FORM 10-KSB
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

          [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                     For Fiscal Year Ended December 31, 2000


                         Commission File Number: 0-24058

                              ATOMIC BURRITO, INC.
             (Exact name of registrant as specified in its charter)

            Oklahoma                                  73-1571194
(State or other jurisdiction of            (IRS Employer Identification No.)
incorporation or organization)

                        1601 N.W. Expressway, Suite 1910
                          Oklahoma City, Oklahoma 73118
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:    (405) 848-0996

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

Securities registered pursuant to Section 12(g) of the Act:
   Common Stock, $.001 par value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Securities  Exchange  Act of 1934 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 at least the
past 90 days. Yes [X] No [ ]

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation  S-B  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-KSB or any  amendment to
this Form 10-KSB. [ ]

Revenues of registrant for year ended December 31, 2000:         $4,711,932

Aggregate market value of voting stock held by
non-affiliates as of April 11, 2001                              $  412,500

Shares of Common Stock, $.001 par value, outstanding
as of April 11, 2001:                                             5,053,121

                       DOCUMENTS INCORPORATED BY REFERENCE

The Company's  definitive  proxy statement in connection with the Annual Meeting
of Shareholders  to be filed with the Commission  pursuant to Regulation 14A, is
incorporated by reference into Part III of this report.



<PAGE>
                              ATOMIC BURRITO, INC.

                         2000 Form 10-KSB Annual Report

                                Table of Contents

     Item

                                     Part I

           Special Note Regarding Forward Looking Statements

       1.  Description of Business

       2.  Description of Properties

       3.  Legal Proceedings

       4.  Submission of Matters to a Vote of Security Holders

                                     Part II

       5.  Market for Common Equity and Related Stockholder Matters

       6.  Management's Discussion and Analysis

       7.  Financial Statements and Supplementary Data

       8.  Changes In and Disagreements With Accountants on Accounting and
           Financial Disclosure

                                    Part III

       9.  Directors,   Executive  Officers,   Promoters  and  Control  Persons:
           Compliance with Section 16(a) of the Exchange Act

       10. Executive Compensation

       11. Security Ownership of Certain Beneficial Owners and Management

       12. Certain Relationships and Related Transactions

       13. Exhibits and Reports on Form 8-K

           Signatures


<PAGE>



                                     PART I

Special Note Regarding Forward-Looking Statements

     Certain  statements  in this Form  10-KSB  under  "Item 1.  Description  of
Business",  "Item 3. Legal  Proceedings",  "Item 6. Management's  Discussion and
Analysis"  and  elsewhere  constitute  "forward-looking  statements"  within the
meaning of the Private  Securities  Litigation  Reform Act of 1995 (the  "Reform
Act").  Such  forward-looking   statements  involve  known  and  unknown  risks,
uncertainties and other facts which may cause the actual results, performance or
achievements  of  Automic  Burrio,  Inc.  (the "Company")  and  its subsidiaries
and affiliated  partnerships to be materially different from any future results,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements. Such factors include, among others, the following:  general economic
and  business  conditions;   competition;   success  of  operating  initiatives;
development and operating costs;  advertising and promotional  efforts;  adverse
publicity;  customer  appeal and loyalty;  availability,  locations and terms of
sites  for  nightclub  development;  the  development  of the  "Atomic  Burrito"
concept;   changes  in  business  strategy  or  development  plans;  quality  of
management;  availability,  terms and development of capital; business abilities
and judgment of personnel;  availability of qualified personnel; food, labor and
employee  benefit  costs;  changes in, or the failure to comply with  government
regulations;  regional weather  conditions;  construction  schedules;  and other
factors referenced in the Form 10-KSB. The use in this Form 10-KSB of such words
as "believes",  "anticipates",  "expects", "intends" and similar expressions are
intended to identify forward-looking statements, but are not the exclusive means
of identifying such  statements.  The success of the Company is dependent on the
efforts of the Company and its  management and personnel and the manner in which
they operate and develop stores.

Item 1.  Description of Business

General

     Atomic  Burrito, Inc.  (the "Company")  was  organized  under  the  laws of
the State of Colorado in December 1989, but had no operations  until April 1993.
The Company  completed its initial  public  offering in May 1994,  from which it
received  net  proceeds of  approximately  $1.9 million from the sale of 460,000
shares of Common  Stock.  In late 1996,  a change of control  took place,  which
resulted in the  replacement  of senior  management and changes in the Company's
operating and growth strategies.  The Company's prior strategies focused heavily
on cost  reduction  as the  preferred  means of  improving  profitability.  Such
strategies  resulted  in lean  Club-level  management  and  loss of  experienced
personnel,  low levels of physical facility  maintenance and  reinvestment,  and
reduced levels of  advertising,  promotion and  entertainment  expense.  Current
management has replaced much of the Club-level  management with more experienced
personnel,  instituted  management  training  procedures,   implemented  a  cost
management  system which  includes  daily  unit-level  accounting and reporting,
improved the sound,  light and video  systems,  increased  radio buys within the
local markets,  and implemented new advertising and in-store  promotions.  These
changes reflect current  management's belief that long-term strategies involving
greater investment in personnel and physical  facilities will produce a superior
financial performance. See Item 6."Management's Discussion and Analysis."

     During  1998,  after months  of searching for a viable  restaurant  concept
to acquire or merge  with,  the Company  developed  its own  restaurant  concept
"Atomic Burrito",  a quick service  "Fresh-Mex" concept featuring a Mexican menu
emphasizing  fresh  ingredients and  made-to-order  burritos.  Utilizing  senior
management's  extensive  background  in the  Mexican  segment of the  restaurant
industry,  the Company  formed a wholly owned  subsidiary  corporation,  "Atomic
Burrito,  Inc.", now "Atomic  Development,  Inc.", and developed a prototype for
the concept,  including menus, recipes,  design,  layout,  equipment,  and other
items such as signage,  logos, and an operations manual of operating procedures.
The Company  then  entered  into License  Agreements  with an  experienced  food
services operator who opened two "Atomic Burrito"  restaurants in 1998, and with
another operator who opened a restaurant in Longview, Washington. In December of
1998, the Company  entered into a joint venture  agreement with a publicly owned
company,  New York Bagel  Enterprises,  Inc.  ("New York  Bagel")  for the joint
development  of  additional  "Atomic  Burrito"  restaurants.  Pursuant  to  this
agreement,  two  "Atomic  Burrito"  restaurants  were  opened  in 1999 in Tulsa,
Oklahoma and in Wichita, Kansas. Later, in September,  1999, the Company and New
York  Bagel  agreed to  dissolve  the joint  venture  agreement  for  additional
restaurants,  and New York  Bagel  gave the  Company  the  option of buying  the
interest of New York Bagel in the two  restaurants,  which has not yet occurred.
Also in 1999,  the  Company  opened a "Atomic  Burrito"  restaurant  in Houston,
Texas, in partnership with a former employee,  and effective  December 31, 1999,
the Company bought the Norman, Oklahoma restaurant from its Licensee. Subsequent
to year-end 1999, the Company opened a wholly owned restaurant in Oklahoma City,
Oklahoma. See additional discussion in Item I, "Atomic Burrito Restaurants."

     In April of 2000,  because of the poor  performance  of the Atomic  Burrito
restaurants  and the cash drain on the Company,  the Board of Directors began to
evaluate  the  restaurant  concept and the  Company's  ability to  continue  its
development.  In May of 2000, James E. Blacketer,  President and Chief Executive
Officer of the Company,  resigned to pursue other  business  interests.  Then in
late August, due to declining  performance at the Atomic Burrito restaurants and
to  the  Company's  inability  to  raise  capital  to  continue  the  restaurant
operations,  the Board of  Directors  decided to  discontinue  expansion  of the
concept,  close the unprofitable  restaurants and sell the remaining restaurants
and assets.  Subsequently,  in  September  of 2000,  the Company sold the Norman
restaurant to a company whose  principal had previously  worked for the Company,
and in November sold the Company's interest in the Tulsa and Wichita restaurants
to a  company  controlled  by Mr.  Blacketer,  the  former  President  and Chief
Executive  Officer of the Company,  and also sold a  subsidiary  of the Company,
Atomic Development  Corporation,  to Mr. Blacketer's  company.  In each of these
transactions,  the Company  financed the transaction.  The Company  continues to
attempt to sell the assets of the Houston and Oklahoma City restaurants.

     In August, 1999, shareholders of the Company approved a change of name from
Western  Country  Clubs,  Inc.  to   Atomic  Burrito,  Inc.,   and  the  Company
reincorporated in the State of Oklahoma.

The Company

     During 2000, the Company  operated two  "country-western"  theme nightclubs
located in St. Louis, Missouri (the "St. Louis Club") and Wichita,  Kansas, (the
"Wichita Club"). Each Club combines live entertainment, dancing, bar and food in
a country-western  atmosphere. The Wichita Club has operated as In Cahoots since
its  inception  in 1994,  and the St. Louis Club was changed to an In Cahoots in
1996, having previously  operated as A Little Bit of Texas. The Company acquired
its  interest  in the Wichita  Club,  an 80% general  partnership  interest,  in
December 1996 from a corporation  affiliated  with James E. Blacketer and Joe R.
Love,  Directors  of the  Company.  See  Item 6.  "Management's  Discussion  and
Analysis."

     In  March  of  2001,  Incahoots  Limited  Partnership,   a  Kansas  limited
partnership,   which  is  owned  by  the  Company's   wholly-owned   subsidiary,
Entertainment  Wichita,  Inc.,  entered  into a contract to sell its  furniture,
fixture and equipment at its Wichita Club. The Company's reasons for agreeing to
sell the Wichita Club included the poor  performance  of the Wichita Club during
the past year,  increased  competition  in the  Wichita  market,  the death of a
customer in an  incident  at the club in May of 2000,  and the small size of the
Wichita  market  compared to the St. Louis Club's market size.  The Wichita Club
was losing money and unable to continue its  operations  on a profitable  basis,
and  unable  to pay its  creditors.  On April  12,  2001,  the  transaction  was
completed with a gross sales price of $1.2 million with the partnership  netting
approximately  $875,000.  The  Company  intends to use the  proceeds  to satisfy
existing debts and to reduce its bank borrowings.

The St. Louis Club

     The St.  Louis Club is  located on the I-70  corridor  between  St.  Louis,
Missouri  and Kansas  City,  Kansas.  The Club  occupies  roughly  one-half of a
building which previously housed a Sam's Club wholesale  warehouse operation and
is in excess of 56,000 square feet making it the largest  nightclub in Missouri.
This mammoth nightclub  operates under the name In Cahoots and features a design
with the look and feel of an authentic  rustic  western town.  The Club,  with a
capacity  of almost  3,000,  houses a huge dance  floor,  performance  stage,  a
billiards  and video arcade area and several  retail stores  including  Sundance
Silver & Hide,  which sells wardrobe  items,  including hats and boots,  and the
Homestead  Store which sells Indian  artifacts,  clothing and jewelry.  Sundance
Silver & Hide  occupies  approximately 800 square feet of the Club, for which it
pays  $1,200 per month  pursuant  to an oral  agreement  with the  Company.  The
Homestead Store occupies approximately 600 square feet of the Club, for which it
pays $300 plus 10% of sales per month  pursuant  to an oral  agreement  with the
Company.  The Club also features a walk-up restaurant selling various food items
in  addition to its  extensive  drink  offerings.  The St.  Louis Club  featured
numerous  nationally  known  entertainers  during the past year,  including such
performers as Tracy Lawrence, Lone Star, Chris LeDoux and Willie Nelson.

     The St. Louis Club opened for business as a non-alcoholic club on April 22,
1994. It began marketing  alcoholic  beverages on May 19, 1994 upon receipt of a
liquor  license from the  Supervisor of Liquor Control of the State of Missouri.
The  customer's  average  expenditure,  exclusive  of  food  and  souvenirs,  is
approximately $11.

