UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended: March 31, 2004
Commission file number: 0-18590
GOOD TIMES RESTAURANTS INC.

(Exact name of small business issuer as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

84-1133368

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

601 CORPORATE CIRCLE, GOLDEN, CO 80401

(Address of principal executive offices)

(303) 384-1400

(Issuer's telephone number)

 

(Former name, former address and former fiscal year, since last report.)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

(x)Yes	()No
**APPLICABLE ONLY TO CORPORATE ISSUERS**
Total number of shares of common stock outstanding at May 14, 2004.

2,335,857 SHARES OF COMMON STOCK, .001 PAR VALUE

Transitional Small Business Disclosure Format (check one): ( )Yes	(x)No
**Form 10-QSB

Quarter Ended March 31, 2004******INDEX**PAGE**PART I - FINANCIAL INFORMATION**
1.
Financial Statements

Consolidated Balance Sheets - March 31, 2004 and September 30, 2003
3 - 4

Consolidated Statements of Operations - For the three months ended March 31, 2004 and 2003 and for the six months ended March 31, 2004 and 2003
5

Consolidated Statements of Cash Flow - For the three months ended March 31, 2004 and 2003 and for the six months ended March 31, 2004 and 2003
6 - 7

Notes to Financial Statements
8

2.
Management's Discussion and Analysis
9 - 15

3.
Quantitative and Qualitative Disclosures About Market Risk
15   
4.
Controls and Procedures
15 - 16**PART II - OTHER INFORMATION**
 

1 through 6
16 - 17

**SIGNATURES
17    **CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
18    **CERTIFICATION OF THE CONTROLLER
19    **CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CONTROLLER
20**GOOD TIMES RESTAURANTS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

ASSETS**

March 31,

2004
September 30,

2003
CURRENT ASSETS:

     Cash and cash equivalent
$  954,000
$1,480,000
     Receivables, and other
359,000
206,000
     Inventories
102,000
112,000
     Notes receivable
      84,000
      66,000
          Total current assets
1,499,000
1,864,000

PROPERTY AND EQUIPMENT, at cost:

     Land and building
3,507,000
3,505,000
     Leasehold improvements
2,708,000
2,711,000
     Fixtures and equipment
  5,031,000
  4,989,000

11,246,000
11,205,000

     Less accumulated depreciation and amortization
(6,519,000)
(6,112,000)

4,727,000
5,093,000
OTHER ASSETS:

     Notes receivable, net of current portion
589,000
546,000
     Deposits & other
       93,000
       84,000

682,000
630,000

TOTAL ASSETS
$6,908,000
$7,587,000**LIABILITIES AND STOCKHOLDERS' EQUITY**
CURRENT LIABILITIES:

     Current maturities of long-term debt and capital leases
$  351,000
$  338,000
     Accounts payable
223,000
209,000
     Deferred income
25,000
85,000
     Accrued liabilities - other
   651,000
   542,000
          Total current liabilities
1,250,000
1,174,000

LONG-TERM LIABILITIES:

     Debt and capitalized leases, net of current portion
1,053,000
1,230,000
     Deferred liabilities
   494,000
   487,000
     Total long-term liabilities
1,547,000
1,717,000

MINORITY INTERESTS IN PARTNERSHIPS
720,000
774,000**GOOD TIMES RESTAURANTS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (Continued)

(Unaudited)**

March 31,

2004
September 30,

2003
STOCKHOLDERS' EQUITY:

Preferred stock, $.01 par value; 5,000,000 shares authorized, none issued and outstanding.

Common stock, $.001 par value; 50,000,000 shares authorized, 2,311,923 shares issued and outstanding as of March 31, 2004 and 2,302,971 shares issued and outstanding as of September 30, 2003
2,000
2,000   
Capital contributed in excess of par value
13,389,000
13,372,000
Accumulated deficit
(10,000,000)
(9,452,000)
Total stockholders' equity
    3,391,000
   3,922,000   
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$6,908,000
$7,587,000**GOOD TIMES RESTAURANTS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)**

Three Months Ended 

March 31,
Six Months Ended 

March 31,

2004
2003
2004
2003
NET REVENUES:

     Restaurant sales, net
$3,541,000
$3,457,000
$6,988,000
$7,118,000
     Franchise net revenues
      85,000
      70,000
   127,000
   152,000
          Total revenues
3,626,000
3,527,000
7,115,000
7,270,000     
RESTAURANT OPERATING EXPENSES:

     Food & packaging costs
1,188,000
1,108,000
2,362,000
2,264,000
     Payroll & other employee benefit expenses
1,173,000
1,123,000
2,346,000
2,281,000
     Occupancy & other operating costs
596,000
599,000
1,192,000
1,187,000
     Accretion of deferred rent
7,000
6,000
12,000
12,000
     Depreciation & amortization
    189,000
    221,000
   381,000
   460,000
          Total restaurant operating costs
3,153,000
3,057,000
6,293,000
6,204,000     
     Selling, general & administrative expenses
629,000
620,000
1,295,000
1,276,000     
INCOME (LOSS) FROM OPERATIONS
(156,000)
(150,000)
(473,000)
(210,000)     
OTHER INCOME & (EXPENSES):

     Minority income (expense), net
(19,000)
(30,000)
(33,000)
(83,000)
     Interest, net
(6,000)
(25,000)
(13,000)
(50,000)
     Other, net
   (30,000)
     4,000
      (28,000)
      5,000
          Total other income & (expenses)
(55,000)
(51,000)
(74,000)
(128,000)     
NET INCOME (LOSS)
($211,000)
($201,000)
($547,000)
($338,000)     
BASIC & DILUTED NET INCOME (LOSS) PER COMMON SHARE
($        .09)
($        .09)
($       .24)
($       .15)     
WEIGHTED AVERAGE COMMON SHARES AND EQUIVALENTS USED IN PER SHARE CALCULATION

     BASIC
2,308,735
2,262,610
2,305,397
2,262,610
     DILUTED
N/A
N/A
N/A
N/A**GOOD TIMES RESTAURANTS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
 ****************