FORM 10-K
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

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

     For Fiscal Year Ended January 28, 2001

OR

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

                        Commission File No. 0-12145

                       AMARILLO MESQUITE GRILL, INC.
                 (formerly Maverick Restaurant Corporation)
            (Exact name of Registrant as specified in its charter)

        Kansas                                                   48-0936946
(State of Incorporation)                   (IRS Employer Identification No.)

                       302 North Rock Road, Suite 200
                          Wichita, Kansas  67206
              (Principal executive offices, including zip code)

      Registrant's telephone number including area code:  (316) 685-7286
        Securities Registered Pursuant to Section 12(b) of the Act: None
          Securities Registered Pursuant to Section 12(g) of the Act:
                        Common Stock $0.01 Par Value

Indicate by check mark whether the Registrant (i) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or such shorter period that the
Registrant was required to file such reports), and (ii) has been subject to
such filing requirements for the past ninety (90) days.

                           Yes  X     No ___

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

As of April 1, 2001, 8,241,137 common shares (not including 60,000 shares held
as treasury stock) were outstanding, and the aggregate market value of the
common shares (based upon the closing price of these shares ($.625) as of such
date on the OTC Bulletin Board) of Amarillo Mesquite Grill, Inc. held by
non-affiliates was approximately $1,309,928 (For purposes of this valuation
"affiliates" are the officers, directors and 5% shareholders of the Company.)

                  DOCUMENTS INCORPORATED BY REFERENCE:

        Proxy Statement for the fiscal year ended January 28, 2001
                 (Items 10, 11, 12 and 13 of PART III)


<PAGE>


                         AMARILLO MESQUITE GRILL, INC.


                          Annual Report on Form 10-K
                  For the Fiscal Year Ended January 28, 2001
<TABLE>
<CAPTION>
<S>                                                                   <C>
PART I.                                                               PAGE

Item 1.  Business                                                      1
Item 2.  Properties                                                    5
Item 3.  Legal Proceedings                                             6
Item 4.  Submission of Matters to a Vote of Security Holders           6

PART II.

Item 5.  Market for Registrant's Common Equity and Related
            Stockholder Matters                                        7
Item 6.  Selected Financial Data                                       8
Item 7.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                        9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk   11
Item 8.  Financial Statements and Supplementary Data                  11
Item 9.  Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure                       11

PART III.

Item 10.  Directors and Executive Officers of the Registrant          12
Item 11.  Executive Compensation                                      12
Item 12.  Security Ownership of Certain Beneficial Owners and
            Management                                                12
Item 13.  Certain Relationships and Related Transactions              12

PART IV.

Item 14.  Exhibits, Financial Statement Schedules and Reports
            on Form 8-K                                               13

Signatures                                                            15

Financial Statements                                                 F-1

</TABLE>
<PAGE>

                                   PART I


Item 1.  BUSINESS

A)  General Development of Business.

    Amarillo Mesquite Grill, Inc. (the "Company") operated fifteen
    Amarillo Mesquite Grill restaurants in Kansas, Oklahoma, Missouri,
    Texas and Arkansas during fiscal 2001.  Amarillo Mesquite Grill
    restaurants offer a casual dining environment serving prime rib,
    steaks, chicken and seafood grilled over mesquite wood. The Company
    intends to focus its business activities on the development of
    additional Amarillo Mesquite Grill restaurants.

    On June 17, 1996, the Company acquired the assets of the Amarillo
    Mesquite Grill restaurant chain from Homestead West, Inc. and
    Amagril, Inc. for 1,000,000 shares of the Company's restricted
    common stock and cash in the amount of $1,500,000.  The Amarillo
    Mesquite Grill restaurant chain consisted of four restaurants at the
    date of purchase: two located in Wichita, Kansas, one located in
    Hutchinson, Kansas and one located in Overland Park, Kansas.  Since
    the date of this acquisition, the Company has converted seven of its
    Cotton Patch Cafe restaurants to Amarillo Mesquite Grill
    restaurants, converted four other buildings to Amarillo Mesquite
    Grill restaurants, constructed a prototype Amarillo Mesquite Grill
    restaurant and closed one location upon termination of the lease
    term.

    During fiscal 2001, the Company opened a new restaurant in Wichita
    Falls, Texas.  In April 2001, the Company closed its restaurant
    located in McAlester, Oklahoma.

B)  Financial Information About Industry Segments.

    Not Applicable




                                       -1-
<PAGE>

C)  Narrative Description of Business.

    i)  Principal Products and Services.

        Amarillo Mesquite Grill.  Amarillo Mesquite Grill restaurants
        are open for lunch and dinner.  Amarillo Mesquite Grill is a
        moderately priced casual dining restaurant that specializes in
        aged prime rib and steaks, along with barbecued ribs, chicken
        and seafood, all uniquely grilled over an open flame of
        mesquite wood.  Appetizers and desserts, as well as a
        children's menu with lower-priced selections, are also
        available.

        The Amarillo Mesquite Grill concept, founded in 1982, is
        designed to appeal to a broad spectrum of casual dining
        customers who are seeking a consistent and high-quality dining
        experience attentively served in a distinctive, relaxed
        atmosphere for a moderate price.  Amarillo Mesquite Grill
        provides a casual and comfortable environment and well-
        trained, enthusiastic service to its customers.

        The Company believes that the Amarillo Mesquite Grill
        restaurant concept and menu are designed to attract loyal
        clientele who return with a high degree of frequency at both
        lunch and dinner.  The decor of the Company's restaurants
        features a variety of western and country artifacts, giving it
        a relaxed friendly feel.  Amarillo Mesquite Grill is further
        distinguished by requiring from its meat purveyors high-
        quality, USDA choice or better graded steaks, many of which
        are hand-cut fresh daily on site.  High-quality ingredients
        are used for all menu items.  All meals are served in generous
        portions by a well-trained friendly staff.

        The Amarillo Mesquite Grill restaurant is a free-standing
        building.  The Company owns the furniture, fixtures and
        equipment used in its restaurants.  Each restaurant serves
        alcoholic beverages and features a bar area located adjacent
        to the dining room primarily to accommodate customers waiting
        for tables.

        The average cost of a meal at the Company's Amarillo Mesquite
        Grill restaurant is approximately $7.00 for lunch and $13.00
        for dinner.  Alcoholic beverage service accounts for approximately
        8% of the Company's net sales at each restaurant.  The Company's
        restaurants are open seven days a week.



                                       -2-

<PAGE>

        The following table sets forth the location and opening or
        acquisition date of the Company's Amarillo Mesquite Grill
        restaurants in operation during the 2001 fiscal year:

<TABLE>
<CAPTION>
                                                 DATE OPENED
        LOCATION                                 OR PURCHASED
<S>     <C>                                      <C>
        Wichita, Kansas #1                       June 17, 1996
        Wichita, Kansas #2                       June 17, 1996
        Hutchinson, Kansas                       June 17, 1996
        Ponca City, Oklahoma                     December 9, 1996
        Rogers, Arkansas                         February 17, 1997
        Salina, Kansas                           April 21, 1997
        Springfield, Missouri                    June 23, 1997
        Enid, Oklahoma                           August 1, 1997
        Muskogee, Oklahoma                       November 12, 1997
        Wichita, Kansas #3                       January 14, 1998
        Manhattan, Kansas                        February 2, 1998
        Bartlesville, Oklahoma                   July 27, 1998
       *McAlester, Oklahoma                      September 5, 1999
        Topeka, Kansas                           December 3, 1999
        Wichita Falls, Texas                     July 31, 2000
        _____________

</TABLE>
       *Closed on April 8, 2001

        The Company seeks to locate its restaurants in smaller cities
        and suburban areas where they fill a significant market niche.
        Amarillo Mesquite Grill restaurants are distinguished from
        other family-oriented steakhouses in these smaller markets
        (many of which are cafeteria-style) by their full table
        service and attentive wait staff, full bar service,
        entertaining atmosphere, distinctive decor and consistently
        high-quality food.  The Company distinguishes its restaurants
        from other full-service restaurants through their family
        orientation which is accomplished by offering lower priced
        food (such as hamburgers and sandwiches) at dinner, placing
        less emphasis on alcohol sales as compared to most competitors
        and offering features designed to appeal to children.

   ii)  Developing Products and Industry Segments.

        Not Applicable


                                       -3-
<PAGE>
  iii)  Sources and Availability of Raw Materials.

        The Company's food costs are closely tied to market
        conditions.  The Company attempts to maintain its cost of
        sales percentages by refining cost controls, directing
        marketing activities to re-emphasize low-cost menu items, and
        selectively increasing menu prices.  The Company monitors the
        cost of ingredients and attempts to adjust prices wherever
        possible to maintain desired margins.

   iv)  Trademarks.

