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

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

                   For the fiscal year ended September 28,2002

                                       OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES
    EXCHANGE ACT OF 1934

          For the transition period from ____________ to ____________


                          Commission File Number I-6836

                          Flanigan's Enterprises, Inc.
            ---------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Florida                               59-0877638
-------------------------------               -------------------
(State of other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)


   5059 N.E. 18th Avenue,   Fort Lauderdale, FL                    33334
--------------------------------------------------               ---------
    (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code, (954) 377-1961
                                                    --------------

Securities registered pursuant to Section 12(b) of the Act:

   Common Stock, $.10 Par Value            American Stock Exchange
   ----------------------------            -----------------------
       Title of each Class                  Name of each exchange
                                            on which registered

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]

The aggregate market value of the voting stock held by non-affiliates of the
registrant was $6,147,000 as of May 6, 2003.

There were 1,926,470 shares of the Registrant's Common Stock ($0.10) Par Value
outstanding as of May 21, 2003.



<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE

Information contained in the Registrant's 2003 definitive proxy material has
been incorporated by reference in Items 10, 11, 12 and 13 of Part III of this
Annual Report on Form 10-K.



                        Exhibit Index Begins on Page 35

                                     PART I
Item 1. Business
----------------

     When used in this report, the words "anticipate", "believe", "estimate",
"will", "may", "intend" and "expect" and similar expressions identify
forward-looking statements. Forward-looking statements in this report include,
but are not limited to, those relating to the general expansion of the Company's
business. Although we believe that our plans, intentions and expectations
reflected in these forward-looking statements are reasonable, we can give no
assurance that these plans, intentions or expectations will be achieved.

General

     Flanigan's Enterprises, Inc., (the "Company") owns and/or operates
restaurants with lounges, package liquor stores and an entertainment oriented
club (collectively the "units"). At September 28, 2002, the Company operated 16
units, and had interests in seven additional units which have been franchised by
the Company. The table below sets out the changes in the type and number of
units being operated.

                         FISCAL  FISCAL  FISCAL
                         YEAR    YEAR    YEAR     NOTE
                         2002    2001    2000     NUMBER
TYPES OF UNITS
-------------------------------------------------------------------
Combination package
 and restaurant           4       4       4
Restaurant only           7       7       6     (1)(2)(3)(4)
Package store only        4       3       4     (5)(6)(7)(8)
Clubs                     1       1       1
-------------------------------------------------------------------
TOTAL - Company
 operated units          16      15      15

FRANCHISED - units        7       7       7     (9)

Notes:

     (1) During the third quarter of fiscal year 1998 the Company formed a
limited partnership which raised funds through a private offering to purchase
the assets of a restaurant in Kendall, Florida and renovate the same for
operation under the "Flanigan's Seafood Bar and Grill" servicemark. The Company
acts as general partner and has a forty percent ownership of the partnership.
The restaurant opened for business on April 9, 2000.

                                      - 1 -




<PAGE>


     (2) During the third quarter of fiscal year 2001, the Company formed a
limited partnership which raised funds through a private offering to purchase
the assets of a restaurant in West Miami, Florida and renovate the same for
operation under the "Flanigan's Seafood Bar and Grill" servicemark. The Company
acts as general partner and has a twenty five percent ownership of the
partnership. The restaurant opened for business on October 11, 2001.

     (3) During fiscal year 2000, the Company received official notification
from the State of Transportation, Department of Transportation, ("DOT"), that
the DOT was exercising its right of eminent domain to "take" the hotel property
upon which a restaurant, operated by the Company as general partner of a limited
partnership, was located. The restaurant was closed at the end of business on
March 30, 2002 and is not included in the table of units.

     (4) During the fourth quarter of fiscal year 2001, a limited partnership
was formed with the Company as general partner, which limited partnership
entered into a sublease agreement to own and operate an existing restaurant in
Weston, Florida. During the fourth quarter of fiscal year 2002, the sublessor
resolved the zoning and related matters and the limited partnership began
raising funds to renovate the business premises for operation as a "Flanigan's
Seafood Bar and Grill" restaurant. The Company continues to act as the general
partner and has a 28 percent ownership interest in the limited partnership. The
restaurant, which had operated under its existing servicemark, was closed on
July 13, 2002 and building permits were issued to the limited partnership at the
start of fiscal year 2003. The Company anticipates the restaurant will be open
for business by December 31, 2002. The restaurant is included in the table of
units.

     (5) During the fourth quarter of fiscal year 2000, the Company entered into
a lease for the operation of a package liquor store in Hialeah, Florida. This
package liquor store opened for business during the first quarter of fiscal year
2002.

     (6) The lease for one (1) package liquor store owned and operated by the
Company in Lake Worth, Florida expired on December 31, 2000 and the Company
elected not to exercise its five year renewal option to extend the terms of the
same. Consequently the package liquor store was closed permanently, at the close
of business on December 31, 2000, and is not included in the table of units.

     (7) During the fourth quarter of fiscal year 2001, the Company entered into
a ground lease for an out parcel in Hollywood, Florida. The Company plans to
construct a building on the out parcel, one-half (1/2) of which will be used by
the Company for the operation of a package liquor store and the other one-half
(1/2) will be subleased by the Company as retail space. The Company filed its
building plans during the fourth quarter of fiscal year 2002 and expects the
building to be complete and the package store open for business by the end of
fiscal year 2003. This unit is not included in the table of units.

     (8) During the second quarter of fiscal year 2001, the Company completed
renovations to its new corporate offices and relocated to the same. The new
corporate offices consist of a two (2) story building, with space set aside on
the ground floor for a package liquor store. The Company filed the application
for its building permits during the third quarter of fiscal year 2002 and
expects the package liquor store to be open for business during fiscal year
2003. The package liquor is not included in the table of units.

                                      - 2 -



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     (9) Since the fourth quarter of 1999, the Company has managed the
restaurant for a franchisee. The franchised restaurant is included in the table
of units as a restaurant operated by the Company and the franchise is also
included as a unit franchised by the Company and in which the Company has an
interest.

     All of the Company's package liquor stores, restaurants and clubs are
operated on leased properties.

     The Company was incorporated in Florida in 1959 and operated in South
Florida as a chain of small cocktail lounges and package liquor stores. By 1970,
the Company had established a chain of "Big Daddy's" lounges and package liquor
stores between Vero Beach and Homestead, Florida. From 1970 to 1979, the Company
expanded its package liquor store and lounge operations throughout Florida and
opened clubs in five other "Sun Belt" states. In 1975, the Company discontinued
most of its package store operations in Florida except in the South Florida
areas of Dade, Broward, Palm Beach and Monroe Counties. In 1982 the Company
expanded its club operations into the Philadelphia, Pennsylvania area as general
partner of several limited partnerships organized by the Company. In March 1985
the Company began franchising its package liquor stores and lounges in the South
Florida area. See Note 10 to the consolidated financial statements and the
discussion of franchised units on page 5.

     During fiscal year 1987, the Company began renovating its lounges to
provide full restaurant food service, and subsequently renovated and added food
service to most of its lounges. The restaurant concept, as the Company offers
it, has been so well received by the public that food sales now represent
approximately 80% of total restaurant sales.

     The Company's package liquor stores emphasize high volume business by
providing customers with a wide variety of brand name and private label
merchandise at discount prices. The Company's restaurants provide efficient
service of alcoholic beverages and full food service with abundant portions,
reasonably priced, served in a relaxed, friendly and casual atmosphere.

     The Company's principal sources of revenue are the sale of food and
alcoholic beverages.

     The Company conducts its operations directly and through a number of joint
ventures and wholly owned subsidiaries. The joint ventures and operating
subsidiaries are as follows:

                                                 STATE OF        PERCENTAGE
                               ENTITY         INCORPORATION         OWNED
                               ------         -------------         -----

Flanigan's Management Services, Inc.             Florida            100
Flanigan's Enterprises, Inc. of Georgia          Georgia            100
Seventh Street Corp.                             Florida            100
Flanigan's Enterprises, Inc. of Pa.            Pennsylvania         100
CIC Investors #13 Limited Partnership            Florida             50
CIC Investors #60 Limited Partnership            Florida             42
CIC Investors #70 Limited Partnership            Florida             40
CIC Investors #80 Limited Partnership            Florida             25
CIC Investors #95 Limited Partnership            Florida             28

     The income derived and expenses incurred by the Company relating to the
aforementioned joint ventures and subsidiaries are consolidated for accounting
purposes with the income and expenses of the Company in the consolidated
financial statements in this Form 10-K/A.

                                      - 3 -

     The Company's executive offices, which are owned by the Company, are
located in a two story building at 5059 N.E. 18th Avenue, Fort Lauderdale,
Florida 33334 and its telephone number at such address is (954) 377-1961.

Corporate Reorganization
------------------------

     As noted in Note 7 to the consolidated financial statements, on November 4,
1985, the Company, not including any of its subsidiaries, filed a Voluntary
Petition in the United States Bankruptcy Court for the Southern District of
Florida seeking to reorganize under Chapter 11 of the Federal Bankruptcy Code.
The primary purposes of the petition were (1) to reject leases which were
significantly above market rates and (2) to reject leases on closed units which
had been repossessed by, or returned to the Company. On May 5, 1987, the
Company's Plan of Reorganization as amended and modified was confirmed by the
Bankruptcy Court. On December 28, 1987 the Company was officially discharged
from bankruptcy. During the third quarter of fiscal year 2002, the remaining
liabilities under the Plan were paid in full. See Note 7 to the consolidated
financial statements for a discussion of the bankruptcy proceedings to date and
Item 7 for a discussion of the effect of the bankruptcy proceedings herein.


Financial Information Concerning Industry Segments
--------------------------------------------------

     The Company's business is carried out principally in two segments: the
restaurant segment and the package liquor store segment.

     Financial information broken into these two principal industry segments for
the three fiscal years ended September 28, 2002, September 29, 2001 and
September 30, 2000 is set forth in the consolidated financial statements which
are attached hereto, and is incorporated herein by reference.

The Company's Package Liquor Stores and Restaurants
---------------------------------------------------

     The Company's package liquor stores are operated under the "Big Daddy's
Liquors" servicemark and the Company's restaurants are operated under the
"Flanigan's Seafood Bar and Grill" servicemark. The Company's package liquor
stores emphasize high volume business by providing customers with a wide
selection of brand name and private label liquors, beer and wines. The Company
has a policy of meeting the published sales prices of its competitors. The
Company provides extensive sales training to its package liquor store personnel.
All package liquor stores are open six or seven days a week from 9:00-10:00 a.m.
to 9:00-10:00 p.m., depending upon demand and local law. Approximately half of
the Company's units have "night windows" with extended evening hours.

     The Company's restaurants offer full food and alcoholic beverage service
with approximately 80% of their sales being food items. These restaurants are
operated under the "Flanigan's Seafood Bar and Grill" servicemark. Although
these restaurants provide a neighborhood atmosphere, they have the degree of
standardization prevalent in casual dining restaurant chains, including menu.
The interior decor is nautical with numerous fishing and boating pictures and
decorations. Drink prices may vary between locations to meet local conditions.
Food prices are standardized. The restaurants' hours of operation are from 11:00
a.m. to 1:00-5:00 a.m. The Company continues to develop strong customer
recognition of its "Flanigan's Seafood Bar and Grill" servicemark through very
competitive pricing and efficient and friendly service.

                                     - 4 -


<PAGE>


     The Company's package liquor stores and restaurants were designed to permit
minor modifications without significant capital expenditures. However, from time
to time the Company is required to redesign and refurbish its units at
significant cost. See Item 2, Properties and Item 7 for further discussion.


Franchised Package Liquor Stores and Restaurants
------------------------------------------------

     In March 1985, the Company's Board of Directors approved a plan to sell, on
a franchise basis, up to 26 of the Company's package liquor stores and lounges
in the South Florida area. Under the terms of the franchise plan, the Company
sold the liquor license, furniture, fixtures and equipment of a particular unit,
entered into a sublease for the business premises and a franchise agreement,
whereby the franchisee licensed the "Big Daddy's Liquors" and "Big Daddy's
Lounges" servicemarks in the operation of its business. Investors purchasing
units were required to execute ten year franchise agreements with a thirty day
cancellation provision. The franchise agreement also provided for a royalty to
the Company, in the amount of 1% of gross sales, plus a contribution to
advertising, in an amount between 1-1/2% to 2% of gross sales. In most cases,
the sublease agreement provided for rent in excess of the amount paid by the
Company, in order to realize an additional return of between 2% to 3% of gross
sales, depending on a number of factors, including but not limited to the
performance of the particular unit sold and its expected sales growth.

     As of the end of fiscal year 2002, seven units were franchised. Five of
these units are franchised to members of the family of the Chairman of the Board
and Officers or Directors. The Company had limited response to its franchise
offering and suspended its franchise plan at the end of fiscal year 1986.

     The units that continue to be franchised are doing well and continue to
generate income for the Company. Many of the units that were originally offered
as franchises have been sold outright and are no longer being operated as
Flanigan's or Big Daddy's stores.

Franchised Restaurants
----------------------

     During fiscal year 1995, the Company completed its new franchise agreement
for a franchisee to operate a restaurant under the "Flanigan's Seafood Bar and
Grill" servicemark pursuant to a license from the Company. The new franchise
agreement was drafted jointly with existing franchisees with all modifications
requested by the franchisees incorporated therein. The new franchise agreement
provides the Company with the ability to maintain a high level of food quality
and service at its franchised restaurants, which are essential to a successful
franchise operation. A franchisee is required to execute a new franchise
agreement for the balance of the term of its lease for the business premises,
extended by the franchisee's continued occupancy of the business premises
thereafter, whether by lease or ownership. The new franchise agreement provides
for a royalty to the Company in the amount of approximately 3% of gross sales
plus a contribution to advertising in an amount between 1-1/2% to 3% of gross
sales. In most cases, the Company does not sublease the business premises to the
franchisee and in those cases where it does, the Company no longer receives rent
in excess of the amount paid by the Company.


                                      - 5 -



<PAGE>


     All existing franchisees who operate restaurants under the "Flanigan's
Seafood Bar and Grill" or other authorized servicemarks have executed new
franchise agreements, or to stockholders' equity.

Investment in Joint Ventures

     Subsequent to September 28, 2002, the Company determined that all but one
joint venture discussed below should be consolidated by virtue of control as
evidenced by general partnership interests held by the Company. As a result, the
Company has restated the accompanying consolidated financial statements to
reflect the joint ventures in which they have a general partnership interest on
a consolidated basis rather than utilizing the equity method as previously
filed. This restatement resulted in no change to net income or the related
earnings per share information, or to stockholders' equity.

     The Company operated a restaurant in Miami, Florida under the "Flanigan's
Seafood Bar and Grill" servicemark pursuant to a limited partnership agreement
through the end of the second quarter of fiscal year 2002. The Company acts as
the general partner and owned a fifty percent limited partnership interest. The
State of Florida, Department of Transportation, ("DOT"), exercised its right of
eminent domain to "take" the hotel property upon which this restaurant was
located and the restaurant closed as the end of business on March 30,2002. The
Company, as general partner of the limited partnership, pursued a claim for the
"taking" of the restaurant, including its furniture, fixtures and equipment,
against the DOT and an apportionment claim against the owner of the hotel
property as compensation for its possessory rights to the restaurant premises
and its share of compensation paid by the DOT for its furniture, fixtures and
equipment pursuant to a Stipulated Final Judgment between the DOT and the owner
of the hotel property, ("Stipulated Final Judgment"). The settlement resulted in
a gain from disposition of approximately $459,000 to the Company during the
fiscal year ended September 28, 2002, which is included in "Other Income
(Expense) on Page F-3 of this report. The limited partnership has reserved its
right to seek additional compensation from the DOT for (1) its claim for the
value of the furniture, fixture and equipment located in the restaurant which
were not paid for in the Stipulated Final Judgment; (2) its claim for the value
of its furniture, fixtures and equipment above and beyond the value paid by the
DOT in the Stipulated Final Judgment; and (3) any other rights reserved to the
limited partnership in the Stipulated Final Judgment, which additional
compensation will belong solely to the Company. The amount of compensation, if
any, cannot be estimated as of this date. The unrelated joint venture partner
received $350,000 in full settlement of their interest and the Company controls
100% of the partnership as of September 28, 2002.

     During the third quarter of fiscal year 1997, a related party formed a
limited partnership to own a certain franchise in Fort Lauderdale, Florida,
through which it raised the necessary funds to renovate the restaurant for
operation under the "Flanigan's Seafood Bar and Grill" servicemark. The Company
is a twenty five percent owner of the limited partnership as are other related
parties, including, but not limited to officers and directors of the Company and
their families. This joint venture is not consolidated in the accompanying
consolidated financial statements of the company.

     During the fourth quarter of fiscal year 1997, a limited partnership was
formed which raised funds through a private offering to purchase the assets of a
restaurant in Surfside, Florida and renovate the same for operation under the
"Flanigan's Seafood Bar and Grill" servicemark. The Company acts as general
partner of the limited partnership and is also a forty two percent owner of the
same, as are other related parties, including, but not limited to officers and
directors of the Company and their families. The limited partnership agreement
gives the limited partnership the right to use the "Flanigan's Seafood Bar and
Grill" servicemark for a fee equal to 3%

                                      - 6 -


<PAGE>



of the gross sales from the operation of the restaurant, only while the Company
acts as general partner. This restaurant opened for business in the second
quarter of fiscal year 1998.

     During the third quarter of fiscal year 1998, a limited partnership was
formed which raised funds through a private offering to acquire and renovate a
restaurant in Kendall, Florida. The Company is general partner of the limited
partnership and is also the owner of forty percent of the same, as are other
related parties, including but not limited to officers and directors of the
Company and their families. The limited partnership agreement gives the
partnership the right to use the "Flanigan's Seafood Bar and Grill" servicemark
for a fee equal to 3% of the gross sales from the operation of the restaurant
only, while the Company acts as general partner. The restaurant opened for
business on April 9, 2000.

