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U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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Form 10-Q/A

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the period ended March 31, 2001

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) THE SECURITIES EXCHANGE ACT
|--- | -----------------------------------------------------------------------------

Commission file number 0-25366

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AUSTINS STEAKS & SALOON, INC.(Exact name of small business issuer as specified in its charter)

Delaware

86-0723400(State or other jurisdiction of
Incorporation or organization)

(I.R.S. Employer
Identification No.)


317 Kimball Avenue, NW
Roanoke, VA 24016(Address of principal executive office)

(540) 345-3195(Issuer's telephone number)

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Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 / /

As
of May 21, 2001, there were 12,079,900 shares of the issuer's common stock outstanding.

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AUSTINS STEAKS & SALOON, INC.  Form 10-Q/A Index  Three Months Ended March 31, 2001

|                               |                                                                                             |  |                                                                                       |  | Page
|------------------------------ | ------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|PART I.  FINANCIAL INFORMATION |                                                                                             | 
|                               | Item 1.                                                                                     |  | Financial Statements (unaudited)                                                      |  |     
|                               | Consolidated Balance SheetsMarch 31, 2001 and December 31, 2000                            |  | 2                                                                                    
|                               | Consolidated Statements of OperationsThree Months Ended March 31, 2001 and 2000            |  | 3                                                                                    
|                               | Consolidated Statement of Changes in Stockholders' EquityThree Months Ended March 31, 2001 |  | 4                                                                                    
|                               | Consolidated Statements of Cash FlowsThree Months Ended March 31, 2001 and 2000            |  | 5                                                                                    
|                               | Notes to Consolidated Financial Statements                                                  |  | 6-7                                                                                  
|                               | Item 2.                                                                                     |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 8-11
|                               | Item 3.                                                                                     |  | Quantitative and Qualitative Disclosure about Market Risk                             |  | 11  
|PART II.  OTHER INFORMATION    |                                                                                             | 
|                               | Item 1.                                                                                     |  | Legal Proceedings                                                                     |  | 11  
|                               | Item 2.                                                                                     |  | Change in Securities and Use of Proceeds                                              |  | 11  
|                               | Item 3.                                                                                     |  | Defaults Upon Senior Securities                                                       |  | 11  
|                               | Item 4.                                                                                     |  | Submission of Matters to a Vote of Security Holders                                   |  | 11  
|                               | Item 5.                                                                                     |  | Other Information                                                                     |  | 11  
|                               | Item 6.                                                                                     |  | Exhibits and Reports on Form 8-K                                                      |  | 11  

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PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements

AUSTINS STEAKS & SALOON, INC.Consolidated Balance Sheets  March 31, 2001 and December 31, 2000

