UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ------------
                                   FORM 10-K/A

{X}  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
            Act of 1934 For the fiscal year ended December 29, 2002
                                       or
{ } Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
          Act of 1934 For the transition period from ______ to ______.

                        Commission file number 333-57931
                                    ---------

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


Delaware                                                 61-1327945
----------------------------------------    ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)
2301 River Road
Louisville, Kentucky                                       40206
----------------------------------------    ------------------------------------
(Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (502) 893-0323

        Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act: Common Stock, par
value $.01 per share

Indicated  by check  mark  whether  the  registrant:  (1) has filed all  reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No____

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  Yes _____    No _____

Indicated 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  the  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}

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant on March 3, 2003, was approximately $2,333,000.  For purposes of this
calculation,   shares  held  by   non-affiliates   excludes  only  those  shares
beneficially owned by officers,  directors and shareholders  beneficially owning
10% or more of the outstanding  Common Stock.  The market value  calculation was
determined  using the closing  sale price of the  registrant's  common  stock on
March 3, 2003 ($1.12) as reported on The Nasdaq Small Cap Market.

The number of shares of common stock,  par value of $.01 per share,  outstanding
on March 3, 2003, was 5,916,153.




<PAGE>
PART III

This amendment is being filed to furnish the  information  required by Items 10,
11, 12 and 13. The  amendment is necessary due to the fact that the Company will
not be filing a definitive  proxy  statement  within 120 days of its fiscal year
end.

ITEM 10.   DIRECTORS AND OFFICERS OF THE REGISTRANT

DIRECTORS

The  following  table lists the board of directors of the Company as of December
29, 2002. There are no family relationships among any directors of the Company.

Name                       Age
----                       ---
Minx Auerbach              80
Lewis Bass                 81
George R. Keller           53
James F. Koch              59
David G. Lloyd             40
David M. Roth              52
Terrance A. Smith          57

The Company's Certificate of Incorporation and its Bylaws provide that the Board
of Directors  shall consist of not less than five nor more than 11 directors and
authorize  the exact  number to be fixed  from time to time by  resolution  of a
majority of the Board of Directors.  The Board of Directors has fixed the number
of members at eight.  As of December 29, 2002,  there is one vacant  position on
the board.

The  Company's  By-Laws  provide  that the Board of  Directors  has the right to
divide the Board of Directors  into three classes of directors  with  staggered,
three-year terms of office,  and provide that upon the expiration of the term of
office for a class of directors, the nominees for that class will be elected for
a term of three years to serve until the  election  and  qualification  of their
successors or until their earlier resignation,  death or removal from office. At
its February 16, 2000  meeting,  the Board of Directors  divided its  membership
into three classes.  Upon expiration of the term of each class, the nominees for
that class will thereafter be elected for a term of three years.

CLASS I - TERM EXPIRING 2003

David M. Roth
Director of the Company since 1997                   Age: 52

David M. Roth has served as a  Director  of the  Company  since it was formed in
1997. Mr. Roth was also a founding member of Tumbleweed,  LLC from its inception
in 1994 to its merger with the Company in January 1999. Mr. Roth is currently Of
Counsel in the Louisville,  Kentucky law firm of Goldberg & Simpson, P.S.C. From
December 1993 to August 1999,  Mr. Roth was a principal of Roth,  Foley,  Bryant
and Cooper, and Roth and Cooper, P.S.C., Louisville, Kentucy law firms.

David G. Lloyd
Director of the Company since 2002                   Age: 40

David G. Lloyd has served as a Director of the Company since 2002.  Mr. Lloyd is
currently an Executive Vice President, Chief Financial Officer and member of the
Board of  Directors  of Taco Bueno  Restaurants.  From  October 1994 to February
2001, Mr. Lloys was Senior Vice President,  Chief Financial  Officer,  Secretary
and Treasurer of Taco Cabana, Inc.