     During the third quarter of fiscal year 2000, a limited partnership was
formed which raised funds through a private offering to purchase an existing
restaurant location in West Miami, Florida. The Company is general partner of
the limited partnership and is also the owner of twenty five percent of the same
as are other related parties, including but not limited to officers and
directors of the Company and their families. The limited partnership agreement
gives the partnership the right to use the "Flanigan's Seafood Bar and Grill"
servicemark for a fee equal to 3% of the gross sales from the operation of the
restaurant only, while the Company acts as general partner. The restaurant
opened for business on October 11, 2001.

     During the fourth quarter of fiscal year 2001, a limited partnership was
formed with the Company as general partner, which limited partnership entered
into a sublease agreement to own and operate an existing restaurant in Weston,
Florida. During the fourth quarter of fiscal year 2002, the sublessor resolved
the zoning and related matters and the limited partnership began raising funds
to renovate the business premises for operation as a "Flanigan's Seafood Bar and
Grill" restaurant. The Company continues to act as the general partner of the
limited partnership and is also the owner of twenty eight percent of the same,
as are other related parties, including but not limited to officers and
directors of the Company and their families. The limited partnership agreement
gives the partnership the right to use the "Flanigan's Seafood Bar and Grill"
servicemark for a fee equal to 3% of the gross sales from the operation of the
restaurant, while the Company acts as general partner only. The restaurant,
which had operated under its existing servicemark, was closed on July 13, 2002
and building permits were issued to the limited partnership at the start of
fiscal year 2003. The restaurant opened for business on January 20, 2003.

Clubs
-----

     As of the end of fiscal year 2002, the Company owned one club in Atlanta,
Georgia, which was operated by an unaffiliated third party, as discussed below.

Operation of Units by Unaffiliated Third Parties
------------------------------------------------

     During fiscal year 1992, the Company entered into a Management Agreement
with Mardi Gras Management, Inc. for the operation of the Company's club in
Atlanta, Georgia through the balance of the initial term of the lease, unless
sooner terminated by Mardi Gras Management, Inc. upon thirty days prior written
notice, with or without cause. Mardi Gras Management, Inc. assumed the
management of this club effective November 1, 1991 and is currently operating
the club under an adult entertainment format. During - 7 -


<PAGE>


fiscal year 1997, the Company agreed to modify the Management Agreement to give
Mardi Gras Management, Inc. one five year renewal option to extend the term of
the same, without the right to terminate the same upon thirty days prior written
notice, with or without cause, provided the Company was satisfied with the
financial condition of Mardi Gras Management, Inc. within its sole discretion,
and Mardi Gras Management, Inc. agreed to modify the owner's fee to $150,000 per
year versus ten percent of gross sales from the club, whichever is greater.
Pursuant to the Management Agreement, as modified, the Company receives a
monthly owner's fee of $12,500, subject to adjustment each year on or about July
1, with an additional owners fee equal to 10% of the gross sales exceeding
$1,500,000 for the prior 12 month period, being due the Company. During the
first quarter of fiscal year 2001, the Company accepted the exercise of the five
year renewal option by Mardi Gras Management upon its receipt of a security
deposit of $200,000. Simultaneously, with its acceptance of the exercise of the
renewal option by Mardi Gras Management, the Company exercised its five year
renewal option under the ground lease for the business premises.

     The Company emphasizes systematic operations and control of all units. Each
unit has its own manager who is responsible for monitoring inventory levels,
supervising sales personnel, food preparation and service in restaurants and
generally assuring that the unit is managed in accordance with Company
guidelines and procedures. The Company has in effect an incentive cash bonus
program for its managers and salespersons based upon various performance
criteria. The Company's operations are supervised by area supervisors. Each area
supervisor supervises the operations of the units within his or her territory
and visits those units to provide on-site management and support. There are four
area supervisors responsible for package store, restaurant and club operations
in specific geographic districts.

Operations and Management
-------------------------

     All of the Company's managers and salespersons receive extensive training
in sales techniques. The Company arranges for independent third parties, or
"shoppers", to inspect each unit in order to evaluate the unit's operations,
including the handling of cash transactions.

Purchasing and Inventory
------------------------

     The package liquor business requires a constant substantial capital
investment in inventory in the units. Liquor inventory purchased can normally be
returned only if defective or broken.

     All Company purchases of liquor inventory are made through its purchasing
department from the Company's corporate headquarters. The major portion of
inventory is purchased under individual purchase orders with licensed
wholesalers and distributors who deliver the merchandise within one or two days
of the placing of an order. Frequently there is only one wholesaler in the
immediate marketing area with an exclusive distributorship of certain liquor
product lines.

     In September 2002, the Company changed the accounting method for valuing
inventories from first in first out to average cost. See Note 2 in the
consolidated financial statements for more details.

     Substantially all of the Company's liquor inventory is shipped by the
wholesalers or distributors directly to the Company's units. The Company
significantly increases its inventory prior to Christmas, New Year's eve and
other holidays.

                                     - 8 -


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     Pursuant to Florida law, the Company pays for its liquor purchases within
ten days of delivery.

     All negotiations with food suppliers are handled by the Company's
purchasing department at the Company's corporate headquarters. This ensures that
the best quality and prices will be available to each unit. Orders for food
products are prepared by each unit's kitchen manager and reviewed by the unit's
general manager before being placed with the approved vendor. Merchandise is
delivered by the supplier directly to each unit. Orders are placed several times
a week to ensure product freshness. Food inventory is primarily paid for
monthly.

Government Regulation
---------------------

     The Company is subject to various federal, state and local laws affecting
its business. In particular, the units operated by the Company are subject to
licensing and regulation by the alcoholic beverage control, health, sanitation,
safety and fire department agencies in the state or municipality where located.

     Alcoholic beverage control regulations require each of the Company's units
to apply to a state authority and, in certain locations, county and municipal
authorities, for a license or permit to sell alcoholic beverages on the
premises.

     In the State of Florida, which represents all but one of the total liquor
licenses held by the Company, most of the Company's liquor licenses are issued
on a "quota license" basis. Quota licenses are issued on the basis of a
population count established from time to time under the latest applicable
census. Because the total number of liquor licenses available under a quota
license system is limited and restrictions placed upon their transfer, the
licenses have purchase and resale value based upon supply and demand in the
particular areas in which they are issued. The quota licenses held by the
Company allow the sale of liquor for on and off premises consumption only. In
Florida, the other liquor licenses held by the Company or limited partnerships
of which the Company is the general partner are restaurant liquor licenses,
which do not have quota restrictions and no purchase or resale value. A
restaurant liquor license is issued to every applicant who meets all of the
state and local licensing requirements, including, but not limited to zoning and
minimum restaurant size, seating and menu. The restaurant liquor licenses held
by the Company allow the sale of liquor for on premises consumption only.

     In the State of Georgia, the other state in which the Company operates,
licensed establishments also do not have quota restrictions for on-premises
consumption and such licenses are issued to any applicant who meets all of the
state and local licensing requirements based upon extensive license application
filings and investigations of the applicant.

     All licenses must be renewed annually and may be revoked or suspended for
cause at any time. Suspension or revocation may result from violation by the
licensee or its employees of any federal, state or local law regulation
pertaining to alcoholic beverage control. Alcoholic beverage control regulations
relate to numerous aspects of the daily operations of the Company's units,
including, minimum age of patrons and employees, hours of operations,
advertising, wholesale purchasing, inventory control, handling, storage and
dispensing of alcoholic beverages, internal control and accounting and
collection of state alcoholic beverage taxes.


                                      - 9 -



<PAGE>


     As the sale of alcoholic beverages constitutes a large share of the
Company's revenue, the failure to receive or retain, or a delay in obtaining a
liquor license in a particular location could adversely affect the Company's
operations in that location and could impair the Company's ability to obtain
licenses elsewhere.

     The Company is subject in certain states to "dram shop" or "liquor
liability" statutes, which generally provide a person injured by an intoxicated
person the right to recover damages from an establishment that wrongfully served
alcoholic beverages to such person. See Item 1, Insurance and Item 3, Legal
Proceedings for further discussion. The Company maintains a continuous program
of training and surveillance from its corporate headquarters to assure
compliance with all applicable liquor laws and regulations. During the fiscal
years ended September 30, 2000, September 29, 2001,and September 28, 2002 and
through the present time, no significant pending matters have been initiated by
the Department of Alcohol, Beverages and Tobacco concerning any of the Company's
licenses which might be expected to result in a revocation of a liquor license
or other significant actions against the Company.

     The Company is not aware of any statute, ordinance, rule or regulation
under present consideration which would significantly limit or restrict its
business as now conducted. However, in view of the number of jurisdictions in
which the Company does business, and the highly regulated nature of the liquor
business, there can be no assurance that additional limitations may not be
imposed in the future, even though none are presently anticipated.

     Federal and state environmental regulations have not had a material effect
on the Company's operation.

Insurance
---------

     The Company has general liability insurance which incorporates a
semi-self-insured plan under which the Company assumes the full risk of the
first $50,000 of exposure per occurrence. The Company's insurance carrier is
responsible for $1,000,000 coverage per occurrence above the Company's
self-insured deductible, up to a maximum aggregate of $2,000,000 per year.
During fiscal year 2000, fiscal year 2001, and again in fiscal year 2002 the
Company was able to purchase excess liability insurance at a reasonable premium,
whereby the Company's excess insurance carrier is responsible for $4,000,000
coverage above the Company's primary general liability insurance coverage. The
Company is self-insured against liability claims in excess of $5,000,000.

     The Company's general policy is to settle only those legitimate and
reasonable claims asserted and to aggressively defend and go to trial, if
necessary, on frivolous and unreasonable claims. The Company has established a
select group of defense attorneys which it uses in conjunction with this
program. Under the Company's current liability insurance policy, any expense
incurred by the Company in defending a claim, including adjusters and attorney's
fees, are a part of the $50,000 self-insured retention.

     An accrual for the Company's accounts payable and accrued expenses include
estimated liability claims which is included in the consolidated balance sheets
in the caption " Accounts payable and accrued expenses". A significant
unfavorable judgment or settlement against the Company in excess of its
liability insurance coverage could have a materially adverse effect on the
Company.

                                     - 10 -



<PAGE>



Competition and the Company's Market
------------------------------------

     The liquor and hospitality industries are highly competitive and are often
affected by changes in taste and entertainment trends among the public, by
local, national and economic conditions affecting spending habits, and by
population and traffic patterns. The Company believes that the principal means
of competition among package liquor stores is price and that, in general, the
principal means of competition among restaurants include location, type and
quality of facilities and type, quality and price of beverage and food served.

     The Company's package liquor stores compete directly or indirectly with
local retailers and discount "superstores". Due to the competitive nature of the
liquor industry in South Florida, the Company has had to adjust its pricing to
stay competitive, including meeting all competitor's advertisements. Such
practices will continue in the package liquor business. It is the opinion of the
Company's management that the Company has a competitive position in its market
because of widespread consumer recognition of the "Big Daddy's" and "Flanigan's"
names.

     As previously  noted,  at September 28, 2002 the Company owned and operated
six  restaurants,  all of which had formerly been lounges and were  renovated to
provide full food service,  and generated an additional four  restaurants as the
general partner of limited partnerships. These restaurants compete directly with
other  restaurants  serving  liquor in the area. The Company's  restaurants  are
competitive due to four factors; product quality, portion size, moderate pricing
and a standardization  throughout the Company owned and operated restaurants and
most of the franchises.

     The Company's business is subject to seasonal effects, in that liquor
purchases tend to increase during the holiday seasons.

Trade Names
-----------

     The Company operates principally under three servicemarks; "Flanigan's",
"Big Daddy's", and "Flanigan's Seafood Bar and Grill". Throughout Florida the
Company's package liquor stores are operated under the "Big Daddy's Liquors"
servicemark. The Company's rights to the use of the "Big Daddy's" servicemark
are set forth under a consent decree of a Federal Court entered into by the
Company in settlement of federal trademark litigation. The consent decree and
the settlement agreement allow the Company to continue, and expand, its use of
the "Big Daddy's "servicemark in connection with limited food and liquor sales
in Florida. The consent decree further contained a restriction upon all future
sales of distilled spirits in Florida under the "Big Daddy's" name by the other
party who has a federally registered servicemark for "Big Daddy's" use in the
restaurant business. The Federal Court retained jurisdiction to enforce the
consent decree. The Company has acquired a registered Federal trademark on the
principal register for its "Flanigan's" servicemark.

     The standard symbolic trademark associated with the Company and its
facilities is the bearded face and head of "Big Daddy" which is predominantly
displayed at all "Flanigan's" facilities and all "Big Daddy's" facilities
throughout the country. The face comprising this trademark is that of the
Company's founder, Joseph "Big Daddy" Flanigan, and is a federally registered
trademark owned by the Company.


                                     - 11 -


<PAGE>



Employees
---------

     As of year end, the Company employed 573 employees, of which 382 were
full-time and 191 were part-time. Of these, 29 were employed at the corporate
offices. Of the remaining employees, 39 were employed in package liquor stores
and 505 in restaurants.

     None of the Company's employees are represented by collective bargaining
organizations. The Company considers its labor relations to be favorable.





                      EXECUTIVE OFFICERS OF THE REGISTRANT

                     Positions and Offices                 Office or Position
       Name             Currently Held              Age        Held Since
       ----             ---------------------       ---    ------------------
Joseph G. Flanigan      Chairman of the Board        73            1959
                        of Directors, Chief
                        Executive Officer

James G. Flanigan       President                    38            2002

William Patton          Vice President               79            1975
                        Community Relations

Edward A. Doxey         Chief Financial Officer      61            1992
                        and Secretary

Jeffrey D. Kastner      Assistant Secretary          49            1995

August Bucci            Vice President of            58            2002
                        Restaurant Operations

Jean Picard             Vice President of            64            2002
                        Package Store
                        Operations

Item 2. Properties
------------------

     The Company's operations are all conducted on leased property with the
exception of the Corporate Headquarters Office Building which was purchased in
December, 1999 and has been occupied by the Company since April 2001. Initially
most of these properties were leased by the Company on long-term ground and
building leases with the buildings either constructed by the lessors under
build-to-suit leases or constructed by the Company. A relatively small number of
business locations involve the lease or acquisition of existing buildings. In
almost every instance where the Company initially owned the land or building on
leased property, the Company entered into a sale and lease-back transaction with
investors to recover a substantial portion of its per unit investment.

                                     - 12 -



<PAGE>


     The majority of the Company's leases contained rent escalation clauses
based upon the consumer price index which made the continued profitable
operation of many of these locations impossible and jeopardized the financial
position of the Company. As a result of the Company's inability to renegotiate
these leases, on November 4, 1985 the Company, not including its subsidiaries,
filed a Voluntary Petition in the United States Bankruptcy Court for the
Southern District of Florida seeking to reorganize under Chapter 11 of the
Federal Bankruptcy Code. The primary purpose of the reorganization was to reject
and/or renegotiate the leases on such properties.

     All of the Company's units require periodic refurbishing in order to remain
competitive. The Company has budgeted $425,000 for its refurbishing program for
fiscal year 2003. See Item 7, "Liquidity and Capital Resources" for discussion
of the amounts spent in fiscal year 2002.

     The following table summarizes the Company's properties as of September 28,
2002 including franchise locations, a club and Company managed locations.


                           Square             License        Lease
Name and Location          Footage   Seats    Owned by       Terms
-----------------          -------   -----    --------       -----

Big Daddy's Liquors #4     2,100      N/A     Company    3/1/02 to 2/28/27
Flanigan's Enterprises                                     and Options to
Inc. (10)                                                  2/28/37
7003 Taft Street
Hollywood, FL

Big Daddy's Liquors #7     1,450      N/A     Company    11/1/00 to 10/31/05
Flanigan's Enterprises                                    and Options to
Inc.                                                      10/31/15
1550 W. 84th Street
Hialeah, FL

Big Daddy's Liquors #8     1,800      N/A     Company    5/1/99 to 4/30/14
Flanigan's Enterprises
Inc.
959 State Road 84
Fort Lauderdale, FL

Flanigan's Seafood Bar     4,300      130     Company    10/1/71 to 12/31/04
and Grill #9                                               and Option to
Flanigan's Enterprises                                     12/31/09
Inc. (1)
1550 W.84th Street
Hialeah, FL

Flanigan's Legends         5,000      150     Franchise  1/4/00 to 1/3/20
Seafood Bar and Grill                                     Option to 1/3/25
#11, 11 Corporation (3)
330 Southern Blvd.
W. Palm Beach, FL

Flanigan's Legends         5,000      180     Franchise  11/15/92 to
Seafood Bar and Grill                                     11/15/12
#12 Galeon Tavern, Inc.    (3)
2401 Tenth Ave. North
Lake Worth, FL

                                     - 13 -


<PAGE>




                           Square             License        Lease
Name and Location          Footage   Seats    Owned by       Terms
-----------------          -------   -----    --------       -----

Flanigan's Seafood         3,320       90     Franchise  6/1/79 to 6/1/04
Bar and Grill #14,                                        Option to 6/1/09
Big Daddy's #14, Inc.  (2)(3)(5)(9)
2041 NE Second St.
Deerfield Beach, FL

                                              Franchise/
Piranha Pats II-#15        4,000       90     Joint      3/2/76 to 8/31/06
CIC Investors #15 Ltd.      (3)(5)            Venture     Option to 8/31/11
1479 E. Commercial Blvd.
Ft. Lauderdale, FL

Flanigan's Seafood         4,300      100     Franchise  2/15/72 to 12/31/05
Bar and Grill #18                                         Options to 12/31/20

Twenty Seven Birds                                       Option to purchase
Corp. (2)(3)(5)
2721 Bird Avenue
Miami, FL

Flanigan's Seafood         4,500      160     Company    3/1/72 to 12/31/05
Bar and Grill #19
Flanigan's Enterprises
Inc. (2)(4) 2505 N. University Dr.
Hollywood, FL

Flanigan's Seafood         5,100      140     Company     7/15/68 to 12/31/03
Bar and Grill #20                                         Annual options
Flanigan's Enterprises                                    until the Company
Inc.  (2)                                                 fails to exercise
13205 Biscayne Blvd.                                      Additional Lease
North Miami, FL                                           5/1/69 to 12/31/03
                                                          Annual options
                                                          until the Company
                                                          fails to exercise