|Assets                                                                                                             |                                                                                                                       | March 31, 2001 |                            | December 31, 2000
|------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------- | -------------- | -------------------------- | -----------------
|
|Current assets:                                                                                                    |                                                                                                                       |                |                            |                  
|                                                                                                                   | Cash and cash equivalents                                                                                             |                | $                          | 894,654          
|                                                                                                                   | Trade accounts receivable, net of allowance for doubtful accounts of $207,465 in 2001 and $192,465 in 2000            |                |                            | 1,015,149        
|                                                                                                                   | Current installments of notes receivable                                                                              |                |                            | 92,959           
|                                                                                                                   | Other receivables                                                                                                     |                |                            | 295,085          
|                                                                                                                   | Inventories                                                                                                           |                |                            | 285,999          
|                                                                                                                   | Prepaid expenses                                                                                                      |                |                            | 248,459          
|                                                                                                                   | Income taxes refundable                                                                                               |                |                            | 943,661          
|                                                                                                                   | Deferred income taxes                                                                                                 |                |                            | 287,817          
|                                                                                                                   |                                                                                                                       |                |                            |                  
|                                                                                                                   |                                                                                                                       |                | Total current assets       |                  
|Notes receivable, less allowance for doubtful accounts of $53,535 in 2001 and 2000, excluding current installments |                                                                                                                       |                | 325,567                    |                  
|Property and equipment, net                                                                                        |                                                                                                                       |                | 8,138,965                  |                  
|Franchise royalty contracts, net of accumulated amortization of $4,567,013 in 2001 an $4,409,439 in 2000           |                                                                                                                       |                | 4,887,418                  |                  
|Goodwill, net of accumulated amortization of $2,172,411 in 2001 and $2,058,681 in 2000                             |                                                                                                                       |                | 4,651,391                  |                  
|Favorable lease rights, net of accumulated amortization of $129,418 in 2001 and $106,150 in 2000                   |                                                                                                                       |                | 424,415                    |                  
|Financing costs, net of accumulated amortization of $51,117 in 2001 and $47,068 in 2000                            |                                                                                                                       |                | 139,186                    |                  
|Deferred income taxes                                                                                              |                                                                                                                       |                | 999,748                    |                  
|Other assets, net                                                                                                  |                                                                                                                       |                | 291,085                    |                  
|                                                                                                                   |                                                                                                                       |                |                            |                  
|                                                                                                                   |                                                                                                                       | $              | 23,921,558                 |                  
|                                                                                                                   |                                                                                                                       |                |                            |                  
|Liabilities and Stockholders' Equity                                                                               |                                                                                                                       |                |                            |                  
|Current liabilities:                                                                                               |                                                                                                                       |                |                            |                  
|                                                                                                                   | Bank overdraft                                                                                                        |                | $                          |                 
|                                                                                                                   | Credit line note payable to bank                                                                                      |                |                            | 498,000          
|                                                                                                                   | Current installments of long-term debt                                                                                |                |                            | 2,041,129        
|                                                                                                                   | Accounts payable                                                                                                      |                |                            | 3,439,901        
|                                                                                                                   | Accrued expenses and other                                                                                            |                |                            | 1,060,441        
|                                                                                                                   |                                                                                                                       |                |                            |                  
|                                                                                                                   |                                                                                                                       |                | Total current liablilities |                  
|Long-term debt, excluding current installments                                                                     |                                                                                                                       |                | 5,032,379                  |                  
|                                                                                                                   |                                                                                                                       |                |                            |                  
|                                                                                                                   |                                                                                                                       |                | Total liabilities          |                  
|Stockholders' equity:                                                                                              |                                                                                                                       |                |                            |                  
|                                                                                                                   | Common stock; $.01 par value. Authorized 20,000,000 shares; issued and outstanding 12,079,900 shares in 2001 and 2000 |                |                            | 120,799          
|                                                                                                                   | Additional paid-in capital                                                                                            |                |                            | 8,625,150        
|                                                                                                                   | Retained earnings                                                                                                     |                |                            | 3,103,759        
|                                                                                                                   |                                                                                                                       |                |                            |                  
|                                                                                                                   |                                                                                                                       |                | Total stockholders' equity |                  
|Commitments and contingencies                                                                                      |                                                                                                                       |                |                            |                  
|                                                                                                                   |                                                                                                                       |                |                            |                  
|                                                                                                                   |                                                                                                                       | $              | 23,921,558                 |                  
|                                                                                                                   |                                                                                                                       |                |                            |                  

See
accompanying notes to consolidated financial statements.

2

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AUSTINS STEAKS & SALOON, INC.Consolidated Statements of Operations  (Unaudited)

|                        |                                 | Three Months
Ended March 31,     |          
|----------------------- | ------------------------------- | -------------------------------- | ---------
|
|Revenues:               |                                 |                                  |          
|Company-operated stores |                                 | $                                | 9,867,323
|Franchise operations    |                                 |                                  | 1,513,935
|Other                   |                                 |                                  | 99,547   
|                        |                                 |                                  |          
|                        |                                 | Total revenues                   |          
|                        |                                 |                                  |          
|Costs and expenses:     |                                 |                                  |          
|                        | Cost of company-operated stores |                                  |          
|                        | Cost of franchise operations    |                                  |          
|                        | Other cost of operations        |                                  |          
|                        | Restaurant operating expenses   |                                  |          
|                        | General and administrative      |                                  |          
|                        | Depreciation and amortization   |                                  |          
|                        |                                 |                                  |          
|                        |                                 | Total costs and expenses         |          
|                        |                                 |                                  |          
|                        |                                 | Income from operations           |          
|Other income (expense): |                                 |                                  |          
|                        | Interest expense                |                                  |          
|                        | Interest income                 |                                  |          
|                        | Other                           |                                  |          
|                        |                                 |                                  |          
|                        |                                 |                                  | (255,663 
|                        |                                 |                                  |          
|                        |                                 | Income before income tax expense |          
|Income tax expense      |                                 |                                  | 127,050  
|                        |                                 |                                  |          
|                        |                                 | Net Income                       |          
|                        |                                 |                                  |          
|Earnings per share:     |                                 |                                  |          
|                        | Basic                           |                                  | $        
|                        | Diluted                         |                                  | $        