                                        2

<PAGE>



CLASS II - TERM EXPIRING 2005

George R. Keller
Director of the Company since 1997                   Age: 53

George R.  Keller is the  founder of  Tumbleweed  and has been a Director of the
Company  since it was formed in 1997.  Mr. Keller also served as a member of the
Board of Advisors of  Tumbleweed,  LLC from  January 1995 to its merger with the
Company in January 1999.  From 1975 to January 1995,  Mr. Keller served as Chief
Executive Officer of Tumbleweed Mexican Food, Inc. and Tumbleweed Concepts, Inc.

Terrance A. Smith
Director of the Company since 1997                   Age: 57

Terrance A. Smith was elected as a Director  of the Company in  September  1997.
Mr. Smith has served as the President and Chief Executive Officer of the Company
since August  2000.  Since 1997,  Mr. Smith has also served as the  President of
Tumbleweed  International,  LLC. From 1987 to 1997,  Mr. Smith was the President
and CEO of Chi-Chi's International Operations, Inc.


CLASS III - TERM EXPIRING 2004

Minx Auerbach
Director of the Company since 1997                   Age:  80

Minx  Auerbach  has served as a Director of the  Company  since it was formed in
1997.  Ms.  Auerbach  also  served  as a  member  of the  Board of  Advisors  of
Tumbleweed,  LLC from  January  1995 to its merger  with the  Company in January
1999. From 1975 to 1979, Ms.  Auerbach was the Director of Consumer  Affairs for
the City of Louisville, Kentucky. From 1979 to 1984, she served as the Executive
Assistant to the County  Judge  Executive of  Jefferson  County,  Kentucky.  Mr.
Auerbach is currently retired.

James F. Koch
Director of the Company since 2000                   Age: 59

James F. Koch has served as a Director  of the Company  since 2000.  Mr. Koch is
currently a partner and director in the Louisville,  Kentucky public  accounting
firm of Carpenter,  Mountjoy & Bressler,  PSC. From March 1994 to June 1996, Mr.
Koch was the Chief Financial Officer of Seed Restaurant Group, Inc.

Lewis Bass
Director of the Company since 1997                   Age: 81

Lewis Bass has served as a Director of the Company  since it was formed in 1997.
Mr. Bass also served as a member of the Board of  Advisors  of  Tumbleweed,  LLC
from  January 1995 to its merger with the Company in January  1999.  Mr. Bass is
currently retired.










                                        3

<PAGE>



EXECUTIVE OFFICERS

         The following  table lists the executive  officers of the Company,  who
serve  at  the  pleasure  of  the  Board  of  Directors.  There  are  no  family
relationships among any officers or directors of the Company.


Name                    Age    Position
----                    ---    --------
Terrance A. Smith       57     President, Chief Executive Officer, and Director
Glennon F. Mattingly    51     Vice President and Chief Financial Officer
Gary T. Snyder          48     Vice President of Company Operations
Lynda J. Wilbourn       40     Vice President and Controller

Terrance A. Smith has served as  President  and Chief  Executive  Officer of the
Company  since  August  2000,  and is a Director of the  Company.  Mr. Smith was
elected as a director of the Company in September  1997.  From 1997 to 2002, Mr.
Smith also served as the President of Tumbleweed  International,  LLC. From 1987
to  1997,  Mr.  Smith  was  the  President  and CEO of  Chi-Chi's  International
Operations, Inc.

Glennon F.  Mattingly  joined  Tumbleweed,  LLC, the Company's  predecessor,  as
Controller in March 1995 and was named Vice  President-Controller  in April 1998
and Chief Financial Officer in August 2001. Mr. Mattingly continues to serve the
Company in that  capacity.  Before  coming to  Tumbleweed,  Mr.  Mattingly  held
various  positions  with Chi-  Chi's,  Inc.  including  six years as Director of
Budgeting and Financial Analysis.

Gary T. Snyder joined Tumbleweed, LLC, the Company's predecessor, as Director of
Training and Human  Resources in June 1996 and was appointed  Vice  President of
Company  Operations in April 1998. Mr. Snyder  continues to serve the Company in
that capacity. He previously served for 17 years with Bob Evans Farms, Inc.