Flanigan's Seafood         4,100      200     Company    12/16/68 to
Bar and Grill #22                                        12/31/05
Flanigan's Enterprises                                    Options to 12/31/20
Inc. (2)(4)                                              Option to purchase
2600 W. Davie Blvd.
Ft. Lauderdale, FL

Flanigan's Enterprises     3,000       90     Company    7/1/50 to 6/30/49
Inc. #27 (8)
732-734 NE 125th St.
North Miami, FL


                                     - 14 -



<PAGE>



                           Square             License        Lease
Name and Location          Footage   Seats    Owned by       Terms
-----------------          -------   -----    --------       -----

Flanigan's Seafood         4,600      150     Company    9/6/68 to 12/31/05
Bar and Grill #31                                         Options to 12/31/20
Flanigan's Enterprises                                   Option to purchase
Inc. (2)
4 N. Federal Highway
Hallandale, FL

Flanigan's Guppy's         4,620      130     Franchise  11/1/68 to 10/31/03
Seafood Bar and Grill #33                                 New Lease
Guppies, Inc. (2)(3)(5)                                  11/1/03 to 12/31/09
45 S. Federal Highway
Boca Raton, FL

Big Daddy's Liquors        3,000      N/A     Company    5/29/97 to 5/28/07
#34, Flanigan's                                           Options to 5/28/17
Enterprises, Inc. (1)
9494 Harding Ave.
Surfside, FL

Flanigan's Seafood         4,600      140     Company    4/1/71 to 12/31/05
 Bar and Grill #40                                        Options to 12/31/15
Flanigan's Enterprises
Inc. (2)
5450 N. State Road 7
Ft. Lauderdale, FL

Piranha Pat's #43          4,500       90     Franchise  12/1/72 to 11/30/07
BD 43 Corporation (2)(3)(5)                               Option to 11/30/12
2500 E. Atlantic Blvd.
Pompano Beach, FL

Big Daddy's Liquors        6,000      N/A     Company    12/21/68 to 1/1/10
#47, Flanigan's                                           Options to 1/1/60
Enterprises, Inc. (6)
8600 Biscayne Blvd.
Miami, FL

Flanigan's Seafood         6,800      200     Joint      8/1/97 to 12/31/11
Bar and Grill #60,                            Venture
CIC Investors #60 Ltd.
9516 Harding Avenue
Surfside, FL

Flanigan's Seafood         4,850      161     Joint      4/1/98 to 3/31/08
Bar and Grill #70                             Venture     Options to 3/31/28
CIC Investors #70 Ltd.
12790 SW 88 St
Kendall, FL
                                     - 15 -





<PAGE>


                           Square             License        Lease
Name and Location          Footage   Seats    Owned by       Terms
-----------------          -------   -----    --------       -----

Flanigan's Seafood         5,000      165     Joint      4/15/01 to 12/14/05
Bar and Grill #80                             Venture     Options to 12/14/19
CIC Investors #80 Ltd.
8695 N.W. 12th St
Miami, FL

Flanigan's Seafood         5,700      235     Joint      7/29/01 to 7/28/16
Bar and Grill #95                             Venture     Options to 7/28/31
CIC Investors #95 Ltd.
2460 Weston Road
Weston, FL

Flanigan's Enterprises    10,000      400     Company    5/1/76 to 4/30/06
#600 (7)
Powers Ferry Landing
Atlanta, GA

(1)  License subject to chattel mortgage.

(2)  License pledged to secure lease rental.

(3)  Franchised by Company.

(4)  Former franchised unit returned and now operated by Company.

(5)  Lease assigned to franchisee.

(6)  Lease assigned to unaffiliated third parties, until December 31, 1996, when
     the Company reacquired ownership through fore-closure. During fiscal year
     1996, the Company purchased 37% of the leasehold interest from the
     unaffiliated third parties. An additional 11% was purchased during fiscal
     year 1997, bringing the total interest purchased to 48%.

(7)  Location managed by an unaffiliated third party.

(8)  Location was closed in May 1998. The Company entered into a five year
     sub-lease agreement, with two five year options, with an unaffiliated third
     party who is presently operating a restaurant at this location.

(9)  Effective December 1, 1998, the Company purchased the Management Agreement
     to operate the franchised restaurant for the franchisee.

(10) Ground lease executed by the Company on September 25, 2001. The Company
     intends to construct a building of approximately 4200 square feet, one half
     (1/2) of which will be used by the Company for the operation of a package
     liquor store and the other one half (1/2) will be subleased as retail
     space.


                                     - 16 -




<PAGE>


Item 3. Legal Proceedings.
--------------------------

     Due to the nature of the business, the Company is sued from time to time by
patrons, usually for alleged personal injuries occurring at the Company's
business locations. The Company has liability insurance which incorporates a
semi-self-insured plan under which the Company assumes the full risk of the
first $50,000 of exposure per occurrence. The Company's primary general
liability insurance carrier is responsible for $1,000,000 coverage per
occurrence above the Company's self-insured deductible, up to a maximum
aggregate of $2,000,000 per year. During the fiscal year 2000, fiscal year 2001,
and again in fiscal year 2002, the Company was able to purchase excess liability
insurance, at a reasonable premium, whereby the Company's excess insurance
carrier is responsible for $4,000,000 coverage above the Company's primary
general liability insurance coverage. Certain states have liquor liability (dram
shop) laws which allow a person injured by an "obviously intoxicated person" to
bring a civil suit against the business (or social host) who had served
intoxicating liquors to an already "obviously intoxicated person". Dram shop
claims normally involve traffic accidents and the Company generally does not
learn of dram shop claims until after a claim is filed and then the Company
vigorously defends these claims on the grounds that its employee did not serve
an "obviously intoxicated person". Damages in most dram shop cases are
substantial. At the present time, there are no dram shop cases pending against
the Company. The Company has in place insurance coverage to protect it from
losses, if any.

     On November 4, 1985 the Company, not including its subsidiaries, filed a
Voluntary Petition in the United States Bankruptcy Court for the Southern
District of Florida seeking to reorganize under Chapter 11 of the Federal
Bankruptcy Code. The Petition, identified as case no. 85-02594-BKC-AJC was filed
in Fort Lauderdale, Florida. By Order of the Court dated November 4, 1985, the
Company was appointed "debtor in possession". The Company's action was a result
of significant escalations of rent on certain of the Company's leases which made
continued profitable operations at those locations impossible and jeopardized
the Company's financial position. The major purpose of the reorganization was to
reject such leases.

     On January 11, 1986, the Bankruptcy Court granted the Company's motions to
reject thirteen leases and the Company was successful in negotiating the
termination of three additional leases. On April 7, 1986, the Bankruptcy Court
granted the Company's motion to reject two additional leases and two more leases
were automatically rejected due to the Company's failure to assume the same
prior to May 22, 1986. During the fiscal year ended October 3, 1987 the Company
negotiated a formula with the Official Committee of Unsecured Creditors
("Committee"), which formula was used to calculate lease rejection damages under
the Company's Amended Plan of Reorganization. Stipulations were filed by the
Company with all but three of these unsecured creditors, which stipulations
received Bankruptcy Court approval prior to the hearing on confirmation.

     In addition to the rejection of leases, the Company also sought its release
from lease agreements for businesses sold, which sales included the assignment
of the leases for the business premises. While several landlords whose leases
had been assigned did file claims against the Company, the majority did not,
which resulted in the Company being released from its guarantees under those
leases. The Company was also successful in negotiating the limitation or release
of lease guarantees of those landlords who filed claims, which settlements
received Bankruptcy Court approval prior to the hearing on confirmation.

                                     - 17 -



<PAGE>



     On February 5, 1987, the Company filed its Amended Plan of Reorganization
and Amended Disclosure Statement, which documents were approved by the
Committee. On February 25, 1987, the Company further modified its Amended Plan
of Reorganization to secure the claims of Class 6 Creditors (Lease Rejection)
and Class 8 Creditors (Lease Guarantee Rejections). The Bankruptcy Court
approved the Amended Disclosure Statement by Order dated March 7, 1987 and
scheduled the hearing to consider confirmation of the Amended Plan of
Reorganization on April 13, 1987. On April 10, 1987, in order to insure receipt
of the necessary votes to approve its Amended Plan of Reorganization, the
Company agreed to further modification of its Amended Plan, whereby creditors of
Class 6 and 8 received $813,000 prorata as additional damages under the terms of
the Amended Plan. On April 13, 1987, the Company's Amended Plan of
Reorganization was confirmed and the Bankruptcy Court entered its Order of
Confirmation on May 5, 1987.

     Pursuant to the terms of the Amended Plan of Reorganization, the Effective
Date of the same was June 30, 1987. As of that date, confirmation payments
totaling $1,171,925 were made by the Company's Disbursing Agent with $647,226
being retained in escrow for disputed claims ($1,819,151 total). The Bankruptcy
Court ratified the disbursements made by the Disbursing Agent by its Order dated
December 21, 1987.

     On December 28, 1987, the Bankruptcy Court entered its Notice of Discharge
of the Company.

     During fiscal year 1991 and again during fiscal year 1992, the Company and
Class 6 and Class 8 Creditors under the Company's Amended Plan of Reorganization
modified the schedule for the payment of bankruptcy damages, reducing the amount
of the quarterly payments by extending the term of the same, but without
reducing the total amount of bankruptcy damages. The modification to the payment
schedule provided the Company with needed capital.

     During the third quarter of fiscal year 2002, the remaining liabilities
under the Amended Plan of Reorganization were paid in full.

     During fiscal year 2000, the Company was served with several complaints
alleging violations of the Americans with Disabilities Act, ("ADA"), at all of
its locations. The lawsuits included the restaurants owned by the limited
partnerships and franchises. The sudden influx of lawsuits alleging ADA
violations was due to the fact that it was anticipated at the time that the ADA
was going to be amended to include a provision requiring plaintiffs to provide
the potential defendant with 90 days notice of ADA violations prior to filing
suit, during which time the violations may be corrected. The amendment has not
yet been enacted and as of now, the ADA still has no notice provision and the
first time that the Company received notice of any ADA violations was when it
was served with a copy of the complaint. Of the law suits filed, only a few have
been actively pursued. The Company has retained an ADA expert who has inspected
locations involved in active lawsuits, including the limited partnerships and
franchises, and provided a report setting forth ADA violations which need to be
corrected. It is the Company's intent to correct ADA violations noted by its ADA
expert and then vigorously defend the lawsuits arguing that the locations are in
compliance. During fiscal year 2001 and fiscal year 2002, the Company, including
three (3) of its franchises, settled all active law suits alleging ADA
violations.


                                     - 18 -



<PAGE>


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

     During the fourth quarter of fiscal year 2002 the Company did not submit
any matter to a vote of the security holders.


                                     PART II
                                     -------

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
-----------------------------------------------------------------------------

                    Fiscal 2002     Fiscal 2001    Fiscal 2000
                    -----------     -----------    -----------
                    High    Low     High    Low    High    Low
                    ----    ---     ----    ---    ----    ---

First quarter       6.20    4.25    4.38    3.75   6.25   4.25
Second quarter      6.21    5.65    4.65    3.75   5.63   4.13
Third quarter       7.20    6.00    5.00    4.06   4.75   3.75
Fourth quarter      6.85    5.40    6.45    4.35   4.63   3.75

     On February 14, 2000 the Company declared a cash dividend of 11 cents per
share payable March 17, 2000 to shareholders of record as of March 1, 2000.

     On February 13, 2001 the Company declared a cash dividend of 12 cents per
share payable March 17, 2001 to shareholders of record as of March 1, 2001.

     On December 13, 2001 the Company declared a cash dividend of 25 cents per
share payable on January 17, 2002 to shareholders of record on December 30,2001.

Item 6. Selected Financial Data.
--------------------------------

-----------------------------------------------------------------------------
                      1998        1999        2000        2001        2002
-----------------------------------------------------------------------------
                            Statement of Operations Data
-----------------------------------------------------------------------------

Revenue           $27,318,000 $29,523,000 $32,640,000 $36,169,000 $40,659,000

-----------------------------------------------------------------------------
Income from Operations
                    1,501,000   1,835,000   2,216,000   2,583,000   2,730,000

-----------------------------------------------------------------------------
Net income          1,388,000   2,368,000   1,364,000   1,529,000   1,383,000
-----------------------------------------------------------------------------
Earnings per share   $   1.51    $   1.21    $   0.73    $   0.80    $   0.71
-----------------------------------------------------------------------------

                                     - 19 -



<PAGE>



-----------------------------------------------------------------------------
                               Balance Sheet Data
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
Total assets      $13,654,000 $14,168,000 $15,477,000 $16,728,000 $17,367,000
-----------------------------------------------------------------------------
Long term liabilities
                    2,161,000   1,528,000   1,672,000   2,010,000   1,593,000
-----------------------------------------------------------------------------
Net working capital
                    1,186,000   1,429,000   1,373,000   2,436,000   2,980,000
-----------------------------------------------------------------------------
Stockholders' equity
                    5,105,000   6,980,000   7,667,000   8,968,000   9,957,000
-----------------------------------------------------------------------------
Dividends declared          -     186,000     215,000     231,000     499,000
-----------------------------------------------------------------------------


Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

     As of September 28, 2002, the Company was operating sixteen units. The
Company had interests in an additional seven units which had been franchised by
the Company. Of the units operated by the Company, four were combination package
liquor store and restaurant, seven were restaurants only and four were package
liquor stores only. There was one club operated by an unaffiliated third party
under a management agreement. During fiscal year 2001, one package liquor store
only was closed with the expiration of its lease and the liquor license was sold
during the first quarter of fiscal year 2002 to an unaffiliated third party.
During fiscal year 2000, one package store was opened for business. During
fiscal year 2000, one restaurant only, owned by a limited partnership of which
the Company acts as general partner, was opened for business. During fiscal year
2001, another restaurant only was acquired by a limited partnership of which the
Company acts as general partner. The restaurant, which was being operated by the
Company under the restaurant's servicemark, was closed during the fourth quarter
of fiscal year 2002 and is currently being renovated for operation under the
"Flanigan's Seafood Bar and Grill" servicemark. During fiscal year 2001, the
Company also entered into a ground lease to construct a building for the
operation of a package liquor store only from one half (1/2) of the building and
sublease retail space with the other one half (1/2). At the start of fiscal year
2001, one restaurant only , owned by a limited partnership of which the Company
acts as general partner, was opened for business.


Results of Operations
---------------------
Results of operations for 2002, 2001, and 2000 have been restated to
consolidate the operations of joint ventures for which there is control.

REVENUES (in thousands):
-----------------------------------------------------------------------------
                        Fifty Two           Fifty Two           Fifty Two
                       Weeks Ended         Weeks Ended         Weeks Ended
Sales                Sept. 28, 2002       Sept. 29, 2001      Sept. 30, 2000
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
Restaurant, food    $22,904  58.6%         $19,976  57.6%      $17,423  55.6%
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
Restaurant, bar       7,039  18.0%           5,806  16.7%        5,049  16.1%
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
Package goods         9,174  23.4%           8,907  25.7%        8,870  28.3%
-----------------------------------------------------------------------------
Total                39,117 100.0%          34,689 100.0%       31,342 100.0%
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
Franchise revenues      985                    977                 874
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
Owners fee               251                   269                 261
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
Other operating
  income                 306                   234                 163
-----------------------------------------------------------------------------

-----------------------------------------------------------------------------
Total Revenues       $40,659               $36,169             $32,640
-----------------------------------------------------------------------------

     As the table above illustrates, total revenues have increased for the
fiscal year ended September 28, 2002 when compared to the fiscal years ended
September 29, 2001 and September 30, 2000.

     During the second quarter of fiscal year 1999, the Company formed a limited
partnership to renovate and operate a restaurant under the "Flanigan's Seafood
Bar and Grill" servicemark in Kendall, Florida, as general partner and forty
percent owner of the same. Due to the difficulties in obtaining the required
permits to begin construction which were beyond control of the Company,
construction began in the first quarter of fiscal year 2000 and the restaurant
opened for business during the third quarter of fiscal year 2000.

                                     - 20 -


<PAGE>




     During the first quarter of the fiscal year ended September 30, 2000, the
Company purchased, for $850,000 in cash, a two story building in Fort
Lauderdale, Florida, which is presently being used for the corporate offices The
Company also plans to renovate a portion of the ground floor of the office
building to be used as a package liquor store.

     During the third quarter of fiscal year 2000, the Company formed a limited
partnership to purchase an existing restaurant location in West Miami, Florida
to renovate and operate under the "Flanigan's Seafood Bar and Grill"
servicemark, as general partner and twenty five percent owner of the same. The
renovations began during the fourth quarter of fiscal year 2001 and the
restaurant opened for business during the first quarter of 2002.

     During the fourth quarter of fiscal year 2001, a limited partnership was
formed with the Company as general partner, which limited partnership entered
into a sublease agreement to own and operate an existing restaurant in Weston,
Florida. During the fourth quarter of fiscal year 2002, the sublessor resolved
the zoning and related matters and the limited partnership began raising funds
to renovate the business premises for operation as a "Flanigan's Seafood Bar and
Grill" restaurant. The Company continues to act as the general partner of the
limited partnership and is also the owner of twenty eight percent of the same,
as are other related parties, including, but not limited to officers and
directors of the Company and their families. The limited partnership agreement
gives the partnership the right to use the "Flanigan's Seafood Bar and Grill"
servicemark for a fee equal to 3% of the gross sales from the operation of the
restaurant, only while the Company acts as general partner. The restaurant,
which had operated under its existing servicemark, was closed on July 13, 2002
and building permits were issued at the start of fiscal year 2003. The
restaurant was open for business on January 20, 2003.

     Restaurant food sales represented 58.6% of total sales for the fiscal year
ended September 28, 2002 as compared to 57.6% and 55.6% of total sales in the
fiscal years ended September 29, 2001 and September 30, 2000 respectively. The
weekly average of same store restaurant food sales was $264,000 for the fiscal
year ended September 28, 2002 as compared to $255,000 and $236,000 for the
fiscal years ended September 29, 2001 and September 30, 2000, respectively, an
increase of 3.5% and 11.9% from the fiscal years ended September 29, 2001 and
September 30, 2000, respectively.

