##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 26, 2010
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition
period from  to .
 Commission file number 333-116310
 REAL MEX RESTAURANTS, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    13-4012902
(I.R.S. Employer
Identification No.)
 5660 Katella Avenue, Suite 100
Cypress, CA 90630
 (562)-346-1200
 þ o
 o o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer þ
    
    Smaller Reporting Company o
 o þ




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##### 



Real Mex Restaurants, Inc.
 Index
 PART I FINANCIAL INFORMATION
    
    
    4Item 1. Financial Statements (Unaudited)
    
    
    4Consolidated Balance Sheets
    
    
    4Consolidated Statements of Operations
    
    
    5Consolidated Statements of Cash Flows
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    23PART II OTHER INFORMATION
    
    
    24Item 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    24Item 3. Defaults Upon Senior Securities
    
    
    24Item 4. (Removed and Reserved)
    
    
    24Item 5. Other Information
    
    
    24Item 6. Exhibits
    
    
    25SIGNATURE
    
    
    26Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



FORWARD-LOOKING STATEMENTS
 This report includes forward looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act). Forward looking statements are those that do
not relate solely to historical fact. They include, but are not limited to, any statement that
may predict, forecast, indicate or imply future results, performance, achievements or events. They
may contain words such as believe, anticipate, expect, estimate, intend, project,
plan, will, should, may, or could or words or phrases of similar meaning. They may relate
to, among other things: our liquidity and capital resources; legal proceedings and regulatory
matters involving our Company; food-borne illness incidents; increases in the cost of ingredients;
our dependence upon frequent deliveries of food and other supplies; our vulnerability to changes in
consumer preferences and economic conditions; our ability to compete successfully with other casual
dining restaurants; our ability to expand; and anticipated growth in the restaurant industry and
our markets.
 These forward looking statements reflect our current views with respect to future events and
are based on assumptions and subject to risks and uncertainties, including, but not limited to,
economic, competitive, governmental and technological factors outside of our control, that
may cause actual results to differ materially from trends, plans or expectations set forth in the
forward looking statements. These risks and uncertainties may include these factors and the risks
and uncertainties described elsewhere in this report and other filings with the Securities and
Exchange Commission, including the Item 1A. Risk Factors section of our annual report on Form
10-K for the year ended December 27, 2009. Given these risks and uncertainties, we urge you to read
this report completely and with the understanding that actual future results may be materially
different from what we plan or expect. All of the forward-looking statements made in this Form 10-Q
are qualified by these cautionary statements and we cannot assure you that the actual results or
developments anticipated by our Company will be realized or, even if substantially realized, that
they will have the expected consequences to or effects on our Company or our business or
operations. In addition, these forward-looking statements present our estimates and assumptions
only as of the date of this report. Except for our ongoing obligation to disclose material
information as required by federal securities laws, we do not intend to update you concerning any
future revisions to any forward looking statements to reflect events or circumstances occurring
after the date of this report.
 Unless otherwise provided in this report, references to we, us, our and Company refer
to Real Mex Restaurants, Inc. and its consolidated subsidiaries.
  3




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##### Table of Contents



PART I
FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 Real Mex Restaurants, Inc.
 
 Consolidated Balance Sheets (unaudited)
 (in thousands, except for share data)
 Successor
    
    
    PredecessorSeptember 26,
    
    
    December 27,2010
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    1,918
    
    
    $
    3,317Trade receivables, net
    
    
    9,023
    
    
    
    9,491Other receivables
    
    
    691
    
    
    
    603Inventories, net
    
    
    11,418
    
    
    
    10,834Prepaid expenses
    
    
    3,272
    
    
    
    3,206Current portion of favorable lease asset, net
    
    
    3,404
    
    
    
    5,418Other current assets
    
    
    236
    
    
    
    359Total current assets
    
    
    29,962
    
    
    
    33,228Property and equipment, net
    
    
    76,664
    
    
    
    84,524Goodwill
    
    
    113,988
    
    
    
    43,812Trademarks and other intangible assets
    
    
    43,200
    
    
    