Lynda  J.  Wilbourn  joined  Tumbleweed,  Inc.  in  March  1999 as  Director  of
Accounting  and was named Vice  President and  Controller in November  2001. Ms.
Wilbourn continues to serve the Company in that capacity. From 1987 to 1999, Ms.
Wilbourn held various  positions  with NTS  Corporation,  a regional real estate
development firm headquartered in Louisville,  Kentucky, including five years as
Vice President of Accounting.

ITEM 11.  EXECUTIVE COMPENSATION

This item  discloses  compensation  for services  rendered to the Company during
each of the three  fiscal years in the period  ended  December  29, 2002,  which
compensation was awarded to, paid to, or earned by the Company's Chief Executive
Officer and two other  executive  officers of the Company whose salary and bonus
exceeded $100,000 in 2002.
Collectively, these persons are sometimes referred to as the "Named Executives."







                                        4

<PAGE>

<TABLE>
<CAPTION>



                                                         SUMMARY COMPENSATION TABLE
                                                                                                 Long-Term        All Other
                                                                Annual Compensation             Compensation    Compensation
                                                                -------------------             ------------    ------------
                                                                                 Other Annual       Stock
Name and Principal Position                  Year         Salary       Bonus     Compensation     Options#
---------------------------                  ----         ------       -----     ------------     ---------
<S>                                          <C>      <C>         <C>             <C>           <C>                <C>
Terrance A. Smith (1)                        2002     $  231,726  $          0    $  6,500            0            $     0
President and Chief Executive Officer        2001        215,994        37,000       6,000       50,000(2)               0
                                             2000         86,429             0       2,500      367,236(3)          42,987 (4)

Gary T. Snyder                               2002         96,154        19,063       6,500            0                  0
Vice President of Company                    2001         95,054         7,500       4,500            0                  0
Operations                                   2000         89,996        17,169       3,600       15,000(5)               0

Glennon F. Mattingly
Vice President and Chief Financial           2002         96,154        16,562       6,000            0                  0
   Officer (6)                               2001         90,436         5,000       4,200            0                  0

<FN>

(1)      Mr. Smith was named President and Chief Executive Officer in August 2000.

(2)      50,000 options were granted to Mr. Smith on August 2, 2001 under the Tumbleweed, Inc. 1998 Stock Option
         and Incentive Compensation Plan.

(3)      Mr. Smith received three separate grants during 2000.  He received 42,000 options on August 2, 2000, 125,000
         options on August 3, 2000 and 200,236 options on August 11, 2000, all under the Tumbleweed, Inc. 1998 Stock
         Option and Incentive Compensation Plan.

(4)      Represents relocation expenses.

(5)      15,000 options were granted to Mr. Snyder on August 11, 2000 under the Tumbleweed, Inc. 1998 Stock Option
         and Incentive Compensation Plan.

(6)      Mr. Mattingly was appointed as Chief Financial Officer in August 2001.

</FN>
</TABLE>















                                        5

<PAGE>



                                           OPTION GRANTS IN FISCAL 2002

The following table presents information regarding options to purchase shares of
Common Stock  granted by the Company  during 2002 to the Named  Executives.  The
Company has no outstanding SARs and granted no SARs during 2002.
<TABLE>
<CAPTION>


                                                                                   Potential realizable value (2) at
                                                                                          assumed annual
                                                                                       rates of stock price
                               Individual Grants                                   appreciation for option term
--------------------------------------------------------------------------------   -----------------------------

                         Number of     Percent of total
                         securities      options/SARs
                         underlying       granted to    Exercise or
                        Options/SARs     employees in    base price  Expiration
        Name          granted (#) (1)    fiscal year     ($/Share)      Date          5% ($)        10% ($)
        ----          ---------------    -----------     ---------      ----          ------        -------

<S>                          <C>             <C>
Terrance A. Smith            0               0.0%           N/A         N/A            N/A            N/A

Gary T. Snyder               0               0.0%           N/A         N/A            N/A            N/A

Glennon F. Mattingly         0               0.0%           N/A         N/A            N/A            N/A
<FN>


(1)      Options  generally vest and become  exercisable at a rate of 1/3 of the
         total  number of shares  specified  in the option grant during each 12-
         month period  following one year from the date of grant.  To the extent
         any optionee does not exercise an option as to all shares for which the
         option was exercisable  during any 12-month period,  the balance of the
         unexercised  options shall  accumulate and the option,  with respect to
         those shares,  will be exercisable at any later time before expiration.
         Options expire 10 years from the date of grant.