     Restaurant bar sales represented 18.0% of total sales for the fiscal year
ended September 28, 2002 as compared to 16.7% and 16.1% of total sales in the
fiscal years ended September 29, 2001 and September 30, 2000, respectively. The
weekly average of same store restaurant bar sales was $74,000 for the fiscal
year ended September 28, 2002 as compared to $75,000 and $74,000 for the fiscal
years ended September 29, 2001 and September 30, 2000 respectively, representing
a decrease of 1.3% from fiscal year 2001 and no change from fiscal year 2000.


                                     - 21 -



<PAGE>


     Package  store sales  represented  23.4% of total sales for the fiscal year
ended  September  28,  2002 as compared to 25.7% and 28.3% of total sales in the
fiscal years ended September 30, 2001 and September 30, 2000, respectively.  The
weekly  average of same store  package  sales was  $170,000  for the fiscal year
ended  September  28, 2002 as compared to $168,000  and  $154,000 for the fiscal
years ended September 29, 2001 and September 30, 2000 respectively,  an increase
of less than .2% and  10.4%  from  fiscal  years  ended  September  29,2001  and
September 30, 2000, respectively.

     Franchise revenue increased to $985,000 for the fiscal year ended September
28, 2002 as compared to $977,000 and $874,000 for the fiscal years ended
September 29, 2001 and September 30, 2000 respectively. The increase in
franchise revenue resulted from higher sales for the franchises.

     Owner's fee represents fees received pursuant to a Management Agreement
from the operation of a club owned by the Company in Atlanta, Georgia. The
Management Agreement was amended effective July 1, 1996, whereby the Company
also receives ten percent of sales exceeding $1,500,000 per annum as additional
owner's fees. Income from this club was $251,000 for the fiscal year ended
September 28, 2002 as compared to $269,000 and $261,000 for the fiscal years
ended September 29, 2001 and September 30, 2000, respectively.

     The gross profit margin for restaurant sales was 65.9% for the fiscal year
ended September 28, 2002 as compared to 63.0% and 63.8% for the fiscal years
ended September 29, 2001 and September 30 2000, respectively. This was largely
due to reduced costs of ribs, the Company's most popular menu item.

     The gross profit margin for package goods sales was 25.9% for the fiscal
year ended September 28, 2002 as compared to 27.2% and 26.4% for the fiscal
years ended September 29, 2001 and September 30, 2000, respectively. The
decrease in gross profit margin in 2002 is due in part to a charge of
approximately $160,000 relating to the change in inventory valuation method to
average cost.

     Overall gross profits were 56.5% for the fiscal year ended September 29,
2002 as compared to 53.8% and 53.2% for the fiscal years ended September 29,
2001 and September 30, 2000, respectively.

Operating Costs and Expenses
----------------------------

     Operating costs and expenses for the fiscal year ended September 28, 2002
were $37,929,000 as compared to $33,586,000 and $30,424,000 for the fiscal years
ended September 29, 2001 and September 30, 2000, respectively. Operating
expenses are comprised of the cost of merchandise sold, payroll and related
costs, occupancy costs and selling, general and administrative expenses.

     Payroll and related costs which include workers compensation insurance
premiums were $11,913,000 for the fiscal year ended September 28, 2002 as
compared to $10,346,000 and $9,044,000 for the fiscal years September 29, 2001
and September 30, 2000, respectively. The 15.1% increase from the fiscal year
2001 and the 31.7% increase from the fiscal year 2000 is attributed to increases
in salaries paid to all employees in order to recruit and maintain competent
individuals in a very competitive labor market.

                                     - 22 -



<PAGE>


     Occupancy costs, which include rent, common area maintenance, repairs and
taxes were $1,870,000 for the fiscal year ended September 28, 2002 as compared
to $1,373,000 and $1,312,000 for the fiscal years ended September 29, 2001 and
September 30, 2000, respectively.

     Selling, general and administrative expenses were $7,135,000 for the fiscal
year ended September 28, 2002 as compared to $5,832,000 and $5,390,000 for the
fiscal years ended September 29, 2001 and September 30, 2000, respectively.

Other Income and Expenses
-------------------------

     Other income and expenses were an expense of $659,000 for the fiscal year
ended September 28, 2002 as compared to $565,000 and $511,000 for the fiscal
years ended September 29, 2001 and September 30, 2000, respectively.

     Interest expense, net of interest income, was $115,000 for the fiscal year
ended September 28, 2002 as compared to $153,000 for each of the two fiscal
years ended September 29, 2001 and September 30, 2000.

     The category "Other, net" was $559,000 for the fiscal year ended September
28, 2002 as compared with $160,000 and $82,000 for the fiscal years ended
September 29, 2001 and ended September 30, 2000, respectively. The increase for
the fiscal year ending September 28, 2002 was the gain on disposition relating
to the eminent domain proceedings which will not reoccur.




Liquidity and Capital Resources
-------------------------------

Cash Flows
----------

     The following table is a summary of the Company's cash flows for the fiscal
years ended September 28, 2002, September 29, 2001 and September 30, 2000:


                                     - 23 -



<PAGE>




-----------------------------------------------------------------------------
                                  Fiscal Years Ended
-----------------------------------------------------------------------------
                                2002                2001                2000
----------------------------------------------------------------------------
                                       (in thousands)
----------------------------------------------------------------------------
Net cash provided by
operating activities           $2,145               $2,476            $2,280
----------------------------------------------------------------------------
Net cash used in
investing activities           (1,659)              (1,665)           (3,030)
----------------------------------------------------------------------------
Net cash used in
financing activities             (892)                (168)             (188)
----------------------------------------------------------------------------
Net increase (decrease)
in cash and equivalents          (406)                 643              (938)
----------------------------------------------------------------------------
Cash and equivalents.
beginning of year               1,549                  906             1,844
-----------------------------------------------------------------------------
Cash and equivalents.
end of year                    $1,143               $1,549             $  906
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>

Contractual Cash Obligations

                                                      Less Than            1-5              After
                                       Total            1 Year            Years            5 Years
                                       -----            ------            -----            -------
<S>                                   <C>              <C>
Employment contract                   $  150,000       $  150,000        $       --        $       --
Long-term debt                         1,938,000          345,000           574,000         1,019,000
Operating leases                      11,597,000        1,553,000         4,539,000         5,505,000
Subtotal                              13,685,000        2,048,000         5,113,000         6,524,000
Operating lease guarantees for
   franchisees                         7,265,000          885,000         2,941,000         3,439,000
                                      ----------       ----------        ----------        ----------
                                     $20,950,000       $2,933,000        $8,054,000        $9,963,000
                                     ===========       ==========        ==========        ==========
</TABLE>


Improvements
------------

     Capital expenditures were $1,216,000, $2,560,000 and $3,201,000 during
fiscal years 2002, 2001 and 2000, respectively. The capital expenditures for
each fiscal year included upgrading existing units serving food, improvements to
package liquor stores and the replacement of the corporate computer system. The
fiscal year 2000 capital expenditures included the purchase of an office
building for $850,000. The fiscal year 2001 capital expenditures included
renovations to the office building for $250,000.

     All of the Company's units require periodic refurbishing in order to remain
competitive . During fiscal 1992, as cash flow improved, the Company embarked on
a refurbishing program which continues. The budget for fiscal year 2003 includes
approximately $425,000 for this purpose. The Company expects the funds for these
improvements to be provided from operations.

                                     - 24 -



<PAGE>



Property and Equipment
----------------------

     The Company purchased an office building for $850,000 during the first
quarter of 2000 and renovated the same during the second and third quarters of
fiscal year 2001 for $250,000. The corporate offices were relocated to the
building during the third quarter of fiscal year 2001.

Long term debt
--------------

     During the fourth quarter of fiscal year 1997, the Company borrowed
$375,000 from investors, in units of $5,000, which loan was fully secured with
specific receivables owned by the Company. The loan was paid in full during the
fourth quarter of fiscal year 2002.

     The Company closed on a $1,000,000 loan with Bank of America (formerly
Nations Bank) during the second quarter of fiscal year 2000. The promissory note
earned interest at prime rate, payable monthly on the outstanding principal
balance, with quarterly payments of principal commencing at the rate of $50,000
per quarter for 8 quarters, and then at the rate of $75,000 per quarter for 8
quarters, at which time any outstanding principal balance and all accrued
interest would have been due in full. The promissory note was secured by a
security interest in all assets of the Company, including the office building
purchased by the Company. The promissory note was prepaid in full during the
fourth quarter of fiscal year 2002.

     During the fourth quarter of fiscal year 2002, the Company closed on a
$456,000 loan with Bank Atlantic, which loan was used to prepay the Company's
loan with Bank of America discussed above. The promissory note earns interest at
the rate of prime (4.75% at 9/30/02) per annum and is fully amortized over 19
months, with equal monthly payments of principal and interest. The principal due
as of September 28, 2002 was $418,000.

     During the fourth quarter of fiscal year 2001, the Company borrowed the sum
of $895,000 from Bank of America (formerly Nations Bank). The promissory note
earns interest at the rate of 8.62% per annum, amortized over 20 years with
principal and interest payable monthly, with the entire unpaid principal balance
and all accrued interest due on August 1, 2008. The promissory note is secured
by a mortgage on the office building purchased by the Company for its corporate
offices, which office building was released from the lien granted by the Company
to the Bank of America (formerly Nations Bank), as collateral for the loan in
January of fiscal year 2000. In order to achieve the fixed interest rate, the
Company entered into an ISDA Master Agreement with Bank of America. ("SWAP
Agreement"), and in the event the Company elects to prepay the promissory note,
there may be a prepayment penalty associated therewith. The outstanding balance
as of the end of fiscal year 2002 was $876,000.

     The Company repaid long term debt, including the Bank of America note
payable, capital lease obligations and Chapter 11 bankruptcy damages in the
amount of $498,000, $835,000 and $461,000 in fiscal years 2002, 2001 and 2000
respectively.

Working capital
---------------

     The table below summarizes the current assets, current liabilities and
working capital for the fiscal years 2002, 2001 and 2000:

                                     - 25 -


<PAGE>



                             Sept. 28        Sept. 29      Sept.30
                               2002             2001         2000

Current assets              $5,354,000      $4,745,000    $3,785,000

Current liabilities          2,374,000       2,309,000     2,412,000

Working capital              2,980,000       2,436,000     1,373,000


     Management believes that positive cash flow from operations will adequately
fund operations, debt reductions and planned capital expenditures in fiscal year
2003.


Income Taxes
------------

     Financial Accounting Standards Board Statement No. 109, Accounting for
Income Taxes requires, among other things, recognition of future tax benefits
measured at enacted rates attributable to deductible temporary differences
between financial statement and income tax bases of assets and liabilities and
to tax net operating loss and tip credit carryforwards to the extent that
realization of said benefits is more likely than not. For discussion regarding
the Company's carryforwards refer to Note 8 to the consolidated financial
statements for fiscal year ended September 28, 2002.

Bankruptcy Proceedings
----------------------

     As noted above and in Note 7 to the consolidated financial statements, on
November 4, 1985, Flanigan's Enterprises, Inc., not including any of its
subsidiaries, filed a Voluntary Petition in the United States Bankruptcy Court
for the Southern District of Florida seeking to reorganize under Chapter 11 of
the Federal Bankruptcy Code. The primary purposes of the petition were (1) to
reject leases which were significantly above market rates and (2) to reject
leases on closed units which had been repossessed by or returned to the Company.

     During fiscal year 1986 the Company terminated or rejected 34 leases. Many
of the leases remaining were renegotiated to five year terms, with three five
year renewal options at fair market rental. As was their right under the
Bankruptcy Code, the landlords of properties rejected by the Company filed
claims for losses or damages sustained as a result of the Company's rejection of
such leases. The amount of such damages is limited by federal law. The Company
outlined a schedule for payment of these damages in the Amended Plan. As noted
above, the Amended Plan was approved in the Bankruptcy Court on May 5, 1987. The
gross amount of damages payable to creditors for the rejected leases was
$4,278,000. Since the damage payments were to be made over nine years, the total
amount due was discounted at a rate of 9.25%. During the third quarter of fiscal
year 2002, the remaining damage payments under the Amended Plan were paid in
full. See Note 7 to the consolidated financial statements for the current
payment schedule of these damages.

                                     - 26 -



<PAGE>


Other Legal Matters
-------------------

     Through the end of fiscal year 1990, the Company was uninsured for dram
shop liability. See page 17 for further discussion regarding dram shop suits.

     The Company operated a restaurant in Miami, Florida under the "Flanigan's
Seafood Bar and Grill" servicemark pursuant to a limited partnership agreement
through the end of the second quarter of fiscal year 2002. The Company acts as
the general partner and owned a fifty percent limited partnership interest. The
State of Florida, Department of Transportation, ("DOT"), exercised its right of
eminent domain to "take" the hotel property upon which this restaurant was
located and the restaurant closed as the end of business on March 30,2002. The
Company, as general partner of the limited partnership, pursued a claim for the
"taking" of the restaurant, including its furniture, fixtures and equipment,
against the DOT and an apportionment claim against the owner of the hotel
property as compensation for its possessory rights to the restaurant premises
and its share of compensation paid by the DOT for its furniture, fixtures and
equipment pursuant to a Stipulated Final Judgment between the DOT and the owner
of the hotel property, ("Stipulated Final Judgment"). The settlement resulted in
a gain from disposition of approximately $459,000 to the Company during the
fiscal year ended September 28, 2002, which is included in "Other Income
(Expense) on Page F-3 of this report. The limited partnership has reserved its
right to seek additional compensation from the DOT for (1) its claim for the
value of the furniture, fixture and equipment located in the restaurant which
were not paid for in the Stipulated Final Judgment; (2) its claim for the value
of its furniture, fixtures and equipment above and beyond the value paid by the
DOT in the Stipulated Final Judgment; and (3) any other rights reserved to the
limited partnership in the Stipulated Final Judgment, which additional
compensation will belong solely to the Company. The amount of compensation, if
any, cannot be estimated as of this date. The unrelated joint venture partner
received $350,000 in full settlement of their interest and the Company controls
100% of the partnership as of September 28, 2002.

Trends
------

     During the next twelve months management expects continued increases in
restaurant and package goods sales, both for Company stores and franchised
stores. The Company anticipates expenses to increase slightly, therefore
resulting in a small increase in overall profits before income taxes.

     The Company utilized the balance of its net operating loss carryforward
during fiscal year 1999 and was fully taxable for fiscal years 2002, 2001 and
2000. The provision for income taxes was $688,000 for the fiscal year ended
September 28, 2002 $489,000 for fiscal year ended September 29, 2001 and
$341,000 for the fiscal year ended September 30, 2000.

     The Company intends to add additional restaurants and package stores as
opportunities and resources become available.

Critical Accounting Policies
----------------------------

The Company's significant accounting policies are more fully described in Note 1
to the Company's consolidated financial statements located in Item 8 of this
Amended Annual Report on Form 10-K/A. The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues, and expenses, and the related
disclosures of contingent assets and liabilities. Actual results could differ
from those estimates under different assumptions or conditions. The Company
believes that the following critical accounting policy is subject to estimates
and judgments used in the preparation of its consolidated financial statements:

Deferred tax assets result primarily from timing differences relating to
depreciation and tip credits. The calculations are reviewed periodically by
management and the estimates are adjusted as the assumptions or conditions
indicate.

                                     - 27 -



<PAGE>




Other Matters
-------------

   Impact of Inflation
   --------------------

     The Company does not believe that inflation has had any material effect
during the past three fiscal years. To the extent allowed by competition, the
Company recovers increased costs by increasing prices.

   Post Retirement Benefits Other Than Pensions
   --------------------------------------------

     The Company currently provides no post retirement benefits to any of its
employees, therefore Financial Accounting Standards Board Statement No. 106 has
no effect on the Company's financial statements.

                                     - 28 -


<PAGE>


Subsequent Events
-----------------

         None

Item 7A. Quantative and Qualitative Disclosures About Market Risk
-----------------------------------------------------------------

Interest Rate Risk
------------------

At September 28, 2002,  the Company's  cash  resources earn interest at variable
rates.  Accordingly,  the  Company's  return  on  these  funds  is  affected  by
fluctuations  in interest  rates.  Any  decrease  in interest  rates will have a
negative effect on the Company's  earnings. The Company does not ordinarily hold
market risk sensitive instruments for trading purposes. The Company does however
recognize market risk from interest rate exposure.

The Company has two debt arrangements which have variable interest rates. One of
these instruments, which is a mortgage note, the Company has entered into for an
interest rate swap agreement to hedge the interest rate risk. The other debt
instrument has an outstanding principal balance at September 28, 2002 of
$418,000. Even if interest rates increased by 10%, results of operations would
be reduced by only $2,000, an amount management considers immaterial.



Item 8. Financial Statements and Supplementary Data.
---------------------------------------------------

     Financial statements of the Company at September 28, 2002, September 29,
2001 and September 30, 2000, which include each of the three years in the period
ended September 28, 2002 and the independent certified public accountants'
report thereon, are included herein.


                                    PART III

Item 10. Directors and Executive Officers of the Registrant.
------------------------------------------------------------

     The information set forth under the caption "Election of Directors" in the
Company's definitive Proxy Statement for its 2003 Annual Meeting of
Shareholders, filed with the Securities and Exchange Commission pursuant to
regulation 14A under the Securities and Exchange Act of 1934, as amended (the
2003 Proxy Statement), is incorporated herein by reference. See also "Executive
Officers of the Registrant" included in Part I hereof.

Item 11. Executive Compensation.
--------------------------------

          The information set forth in the 2003 Proxy Statement under the
     caption "Executive Compensation" is incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

                                     - 29 -



<PAGE>


     The information set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the 2003 Proxy Statement is incorporated by
reference.

Item 13. Certain Relationships and Related Transactions.
--------------------------------------------------------

     The information set forth under the caption "Election of Directors -Certain
Relationships and Related Transactions" in the 2003 Proxy Statement is
incorporated by reference.