        The Company acquired two service marks registered with the
        United States Patent and Trademark Office for the words
        "Amarillo Grill."  Both of these registrations expire in
        January 2005, however, they are subject to renewal.  The
        Company has also obtained from the United States Patent and
        Trademark Office a registration for the words "Amarillo
        Mesquite Grill" which expires in May 2009.  The Company
        considers all of these service marks to contribute
        significantly to its operations.

    v)  Seasonality.

        The Company experiences increased sales during holiday periods
        in its restaurants.

   vi)  Practices Relating to Working Capital.

        See "Management's Discussion and Analysis of Financial
        Condition and Results of Operations."

  vii)  Dependence upon a Single Customer.

        Not Applicable

 viii)  Backlog Orders.

        Not Applicable

   ix)  Business Subject to Renegotiation at Election of Government.

        Not Applicable


                                       -4-
<PAGE>

    x)  Competition.

        The Company competes with mid-priced, full service restaurants
        primarily on the basis of quality of food and service,
        ambiance, location and price-value relationship.  The Company
        also competes with a number of other restaurants within its
        markets, including both locally owned restaurants and regional
        or national chains.  The Company believes that its mesquite
        grill concept, attractive price-value relationship and quality
        of food and service enable it to differentiate itself from its
        competitors.  While the Company believes that its mesquite
        grill restaurants are distinctive in design and operating
        concept, it is aware of restaurants that operate with similar
        concepts.  Many of the Company's competitors are well-
        established in the mid-priced dining segment and have
        substantially greater financial, marketing and other resources
        than the Company.  The Company believes that its ability to
        compete effectively will continue to depend upon its ability
        to offer high quality, moderately priced food in a full
        service, distinctive dining environment.

   xi)  Research and Development.

        Not Applicable

  xii)  Compliance with Environmental Regulation.

        Not Applicable

 xiii)  Employees.

        As of April 1, 2001, the Company employed approximately 655
        persons, including 10 administrative, 63 managerial, 257 full-
        time and 325 part-time restaurant employees.

D)  Financial Information About Foreign and Domestic Operations and Export
    Sales.

    Not Applicable

Item 2.  PROPERTIES

The Company's principal executive office is located at 302 North Rock Road,
Suite 200, Wichita, Kansas  67206.  This office space is leased from an
unrelated third party.

                                       -5-
<PAGE>

The land and buildings for the Company's fifteen restaurants are leased
pursuant to long-term leases with unrelated third parties.  The initial lease
terms are for a period of three to twenty years with provisions for two
additional five year extensions.  The Company pays minimum annual rentals
for the land and building of each restaurant in amounts ranging from
approximately $33,000 to $129,128.  In some cases, the rental rates escalate
in accordance with sales volume in excess of specified amounts.  Each lease
obligates the Company to pay the real estate taxes and utilities applicable
to the particular location, to maintain casualty and liability insurance, and
to keep the property in general repair.

The Company operated fifteen Amarillo Mesquite Grill restaurants in fiscal
2001. These restaurants encompass approximately 4,000 to 6,000 square feet.
These restaurants seat approximately 140 to 280 persons and have on-site
parking for an average of 70 cars.  Typical capital costs for a restaurant
facility are approximately $400,000 for land, $600,000 for the building and
$300,000 for equipment and furnishings.  The Company has historically leased
the land and buildings used pursuant to long-term lease arrangements.

Item 3.  LEGAL PROCEEDINGS

On September 18, 2000, Casey M. Bachrodt and Kelly J. Bachrodt filed a petition
in the District Court, Sedgwick County, Kansas naming the Company as defendant.
The petition alleges that the Company interfered with a contract and interfered
with a prospective business advantage when it purchased the Amarillo Grill
Restaurants from Alan Bundy in June 1996.  The plaintiffs are seeking damages in
the amount of $9,000,000.  The proceedings are in the early stages, however, the
Company believes it will be successful in its defense of this lawsuit.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this Report.



                                       -6-

<PAGE>

                                 PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

         A)  Market Information.

             Stock quotations for the Company's stock are currently available
             on the OTC Bulletin Board under the symbol "MESQ".  The following
             tabulation sets forth the high and low closing bid quotations for
             the calendar quarters shown as reported by the OTC Bulletin Board.
             The prices quoted represent prices between dealers in securities
             without adjustment for mark-ups, mark-downs, or commissions and do
             not necessarily reflect actual transactions.

<TABLE>
<CAPTION>
                                                             Bid Price
             Quarter Ended                             High             Low
<S>                                                   <C>              <C>
             May 2, 1999                              $ 2 5/8          $1 3/8
             July 25, 1999                              1 13/16         1 1/4
             October 31, 1999                           1 5/16            3/4
             January 30, 2000                           1 7/32            7/8
</TABLE>

<TABLE>
<CAPTION>
                                                             Bid Price
             Quarter Ended                             High             Low
<S>                                                   <C>              <C>
             April 30, 2000                           $   3/4          $ 17/32
             July 30, 2000                              1 5/8             5/8
             October 29, 2000                            15/16            9/16
             January 28, 2001                             3/4             5/32
</TABLE>

         B)  Holders of Company's Common Stock.

             The number of holders of record of the Company's common stock as
             of January 28, 2001, was approximately 450, as determined by an
             examination of the Company's transfer book.  However, because a
             number of shares of stock are held in "street name," the actual
             number could not be determined more precisely.

         C)  Dividends.

             The Company has not paid dividends to its stockholders since its
             inception.  For the foreseeable future, it is anticipated that
             any earnings which may be generated from operations of the
             Company will be used to finance the growth of the Company, and
             that dividends will not be paid to stockholders.



                                       -7-

<PAGE>

Item 6.                                         SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
Years Ended                   January 28,      January 30,      January 31,      January 25,      January 26,
                                 2001             2000             1999             1998             1997
<S>                           <C>              <C>              <C>              <C>              <C>
Operating Data:
  Net sales                   $20,808,604      $18,355,305      $20,509,882      $16,022,471      $14,185,898
  Net loss                       (639,526)        (369,097)        (490,039)      (1,270,293)      (1,586,275)
  Net loss per share                 (.08)            (.05)            (.06)            (.18)            (.24)
Balance Sheet Data:
  Current assets                  700,672          768,758          516,789          965,335          700,560
  Property and equipment        6,746,428        7,377,764        7,466,707        7,442,598        4,601,807
  Other assets                    651,800          726,929          798,014          873,408        1,155,327

  Total assets                $ 8,098,900      $ 8,873,451      $ 8,781,510      $ 9,281,341      $ 6,457,694

  Current liabilities         $ 2,376,466      $ 2,572,100      $ 3,456,306      $ 3,198,960      $ 2,931,011
  Long-term debt, less
    current portion             5,904,586        5,904,586        5,164,077        5,618,279        1,506,421
  Obligation under capital
    leases, less current
    portion                       910,873          961,104        1,006,142        1,046,525        1,500,618
  Advances from affiliates              -                -           81,587                -                -
  Deferred credits                      -                -                -                -            6,789
  Stockholders' equity
    (deficit)                  (1,093,025)        (564,339)        (926,602)        (582,423)         512,855

   Total liabilities and
    stockholders' equity
     (deficit)                $ 8,098,900      $ 8,873,451      $ 8,781,510      $ 9,281,341      $ 6,457,694


</TABLE>


                                       -8-

<PAGE>

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Results of Operations

For the year ended January 28, 2001, sales were $20,808,604 as compared to
$18,355,305 and $20,509,882 for fiscal 2000 and 1999, respectively.  Cost of
sales, as a percentage of total sales, was 34.6%, 34.7% and 37.2% for fiscal
2001, 2000 and 1999, respectively.  The decrease in cost of sales from fiscal
1999 to fiscal 2000, as a percentage of sales, was the result of implementing a
new menu with more cost effective entrees resulting in an improvement in cost
of sales of 2.5%.

Operating expenses include all direct and indirect labor costs incurred at the
store level and all other store level operating costs, the major component of
which are operating supplies, rent, repairs and maintenance, advertising,
utilities and other occupancy costs.  Operating expenses, as a percentage of
total sales, were 52.8%, 49.9% and 49.1% for fiscal 2001, 2000 and 1999,
respectively.  The increase in operating expense from fiscal 2000 to fiscal
2001, as a percentage of total sales, is the result of increased promotional
costs and labor costs.  The Company increased its advertising expenditures
significantly resulting in greater operating expenses.  In addition, the
Company concentrated its efforts to decrease turnover of its experienced
managers by increasing salaries.