(2)      The  Potential  Realizable  Values  illustrate  values  that  might  be
         realized upon exercise  immediately prior to the expiration of the term
         of these options using 5% and 10%  appreciation  rates,  as required by
         the  Securities and Exchange  Commission,  compounded  annually.  These
         values  do not,  and are not  intended  to,  forecast  possible  future
         appreciation, if any, of the Company's stock price. Additionally, these
         values do not take into  consideration  the  provisions  of the options
         providing for vesting over a period of years or  termination of options
         following termination of employment.

</FN>
</TABLE>

                                          AGGREGATED OPTION EXERCISES IN
                                      FISCAL 2002 AND FISCAL YEAR END VALUES

No options to purchase shares of Common Stock were exercised  during 2002 by the
Named  Executives.  There were no SARs  outstanding  during 2002.  The following
table sets forth the number and value of  unexercised  options held by the Named
Executives at year end.
<TABLE>
<CAPTION>

                                                   Number of Securities
                                                   Underlying Unexercised      Value of Unexercised In-The-
                                                   Options at FY-End           Money Options at FY-End(1)
                                                   -----------------           ----------------------------
                           # Shares
                           Acquired       Value
                           on Exercise    Realized Exercisable  Unexercisable  Exercisable   Unexercisable
                           -----------    -------- ------------ -------------  -----------   -------------

<S>                             <C>          <C>    <C>              <C>           <C>            <C>
Terrance A. Smith  (2)          0            $0     273,491          155,745       0              0

Gary T. Snyder                  0             0      37,500            5,000       0              0

Glennon F. Matting              0             0      29,167            3,333       0              0


</TABLE>




                                        6

<PAGE>



(1)      The last trade of the Company's  common stock, as reported by NASDAQ on
         December 29, 2002, was $0.56.  That price was used in  calculating  the
         value  of  exercisable  and  unexercisable   options,   of  which  were
         exercisable and were unexercisable as of December 29, 2002.

(2)      The options for Mr. Smith includes 12,000 options granted in 1999,
         prior to his being named President and Chief Executive Officer.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following  table sets forth certain  information as of March 3, 2003 (except
as otherwise noted) regarding the amount of Common Stock  beneficially  owned by
all persons known to the Company who  beneficially own more than five percent of
the outstanding Common Stock, each director and each Named Executive (as defined
under "Executive  Compensation" above), and all directors and executive officers
of the Company as a group. An asterisk  indicates  beneficial  ownership of less
than one percent of the  outstanding  Common Stock. A person  beneficially  owns
shares if the person has or shares  voting or  investment  power with respect to
the shares or has the right to  acquire  such  power  within 60 days.  Except as
otherwise  noted,  each person named in the table has sole voting and investment
power with respect to the listed number of shares.
<TABLE>
<CAPTION>


                                                                              Amount and Nature
                                                                           of Beneficial Ownership
                                                                           -----------------------
                                  Name and Address of                Number                    Percentage
                                   Beneficial Owner                of Shares                    of Class
                                   ----------------                ---------                    --------
<S>                          <C>                                   <C>                            <C>
Non-Directors                Gerald A. Mansbach (1)                2,398,002                      40.5%
                             Mansbach Metal Co.
                             1900 Front Street
                             Ashland, KY 41101

                             John A. Butorac, Jr. (15)               516,439(8)                   8.7%
                             560 Sunset Road
                             Louisville, KY 40206

Directors and                Terrance A. Smith                       353,415                      6.0%
Executive                    2301 River Road
Officers                     Louisville, KY 40206

                             George Keller                           631,385 (3)(4)               10.7%
                             4201 Paoli Pike
                             Floyd Knobs, IN 47119

                             David M. Roth                           193,428 (4)(5)               3.3%

                             Minx M. Auerbach                        168,420 (4)(6)               2.8%

                             Lewis Bass                              108,469 (4)(7)               1.8%

                             James F. Koch                            18,333(9)                    (*)

                             David G. Lloyd                                0                      0.0%

                             Gary T. Snyder                           37,600 (10)                  (*)

                             Glennon F. Mattingly                     29,767(11)(12)               (*)

                             All current directors and executive   1,555,150 (13)(14)             26.3%
                             officers as a group (10 persons)
(*) Indicates less than 1%

                                        7

<PAGE>

<FN>


(1)      Mr. Mansbach is the brother of Ms. Auerbach, who is a director.

