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 6, 1996
                                -----------------------------------------------

                                       or

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


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)                         (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:
                     2,108,750 shares as of November 11, 1996


<PAGE>

                          CLUCKCORP INTERNATIONAL, INC.

                                      INDEX


PART I.           FINANCIAL INFORMATION                                PAGE NO.

         ITEM 1.           FINANCIAL STATEMENTS

                           Balance Sheets -                               3
                           October 6, 1996 and December 31, 1995

                           Statements of Operations -                     4
                           12 Weeks Ended
                           October 6, 1996 and October 8, 1995

                           Statements of Operations -                     5
                           40 Weeks Ended
                           October 6, 1996 and October 8, 1995

                           Statements of Cash Flows -                     6
                           40 Weeks Ended
                           October 6, 1996 and October 8, 1995


                           Notes to Financial Statements                  7


         ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS
                           OF FINANCIAL CONDITION AND RESULTS
                           OF OPERATIONS                                  9


PART II.          OTHER INFORMATION                                      12

                           NONE

SIGNATURES                                                               12


                                        2

<PAGE>

                          CLUCKCORP INTERNATIONAL, INC.
                           Balance Sheets (Unaudited)

                                                October 6,          December 31,
                                                  1996                 1995
                                                ----------          -----------
ASSETS
Current Assets
Cash and cash equivalents                       $2,773,717           $  126,447
Inventories                                          3,654                5,044
Prepaid expenses                                       400              119,364
Deferred loan costs                                      -               24,710
Note receivable from stockholder                    30,000               40,000
                                                -----------          ----------
  Total Current Assets                           2,807,771              315,565

Property and Equipment                             544,293              193,980
Less accumulated depreciation                    (  77,702)           (  43,112)
                                                -----------          -----------
                                                   466,591              150,868
Other Assets
Intangible property rights, net
  of amortization of $148,554 in
  1996 and $99,875 in 1995                         268,126              299,625
Deposits                                            21,766               25,007
Other assets                                        55,158               34,780
                                                -----------          ----------
                                                   345,050              359,412
                                                -----------          ----------
                                                $3,619,412           $  825,845
                                                ===========          ==========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Bridge notes payable, net of
  unamortized discount of $-0- in
  1996 and $133,523 in 1995                     $        -           $  940,977
Accounts payable, trade                            167,142              161,642
Accrued liabilities                                 48,644               89,043
Note payable to bank                               200,000                    -
                                                ----------           ----------
  Total Current Liabilities                        415,786            1,191,662

Common stock subject to rescission,
  118,750 shares in 1996 and 57,750
  shares in 1995                                   405,702              195,818

Stockholders' Equity (Deficit)
    Preferred stock - $1.00 par value,
     authorized 5,000,000, none issued                   -                    -
    Common stock - $.01 par value,
     authorized 10,000,000, issued
     1,990,000 in 1996 and 990,000 1995             19,900                9,900
    Additional paid-in capital                   5,724,297              994,007
    Accumulated deficit                         (2,946,273)          (1,565,542)
                                                -----------          -----------
      Total Stockholders' Equity (Deficit)       2,797,924           (  561,635)
                                                -----------          -----------
                                                $3,619,412           $  825,845
                                                ===========          ==========


See notes to financial statements (unaudited).


                                        3

<PAGE>
                          CLUCKCORP INTERNATIONAL, INC.
                      Statements of Operations (Unaudited)


                                                         12 Weeks Ended
                                                 -----------------------------
                                                  October 6,        October 8,
                                                    1996               1995
                                                 -----------       -----------
Revenues
    Restaurants                                  $   47,430        $   42,914

Costs and Expenses
    Cost of food and paper                           21,105            15,505
    Restaurant salaries and benefits                 25,879            27,095
    Occupancy and related expenses                   16,070            15,615
    Operating expenses                               18,500            13,036
    General and administrative expenses             216,296           134,910
    Preopening expenses                              28,288            18,000
    Depreciation and amortization                    21,366            15,007
                                                 -----------        ----------
      Total costs and expenses                      347,504           239,168
                                                 -----------        ----------

Loss from operations                              ( 300,074)        ( 196,254)

Other income (expense)
    Interest income                                  21,681                 -
    Interest and debt discount expense            (   3,799)        (  29,057)
                                                 -----------       -----------
                                                     17,882         (  29,057)
                                                 -----------       -----------

Net loss                                         $( 282,192)       $( 225,311)
                                                 ===========       ===========


Net loss per common share                        $(     .13)       $(     .18)
                                                 ===========       ===========

Weighted average number of common
  and common equivalent shares
    outstanding                                   2,108,750         1,223,958
                                                 ===========       ==========



















See notes to financial statements (unaudited).