The Wichita Club

     The  Wichita  Club  opened in  February  1994,  and has been  voted the top
country-western  club in Wichita  since  opening.  It consists of  approximately
30,000 square feet and has parking for 900 cars. The Wichita Club is designed to
appeal to rodeo cowboys as well as the casual  country  western music lover.  It
blends high tech,  state-of-the-art,  and "good old country boy"  entertainment.
The high tech  presentation  includes  giant 20 foot  video  screens,  double CD
players,  a roll up lighted  American flag,  neon lighting and the capability to
include a live band's sound  throughout the house speaker system.  A comfortable
ambiance is achieved through rustic wooden floors, old west photographs, antique
back  bars,  and a huge,  hand-painted  mural of past and  present  Country  and
Western entertainers. The showcase of the Club is the circular, race track style
dance floor, complete with a bar in the center allowing for more dancing room.

     The Company acquired its interest in the Wichita Club on December 16, 1996,
when it acquired  Entertainment  Wichita,  Inc. ("EWI"), the general partner and
80% owner of In Cahoots, Limited Partnership,  a Kansas limited partnership.  In
exchange for the 80% interest,  the Company  issued 400,000 shares of its Common
Stock and assumed $150,000 in debt through a merger  transaction.  EWI was owned
45.5% by Shane Investments,  L.C. ("Shane Investments"),  a corporation which is
solely owned and  controlled  by Joe Robert  Love,  Jr., the adult son of Joe R.
Love, a Director of the Company.  Shane  Investments  received 250,500 shares of
the Company's Common Stock upon completion of the transaction in December 1996.

     On April 12, 2001, the Wichita Club's furniture, fixtures and equipment was
sold to a group of investors located in Wichita,  Kansas.  The Company's reasons
for selling these assets included the poor performance and losses at the Wichita
Club during the past year, as well as, declining  performance during past years,
increased  competition  in the  Wichita  market,  the death of a customer  in an
incident at the club in May of 2000,  and the small size of the  Wichita  market
compared to the St. Louis Club's market size.

Atomic Burrito Restaurants

     During  late 1997 and the first  half of 1998,  the  Company  conducted  an
extensive search for a viable  restaurant  concept to acquire and/or merge with.
Management's  belief  was  that  expansion  of a  restaurant  concept  had  many
advantages to the Company compared to expansion of its nightclub business. Under
the guidance and  direction of Company  President and Chief  Executive  Officer,
James E. Blacketer,  and Vice-President of Operations,  Dominic W. Grimmett, the
Company decided to develop its own restaurant concept during the summer of 1998.
Blacketer and Grimmett had extensive  backgrounds in the Mexican  segment of the
restaurant  industry and they  developed a "Fresh-Mex"  burrito  concept,  which
features  fresh  ingredients  and  made-to-order  burritos.  The menu contains a
variety of Mexican items with the burrito being the featured  entre,  and with a
focus on lunch  and  dinner  business.  While  the  concept emphasizes  a family
atmosphere,  alcoholic  beverages will be an option  depending on the particular
location.

     The Company formed a wholly-owned  subsidiary,  "Atomic Burrito, Inc.", now
Atomic Development Corporation,  an Oklahoma corporation, in the summer of 1998,
for development of its new restaurant concept.  Because of its limited financial
resources,  the Company  opted to develop its  prototype  restaurants  through a
"license  agreement"  whereby an experienced  restaurant  operator would own and
operate the restaurant,  using the "Atomic Burrito" name, menu,  recipes,  logo,
layout  and  design,  and  utilizing  the  "Atomic  Burrito"  operations  manual
developed  by the  Company.  In return,  the  licensee  would pay the  Company's
subsidiary (licensor) an initial license fee and an ongoing royalty fee.

     The prototype  restaurants,  as developed by the Company, are planned to be
located in leased  premises of  approximately  3,500  square  feet.  Remodeling,
construction  and equipment costs are estimated at $300,000 to $350,000,  though
it may be possible  to convert an existing  restaurant  location  for less.  The
restaurants  are expected to be open from 11:00 a.m.  until 10:00 p.m., and will
serve a variety of Mexican menu items,  centered  around the  burrito.  The food
will be prepared on a serving  line,  made-to-order  as the customer  progresses
along the line.  Some units may offer  alcoholic  beverages  in addition to soft
drinks.

     The first two "Atomic  Burrito"  restaurants  were opened in Stillwater and
Norman,  Oklahoma in the fall of 1998 under  license  agreements.  Subsequent to
fiscal year end 1998, the Company entered into an additional  license  agreement
of an "Atomic  Burrito"  restaurant  to be opened in  Longview,  Washington.  In
addition,  in  October  of  1998,  the  Company  entered  into a  joint  venture
agreement  with New York Bagel  Enterprises,  Inc.  ("New York Bagel"),  for the
joint  development  of up to  eight  "Atomic  Burrito"  restaurants.  Under  the
agreement,  New York  Bagel was to contribute  the leased  premises,  the lease,
leasehold  improvements  and  equipment  in  certain  existing  New  York  Bagel
restaurants and the Company was to contribute  up to $150,000 per  restaurant to
pay for conversion costs and additional  equipment.  According to the agreement,
the Company would own a 60% interest in the  restaurant and New York Bagel would
own a 40%  interest in the  restaurant.  The  agreement  also  provides  for the
development of additional "Atomic Burrito"  restaurants over an 18-month period.
The first joint venture  restaurant  under the agreement opened in March 1999 in
Tulsa,  Oklahoma,  with a second  restaurant  scheduled to open in April 1999 in
Wichita, Kansas. In September,  1999,  the Company and New York Bagel  agreed to
terminate any future development under the joint venture agreement, and New York
Bagel gave the Company an option to purchase  New York  Bagel's  interest in the
Tulsa and Wichita  units, which the Company has not yet done.  New York  Bagel's
stated reasons  for  terminating  the  joint  venture  agreement was the lack of
expansion capital on the part of either party to the  agreement and their desire
to pursue  a different future direction.  Subsequently, New York Bagel filed for
Chapter 11 protection under the Federal Bankruptcy statues.

     During  1999,  the  Company  entered  into  an  agreement  with   a  former
employee for the joint  development,  on a 50%-50% basis, of an "Atomic Burrito"
restaurant in Houston,  Texas. This restaurant subsequently opened in September,
1999.

     In  December 1999, the  Company entered  into discussions with the licensee
which owned the Norman,  Oklahoma,  "Atomic Burrito"  restaurant,  regarding the
possible purchase of the unit by the Company. The licensee's owners,  successful
restaurant  operators in both Oklahoma and Texas,  had  previously  closed their
Stillwater,  Oklahoma "Atomic  Burrito"  restaurant and were in the middle of an
expansion  of  their  other  restaurant  and  brew pub  operations,  which  were
unrelated to the Company.  The licensee  approached the Company with the idea of
selling  the  restaurant  to the  Company in  exchange  for common  stock in the
Company.  Subsequently,  an agreement was reached,  effective December 31, 1999,
whereby the Company  purchased  the assets of the licensee  and assumed  certain
liabilities.  As part of that  transaction,  the Company agreed to issue 360,000
shares of the Company's restricted common stock, to the licensee and its owners.
The parties valued the transaction,  after assumption of certain liabilities, at
$270,000.00. Thus at the end of 1999, the Company owned and operated restaurants
in Tulsa,  Wichita,  Houston,  and  Norman,  with a licensed  unit in  Longview,
Washington,  and  subsequent  to year end  opened an  additional  restaurant  in
Oklahoma City which is wholly-owned by the Company.

     In  March of 2000,  the  Company  opened an  Atomic  Burrito  restaurant in
Oklahoma City, Oklahoma.  In April 2000, the Board of Directors became concerned
about the overall poor performance of the Atomic Burrito restaurants,  and began
an evaluation of the Company's ability to continue such operations. In May 2000,
the Company's  President and Chief  Executive  Officer and founder of the Atomic
Burrito  concept,  James E.  Blacketer,  resigned his  positions to pursue other
business interests.

     Because of declining performances at the Atomic Burrito restaurants through
the summer,  and because of the  Company's  lack of cash and  inability to raise
additional capital to continue the restaurant operations, the Board of Directors
decided  in late  August to  discontinue  expansion  of the  concept,  close the
non-profitable  restaurants,  and  attempt  to sell all of the  restaurants.  In
September of 2000,  the Oklahoma City and Houston  restaurants  closed.  Also in
September of 2000,  the Company sold the Norman  restaurant  to a company  whose
principal  had  previously  worked for the Company and financed the  transaction
with a note for $370,000.  In November of 2000,  the  Company's  interest in the
Tulsa and Wichita restaurants were sold to a company controlled by the Company's
former President,  James E. Blacketer, for $180,000 and $170,000,  respectively,
with a $40,000 down payment and the Company  financing  with a note the balances
of $160,000 and $150,000,  respectively.  At the same time, the Company sold its
wholly-owned  subsidiary,  Atomic  Development  Corporation,  to Mr. Blacketer's
company for $75,000, all of which was financed by the Company.

     The  Company  is still  attempting  to sell  the  furniture,  fixtures  and
equipment  from the  Houston  restaurant  and  continues  to attempt to sell the
Oklahoma City restaurant.

Government Regulation

     Alcoholic beverage control regulations require the nightclubs to apply to a
state authority, and, in certain locations, county or municipal authorities  for
a license or permit to sell alcoholic beverages on the  premises  and to provide
service for  extended  hours and on Sundays.

     Alcoholic  beverage control  regulations  relate to numerous aspects of the
daily operation including advertising,  wholesale purchasing,  inventory control
and handling,  storage and dispensing of alcoholic  beverages.  Licenses to sell
alcoholic  beverages  must be renewed  annually and are subject to suspension or
revocation for cause, including violation by the Company or its employees of any
law or  regulation  pertaining  to  alcoholic  beverage  control,  such as those
regulating  the  minimum  age of patrons or  employees,  advertising,  wholesale
purchasing,  and inventory control,  handling and storage. Each nightclub and/or
restaurant  is operated in  accordance  with  stringent  procedures  designed to
assure compliance with all applicable codes and regulations.

     In recent years,  certain states have enacted "dram-shop"  statutes,  which
generally provide a person injured by an intoxicated person the right to recover
damages from an establishment,  which wrongfully  served alcoholic  beverages to
such person. Presently,  Missouri, Kansas, and Oklahoma, the states in which the
Company operates, do not have dram-shop statutes.  However,  should these states
enact such statutes, the Company would be subject to additional exposure in such
cases where judgments for damages exceeded its insurance coverage.

     The development and  construction of additional  nightclubs will be subject
to compliance with applicable  zoning,  land use and environmental  regulations.
Management  believes that federal and state  environmental  regulations have not
had a material effect on the Company's operations, but more stringent and varied
requirements of local governmental  bodies with respect to zoning,  land use and
environmental  factors could delay  construction  of new  nightclubs  and add to
their cost.

     The  Company  is  also  subject  to  the  Fair  Labor  Standards  Act,  the
Immigration Reform and Control Act of 1986 and various state laws governing such
matters as minimum wages, overtime, tip credits and other working conditions.  A
significant  number of the Company's hourly personnel are paid at rates relating
to the federal minimum wage and,  accordingly,  increases in the minimum wage or
decrease in the allowable tip credit will increase the Company's labor cost. The
Company may also incur  labor cost  increases  as a result of certain  mandatory
medical and parental  leave  benefits  legislation  enacted by the United States
Congress.

     The Americans With Disabilities Act prohibits  discrimination in employment
and public accommodations, such as nightclubs, on the basis of disability. Under
the  Act,  the  Company  is  required  to  provide  service  to, or  make usable
accommodations for the employment and service of, disabled persons.

Competition

     The nightclub business is highly competitive.  Most of the companies, which
own and/or operate  nightclubs are  substantially  larger than the Company,  and
have greater resources,  operating  histories and experience.  They include many
national,  regional and local chains with more locations and larger  advertising
budgets.  Nightclub  and theme  entertainment  businesses  are also  affected by
changing  customer  tastes,  local and national  economic  conditions  affecting
spending habits,  population  shifts and traffic  patterns.  Quality of service,
attractiveness  of facilities,  popularity of  entertainment  and price are also
important factors.
<PAGE>

Trademarks

     The  Company  uses  the  trademark  "In Cahoots"  in  the operation  of its
business. This  mark is used by others in the operation of businesses throughout
the country,  including other nightclub operators.  Because of these  uses,  the
Company  believes  that it cannot,  nor can its  competitors,  register the mark
with  the  United  States  Patent  and  Trademark  office  to  obtain exclusive,
nationwide  rights  to  the  mark.  The Company believes,  however,  that it has
enforceable common law rights to its mark for use in the immediate  trade  areas
in  which  the  Clubs operate,  and it  has  encountered  no claims of trademark
infringement.   As  the  Company  expands,  it may encounter claims of trademark
infringement requiring the Company  to  negotiate  license  agreements  with the
prior  user  or  to  use  other  non-infringing trademarks for nightclubs in the
affected areas.