(2)      Includes  273,491  shares,  representing  a) the options granted to the
         named  Director on February 15, 1999,  which the Director had the right
         to acquire as of February  15, 2000 (3,333  shares),  February 15, 2001
         (3,333  shares) and  February 15, 2002 (3,334  shares);  b) the options
         granted to the named Director on December 17, 1999,  which the Director
         had the right to acquire as of December 17, 2000 (667 shares), December
         17, 2001 (666 shares) and December 17, 2002 (667 shares); c) two-thirds
         of the options granted to the named Director on various dates in August
         2000,  which the  Director  had the  right to  acquire  in August  2001
         (122,412 shares) and August 2002 (122,412 shares);  and d) one-third of
         the options granted to the named Director on August 2, 2001,  which the
         Director had the right to acquire on August 2, 2002 (16,667 shares).


(3)      Includes 3,000 shares held by Mr. Keller's wife as trustee under trusts
         for Mr. Keller and his children, 2,352 shares held by Mr. Keller's
         children and 1,000 shares held by Mr. Keller as trustee for a personal
         trust.

(4)      Includes  17,000  shares,  representing  a) the options  granted to the
         named  Director on February 15, 1999,  which the Director had the right
         to acquire as of February  15, 2000 (3,333  shares),  February 15, 2001
         (3,333  shares) and  February 15, 2002 (3,334  shares);  b) the options
         granted to the named Director on December 17, 1999,  which the Director
         had the right to acquire as of December 17, 2000 (667 shares), December
         17, 2001 (666  shares),  and  December  17, 2002 (667  shares);  and c)
         two-thirds of the options  granted to the named  Director on August 11,
         2000,  which the  Director  had the right to acquire on August 11, 2001
         (2,500 shares) and August 11, 2002 (2,500 shares).

(5)      Mr. Roth's wife holds 75,441 of the listed  shares.   Mr. Roth's shares
         also include 95,736 shares held or beneficially owned by entities
         controlled by members of his family.

(6)      Ms. Auerbach holds 151,419 of these shares as trustee for a family
         trust.

(7)      Includes 53,417 shares held in a family trust

(8)      Mr. Butorac and his wife held 115,843 shares jointly.  Mr. Butorac's
         wife also holds 400,595 of the listed shares as trustee for their
         children.

(9)      Includes 3,333 shares representing one-third of the options granted to
         the named Director on December 1, 2001, which the Director had
         the right to acquire as of December 1, 2002.

(10)     Includes  37,500  shares  representing  a) the  options  granted to Mr.
         Snyder on February  15,  1999,  which he had the right to acquire as of
         February 15, 2000 (8,333 shares),  February 15, 2001 (8,333 shares) and
         February 15, 2002 (8,334 shares);  b) the options granted to Mr. Snyder
         on December 17, 1999,  which he had the right to acquire as of December
         17, 2000 (833 shares),  December 17, 2001 (834 shares) and December 17,
         2002 (833  shares);  and c)  two-thirds  of the options  granted to Mr.
         Snyder on August  11,  2000,  which he had the right to  acquire  as of
         August 11, 2001 (5,000 shares) and August 11, 2002 (5,000 shares).

(11)     Mr. Mattingly's wife holds 400 of the listed shares in an IRA.