                                        4

<PAGE>

                          CLUCKCORP INTERNATIONAL, INC.
                      Statements of Operations (Unaudited)


                                                           40 Weeks Ended
                                                 ------------------------------
                                                  October 6,        October 8,
                                                     1996            1995
                                                 -----------        ----------
Revenues
    Restaurants                                  $   157,827        $  184,997
    Area development fee, stockholder                      -            50,000
                                                  ----------        ----------
                                                     157,827           234,997

Costs and Expenses
    Cost of food and paper                            68,624            67,068
    Restaurant salaries and benefits                  87,846            94,336
    Occupancy and related expenses                    46,426            44,899
    Operating expenses                                51,595            61,349
    General and administrative expenses              718,754           362,974
    Preopening expenses                               63,044            31,862
    Depreciation and amortization                     73,165            44,812
                                                 -----------        ----------
   Total costs and expenses                        1,109,454           707,300
                                                 -----------        ----------

Loss from operations                              (  951,627)        ( 472,303)

Other income (expense)
    Interest income                                   22,392                 -
    Interest and debt discount expense            (  451,496)         ( 44,806)
                                                 -----------        ----------
                                                  (  429,104)         ( 44,806)

Net loss                                         $(1,380,731)        $(517,109)
                                                ============        ==========


Net loss per common share                        $(     1.00)        $(    .43)
                                                ============        ==========

Weighted average number of common
  and common equivalent shares
    outstanding                                    1,386,661         1,216,287
                                                ============        ==========








See notes to financial statements (unaudited)

                                        5

<PAGE>
<TABLE>
<CAPTION>

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

                                                             40 Weeks Ended
                                                    ----------------------------------
                                                     October 6,            October 8,
                                                        1996                  1995
                                                    -----------           ------------
<S>                                                  <C>                   <C>    
Operating Activities:
    Net loss for the period                         $(1,380,731)          $(   517,109)
    Adjustments to reconcile net loss
    to net cash used in operating activities:
      Depreciation and amortization                      73,165                 44,812
      Amortization of bridge note discount              367,153                 14,362
      Changes in operating assets and
     liabilities:
        Inventories                                       1,390            (     3,175)
        Prepaid expenses                                118,964            (   116,553)
        Deferred loan costs                              24,710            (    15,465)
        Other current assets                             10,000            (    40,000)
        Accounts payable and accrued
          liabilities                                 (  34,899)                90,140
                                                     -----------           -----------
       Net cash (used) in
         operating activities                         ( 820,248)           (   542,988)

Investing Activities:
    Purchase of property and equipment                ( 350,313)           (     1,627)
  Additions to deposits and other assets              (  24,213)           (    57,442)
                                                     -----------           ------------
       Net cash (used) in
         investing activities                         ( 374,526)           (    59,069)

Financing Activities:
    Net proceeds from sale of
      common stock and warrants                       4,740,290                     _
    Net proceeds from issuance of
      common stock subject to rescission                209,884                 76 865
    Proceeds from issuance of bridge notes
      payable, net of discount                          376,370                546,825
    Proceeds from bank borrowing                        200,000                      -
    Repayments of bridge notes payable               (1,684,500)                     -
    Repayments of stockholder advances                        -            (    16,889)
                                                    -----------           ------------
      Net cash provided by
         financing activities                         3,842,044                606,801
                                                    -----------            -----------

Net increase in cash                                  2,647,270                  4,744
Cash at beginning of period                             126,447                 42,711
                                                    -----------            -----------

Cash at end of period                                $2,773,717            $    47,455
                                                    ===========            ===========


Supplemental disclosure of
  cash flow information:
      Interest paid                                 $  130,243             $         -
                                                   ===========             ===========
      Federal income taxes paid                    $        -              $         -
                                                   ===========             ===========

See notes to financial statements (unaudited).

                                                     6                                           
</TABLE>

<PAGE>

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



NOTE A - ORGANIZATION AND BASIS OF PRESENTATION

    Organization - CluckCorp International, Inc. (the "Company") intends to own,
    operate and  franchise  quick  service  restaurants  under the name "Harvest
    Rotisserie".  To date the Company has one  restaurant  in  operation  in San
    Antonio,  Texas  under the name  "Cluckers"  which it  utilizes  as a both a
    training  facility and a public  restaurant which it intends to convert to a
    Harvest Rotisserie restaurant.

    Basis of Presentation - The accompanying unaudited financial statements have
    been prepared by the Company,  pursuant to the rules and  regulations of the
    Securities  and  Exchange  Commission.   Certain  information  and  footnote
    disclosures  normally  included in annual financial  statements  prepared in
    accordance with generally accepted  accounting  principles have been omitted
    pursuant to such rules and  regulations.  The information  furnished  herein
    reflects  all  adjustments  (consisting  of normal  recurring  accruals  and
    adjustments)  which are, in the opinion of  management,  necessary to fairly
    state the  operating  results  for the  respective  periods.  The results of
    operations  for the 40 weeks ended  October 6, 1996 may not be indicative of
    the results for the full fiscal year.