Employees and Consultants

     As of April  12,  2001,  the  Company  had one full  time  employee  in the
corporate office, Don W. Grimmett, President and Chief Executive Officer. During
2000, the Company had approximately 120 employees in the two nightclubs.

Year 2000 Compliance

     The  Company  entered  2000 with no Y2K  problems.  Neither  the  Company's
nightclub operations,  its restaurant operations,  nor its corporate offices and
accounting offices experienced any type of Y2K problem. The Company,  therefore,
believes  that its  preparation  for this  potential  problem was  adequate  and
successful.

Item 2.  Description of Properties

     The Company's principal offices are located at 1601 N. W. Expressway, Suite
1910, Oklahoma City, Oklahoma, 73118. The Company's offices occupy approximately
1,000 square feet, for which it pays $1,500 per month.

     In August 1993, the Company entered into a lease for nightclub space in St.
Louis,  Missouri.  The lease,  which  expires in August  2003,  is for a 10 acre
parcel of land housing a 106,744  square foot  building and parking  facilities.
The rental for the first five years is $22,238 per month,  escalating to $26,686
per month for the second  five  years.  The  Company has the right to extend the
lease for two additional five year periods at increased  rental rates. The lease
is  guaranteed  by  International  Entertainment  Consultants,  Inc.,  a company
affiliated with Mr. Troy Lowrie. The Company subleases approximately 50,000 feet
of this  facility  for which it  receives  $18,312  per  month  under a one year
sublease which expires in December, 2000.

     The Wichita Club is leased from Boots, Inc., formerly a 20% limited partner
in the  In Cahoots Limited  Partnership  but  otherwise  unaffiliated  with  the
Company. The lease is for a  ten-year  term,  expiring in the year 2003, with an
option  to extend  the term  for two,  five-year periods,  and requires  monthly
payments of the greater of $12,500 or 6% of gross sales. The Company during 1999
amended this lease to provide  for  additional  rent of  $4,333.00 per month for
the Pockets Sports Grill addition.  This lease was terminated on April 12,  2001
in connection  with the sale  of the furniture,  fixtures,  and equipment at the
Wichita Club.

     The Company carries general  liability  insurance for the St. Louis Club in
the amount of $2,000,000 and $850,000 in property liability coverage. In Cahoots
Limited  Partnership,  owner of the Wichita  Club,  carries  $2,000,000  general
liability  insurance and building and property  insurance coverage in the amount
of   $1,800,000  and  $800,000,  respectively.

     The Company maintains  $1,000,000 in liquor liability insurance coverage at
each of its  nightclubs,  which includes  coverage for  assault and  battery and
other risks associated  with the nightclub  business and with liquor licenses in
general.

     The Company  also  maintains  various  other insurance coverages management
deems necessary for the prudent,  sound  operation  of  the  various properties,
including coverage for the loss of business income.

Item 3.  Legal Proceedings

     Special  Note:  Certain  statements  set forth  below  under  this  caption
constitute  "forward-looking  statements"  within the meaning of the Reform Act.
See "Special Note Regarding  Forward-Looking  Statements" for additional factors
relating to such statements.

     The Company is involved in various legal actions associated with the normal
conduct of its business operations.  No such actions involve known material gain
or loss contingencies not reflected in the consolidated  financial statements of
the Company.

Item 4.  Submission of Matters to a Vote of Security Holders

        During  fiscal  2000,  no  matters  were  submitted  to  a  vote  of the
Shareholders.
<PAGE>



                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

Market Information

     On April 11, 2001,  there  were approximately 101 shareholders of record of
the  Company's Common Stock.   Based upon information  received from brokers and
others in fiduciary capacity, the Company estimates that  the  total  number  of
shareholders  of the  Company's  Common Stock  exceeds 500 as of that date.  The
Company's Common Stock was approved for listing on the NASDAQ SmallCap MarketSM,
effective May 18, 1994,  under the  symbol "WCCI"  which  was  later  changed to
"ATOM" in September, 1999.  Prior  to listing  on NASDAQ,  the  Company's Common
Stock briefly  traded in the  pink sheets.  On  March 5, 2001,  the Company  was
notified  that it had  been delisted  by NASDAQ and  its shares now trade on the
O.T.C. Bulletin Board, under the symbol "ATOM.OB."

     The following  table sets forth,  for the periods  indicated,  the range of
high and low closing bid quotations for the Company's  Common Stock, as reported
by NASDAQ:

<TABLE>
<CAPTION>


         2000 Fiscal Year                        High Bid ($)       Low Bid ($)
         -----------------                       ------------      ------------
<S>                                                  <C>                <C>
         First Quarter                               1.250              .625
         Second Quarter                              2.125              .75
         Third Quarter                               1.125              .34375
         Fourth Quarter                               .50               .125

         1999 Fiscal Year
         -----------------
         First Quarter                               1.0625             .625
         Second Quarter                              1.50              1.00
         Third Quarter                               1.25              1.062
         Fourth Quarter                              1.125              .625


</TABLE>


     On December 31, 2000, the last reported bid and asked prices for the Common
Stock were $0.375 and $0.25, respectively.

Dividends

     The Company has never  declared a cash  dividend with respect to its Common
Stock and intends to retain  future  earnings to support the  Company's  growth.
There are no contractual restrictions on the Company's present or future ability
to pay  dividends.  Future  dividend  policy is subject to the discretion of the
Board of Directors and is dependent upon a number of factors,  including  future
earnings,  capital  requirements and the financial condition of the Company. The
Company  declared no  dividends  on its  preferred  stock  during the year ended
December 31, 2000.

Item 6.  Management's Discussion and Analysis

     Special  Note:  Certain  statements  set forth  below  under  this  caption
constitute  "forward-looking  statements"  within the meaning of the Reform Act.
See "Special Note Regarding  Forward-Looking  Statements" for additional factors
relating to such statements.

     The following  discussion and analysis  should be read in conjunction  with
the Company's  Consolidated  Financial  Statements  and Notes thereto  appearing
elsewhere in this Report.


General


     The Company owns and operates two country and western  night clubs,  one in
St Louis, Missouri and one in Wichita, Kansas.

     In June 1998, the Company formed a subsidiary corporation,  Atomic Burrito,
Inc., through which to develop a new restaurant  concept.  Subsequently,  Atomic
Burrito,   Inc.  entered  into  license  agreements  for  two  "Atomic  Burrito"
restaurants to be located in Stillwater and Norman, Oklahoma, and entered into a
third license agreement for a restaurant in Longview,  Washington.  In addition,
in October 1998,  the Company  entered into a joint venture  agreement  with New
York Bagel  Enterprises,  Inc., ("New York Bagel") for the joint  development of
"Atomic  Burrito"  restaurants.  The  agreement  provides  for New York Bagel to
contribute  certain of its restaurant  locations,  including  leases,  leasehold
improvements,  and  equipment  for a 40%  interest in the  operation,  while the
Company would contribute up to $150,000 for the remodel and conversion costs, as
well as for additional equipment.  The first unit opened in March 1999 in Tulsa,
Oklahoma, while the second unit opened in April 1999 in Wichita, Kansas.

     In September, 1999, the Company and New York Bagel agreed to terminate  the
joint venture  agreement as it related to additional  development,  and New York
Bagel agreed to sell its interest in the two  operations in Tulsa and Wichita to
the Company.  New York Bagel's stated reasons for the termination  were the lack
of expansion  capital on the part of either of the parties,  and their desire to
move in a different direction. Subsequently, New York Bagel filed for protection
under  Chapter  13 of the  Federal  Bankruptcy  Statutes.  The  Company  did not
exercise its option to purchase New York Bagel's  interest in these  restaurants
and as described  below,  subsequently, sold its interest in these operations to
its former president.

     In December,  1999, the original licensees who had previously opened Atomic
Burrito units in Stillwater and Norman, Oklahoma,  approached the Company with a
plan to sell their Norman restaurant to the Company.  They had previously closed
their  Stillwater  restaurant  and were in the process of expanding  their other
restaurant and brew pub operations in both Oklahoma and Texas.  Thereafter,  the
Company entered into an agreement,  effective December 31, 1999, to purchase the
Norman  restaurant  from the  licensee  for the  issuance of 360,000  (valued at
$270,000)  shares of the  Company's  common stock as well as the  assumption  of
certain  liabilities  totaling $60,967,  giving the transaction a total value of
$330,967.

     During February,  2000, the Company opened an Atomic Burrito  restaurant in
Oklahoma City, Oklahoma, in which it owned a 100% interest.

     During September,  1999, the Company opened an Atomic Burrito restaurant in
Houston, Texas, in which it owned a 50% interest.

     During  September,  2000,  The  Company's  Board of  Directors  decided  to
discontinue  its  efforts to develop  and expand the Atomic  Burrito  Restaurant
concept.

     In September, 2000, the Company sold the property, equipment, and leasehold
improvements  on its Norman Atomic Burrito  restaurant to an LLC in which one of
the  principals is a former  Company  employee.  In connection  with the sale of
these assets, the LLC agreed to sublease land and building  associated with this
restaurant.  This  property  was  sold  in  exchange  for  a  $370,000  8%  note
receivable.

     In November  2000,  the Company  sold its interest in the Tulsa and Wichita
Atomic Burrito  restaurant  operations to a company  controlled by the Company's
former  president  for  $180,000  and  $170,000   respectively.   The  sale  was
consummated  with a $40,000 down payment and the issuance of 8% notes receivable
in the amounts of $160,000 for the Tulsa operations and $150,000 for the Wichita
operations.  In  addition,  the  Company  agreed to provide  financing  of up to
$40,000 to Wichita for operating purposes.

     Also in November, the Company sold its stock in Atomic Development, Inc., a
wholly owned subsidiary  established to oversee the development and franchise of
the Atomic Burrito concept,  for $75,000, to the same company that purchased the
Tulsa and Wichita Atomic Burrito restaurants.

     At December 31, 2000,  the Company  recorded an allowance  for bad debts in
the amount of $350,000  associated with the above described  notes.  This charge
was  taken  to the  loss on  discontinued  operations  for  financial  reporting
purposes.

     In September, 2000, the Company closed its Houston Atomic Burrito location.
The leasehold  improvements  on this location were  forfeited to the landlord in
release from any future lease obligations.  The Company is attempting to sell or
lease this equipment as of year end.

     In September,  2000,  the Company  closed its Oklahoma City Atomic  Burrito
location and is currently  seeking a buyer to take over this location and assume
the lease.  As of December 31, 2000,  the Company has reduced the carrying value
of these  assets  by  $200,000  to  reflect  the  anticipated  loss on  ultimate
disposition. This charge was also taken to the loss on discontinued operations.


Liquidity and Capital Resources

     Historically,   the  Company  has  funded  its  capital   needs  through  a
combination  of cash flows from  operations,  proceeds  from  public and private
placement of securities, and loans from commercial banks, principal shareholders
or related persons or entities.

     In January through March,  2000, the Company entered into multiple  capital
lease obligations  totaling  approximately  $218,000 to obtain various equipment
for use in its Atomic  Burrito  restaurants  in Norman and  Oklahoma  City.  The
Company continues to make the lease payments on these  obligations,  even though
the locations mentioned have been closed as discussed previously.

     In May,  2000,  the  Company  obtained  a $20,000  loan from an  affiliated
company,  and was loaned  another  $15,000 in October,  2000.  The proceeds from
these loans were used for working capital purposes.

     In May,  2000,  the  Company  obtained  a loan of  $50,000  from a  limited
liability company, principally for working capital purposes.