(12)     Includes  29,167  shares  representing  a) the  options  granted to Mr.
         Mattingly on February 15, 1999, which he had the right to acquire as of
         February 15, 2000 (6,667 shares),  February 15, 2001 (6,666 shares) and
         February  15,  2002  (6,667  shares);  b) the  options  granted  to Mr.
         Mattingly on December 17, 1999, which he had the right to acquire as of
         December  17, 2000 (833  shares),  December  17, 2001 (834  shares) and
         December  17,  2002 (833  shares);  and c)  two-thirds  of the  options
         granted to Mr.  Mattingly on August 11, 2000, which he had the right to
         acquire as of August 11, 2001 (3,333  shares and August 11, 2002 (3,334
         shares).

(13)     Includes  81,000  shares,   representing  a)  the  options  granted  to
         executive  officers,  which are not  directors,  on February  15, 1999,
         which the  officers  had the right to acquire as of  February  15, 2000
         (15,000  shares),  February 15, 2001  (15,000  shares) and February 15,
         2002 (15,000  shares);  b) the options  granted to executive  officers,
         which are not directors,  on March 22, 1999, which the officers had the
         right to acquire as of March 22,  2000 (3,333  shares),  March 22, 2001
         (3,333  shares)  and March 22,  2002  (3,334  shares);  c) the  options
         granted to executive officers, which are not directors, on December 17,
         1999,  which the  officers  had the right to acquire as of December 17,
         2000 (2,001 shares),  December 17, 2001 (2,000 shares) and December 17,
         2002 (1,999  shares);  and d) two-thirds of the options  granted to the
         executive officers,  which are not directors, on August 11, 2000, which
         the  officers  had the right to acquire as of August 11,  2001  (10,000
         shares) and August 11, 2002 (10,000 shares).

(14)     Includes  344,824  shares,  representing  a) the options granted to the
         named Directors on February 15, 1999, which the Directors had the right
         to acquire as of February 15, 2000 (16,667  shares),  February 15, 2001
         (16,667 shares) and February 15, 2002 (16,666  shares);  b) the options
         granted  to the  named  Directors  on  December  17,  1999,  which  the
         Directors  had the right to  acquire as of  December  17,  2000  (3,332
         shares),  December 17, 2001 (3,333 shares) and December 17, 2002 (3,335
         shares);  and  c)  two-thirds  of the  options  granted  to  the  named
         Directors on various dates in August 2000,  which the Directors had the
         right to acquire as of August 11, 2001 (132,412  shares) and August 11,
         2002 (132,412 shares); d) one-third of the options granted to the named
         Directors  on August 2,  2001,  which  the  Directors  had the right to
         acquire as of August 2, 2002 (16,667  shares);  and e) one-third of the
         options granted to the named  Directors on December 1, 2001,  which the
         Directors  had the the right to acquire as of  December  1, 2002 (3,333
         shares).

(15)     In February 2002, Mr. Butorac resigned as a Director of the Company.
</FN>
</TABLE>


                                        8

<PAGE>



ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Prior to the  completion of the initial  public  offering of common stock by the
Company,  the  Company's  Board of  Directors  adopted a policy  that all future
transactions  between  the  Company  and  its  officers,  directors,   principal
stockholders  and  affiliates  must be approved by the Audit  Committee and by a
majority of the independent members of the Board of Directors who do not have an
interest in the transaction, and generally must be on terms no less favorable to
the Company than those  obtainable  from unrelated  third  parties.  Some of the
following  transactions  occurred  prior to the  adoption of this  policy,  and,
although  these   transactions   necessarily   involve  conflicts  of  interest,
management  believes that all of those  transactions  were entered into on terms
comparable  to  those  obtainable  from  unrelated  third  parties,  based  on a
comparison of terms and conditions available from third parties.

LEASES WITH RELATED PARTIES

The Company  leases the  facilities  and related real property for its Bardstown
Road and Valley Station restaurants from TW-DixieBash,  LLC, a limited liability
company in which David M. Roth,  John A.  Butorac,  Jr. And James M.  Mulrooney,
current and former  directors of the Company,  own  substantial  interests.  The
Bardstown Road and Valley Station restaurants in Louisville,  Kentucky opened in
November  1997 and January  1998,  respectively.  The  Bardstown  Road  sublease
provides for the  assumption of all rent under the ground lease  agreement  with
Bashford Manor Mall,  Joint Venture.  The sublease also provides for rent in the
amount of $7,000 per month plus 30% of the restaurant's  positive net cash flow.
The lease is for a  twenty-year  term with no option to renew.  The Company paid
rent totaling $180,434 during 2002. The Valley Station sublease provides for the
assumption of all rent under the Holiday Station  Associates  Limited Lease. The
sublease  also  provides for rent in the amount of $5,000 per month  thereafter,
plus 30% of the  restaurant's  positive  net cash flow.  The  sublease  is for a
twenty-year  term with options to renew for three  additional  five- year terms.
The Company paid rent  totaling  $148,834  during 2002 under the Valley  Station
sublease.