General and administrative expenses include area management personnel and
recruiting and training expenses relating to the development of management
personnel for future restaurants as well as home office costs for
administration, accounting, support personnel, rent and other costs of
maintaining a central office.  General and administrative expenses, as a
percentage of total sales, were 6.0%, 7.6% and 7.9% for fiscal 2001, 2000 and
1999, respectively.  The decrease in general and administrative expenses from
fiscal 2000 to fiscal 2001, as a percentage of sales, can be attributed to a
reduction in recruiting and training costs resulting from the Company's
concentrated efforts to reduce employee turnover.

Depreciation and amortization is directly related to the acquisition or
disposition of fixed assets.  The increase in depreciation and amortization
from fiscal 1999 to fiscal 2001 is the result of a greater investment in
property and equipment and therefore increased depreciation and amortization.

Interest expense for fiscal 2001, 2000 and 1999 was $665,080, $642,724 and
$689,535, respectively.  Interest expense is directly related to the amount of
borrowings and the interest rate.

The Company incurred noncash expenses of $97,840 in fiscal 2001, 2000, 1999,
respectively related to the issuance of stock options pursuant to debt
guarantees as disclosed in note 5 to the financial statements.


                                       -9-
<PAGE>

As of January 28, 2001, the Company has federal net operating loss
carryforwards for income tax purposes of approximately $7,292,000 which, if
not used, will expire $984,000 in fiscal 2002, $1,193,000 in fiscal 2003,
$434,000 in fiscal 2004, $134,000 in fiscal 2005, $6,000 in fiscal 2006,
$180,000 in fiscal 2008, $45,000 in fiscal 2009, $114,000 in fiscal 2011,
$1,524,000 in fiscal 2012, $1,706,000 in fiscal 2013, $567,000 in fiscal 2019,
$233,000 in fiscal 2020 and $172,000 in fiscal year 2021.

The Company's loss for the current year ended January 28, 2001, can in part be
attributed to the Company's decision to close its McAlester, Oklahoma
restaurant on April 8, 2001.  The Company incurred an operating loss of
approximately $248,000 relating to the anticipated closure of this restaurant.
In addition, the Company incurred approximately $77,000 in preopening expenses
for its Wichita Falls, Texas restaurant.

Liquidity and Capital Resources

The Company's primary sources of funds to finance its business have been its
cash flow from operations and, principally during the past three years,
proceeds from long-term debt.  On January 28, 2001 and January 30, 2000,
the Company had an excess of current liabilities over current assets of
$1,675,794 and $1,803,342, respectively.  Cash flow from operations was
$818,763, $762,797 and $712,385 for fiscal 2001, 2000 and 1999, respectively.
Management anticipates higher cash flow from restaurant operations in fiscal
2002 and that such higher operating cash flow will enable the Company to meet
its financial obligations in fiscal 2002 as they come due.

On May 12, 1998, the President of the Company loaned the Company $250,000 to
fund construction cost overages.  The note was an unsecured 10% demand note
due January 1, 1999.  As of January 30, 2000, the note had a balance of
$224,000 and was renewed with a due date of January 3, 2001.  This note was
paid in full during fiscal 2001.  Although the Company's President has made
loans to the Company in the past, there is no assurance that he will make
additional loans in the future.

Substantially all of the Company's revenues are derived from cash sales.  The
Company does not maintain significant receivables and inventories; therefore,
working capital requirements for continuing operations are not significant.

Additions to property and equipment and the acquisition of restaurants
represent the single largest use of funds by the Company.  The expenditures
are primarily made for the purchase and development of new restaurants.
Capital expenditures were $522,550 for the year ended January 28, 2001,
compared to $772,851 for the year ended January 30, 2000.  These capital
expenditures have resulted in an increase in property and equipment and a
decrease in working capital.

During the year ended January 30, 2000, three major shareholders purchased
517,242 shares of restricted common stock at the market value of $1.16 per
share for a total consideration of $600,000.  These funds were used to open
two new restaurants.


                                      -10-

<PAGE>

The Company plans to continue expansion of the Amarillo Mesquite Grill concept
in fiscal 2002. The Company intends to lease existing restaurant properties
which are suitable for conversion to the Amarillo Mesquite Grill concept.
It is expected that each conversion will require approximately $300,000 to
$500,000 for equipment and remodel costs.  A ground-up proto-type restaurant
would cost approximately $1,300,000 for land, building and equipment.  The
Company has no commitments for financing at this time.  In order for the
Company to meet its expansion goals for fiscal 2002, it will need to raise
additional funds through debt or equity instruments, the availability and
terms of which will depend upon market and other conditions.  There can be no
assurance that such additional financing will be available on terms acceptable
to the Company.

The Company has restructured its long-term bank debt to provide for interest
only payments through April 15, 2002.  The purpose of the restructuring is
to use cash flow to open additional restaurants that would otherwise be used
to retire long term debt.  Management views this as a way to continue our
growth, that should result in increased future earnings and cash flow, but
do so without increasing bank debt.

This report contains certain forward-looking statement, including those
relating to the opening of additional restaurants and planned capital
expenditures.  Although the Company believes that the assumptions underlying
the forward-looking statements contained herein are reasonable, actual results
could differ materially from such forward-looking statements.  In light of
the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation by the Company that objectives and plans of the Company will
be achieved.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements that the Company is required to file under Item 8 of
this Form 10-K are presented on pages F-1 through F-22 of this Report.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

Not Applicable


                                      -11-

<PAGE>

                                 PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information relating to this Item is included in the Company's Annual
Proxy Statement for the 2001 Annual Meeting of Stockholders under the
section entitled "Election of Directors" and under the section entitled
"Section 16(a) Beneficial Ownership Reporting Compliance" and these portions
of such Proxy Statement are herein incorporated by reference.

Item 11.  EXECUTIVE COMPENSATION

The information relating to this Item is included in the Company's Annual
Proxy Statement for the 2001 Annual Meeting of Stockholders under the section
entitled "Executive Compensation" and "Directors' Fees" and these portions of
such Proxy Statement are herein incorporated by reference.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information relating to this Item is included in the Company's Annual Proxy
Statement for the 2001 Annual Meeting of Stockholders under the section
entitled "Principal Holders of Securities" and that portion of such Proxy
Statement is herein incorporated by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information relating to this Item is included in the Company's Annual
Proxy Statement for the 2001 Annual Meeting of Stockholders under the
section entitled "Certain Relationships and Related Transactions" and that
portion of such Proxy Statement is herein incorporated by reference.



                                      -12-


<PAGE>

                                  PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

    A)  Documents Filed as a Part of this Report.

        i)  Financial Statements

            See "Index to Financial Statements" on Page F-1 of this Report

       ii)  Financial Statement Schedules

            Not Applicable

      iii)  Exhibits

            See Item 14(c), "Exhibits" below.

    B)  Reports on Form 8-K.

        No reports on Form 8-K were filed by the Company during the quarter
        ended January 28, 2001.

    C)  Exhibits.

    3.1    Restated Articles of Incorporation of Grandy's of El Paso, Inc. and
           Change of Corporate Name to Maverick Restaurant Corporation
           and Certificate of Correction to Restated Articles of
           Incorporation of Grandy's of El Paso, Inc. changing the
           Corporate Name to Maverick Restaurant Corporation as filed
           with the Secretary of State of the State of Kansas on July 28,
           1983 and August 18, 1983, respectively (filed as Exhibit 3.1
           to Registration No. 2-86266-FW and such exhibit is hereby
           incorporated by reference).

    3.2    Certificate of Amendment to Articles of Incorporation as filed with
           the Secretary of State of the State of Kansas on May 22, 1984
           (filed as Exhibit 3.2 to the Company's Form 10-K for the
           fiscal year ended January 31, 1985, and such exhibit is hereby
           incorporated by reference).


                                      -13-
<PAGE>

    3.3    Certificate of Amendment to Articles of Incorporation as filed with
           the Secretary of State of the State of Kansas on May 27, 1997
           changing the corporate name to Amarillo Mesquite Grill, Inc.
           (filed as Exhibit 3.3 to the Company's Form 10-K for the
           fiscal year ended January 25, 1998, and such exhibit is hereby
           incorporated by reference).

    3.4    Bylaws of the Company (filed as Exhibit 3.2 to Registration No. 2-
           86266-FW and such exhibit is hereby incorporated by
           reference).

   10.1    1994 Incentive Stock Option Plan (filed as Exhibit 10.9 to the
           Company's Form 10-K for the fiscal year ended January 31, 1995
           and such exhibit is hereby incorporated by reference).*

   10.2    1997 Incentive Stock Option Plan (filed as Exhibit A to the
           Company's Proxy Statement dated April 23, 1997 and such
           exhibit is hereby incorporated by reference).*

   10.3    Promissory Note dated January 3, 2000 between the Company and
           Chris F. Hotze (filed as Exhibit 10.3 to the Company's Form
           10-K for the fiscal year ended January 30, 2000 and such
           exhibit is hereby incorporated by reference).

