other assets                                         41,877         127,727
                                                   ------------    ------------
                                                      1,887,419         470,659
                                                   ------------    ------------
                                                   $  4,816,100    $  3,137,712
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
    Accounts payable, trade                        $    378,938    $    134,204
    Accrued liabilities                                 198,032         220,406
    Notes payable to bank, current                      211,004         200,000
                                                   ------------    ------------
      Total Current Liabilities                         787,974         554,610

Deferred franchise revenue                               40,000            --
Note payable to bank, less current portion               45,724            --

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
       20,000,000, issued 2,492,630 in 1997
       and 2,112,750 1996                                24,926          21,128
    Additional paid-in capital                       10,564,383       6,138,770
    Accumulated deficit                              (7,161,907)     (3,576,796)
                                                   ------------    ------------
      Total Stockholders' Equity                      3,942,402       2,583,102
                                                   ------------    ------------
                                                   $  4,816,100    $  3,137,712
                                                   ============    ============



See notes to financial statements (unaudited).


                                       3

<PAGE>
<TABLE>
<CAPTION>



                                   HARVEST RESTAURANT GROUP, INC.
                          Consolidated Statements of Operations (Unaudited)




                                                   12 Weeks Ended                40 Weeks Ended
                                                   --------------                --------------
                                              October 5,     October 6,     October 5,     October 6,
                                                 1997           1996          1997            1996
                                             -----------    -----------    -----------    -----------

<S>                                          <C>            <C>            <C>            <C>        
Revenues                                     $   621,243    $    47,430    $ 1,737,607    $   157,827

Costs and Expenses
    Cost of food and paper                       223,102         21,105        699,930         68,624
    Salaries and benefits                        170,858         25,879        582,297         87,846
    Occupancy and other operating expenses       203,585         34,570        693,175         98,021
    Preopening expenses                           74,414         28,288        254,741         63,044
    General and administrative expenses          724,995        216,296      1,570,146        718,754
    Depreciation and amortization                 71,656         21,366        203,947         73,165
                                             -----------    -----------    -----------    -----------
      Total costs and expenses                 1,468,610        347,504      4,004,236      1,109,454
                                             -----------    -----------    -----------    -----------

Loss from operations                            (847,367)      (300,074)    (2,266,629)      (951,627)

Other income (expense)
    Financed area developer loss provision    (1,054,748)          --       (1,340,807)          --
    Interest income                               16,992         21,681         37,378         22,392
    Interest and debt discount expense            (3,902)        (3,799)       (15,053)      (451,496)
                                             -----------    -----------    -----------    -----------
                                              (1,041,694)        17,882     (1,318,482)      (429,104)
                                             -----------    -----------    -----------    -----------

Net Loss                                     $(1,889,061)   $  (282,192)   $(3,585,111)   $(1,380,731)
                                             ===========    ===========    ===========    ===========


Preferred stock dividends                       (185,400)          --         (185,400)          --
Net loss applicable to common stock           (2,074,461)          --       (3,770,511)          --

Net loss per common share                    $      (.88)   $      (.13)   $     (1.61)   $     (1.00)
                                             ===========    ===========    ===========    ===========

Weighted average number of common
  and common equivalent shares outstanding     2,368,673      2,108,750      2,346,922      1,386,661
                                             ===========    ===========    ===========    ===========







See notes to financial statements (unaudited).


                                                 4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                              HARVEST RESTAURANT GROUP, INC.
                     Consolidated Statements of Cash Flows (Unaudited)


                                                                       40 Weeks Ended
                                                                ----------------------------
                                                                October 5,        October 6,
                                                                  1997               1996
                                                             -----------         -----------
Operating Activities:
<S>                                                          <C>                 <C>         
   Net loss for the period                                   $(3,585,111)        $(1,380,731)
   Adjustments to reconcile net loss
     to net cash used in operating activities:
       Depreciation and amortization                             203,947              73,165
       Amortization of bridge note discount                         --               367,153
       Financed area developer loss provision                  1,340,807                --
  Changes in operating assets and liabilities:
     Cash, restricted                                            220,000            (200,000)
     Inventories                                                  (4,922)              1,390
     Deferred financing costs                                       --               118,964
     Other current assets                                        (25,284)             34,710
     Accounts payable and accrued liabilities                    222,360             (34,899)
     Deferred franchise revenue                                   40,000                --
                                                             -----------         -----------
Net cash (used) in operating activities                       (1,588,203)         (1,020,248)