     In June,  2000, the Company  obtained a loan of $100,000 from a corporation
for working capital  purposes,  collateralized  by all its interest in Incahoots
Limited Partnership, held through its subsidiary, Entertainment Wichita, Inc.

     In October, 2000, the Company obtained a $50,000 from a limited partnership
for working capital  purposes.  This loan is collateralized by all the Company's
interest  in  Incahoots  Limited  Partnership,   held  through  its  subsidiary,
Entertainment Wichita, Inc.

     Net cash provided by (used in) operating  activities  decreased during 2000
to $(558,950) used in operating  activities from $267,967  provided by operating
activities in 1999. Net cash used in investing  activities was $171,338 for 2000
as  compared  to  $1,244,890  net cash  used in  investing  activities  in 1999.
Financing  activities  provided  net  cash of  $636,640  in 2000  compared  with
$944,134  provided in 1999.  For the year,  net cash  decreased  to $78,295 from
$172,622 at the end of 1999.  The Company's net cash flow for the year reflected
a deficit of $93,697.

     As of December 31, 2000, the Company's  working capital  position  (current
assets minus current  liabilities) was a negative  $(1,302,957)  compared with a
negative $(541,654) at the end of 1999.

     Property and equipment is made up primarily of assets  required to open and
operate the St. Louis and Wichita clubs and certain  restaurant  equipment which
the Company was  attempting  to dispose  at  year  end.  Property and  equipment
decreased by $1,142,778  resulting  primarily from the disposition of the Tulsa,
Wichita, and Norman Atomic Burrito restaurants.

     The deferred income tax asset remains at a balance of $100,000.  This asset
resulted  from  the  net  operating  loss  carryforwards  from  the  loss on the
write-off  of the  Tucson  nightclub  in a prior  year,  as  well as from  other
operating  losses  contributing  to the net  operating  loss  carryforward.  The
Company  anticipates  that this  credit  will be  utilized  upon the sale of the
Wichita  night club which  occurred on April 10, 2001.  At December 31, 2000 the
Company had approximately an additional  $2,800,000 in deferred tax assets which
were fully  reserved and not  reflected on the  Company's  balance sheet at that
date.  At December 31, 2000,  the Company had  approximately  $3,700,000  in net
operating losses which will expire commencing in 2013 if not utilized.

     On April 12, 2001,  Incahoots  Limited  Partnership,  which is owned by the
Company's  wholly-owned  subsidiary,   Entertainment  Wichita,  Inc.,  sold  the
furniture, fixtures and equipment at the Wichita Club for a gross sales price of
$1,200,000.  The Company expects to realize a capital gain on the transaction of
approximately  $625,000, and expects to use the proceeds from the sale to reduce
debts at the Wichita Club and to reduce other debt and bank borrowings.

     In  April,  2001,  certain  notes  receivable  totaling  $480,000  from  an
affiliated company become due. Management anticipates that the interest due will
be received and that the notes will be renewed.

     Results of  Operations - Year Ended  December 31, 2000 Compared to the Year
Ended December 31, 1999

     Revenues - Total revenues for 2000 were $4,711,932,  a decrease of $740,402
or 14%  compared  to 1999.  This  decrease  was due in part to a  change  in the
Company's operating procedures, whereby live entertainment was allowed to charge
a cover charge relieving the Company of any obligation to pay engagement fees to
these entertainers. This resulted in a decrease of $381,959 or 40% in admissions
fees from $946,237 in 1999 to $564,278 in 2000. Also contributing to the drop in
revenues was a 9% decrease in beverage and food sales from $4,236,123 in 1999 to
$3,860,145.  Most of this  decline was  attributable  to the Wichita  night club
which experienced a substantial decline in business.

     Total Costs and Expenses - Total costs and expenses  decreased  during 2000
to  $5,115,333,  a decrease of  $426,533  or 8% from 1999,  when total costs and
expenses were $5,541,866.  This decrease was primarily the result of an emphasis
on achieving savings where possible in certain costs and expenses of operations.

     Cost of Products and Services - Cost of products and services  decreased by
$432,637 or 10% from  $4,500,485 in 1999 to 2000 to $4,067,848 in 2000.  This is
attributable  in  part to a 27%  decrease  in fees  paid  to  entertainers  from
$101,757 in 1999 and $74,733 in 2000 and in part to a decrease of 5% in the cost
of food and beverage  sales from  $1,229,486  in 1999 to  $1,173,495 in 2000, as
well as decreases in cost of labor and advertising costs.

     General and Administrative  Expenses - General and  administrative  expense
decreased by 10% from  $683,268 in 1999 to $612,396 in 2000.  This  decrease was
due primarily to a reduction in personnel expenses and travel costs.

     Depreciation and Amortization - Depreciation and amortization  increased by
13% or $35,789 during 2000 to $317,291 as compared with a total depreciation and
amortization  during  1999  of  $281,502.   This  resulted  from  the  increased
investment  in  depreciable  assets,   primarily   leasehold   improvements  and
equipment,  furniture  and  fixtures  for the  nightclubs,  as well as increased
amortization related to a covenant not to compete.

     Interest Expense - Interest expense increased by 54% or $41,187 to $117,798
in 2000 compared to $76,611 in 1999, principally due to increased borrowings and
additional obligations under capital leases.

     Loss from  Discontinued  Operations  - During  2000,  the  Company  accrued
$1,182,278 in losses  associated with the  discontinuance  of its Atomic Burrito
restaurant  operations.  This  compares  to a loss of  $114,299  from the Atomic
Burrito  restaurant   operations  in  1999.  Included  in  the  2000  loss  from
discontinued  operations is a $350,000  allowance for bad debts  associated with
the notes  receivable  accepted  in  exchange  for the  disposition  of  certain
restaurant  operations  and an  additional  $200,000  write-down of the carrying
value of the remaining restaurant assets at its Oklahoma City location.

     Preferred Stock  Dividends - Preferred  stock  dividends  decreased by 100%
from $13,205 in 1999 to $0 during 2000.  This  decrease is  attributable  to the
Company not declaring dividends on preferred stock during 2000.

     Net  Income  (Loss)  - The  Company's  net  loss  increased  by  226%  from
$(499,257)  in 1999  to  $(1,585,679).  The  reasons  for  this  difference  are
explained  above.  Management  believes the subsequent sale of the Wichita night
club will allow the  Company to  substantially  reduce its debts and  provide it
with working capital to refocus on its night club operations.

Item 7.  Financial Statements and Supplementary Data

     The Company's  audited  financial  statements,  together with the report of
auditors, are included in the report after the signature page.

Item  8. Changes  In  and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

Not Applicable
<PAGE>

                                    PART III

Item 9. Directors,  Executive Officers Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act

     The information required in response to this Item is incorporated herein by
reference to the Company's  proxy  statement to be filed with the Securities and
Exchange  Commission  pursuant to Regulation  14A, not later than 120 days after
the end of the fiscal year covered by this report.

Item 10. Executive Compensation

     The information required in response to this Item is incorporated herein by
reference to the Company's  proxy  statement to be filed with the Securities and
Exchange  Commission  pursuant to Regulation  14A, not later than 120 days after
the end of the fiscal year covered by this report.

Item 11. Security Ownership Of Certain Beneficial Owners And Management

     The information required in response to this Item is incorporated herein by
reference to the Company's  proxy  statement to be filed with the Securities and
Exchange  Commission  pursuant to Regulation  14A, not later than 120 days after
the end of the fiscal year covered by this report.

Item 12. Certain Relationships And Related Transactions

     The information required in response to this Item is incorporated herein by
reference to the Company's  proxy  statement to be filed with the Securities and
Exchange  Commission  pursuant to Regulation  14A, not later than 120 days after
the end of the fiscal year covered by this report.

Item 13.  Exhibits and Reports on Form 8-K

(a) The following documents are filed as part of this report:

     1.  Financial  statements:  See index to consolidated  financial statements
         immediately following the signature page of this report.

     2.  Financial statement schedules:  Financial statement schedules have been
         omitted because they are not required or the information is included in
         the financial statements and notes thereto.

     3.  Exhibits:  Exhibits  required  to be filed  with this Form  10-KSB  are
         identified by the numbers indicated,  and, except where incorporated by
         reference, immediately follow the financial statements.

<PAGE>


     Number                            Description

     3.1     Articles of Incorporation, dated December 20, 1989 (1)

     3.2     Amendment to Articles of Incorporation, dated November 30, 1993 (1)

     3.2     Bylaws of Western Country Clubs, Inc. (1)

     4.0     Agreement  to  convert  notes  to  Series  A Preferred  Stock dated
             January 1, 1998 between Troy H. Lowrie and  Western  Country Clubs,
             Inc. (12)

     4.1     Agreement  to  convert  note  to  Series  B  Preferred Stock  dated
             February 18, 1998 between Ceres, L.L.C.  and Western Country Clubs,
             Inc. (12)

     9.0     Voting Trust Agreement, dated September 20, 1996, between Red River
             Concepts, Inc. and Troy H. Lowrie (7)

     10.1    Lease  Agreement, dated  August  26, 1993, between Wal-Mart Stores,
             Inc. and Inc. and Western Country Clubs, Inc. (1)

     10.2    License Agreement, dated  January 20, 1993, between Western Country
             Clubs, Inc. and Western Country Club I, Ltd. (1)

     10.3    Option for Limited Partnership Interest,  dated September 23, 1993,
             between Western Country Clubs, Inc. and Merrill E. Roberts (1)

     10.4    Stock Option Agreement, dated December 16, 1993 (1)

     10.5    Lease with Option to Purchase, dated December 26, 1993, between and
             among Edward L. and Barbara L. Benshoof and Western Country  Clubs,
             Inc. (1)

     10.6    Agreement  to  Purchase  and  Sale  of  Business  and  Assets, with
             exhibits, dated November 1, 1994 (2)

     10.7    Bill  of  Sale, dated  November  1, 1994, transferring  Arizona Bar
             Liquor License No. 06100208 to Western (2)

     10.8    Amendment to Covenant Not To Compete,  updated, between Western and
             Clarance O. Bond, Jack E. McMurrough and Ada L. Bond (9)

     10.9    Agreement and Plan of  Merger,  dated  October  10,  1995,  between
             Western  Country Clubs,  Inc.,  Western  Newco,  Inc., and  Cowboys
             Concert Hall - Arlington, Inc. (6)

     10.10   Lease with Option to Purchase, dated October 14, 1992, between Expo
             Bowl, Inc. and Texas of Indy, Inc. (1)

     10.11   Guaranty  of Lease with Option to Purchase, dated October 14, 1992,
             by Troy H. Lowrie (1)

     10.12   First Amendment to Lease with Option to Purchase, dated January 20,
             1993, between Expo Bowl Inc. and Texas of Indy, Inc. (1)

     10.13   Warranty Deed, dated February 28, 1993,  in  the  name  of  Western
             Country Club I, Ltd. (1)

     10.14   State of Indiana,  Certificate of Trade  Mark  Registration,  dated
             August 18, 1993, in  the  name of Texas of Indy, Inc. for "A Little
              Bit of Texas" and Design (1)

     10.15   Lease, dated  April 2, 1993, between  Texas of Indy, Inc. and Great
             Western Boot Company (1)

     10.16   Operating  Agreement  dated  March 17, 1993, between Texas of Indy,
             Inc. and Taco Bell Corp. (1)

     10.17   Option Agreement, dated January 20, 1993, between and among Western
             Country Club I, Ltd.,  Troy H. Lowrie and Merrill Roberts (1)

     10.18   Amended Limited Partnership Agreement  of  Western  Country Club I,
             Ltd. (1)

     10.19   Consulting  Agreement  dated  January  20,  1993,  between  Western
             Country Club I, Ltd. and Texas of Indy, Inc. (1)

     10.20   Security  Agreement, dated  March 18, 1993, between Western Country
             Club I, Ltd. and Texas of Indy, Inc. (1)

     10.21   Option to Purchase Assets, dated  January 20, 1993, between Western
             Country Club I, Ltd. and Texas of Indy, Inc. (1)

     10.22   Promissory  Note,  dated  January  31, 1994, from  Western  Country
             Club I, Ltd. to Expo Bowl, Inc. in the amount of $150,000 (1)