    The report of the Company's  independent  accountants  related to the fiscal
    year ended  December 31, 1995 financial  statements  contains an explanatory
    paragraph  referring to an uncertainty  concerning the Company's  ability to
    continue as a going concern. The December 31, 1995 financial statements have
    been  prepared  assuming  the  Company  will be able to  continue as a going
    concern.  The Company  incurred net losses of $924,483 during the year ended
    December 31, 1995 and $1,380,731  during the 40 weeks ended October 6, 1996.
    The Company's  continuation as a going concern is dependent upon its ability
    to successfully  expand its base of operations and generate  sufficient cash
    flow to meet its obligations on a timely basis.

    The Company consummated an initial public offering of its common stock
    on July 15, 1996.  See Note C.


NOTE B - FISCAL YEAR

    In 1996,  the Company  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.


                                        7

<PAGE>


NOTE C - INITIAL PUBLIC OFFERING

    On July 9,  1996,  the  Company's  Registration  Statement  on Form SB-2 was
    declared  effective by the Securities and Exchange  Commission.  On July 15,
    1996, the Company consummated an initial public offering of 1,000,000 shares
    of its common stock at $5.50 per share and 2,000,000 redeemable common stock
    purchase  warrants  at $.125 per  warrant and  received  approximately  $4.7
    million in proceeds  from the  offering,  net of  underwriting  discount and
    other  expenses of the  offering of  approximately  $1 million.  The Company
    applied  $1,684,500 of the proceeds along with accrued  interest of $130,243
    to retire outstanding bridge notes payable to unaffiliated individuals.

    On July 26, 1996, the Underwriters  exercised an  over-allotment  option for
    300,000  warrants at $.125 per warrant,  and the Company received $33,750 in
    proceeds, net of underwriting discount.




                                        8

<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  initial  registration  statement  filed  in July  1996  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.

Results of  Operations  - For the 12 and 40 week periods  ended  October 6, 1996
compared to the 12 and 40 week periods ended October 8, 1995.

    Revenues. Restaurant revenues for each period were derived entirely from the
Company's one restaurant located in San Antonio,  Texas. Restaurant revenues for
the 12 week  period  ended  October 6, 1996 were  $47,430,  a 10.5%  increase as
compared to the same period in 1995.  However,  year to date revenues for the 40
week period were $157,827, a decrease of 14.7% as compared to the same period in
1995.  The year to date  decrease in revenues  was due in part to a reduction in
the restaurant operating hours which was implemented during the third quarter of
1995.  The  restaurant  is currently  open five days each week from 11 a.m. to 7
p.m. and is being used as a training  facility.  Restaurant  revenues during the
first 40 weeks of 1996 were approximately 30% of capacity for the restaurant and
below the  restaurant's  operating  costs.  Management  attributes the low sales
volumes  to the  lack of a  drive-through  window  at the  restaurant,  which is
located in a shopping center. It is the Company's plan that most new Restaurants
will be free-standing with drive-through windows.

    In the prior  year,  during  the 40 week  period  ended  October 8, 1995 the
Company sold an area  development  license for $50,000 to a  stockholder  of the
Company.

    Costs  and  Expenses.  Cost of food  and  paper  were  44.5%  and  43.5%  of
restaurant  revenues for the 12 and 40 week periods  ended  October 6, 1996,  as
compared to 36.1% and 36.3% for the same  periods in 1995.  The increase in food
and paper costs resulted  primarily from food usage for recipe  development  for
the Company's expanded Harvest Rotisserie menu.

    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 127% and 118% of
restaurant  revenues for the 12 and 40 week periods  ended  October 6, 1996,  as
compared to 130% and 108% for the same comparable periods in 1995. A substantial
portion of these  costs are fixed or  indirectly  variable  and  therefore  were
disproportionate to revenues for both periods due to low sales volumes.

    General and administrative expenses increased 65% and 104% for the 12 and 40
week periods ended October 6, 1996 as compared to the same periods in 1995.  The
increase resulted from the  establishment of the Company's  corporate offices in
1996  and  expenses  associated  with  company's  financing,   franchising,  and
expansion activities.

    Preopening  expenses increased by $10,288 and $31,182 for the 12 and 40 week
periods  ended  October 6, 1996 as  compared  to the same  periods in 1995.  The
increase  relates to initial  costs  associated  with the  development  of a new
Harvest Rotisserie restaurant which is anticipated to open in the fourth quarter
of 1996.