   21    Subsidiaries

   23    Consent of Allen, Gibbs & Houlik, L.C. (filed herewith).

________________

*Management's Compensation Plan



                                      -14-
<PAGE>





                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                          AMARILLO MESQUITE GRILL, INC.

                                          By:  /s/ Chris F. Hotze
                                               Chris F. Hotze, President

Date:         April 27, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons of the Registrant
and in the capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature                    Title                              Date
<S>                          <C>                                <C>

/s/ Chris F. Hotze           President, Chairman of             April 27, 2001
Chris F. Hotze               the Board and Director
                             (Principal Executive
                             Officer and Principal
                             Financial and Accounting Officer)

/s/ Alan L. Bundy            Executive Vice President           April 27, 2001
Alan L. Bundy                and Director


/s/ C. Howard Wilkins, Jr.   Director                           April 27, 2001
C. Howard Wilkins, Jr.

</TABLE>


<PAGE>

                         AMARILLO MESQUITE GRILL, INC.


                              TABLE OF CONTENTS
                                                                    Page

Independent Auditors' Reports                                       F-2


Financial Statements:

  Consolidated Balance Sheets                                    F-3 - F-4

  Consolidated Statements of Operations                             F-5

  Consolidated Statements of Stockholders' Equity (Deficit)         F-6

  Consolidated Statements of Cash Flows                             F-7

  Notes to Consolidated Financial Statements                     F-8 - F-22








                                       F-1
<PAGE>

                       INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Amarillo Mesquite Grill, Inc. and Subsidiary


We have audited the accompanying consolidated balance sheets of Amarillo
Mesquite Grill, Inc. and Subsidiary as of January 28, 2001 and January 30,
2000 and the related consolidated statements of operations, stockholders'
deficit, and cash flows for the years then ended.  These financial statements
are the responsibility of the Companies' management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Amarillo
Mesquite Grill, Inc. and Subsidiary as of January 28, 2001 and January 30,
2000, and the results of their operations and their cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.


                                            Allen, Gibbs & Houlik, L.C.

March 20, 2001, except for Note 4 as to
    which the date is April 9, 2001





                                       F-2

<PAGE>
                   AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                             CONSOLIDATED BALANCE SHEETS

                        January 28, 2001 and January 30, 2000


                                     ASSETS
<TABLE>
<CAPTION>
                                                    2001          2000
<S>                                           <C>             <C>
CURRENT ASSETS
  Cash                                        $   348,182     $   407,710
  Accounts receivable                              17,248          21,137
  Advances to affiliate                            35,868          45,655
  Inventories                                     168,953         169,027
  Prepaid expenses and other current assets       130,421         125,229

     Total current assets                         700,672         768,758

PROPERTY AND EQUIPMENT
  Buildings                                     1,122,019       1,108,129
  Leasehold improvements                        2,758,064       2,868,805
  Equipment and fixtures                        5,346,363       5,145,941
  Transportation equipment                         18,999          18,999
  Property under capital leases                 1,234,626       1,234,626

                                               10,480,071      10,376,500
  Less accumulated depreciation and
    amortization                                3,733,643       2,998,736

     Total property and equipment               6,746,428       7,377,764

OTHER ASSETS

  Cost in excess of net tangible assets of
    purchased businesses, net of accumulated
    amortization of $333,824 and $261,004         613,187         686,007
  Deposits and other                               38,613          40,922

     Total other assets                           651,800         726,929

     Total assets                             $ 8,098,900     $ 8,873,451

</TABLE>


                                       F-3
<PAGE>

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
                                                    2001          2000
<S>                                           <C>             <C>
CURRENT LIABILITIES
  Note payable                                $   220,284     $   270,912
  Note payable, related party                          --         224,000
  Current portion of long-term debt                    --          36,075
  Current portion of obligations under
    capital leases                                 50,231          45,038
  Accounts payable                              1,059,669       1,029,247
  Accrued payroll                                 213,338         225,674
  Other accrued liabilities                       797,094         741,154
  Accrual for restaurant closings                  35,850              --

     Total current liabilities                  2,376,466       2,572,100

LONG-TERM LIABILITIES
  Short-term debt, subsequently refinanced      5,904,586       5,904,586
  Obligations under capital leases, less
    current portion                               910,873         961,104

     Total liabilities                          9,191,925       9,437,790

COMMITMENTS
STOCKHOLDERS' DEFICIT
  Preferred stock, $.01 par value; authorized
    10,000,000 shares; none issued                     --              --

  Common stock, $.01 par value; authorized
    20,000,000 shares; issued 8,301,137 shares
    at January 28, 2001 and January 30, 2000       83,011         83,011
  Additional paid-in capital                    7,643,462      7,532,622
  Accumulated deficit                          (8,549,498)    (7,909,972)
  Treasury stock, 60,000 shares of common
    stock, at cost                               (270,000)      (270,000)

     Total stockholders' deficit               (1,093,025)      (564,339)

     Total liabilities and stockholders'
       deficit                                $ 8,098,900    $ 8,873,451

</TABLE>

                     The accompanying notes are an integral
                       part of these financial statements

                                       F-4

<PAGE>

                   AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

     Years Ended January 28, 2001, January 30, 2000, and January 31, 1999

<TABLE>
<CAPTION>
                                          2001         2000          1999
<S>                                   <C>           <C>           <C>
Net sales                             $20,808,604   $18,355,305   $20,509,882

Costs and expenses:
  Cost of sales                         7,189,569     6,374,037     7,637,278
  Restaurant operating expenses        10,988,848     9,163,419    10,067,446
  General and administrative            1,238,500     1,389,528     1,613,525
  Depreciation and amortization         1,020,398       934,614       894,297
  Provision for restaurant closings       247,895            --            --

       Total costs and expenses        20,685,210    17,861,598    20,212,546

       Operating income                   123,394       493,707       297,336

Other income (expense):
  Interest expense                       (665,080)     (642,724)     (689,535)
  Litigation expense                           --      (122,240)           --
  Non-cash expense from issuance of
    stock options to related
    parties pursuant to debt guarantees   (97,840)      (97,840)      (97,840)

       Total other expense               (762,920)     (862,804)     (787,375)

       Loss before income taxes          (639,526)     (369,097)     (490,039)

Income taxes                                   --            --            --

       Net loss                       $  (639,526)   $ (369,097)   $ (490,039)

Net loss per common share -
  basic and diluted                   $      (.08)   $     (.05)   $     (.06)

Average shares outstanding -
  basic and diluted                     8,241,137     7,908,111     7,545,395

</TABLE>
                     The accompanying notes are an integral
                       part of these financial statements


                                       F-5

<PAGE>
                       AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

          Years Ended January 28, 2001, January 30, 2000, and January 31, 1999

<TABLE>
<CAPTION>
                                                        Additional
                                             Common      Paid-In      Accumulated     Treasury
                                             Stock       Capital        Deficit         Stock          Total
<S>                                       <C>          <C>           <C>             <C>           <C>
Balance, January 25, 1998                 $ 71,839     $ 6,666,574   $ (7,050,836)   $ (270,000)   $  (582,423)
Contributed capital                             --           9,000             --            --          9,000
Non-cash expense from issuance of stock
  options to related parties pursuant
  to debt guarantees                            --          97,840             --            --         97,840
Issuance of 72,000 shares of common stock
  pursuant to stock option plans               720          38,300             --            --         39,020
Acquisition of AMG, Inc., a related party    4,500          (4,500)            --            --             --
Net loss                                        --              --       (490,039)           --       (490,039)

Balance, January 31, 1999                   77,059       6,807,214     (7,540,875)     (270,000)      (926,602)
Contributed capital                             --           9,000             --            --          9,000
Non-cash expense from issuance of stock
  options to related parties pursuant
  to debt guarantees                            --          97,840             --            --         97,840
Issuance of 78,000 shares of common stock
  pursuant to stock option plans               780          23,740             --            --         24,520
Issuance of 517,242 shares of common stock
  to related parties                         5,172         594,828             --            --        600,000
Net loss                                        --              --       (369,097)           --       (369,097)

Balance, January 30, 2000                   83,011       7,532,622     (7,909,972)     (270,000)      (564,339)
Contributed capital                             --          13,000             --            --         13,000
Non-cash expense from issuance of stock
  options to related parties pursuant
  to debt guarantees                            --          97,840             --            --         97,840
Net loss                                        --              --       (639,526)           --       (639,526)