See
accompanying notes to consolidated financial statements.

3

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AUSTINS STEAKS & SALOON, INC.Consolidated Statement of Changes in Stockholders' Equity  Three Months Ended March 31, 2001  (Unaudited)

|                            |  | Common Stock |  |   |         |  |   |          
|--------------------------- |  | ------------ |  | - | ------- |  | - | ---------
|
|
|Balances, December 31, 2000 |  | 12,079,900   |  | $ | 120,799 |  | $ | 8,625,150
|Net income                  |  |             |  |   |        |  |   |         
|                            |  |              |  |   |         |  |   |          
|Balances, March 31, 2001    |  | 12,079,900   |  | $ | 120,799 |  | $ | 8,625,150
|                            |  |              |  |   |         |  |   |          

See
accompanying notes to consolidated financial statements.

4

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AUSTINS STEAKS & SALOON, INC.Consolidated Statements of Cash Flows  Three Months Ended March 31, 2001 and 2000  (Unaudited)

|                                                 |                                                                                             | March 31,                                                               |                          
|------------------------------------------------ | ------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | -------------------------
|
|Cash flows from operating activities:            |                                                                                             |                                                                         |                          
|                                                 | Net Income                                                                                  |                                                                         | $                        
|                                                 | Adjustments to reconcile net income to net cash provided by (used in) operating activities: |                                                                         |                          
|                                                 |                                                                                             | Depreciation and amortization of property and equipment                 |                          
|                                                 |                                                                                             | Amortization of franchise royalty contracts, goodwill, and other assets |                          
|                                                 |                                                                                             | Provision for bad debts                                                 |                          
|                                                 |                                                                                             | Loss on sale/disposal of property and equipment                         |                          
|                                                 |                                                                                             | (Increase) decrease in:                                                 |                          
|                                                 |                                                                                             |                                                                         | Trade accounts receivable
|                                                 |                                                                                             |                                                                         | Notes receivable         
|                                                 |                                                                                             |                                                                         | Other receivables        
|                                                 |                                                                                             |                                                                         | Inventories              
|                                                 |                                                                                             |                                                                         | Prepaid expenses         
|                                                 |                                                                                             |                                                                         | Other assets             
|                                                 |                                                                                             | Increase (decrease) in:                                                 |                          
|                                                 |                                                                                             |                                                                         | Accounts payable         
|                                                 |                                                                                             |                                                                         | Accrued expenses         
|                                                 |                                                                                             |                                                                         |                          
|                                                 |                                                                                             |                                                                         |                          
|                                                 |                                                                                             |                                                                         |                          
|Cash flows from investing activities:            |                                                                                             |                                                                         |                          
|                                                 | Additions to property and equipment                                                         |                                                                         |                          
|                                                 |                                                                                             |                                                                         |                          
|                                                 |                                                                                             |                                                                         |                          
|                                                 |                                                                                             |                                                                         |                          
|Cash flows from financing activities:            |                                                                                             |                                                                         |                          
|                                                 | Net decrease in bank overdraft                                                              |                                                                         |                          
|                                                 | Net increase in credit line note payable                                                    |                                                                         |                          
|                                                 | Proceeds from long term debt                                                                |                                                                         |                          
|                                                 | Payments on long-term debt and capital leases                                               |                                                                         |                          
|                                                 |                                                                                             |                                                                         |                          
|                                                 |                                                                                             |                                                                         |                          
|                                                 |                                                                                             |                                                                         |                          
|                                                 |                                                                                             |                                                                         |                          
|Cash and cash equivalents at beginning of period |                                                                                             |                                                                         | 1,467,985                
|                                                 |                                                                                             |                                                                         |                          
|Cash and cash equivalents at end of period       |                                                                                             | $                                                                       | 894,654                  
|                                                 |                                                                                             |                                                                         |                          

See
accompanying notes to consolidated financial statements.