                                        9

<PAGE>

    Interest  and debt  discount  expense.  Interest and debt  discount  expense
decreased $25,258 for the 12 weeks ended October 6, 1996 as compared to the same
period in 1995. The decrease was due to the repayment of all outstanding  bridge
notes on July 15, 1996. Year to date interest and debt discount expense increase
$406,690  for the 40 weeks  ended  October  6,  1996 as  compared  to 1995.  The
significant  year to date increase  relates to the issuance of  $1,187,500  face
amount of 10% bridge  notes from August 1995 to March 1996.  The total amount of
amortized debt issue discount in 1996 was $367,153.

    Net Loss. The Company incurred net losses of $282,192 and $1,380,731 for the
12 and 40 week  periods  ended  October  6, 1996 as  compared  to  $225,311  and
$517,109 for the same periods in 1995. The increase in the year to date net loss
for 1996 was  primarily  the result of  significantly  higher  interest and debt
discount expense and general and administrative expenses. The Company expects to
incur losses in future  periods  until it  generates  sufficient  revenues  from
expanded restaurant  operations or its franchising  activities to offset ongoing
operating and expansion costs.

Liquidity and Capital Resources

    The Company has incurred  losses from  operations  since inception and as of
October 6, 1996 has an  accumulated  deficit of  $2,946,273.  The Company is not
presently generating sufficient revenues to meet its operating needs. Management
anticipates that it will need to open five additional  restaurants to generate a
positive  cash flow and  achieve  profitability,  although  there can be no such
assurance.

    The Company requires capital principally for the expansion of its restaurant
operations and to fund the costs  associated with the promotion of its franchise
program.  The  Company  does not have a working  line of credit,  but intends to
apply  for  such a line  with a  financial  institution.  On July 9,  1996,  the
Company's  registration  statement  on Form SB-2 was  declared  effective by the
Securities and Exchange Commission. On July 15, 1996, the Company consummated an
initial  public  offering of  1,000,000  shares of its common stock at $5.50 per
share and  2,000,000  redeemable  common  stock  purchase  warrants at $.125 per
warrant.  Net proceeds of the offering  were  approximately  $4.7 million  after
deducting  commissions and other expenses of the offering of approximately  $1.0
million.

    Between  December  1994  and  March  1996,  the  Company  issued  a total of
$1,684,500 of 10% unsecured  promissory notes ("Bridge  Notes").  The notes were
issued to  individuals  in four  separate  private  offerings  as  follows;  (i)
$497,000  completed May 1995,  (ii) $225,000 in August 1995,  (iii)  $352,500 in
November  1995,  and (iv)  $610,000  in March  1996.  Proceeds  from the  bridge
financing were used for working capital  purposes,  development of a franchising
program  and to pay certain  costs  associated  with the public  offering of the
Company's  common  stock.  The bridge notes were repaid on July 15, 1996 using a
portion of the proceeds from the Company's initial public offering.

                                       10

<PAGE>

    The Company  intents to open up to six  Company-owned  restaurants and up to
five joint ventured restaurants during the next 12 months. The Company estimates
the total development costs, which includes leasehold  improvements,  furniture,
fixtures,  equipment and preopening  costs of opening a typical  restaurant in a
leased facility will average  approximately  $325,000 and that its investment in
joint ventured  restaurants will average  $150,000 for each  restaurant.  If the
land and building are  purchased,  the  purchase  price and related  acquisition
expenses  would  be  significantly  higher.  In  May  1996,  the  Company  began
development of a new Harvest Rotisserie restaurant in San Antonio,  Texas, which
is anticipated to open in the fourth quarter of 1996.

   The  Company  anticipates  that  approximately  $100,000  will be required to
promote  its  franchise  program.  In March 1995,  the Company  executed an area
development  agreement  with an  affiliate to develop up to ten  restaurants  in
Singapore  and  has  executed  a  nonbinding  letter  of  intent  to  sell  area
development rights to a third party pursuant to which the third party would have
the right but not the  obligation  to  develop  at its  expense up to 50 Harvest
Rotisserie restaurants in the Baltimore,  Maryland area. The Company has not yet
operated any nor opened any Harvest Rotisserie franchised Restaurants.

    The Company  anticipates  that the proceeds from the public  offering  along
with anticipated cash flows from future restaurant  operations will enable it to
complete its initial expansion plans and maintain its current  operations for at
least the next 12 months.



                                       11

<PAGE>


                           PART II - OTHER INFORMATION

      NONE





                                   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: November 4, 1996            By:   s/ William J.Gallagher
      ----------------                  ----------------------------------------
                                           William J. Gallagher,
                                           Chairman of the Board
                                           (Duly Authorized Signatory)



Date: November 4, 1996            By:  s/ D.W. Gibbs
      ----------------                 ----------------------------------------
                                          D.W. Gibbs,
                                          Chief Executive Officer and
                                          President
                                          (Duly Authorized Signatory)








                                       12