    55,700Deferred charges
    
    
    5,329
    
    
    
    7,108Favorable lease asset, less current portion, net
    
    
    12,201
    
    
    
    19,599Other assets
    
    
    6,167
    
    
    
    8,390Total assets
    
    $
    287,511
    
    
    $
    252,361Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    20,174
    
    
    $
    16,785Accrued self-insurance reserves
    
    
    13,347
    
    
    
    14,790Accrued compensation and benefits
    
    
    8,631
    
    
    
    12,923Accrued interest
    
    
    5,641
    
    
    
    9,759Other accrued liabilities
    
    
    11,304
    
    
    
    11,966Current portion of long-term debt
    
    
    755
    
    
    
    657Current portion of capital lease obligations
    
    
    289
    
    
    
    402Total current liabilities
    
    
    60,141
    
    
    
    67,282Long-term debt, less current portion
    
    
    159,444
    
    
    
    145,271Capital lease obligations, less current portion
    
    
    577
    
    
    
    784Deferred tax liabilities
    
    
    20,045
    
    
    
    26,059Unfavorable lease liability, less current portion, net
    
    
    6,232
    
    
    
    6,415Other liabilities
    
    
    2,137
    
    
    
    4,230Total liabilities
    
    
    248,576
    
    
    
    250,041Commitments and contingencies
    
    
    
    
    
    
    Stockholders equity:Common stock, $.001 par value, 1,000 shares
authorized, issued and outstanding at September
26, 2010 and December 27, 2009
    
    
    
    
    
    
    Additional paid-in capital
    
    
    45,235
    
    
    
    56,021Accumulated deficit
    
    
    (6,300
    )
    
    
    (53,701
    )Total stockholders equity
    
    
    38,935
    
    
    
    2,320Total liabilities and stockholders equity
    
    $
    287,511
    
    
    $
    252,361
   4




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##### Table of Contents



Real Mex Restaurants, Inc.
 
 Consolidated Statements of Operations (unaudited)
 (in thousands)
 Successor
    
    
    Predecessor
    
    
    Successor
    
    
    PredecessorThree months
    
    
    Three months
    
    
    Three months
    
    
    Six months
    
    
    Nine monthsended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    endedSeptember 26,
    
    
    September 27,
    
    
    September 26,
    
    
    June 27,
    
    
    September 27,2010
    
    
    2009
    
    
    2010*
    
    
    2010*
    
    
    2009Revenues:Restaurant revenues
    
    $
    108,650
    
    
    $
    113,779
    
    
    $
    108,650
    
    
    $
    229,417
    
    
    $
    355,601Manufacturing and distribution revenues
    
    
    9,192
    
    
    
    9,574
    
    
    
    9,192
    
    
    
    18,875
    
    
    
    30,251Franchise and other revenues
    
    
    776
    
    
    
    858
    
    
    
    776
    
    
    
    1,764
    
    
    
    2,776Total revenues
    
    
    118,618
    
    
    
    124,211
    
    
    
    118,618
    
    
    
    250,056
    
    
    
    388,628Costs and expenses:Cost of sales
    
    
    28,626
    
    
    
    30,747
    
    
    
    28,626
    
    
    
    60,574
    
    
    
    94,361Labor
    
    
    42,509
    
    
    
    45,932
    
    
    
    42,509
    
    
    
    88,612
    
    
    
    143,507Direct operating and occupancy expense
    
    
    34,988
    
    
    
    35,299
    
    
    
    34,988
    
    
    
    68,196
    
    
    
    104,514General and administrative expense
    
    
    5,961
    
    
    
    5,707
    
    
    
    5,961
    
    
    
    11,078
    
    
    
    18,408Depreciation and amortization
    
    
    6,023
    
    
    
    7,991
    
    
    
    6,023
    
    
    
    12,715
    
    
    
    24,236Goodwill impairment
    
    
    
    
    
    
    2,728
    
    
    
    
    
    
    
    
    
    
    
    2,728Impairment of property and equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    216Operating income/loss
    