                                     PART IV

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

(a) 1. Financial Statements

     All the financial statements, financial statement schedule and
supplementary data listed in the accompanying Index to Exhibits are filed as
part of this Amended Annual Report.

    2. Exhibits

     The exhibits listed on the accompanying Index to Exhibits are filed as part
of this  Amended Annual Report.

(b) Reports on Form 8-K

     No reports on form 8-K were filed during the fourth quarter of fiscal year
2002 or subsequent to year end.


                                Index to Exhibits
                                Item (14) (a) (2)

                                   Description
                                   -----------


(2) Plan of Reorganization, Amended Disclosure Statement, Amended Plan of
Reorganization, Modification of Amended Plan of Reorganization, Second
Modification of Amended Plan of Reorganization, Order Confirming Plan of
Reorganization, (Item 7 (c) of Quarterly Report on Form 8-K filed May 5, 1987 is
incorporated herein by reference).

(3) Restated Articles of Incorporation (Part IV, Item 4 (a) (2) of Annual Report
on Form 10-K filed on December 29, 1982 is incorporated herein by reference).

(10)(a)(1) Employment Agreement with Joseph G. Flanigan (Exhibit A of the Proxy
Statement dated January 27, 1988 is incorporated herein by reference).

(10)(a)(2) Form of Employment Agreement between Joseph G. Flanigan and the
Company (as ratified and amended by the stockholders at the 1988 annual meeting
is incorporated herein by reference).

                                     - 30 -



<PAGE>



(10)(c) Consent Agreement regarding the Company's Trademark Litigation (Part
7(c)(19) of the Form 8-K dated April 10, 1985 is incorporated herein by
reference).

(10)(d) King of Prussia (#850) Partnership Agreement (Part 7 (c) (19) of the
Form 8-K dated April 10, 1985 is incorporated herein by reference).

(10)(o) Management Agreement for Atlanta, Georgia, (#600) (Item 14(a)(10)(o) of
the Form 10-K dated October 3, 1992 is incorporated herein by reference).

(10)(p) Settlement Agreement with Former Vice Chairman of the Board of Directors
(re #5) (Item 14 (a)(10)(p) of the Form 10-K dated October 3, 1992 is
incorporated herein by reference).

(10)(q) Hardware Purchase Agreement and Software License Agreement for
restaurant point of sale system. (Item 14(a)(10)(g) of Form 10-KSB dated October
2, 1993 is incorporated herein by reference).

(10)(a)(3) Key Employee Incentive Stock Option Plan (Exhibit A of the Proxy
Statement dated January 26, 1994 is incorporated herein by reference).

(10)(r) Limited Partnership Agreement of CIC Investors #13, Ltd,. between
Flanigan's Enterprises, Inc., as General Partner and fifty percent owner of the
limited partnership, and Hotel Properties, LTD. (Item 14 (a)(10)(r) of the Form
10-KSB dated September 30, 1995 is incorporated herein by reference).

(10)(s) Form of Franchise Agreement between Flanigan's Enterprises, Inc. and
Franchisees. (Item 14 (a)(10)(s) of the Form 10-KSB dated September 30, 1995 is
incorporated herein by reference).

(10)(t) Licensing Agreement between Flanigan's Enterprises, Inc. and James B.
Flanigan, dated November 4, 1996, for non-exclusive use of the servicemark
"Flanigan's" in the Commonwealth of Pennsylvania. (Item 14 (a)(10)(t) of the
Form 10-KSB dated September 28, 1996 is incorporated herein by reference).

(10)(u) Limited Partnership Agreement of CIC Investors #15 Ltd., dated March 28,
1997, between B.D. 15 Corp. as General Partner and numerous limited partners,
including Flanigan's Enterprises, Inc. as a limited partner owning twenty five
percent of the limited partnership (Item 14 (a)(10)(u) of the Form 10-KSB dated
September 27, 1997 is incorporated herein by reference).

(10)(v) Limited Partnership Agreement of CIC Investors #60 Ltd., dated July 8,
1997, between Flanigan's Enterprises, Inc., as General Partner and numerous
limited partners, including Flanigan's Enterprises, Inc. as limited partner
owning forty percent of the limited partnership (Item 14 (a)(10)(v) of Form
10-KSB dated September 27, 1997 is incorporated herein by reference).

(10)(w) Stipulated Agreed Order of Dismissal upon Mediation with former
franchisee (Item 14 (a)(10)(w) of Form 10-KSB dated September 27, 1997 is
incorporated herein by reference).

(10)(x) Limited Partnership Agreement of CIC Investors #70, Ltd. dated February
1999 between Flanigan's Enterprises, Inc. as General Partner and numerous
limited partners, including Flanigan's Enterprises, Inc. as limited partner
owning forty percent of the limited partnership. (Item 14 (a) (10) (x) of Form
10-KSB dated October 2, 1999 is incorporated herein by reference)

                                     - 31 -



<PAGE>


(10)(y) Limited Partnership Agreement of CIC Investors #80, Ltd., dated May
2001, between Flanigan's Enterprises, Inc. as General Partner and numerous
limited partners, including Flanigan's Enterprises, Inc., as limited partner
owning twenty five percent of the limited partnership.

(10)(z) Limited Partnership Agreement of CIC Investors #95, Ltd., dated July
2001, between Flanigan's Enterprises, Inc., as General Partner and numerous
limited partners, including Flanigan's Enterprises, Inc. as limited partner
owning twenty eight percent of the limited partnership.

(13) Registrant's Form 10-K/A constitutes the Amended Annual Report to
Shareholders for the fiscal year ended September 28, 2002.

(22)(a) Company's subsidiaries are set forth in this Amended Annual Report on
Form 10-K/A.

99.1   CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED
       PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

99.2   CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED
       PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

99.3   CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED
       PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

99.4   CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED
       PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

99.5   INDEPENDENT ACCOUNTANT PREFERABILITY LETTER



                                   SIGNATURES

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


                            Flanigan's Enterprises, Inc.
                            Registrant

                            By: /s/ JOSEPH G. FLANIGAN
                                ------------------------
                                JOSEPH G. FLANIGAN
                                Chief Executive Officer

Date: 05/19/03


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


/s/ JOSEPH G. FLANIGAN        Chairman of the Board,        Date:  5/19/2003
----------------------        Chief Executor Officer,
Joseph G. Flanigan            and Director


/s/ EDWARD A. DOXEY           Chief Financial Officer       Date:  5/19/2003
----------------------        Secretary and Director
Edward A. Doxey



                                     - 32 -



<PAGE>




/s/ MICHAEL ROBERTS           Director                      Date:  5/19/2003
----------------------
MICHAEL ROBERTS


/s/ GERMAINE M. BELL          Director                      Date:  5/19/2003
----------------------
Germaine M. Bell


/s/ CHARLES E. MCMANUS        Director                      Date:  5/19/2003
----------------------
Charles E. McManus


/s/ JEFFREY D. KASTNER        Assistant Secretary           Date:  5/19/2003
----------------------         and Director
Jeffrey D. Kastner


WILLIAM PATTON                Vice President, Public        Date:  5/19/2003
----------------------        Relations and Director
William Patton

/s/ JAMES G. FLANIGAN         President and Director        Date:  5/19/2003
----------------------
James G. Flanigan


/s/ PATRICK J. FLANIGAN       Director                      Date:  5/19/2003
-----------------------
Patrick J. Flanigan







<PAGE>




=============================================================================
                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
=============================================================================

                        CONSOLIDATED FINANCIAL STATEMENTS

                    SEPTEMBER 28, 2002 AND SEPTEMBER 29, 2001
=============================================================================

=============================================================================






                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------




                                                                 PAGE
                                                                 ----



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                F-1


CONSOLIDATED FINANCIAL STATEMENTS

   Balance Sheets                                                 F-2

   Statements of Income                                           F-3

   Statements of Stockholders' Equity                             F-4

   Statements of Cash Flows                                      F5-F-6

   Notes to Financial Statements                                F-7-F-27


<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


Board of Directors and Stockholders
Flanigan's Enterprises, Inc.
Fort Lauderdale, Florida


We have  audited the  accompanying  consolidated  balance  sheets of  Flanigan's
Enterprises,  Inc. and  Subsidiaries  as of September 28, 2002 and September 29,
2001, and the related  consolidated  statements of income,  stockholders' equity
and cash flows for each of the three  years in the period  ended  September  28,
2002. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position  of  Flanigan's
Enterprises,  Inc. and  Subsidiaries  as of September 28, 2002 and September 29,
2001, and the consolidated  results of their operations and their cash flows for
each of the three years in the period  ended  September  28, 2002 in  conformity
with accounting principles generally accepted in the United States.

The  accompanying  consolidated  financial  statements  have  been  restated  as
discussed in Note 5.


                            RACHLIN COHEN & HOLTZ LLP


Fort Lauderdale, Florida
November 27, 2002, except for the effects of the matter discussed in Note 5, as
to which the date is May 8, 2003


                                       F-1



<PAGE>


                FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

                         CONSOLIDATED BALANCE SHEETS

                  SEPTEMBER 28, 2002 AND SEPTEMBER 29, 2001
                                 (Restated)

<TABLE>
<CAPTION>

                                   ASSETS                                           2002             2001
                                   ------                                           ----             ----
Current Assets:
<S>                                                                             <C>             <C>
    Cash and cash equivalents                                                   $  1,143,000    $  1,549,000
    Notes and mortgages receivable, current maturities, net                           85,000         129,000
    Due from franchisees                                                             156,000         568,000
    Other receivables                                                                795,000         382,000
    Inventories                                                                    1,422,000       1,374,000
    Refundable deposit, major supplier                                               979,000              --
    Prepaid expenses                                                                 535,000         425,000
    Deferred tax assets                                                              239,000         318,000
                                                                                ------------    ------------
      Total current assets                                                         5,354,000       4,745,000
                                                                                ------------    ------------
Property and Equipment                                                            10,514,000      10,570,000
                                                                                ------------    ------------
Investments in Joint Ventures                                                        142,000         132,000
                                                                                ------------    ------------
Other Assets:
    Liquor licenses, net                                                             347,000         283,000
    Notes and mortgages receivable, net                                              167,000         142,000
    Deferred tax assets                                                              248,000         338,000
    Other                                                                            595,000         518,000
                                                                                ------------    ------------
         Total other assets                                                        1,357,000       1,281,000
                                                                                ------------    ------------
         Total assets                                                           $ 17,367,000    $ 16,728,000
                                                                                ============    ============

                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts payable and accrued expenses                                       $  1,905,000     $ 1,787,000
    Due to franchisees                                                                49,000          16,000
    Current portion of long-term debt                                                345,000         309,000
    Damages payable on terminated or rejected leases                                      --         117,000
    Deferred revenues                                                                 75,000          80,000
                                                                                ------------    ------------
         Total current liabilities                                                 2,374,000       2,309,000
                                                                                ------------    ------------
Long-Term Debt, Net of Current Maturities                                          1,593,000       2,010,000
                                                                                ------------    ------------
Minority Interest in Earnings of Consolidated Joint Ventures                       3,443,000       3,441,000
                                                                                ------------    ------------
Commitments, Contingencies and Other Matters                                              --              --

Stockholders' Equity:
    Common stock, $.10 par value; 5,000,000 shares authorized;
      4,197,642 shares issued                                                        420,000         420,000
    Capital in excess of par value                                                 6,103,000       6,028,000
    Retained earnings                                                              8,747,000       7,863,000
    Notes receivable on sale of common stock                                             --        (291,000)
    Treasury stock, at cost, 2,271,172 and 2,275,164 shares, respectively         (5,313,000)     (5,052,000)
                                                                                ------------    ------------
         Total stockholders' equity                                                9,957,000       8,968,000
                                                                                ------------    ------------
         Total liabilities and stockholders' equity                             $ 17,367,000    $ 16,728,000
                                                                                ============    ============

</TABLE>

                See notes to consolidated financial statements.

                                      F-2

<PAGE>

<TABLE>
<CAPTION>




                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

             YEARS ENDED SEPTEMBER 28, 2002, SEPTEMBER 29, 2001 AND
                          SEPTEMBER 30, 2000 (Restated)


                                                                       2002            2001             2000
                                                                       ----            ----             ----

Revenues:
<S>                                                                   <C>             <C>              <C>
    Restaurant food sales                                             $ 22,904,000    $ 19,976,000     $ 17,423,000
    Restaurant beverage sales                                            7,039,000       5,806,000        5,049,000
    Package goods sales                                                  9,174,000       8,907,000        8,870,000
    Franchise-related revenues                                             985,000         977,000          874,000
    Owner's fee                                                            251,000         269,000          261,000
    Other operating income                                                 306,000         234,000          163,000
                                                                      ------------    ------------     ------------
                                                                        40,659,000      36,169,000       32,640,000
                                                                      ------------    ------------     ------------
Costs and Expenses:
    Cost of merchandise sold:
       Restaurants and lounges                                          10,213,000       9,548,000        8,146,000
       Package goods                                                     6,798,000       6,487,000        6,532,000
    Payroll and related costs                                           11,913,000      10,346,000        9,044,000
    Occupancy costs                                                      1,870,000       1,373,000        1,312,000
    Selling, general and administrative expenses                         7,135,000       5,832,000        5,390,000
                                                                      ------------    ------------     ------------
                                                                        37,929,000      33,586,000       30,424,000
                                                                      ------------    ------------     ------------
Income from Operations                                                   2,730,000       2,583,000        2,216,000
                                                                      ------------    ------------     ------------

Other Income (Expense):
    Interest expense on obligations under capital leases                        --         (46,000)         (46,000)
    Interest expense on long-term debt and damages payable                (175,000)       (175,000)        (165,000)
    Minority interest in earnings of consolidated joint ventures        (1,130,000)       (598,000)        (484,000)
    Interest income                                                         60,000          68,000           58,000
    Joint venture income                                                    27,000          26,000           44,000
    Other                                                                  559,000         160,000           82,000
                                                                      ------------    ------------     ------------
                                                                          (659,000)       (565,000)        (511,000)
                                                                      ------------    ------------     ------------
Income Before Provision for Income Taxes                                 2,071,000       2,018,000        1,705,000
                                                                      ------------    ------------     ------------

Provision (Benefit) for Income Taxes:
    Current                                                                519,000         483,000          373,000
    Deferred                                                               169,000           6,000          (32,000)
                                                                      ------------    ------------     ------------
                                                                           688,000         489,000          341,000
                                                                      ------------    ------------     ------------

Net Income                                                            $  1,383,000      $1,529,000     $  1,364,000
                                                                      ============    ============     ============
Net Income Per Common Share:
    Basic                                                             $       0.71    $       0.80     $       0.73
                                                                      ============    ============     ============
    Diluted                                                           $       0.70    $       0.80     $       0.71
                                                                      ============    ============     ============

Weighted Average Shares and Equivalent Shares Outstanding:
    Basic                                                                1,961,000       1,903,000        1,856,000
                                                                      ============    ============     ============
    Diluted                                                              1,989,000       1,922,000        1,931,000
                                                                      ============    ============     ============

</TABLE>
                See notes to consolidated financial statements.


                                      F-3
<PAGE>

<TABLE>
<CAPTION>


                                                                      Common Stock           Capital in
                                                                      ------------           Excess of        Retained
                                                                  Shares        Amount        Par Value       Earnings
                                                                  ------        ------        ---------       --------

<S>                                                              <C>          <C>           <C>              <C>
Balance, October 2, 1999                                         4,197,642    $ 420,000     $ 6,058,000      $  5,416,000

Year Ended September 30, 2000:
   Dividends paid ($0.11 per share)                                     --           --              --          (215,000)
   Net income                                                           --           --              --         1,364,000
   Purchase of treasury stock                                           --           --              --              --
   Exchange of shares - exercise of stock options                       --           --          (6,000)             --
   Payments received on notes receivable                                --           --              --              --
                                                                 ---------    ---------     -----------      ------------
Balance, September 30, 2000                                      4,197,642      420,000       6,052,000         6,565,000

Year Ended September 29, 2001:
   Dividends paid ($0.12 per share)                                     --          --               --          (231,000)
   Net income                                                           --          --               --         1,529,000
   Purchase of treasury stock                                           --          --               --               --
   Notes receivable issued upon exercise of stock options               --          --          (24,000)
   Payments received on notes receivable                                --          --               --               --
                                                                 ---------    ---------     -----------      ------------
Balance, September 29, 2001                                      4,197,642      420,000       6,028,000         7,863,000

Year Ended September 28, 2002:
   Dividends paid ($0.25 per share)                                                                              (499,000)
   Net income                                                                                                   1,383,000
   Purchase of treasury stock
   Exchange of shares - exercise of stock options                                                75,000
   Payments received on notes receivable                                --           --              --               --
                                                                 ---------    ---------     -----------      ------------
Balance, September 28, 2002                                      4,197,642    $ 420,000     $ 6,103,000      $  8,747,000
                                                                 =========    =========     ===========      ============
</TABLE>


<TABLE>
<CAPTION>



                                                                 Notes
                                                              Receivable
                                                              on Sale of           Treasury Stock
                                                               Common            ---------------
                                                                Stock           Shares      Amount            Total
                                                                 -----           ------     ------            -----

<S>                                                         <C>              <C>          <C>              <C>
Balance, October 2, 1999                                    $  (192,000)     2,247,193    $  (4,722,000)   $ 6,980,000

Year Ended September 30, 2000:
   Dividends paid ($0.11 per share)                                  --             --              --        (215,000)
   Net income                                                        --             --              --       1,364,000
   Purchase of treasury stock                                        --        105,971         (492,000)      (492,000)
   Exchange of shares - exercise of stock options                    --        (12,000)          25,000         19,000
   Payments received on notes receivable                         11,000            --               --          11,000
                                                            -----------      ---------    -------------    ------------
Balance, September 30, 2000                                     (181,000)    2,341,164       (5,189,000)     7,667,000

Year Ended September 29, 2001:
   Dividends paid ($0.12 per share)                                  --             --              --        (231,000)
   Net income                                                        --             --              --       1,529,000
   Purchase of treasury stock                                        --          4,000          (18,000)       (18,000)
   Notes receivable issued upon exercise of stock options      (122,000)       (70,000)         155,000          9,000
   Payments received on notes receivable                         12,000           --              --            12,000
                                                            -----------      ---------    -------------    ------------
Balance, September 29, 2001                                    (291,000)     2,275,164       (5,052,000)     8,968,000

Year Ended September 28, 2002:
   Dividends paid ($0.25 per share)                                                                           (499,000)
   Net income                                                                                                1,383,000
   Purchase of treasury stock                                                   68,803         (423,000)      (423,000)
   Exchange of shares - exercise of stock options                              (72,795)         162,000        237,000
   Payments received on notes receivable                        291,000            --               --         291,000
                                                            -----------      ---------    -------------    ------------
Balance, September 28, 2002                                 $        --      2,271,172    $  (5,313,000)   $ 9,957,000
                                                            ===========     ==========   =============    ============
</TABLE>

                See notes to consolidated financial statements.