     10.23   Guaranty, dated January 31, 1994, of Promissory Note to  Expo Bowl,
             Inc. by Troy H. Lowrie (1)

     10.24   Promissory  Note, dated  January  31, 1994,  from  Western  Country
             Club I, Ltd. to Dulaney National Bank (1)

     10.25   Articles of Incorporation of  WCWW  Acquisition  Corporation, dated
             January 20, 1995 (4)

     10.26   Interim Permit, dated February 9, 1995, from the Arizona Department
             of Liquor Licenses and Control for the Wild Wild West nightclub (5)

     10.27   Stock Purchase  Agreement,  dated September 21, 1996,  between  and
             among Troy H. Lowrie,  Western  Country Clubs, Inc. and  Red  River
             Concepts, Inc. (7)

     10.28   Lease  Agreement, dated  July  30, 1993, by and between Boots, Inc.
             and In Cahoots Limited Partnership (9)

     10.29   Agreement  and  Plan of  Merger,  dated  December 16, 1996,  by and
             between  Western Country  Clubs, Inc., Entertainment Wichita, Inc.,
             and WCCI Acquisition Corp. (8)

     10.30   Contract of sale dated December 26, 1997, and note dated January 9,
             1998,   between   Western   Country   Clubs,  Inc.  and   Backstage
             Entertainment. (11)

     10.31   Contract  of  sale  dated  November 25, 1997,  along  with addendum
             numbers  1  through  3  thereto,  and note dated February 19, 1998,
             between Western Country Clubs, Inc. and A Little Bit of Texas, Ltd.
             (11)

     10.32   Agreement and Covenant Not to Execute dated February 18, 1998,
             between In Cahoots Limited Partnership, Western Country Clubs, Inc.
             and Jana Oelkers. (11)

     10.33   Form of License Agreement for Atomic Burrito, Inc. restaurants

     10.34   Joint Venture Agreement between Western Country Clubs, Inc. and New
             York Bagel Enterprises, Inc. dated October 27, 1998

  Exhibits

     11      Calculation of Earnings Per Share

     21      Subsidiaries of the Registrant

             ------------------

     (1)     Incorporated  by  reference  from the like numbered  exhibits filed
             with  the  Registrant's  Registration  Statement on Form SB-2,  No.
             33-72942.

     (2)     Incorporated  by  reference from  Western's  Current Report on Form
             8-K,  dated  November 1, 1994,  attached  as Exhibits 10.1 and 10.2
             thereto.

     (3)     Incorporated  by  reference  from  Western's  Annual Report on Form
             10-KSB,  dated February 27, 1995,  attached as Exhibit 21 thereto.

     (4)     Incorporated   by  reference from  Western's  Annual Report on Form
             10-KSB, dated February 27, 1995, attached as Exhibit 28.16 thereto.

     (5)     Incorporated  by  reference  from  Western's  Annual Report on Form
             10-KSB, dated February 27, 1995, attached as Exhibit 28.17 thereto.

     (6)     Incorporated  by  reference  from Western's  Current Report on Form
             8-K, dated October 19, 1995,  attached as Exhibit 10.1 thereto.

     (7)     Incorporated  by  reference  from  Western's Current Report on Form
             8-K, dated October 10, 1996, attached as Exhibit 9 thereto.

     (8)     Incorporated  by reference  from  Western's  Current Report on Form
             8-K, dated October 10, 1996, attached as Exhibit 2 thereto.

     (9)     Incorporated  by reference  from  the like numbered  exhibits filed
             with the Registrant's  Registration  Statement  on Form SB-2, dated
             February 11, 1997, No. 333-21547.

     (10)    Incorporated  by  reference from  Western's  Current Report on Form
             8-K, dated February 6, 1998, attached  as  Exhibits 10.0, 10.1  and
             10.2 thereto.

     (11)    Incorporated  by reference  from the like  numbered  exhibits filed
             with  Western's Current Report on Form 8-K, dated February 6, 1998.

     (12)    Incorporated  by  reference from  the  like numbered exhibits filed
             with Atomic's Current Report  on Form 8-K,  dated October 12, 1999,
             attached as Exhibits 10.0 and 99.1.

(b)      During the last quarter of 2000, no filings were made by the Company.
<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.

April 13, 2001

                                    Atomic Burrito, Inc.


                                    By: /s/ Don W. Grimmett
                                    -----------------------------
                                    Don W. Grimmett, President


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

Name                              Title                               Date

/s/  Don W. Grimmett        President, Principal
                            Executive Officer, Principal
                            Financial Officer and Director        April 13, 2001

/s/  Joe R. Love            Director                              April 13, 2001



<PAGE>



                              ATOMIC BURRITO, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999






<PAGE>




                                TABLE OF CONTENTS


                                                                        Page No.

     INDEPENDENT AUDITORS' REPORT
        ON FINANCIAL STATEMENTS..........................................   1

     FINANCIAL STATEMENTS

        Consolidated Balance Sheets.....................................    3

        Consolidated Statements of Income...............................    5

        Consolidated Statement of Stockholders' Equity..................    6

        Consolidated Statements of Cash Flows...........................    7

        Notes to Consolidated Financial Statements......................    9


<PAGE>









                          Independent Auditors' Report
                          ----------------------------



To the Board of Directors
Atomic Burrito, Inc.

We have audited the accompanying consolidated  balance sheet of ATOMIC  BURRITO,
INC., an Oklahoma  corporation,  survivor  corporation  in a merger with Western
Country Clubs, Inc., a Colorado  corporation,  as of December 31, 2000,  and the
related consolidated statements of income, stockholders' equity  and cash  flows
for the year then ended.  These financial statements are the  responsibility  of
the Company's management.  Our responsibility is to express  an opinion on these
financial statements based on our audits.

We  conducted  our  audit  in  accordance  with  auditing   standards  generally
accepted in the United States of America.   Those standards require that we plan
and perform the audit 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  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Atomic Burrito,  Inc., as of
December 31, 2000, and the results of its operations and its cash flows  for the
year then ended in conformity with auditing principles generally accepted in the
United States of America.

                                Hogan & Slovacek






Oklahoma City, OK
April 13, 2001

                                       1
<PAGE>
                          Independent Auditors' Report






To the Board of Directors
Atomic Burrito, Inc.

We have audited the accompanying  consolidated income,  stockholders' equity and
cash flows statements of ATOMIC BURRITO, INC., an Oklahoma corporation, survivor
corporation  in  a  merger  with  Western   Country  Clubs,   Inc.,  a  Colorado
corporation,  for the year ended December 31, 1999.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit 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  audit  provides  a
reasonable basis for our opinion.

During  September  2000, the Company  elected to discontinue  its Atomic Burrito
restaurant  operations.  The Atomic Burrito restaurant  operations for 1999 were
reclassified as losses from discontinued operations to be in conformity with the
presentation  for the  fiscal  year ended  December  31,  2000.  See Note 13 for
further details.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  results  of  operations  and cash flows of Atomic
Burrito,  Inc.  for the  year  ended  December  31,  1999,  in  conformity  with
accounting principles generally accepted in the United States of America.


                             Gray & Northcutt, Inc.


March 24, 2000, except as to the third
paragraph above and Note 13, which are as
of April 13, 2001

                                       2

<PAGE>


                              ATOMIC BURRITO, INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2000
                                   Page 1 of 2

                                     ASSETS

<TABLE>
<CAPTION>


<S>                                                             <C>
CURRENT ASSETS:
  Cash                                                          $    78,925
  Accounts receivable                                                 1,918
  Accounts receivable due from related party                          9,514
  Current portion of notes receivable                                37,266
  Inventories                                                        61,815
  Prepaid expenses                                                   64,169
  Deferred income taxes                                             100,000
                                                                -----------
      Total current assets                                          353,607
                                                                -----------

PROPERTY AND EQUIPMENT:                                           2,900,795
  Accumulated depreciation                                       (1,901,884)
                                                                -----------
                                                                    998,911
                                                                -----------
OTHER ASSETS:
  Notes receivable from affiliate                                   630,000
  Notes receivable, net of current portion shown above              367,734
  Goodwill, net of accumulated amortization of $8,970                80,734
  Covenant not to compete, net of accumulated
    amortization of $13,333                                          46,667
  Deposits and other                                                 62,938
  Investment                                                        177,400
                                                                -----------
                                                                  1,365,473
                                                                -----------
                                                                $ 2,717,991
                                                                ===========
</TABLE>







   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>


                              ATOMIC BURRITO, INC.
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2000
                                   Page 2 of 2


                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>

<CAPTION>

CURRENT LIABILITIES:
<S>                                                             <C>
  Accounts payable                                              $   573,067
  Accrued liabilities                                               196,010
  Note payable - related party                                       28,005
  Current portion of long-term debt                                 798,290
  Current portion of capital leases                                  45,692
                                                                -----------
   Total current liabilities                                      1,641,064
                                                                -----------
LONG-TERM DEBT, net of current portion shown above                  366,612
                                                                -----------
OBLIGATION UNDER CAPITAL LEASE,
  net of current portion shown above                                146,648
                                                                -----------
MINORITY INTERESTS                                                    4,962
                                                                -----------
COMMITMENTS AND CONTINGENCIES                                           -

STOCKHOLDERS' EQUITY:
  10% convertible preferred stock, Series A $10 par value,
    500,000 shares authorized, 40,000 shares issued
    and outstanding                                                400,000
  10% convertible preferred stock, Series B $10 par value,
    100,000 shares authorized, no shares issued
    and outstanding                                                     -
  10% convertible preferred stock,  Series C $10 par value,
    6,000 shares authorized, 6,000 shares issued
    and outstanding                                                 60,000
  10% convertible preferred Stock, Series D, $10 par value,
    80,000 shares available, no shares issued
    and outstanding                                                     -
  Common stock, $.001 par value, 25,000,000 shares
    authorized; 4,915,621 shares issued and
    outstanding                                                       4,916
  Additional paid-in capital                                      5,106,595
  Accumulated deficit                                            (5,012,806)
                                                                -----------
   Total stockholders' equity                                       558,705
                                                                -----------
                                                                $ 2,717,991
                                                                ===========
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>

                              ATOMIC BURRITO, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>

<CAPTION>

                                                 2000               1999
                                             -----------        -----------

REVENUES:
<S>                                          <C>                <C>
    Beverage and food sales                  $ 3,860,145        $ 4,236,123
    Admission fees                               564,278            946,237
    Other income                                 287,509            269,974
                                             -----------        -----------
                                               4,711,932          5,452,334
                                             -----------        -----------
COSTS AND EXPENSES:
    Cost of products and services              4,067,848          4,500,485
    General and administrative expense           612,396            683,268
    Depreciation and amortization                317,291            281,502
    Interest expense                             117,798             76,611
                                             -----------        -----------
                                               5,115,333          5,541,866
                                             -----------        -----------
INCOME (LOSS) BEFORE INCOME TAXES
    AND MINORITY INTERESTS                      (403,401)           (89,532)

INCOME TAX (EXPENSE)                                   -           (267,741)
                                             -----------        -----------

INCOME (LOSS) BEFORE MINORITY INTERESTS         (403,401)          (357,273)

MINORITY INTERESTS IN (INCOME) LOSS OF
    CONSOLIDATED SUBSIDIARIES                          -            (14,480)
                                             -----------        -----------

NET INCOME (LOSS) FROM CONTINUING OPERATIONS    (403,401)          (371,753)

DISCONTINUED OPERATIONS:
    Loss from operations of restaurants
      disposed of (net of income taxes)       (1,182,278)          (114,299)
                                             -----------        -----------

NET INCOME (LOSS) BEFORE DIVIDENDS            (1,585,679)          (486,052)

PREFERRED STOCK DIVIDENDS                              -            (13,205)
                                             -----------        -----------

NET INCOME (LOSS)                            $(1,585,679)       $  (499,257)
                                             ===========        ===========

BASIC EARNINGS PER SHARE                     $     (0.36)       $     (0.13)
                                             ===========        ===========
DILUTED EARNINGS PER SHARE                      N/A                 N/A
                                             ===========        ===========
AVERAGE COMMON AND COMMON EQUIVALENT:
    BASIC SHARES                               4,400,577          3,870,665
                                             ===========        ===========