    
    511
    
    
    
    (4,193
    )
    
    
    511
    
    
    
    8,881
    
    
    
    658Other income (expense):Interest expense
    
    
    (6,781
    )
    
    
    (20,140
    )
    
    
    (6,781
    )
    
    
    (15,306
    )
    
    
    (38,378
    )Other income (expense), net
    
    
    (6
    )
    
    
    12
    
    
    
    (6
    )
    
    
    116
    
    
    
    321Total other expense, net
    
    
    (6,787
    )
    
    
    (20,128
    )
    
    
    (6,787
    )
    
    
    (15,190
    )
    
    
    (38,057
    )Loss before extraordinary item
    
    
    (6,276
    )
    
    
    (24,321
    )
    
    
    (6,276
    )
    
    
    (6,309
    )
    
    
    (37,399
    )Extraordinary item:Gain on extinguishment of debt
    
    
    
    
    
    
    10,875
    
    
    
    
    
    
    
    
    
    
    
    10,875Loss before income tax provision
    
    
    (6,276
    )
    
    
    (13,446
    )
    
    
    (6,276
    )
    
    
    (6,309
    )
    
    
    (26,524
    )Income tax provision (benefit)
    
    
    24
    
    
    
    
    
    
    
    24
    
    
    
    (41
    )
    
    
    5Net loss
    
    $
    (6,300
    )
    
    $
    (13,446
    )
    
    $
    (6,300
    )
    
    $
    (6,268
    )
    
    $
    (26,529
    )
 *
    
    The nine months ended September 26, 2010 are shown as
the successor three months ended September 26, 2010 and the
predecessor six months ended June 27, 2010.
   5




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Real Mex Restaurants, Inc.
 
 Consolidated Statements of Cash Flows (unaudited)
 (in thousands)
 Successor
    
    
    PredecessorThree months
    
    
    Six months
    
    
    Nine monthsended
    
    
    ended
    
    
    endedSeptember 26,
    
    
    June 27,
    
    
    September 27,2010*
    
    
    2010*
    
    
    2009Operating activitiesNet loss
    
    $
    (6,300
    )
    
    $
    (6,268
    )
    
    $
    (26,529
    )Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:Depreciation
    
    
    5,532
    
    
    
    10,929
    
    
    
    21,528Amortization of:Favorable lease asset and unfavorable lease liability, net
    
    
    491
    
    
    
    1,786
    
    
    
    2,708Debt discount
    
    
    32
    
    
    
    1,857
    
    
    
    19,344Deferred financing costs
    
    
    628
    
    
    
    1,244
    
    
    
    2,005Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    2,728Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (10,875
    )(Gain) loss on disposal of property and equipment
    
    
    (18
    )
    
    
    13
    
    
    
    56Impairment of property and equipment
    
    
    
    
    
    
    
    
    
    
    216Stock-based compensation expense
    
    
    40
    
    
    
    49
    
    
    
    199Non-cash consulting expense
    
    
    
    
    
    
    
    
    
    
    950Changes in operating assets and liabilities:Trade and other receivables
    
    
    534
    
    
    
    (154
    )
    
    
    116Inventories
    
    
    301
    
    
    
    (885
    )
    
    
    2,289Prepaid expenses and other current assets
    
    
    (377
    )
    
    
    434
    
    
    
    5,618Other assets
    
    
    88
    
    
    
    66
    
    
    
    (298
    )Accounts payable and accrued liabilities
    
    
    (3,394
    )
    
    
    205
    
    
    
    (9,480
    )Other liabilities
    
    
    (76
    )
    
    
    814
    
    
    
    1,169Net cash (used in) provided by operating activities
    
    
    (2,519
    )
    
    
    10,090
    
    
    
    11,744Investing activitiesPurchases of property and equipment
    
    
    (3,503
    )
    
    
    (5,078
    )
    
    
    (4,764
    )Exchange transaction costs
    
    
    
    
    
    
    
    
    
    
    (393
    )Net proceeds from disposal of property and equipment
    
    
    1
    
    
    
    2
    
    
    