Balance, January 28, 2001                 $ 83,011     $ 7,643,462   $ (8,549,498)   $ (270,000)   $(1,093,025)

</TABLE>
                                       The accompanying notes are an integral
                                         part of these financial statements

                                                           F-6

<PAGE>

                   AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

     Years Ended January 28, 2001, January 30, 2000, and January 31, 1999

<TABLE>
<CAPTION>
                                              2001         2000          1999
<S>                                       <C>           <C>           <C>
Cash flows from operating activities:
  Net loss                                $ (639,526)   $ (369,097)   $ (490,039)
  Adjustments to reconcile net loss
  to net cash provided by operating
  activities:
    Depreciation and amortization          1,020,398       934,614       894,297
    Provision for restaurant closings        247,895            --            --
    Non-cash compensation expense             13,000         9,000         9,000
    Non-cash expense from issuance of
      stock options to related parties
      pursuant to debt guarantees             97,840        97,840        97,840
    Increase (decrease) in cash, net of
      effects of acquisitions and
      dispositions:
        Accounts receivable                    3,889        (4,225)       32,560
        Advances to affiliate                  9,787       (45,655)           --
        Inventories                               74       (28,613)       27,434
        Prepaid expenses                      (5,192)       19,721        39,229
        Accounts payable                      30,422       107,416       (63,262)
        Accrued expenses                      43,604        43,531       170,646
        Other                                 (3,428)       (1,735)       (5,320)
          Net cash provided by operating
            activities                       818,763       762,797       712,385
Cash flows from investing activities:
  Additions to property and equipment       (522,550)     (772,851)   (1,390,636)
          Net cash used in investing
            activities                      (522,550)     (772,851)   (1,390,636)
Cash flows from financing activities:
  Issuance of common stock to related
    parties                                       --       600,000            --
  Issuance of common stock pursuant
    to stock option plan                          --        24,520        39,020
  Proceeds from long-term debt                    --            --       200,000
  (Repayment of) proceeds from note
    payable and note payable, related
    party                                   (274,628)      (55,088)      550,000
  Repayment of affiliate                          --       (81,587)       81,587
  Repayment of long-term debt and
    capital lease obligations                (81,113)     (284,594)     (541,679)
          Net cash (used in) provided by
            financing activities            (355,741)      203,251       328,928
          (Decrease) increase in cash        (59,528)      193,197      (349,323)
Cash at beginning of year                    407,710       214,513       563,836

  Cash at end of year                     $  348,182    $  407,710    $  214,513

Cash paid during the year for:
  Interest                                $  665,080    $  666,776    $  665,483
  Income taxes                                    --            --            --
</TABLE>

                             The accompanying notes are an integral
                               part of these financial statements

                                             F-7
<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  OPERATIONS

    Amarillo Mesquite Grill, Inc. and Subsidiary (Company) own and operate
    15 Amarillo Grill restaurants in Kansas, Oklahoma, Missouri, Arkansas,
    and Texas.  Amarillo Grill is a casual, full-service restaurant
    specializing in mesquite-grilled steaks.  During fiscal 2001, the
    Company formed a wholly-owned subsidiary, Amarillo Mesquite Grill of
    Texas, Inc., which owns and operates the restaurant located in Wichita
    Falls, Texas.

    On September 11, 1997, the Company and four of its stockholders formed
    AMG, Inc., a Kansas corporation, to develop and own three Amarillo
    Grill restaurants.  AMG, Inc. was 48%-owned by the Company and 52%-
    owned by the four stockholders as of January 25, 1998.  The accounts
    and operations of AMG, Inc. were consolidated with the Company as
    entities under common control for the year ended January 25, 1998.  The
    Company included the amount of AMG, Inc.'s loss, otherwise attributable
    to the financial statements as of January 25, 1998 because such loss
    exceeded the capital investment made by these stockholders, and they
    were under no obligation to provide additional capital to AMG, Inc.

    Effective February 23, 1998, the Company purchased the remaining shares
    of AMG, Inc. by issuing 450,000 shares of the Company's common stock in
    a transaction accounted for similar to a pooling.  The interest in AMG,
    Inc. acquired by the Company had no book value after consideration of
    the losses absorbed by the Company in fiscal 1998.  Accordingly, this
    transaction resulted in no additional assets or liabilities being
    established, and stockholders' equity reflects the issuance of the
    shares of common stock at par value, with an offsetting reduction to
    additional paid-in capital.  Effective September 21, 1998, AMG, Inc.
    was merged into the Company and the separate existence of AMG, Inc.
    ceased.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Fiscal Year - The Company's fiscal year is the 52- or 53-week period
    ending on the last Sunday in January.

    Principles of Consolidation - The consolidated financial statements
    include the accounts of the Company and its wholly-owned subsidiary.
    All material intercompany accounts and transactions are eliminated in
    consolidation.

    Cash - The Company maintains cash in bank deposit accounts that, at
    times, may exceed federally insured limits.  The Company has not
    experienced any losses in such accounts.  The Company believes it is
    not exposed to any significant credit risk on cash and cash
    equivalents.

    Inventories - Inventories are stated at the lower of cost (first-in,
    first-out) or market.

                                   (Continued)

                                       F-8
<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    Property and Equipment - Property and equipment is recorded at cost.
    Depreciation is computed by the straight-line method based on the
    estimated useful life of the asset.  Leasehold improvements are
    amortized over the lesser of the useful life of the asset or the
    remaining lease term.  Maintenance and repairs are charged to expense
    as incurred; renewals and betterments are capitalized.  Estimated
    useful lives are as follows:


             Buildings                      98 months - 20 years
             Leasehold improvements                 3 - 20 years
             Equipment and fixtures                 5 - 10 years
             Autos                                       3 years
             Property under capital leases              20 years

    Impairment of Long-lived Assets - Long-lived assets and certain
    identifiable intangibles are reviewed for impairment whenever events or
    changes in circumstances indicate the carrying amount of an asset may
    not be recoverable.  A two-year history of restaurant operating losses
    is used as a primary indicator of potential impairment.  Recoverability
    of assets to be held and used is measured on a restaurant-by-restaurant
    basis through comparison of the carrying amount of an asset to future
    net cash flows expected to be generated by the asset.  If such assets
    are considered to be impaired, the impairment to be recognized is
    measured by the amount by which the carrying amount of the assets
    exceed the fair value of the assets.  Assets to be disposed of are
    reported at the lower of the carrying amount or fair value, less costs
    to sell.  See also Note 8.

    Intangible Assets - Cost in excess of net tangible assets of purchased
    businesses is amortized on a straight-line basis over the remaining
    lives of the building leases.  The Company periodically assesses the
    recoverability of intangible assets on a restaurant-by-restaurant basis
    by determining whether the amortization of the intangible asset balance
    over its remaining life can be recovered through undiscounted future
    operating cash flows of the acquired operation.  The amount of goodwill
    impairment, if any, is measured based on projected discounted future
    operating cash flows.  No intangible assets were considered impaired at
    January 28, 2001.  The assessment of the recoverability of intangible
    assets will be impacted if estimated future operating cash flows are
    not achieved.

    Pre-Opening Costs  Pre-opening costs are charged to operations as
    incurred.

    Advertising - The Company expenses advertising costs as incurred.
    Advertising expense was $186,297, $293,987, and $287,949 during fiscal
    years 2001, 2000, and 1999, respectively.

                                   (Continued)

                                       F-9

<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    Income Taxes - Deferred income taxes are provided on a liability method
    whereby deferred tax assets are recognized for deductible temporary
    differences and operating loss and tax credit carryforwards; deferred
    tax liabilities are recognized for taxable temporary differences.
    Temporary differences are the differences between the reported amounts
    of assets and liabilities and their tax bases.  Deferred tax assets are
    reduced by a valuation allowance when, in the opinion of management, it
    is more likely than not that some portion or all of the deferred tax
    assets will not be realized.  Deferred tax assets and liabilities are
    adjusted for the effect of changes in tax laws and rates on the date of
    enactment.

    Use of Estimates - The preparation of financial statements requires
    management to make estimates and assumptions that affect: (1) the
    reported amounts of assets and liabilities, (2) disclosures such as
    contingencies, and (3) the reported amounts of revenues and expenses
    included in such financial statements.  Actual results could differ
    from those estimates.

    Earnings Per Share - Earnings per common share has been computed on the
    basis of the weighted-average number of common shares outstanding
    during each period presented.  The Company is also required to present
    diluted earnings per share, which assumes the conversion, exercise, or
    issuance of all potential common stock instruments unless the effect is
    to reduce a loss or increase the income per common share from
    continuing operations.