RELATED PARTY TRANSACTIONS

In August 1997,  Tumbleweed,  LLC entered into the International  Agreement with
Tumbleweed International, LLC ("International"), a restaurant developer based in
Hanau,  Germany.  The  International  Agreement  granted  certain  licensing and
franchising   rights  to   International   for  the  development  of  Tumbleweed
restaurants  outside  of the  Western  Hemisphere.  International  was a limited
liability company owned by three  corporations  which are controlled by Terrance
A. Smith,  David M. Roth, George R. Keller and Minx Auerbach,  current directors
and stockholders of the Company.

On  January  1,  2002,   the  Company   purchased  the  ownership   interest  in
International  for $1.5  million  from TW-  International  Investors,  Inc.  and
Chi-Chi's   International   Operations,   Inc.  ("CCIO").   CCIO  owned  40%  of
International.  The President and Chief Executive  Officer of the Company is the
sole shareholder of CCIO. Members of TW- International  Investors,  Inc. include
three current directors of the Company. The audit committee obtained the opinion
of an independent  appraiser  regarding the $1.5 million value of International.
The   acquisition   gives  the  Company   direct  control  and  benefit  of  the
international  licensing  of the  Tumbleweed  concept.  In  connection  with the
acquisition,  the  Company  assumed  an  existing  $1.4  million  bank  loan  of
TW-International Investors, Inc. and issued 76,923 shares of its common stock to
CCIO.  The  Company  has  entered  into a  commission  agreement  with  CCIO  in
connection with the sale of international regional licenses by International.

The  transaction  was  accounted  for as a purchase and the  purchase  price was
allocated  to the  intangible  assets  acquired - the  Tumbleweed  international
licensing rights and existing franchise contracts.










                                        9

<PAGE>



The allocation of the purchase price is summarized as follows:


Note payable                          $        1,425,968
Common stock                                         769
Paid-in capital                                   99,229
                                       -----------------
                                      $        1,525,966
                                       =================
Intangible assets:
   Tumbleweed licensing rights        $        1,455,966
   Contracts in place                             70,000
                                       -----------------
                                      $        1,525,966
                                       =================

The Company  guaranteed  certain  equipment leases with a bank for TW-Tennessee,
LLC, a former franchisee (TW- Tennessee) of the Company in which the Company and
David M. Roth, a Director of the Company, were formerly members. The Company has
agreed to assume  and pay one of the  equipment  leases  totaling  approximately
$125,000  and remains  contingently  liable on two other  equipment  leases that
currently have a remaining  balance of  approximately  $36,000 which the Company
believes will be assumed and paid by other guarantors.  In the fourth quarter of
2001, the Company reserved  $125,000 to cover its portion of the equipment lease
it assumed.  As of December  29,  2002,  the  reserve  balance is  approximately
$74,000 which  management  believes is sufficient to satisfy the remaining lease
obligation.  The  Company's  management  believes it will not incur  significant
additional losses in connection with this matter.

Two common  stockholders,  one of which is David M. Roth, a current  director of
the Company,  are members in TW- Indiana,  LLC, which in April 1998 acquired the
franchise  rights to five  full-service  Tumbleweed  restaurants  in Indiana and
Kentucky from a third party. As of December 29, 2002,  TW-Indiana,  LLC operated
eight  full-service  Tumbleweed  restaurants.  Franchise  fees  recorded  by the
Company in relation to this entity were  approximately  $477,000 in 2002.  As of
December 29, 2002,  the Company had an interest free note  receivable of $45,000
from  TW-Indiana,  LLC with a maturity date of December 31, 2002.  Subsequent to
December 29, 2002, the note receivable was repaid.