    65Net cash used in investing activities
    
    
    (3,502
    )
    
    
    (5,076
    )
    
    
    (5,092
    )Financing activitiesNet payment under revolving credit facility
    
    
    
    
    
    
    
    
    
    
    (6,600
    )Borrowings under long-term debt agreements and capital lease obligations
    
    
    201
    
    
    
    1,417
    
    
    
    114,447Payments on long-term debt agreements and capital lease obligations
    
    
    (592
    )
    
    
    (1,312
    )
    
    
    (106,649
    )Payments of financing costs
    
    
    (31
    )
    
    
    (75
    )
    
    
    (8,349
    )Capital contribution from parent
    
    
    
    
    
    
    
    
    
    
    79Net cash (used in) provided by financing activities
    
    
    (422
    )
    
    
    30
    
    
    
    (7,072
    )Net (decrease) increase in cash and cash equivalents
    
    
    (6,443
    )
    
    
    5,044
    
    
    
    (420
    )Cash and cash equivalents at beginning of period
    
    
    8,361
    
    
    
    3,317
    
    
    
    2,099Cash and cash equivalents at end of period
    
    $
    1,918
    
    
    $
    8,361
    
    
    $
    1,679Supplemental disclosure of cash flow informationInterest paid
    
    $
    9,492
    
    
    $
    9,564
    
    
    $
    15,345Income taxes paid (refunded)
    
    $
    24
    
    
    $
    (41
    )
    
    $
    5Supplemental disclosure of noncash investing and financing activitiesIn-kind interest on senior unsecured credit facility added to principal
    
    $
    1,175
    
    
    $
    2,212
    
    
    $
    
 *
    
    The nine months ended September 26, 2010 are shown as
the successor three months ended September 26, 2010 and the
predecessor six months ended June 27, 2010.
   6




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Real Mex Restaurants, Inc. and Subsidiaries
 
 Notes to Consolidated Financial Statements (unaudited)
 September 26, 2010
 (in thousands, except for share data)
 1. Basis of Presentation
 ® ® ®
     2. Acquisitions
 Share Purchase  Successor
   7




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Cash and cash equivalents
    
    $
    8,361Trade and other accounts receivable
    
    
    10,248Inventories
    
    
    11,719Other current assets
    
    
    3,131Property and equipment
    
    
    78,990Other assets
    
    
    12,182Trademarks and other intangibles
    
    
    43,200Favorable and unfavorable lease asset/liability, net
    
    
    8,415Goodwill
    
    
    113,989Total assets acquired
    
    
    290,235Accounts payable and accrued liabilities
    
    
    62,532Long-term debt
    
    
    160,249Deferred tax liability
    
    
    20,045Other liabilities
    
    
    2,213Total liabilities assumed
    
    
    245,039Net assets
    
    $
    45,196
  Exchange Agreement  Predecessor
  3. Intangible Assets
  Successor
    
    
    PredecessorSeptember 26,
    
    
    December 27,2010
    
    
    2009Trademarks
    
    $
    37,600
    
    
    $
    46,800Franchise agreements
    
    
    5,600
    
    
    
    8,900$
    43,200
    
    
    $
    55,700
  8




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4. Long-Term Debt
  Successor
    
    
    PredecessorSeptember 26,
    
    
    December 27,2010
    
    
    2009Senior Secured Notes due 2013
    
    $
    130,000
    
    
    $
    130,000Senior Secured Notes unamortized debt discount
    
    
    (293
    )
    
    
    (11,143
    )Senior Secured Revolving Credit Facility
    
    
    
    
    
    
    Senior Unsecured Credit Facility  Related Party
    
    
    29,361
    
    
    
    25,974Mortgage
    
    
    461
    
    
    
    519Other
    
    
    670
    
    
    
    578160,199
    
    
    
    145,928Less current portion
    
    
    (755
    )
    
    
    (657
    )$
    159,444
    
    
    $
    145,271
 Senior Secured Notes due 2013
       9




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Senior Secured Revolving Credit Facilities
         10