</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                              ATOMIC BURRITO, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
                       Series A      Series B     Series C       Series D
                    10% Convertible    10%     10% Convertible     10%       Common
                    Preferred Stock Preferred  Preferred Stock  Preferred     Stock
                    --------------- ---------  ---------------  ---------    -------
                         Value        Value         Value         Value      $0.001     Additional                      Total
                          of            of           of             of         par        Paid-In     Accumulated   Stockholder's
                        Shares        Shares       Shares         Shares     Value (1)   Capital (1)     Deficit        Equity
                    ---------------  --------  ----------------  --------    -------    ------------  -----------    -------------
<S>                     <C>          <C>           <C>            <C>         <C>         <C>           <C>            <C>
Balance,
  December 31, 1998     $ 400,000    $  145,000    $      -       $    -      $  3,735    $4,397,351    $(2,937,870)   $2,012,216

Redemption
  preferred stock              -       (145,000)          -            -             -             -              -      (145,000)

Common stock issued
  in settlement
  of accounts payable          -              -           -             -           111       65,390              -         65,501

Exercise of stock
  options                      -              -           -             -            30       22,470              -         22,500

Common stock issued
  to acquire restaurant        -              -           -             -           360      269,640              -        270,000

Cash dividends
  Preferred-
    $1 per                     -              -           -             -             -            -        (10,000)       (10,000)
    $1.20 per share            -              -           -             -             -            -         (3,205)        (3,205)

Net loss
  year ended
  December 31, 1999            -              -           -             -             -            -       (486,052)      (486,052)
                     ---------------------------------------------------------------------------------------------------------------
Balance,
  December 31, 1999     $  400,000   $        -    $      -       $     -     $   4,236   $4,754,851    $(3,427,127)   $ 1,731,960
                     ===============================================================================================================
Balance,
  December 31, 1999     $  400,000            -           -             -     $   4,236   $4,754,851    $(3,427,127)   $ 1,731,960

Exercise of stock
  options                        -            -           -             -            170     127,254              -        127,424

Preferred Stock issued           -            -      60,000             -              -           -              -         60,000

Common stock issued
  to purchase interest
  in Boots, Inc.                 -            -           -             -            200     149,800              -        150,000

Common stock issued
  for cash                       -            -           -             -            310      74,690              -         75,000

Net loss
  twelve months ended
  December 31, 2000              -            -           -             -              -           -     (1,585,679)   (1,585,679)
                     ---------------------------------------------------------------------------------------------------------------
Balance,
  December 31, 2000     $  400,000   $        -    $ 60,000       $     -     $   4,916   $5,106,595    $(5,012,806)   $  558,705
                     ===============================================================================================================

</TABLE>

(1)  The  common  stock  and  additional  paid-in  capital  have  been  adjusted
     retroactively  to  reflect  the  change in par value from $0.1 to $.001  on
     September 3, 1999.

   The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>


                              ATOMIC BURRITO, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   Page 1 of 2


<TABLE>

<CAPTION>
                                                             2000           1999
                                                           -----------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                        <C>           <C>
   Net loss                                                $(1,585,679)  $ (486,052)
   Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities -
     Depreciation and amortization                             339,594      335,305
     Noncash charges to discontinued operations                781,888           -
     Gain on sale of assets                                         -      (100,000)
     Minority interests in earnings of subsidiaries                 -       (66,867)
     Deferred tax provisions                                        -       267,740
     Changes in assets (increase) decrease -
        Accounts receivable                                     66,436          215
        Due from related parties                                   486           -
        Inventories                                             33,833      (36,257)
        Prepaid expenses                                       (26,150)      69,138
        Deposits and other assets                               29,565      (84,364)
     Changes in liabilities increase (decrease) -
        Accounts payable                                       (51,374)     374,427
        Accrued expenses                                      (122,548)      17,582
        Dividends payable                                            -      (22,900)
                                                           -----------   ----------
            Net cash provided by (used in)
               operating activities                           (533,949)     267,967
                                                           -----------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Notes and loans receivable                                       -       (50,000)
   Repayments of notes receivable                              (28,642)     313,495
   Acquisition of property and equipment                      (167,746)  (1,508,385)
                                                           -----------   ----------
     Net cash used in investing activities                    (196,388)  (1,244,890)
                                                           -----------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Partnership distributions to minority interests             105,402      217,750
   Sale of common stock                                        202,424       26,340
   Sale of preferred stock                                      60,000           -
   Retirement of preferred stock                                    -      (145,000)
   Payments of dividends                                            -       (13,205)
   Repayments of notes payable, related parties                     -       (30,656)
   Borrowings under notes payable and capital leases           323,985    1,243,163
   Repayments of notes payable and capital leases              (55,171)    (354,258)
                                                           -----------   ----------
     Net cash provided by financing activities                 636,640      944,134
                                                           -----------   ----------

NET INCREASE (DECREASE) IN CASH                                (93,697)     (32,789)

CASH, BEGINNING OF PERIOD                                      172,622      205,411
                                                           -----------   ----------

CASH, END OF PERIOD                                        $    78,925   $  172,622
                                                           ===========   ==========
</TABLE>



  The accompanying  notes are an integral part of these financial statements.

                                       7
<PAGE>


                              ATOMIC BURRITO, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   Page 2 of 2

<TABLE>

<CAPTION>


                                                              2000           1999
                                                           -----------   ----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
<S>                                                        <C>           <C>
   Cash paid for interest                                  $   117,798   $   76,903
                                                           ===========   ==========

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
   During March 1999, the Company sold its
   rights to a note receivable, previously
   written  off, for a $100,000 note receivable
   due from the affiliate.                                 $         -   $  100,000

   During 1999, the Company issued 111,000
   shares of common stock in settlement of
   accounts payable totaling $65,500.                      $         -   $   65,000

   On December 31, 1999, the Company issued
   360,000 shares of common stock to acquire
   cash of $3,840 plus all assets and
   liabilities of  AB of Norman, L.L.C.                    $         -    $   3,840

   During June 2000, the Company issued 200,000
   shares  of its common stock in exchange for
   the 20% interest in Boots, Inc. not owned by
   the Company.  This transaction was valued
   at $150,000 for financial reporting purposes,
   resulting in goodwill of $89,704.                        $  150,000   $        -

   During September 2000, the Company sold the
   assets and operations of its Atomic Burrito
   restaurant in Norman, Oklahoma in exchange
   for a note receivable of $370,000.                       $  370,000   $         -

   During November 2000, the Company sold the
   assets, liabilities and operations of its
   Atomic Burrito restaurants in Tulsa,
   Oklahoma and  Wichita, Kansas and Atomic
   Development Corporation in exchange for
   notes receivable totaling $385,000.  The
   restaurants and the development company were
   sold to a former officer of the Company.                $   385,000   $          -

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       8
<PAGE>


                              ATOMIC BURRITO, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2000 and 1999


1.      DESCRIPTION OF BUSINESS

        Atomic  Burrito,  Inc. (the  "Company"),  was  incorporated  on July 19,
        1999 as Western Oklahoma,  Inc.  On September 3, 1999, Western Oklahoma,
        Inc., a shell corporation, was merged with Western Country Clubs,  Inc.,
        a Colorado  corporation,  incorporated  on  December 19,  1989.  Western
        Oklahoma,  Inc.  became the  surviving  corporation  in this merger.  On
        September 3, 1999, Western Oklahoma,  Inc.  changed  its name to  Atomic
        Burrito, Inc. These financial statements include the activity of Western
        Country Clubs, Inc. prior to its merger with Western Oklahoma, Inc.

        During 2000, the Company decided not to continue  developing its "Atomic
        Burrito"  restaurants  and  sold  two of its  locations, along  with the
        "burrito concept", to its then president, who resigned in May  2000. The
        Company  also  ended its joint  venture  agreement  with New York  Bagel
        Enterprises,  Inc.,  sold its Norman store  location and  abandoned  the
        Oklahoma   City  and  Houston   stores.   The   following   subsidiaries
        consolidated  in  prior  years  participated  in the  activities  of the
        "burrito concept":

               Atomic  Development,  Inc., was a wholly owned  subsidiary  which
               held the "burrito concept" and was responsible for developing it,
               was sold to the Company's former president (see Note 13).

               AB of Tulsa-I,  L.L.C.,  57% owned, and AB of Wichita-I,  L.L.C.,
               60%  owned, were  locations  which  were  sold  to  the Company's
               former president (see Note 13).

               AB of Norman-I, L.L.C., 100% owned, formed in 1999, was sold (see
               Note 13).

               AB of Houston-I, L.L.C., 50% owned, formed in 1999, was abandoned
               (see Note 13).

               AB of OKC-I,  L.L.C.,  100% owned,  formed in 1999,  and awaiting
               disposition (see Note 13).

        Other subsidiaries and divisions which remain active are as follows:

               Western  Country Club 1, Ltd.  ("Indy") is a limited  partnership
               formed on January 19,  1993.  Indy owned and operated a nightclub
               in  Indianapolis,  Indiana,  which was sold in early 1998.  As of
               December  31,  2000,  this  partnership  owns  $480,000  in notes
               receivable,  which  are  to be  distributed  to  the  Company  in
               liquidation of this partnership.

<PAGE>

               The St. Louis division of the Company was  acquired on October 7,
               1994.  This division operates a nightclub in St. Louis, Missouri.

               Entertainment  Wichita, Inc. ("EWI"), a wholly-owned  subsidiary,
               owns In Cahoots,  Ltd. ("In Cahoots").  In  Cahoots  is a limited
               partnership  that  owns  and  operates  a nightclub  in  Wichita,
               Kansas.

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           Cash and cash equivalents
           -------------------------
           The Company  considers  all highly liquid  investments  with original
           maturities of three months or less to be cash equivalents.

           Estimates
           ---------
           The preparation of financial  statements in conformity with generally
           accepted accounting  principles requires management to make estimates
           and  assumptions  that  affect  the  reported  amounts  of assets and
           liabilities  and disclosure of contingent  assets and  liabilities at
           the date of the  financial  statements  and the  reported  amounts or
           revenues and expenses  during the reporting  period.  Actual  results
           could differ from these estimates. Significant estimates were made in
           determining the losses attributable to discontinued operations.

           Consolidation
           -------------
           The  consolidated  financial  statements  include the accounts of the
           Company and all of its wholly-owned and majority owned  subsidiaries,
           limited  liability  companies and partnerships as described in Note 1
           above. All significant  intercompany  accounts and transactions  have
           been eliminated in consolidation.

           Investments
           -----------
           Investments in partnerships in which the Company owns less than a 20%
           interest are accounted for on the cost basis reduced by any permanent
           impairments in the investment's carrying value.

           Inventories
           -----------
           Inventories  consist of liquor,  wine, beer, boutique items, and food
           items.  Inventories  are  stated  at the  lower  of  cost  (first-in,
           first-out) or market.

           Property and Equipment
           ----------------------
           Property and equipment are stated at cost.  Depreciation  is provided
           using the  straight-line  method  over the assets'  estimated  useful
           lives  as follows:  leasehold and other  improvements,  10-15  years;
           restaurant equipment, 7-10 years; furniture and fixtures, 7-10 years;
           signage, 10 years.

           Intangibles
           -----------
           Organization  costs,  liquor license costs and goodwill are amortized
           over five years.  The  covenant  not to compete is  amortized  over 3
           years.

           Measurement of impairment
           -------------------------
           At each  balance  sheet  date,  the  Company  reviews  the  amount of
           recorded goodwill,  covenant not to compete, related nightclub assets
           and the related restaurant assets (separately by club and restaurant)
           for impairment.  Whenever events or changes in circumstances indicate
           that the carrying amount of the expected cash flows from these assets
           is less than the carrying  amount of these  assets,  the Company will
           recognize  an  impairment  loss in such period in the amount by which
           the  carrying  amount of the  assets  exceeds  the fair  value of the
           assets.  These  considerations  were  made in  recording  the  losses
           arising from the discontinued operations.