    Options to purchase common stock were not included in the computation
    of diluted earnings (loss) per common share because the Company had a
    net loss available to common stockholders and the inclusion of such
    options would be antidilutive.  As of January 28, 2001, there were
    1,325,475 options outstanding at a weighted average exercise price of
    $1.93 that may become dilutive in the future.  As of January 30, 2000,
    there are 1,277,937 options outstanding at a weighted average exercise
    price of $2.04.  As of January 31, 1999, there were 1,289,453 options
    outstanding at a weighted average exercise price of $2.48.

    Stock Awards - The Company accounts for its stock options in accordance
    with the provisions of Accounting Principles Board (APB) Opinion No.
    25, Accounting for Stock Issued to Employees.  As such, compensation
    expense is recorded on the date of grant only if the current market
    price of the underlying stock exceeds the exercise price.  In addition,
    SFAS No. 123, Accounting for Stock-Based Compensation, requires that
    pro forma net income and pro forma income per share disclosures for
    employee stock option grants made in fiscal years that begin after
    December 15, 1994 be provided as if the fair-value-based cost
    measurement method defined in SFAS No. 123 had been applied.

                                   (Continued)

                                       F-10

<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    The Company accounts for its stock options issued to persons other than
    employees in accordance with the provisions of SFAS No. 123.  As such,
    expense is determined on the date of grant and is charged to operations
    over the period the services are provided, based on the fair-value-
    based cost measurement method defined in SFAS No. 123 (see Note 6).


3.  RELATED PARTY TRANSACTIONS

    The Company shares office space and certain administrative employees
    with companies owned in part by certain stockholders of the Company.
    Rent expense, utilities, and other office expenses are allocated
    between the companies based on estimated usage.

    Advances to/from Affiliate - At January 28, 2001, the Company had a
    receivable from Red Apple Corporation of $29,418 and a receivable from
    Maverick Development Corp. of $6,450.  The Company has a receivable
    from Red Apple Corporation for $45,655 at January 30, 2000.  The notes
    have an implied interest rate of 8%.

    Stockholders' Equity - The Company's president is also employed by
    another corporation owned by a major stockholder of the Company, and
    his salary is paid by that corporation.  He received no compensation
    from the Company during 2001, 2000, or 1999.  The Company determined
    that the president performed services valued at $13,000 in 2001 and
    $9,000 in 2000 and 1999, and accordingly, such amounts have been
    recorded as compensation expense with a corresponding credit to
    additional paid-in-capital in the accompanying financial statements.

    On June 17, 1996, the Company entered into Stock Option Agreements with
    a director of the Company and a principal stockholder of the Company,
    whereby it agreed to grant stock options as consideration for the
    guarantee of a note payable to bank by such individuals for the benefit
    of the Company.  These two individuals were each granted options to
    purchase 250,000 shares of the Company's common stock.  The exercise
    price of the options granted pursuant to this agreement is $2.19 per
    share, and all options granted are exercisable immediately and expire
    seven years from the date of grant.  Total non-cash debt guarantee
    expense aggregating $684,875 is based on the fair value of the stock
    options granted pursuant to the Stock Option Agreements, which is being
    recognized as expense over the period of time the related debt is
    outstanding.  The amount of non-cash expense recorded was $97,840 for
    each of the three years ended January 28, 2001.

                                   (Continued)

                                       F-11
<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)

3.  RELATED PARTY TRANSACTIONS (CONTINUED)

    The per share weighted average fair value of stock options granted
    under the Stock Option Agreements during fiscal 1997 was $1.37 on the
    date of grant using the Black Scholes option-pricing model and the
    following weighted average assumptions:  expected dividend yield 0%,
    expected volatility of 145.00%, risk-free interest rate of 6.72% and an
    expected life of five years.

    At January 28, 2001, the weighted average remaining contractual life of
    the 500,000 outstanding options under the Stock Option Agreements was
    2.375 years.


4.  FINANCING ARRANGEMENTS

    Note Payable - As of January 28, 2001, the Company has a 9.50% note
    payable to a bank in the amount of $220,284, which is due June 18,
    2001.

    Long-term Debt - As of January 28, 2001 and January 30, 2000, long-term
    debt consisted of the following:

<TABLE>
<CAPTION>
                                                        2001        2000
<S>                                                  <C>          <C>
    Note payable to bank, with interest only due
      monthly at the Wall Street Journal prime rate
      less 1/2% (8.5% at January 28, 2001) with
      principal due April 2001.                      $5,904,586   $5,904,586

    Note payable to bank, due in monthly
      installments of $4,000, including interest,
      at the Bank's prime rate plus 1%  (10.25% at
      January 30, 2000) with final installment due
      November 2000.                                         --       36,075

                                                      5,904,586    5,940,661

    Less current portion                                     --       36,075

    Long-term debt, less current portion             $5,904,586   $5,904,586

</TABLE>
    In October 1999, the Company negotiated with its bank to consolidate
    four of its notes payable into one new note.  Interest-only payments
    are to be made on this note through April 2001.  In April 2001, the
    terms of this note were extended, with final maturity due in April
    2002.

    Maturities of long-term debt are as follows:

                        2003         $5,904,586

                                   (Continued)

                                       F-12
<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)


4.  FINANCING ARRANGEMENTS (CONTINUED)

    The note is secured by substantially all the Company's assets, and the
    loan agreement has been personally guaranteed by certain stockholders,
    officers, and directors of the Company.  The stockholders' guarantees
    are limited to $5,585,000 of debt.


5.  LEASE AGREEMENTS

    The Company leases its restaurant facilities under agreements with
    lease terms of 10 to 20 years generally with a provision for one or two
    renewal options of five years each.  These agreements provide for
    minimum annual rentals and, in certain instances, contingent rentals
    based on sales performance.  The Company is obligated to pay real
    estate taxes, insurance, and maintenance.

    The Company has also entered into a lease agreement for its Corporate
    offices.  The lease agreement has a term of five years with a provision
    for two renewal options of three years each.  The lease agreement
    provides for minimum annual rentals and additional rentals based on
    operating costs incurred by the lessor.  The Company is obligated to
    pay real estate taxes, insurance, and maintenance.

    Future minimum lease payments required for the years subsequent to
    January 28, 2001, under operating leases, including amounts accrued for
    restaurant closings, are as follows:

                             2002            $ 1,026,623
                             2003              1,027,395
                             2004                947,529
                             2005                905,519
                             2006                739,675
                          Thereafter           5,545,057

                                             $10,191,798

    Annual rent expense under operating leases was $1,013,712, $906,208,
    and $918,441 for the fiscal years ended January 28, 2001, January 30,
    2000, and January 31, 1999, respectively.  This included percentage
    rental payments in the amount of $7,010, $5,709, and $46,769 for the
    fiscal years ended January 28, 2001, January 30, 2000, and January 31,
    1999, respectively.

                                   (Continued)

                                       F-13
<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)


5.  LEASE AGREEMENTS (CONTINUED)

    Property and accumulated depreciation accounts at January 28, 2001
    include $1,234,626 and $504,286, respectively, for leases that have
    been capitalized.  Generally, the building portions of such leases are
    capitalized whereas the land portion of such leases are considered
    operating leases.  The future minimum lease payment obligations under
    capital leases for the years subsequent to January 28, 2001 are as
    follows:
                             2002            $  151,102
                             2003               151,102
                             2004               151,102
                             2005               151,102
                             2006               151,102
                          Thereafter          1,030,615

                                              1,786,125

        Less amount representing interest       825,021

        Total obligations under capital
          leases                                961,104

        Less current portion                     50,231

        Obligations under capital leases,
          less current portion               $  910,873

    The Company, as lessor, subleases two properties to outside third
    parties.  Property and accumulated depreciation accounts at January 28,
    2001 include $210,308 and $119,566, respectively, related to these
    properties.

    Future minimum lease payments to be received subsequent to January 28,
    2001 are as follows:

                             2002            $  115,000
                             2003               116,000
                             2004               116,000
                             2005                99,000
                             2006                32,000
                          Thereafter                 --

                                             $  478,000


                                   (Continued)

                                       F-14

<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)


6.  STOCKHOLDERS' EQUITY

    In March 1984, the Company adopted an Employee Incentive Stock Option
    Plan (1984 Plan) for a 10-year term to grant options for the purchase
    of up to 475,000 shares of common stock.  The 1984 Plan provides the
    Company may grant options to certain employees at the fair market value
    of the stock at the grant date.  One-half of the option is exercisable
    6 months after the grant date and one-half 18 months after the grant
    date.  Following is a summary of the activity in the 1984 Plan for the
    three years ended January 28, 2001:

<TABLE>
<CAPTION>
                                                       Per Share
                                      Number         Exercise Price
                                        of                       Weighted
                                      Shares        Range         Average
<S>                                   <C>         <C>            <C>
    Balance, January 25, 1998         146,000     $ .29 - .47    $       .38
      Exercised                       (69,000)            .47            .47

    Balance, January 31, 1999          77,000     $       .29    $       .29
      Exercised                       (77,000)            .29            .29

    Balance, January 30, 2000              --     $        --    $        --
      Exercised                            --              --             --

    Balance, January 28, 2001              --     $        --    $        --

    Exercisable at January 31, 1999    77,000     $       .29    $       .29

    Exercisable at January 30, 2000        --     $        --    $        --

    Exercisable at January 28, 2001        --     $        --    $        --
</TABLE>

    At January 28, 2001, there were no additional shares available for
    grant under the 1984 Plan.