TW-Indiana,  LLC and David M. Roth, a current director of the Company,  are also
members  of  TW-Seymour,  LLC,  a  franchisee  of the  Company  which  opened  a
full-service  Tumbleweed  restaurant  in Indiana  during  1999.  Franchise  fees
recorded by the Company in relation to the entity were approximately  $50,000 in
2002.

David M. Roth,  a current  director  of the  Company,  and  Terrance  A.  Smith,
President,  Chief Executive  Officer and a current director of the Company,  are
members of  TW-Rivertown,  LLC,  which  constructed  a  full-service  Tumbleweed
restaurant  in  Grandville,   Michigan.   Tumbleweed,   Inc.  performed  certain
accounting  services for this  restaurant  under an agreement which provided for
the  reimbursement  of  costs  incurred.   During  2002,  this  location  ceased
operations.  The Company did not record any royalties,  management or accounting
fees from this franchisee in 2002.

During the year ended December 31, 2000, the Company made a $200,000  investment
in  TW-Springhurst,  LLC  ("TW-  Springhurst"),  the  owner  and  operator  of a
Tumbleweed  restaurant in Louisville,  Kentucky.  Through December 31, 2001, the
Company  had a 50%  interest  with  the  remaining  50%  held by  TW-Springhurst
Investors,  LLC. David M. Roth, a current director of the Company,  and a former
director of the Company owned TW-Springhurst Investors, LLC. On January 1, 2002,
the Company acquired the remaining 50% interest held by TW-Springhurst Investors
for $267,000.  The  acquisition  was funded from cash reserves  ($150,000) and a
note payable to TW-Springhurst  Investors  ($117,000).  The Company also assumed
TW-Springhurst,   LLC's  note   payable  to  a  bank  which  had  a  balance  of
approximately  $161,000 on the date of purchase price.  An independent  business
valuation  appraisal was used to assist Company  management in  determining  the
purchase price.







                                       10

<PAGE>



The purchase price has been allocated as follows:


Assets and liabilities acquired:
   Inventory                          $         55,674
   Property and equipment                      317,601
   Deposits                                      1,200
   Other                                         5,677
   Note payable                               (161,394)
                                       ---------------
                                               218,758
Investment in TW-Springhurst                  (126,415)
Goodwill                                       174,657
                                       ---------------
                                      $        267,000
                                       ===============

During 2002,  David M. Roth, a director of the Company,  was of counsel with the
law firm of Goldberg & Simpson,  P.S.C.  which  provided  legal  services to the
Company  during 2002 and may be expected to render such  services to the Company
in the future.  The Company paid $9,694 in fees for legal  services  rendered by
Goldberg & Simpson, P.S.C. in 2002.













                                       11

<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 amended report to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of
Louisville, State of Kentucky.


                                              TUMBLEWEED, INC.



                                      /s/ Terrance A. Smith
                                      --------------------------------
                                By:   Terrance A. Smith
                                      President and Chief Executive Officer

Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,  this
amended report has been signed by the following persons in capacities and on the
dates indicated.

                                       Title                            Date
                                       -----                            ----


    /s/ Terrance A. Smith
----------------------------
Terrance A. Smith             President, Chief Executive icer     April 28, 2003
                                Officer and Director


    /s/ Glennon F. Mattingly
----------------------------
Glennon F. Mattingly          Vice President and                  April 28, 2003
                                Chief Financial Officer
                                (Principal Accounting Officer)

    /s/ David M. Roth
----------------------------
David M. Roth                 Director                            April 28, 2003


    /s/ Minx Auerbach
Minx Auerbach                 Director                            April 28, 2003


    /s/ Lewis Bass
Lewis Bass                    Director                            April 28, 2003


    /s/ George R. Keller
----------------------------
George R. Keller              Director                            April 28, 2003


    /s/ James F. Koch
----------------------------
James F. Koch                 Director                            April 28, 2003



    /s/ David Lloyd
----------------------------
David Lloyd                   Director                            April 28, 2003

                                       12