                                      F-4



<PAGE>


<TABLE>
<CAPTION>

                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

             YEARS ENDED SEPTEMBER 28, 2002, SEPTEMBER 29, 2001 AND
                               SEPTEMBER 30, 2000
                                   (Restated)

                                                                          2002             2001           2000
                                                                          ----             ----           ----
Cash Flows from Operating Activities:
<S>                                                                     <C>             <C>            <C>
   Net income                                                           $  1,383,000    $ 1,529,000    $1,364,000
   Adjustments to reconcile net income to net cash provided by
     operating activities:
       Depreciation and amortization                                       1,041,000      1,032,000       829,000
       Deferred income taxes                                                 169,000          6,000       (32,000)
       Minority interest in earnings of consolidated joint ventures        1,130,000        598,000       484,000
       Recognition of deferred revenues                                       (5,000)        (4,000)       (4,000)
       Gain on disposal of property, equipment and liquor licenses          (440,000)       (21,000)       (8,000)
       Joint venture income                                                  (27,000)       (26,000)      (44,000)
       Changes in operating assets and liabilities:
         (Increase) decrease in:
           Due from franchisees                                              412,000       (439,000)     (271,000)
           Other receivables                                                (434,000)        11,000      (273,000)
           Inventories                                                       (48,000)        51,000        25,000
           Prepaid expenses                                                 (110,000)       (82,000)       72,000
           Refundable deposit, major supplier                               (979,000)           --             -
           Other assets                                                      (98,000)       (19,000)     (145,000)
         Increase (decrease) in:
           Accounts payable and accrued expenses                             118,000       (176,000)      283,000
           Due to franchisees                                                 33,000         16,000             -
                                                                        ------------    -----------    ----------
             Net cash provided by operating activities                     2,145,000      2,476,000     2,280,000
                                                                        ------------    -----------    ----------
Cash Flows from Investing Activities:
   Collections on notes and mortgages receivable                              12,000         79,000       470,000
   Notes receivable issued                                                   (39,000)           --             -
   Purchase of property and equipment                                     (1,216,000)    (2,560,000)   (3,201,000)
   Purchase of liquor licenses                                               (50,000)           --        (35,000)
   Sale of liquor license                                                     45,000            --             -
   Proceeds from eminent domain                                              700,000            --             -
   Distributions to joint venture minority partners                       (1,128,000)      (680,000)     (287,000)
   Distributions from unconsolidated joint venture                            17,000         10,000        23,000
   Proceeds from joint ventures interests                                        --       1,486,000             -
                                                                        ------------    -----------    ----------
             Net cash used in investing activities                        (1,659,000)    (1,665,000)   (3,030,000)
                                                                        ------------    -----------    ----------
Cash Flows from Financing Activities:
   Borrowings of long-term debt                                                   --        895,000       950,000
   Payments of long-term debt                                               (381,000)      (417,000)     (119,000)
   Payments of obligations under capital leases                                   --       (135,000)      (70,000)
   Payments of damages payable on terminated or rejected leases             (117,000)      (283,000)     (272,000)
   Collections on notes receivable, sale of common stock                     291,000         12,000        11,000
   Purchase of treasury stock                                               (423,000)       (18,000)     (492,000)
   Dividends paid                                                           (499,000)      (231,000)     (215,000)
   Proceeds from exercise of stock options                                   237,000          9,000        19,000
                                                                        ------------    -----------    ----------
             Net cash used in financing activities                          (892,000)      (168,000)     (188,000)
                                                                        ------------    -----------    ----------
Net Increase (Decrease) in Cash and Cash Equivalents                        (406,000)       643,000      (938,000)

Cash and Cash Equivalents, Beginning                                       1,549,000        906,000     1,844,000
                                                                        ------------    -----------    ----------
Cash and Cash Equivalents, Ending                                       $  1,143,000    $ 1,549,000     $ 906,000
                                                                        ============    ===========    ==========
                                                                     (Continued)
</TABLE>

                See notes to consolidated financial statements.


                                      F-5


<PAGE>

<TABLE>
<CAPTION>




                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

             YEARS ENDED SEPTEMBER 28, 2002, SEPTEMBER 29, 2001 AND
                               SEPTEMBER 30, 2000
                                   (Restated)
                                   (Continued)




                                                                   2002            2001           2000
                                                                   ----            ----           ----

Supplemental Disclosure of Cash Flow Information:
   Cash paid during the year for:
<S>                                                              <C>            <C>             <C>
     Interest                                                    $ 175,000      $ 215,000       $ 211,000
                                                                 =========      =========       =========
     Income taxes                                                $ 493,000      $ 433,000       $ 490,000
                                                                 =========      =========       =========

   Non-Cash Financing and Investing Activities:
     Notes receivable issued upon exercise of stock options      $     --       $ 122,000       $      --
                                                                 =========      =========       =========
     Deposit transferred to property and equipment               $     --       $     --        $  85,000
                                                                 =========      =========       =========
     Notes receivable for sales of liquor license                $  67,000      $     --        $  35,000
                                                                 =========      =========       =========
</TABLE>

                See notes to consolidated financial statements.

                                      F-6

<PAGE>


                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                    SEPTEMBER 28, 2002 AND SEPTEMBER 29, 2001
                                   (Restated)






                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          SEPTEMBER 28, 2002, SEPTEMBER 29, 2001 AND SEPTEMBER 30, 2000




                                       F-7
NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Capitalization

          Incorporated in 1959, Flanigan's Enterprises, Inc. ("Flanigan's" or
          the "Company") operates in South Florida as a chain of full-service
          restaurants and package liquor stores. At September 28, 2002, the
          Company owned and operated two full-service restaurants, four package
          liquor stores and four combination full-service restaurants and
          package liquor stores in Florida. In addition, Flanigan's owns one
          club in Georgia, which is operated pursuant to a management agreement
          with an unrelated third party. The Company holds interests in six of
          the twelve franchised units through joint venture investments. The
          Company's restaurants are operated under the "Flanigan's Seafood Bar
          and Grill" servicemark while the Company's package stores are operated
          under the "Big Daddy's Liquors" servicemark.

          The Company's Articles of Incorporation, as amended, authorize the
          Company to issue and have outstanding at any one time 5,000,000 shares
          of common stock at a par value of $.10.

          The Company operates under a 52-53 week year ending the Saturday
          closest to September 30.

     Principles of Consolidation

          The consolidated financial statements include the accounts of
          Flanigan's Enterprises, Inc. and its subsidiaries, all of which are
          wholly owned, and the accounts of five of the six joint venture
          investments, which are consolidated due to the Company's controlling
          interests. All significant intercompany transactions and balances have
          been eliminated in consolidation.

     Use of Estimates

          The preparation of financial statements in conformity with accounting
          principles generally accepted in the United States requires management
          to make estimates and assumptions that affect the amounts reported in
          the financial statements and accompanying notes. Although these
          estimates are based on management's knowledge of current events and
          actions it may undertake in the future, they may ultimately differ
          from actual results.

     Cash and Cash Equivalents

          The Company considers all highly liquid debt instruments with an
          original maturity of three months or less at the date of purchase to
          be cash equivalents.

     Inventories

          Inventories, which consist primarily of packaged liquor products, are
          stated at the lower of average cost or market. See Note 2 regarding a
          change in accounting method.



<PAGE>


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Liquor Licenses

          The cost of liquor licenses purchased prior to October 21, 1970 (the
          date Accounting Principles Board ("APB") Opinion No. 17 became
          effective), amounted to approximately $130,000 at September 28, 2002.
          These licenses are not amortized unless an impairment in value is
          indicated. The costs of all liquor licenses acquired subsequent to
          October 21, 1970 are amortized over a period of 40 years.

     Property and Equipment

          For financial reporting, the Company uses the straight-line method for
          providing depreciation and amortization on property and equipment. The
          estimated useful lives range from three to five years for vehicles,
          and three to seven years for furniture and equipment.

          Leasehold interests are amortized over the minimum term of the lease.
          Leasehold improvements are amortized over the life of the lease up to
          a maximum of 10 years. If the locations are sold or abandoned before
          the end of the amortization period, the unamortized costs are
          expensed. The office building is being amortized over forty years.

     Investment in Joint Ventures

          The Company uses the equity method of accounting when the Company has
          a twenty percent to fifty percent interest in other companies, joint
          ventures, and partnerships, and can exercise significant influence.
          The Company consolidates when the Company has a controlling interest
          in the entity. Under the equity method, original investments are
          recorded at cost and are adjusted for the Company's share of
          undistributed earnings or losses. All significant intercompany profits
          are eliminated.

     Concentrations of Credit Risk

          Financial instruments that potentially subject the Company to
          concentrations of credit risk are cash and cash equivalents and notes
          and mortgages receivable.

          From time to time during the year, the Company had deposits in
          financial institutions in excess of the federally insured limits. At
          September 28, 2002, the Company had deposits in excess of federally
          insured limits of approximately $699,000. The Company maintains its
          cash with high quality financial institutions, which the Company
          believes limits these risks.

          Notes and mortgages receivable arise primarily from the sale of
          operating assets, including liquor licenses. Generally, those assets
          serve as collateral for the receivable. Management believes that the
          collateral, coupled with the credit standing of the purchasers, limits
          these risks.



<PAGE>


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Major Supplier/Refundable Deposit

          In the fourth quarter of fiscal 2001, the Company entered into an
          addendum to a master distribution agreement with a major supplier,
          which entitles the Company to receive certain purchase discounts,
          rebates and advertising allowances. The Company records these
          discounts, rebates and allowances as earned, and presents discounts as
          a reduction of cost of sales, advertising allowances as a reduction of
          selling, general and administrative expenses, and rebates as other
          income. In exchange, the Company agreed to make payments of 35% of
          restaurant sales weekly against amounts owed for food purchases. The
          Company was required to make a deposit of $898,000, which is
          refundable, to the extent not applied against amounts owing, upon
          termination of the agreement. The Company purchases substantially all
          of its food products from this vendor, however, management believes
          that several other alternative vendors are available if necessary.

     Revenue Recognition

          The Company records revenues from normal recurring sales upon the sale
          of food and beverages and the sale of packaged liquor products.
          Continuing royalties, which are a percentage of net sales of
          franchised stores, are accrued as income when earned.

     Pre-opening Costs

          Pre-opening costs are those typically associated with the opening of a
          new store or restaurant. Pre-opening costs are expensed as incurred.

     Advertising Costs

          Advertising costs are expensed as incurred. Advertising costs incurred
          for the years ended September 28, 2002, September 29, 2001 and
          September 30, 2000 were $263,000, $262,000 and $257,000, respectively.

     Fair Value of Financial Instruments

          The respective carrying value of certain on-balance-sheet financial
          instruments approximated their fair value. These instruments include
          cash and cash equivalents, notes and mortgages receivable, damages
          payable on terminated or rejected leases, debt and capital leases, and
          accounts payable. Fair values were assumed to approximate carrying
          values for those financial instruments, which are short-term in nature
          or are receivable or payable on demand.

          The fair value of long-term debt is estimated based on current rates
          offered to the Company for debt of comparable maturities and similar
          collateral requirements.

                                      F-9

<PAGE>


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Recently Issued Accounting Pronouncements

          In June 2002, the Financial Accounting Standards Board issued SFAS No.
          146, "Accounting for Costs Associated with Exit or Disposal
          Activities." This statement addresses financial accounting and
          reporting for costs associated with exit or disposal activities. SFAS
          146 will become effective in the second quarter of fiscal 2003. The
          Company believes that the adoption of this statement will not have a
          significant impact on the results of operations or financial position
          of the Company.

          In August 2001, the Financial Accounting Standards Board issued SFAS
          No. 144, "Accounting for the Impairment or Disposal of Long-Lived
          Assets". SFAS No. 144, which is effective for fiscal years beginning
          after December 15, 2001 and for interim periods within those fiscal
          years, requires testing for recoverability of long-lived assets
          whenever events or circumstances indicate that the carrying value may
          not be recoverable. An impairment loss shall be recognized when the
          carrying value of a long-lived asset exceeds its fair value. The
          Company does not believe that the adoption of SFAS No. 144 will have a
          material effect on the consolidated financial statements.

          In June 2001, the Financial Accounting Standards Board issued SFAS No.
          143, "Accounting for Asset Retirement Obligations". The Statement
          addresses accounting for and reporting obligations relating to the
          retirement of long lived assets by requiring that the fair value of a
          liability for an asset retirement obligation be recognized in the
          period in which it is incurred if a reasonable estimate of fair value
          can be made. The Statement will be effective for financial statements
          issued for fiscal years beginning after June 15, 2002. The Company
          does not believe that the adoption of SFAS No. 143 will have a
          material effect on the consolidated financial statements.

          Also in June 2001, the Financial Accounting Standards Board issued
          SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142
          requires companies to account for goodwill and other intangibles in
          the following manner. Intangible assets which are acquired shall be
          recognized and measured based on fair value. Recognized intangible
          assets are to be amortized over their useful life. Goodwill and
          intangible assets determined to have an indefinite life are not
          amortized. Intangible assets that are not amortized and goodwill shall
          be tested for impairment annually. The provisions of SFAS No. 142 are
          to be applied in fiscal years beginning after December 15, 2001.
          Retroactive application is not permitted. The Company does not believe
          that the adoption of SFAS No. 142 will have a material effect on the
          consolidated financial statements.

          In June 2001, the Financial Accounting Standards Board issued SFAS No.
          141, "Business Combinations". SFAS No. 141 addresses financial
          accounting and reporting for business combinations. All business
          combinations are to be accounted for using one method- the purchase
          method. SFAS No. 141 is effective for all business combinations
          initiated after June 30, 2001. SFAS No. 141 did not have a material
          effect on the Company's consolidated financial statements.

                                      F-10

<PAGE>


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Recently Issued Accounting Pronouncements (Continued)

          In December 1999, the Securities and Exchange Commission issued Staff
          Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
          Statements". SAB 101 provides guidance for revenue recognition under
          certain circumstances, and became effective during fiscal year 2001.
          SAB 101 did not have a material effect on the Company's consolidated
          results of operations, financial position and cash flows.

          In June 1998, the Financial Accounting Standards Board issued SFAS No.
          133, "Accounting for Derivative Instruments and Hedging Activities".
          SFAS No. 133 requires companies to recognize all derivatives contracts
          as either assets or liabilities in the balance sheet and to measure
          them at fair value. If certain conditions are met, a derivative may be
          specifically designated as a hedge, the objective of which is to match
          the timing of the gain or loss recognition on the hedging derivative
          with the recognition of (i) the changes in the fair value of the
          hedged asset or liability that are attributable to the hedged risk or
          (ii) the earnings effect of the hedged forecasted transaction. For a
          derivative not designated as a hedging instrument, the gain or loss is
          recognized in income in the period of change. On June 30, 1999, the
          FASB issued SFAS No. 137, "Accounting for Derivative Instruments and
          Hedging Activities - Deferral of the Effective Date of FASB Statement
          No. 133." SFAS No. 133 as amended by SFAS No. 137 is effective for all
          fiscal quarters of fiscal years beginning after June 15, 2000. In June
          2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
          Instruments and Certain Hedging Activities." SFAS No. 133 as amended
          by SFAS No. 137 and 138 is effective for all fiscal quarters of fiscal
          years beginning after June 15, 2000. The adoption of SFAS No. 133 in
          fiscal year 2001 did not have a material effect on the Company's
          consolidated financial statements.

     Derivative Financial Instruments and Hedging Activities

          The Company holds a derivative financial instrument for the purpose of
          hedging the risk of certain identifiable and anticipated transactions.
          In general, the type of risk hedged is that relating to the
          variability of future earnings and cash flows caused by movements in
          interest rates. In hedging the transaction, the Company, in the normal
          course of business, holds an interest rate swap, which hedges the fair
          value of fixed-rate debt and cash flows of variable-rate financial
          assets.

          Derivatives are held only for the purpose of hedging such risks, not
          for speculation. Generally, the Company entered into the hedging
          relationship such that changes in the fair values or cash flows of
          items and transactions being hedged are expected to be offset by
          corresponding changes in the value of the derivative. At September 28,
          2002, a hedging relationship existed for the mortgage obligation
          described in Note 9.

                                      F-11

<PAGE>


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Income Taxes

          The Company accounts for its income taxes using SFAS No. 109,
          "Accounting for Income Taxes", which requires the recognition of
          deferred tax liabilities and assets for expected future tax
          consequences of events that have been included in the financial
          statements or tax returns. Under this method, deferred tax liabilities
          and assets are determined based on the difference between the
          financial statement and tax bases of assets and liabilities using
          enacted tax rates in effect for the year in which the differences are
          expected to reverse.

     Stock-Based Compensation

          Statement of Financial Accounting Standards No. 123, "Accounting for
          Stock-Based Compensation" ("SFAS No. 123"), encourages, but does not
          require companies to record stock-based compensation plans using a
          fair value based method. The Company has chosen to continue to account
          for stock-based compensation using the intrinsic value based method
          prescribed in Accounting Principles Board Opinion No. 25, "Accounting
          for Stock Issued to Employees." Accordingly, compensation cost for
          stock options is measured as the excess, if any, of the quoted market
          price of the Company's common stock at the date of the grant over the
          amount an employee must pay to acquire the stock.