Noncash
investing activities:



5

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AUSTINS STEAKS & SALOON, INC.Notes to Consolidated Financial Statements  March 31, 2001 and 2000  (Unaudited)

(1) Summary of Significant Accounting Policies





(2) Earnings Per Share



|                                  |  | Income (Numerator) |         | Weighted Average Shares (Denominator) |            | Earnings Per Share Amount
|--------------------------------- |  | ------------------ | ------- | ------------------------------------- | ---------- | -------------------------
|Three months ended March 31, 2001 |  |                    |         |                                       |            |                          
|Net incomebasic and diluted      |  | $                  | 185,534 |                                       | 12,079,900 |                          
|                                  |  |                    |         |                                       |            |                          
|Three months ended March 31, 2000 |  |                    |         |                                       |            |                          
|Net incomebasic and diluted      |  | $                  | 168,791 |                                       | 12,103,824 |                          
|                                  |  |                    |         |                                       |            |                          

(3) Reportable Segments



6

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|                                   |                       | Three Months Ended March 31,       
|---------------------------------- | --------------------- | -----------------------------------
|
|Revenues from reportable segments: |                       |                                    
|                                   | Restaurants           |                                    
|                                   | Franchise and other   |                                    
|                                   |                       |                                    
|                                   |                       | Total revenues                     
|                                   |                       |                                    
|Depreciation and amortization:     |                       |                                    
|                                   | Restaurants           |                                    
|                                   | Franchising and other |                                    
|                                   |                       |                                    
|                                   |                       | Total depreciation and amortization
|                                   |                       |                                    
|Interest expense:                  |                       |                                    
|                                   | Restaurants           |                                    
|                                   | Franchising and other |                                    
|                                   |                       |                                    
|                                   |                       | Total interest expense             
|                                   |                       |                                    
|Interest income:                   |                       |                                    
|                                   | Restaurants           |                                    
|                                   | Franchising and other |                                    
|                                   |                       |                                    
|                                   |                       | Total interest income              
|                                   |                       |                                    
|Income (loss) before income taxes: |                       |                                    
|                                   | Restaurants           |                                    
|                                   | Franchising and other |                                    
|                                   |                       |                                    
|                                   |                       | Total income before income taxes   
|                                   |                       |                                    

|                              |                       | March 31, 2001                      |  | March 31, 2000
|----------------------------- | --------------------- | ----------------------------------- |  | --------------
|Gross fixed assets:           |                       |                                     |  |               
|                              | Restaurants           |                                     |  | 11,150,968    
|                              | Franchising and other |                                     |  | 1,393,970     
|                              |                       |                                     |  |               
|                              |                       | Total gross fixed assets            |  | $             
|                              |                       |                                     |  |               
|Expenditures for fixed assets |                       |                                     |  |               
|                              | Restaurants           |                                     |  | 1,603         
|                              | Franchising and other |                                     |  | 55,597        
|                              |                       |                                     |  |               
|                              |                       | Total expenditures for fixed assets |  | $             
|                              |                       |                                     |  |               

7

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Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations