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Senior Unsecured Credit Facility
     Mortgage.
  11




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Successor
    
    
    PredecessorSeptember 26,
    
    
    December 27,2010
    
    
    2009Senior Secured Notes due 2013
    
    
    14.00
    %
    
    
    14.00
    %Senior Secured Revolving Credit Facilities
    
    
    9.25
    %
    
    
    7.42 to 9.25
    %Senior Unsecured Credit Facility  Related Party
    
    
    16.50
    %
    
    
    16.50
    %Mortgage
    
    
    9.28
    %
    
    
    9.28
    %Other
    
    
    3.19 to 3.20
    %
    
    
    3.20 to 4.70
    %
 5. Capitalization
 Common Stock
  Stock Option Plans
    WeightedAverageShares
    
    
    Exercise PriceOutstanding at December 27, 2009  Predecessor
    
    
    330
    
    
    $
    8,150Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    (110
    )
    
    
    8,150Outstanding at June 27, 2010   Predecessor
    
    
    220
    
    
    $
    8,150Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired
    
    
    (21
    )
    
    
    8,150Outstanding at September 26, 2010  Successor
    
    
    199
    
    
    $
    8,150Vested and expected to vest at September 26, 2010
    
    
    197
    
    
    $
    8,150Exercisable at September 26, 2010
    
    
    155
    
    
    $
    8,150
   12




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6. Fair Value of Financial Instruments
  7. Fair Value Measurement
      Level 1
    
    
    Level 2
    
    
    Level 3Assets:Property and equipment
    
    $
    
    
    
    $
    78,990
    
    
    $
    Liquor licenses
    
    
    
    
    
    
    5,082
    
    
    
    Goodwill
    
    
    
    
    
    
    
    
    
    
    113,989Trademarks and other intangible assets
    
    
    
    
    
    
    
    
    
    
    43,200Favorable lease asset
    
    
    
    
    
    
    
    
    
    
    16,456Liabilities:Senior secured notes due 2013
    
    
    129,675
    
    
    
    
    
    
    
    Unfavorable lease liability
    
    
    
    
    
    
    
    
    
    
    8,041
 8. Related Party Transactions
    13




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9. Impact of Recently Issued Accounting Principles
    14




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis of our financial condition and results of operations
contains forward looking statements within the meaning of the federal securities laws. See the
discussion under the heading Forward-Looking Statements elsewhere in this report.
 Overview
  ·
          15




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Critical Accounting Policies
   Results of Operations
  Successor
    
    
    Predecessor
    
    
    Successor
    
    
    PredecessorThree months
    
    
    Three months
    
    
    Three months
    
    
    Six months
    
    
    Nine monthsended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    endedSeptember 26,
    
    
    September 27,
    
    
    September 26,
    
    
    June 27,
    
    
    September 27,2010
    
    
    2009
    
    
    2010
    
    
    2010
    
    
    2009Total revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    24.1
    
    
    
    24.8
    
    
    
    24.1
    
    
    
    24.2
    
    
    
    24.3Labor
    
    
    35.8
    
    
    
    37.0
    
    
    
    35.8
    
    
    
    35.4
    
    
    
    36.9Direct operating and occupancy expense
    
    
    29.5
    
    
    
    28.4
    
    
    
    29.5
    
    
    
    27.3
    
    
    
    26.9Total operating costs
    
    
    89.5
    
    
    
    90.2
    
    
    
    89.5
    
    
    
    86.9
    
    
    
    88.1General and administrative expense
    
    
    5.0
    
    
    
    4.6
    
    
    
    5.0
    
    
    
    4.4
    
    
    
    4.7Depreciation and amortization
    
    
    5.1
    
    
    
    6.4
    
    
    
    5.1
    
    
    
    5.1
    
    
    
    6.2Goodwill impairment
    
    
    
    
    
    
    2.2
    
    
    
    
    
    
    
    
    
    
    
    0.7Operating income
    
    
    0.4
    
    
    
    (3.4
    )
    
    
    0.4
    
    
    
    3.6
    
    
    