     Long-Lived Assets

          The Company continually evaluates whether events and circumstances
          have occurred that may warrant revision of the estimated life of its
          intangible and other long-lived assets or whether the remaining
          balance of its intangible and other long-lived assets should be
          evaluated for possible impairment. If and when such factors, events or
          circumstances indicate that intangible or other long-lived assets
          should be evaluated for possible impairment, the Company will
          determine the fair value of the asset by making an estimate of
          expected future cash flows over the remaining lives of the respective
          assets and compare that fair value with the carrying value of the
          assets in measuring their recoverability. In determining the expected
          future cash flows, the assets will be grouped at the lowest level for
          which there are cash flows, at the individual store level.

     Reclassifications

          Certain amounts in the 2001 and 2000 financial statements have been
          reclassified to conform with the 2002 financial statements.

                                      F-12


<PAGE>


NOTE 2.  CHANGE IN ACCOUNTING METHOD

          During September 2002, the Company changed its method of accounting
          for package store inventory from first in, first out (FIFO) to average
          cost. Management believes that the average cost method better captures
          and allocates inventory costs relating to volume discounts and free
          product received by the Company. The change resulted in a decrease in
          inventory value of approximately $160,000, which decreased net income
          by $106,000 and basic earnings per share by $.05. It was not possible
          to calculate the cumulative effect of the change in accounting method
          on prior years. The Company implemented a new system for recording and
          tracking inventory at the end of the current fiscal year. The previous
          system was not able to reprice inventories as of previous year ends
          utilizing the average cost method. Accordingly, proforma results for
          prior years under the average cost method are not presented.
<TABLE>
<CAPTION>


NOTE 3.  NOTES AND MORTGAGES RECEIVABLES

         Receivables, net of allowances for uncollectible amounts, consist of
         the following at September 28, 2002 and September 29, 2001:
                                                                                     2002         2001
                                                                                     ----         ----
<S>                                                                                <C>          <C>
         Notes and mortgages receivable from unrelated parties, bearing interest
            at rates ranging from 10.5% to 15% and due in varying
            installments through 2013                                              $108,000     $121,000

         Notes and mortgages receivable from related parties, bearing interest
            at rates ranging from 10% to 14% and due in varying installments
            through 2007                                                            144,000      150,000
                                                                                    -------      -------
                                                                                    252,000      271,000
         Amount representing current portion                                         85,000      129,000
                                                                                   --------      -------
                                                                                   $167,000     $142,000
                                                                                    =======      =======
</TABLE>


          The majority of the notes and mortgages receivable represent amounts
          owed to the Company for store operations which were sold. Unless a
          significant amount of cash is received on the sale, a pro rata portion
          of the gain is deferred and recognized only as payments on the notes
          and mortgages are received by the Company. Any losses on sales of
          stores are recognized currently. Approximately $5,000, $4,000, and
          $4,000 of deferred gains were recognized on collections of such notes
          receivable during the fiscal years ended September 28, 2002, September
          29, 2001, and September 30, 2000, respectively.

          Future scheduled payments on the receivables at September 28, 2002
          consist of the following:

          2003                                                        $  85,000
          2004                                                           18,000
          2005                                                           20,000
          2006                                                           13,000
          2007                                                           71,000
          2008                                                                -
          Thereafter                                                     45,000
                                                                       ---------
                                                                       $252,000
                                                                       =========

                                      F-13

<PAGE>

<TABLE>
<CAPTION>

NOTE 4.  PROPERTY AND EQUIPMENT
                                                              September 28,    September 29,
                                                                  2002             2001
                                                                  ----             ----

<S>                                                            <C>              <C>
          Furniture and equipment                              $7,733,000       $7,683,000
          Leasehold interests and improvements                  7,244,000        7,194,000
          Land and land improvements                            1,013,000        1,007,000
          Building and improvements                             3,718,000        3,596,000
          Vehicles                                                203,000          186,000
                                                             ------------      -----------
                                                               19,911,000       19,666,000
          Less accumulated depreciation and amortization        9,397,000        9,096,000
                                                              -----------      -----------
                                                              $10,514,000      $10,570,000
                                                             ============      ===========
</TABLE>


NOTE 5.  INVESTMENTS IN JOINT VENTURES

          Subsequent to September 28, 2002, the Company determined that all but
          one joint venture discussed below should be consolidated by virtue of
          control as evidenced by general partnership interests held by the
          Company. As a result, the Company has restated the accompanying
          consolidated financial statements to reflect the joint ventures in
          which they have a general partnership interest on a consolidated basis
          rather than utilizing the equity method as previously filed. This
          restatement resulted in no change to net income or the related
          earnings per share information or to stockholders' equity.

          Miami, Florida

          The Company operated a restaurant in Miami, Florida under the
          "Flanigan's Seafood Bar and Grill" servicemark pursuant to a joint
          venture agreement. The Company is the general partner and had a fifty
          percent limited partnership interest. The Company closed the
          restaurant in the second quarter of 2002. See Eminent Domain Action in
          Note 10. The partnership received $700,000 in the eminent domain
          action and recognized a gain on disposal of approximately $459,000,
          which is included in other income in the accompanying consolidated
          statement of income. The unrelated joint venture partner received
          $350,000 in full settlement of their interest and the Company controls
          100% of the partnership as of September 28, 2002. The partnership
          plans to locate an appropriate site for another restaurant which the
          Company will operate. This entity is consolidated in the accompanying
          financial statements.

          Fort Lauderdale, Florida

          The Company has a franchise agreement with a unit in Fort Lauderdale.
          The Company is a twenty-five percent limited partner in the franchise.
          Other related parties, including, but not limited to, officers and
          directors of the Company and their families are also investors. This
          entity is reported using the equity method in the accompanying
          financial statements.

                                      F-14

<PAGE>


NOTE 5.  INVESTMENTS IN JOINT VENTURES (Continued)

     Surfside, Florida

          The Company has an investment in a limited partnership, which
          purchased the assets of a restaurant in Surfside, Florida and
          renovated it for operation under the "Flanigan's Seafood Bar and
          Grill" servicemark.

          The Company acts as general partner of the limited partnership and is
          also a forty-two percent limited partner. Other related parties,
          including, but not limited to, officers and directors of the Company
          and their families are also investors. This entity is consolidated in
          the accompanying financial statements.

     Kendall, Florida

          During 1999, the Company made an investment in a limited partnership,
          which constructed and now operates a restaurant under the "Flanigan's
          Seafood Bar and Grill" servicemark in Kendall, Florida. Construction
          began in late 1999 and the restaurant opened in April 2000. The
          Company is the general partner and has a forty percent limited
          partnership interest. This entity is consolidated in the accompanying
          financial statements.

     West Miami, Florida

          During 2001, the Company made an investment in a limited partnership,
          which purchased, renovated and now operates a restaurant under the
          "Flanigan's Seafood Bar and Grill" servicemark in West Miami, Florida.
          The restaurant opened for business in October 2001. The Company is the
          general partner and has a twenty-five percent limited partnership
          interest. Other related parties, including, but not limited to,
          officers and directors of the Company and their families are also
          investors. This entity is consolidated in the accompanying financial
          statements.

     Weston, Florida

          During 2002, the Company made an investment in a limited partnership,
          which has acquired and is currently renovating a restaurant under the
          "Flanigan's Seafood Bar and Grill" servicemark in Weston, Florida. The
          restaurant is expected to open for business by December 31, 2002. The
          Company is the general partner and has a twenty-five percent limited
          partnership interest as of September 28, 2002. During the fourth
          calendar quarter of 2002, the Company invested $47,850 for an
          additional 3% interest, bringing the total ownership percentage to
          28%. Other related parties, including, but not limited to, officers
          and directors of the Company and their families are also investors.
          Prior to the formation of the limited partnership and beginning of
          renovations, the Company operated a restaurant on this site for the
          months October 2001 through July 2002. See Note 10. This entity is
          consolidated in the accompanying financial statements.

                                      F-15

<PAGE>


NOTE 5.  INVESTMENTS IN JOINT VENTURES (Continued)

     Summary

         The five joint ventures, other than Fort Lauderdale,  are consolidated
         in the  accompanying  financial  statements  due  to  the  controlling
         interest  of the  general  partner.  The  following  is a  summary  of
         condensed unaudited financial information  pertaining to the Company's
         joint venture investment in Fort Lauderdale, Florida:


                                             2002           2001        2000
                                             ----           ----        ----
          Financial Position:
            Current assets                $   59,000    $   47,000  $   56,000
            Non-current assets               545,000       633,000     594,000
            Current liabilities               57,000       126,000     117,000
            Non-current liabilities          106,000       112,000     117,000

          Operating Results:
            Revenues                       2,066,000     2,122,000       2,077
            Gross profit                   1,291,000     1,349,000   1,310,000
            Net income                       107,000       105,000     163,000


NOTE 6.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES
                                              September 28,     September 29,
                                                   2002             2001
                                                   ----             ----

          Accounts payable                    $1,020,000         $937,000
          Lease security deposit                 200,000          200,000
          Salaries and wages                     214,000          307,000
          Property taxes                         197,000          148,000
          Deferred revenue, joint venture         94,000                -
          Potential uninsured claims              48,000           91,000
          Other                                  132,000          104,000
                                              -----------       ----------
                                               $1,905,000       $1,787,000
                                              ===========       ==========

NOTE 7.  DAMAGES PAYABLE ON TERMINATED OR REJECTED LEASES

          On November 4, 1985, Flanigan's  Enterprises,  Inc., not including any
          of its subsidiaries,  filed a voluntary  petition in the United States
          Bankruptcy  Court for the  Southern  District  of  Florida  seeking to
          reorganize under Chapter 11 of the Federal Bankruptcy Code. Flanigan's
          was  authorized to continue the management and control of its business
          and property as debtor-in-possession under the Bankruptcy Code. On May
          5, 1987,  Flanigan's Plan of Reorganization,  as amended and modified,
          was  confirmed  by  the  Bankruptcy   Court.  On  December  28,  1987,
          Flanigan's was officially discharged from bankruptcy.

                                      F-16

<PAGE>


NOTE 7.  DAMAGES PAYABLE ON TERMINATED OR REJECTED LEASES (Continued)

          In fiscal 1986 in connection with the bankruptcy petition, Flanigan's
          recorded estimated damages of $4,278,000 for claims for losses as a
          result of rejected leases. Because the damage payments were to be made
          over nine years, the total amount due was discounted at a rate of
          9.25%, Flanigan's then effective borrowing rate. Flanigan's
          renegotiated the payment of this obligation to extend into fiscal 2002
          which effectively reduced the discount rate to 3.71%. Remaining
          liabilities for damage payments are included as "Damages Payable on
          Terminated or Rejected Leases" in the accompanying consolidated
          balance sheet. Based on the borrowing rate currently available to the
          Company for bank loans with similar terms and average maturities, the
          fair value of damages payable on terminated and rejected leases was
          approximately $117,000 at September 29, 2001. All damages payable on
          terminated and rejected leases were satisfied in full in fiscal year
          ending 2002.


NOTE 8.  INCOME TAXES

          The components of the Company's  provision (benefit) for income taxes,
          for the fiscal years ended 2002, 2001 and 2000 are as follows:

                            2002          2001           2000
                            ----          ----           ----
          Current:
             Federal      $383,000      $366,000       $284,000
             State         136,000       117,000         89,000
                         ---------      --------       --------
                           519,000       483,000        373,000
                         ---------      --------       --------
          Deferred:
             Federal       161,000         6,000        (31,000)
             State           8,000             -         (1,000)
                         ---------      --------       --------
                           169,000         6,000        (32,000)
                         ---------      --------       --------
                          $688,000      $489,000       $341,000
                         =========      ========       ========



<TABLE>
<CAPTION>

          A reconciliation of income tax computed at the statutory federal rate

          to income tax expense (benefit) is as follows:
                                                              2002          2001          2000
                                                              ----          ----          ----

<S>                                                         <C>           <C>           <C>
          Tax provision at the statutory rate of 34%        $704,000      $686,000      $580,000
          State income taxes, net of federal income tax       62,000        61,000        51,000
          Deferred income taxes                              169,000         6,000       (32,000)
          Net operating loss utilization                           -             -       (41,000)
          Tip credit utilization                            (261,000)     (256,000)     (199,000)
          Other                                               14,000        (8,000)      (18,000)
                                                            --------      --------      --------
                                                            $688,000      $489,000      $341,000
                                                            ========      ========      ========
</TABLE>


         At September 28, 2002, the Company has available tip credit
         carryforwards of approximately $149,000, which expire through 2015, and
         alternative minimum tax credit carryforwards of approximately $74,000,
         which do not expire.

                                      F-17

<PAGE>


NOTE 8.  INCOME TAXES (Continued)

         In addition to tax credit carryforwards, the Company had deferred tax
         assets which arise primarily due to depreciation recorded at different
         rates for tax and book purposes, investment in joint ventures
         accounting differences for book and tax purposes, capital leases
         reported as operating leases for tax purposes, and accruals for
         potential uninsured claims recorded for financial reporting purposes
         but not recognized for tax purposes.

<TABLE>
<CAPTION>


          The components of the deferred tax assets were as follows at September
          28, 2002 and September 29, 2001:

                                                                   2002            2001
                                                                   ----            ----

           Current:
<S>                                                             <C>              <C>
              Tip credit carryforward                           $ 149,000        $213,000
              Alternative minimum tax credit                       74,000          74,000
              Accruals for potential uninsured claims              16,000          31,000
                                                                ---------       ---------
                                                                $ 239,000        $318,000
                                                                =========       =========
           Long-Term:
              Book/tax differences in property and equipment    $ 201,000        $327,000
              Joint venture investments                            47,000          11,000
                                                                ---------       ---------
                                                                $ 248,000        $338,000
                                                                =========       =========
</TABLE>

<TABLE>
<CAPTION>


NOTE 9.  LONG-TERM DEBT
                                                                                      September 28,    September 29,
                                                                                           2002            2001
                                                                                           ----            ----
<S>                                                                                       <C>             <C>
         Mortgage payable to bank; secured by first mortgage on a building;
         payable $1,594 per month, plus interest through maturity in August,
         2008, at which time the unpaid principal of approximately $736,000 plus
         unpaid interest becomes due. The Company has entered into an interest
         rate swap agreement for a notional amount of approximately $895,000.
         The interest rate swap agreement hedges the interest rate risk of the
         mortgage payable to a fixed rate of 8.62%.                                       $876,000        $893,000


         Note payable to bank, unsecured, bearing interest at prime (4.75% at
         September 28, 2002); payable in monthly installments of principal and
         interest, maturing in July, 2004.                                                 418,000               -

         Mortgage payable, secured by land, bearing interest at 8%; payable in
         monthly installments of principal and interest, maturing in April 2013.           314,000         325,000


         Note payable to bank, secured by general assets of the Company; bearing
         interest at 6% payable in monthly installments. This note was paid off
         during the year ended September 28, 2002 with the proceeds from a new
         note.                                                                                  -         680,000

</TABLE>

                                      F-18

<PAGE>

<TABLE>
<CAPTION>

NOTE 9.  LONG-TERM DEBT (Continued)
                                                                                      September 28,    September 29,
                                                                                           2002            2001
                                                                                           ----            ----
<S>                                                                                    <C>             <C>

         Notes payable to various employees, related and unrelated parties,
         secured by various company assets, bearing interest at 12%, payable in
         monthly installments of principal and interest, maturing in July 2002.                --          79,000


         Note payable, secured by chattel mortgage on tangible property, bearing
         interest at 8%, payable monthly in installments of principal and
         interest, maturing in July 2007.                                                 295,000         342,000

         Other                                                                             35,000              --
                                                                                       ----------      ----------
                                                                                        1,938,000       2,319,000
         Less current portion                                                             345,000         309,000
                                                                                       ----------      ----------
                                                                                       $1,593,000      $2,010,000
                                                                                       ==========      ==========

         Long-term debt at September 28, 2002 matures as follows:

         2003                                                                                          $  345,000
         2004                                                                                             269,000
         2005                                                                                              95,000
         2006                                                                                             103,000
         2007                                                                                             107,000
         Thereafter                                                                                     1,019,000
                                                                                                       ----------
                                                                                                       $1,938,000
                                                                                                       ==========
</TABLE>


NOTE 10. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

     Legal Matters

          The Company is a party to various claims, legal actions and complaints
          arising in the  ordinary  course of its  business.  In the  opinion of
          management, all such matters are without merit or involve such amounts
          that an  unfavorable  disposition  would not have a  material  adverse
          effect on the  financial  position  or  results of  operations  of the
          Company.

          During  fiscal  year  2000,   the  Company  was  served  with  several
          complaints  alleging violations of the Americans with Disabilities Act
          ("ADA")  at  all of its  locations.  As of  September  28,  2002,  all
          complaints have been settled.

                                      F-19

<PAGE>


NOTE 10. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

     Leases

          The Company leases a substantial portion of the land and building used
          in its  operations  under leases with initial terms  expiring  between
          2003 and 2049.  Renewal  options are  available on many of the leases.
          Most of the  leases  are fixed rent  agreements.  In three  instances,
          lease rentals are subject to sales  overrides  ranging from 1.75% - 4%
          of annual sales in excess of between  $1,162,000 and $1,200,000.  Rent
          expense is  recognized  on a straight  line basis over the term of the
          lease.  Certain  of the  leases  are  subject  to fair  market  rental
          appraisals at the time of renewal.  Certain  properties  are subleased
          through various expiration dates.

          On July 29, 2001, the Company,  on behalf of a limited partnership not
          formed at the time,  entered into a sublease  agreement on an existing
          restaurant   to  renovate  and  operate  the   restaurant   under  the
          "Flanigan's  Seafood  Bar  and  Grill"  servicemark.  The  term is for
          fifteen years with the option to extend for three  additional  periods
          of five years each.  The  sublease  provides  for minimum  annual rent
          payments plus additional rent from operational  profits.  In September
          2002,  the  limited   partnership   was  formed  and  the  rights  and
          obligations  under the sublease  agreement now reside with the limited
          partnership. See Note 5.