           Repairs and maintenance
           -----------------------
           Normal costs incurred to repair and maintain fixed assets are charged
           to operations as incurred. Repairs and betterments,  which extend the
           life of an asset are  capitalized and  subsequently  depreciated on a
           straight-line basis over the remaining useful life of the asset. When
           assets are sold or retired, the cost and accumulated depreciation are
           removed from the accounts and any resulting  gain or loss is included
           in operations.  Loss from discontinued  operations includes the gains
           and losses attributable to equipment and fixtures sold or abandoned.

           Income taxes
           ------------
           Income taxes are provided based on earnings reported in the financial
           statements.  The Company  follows  Statement of Financial  Accounting
           Standards  No. 109  whereby  deferred  income  taxes are  provided on
           temporary  differences  between reported earnings and taxable income.
           See Note 10 for further detail.

           Net income (loss) per common share
           ----------------------------------
           Basic   income(loss)   per  common  share  is  computed  by  dividing
           income(loss)  by  the  weighted   average  number  of  common  shares
           outstanding  for the  period.  Diluted  net income  per common  share
           reflects  potential  dilution that could occur if preferred  stock or
           other  contracts to issue  common  stock were  exercised or converted
           into common stock. Diluted net loss per common share does not reflect
           dilution  from  potential  common  shares,  because to do so would be
           antidilutive.

           Concentration of credit risk
           ----------------------------
           Financial  instruments,  which  potentially  subject  the  Company to
           concentrations  of credit risk, are primarily cash and temporary cash
           investments.  The Company places its cash investments in highly rated
           financial institutions.  At times, the Company may have bank deposits
           in excess of Federal Deposit  Insurance  Commission (FDIC) limits. At
           December 31, 2000, the Company had no uninsured deposits.

           Reclassifications
           -----------------
           Certain  reclassifications  have  been  made  to the  1999  financial
           statements to conform with the 2000 presentation.

3.      NOTES AND LOANS RECEIVABLE

        The Company had the following notes and loans receivable at December 31,
2000:

           9% note receivable due from a
           corporation, due October 2005                            $    75,000


           9% note receivable due from a
           corporation, due October 2005                                150,000

           9% note receivable due from a
           corporation, due October 2005                                160,000

           8%  note  receivable  due  from
           an individual, payable in monthly
           installments of $3,536, including
           interest, due September 2007                                 370,000
                                                                      ---------

                                                                        755,000
               Less: Reserve for doubtful
               collectibility                                          (350,000)
                                                                      ---------
           Total, net of reserve for collectibility                     405,000

           Current portion                                               37,266
                                                                      ---------
           Long-term portion                                        $   367,734
                                                                      =========

        In addition,  the Company had the following  notes  receivable  due from
        affiliates as of December 31, 2000:

           6% note receivable due from a
           corporation in March 2001                               $    100,000

           6% note receivable due from
           a corporation in April 2002                                   50,000

           8% note receivable due from a
           corporation in April 2001                                    480,000
                                                                      ---------

               Total notes receivable - affiliates                 $    630,000
                                                                      =========

4.      PROPERTY AND EQUIPMENT

        Property and equipment as of December 31, 2000, include the following:

           Leasehold and other improvements                          $1,739,238
           Restaurant and club equipment                                593,635
           Furniture and fixtures                                       297,565
           Signage                                                       70,357
                                                                     ----------

                                                                      2,700,795
           Less accumulated depreciation                             (1,701,884)
                                                                     ----------

                Total property and equipment                          $ 998,911
                                                                     ==========

        Certain property and equipment located at the AB of OKC-I restaurant has
        been  reduced  to  net  realizable   value  by  a  reserve  of  $200,000
        established by management (See Note 13).

        Included in the  accompanying  consolidated  statement of  operations is
        $339,594 and $335,305 of depreciation and amortization  expense for 2000
        and 1999, respectively.

5.      FAIR VALUE OF FINANCIAL INSTRUMENTS

        The carrying amounts of cash,  short-term notes  receivable,  commercial
        paper  and  accounts  payable  approximate  fair  value  because  of the
        short-term maturity of these instruments.  Management has established an
        appropriate  allowance to reduce the carrying  amount of long-term notes
        receivable to approximate fair value.

        The carrying value of long-term  debt,  including the current portion in
        the financial statements, approximates fair value.

6.      IMPAIRMENT OF LONG-LIVED ASSETS

        During 2000,  the Company  recognized  an  impairment of $200,000 on the
        assets of AB of OKC-I and an  impairment of $108,373 on the assets of AB
        of Houston-I.  These  impairments were recognized in connection with the
        Company's  decision to discontinue  development of its "Atomic  Burrito"
        restaurants.

7.      NOTES PAYABLE

        As of December  31,  2000,  the Company had a $28,005  note payable to a
        related  party at 1% over  prime,  payable  in monthly  installments  of
        $6,250.  The note is secured by the ownership  interest of a stockholder
        and  the  guarantee  of a  financial  corporation  and  had an  original
        maturity of July 2000.

        Long-term debt consists of the following at December 31, 2000:


           9% note  payable to a bank,
           due in monthly installments
           of $12,000 including interest
           through April 2002, secured by
           personal guarantees of stockholders,
           and equipment.                                          $    472,889

           9.25% note payable to a bank,
           due in monthly installments
           of $6,172 including interest
           through April 2001, secured by
           personal guarantees of stockholders,
           and equipment.                                               291,935

           8.5% note payable to a bank,
           due in monthly installments
           of $4,116 including interest
           through August 2000, secured
           by personal guarantees of stockholders,
           accounts receivable, inventory,
           and equipment.  At December 31,
           2000, the Company was in the
           process of renegotiating the
           terms of this note payable.                                  165,078

           13.5% note payable to a
           mortgage company, due in
           monthly installments of
           $7,500 through September 2000,
           secured by accounts  receivable,
           inventory, and equipment.  This
           note was satisified in connection
           with the sale of the Wichita
           In Cahoots club (See Note 14).                               100,000

           13.5% note payable to a limited
           liability partnership, with all
           principal and interest due April
           2001, secured by all interest in
           InCahoots Limited Partnership via
           Entertainment Wichita, Inc. In the
           event of non-payment by due date, the
           interest rate on this note adjusts
           to 19.5%. This note was satisified
           in connection with the sale of the
           Wichita In Cahoots club (See Note 14).                        50,000

           10% note payable to a limited liability
           company, due May 2001                                         50,000

           10% note payable to an affiliate, due
           May 2001 (See Note 7)                                         35,000
                                                                      ---------

               Total                                                  1,164,902

               Less:  Current portion                                  (798,290)
                                                                      ---------
               Noncurrent portion                                   $   366,612
                                                                      =========

        Maturities of long-term debt are as follows:

           Year ending December 31,                                    Amount
           ------------------------                                 ------------

                  2001                                             $    798,290
                  2002                                                  366,612
                                                                    ------------

                                                                   $  1,164,902
                                                                    ============

8.      RELATED PARTY TRANSACTIONS

        On July 3, 1993 In Cahoots signed a ten-year lease.  The lessor is a 20%
        limited  partner of In Cahoots.  Rent  expense  under this lease for the
        years  ended  December  31,  2000 and 1999,  amounted  to  $201,996  and
        $167,831, respectively.

        On  October 1,  1996,  EWI  assumed  $150,000  of debt when it  acquired
        control of In Cahoots.  The remaining balance of $28,005 at December 31,
        2000 is due to a former limited partner of the Company.

        On February 6, 1998, the Company sold its  Indianapolis  club to a major
        stockholder  of the Company for a $600,000  note and the  assumption  of
        $490,426 of  long-term  debt and $60,078 of accrued  interest and taxes,
        less  $13,000  to  be  refunded  to  the  buyer.   The  Company  remains
        contingently  liable for these  debts until they are paid in full by the
        purchaser.  As of December 31,  2000,  the note  receivable  balance was
        $480,000.

        During  March  1999,  the  Company  sold its rights to a fully  reserved
        receivable  to an  affiliate  for a $100,000  note  receivable  from the
        affiliate.

        During  November  2000,  the  Company  sold its  interest  in its Atomic
        Burrito  restaurants in Tulsa,  Oklahoma and Wichita,  Kansas to a major
        stockholder  and former  president  of the Company for notes  receivable
        totaling $385,000.  As of December 31, 2000, these notes were reduced to
        a net  realizable  value of  $206,500  through  the  establishment  of a
        reserve for future collectibility.

        The Company has a note  payable to an affiliate  not to exceed  $50,000.
        This note  includes  interest at 10% and is payable upon maturity in May
        2001.  Amounts borrowed on this note are funded at the discretion of the
        affiliate. At December 31, 2000, the balance of this note was $35,000.

9.      STOCKHOLDERS' EQUITY

        On April 16, 2000, dividends in arrears on the Company's 10% convertible
        preferred stock totaling $30,000 were waived.

        On December 29, 2000, dividends in arrears on the Company's 10% Series A
        convertible preferred stock totaling $40,000 were waived.

        On March 9, 2000,  the Board of  Directors  approved  an Omnibus  Equity
        Compensation Plan for employees and consultants. The aggregate number of
        common  shares as to which  options and awards may be granted  shall not
        exceed  572,208.  At the time of grant,  the Company will  determine the
        exercise  price  and  the  vesting   period.   The  Company's   existing
        equity-based compensation plans shall be incorporated into this Plan.

        During 1999, the Company  redeemed all  outstanding  Series B cumulative
        convertible preferred stock.

        During  1999,  the  Company  issued  111,000  shares of common  stock in
        settlement of payables totaling $65,501.

        During 2000 and 1999,  stock  options  for 169,900  and  30,000  shares,
        respectively  of the  Company's common stock were exercised at $0.75 per
        share.

        During  December of 1999,  the Company  acquired  certain assets and the
        operations of an Atomic Burrito restaurant  located in Norman,  Oklahoma
        in exchange for 360,000 shares of the Company's  restricted common stock
        and the  assumption of $60,967 in debt.  The voting rights to this stock
        were placed in a voting trust for a period of one year. This acquisition
        was treated as a purchase for financial reporting purposes.

                The break down on this purchase is as follows:

                       Current Assets                $  19,093
                       Property and Equipment          270,000
                       Other Assets                     13,500
                       Goodwill                         38,374
                                                     ---------

                                                     $ 340,967
                                                     =========

                       Accounts payable              $  70,967
                       Capital stock issued            270,000
                                                     ---------

                                                     $ 340,967
                                                     =========

        As discussed at Note 13, the Company sold the Norman restaurant location
        during September 2000.

        A schedule of the Company's  preferred and common stock transactions for
        the years ended December 31, 1999 and 2000 is as follows:

<TABLE>

<CAPTION>


                                Series A           Series B            Series C       Series D
                              10% Convertible    10% Convertible   10% Convertible  10% Convertible     Common
                              Preferred Stock    Preferred Stock   Preferred Stock  Preferred Stock     Stock
                              ---------------------------------------------------------------------------------
                              Number               Number             Number          Number           Number
                                of                  of                 of              of                of
                              Shares               Shares             Shares          Shares           Shares
                              ---------------------------------------------------------------------------------

<S>                          <C>                 <C>               <C>             <C>              <C>
Balance,
   December 31, 1998           40,000              14,500               -                -           3,734,721

Redemption
   preferred stock                  -             (14,500)              -                -                   -

Common stock issued
   in settlement
   of accounts payable              -                   -               -                -             111,000

Exercise of stock options           -                   -               -                -              30,000

Common stock issued
   to acquire restaurant            -                   -               -                -             360,000
                              ---------------------------------------------------------------------------------
Balance,
    December 31, 1999          40,000                   -               -                -           4,235,721

Exercise of stock options           -                   -               -                -             169,900

Preferred Stock issued              -                   -           6,000                -                   -

Common stock issued
   to purchase interest
   in Boots, Inc.                   -                   -               -                -             200,000

Common stock issued
   for cash                         -                   -               -                -             310,000
                              ---------------------------------------------------------------------------------
Balance,
    December 31, 2000          40,000                   -           6,000                -           4,915,621
                              =================================================================================

</TABLE>



10.     INCOME TAXES

        As of December  31,  2000,  the  Company's  deferred  tax assets were as
        follows:

           Tax over book basis of fixed and
              intangible assets                                     $   191,748
           Net operating loss carryforwards                           1,328,259
           Charitable contribution carryforwards                          1,549
                                                                     ----------
                                                                      1,521,556
           Valuation allowance                                       (1,421,556)
                                                                     ----------
           Net deferred tax asset                                       100,000
           Current asset                                                100,000
                                                                     ----------
           Long-term asset                                          $         -
                                                                    ===========


        Realization  of the  deferred  tax asset is  dependent  upon the Company
        generating  sufficient  future  taxable  income  against  which its loss
        carryforward  and loss  from  impairment  of  long-lived  assets  can be
        offset. Management has determined that it is not likely that the Company
        will be able to realize all the tax benefits from the net operating loss
        carryforward  and  impairment  of  long-lived  assets and has  therefore
        reduced the  deferred tax asset by a valuation  allowance.  During 1999,
        the Company revised  downward by $267,740 its estimate of the realizable
        portion of its  deferred tax asset,  resulting  in a $267,740  charge to
        current year income tax expense.