Investing Activities:
   Purchase of property and equipment                           (797,802)           (350,313)
   Additions to deposits                                         (35,561)            (42,555)
   Acquisition of assets                                      (1,121,405)               --
   Issuance of notes receivable to area developers            (1,755,832)               --
   Reductions in other assets                                     75,000              18,342
                                                             -----------         -----------
Net cash (used) in investing activities                       (3,635,600)           (374,526)

Financing Activities:
   Proceeds from sale of common stock and warrants               568,875           4,740,290
   Proceeds from sale of common stock subject 
      to rescission                                                 --               209,884
   Proceeds from sale of preferred stock and warrants          4,375,536                --
   Proceeds from issuance of bridge notes                           --               376,370
   Proceeds from bank borrowing                                   65,000             200,000
   Repayments of bank borrowings                                  (8,272)         (1,684,500)
                                                             -----------         -----------
Net cash provided by financing activities                      5,001,139           3,842,044
                                                             -----------         -----------

Net increase (decrease) in cash                                 (222,664)          2,447,270
Cash at beginning of year                                      1,271,443             126,447
                                                             -----------         -----------

Cash at end of period                                        $ 1,048,779         $ 2,573,717
                                                             ===========         ===========

Supplemental disclosure of cash flow information:
   Interest paid                                             $    15,053         $   130,243
                                                             ===========         ===========
   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

</TABLE>

<PAGE>



                         HARVEST RESTAURANT GROUP, INC.
                    Notes to Financial Statements (Unaudited)



NOTE A - ORGANIZATION AND BASIS OF PRESENTATION

Organization - Harvest  Restaurant  Group,  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 ten restaurants.  The restaurants provide high
quality,  quick service food featuring marinated oak-roasted rotisserie chicken,
oak-roasted turkey breast, roast ham, pot roast, an assortment of sandwiches and
other home-style food items.
  

The  accompanying  consolidated  financial  statements  include the  accounts of
Harvest  Restaurant  Group,  Inc.  and  its  franchising   subsidiary,   Harvest
Restaurants,  Inc.,  and are  referred to  collectively  as the  "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 40 weeks ended  October 5, 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.

                                       6


<PAGE>



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.


NOTE E - STOCKHOLDERS' EQUITY

In June 1997 the Company completed the sale of 515,000 shares of 12% Convertible
Preferred  Stock and 1,723,400  Preferred  Stock  Purchase  Warrants in a public
offering. The Company realized net proceeds of $4,375,536 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 Company's  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.


                                       7

<PAGE>



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 of October 5,
1997.



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 $3,268,000  under its
financed area developer loan program,  of which $2,877,237 has been loaned as of
October 5, 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 and all development and franchise
fees  recognized  during  the  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 recorded an allowance for
estimated losses of the financed area developers of $1,340,807.

                                       8


<PAGE>

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
$6,000,000 as of October 5, 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 and as of October  5, 1997,  the
Company has four company-owned  restaurants in operation and has sold franchises
for ten additional restaurants.

     Results of  Operations  - For the 12 and 40 week periods  ended  October 5,
1997 compared to the 12 and 40 week periods ended October 6, 1996.

     Revenues.  Total  revenues for the 12 weeks ended October 5, 1997 increased
to  $621,243  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  company-owned  restaurants  from November 1996 to February 1997, and
the  recognition  of  franchise  and  development  rights  for  four  franchised
restaurants  that  open  during  the  quarter.   The  Company  deferred  revenue
recognition on the sale of one additional  franchised restaurant sold during the
period.

     Costs  and  Expenses.  Cost of food  and  paper  were  52.8%  and  52.3% of
restaurant  revenues  for the 12 and 40 week  periods  ended  October 5, 1997 as
compared to 44.5% and 43.5% 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.

Salaries,   benefits,   occupancy  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 89% and 95% of restaurant  revenues for the
12 and 40 week periods  ended  October 5, 1997, as compared to 127% and 118% for
the same  comparable  periods in 1996.  Substantial  portions of these costs are
fixed or indirectly variable.  These costs were  disproportionate to revenues in
1997 due to the opening of new  restaurants,  which have higher  expenses during
the initial periods after opening.