          During the fourth  quarter of fiscal year 2001,  the  Company  entered
          into a ground  lease for an out  parcel  in  Hollywood,  Florida.  The
          Company  plans to  construct a building  on the out  parcel,  one-half
          (1/2) of which  will be used by the  Company  for the  operation  of a
          package liquor store and the other one-half (1/2) will be subleased by
          the Company as retail  space.  The Company  filed its  building  plans
          during the fourth quarter of fiscal year 2002 and expects the building
          to be complete  and the package  liquor store open for business by the
          end of fiscal  year  2003.  The  estimated  construction  cost of this
          building has not yet been determined.

          Future minimum lease payments under  non-cancelable  operating  leases
          are as follows:


              2003                                                  $ 1,553,000
              2004                                                    1,513,000
              2005                                                    1,318,000
              2006                                                      941,000
              2007                                                      767,000
              Thereafter                                              5,505,000
                                                                    ------------
                 Total                                              $11,597,000
                                                                    ============

          Total rent expense for all operating  leases was $1,243,000,  $975,000
          and $860,000 in 2002, 2001 and 2000  respectively,  and is included in
          "Occupancy  costs"  in the  accompanying  consolidated  statements  of
          income. This total rent expense is comprised of the following:

                                  2002               2001               2000
                                  ----               ----               ----

              Minimum         $1,099,885           $831,611           $721,242
              Contingent         143,115            143,389            138,758
                              ----------           --------           ----------
              Total           $1,243,000           $975,000           $860,000
                              ==========           ========           ==========

                                      F-20



<PAGE>


NOTE 10. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

     Leases (Continued)

          The  Company  guarantees  various  leases for  franchisees.  Remaining
          rental  payments  required  under  these  leases  total  approximately
          $7,265,000.

     Franchise Programs

          At  September  28,  2002,  the  Company  operated  twelve  units under
          franchise  agreements,  six of  which  the  Company  has an  ownership
          interest in pursuant to joint venture agreements. Of the remaining six
          franchised  stores,  four are owned and  operated by related  parties.
          Under  the  franchise  agreements,   the  Company  agrees  to  provide
          guidance,  advice and  management  assistance to the  franchisees.  In
          addition, the Company acts as fiscal agent for the franchisees whereby
          the  Company   collects   all  revenues  and  pays  all  expenses  and
          distributions.  The Company also, from time to time, advances funds on
          behalf of the franchisees  for the cost of renovations.  The resulting
          amounts receivable from and payable to these franchisees are reflected
          in the accompanying consolidated balance sheet as either an asset or a
          liability,  except for those joint  ventures  which are  consolidated;
          those  amounts are  appropriately  eliminated  in  consolidation.  The
          Company also agrees to sponsor and manage cooperative buying groups on
          behalf of the franchisees for the purchase of inventory. The franchise
          agreements  provide  for fees to the  Company of  approximately  3% of
          gross sales.  The Company is not  currently  offering or accepting new
          franchises  other than those with joint  ventures in which the Company
          has an ownership interest.

     Employment Agreements

             Chief Executive Officer

          The Company has entered into an  employment  agreement  with the Chief
          Executive  Officer,  which is  renewable  annually on December 31. The
          agreement  provides,  among other things, for a base annual salary not
          to exceed $150,000 and a performance bonus equal to fifteen percent of
          pre-tax net income in excess of  $650,000.  In fiscal  year 2002,  the
          agreement  was amended to  increase  the  performance  bonus to 20% of
          pre-tax  net  income  in  excess  of  $650,000,  10% of which is to be
          allocated  to other  members of  management.  Bonuses for fiscal years
          2002, 2001 and 2000 amounted to approximately  $363,000,  $228,000 and
          $150,000,  respectively.  In addition,  the agreement  provided for an
          option  to  purchase  4.99%  of the  outstanding  common  stock of the
          Company  (but not less than 90,700  shares) at $3.25 per share,  which
          option  expired  January 8,  2002.  All of the  remaining  unexercised
          options, which represented the right to purchase 72,395 common shares,
          were  exercised  in  December  2001  in  exchange  for   approximately
          $235,000.

                                      F-21

<PAGE>


NOTE 10. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)

     Management Agreement

             The Company receives an owner's fee pursuant to a management
             agreement with a company which operates a club in Atlanta, Georgia,
             owned by the Company. The management agreement, which was executed
             in fiscal 1992, contained one five-year renewal option, which the
             management company exercised in fiscal 2001. The exercise provided
             for an additional security deposit of $200,000 to be paid by the
             management company. The Company receives the greater of $150,000 or
             10% of gross sales annually, paid monthly.

     Eminent Domain Action

             During fiscal year 2000, the Company received official notification
             from the State of Florida, Department of Transportation ("DOT")
             that the DOT was exercising its right of eminent domain to "take"
             the hotel property upon which a restaurant, operated by the Company
             as general partner of a limited partnership, was located. The DOT
             took title to the hotel property during the second quarter of
             fiscal year 2002 and the restaurant was forced to close. As a
             result of the eminent domain proceedings, the limited partnership
             received $700,000. See Note 5.


NOTE 11. COMMON STOCK

     Treasury Stock

       Purchase of Common Shares

          During 2002,  2001 and 2000, the Company  purchased a total of 68,803,
          4,000 and 105,971  shares of Company  common  stock at a total cost of
          approximately  $423,000,  $18,000,  and  $492,000  under a  repurchase
          program authorized by the Board of Directors.

       Sale of Common Shares

          During 2002,  2001, and 2000, the Company sold an aggregate of 72,795,
          70,000,  and 12,000 shares of common stock pursuant to the exercise of
          options  to  certain  employee/officers  for a total of  approximately
          $237,000,  $131,000 and  $19,000,  respectively.  During  2001,  these
          employee/officers  purchased their shares,  in part, by means of notes
          of approximately $122,000,  which were non-interest bearing and due on
          demand. The notes were fully repaid during August 2002.

       Key Employee Incentive Stock Option Plan

          In  December  1993,  the Board of  Directors  approved a Key  Employee
          Incentive  Stock  Option  Plan,  which  reserved  and  authorized  the
          issuance of 100,000  shares of the Company's  common stock to eligible
          employees.  At the Company's  1994 annual  meeting,  the  stockholders
          approved this plan. The stock options vest over a period of one year.

                                      F-22

<PAGE>


NOTE 11. COMMON STOCK (Continued)

       Key Employee Incentive Stock Option Plan (Continued)

          Options for all of the shares of common  stock that were  reserved for
          issuance to the Key  Employee  Incentive  Stock  Option Plan have been
          issued.

       Stock Options

          In April 2002, the Company  granted  options to purchase 25,500 shares
          of Company  common  stock to certain  employees.  The options vest one
          year from the grant date, have a five-year life, and an exercise price
          of $6.10 per share, the then market price of the common stock.

          In April 2001, the Company  granted  options to purchase 57,800 shares
          of Company  common  stock to certain  employees.  The options vest one
          year from the grant date, have a five-year life, and an exercise price
          of $4.16 per share,  the then  market  price of the common  stock.  At
          September 28, 2002, 47,750 shares remain outstanding and exercisable.

          The  Company  applies  APB  No.  25  and  related  interpretations  in
          accounting for its stock-based  compensation  plans.  Accordingly,  no
          compensation  cost has been recognized in connection with the granting
          of these stock options.

          Had  compensation  cost for the options been  determined  based on the
          fair value at the grant date  consistent  with SFAS 123, the Company's
          net income would have been as follows:

<TABLE>
<CAPTION>


                                         2002               2001               2000
                                         ----               ----               ----
              Net income:
<S>                                   <C>                <C>               <C>
                 As Reported          $1,383,000         $1,529,000        $1,364,000
                 Pro Forma            $1,268,000         $1,450,000        $1,308,000

              Earnings Per Share:
                 Basic:
                    As Reported            $.71               $.80               $.73
                    Pro Forma              $.65               $.76               $.70
                 Diluted:
                    As Reported            $.70               $.80               $.71
                    Pro Forma              $.64               $.75               $.68
</TABLE>


          The Company used the Black-Scholes  option-pricing  model to determine
          the fair value of grants made in 2002 and 2001. No grants were made in
          2000. The following  assumptions  were applied in determining  the pro
          forma compensation cost:


                                                     2002            2001
                                                     ----            ----

              Risk Free Interest Rate                 4.0%            6.0%
              Expected Dividend Yield                   -              -
              Expected Option Life                   5 years        5 years
              Expected Stock Price Volatility          75%            75%

                                      F-23



<PAGE>


NOTE 11. COMMON STOCK (Continued)

         Stock Options (Continued)

     Changes in  outstanding  incentive  stock  options for common  stock are as
     follows:

                                                 2002         2001       2000
                                                 ----         ----       ----

           Outstanding at beginning of year     207,595      233,045    276,295
           Options granted                       25,500       57,800          -
           Options exercised                    (72,795)     (70,000)   (12,000)
           Options expired                      (31,400)     (13,250)   (31,250)
                                                -------      -------    --------
           Outstanding at end of year           128,900      207,595    233,045
                                                -------      -------    -------
           Exercisable at end of year           103,400      149,795    233,045
                                                =======      =======    =======

     Weighted  average option  exercise price  information for fiscal years 2002
     and 2001 is as follows:

                                                     2002        2001      2000
                                                     ----        ----      ----

              Outstanding at beginning of year      $3.97       $3.27     $2.50
                                                     ====        ====      ====
              Granted during the year               $6.10       $4.16     $   -
                                                     ====        ====     =====
              Exercised during the year             $3.25       $1.89     $1.63
                                                     ====        ====      ====
              Outstanding at end of year            $4.69       $3.97     $3.27
                                                     ====        ====      ====
              Exercisable at end of year            $4.34       $3.90     $3.27
                                                     ====        ====      ====

             Significant options groups outstanding at September 28, 2002 and
             related weighted average price and life information are as follows:

                  Grant       Options       Options     Exercise      Remaining
                   Date     Outstanding   Exercisable    Price      Life (Years)
                   ----     -----------   -----------    -----      ------------

                  7/3/99        55,650        55,650       4.50        1.5
                  4/2/01        47,750        47,750       4.16        3.5
                 4/20/02        25,500             -       6.10        4.5


NOTE 12. NET INCOME PER COMMON SHARE

         The Company follows SFAS No. 128, "Earnings Per Share." SFAS 128
         provides for the calculation of basic and diluted earnings per share.
         Basic earnings per share includes no dilution and is computed by
         dividing income available to common stockholders by the weighted
         average number of common shares outstanding for the period. Diluted
         earnings per share assume exercising warrants and options granted and
         convertible preferred stock and debt. Earnings per share are computed
         by dividing income available to common stockholders by the basic and
         diluted weighted average number of common shares.

<TABLE>
<CAPTION>

                                                               2002        2001         2000
                                                               ----        ----         ----

<S>                                                           <C>         <C>         <C>
         Basic weighted average shares                        1,961,000   1,903,000   1,856,000
         Incremental shares relating to outstanding options
                                                                 28,000      19,000      75,000
                                                              ---------   ---------   ---------
         Diluted weighted average shares                      1,989,000   1,922,000   1,931,000
                                                              =========   =========   =========

</TABLE>

                                      F-24


<PAGE>


NOTE 13. RELATED PARTY TRANSACTIONS

          The Company's  Chairman and a relative  formed a corporation to manage
          one of the Company's franchised stores.

          During fiscal 2002, 2001 and 2000, respectively,  the Company incurred
          legal fees in the form of salary of approximately  $151,000,  $129,000
          and  $116,000  for  services  provided  by a  member  of the  Board of
          Directors.

          Also see Notes 3, 5, 6, 9, 10,  and 11 for  additional  related  party
          transactions.


NOTE 14. BUSINESS SEGMENTS

          The Company  operates  principally  in two  segments - retail  package
          stores and  restaurants.  The operation of package stores  consists of
          retail liquor sales.

          Information concerning the revenues and operating income for the years
          ended  September 28, 2002,  September 29, 2001 September 30, 2000, and
          identifiable  assets  for  the  two  segments  in  which  the  Company
          operates,  are shown in the following table. Operating income is total
          revenue less cost of merchandise sold and operating  expenses relative
          to each segment.  In computing operating income, none of the following
          items have been included: interest expense, other non-operating income
          and expense and income taxes. Identifiable assets by segment are those
          assets  that are used in the  Company's  operations  in each  segment.
          Corporate   assets  are  principally  cash  and  notes  and  mortgages
          receivable.  The Company does not have any  operations  outside of the
          United States and intersegment transactions are not material.
<TABLE>
<CAPTION>


                                                                        2002             2001             2000
                                                                        ----             ----             ----
         Operating Revenues:
<S>                                                                <C>               <C>              <C>
            Restaurants                                            $29,943,000       $25,782,000      $22,472,000
            Retail package stores                                    9,174,000         8,907,000        8,870,000
            Other revenues                                           1,542,000         1,480,000        1,298,000
                                                                   -----------       -----------      -----------
               Total operating revenues                            $40,659,000       $36,169,000      $32,640,000
                                                                    ==========        ==========       ==========

         Income From  Operations  Reconciled  to Income  before
         Income Taxes:
               Restaurants                                          $2,765,000        $2,525,000       $2,197,000
               Retail package stores                                   304,000           368,000          308,000
                                                                    ----------        ----------       ----------
                                                                     3,069,000         2,893,000        2,505,000
               Corporate expenses, net of other revenues              (339,000)         (310,000)        (289,000)
                                                                    ----------        ----------       ----------
            Operating Income                                         2,730,000         2,583,000        2,216,000
            Equity in the net income of joint ventures                  27,000            26,000           44,000
            Minority interest in earnings of consolidated
               joint ventures                                       (1,130,000)         (598,000)        (484,000)
            Interest expense, net of interest income                  (115,000)         (153,000)        (153,000)
            Other                                                      559,000           160,000           82,000
                                                                    ----------        ----------       ----------
         Income Before Income Taxes                                 $2,071,000        $2,018,000       $1,705,000
                                                                     =========         =========        =========

</TABLE>


                                      F-25

<PAGE>


<TABLE>
<CAPTION>


NOTE 14. BUSINESS SEGMENTS (Continued)

                                                        2002             2001           2000
                                                        ----             ----           ----
         Identifiable Assets:
<S>                                                <C>               <C>           <C>
            Restaurants                            $10,662,000       $10,536,000   $  8,139,000
            Retail package store                     2,085,000         1,943,000      2,066,000
                                                   -----------       -----------   ------------
                                                    12,747,000        12,479,000     10,205,000
            Corporate                                7,164,000         7,187,000      7,398,000
                                                   -----------       -----------   ------------
         Consolidated Totals                       $19,911,000       $19,666,000   $ 17,603,000
                                                   ===========       ===========   ============

         Capital Expenditures:
            Restaurants                            $   906,000       $ 2,034,000   $  2,223,000
            Retail package stores                       41,000            34,000         67,000
                                                   -----------       -----------   ------------
                                                       947,000         2,068,000      2,290,000
            Corporate                                  269,000           492,000        911,000
                                                   -----------       -----------   ------------
         Total Capital Expenditures                 $1,216,000        $2,560,000   $  3,201,000
                                                   ===========       ===========   ============

         Depreciation and Amortization:
            Restaurants                            $   799,000       $   752,000   $    586,000
            Retail package stores                       77,000            89,000         97,000
                                                   -----------       -----------   ------------
                                                       876,000           841,000        683,000
            Corporate                                  165,000           191,000        146,000
                                                   -----------       -----------   ------------
         Total Depreciation and Amortization        $1,041,000       $ 1,032,000   $    829,000
                                                   ===========       ===========   ============

</TABLE>

NOTE 15. QUARTERLY INFORMATION (UNAUDITED)

         The following is a summary of the Company's unaudited quarterly results
         of operations for the quarters in fiscal years 2002 and 2001.
<TABLE>
<CAPTION>


                                                                           Quarter Ended
                                               ---------------------------------------------------------------------
                                               December 29,     March 30,         June 29,      September 28,
                                                    2001          2002             2002             2002
                                                    ----          ----             ----             ----

<S>                                                  <C>         <C>                 <C>              <C>
         Revenues                                $10,306,000   $11,040,000     $9,830,000       $9,483,000
         Income from operations                      751,000     1,394,000        337,000          248,000
         Net income                                  448,000       623,000        288,000           24,000*
         Net income per share - basic                   0.23          0.32           0.15             0.01
         Net income per share - diluted                 0.23          0.31           0.14             0.01
         Weighted average common
            stock outstanding - basic              1,924,865     1,959,869      1,972,843        1,952,916
         Weighted average common
            stock outstanding - diluted            1,930,748     1,997,433      2,013,120        1,980,589

</TABLE>

                                      F-26

<PAGE>

<TABLE>
<CAPTION>


NOTE 15. QUARTERLY INFORMATION (UNAUDITED) (Continued)

                                                                      Quarter Ended
                                               ----------------------------------------------------------
                                                 December 30,   March 31,      June 30,    September 29,
                                                     2000         2001         2001           2001
                                                    -----         ----         ----           ----

<S>                                                  <C>           <C>           <C>          <C>
         Revenues                                 $8,951,000    $9,875,000    $8,782,000   $8,561,000
         Income from operations                      708,000       901,000       523,000      451,000
         Net income                                  436,000       584,000       222,000      287,000
         Net income per share - basic                   0.23          0.31          0.12          .15
         Net income per share - diluted                 0.23          0.31          0.11          .14
         Weighted average common
            stock outstanding - basic              1,861,314     1,904,500     1,922,478    1,922,478
         Weighted average common
            stock outstanding - diluted            1,875,706     1,914,460     1,939,467    2,050,773





          *    Net income for the  quarter  includes  decreases  relating to the
               change in accounting  method of $160,000,  $106,000 net of income
               taxes, and a deferred tax adjustment of $169,000.

          Quarterly  operating  results are not  necessarily  representative  of
          operations for a full year for various reasons  including the seasonal
          nature of both the restaurant and package store segments.  Each of the
          quarters includes thirteen weeks.


</TABLE>

                                      F-27