        Changes in the components of the Company's deferred tax assets for 2000,
        are as follows:

           Deferred tax asset - beginning of year                   $ 100,000
           Difference between book and
              tax depreciation                                       (103,514)
           Leases with scheduled rent increases                       (36,293)
           Net operating loss carryforwards                           368,394
           Change in valuation allowance                             (228,587)
           Charge against current year earnings                             -
           Valuation allowance charged against
              current operations                                            -
                                                                    ---------
           Deferred tax asset - end of year                         $ 100,000
                                                                    =========

           Current portion of deferred tax asset                    $ 100,000

           Long-term portion of deferred
              tax asset                                                     -
                                                                    ---------

                                                                    $ 100,000
                                                                    =========

        The difference  between the Company's  effective income tax rate and the
        United States  statutory  rate is  reconciled  below for the years ended
        December 31, 2000 and 1999:
                                                           2000          1999
                                                        ----------    ----------

           United States statutory rate                     0.0%          0.0%
           State income taxes, net of federal
              income tax benefit (cost)                     0.0           0.0
           Increase in valuation allowance                  0.0           0.0
           Other                                            0.0           0.0
                                                        ----------    ----------

                                                            0.0%          0.0%
                                                        ==========    ==========


        At December 31, 2000, the Company has a net operating loss  carryforward
        of approximately $3,700,000 which begins to expire in 2013.

        Based upon the sale of the  Wichita  In Cahoots  club, the  deferred tax
        asset of $100,000  at December 31, 2000 is expected to be fully realized
        in 2001.

11.     COMMITMENTS

        Capital Leases
        --------------
        The Company is the lessee of certain restaurant  equipment under capital
        leases  expiring  through  2005.  The assets and  liabilities  under the
        capital leases are recorded at the fair value of the assets.  The assets
        are  amortized  over the estimated  productive  lives.  Amortization  of
        assets under the capital leases is included in depreciation  expense for
        2000 and 1999.

        Minimum  future lease  payments  under capital leases as of December 31,
        2000 for each of the next five years and in the aggregate are:

           Year ending December 31,                              Amount
           ------------------------                           -----------

                 2001                                          $ 76,797
                 2002                                            72,049
                 2003                                            57,016
                 2004                                            53,669
                 2005                                             6,909
                                                              -----------

           Total minimum lease payments                         266,440
           Less: amount representing interest                   (74,100)
                                                              -----------
           Amount representing principal                        192,340
           Less: current portion                                (45,692)
                                                              -----------
           Long-term portion                                   $146,648
                                                              ===========

        These  capital  leases  provide  for a  purchase  price  of  $1  at  the
        expiration of their respective lease terms.

        Operating Leases
        ----------------
        On July 30,  1993,  In Cahoots  entered  into a building  lease for club
        operations in Wichita,  Kansas,  with a 20% limited  partner.  The lease
        term is ten years  commencing  October 15, 1993.  In addition to minimum
        rental  payments  of  $12,500,  In  Cahoots is  obligated  to pay to the
        landlord,  as  additional  rent,  a  percentage  of  gross  sales  after
        deductions for alcohol and sales taxes. The lease agreement contains two
        five-year  renewal  options at the primary  lease term rental rate.  The
        Company,  during 1999, amended this lease to provide for additional rent
        of $4,333 per month for the Pockets Sports Grill addition.  As discussed
        in Note 14,  the furniture,  fixtures and equipment  at the Wichita Club
        were sold effective April 11, 2001.

        In December  1993,  the Company  entered into a building  lease for club
        operations in St. Louis,  Missouri. The lease term is ten years with two
        five-year  renewal options.  Minimum rent per month is $22,238 for years
        one through  five and $26,686 per month for years six through  ten.  The
        lease  requires a $25,000  security  deposit,  and is  guaranteed  by an
        affiliated Company.

        On October 4, 1999, the Company entered into a lease agreement for 4,250
        square feet of space in Oklahoma  City,  Oklahoma,  for a Company- owned
        Atomic  Burrito  restaurant.  The  lease is for a term of 5 years  and 4
        months,  with two five-year  option periods at prices increased from the
        initial term  rent of  $4,227 per  month.  Although  operations  at this
        restaurant  have  been  discontinued,  the  Company  continues  to  make
        payments in accordance with the terms of this lease (See Note 13).

        Rent expense for the years ended  December 31, 2000 and 1999 amounted to
        $557,206 and $560,657,  respectively.  Rent expense for 2000 and 1999 is
        net of $183,128 and $139,607, respectively, of rental income received.

        Minimum future rental  payments under  non-cancelable  operating  leases
        having remaining terms in excess of one year as of December 31, 2000 for
        each of the next five years and in the aggregate are:

           Year ending December 31,                              Amount
           ------------------------                           -----------

                 2001                                        $  370,956
                 2002                                           370,956
                 2003                                           344,270
                 2004                                            50,724
                 2005                                             4,227
                                                             -----------

                                                             $1,141,133
                                                             ===========

        These  commitments do not reflect rental income  expected to be received
        from sublease of a portion of the St. Louis facility.

        Three B's Restaurant Group
        --------------------------
        In connection with the sale of its `Atomic Burrito' restaurants to Three
        B's (See Note 13),  the  Company  agreed to provide  financing  of up to
        $40,000  AB of  Wichita-I  L.L.C.  for  operating  purposes.  Any  funds
        advanced in  accordance  with this  agreement are secured by all options
        and  warrants  owned  by the  former  president  of the  Company.  As of
        December 31, 2000,  no funds  had been  advanced to Three B's under this
        agreement.

12.     LITIGATION

        The  Company is involved in various  claims and legal  proceedings  of a
        nature  considered normal to its business,  principally  personal injury
        claims  resulting  from  incidents  occurring  on  the  premises  of the
        Company's  nightclubs.  While it is not feasible to predict or determine
        the financial outcome of these proceedings,  management does not believe
        that they will result in a materially  adverse  effect on the  Company's
        financial position, results of operations or liquidity.

13.     DISCONTINUED OPERATIONS

        On August 30, 2000, the Company  announced its intentions to discontinue
        its Atomic  Burrito  Restaurant  operations.  Accordingly  the following
        sales occurred prior to December 31, 2000:

        (1)The Company president resigned and formed Three B's Restaurant Group,
           Inc.(Three  B's),  which  bought  from  the  Company  its  subsidiary
           company,  which  held the  restaurant  concept,  Atomic  Development,
           Inc.(Development)  and two companies which held the majority interest
           in two restaurant locations,  AB of Tulsa-I,  L.L.C.(Tulsa) and AB of
           Wichita-I,  L.L.C.(Wichita)  for $425,000 on November 30, 2000. Three
           B's  acquired  the leases for the two  restaurant  locations  and all
           assets and liabilities of the entities sold. However, the Company was
           required  to reduce  accounts  payable of Tulsa by  $40,000  and loan
           Wichita  $40,000  which is to be repaid  beginning May 30, 2001 at an
           interest rate of 9% per annum with a first payment of $4,000 and $550
           monthly  thereafter until October 31, 2005 with the remaining balance
           being due at that  time.  At  December  31,  2000,  no funds had been
           advanced to Three B's on this note.

           Three B's issued  three  notes as  consideration  for the sale of the
           above mentioned entities, as follows:  Development - $75,000, Tulsa -
           $160,000 and Wichita - $150,000. All notes bear interest at a rate of
           9% per annum,  have monthly  payments  scheduled to commence  June 1,
           2001 with  final  payment  due on  October  31,  2005.  The notes are
           collateralized by all of the assets of the entities acquired by Three
           B's with  requirements  of the  Company  to provide  satisfaction  on
           certain  liabilities of the entities sold to Three B's. In connection
           with this  transaction,  the  Company has  provided  for a reserve of
           $178,500  to cover  future  possible  losses  which  could arise from
           disputes  resulting  in  adjustments  in  amounts  paid on the  notes
           receivable.

        (2)The Company sold its Norman restaurant  location to Atomic Restaurant
           Group,  L.L.C.  (ARG) on September  15,  2000.  The sales price was a
           $370,000 note payable in  installments  at 8% beginning  November 15,
           2000 for  $3,535.91  until paid in full on September  15,  2007.  The
           Company  sold all its  assets at the  Norman  location  but was still
           liable for the  liabilities  in the AB of  Norman-I,  L.L.C.  entity,
           which included the obligations on the Norman location equipment.  The
           Company  has  provided a $171,500  reserve to cover  future  possible
           losses which could arise from disputes  resulting in  adjustments  in
           amounts paid on the note receivable.

        The Houston location and the Oklahoma City locations  ceased  operations
        and the  equipment  at the Houston  location  has been  written  down to
        $120,000, which is the anticipated sales price of the equipment to Three
        B's.  The Oklahoma  City  property has been written down by $200,000 and
        the  Company is  currently  paying the  rental on this  location  and is
        responsible for the liabilities of the Oklahoma City location.

        At December 31, 2000, the Company  believes that it has provided for all
        potential  losses  attributable to its decision to dispose of the Atomic
        Burrito  restaurant  concept and has reflected this loss in discontinued
        operations of the Company.

14.     SUBSEQUENT EVENTS

     On March 7, 2001, the Company agreed to the sale of its nightclub  business
     in  Wichita, Kansas for $1,200,000 in cash. The sale includes the equipment
     and improvements, the lease, permits and licenses at this location together
     with certain other assets at this location. The Company closed on this sale
     on April 12, 2001, realizing a gain of approximately $625,000 in connection
     with this  transaction.  Certain notes payable to a mortgage  company and a
     limited  liability  partnership,  along with  accrued  interest  due,  were
     satisified in connection with this transaction (See Note 7).

<PAGE>



Exhibit 11


                              ATOMIC BURRITO, INC.

                        CALCULATION OF EARNINGS PER SHARE

                                DECEMBER 31, 2000


<TABLE>
<CAPTION>
                                                                                Weighted
                                                      Shares        Days         Average
                                         Date       Outstanding  Outstanding     Shares
                                        ----------  -----------  -----------    ----------

<S>                                    <C>          <C>           <C>           <C>
BASIC EARNINGS (LOSS) PER SHARE:
  Common shares outstanding
    at December 31, 1999                12/31/1999   4,235,721      365          4,235,721

  Exercise of stock options              2/29/2000      18,750      214             10,993
  Exercise of stock options              3/31/2000      34,250      183             17,172
  Exercise of stock options              4/30/2000     105,900      153             44,389
  Exercise of stock options              5/31/2000       7,000      122              2,340
  Issuance of common stock for 20%
    interest in Boots, Inc.              6/30/2000     200,000       93             50,959
  Common stock issued for cash           8/18/2000      60,000       43              7,068
  Exercise of stock options              8/22/2000       2,000       39                214
  Common stock issued for cash           8/22/2000       2,000       39                214
  Common stock issued for cash          11/15/2000     250,000       46             31,507
                                                     ---------                  ----------

  Common shares outstanding
    at December 31, 2000                             4,915,621                   4,400,577
                                                     =========                  ==========
  Net earnings (loss) per share                                                $(1,585,679)
                                                                                ==========
  Basic earnings (loss) per share                                              $     (0.36)
                                                                                ==========
</TABLE>