8

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|                       |                                 | Three Months Ended March 31,     |     
|---------------------- | ------------------------------- | -------------------------------- | ----
|
|Revenues:              |                                 |                                  |     
|                       | Company-operated stores         |                                  | 85.9
|                       | Franchise royalties and fees    |                                  | 13.2
|                       | Other sales                     |                                  | 0.9 
|                       |                                 |                                  |     
|                       |                                 | Total revenues                   |     
|                       |                                 |                                  |     
|Costs and expenses:    |                                 |                                  |     
|                       | Cost of company-operated stores |                                  | 60.2
|                       | Cost of franchise operations    |                                  | 4.1 
|                       | Other cost of operations        |                                  | 0.7 
|                       | Restaurant operating expenses   |                                  | 20.4
|                       | General and administrative      |                                  | 4.7 
|                       | Depreciation and amortization   |                                  | 5.0 
|                       |                                 |                                  |     
|                       |                                 | Total costs and expenses         |     
|                       |                                 |                                  |     
|                       |                                 | Income from operations           |     
|Other income (expense) |                                 | (2.2                             | )   
|                       |                                 |                                  |     
|                       |                                 | Income before income tax expense |     
|                       | Income tax expense              |                                  | 1.1 
|                       |                                 |                                  |     
|                       |                                 | Net income                       |     
|                       |                                 |                                  |     

|                                        |                     | Three Months Ended March 31,
|--------------------------------------- | ------------------- | ----------------------------
|
|Restaurant Data                         |                     |                             
|Number of Company-Operated Restaurants: |                     |                             
|                                        | Beginning of period |                             
|                                        | Opened              |                             
|                                        | Closed              |                             
|                                        |                     |                             
|                                        | End of Period       |                             
|                                        |                     |                             
|Number of Quincy-operated Restaurants:  |                     |                             
|                                        | Beginning of period |                             
|                                        | Opened              |                             
|                                        | Closed              |                             
|                                        | Franchised          |                             
|                                        |                     |                             
|                                        | End of period       |                             
|                                        |                     |                             
|Number of U.S. Franchised Restaurants:  |                     |                             
|                                        | Beginning of period |                             
|                                        | Opened              |                             
|                                        | Closed              |                             
|                                        |                     |                             
|                                        | End of period       |                             
|                                        |                     |                             



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10

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Item 3.Quantitative and Qualitative Disclosure about Market Risk



EXPECTED MATURITY DATE

|                         |                       | 2001 |   | 2002  |   | 2003 |       | 2004 |   | 2005 |   | Thereafter |      | Total |   | Estimated Fair Value
|------------------------ | --------------------- | ---- | - | ----- | - | ---- | ----- | ---- | - | ---- | - | ---------- | ---- | ----- | - | --------------------
|Credit Line Note Payable |                       |      |   |       |   |      |       |      |   |      |   |            |      |       |   |                     
|                         | Variable Rate         |      | $ | 498   |   |      |      |      |   |     |   |            |     |       |   |                    
|                         | Average Interest Rate |      |   | 9.00  | % |      |      |      |   |     |   |            |     |       |   |                    
|Long-term debt           |                       |      |   |       |   |      |       |      |   |      |   |            |      |       |   |                     
|                         | Fixed Rate            |      | $ | 823   |   | $    | 521   |      | $ | 521  |   | $          | 538  |       | $ | 505                 
|                         | Average Interest Rate |      |   | 10.67 | % |      | 10.11 | %    |   | 9.94 | % |            | 9.94 | %     |   | 9.94                
|                         | Variable Rate         |      | $ | 1,159 |   |      |      |      |   |     |   |            |     |       |   |                    
|                         | Average Interest Rate |      |   | 9.00  | % |      |      |      |   |     |   |            |     |       |   |                    

PART II. OTHER INFORMATION

Item 1.Legal ProceedingsN/A

Item 2.Change in Securities and Use of ProceedsN/A

Item 3.Defaults Upon Senior SecuritiesN/A

Item 4.Submission of Matters to a Vote of Security HoldersN/A

Item 5. Other InformationRegistrant, in an effort to make a timely filing, filed the original Form 10-Q without review by any
independent public accountants. This was not disclosed in the original filing. KPMG LLP has subsequently been engaged and has completed a review of the Registrant's interim financial statements
for the three months ended March 31, 2001 in accordance with Statement on Auditing Standard No. 71. This amendment reflects any changes from the original filing. The changes did not
affect reported earnings in the previous filing.

Item 6. Exhibits and Reports on form 8-K:

(a)
Exhibits:



(b)
Reports on Form 8-K



11

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

| |  | Austins Steaks & Saloon, Inc.
| |  | -----------------------------
| |  | By:                          

Date:
May 7, 2001

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