General and administrative  expenses increased 3.35 times and 2.18 times for the
12 and 40 week periods  ended October 5, 1997 as compared to the same periods in
1996. The increase  resulted from the development of a corporate  infrastructure
needed  to  support  the  planned  expansion  of  company-owned  and  franchised
restaurants,   and  continued  expenses  associated  with  creating  brand  name
recognition for the company's restaurants.

Preopening  expenses  increased  by $46,126 and  $191,697 for the 12 and 40 week
periods  ended  October 5, 1997 as  compared  to the same  periods in 1996.  The
increase relates to initial costs associated with the development of new Harvest
Rotisserie restaurants and lease costs for maintaining future restaurant sites.


                                       10


<PAGE>


     Provision for financed area developer operations.  Due to limited operating
history to date to base an evaluation of credit risk, the Company has recorded a
provision  for  estimated  losses  on  its  financed  area  developer  loans  of
$1,054,784 and $1,340,807 for the 12 weeks and 40 weeks ended October 5, 1997.

     Interest and debt  discount  expense.  Interest and debt  discount  expense
decreased  $436,443  for the 40 weeks  ended  October 5, 1997 as compared to the
same period 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 $1,889,061 and $3,585,111 for
the 12 and 40 week  periods  ended  October 5, 1997 as compared to $282,192  and
$1,380,731  for the same  periods  in  1996.  The  increase  in net loss for the
quarter  was  primarily  due to a financed  area  developer  loss  provision  of
$1,054,784.  The  Company  expects to incur  losses in future  periods  until it
generates  sufficient  revenues from an expanded base of  restaurants  to offset
ongoing operating, financing and expansion costs.

Liquidity and Capital Resources

The Company  has  incurred  losses from  operations  since  inception  and as of
October 5, 1997 has an  accumulated  deficit of  $7,161,907.  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 additional 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 restaurants,  to
provide  financing for its area  developers, and for working  capital to promote
brand awareness for its restaurants and 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  $1,755,832  of financing to its area  developers  for  restaurant
development and working capital.  The Company also invested  $797,802  primarily
for the  development of two  company-owned  restaurants  that opened in 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 $4,375,536. 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  Company's  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 now  operating  them as
franchised  units. The Company has committed to loan a total of $3,268,000 under
the financed area developer loan program, of which $2,877,327 has been loaned as
of October 5, 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 it will require  additional  capital to continue its expansion
program  and  maintain  its  current  level of  operations.  If the  Company  is
unsuccessful  in  generating   additional  capital,   its  expansion  plans  and
operations will be curtailed.


                                       11

<PAGE>



                           PART II - OTHER INFORMATION


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

     The Company held a special  meeting of its  shareholders  on September  30,
1997 to vote on a change of the  Company's  name to  Harvest  Restaurant  Group,
Inc.,  and to  increase  the number of  authorized  shares of common  stock from
10,000,000 to 20,000,000 shares.  Both proposals based by a majority vote of the
shareholders, as follows:

                                               For         Against     Abstain
                                               ---         -------     -------

  Proposal 1: Company Name Change           1,430,483       11,300       3,800

  Proposal 2: Increase Authorized Shares    1,305,458      113,825      26,300


ITEM 6. Exhibits and Reports on Form 8-K

     The Company filed an amended Form 8-K/A during the Quarter ended October 5,
1997 for an  original  report  that was  dated  June 25,  1997.  The Form  8-K/A
reported  under item 2 (Acquisition  and  Disposition of Assets) the purchase of
certain assets of eight Kenny Rogers Roaster restaurants.



                                   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.


                                         HARVEST RESTAURANT GROUP, INC.


Date: November  15, 1997                 By:  /s/ William J. Gallagher
     -----------------------                 ---------------------------------
                                             William J. Gallagher,
                                             Chairman of the Board and Chief
                                             Executive Officer
                                             (Duly Authorized Signatory)



Date: November  15, 1997                 By:  /s/ Joseph Fazzone
     -----------------------                 ---------------------------
                                             Joseph Fazzone
                                             Chief Financial Officer 
                                             (Duly Authorized Signatory)





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