                                   (Continued)

                                       F-15

<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)


6.  STOCKHOLDERS' EQUITY (CONTINUED)

    On July 25, 1994, the Company adopted an Employee Incentive Stock
    Option Plan (1994 Plan) for a 10-year term to grant options for the
    purchase of up to 600,000 shares of common stock.  The 1994 Plan
    provides the Company may grant options to certain employees at the fair
    market value at the grant date.  The vesting period is at the sole
    discretion of the Board of Directors.  Generally, 10% of the option can
    be exercised after one year, an additional 15% after the second year,
    and 25% in each of the next three years.  Following is a summary of the
    activity in the 1994 Plan for the three years ended January 28, 2001:

<TABLE>
<CAPTION>
                                                       Per Share
                                      Number         Exercise Price
                                        of                       Weighted
                                      Shares        Range         Average
<S>                                   <C>         <C>            <C>

    Balance, January 25, 1998         319,363     $ 1.81 - 2.19  $   2.17
      Granted                         189,740       1.87 - 4.25      3.77
      Canceled                        (25,900)      4.06 - 4.25      4.17
      Exercised                        (2,500)             2.19      2.19

    Balance, January 31, 1999         480,703     $ 1.81 - 4.25  $   2.70
      Granted                         210,950        .90 - 2.09      1.52
      Canceled                       (121,466)      1.50 - 4.06      2.84
      Exercised                        (1,000)             2.19      2.19

    Balance, January 30, 2000         569,187     $  .90 - 2.19  $   1.96
      Granted                              --                --        --
      Canceled                        (65,462)       .90 - 2.19      1.72

    Balance, January 28, 2001         503,725     $ 1.50 - 2.19  $   1.99

    Exercisable at January 31, 1999   306,504     $ 1.81 - 2.19  $   2.19

    Exercisable at January 30, 2000   318,712     $        2.19  $   2.19

    Exercisable at January 28, 2001   392,637     $ 1.50 - 2.19  $   2.08

</TABLE>

    At January 28, 2001, there were 52,838 additional shares available for
    grant under the 1994 Plan, and the weighted average remaining
    contractual life of outstanding options was 6.6 years.


                                   (Continued)

                                       F-16

<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)


6.  STOCKHOLDERS' EQUITY (CONTINUED)

    On January 1, 1997, the Company adopted an Employee Incentive Stock
    Option Plan (1997 Plan) for a 10-year term to grant options for the
    purchase of up to 700,000 shares of stock.  The 1997 Plan provides the
    Company may grant options to certain employees at the fair market value
    at the grant date.  The vesting period is at the sole discretion of the
    Board of Directors.  Generally, 10% of the option can be exercised
    after one year, an additional 15% after the second year, and 25% in
    each of the next three years.  Following is a summary of the activity
    in the 1997 Plan for the three years ended January 28, 2001:

<TABLE>
<CAPTION>
                                                       Per Share
                                      Number         Exercise Price
                                        of                       Weighted
                                      Shares        Range         Average
<S>                                   <C>         <C>            <C>

    Balance, January 25, 1998         308,250     $ 2.75 - 4.13  $   3.44
      Granted                          50,000       2.63 - 3.94      3.30
      Canceled                       (126,000)      2.75 - 4.13      3.41
      Exercised                          (500)             2.75      2.75

    Balance, January 31, 1999         231,750     $ 2.63 - 4.13  $   3.43
      Granted                          60,000        .97 - 1.34      1.22
      Canceled                        (83,000)      2.63 - 4.13      3.43

    Balance, January 30, 2000         208,750     $  .97 - 2.19  $   1.91
      Granted                         161,500        .66 - 1.31       .90
      Canceled                        (48,500)       .66 - 2.19      1.76

    Balance, January 28, 2001         321,750        .66 - 2.19      1.43

    Exercisable at January 31, 1999    41,625     $ 2.75 - 4.13  $   3.48

    Exercisable at January 30, 2000    66,500     $        2.19  $   2.19

    Exercisable at January 28, 2001    80,500     $  .97 - 2.19  $   2.13
</TABLE>

    At January 28, 2001, there were 377,750 additional shares available for
    grant under the 1997 Plan, and the weighted average remaining
    contractual life of outstanding options was 8.2 years.


                                   (Continued)

                                       F-17

<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)


6.  STOCKHOLDERS' EQUITY (CONTINUED)

    The per share weighted average fair value of stock options granted
    under the 1994 and 1997 Plans during fiscal 2001, 2000, and 1999 was
    $.72, $1.23, and $3.09, respectively, on the date of grant using the
    Black Scholes option-pricing model using the following weighted average
    assumptions:

<TABLE>
<CAPTION>
                                          2001        2000        1999
<S>                                     <C>         <C>         <C>
        Expected dividend yield              0%          0%          0%
        Volatility factor               107.28%     120.82%     119.77%
        Risk free interest rate           6.39%       5.85%       5.33%
        Expected life                   5 years     5 years     5 years

</TABLE>
    In December 1999, the Company adopted a resolution to reprice all stock
    options granted to employees under the 1994 or 1997 Plans.  The
    exercise price of all options granted that exceeded $2.19 per share was
    repriced to $2.19 per share.  The pro forma income per share
    disclosures below were modified in accordance with SFAS No. 123.

    The Company applies APB Opinion No. 25 in accounting for its stock
    options issued to employees, and accordingly, no compensation cost has
    been recognized for its stock options in the financial statements.  Had
    the Company determined compensation cost for the 1994 Plan and 1997
    Plan based on the fair value at the grant date for its stock options
    under SFAS No. 123, the Company's fiscal 2001, 2000, and 1999 pro forma
    net loss and pro forma net loss per common share would have been
    adjusted to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                 2001        2000        1999
<S>                                            <C>         <C>         <C>

    Net loss:       As reported                $(639,526)  $(369,097)  $(490,039)
                    Pro forma for SFAS No. 123  (804,671)   (512,873)   (917,769)

    Loss per share: As reported                $    (.08)  $    (.05)  $    (.06)
                    Pro forma for SFAS No. 123      (.10)       (.06)       (.12)
</TABLE>

    The above pro forma disclosure reflects only options granted during
    fiscal years 2001, 2000, and 1999.  Therefore, the full impact of
    calculating compensation cost for stock options under SFAS No. 123 is
    not reflected in the pro forma net loss amounts presented above because
    compensation cost is reflected over the options' vesting period of five
    years and compensation cost for options granted prior to February 1,
    1998 is not considered.

                                   (Continued)

                                       F-18

<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)


7.  INCOME TAXES

    As of January 28, 2001, the Company has net operating loss
    carryforwards for federal and state income tax purposes.  These result
    in deferred tax assets that, if not used, expire as follows:

<TABLE>
<CAPTION>
Fiscal Year                      Operating Loss Carryforwards
  Ending        Federal     Kansas      Oklahoma    Missouri   Arkansas     Virginia
<S>           <C>         <C>         <C>         <C>         <C>         <C>
  2002        $  984,000  $      --   $  294,000  $   98,000  $  125,000  $   30,000
  2003         1,193,000     11,000      401,000     139,000     151,000      84,000
  2004           434,000      8,000      163,000      60,000      30,000      48,000
  2005           134,000         --       52,000          --      14,000      18,000
  2006             6,000      4,500        2,000          --      10,000          --
  2007                --    470,000           --          --          --          --
  2008           180,000    811,000           --          --          --          --
  2009            45,000    330,000       60,000          --          --          --
  2010                --    125,000           --          --          --          --
  2011           114,000     92,000       51,000          --          --          --
  2012         1,524,000         --      518,000          --          --      72,000
  2013         1,706,000         --      598,000     103,000          --      13,000
  2014                --         --      152,000          --          --          --
  2015                --         --       75,000          --          --          --
  2016                --         --       55,000          --          --          --
  2019           567,000         --           --      49,000          --      13,000
  2020           233,000         --           --      19,000          --       2,000
  2021           172,000         --           --      14,000          --       1,000

              $7,292,000  $1,851,500  $2,421,000  $  482,000  $  330,000  $  281,000
</TABLE>

    The Company also has approximately $346,000 of certain general business
    credit carryforwards that, if not used, will expire in years through
    2020.