    0.2Interest expense
    
    
    5.7
    
    
    
    16.2
    
    
    
    5.7
    
    
    
    6.1
    
    
    
    9.9Loss before extraordinary item
    
    
    (5.3
    )
    
    
    (19.6
    )
    
    
    (5.3
    )
    
    
    (2.5
    )
    
    
    (9.6
    )Gain on extinguishment of debt
    
    
    
    
    
    
    8.8
    
    
    
    
    
    
    
    
    
    
    
    2.8Loss before income tax provision
    
    
    (5.3
    )
    
    
    (10.8
    )
    
    
    (5.3
    )
    
    
    (2.5
    )
    
    
    (6.8
    )Net loss
    
    
    (5.3
    )
    
    
    (10.8
    )
    
    
    (5.3
    )
    
    
    (2.5
    )
    
    
    (6.8
    )
 Three months ended September 26, 2010 compared to the three months ended September 27, 2009
 Total Revenues
 Cost of Sales
  16




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##### Table of Contents



Labor
 Direct Operating and Occupancy Expense
 General and Administrative Expense
 Depreciation and Amortization
 Goodwill Impairment.
 Interest Expense
 Gain on Extinguishment of Debt.
 Income Tax Provision/(Benefit).
 Nine months ended September 26, 2010 compared to the nine months ended September 27, 2009
 Total Revenues
  17




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##### Table of Contents



Cost of Sales
 Labor
 Direct Operating and Occupancy Expense
 General and Administrative Expense
 Depreciation and Amortization
 Goodwill Impairment.
 Interest Expense.
  18




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##### Table of Contents



Gain on Extinguishment of Debt.
 Income Tax Provision/(Benefit)
 Liquidity and Capital Resources
  Working Capital and Cash Flows
  Operating Activities
 Investing Activities
   19




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##### Table of Contents



Financing Activities
 Debt and Other Obligations
        20




---



##### Table of Contents



Senior Secured Revolving Credit Facilities
     Senior Unsecured Credit Facility
    21




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##### Table of Contents



Mortgage.
  Successor
    
    
    PredecessorSeptember 26,
    
    
    December 27,2010
    
    
    2009Senior Secured Notes due 2013
    
    
    14.00
    %
    
    
    14.00
    %Senior Secured Revolving Credit Facilities
    
    
    9.25
    %
    
    
    7.42 to 9.25
    %Senior Unsecured Credit Facility  Related Party
    
    
    16.50
    %
    
    
    16.50
    %Mortgage
    
    
    9.28
    %
    
    
    9.28
    %Other
    
    
    3.19 to 3.20
    %
    
    
    3.20 to 4.70
    %
 Capital Leases
 Inflation
   
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
     22




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##### Table of Contents



Item 4.
    
    Controls and Procedures
 Disclosure Controls and Procedures
  Changes In Internal Controls Over Financial Reporting
   23




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##### Table of Contents



PART II
OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    (Removed and Reserved)
  
 Item 5.
    
    Other Information
   24




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##### Table of Contents



Item 6.
    
    Exhibits
 Exhibit No.
    
    Description31.1
    *
    
    Certification pursuant to Rule 13a-14(a) or
Rule 15d-14(a) of the Securities Exchange Act of 1934 of
the Chief Executive Officer.31.2
    *
    
    Certification pursuant to Rule 13a-14(a) or
Rule 15d-14(a) of the Securities Exchange Act of 1934 of
the Chief Financial Officer.32.1
    *
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, of the Chief Executive Officer.32.2
    *
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, of the Chief Financial Officer.
 *
    
    Filed herewith  25




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##### Table of Contents



SIGNATURE  REAL MEX RESTAURANTS, INC.Dated: November 10, 2010
    By:
    /s/ Richard E. RiveraRichard E. RiveraPresident, Chief Executive
Officer and Chairman
(Principal Executive Officer)Dated: November 10, 2010
    By:
    /s/ Richard P. DutkiewiczRichard P. DutkiewiczChief Financial Officer
(Principal Financial Officer
and Accounting Officer)  26