    The total provision for income taxes varied from the federal statutory
    rate for the following reasons:

<TABLE>
<CAPTION>
                                            2001        2000        1999
<S>                                        <C>         <C>         <C>

       Computed "expected" tax benefit     (34.0)%     (34.0)%     (34.0)%
       Increase in income taxes resulting
         from:
           Losses producing no financial
             statement tax benefit          34.0%       34.0%       34.0%

                                              --%         --%         --%
</TABLE>

                                   (Continued)

                                       F-19

<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)


7.  INCOME TAXES (CONTINUED)

    The tax effects of temporary differences that give rise to significant
    portions of the deferred tax assets and deferred tax liabilities at
    January 28, 2001 and January 30, 2000 are presented below:

<TABLE>
<CAPTION>
                                                  2001          2000
<S>                                            <C>           <C>
        Deferred tax assets:
          Net operating loss carryforwards     $2,806,000    $2,960,000
          General business credits                379,000       250,500
          Capital leases                           87,700        81,350
          Debt guarantee expense                  172,000       134,775
          Provision for restaurant closings        94,200            --
          Other                                    16,900        15,535

            Total gross deferred tax assets     3,555,800     3,442,160
            Less valuation allowance           (3,289,500)   (3,143,000)

            Net deferred tax assets               266,300       299,160

        Deferred tax liabilities:
          Property and equipment                 (266,300)     (299,160)

            Net deferred tax assets            $       --    $       --

</TABLE>

8.  RESTAURANT CLOSINGS, DISPOSITIONS, AND CONVERSIONS

    During the last quarter of fiscal 2001, management decided that one
    store, which had generated operating losses for two years, would be
    closed during fiscal 2002.  Management estimates the store will be
    closed by May 1, 2001, and certain costs related to the store closure
    have been recorded as an "accrual for restaurant closings" in the
    accompanying consolidated balance sheet as of January 28, 2001.  These
    closure costs include accrued lease costs of $35,850 to be incurred
    during the time management estimates it will need to find a sublessee
    for the facility after store closure, and a $212,045 impairment loss
    from leasehold improvements and other equipment that management
    believes would have no fair value or use outside the restaurant.  The
    Company incurred operating losses on this store of $68,194 and $46,017
    in fiscal years 2001 and 2000, respectively.  Management judgment is
    inherent in the estimated fair value of the assets and time needed to
    find a sublessee, and accordingly, actual results could vary from such
    estimates.

                                   (Continued)

                                       F-20

<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)


8.  RESTAURANT CLOSINGS, DISPOSITIONS, AND CONVERSIONS (CONTINUED)

    During fiscal 2000, the Company converted its last Cotton Patch Cafe
    restaurant to an Amarillo Grill.  The Company incurred an operating
    loss of $60,000 in 2000 on the Cotton Patch Cafe prior to its closure.
    These costs are included in the results from operations in the
    Statement of Operations.

    During fiscal 1999, the Company closed one and converted another
    restaurant to an Amarillo Grill.  The Company incurred operating losses
    on these stores of $124,141 prior to closure in 1999, and an additional
    $42,000 in losses on the closed store in 2000 due to the Company still
    being under lease on the facility until August 1999.  These costs are
    included in the results from operations in the Statement of Operations.


9.  FAIR VALUE OF FINANCIAL INSTRUMENTS

    The Company has determined the fair value of its financial instruments
    in accordance with SFAS No. 107, Disclosures About Fair Value of
    Financial Instruments.  The carrying amounts of variable rate debt
    instruments approximate their fair value because the interest rates on
    these instruments change with market interest rates.  For all other
    financial instruments, including cash, accounts receivable, accounts
    payable, and other accrued liabilities, the carrying amounts
    approximate fair value because of the short maturity of these
    instruments.


10. LIQUIDITY

    At January 28, 2001, the Company had current liabilities in excess of
    current assets of $1,675,794 and a stockholders' deficit of $1,093,025.
    The Company reported a net loss of $639,526 and cash provided by
    operating activities of $818,763 for fiscal 2000.

    Management estimates that the Amarillo Grill restaurants opened in
    fiscal 1999, 2000, and 2001 will generate sufficiently increased cash
    flow from operations that will enable the Company to meet its financial
    obligations in fiscal 2002 as they come due.

    As explained in Note 4, the Company refinanced its note payable to bank
    in April 2001 to extend its term through April 2002.  The Company's
    ability to refinance this note is dependent on obtaining certain
    stockholders' guarantees.  There is no assurance the guarantors will
    continue their commitments on the debt beyond future maturity dates.



                                   (Continued)

                                       F-21

<PAGE>

                  AMARILLO MESQUITE GRILL, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Continued)


11. LITIGATION

    The Company is a party to various litigation arising in the normal
    course of conducting business in the litigious U.S. business
    environment.  Management does not expect any material amounts of future
    loss as a result of such litigation.


12. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)


    Year Ended January 28, 2001

<TABLE>
<CAPTION
                                        Year Ended January 28, 2000
                                First       Second        Third      Fourth
                                Quarter     Quarter      Quarter     Quarter

<S>                           <C>          <C>          <C>          <C>
    Net sales                 $5,629,353   $5,127,450   $5,260,497   $4,791,304

    Operating income (loss)      288,808      109,230       80,570     (355,214)

    Net income (loss)            104,842      (81,834)    (114,431)    (548,103)

    Net income (loss) per share     0.01        (0.01)       (0.01)       (0.07)

</TABLE>

                                       F-22


<PAGE>


                                 EXHIBIT INDEX

3.1    Restated Articles of Incorporation of Grandy's of El Paso,
       Inc. and Change of Corporate Name to Maverick
       Restaurant Corporation and Certificate of Correction to
       Restated Articles of Incorporation of Grandy's of El
       Paso, Inc. changing the Corporate Name to Maverick
       Restaurant Corporation as filed with the Secretary of
       State of the State of Kansas on July 28, 1983 and
       August 18, 1983, respectively (filed as Exhibit 3.1 to
       Registration No. 2-86266-FW and such exhibit is hereby
       incorporated by reference).

3.2    Certificate of Amendment to Articles of Incorporation as
       filed with the Secretary of State of the State of
       Kansas on May 22, 1984 (filed as Exhibit 3.2 to the
       Company's Form 10-K for the fiscal year ended January
       31, 1985, and such exhibit is hereby incorporated by
       reference).

3.3    Certificate of Amendment to Articles of Incorporation as
       filed with the Secretary of State of the State of
       Kansas on May 27, 1997 changing the corporate name to
       Amarillo Mesquite Grill, Inc. (filed as Exhibit 3.3 to
       the Company's Form 10-K for the fiscal year ended
       January 25, 1998, and such exhibit is hereby
       incorporated by reference

3.4    Bylaws of the Company (filed as Exhibit 3.2 to Registration
       No. 2-86266-FW and such exhibit is hereby incorporated
       by reference).

10.1   1994 Incentive Stock Option Plan (filed as Exhibit 10.9 to
       the Company's Form 10-K for the fiscal year ended
       January 31, 1995 and such exhibit is hereby incorporated
       by reference).*

10.2   1997 Incentive Stock Option Plan (filed as Exhibit A to the
       Company's Proxy Statement dated April 23, 1997 and such
       exhibit is hereby incorporated by reference).*

10.3   Promissory Note dated January 3, 2000 between the Company
       and Chris F. Hotze (filed as Exhibit 10.3 to the Company's
       Form 10-K for the fiscal year ended January 30, 2000 and
       such exhibit is hereby incorporated by reference).

21     Subsidiaries

23     Consent of Allen, Gibbs & Houlik, L.C. (filed herewith).

________________

*Management's Compensation Plan
                                      (i)

<PAGE>

                                 EXHIBIT 21

                              Subsidiaries of
                       Amarillo Mesquite Grill, Inc.

                 Amarillo Mesquite Grill of Texas, Inc., a
                             Texas corporation




                                     (ii)

<PAGE>

                                 EXHIBIT 23





             CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Amarillo Mesquite Grill, Inc:

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (nos. 33-95480 and 333-44227), of our report, dated
March 20, 2001, relating to the financial statements of Amarillo Mesquite
Grill, Inc., included in the annual report on Form 10-K, as of and for the
year ended January 28, 2001.




                                           Allen, Gibbs & Houlik, L.C.


Wichita, Kansas
April 27, 2001






                                     (iii)