TAM RESTAURANTS INC
10QSB, 2000-02-22
EATING PLACES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB
(Mark One)

 X  Quarterly report under Section 13 or 15 (d) of the Securities
- --- Exchange Act of 1934

For the quarterly period ended      DECEMBER 29, 1999
                               -------------------------------------------------

        Transition report under Section 13 or 15 (d) of the Securities
- ------- Exchange Act of 1934

For the transition period from                             to
                               ---------------------------    ------------------

Commission file number    0-23757
                       ----------

                              TAM RESTAURANTS, INC.
                              ---------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)

          DELAWARE                                         13-3905598
          --------                                         ----------
(State or other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                         Identification No.)

                   1163 FOREST AVENUE, STATEN ISLAND, NY 10310
                  ---------------------------------------------
                    (Address of Principal Executive Offices)

                                 (718) 720-5959
                                 --------------
                           (Issuer's Telephone Number)


              ----------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         If Changed Since Last Report)


Check whether the issuer: (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes    X        No
      -----



                      APPLICABLE ONLY TO CORPORATE ISSUERS
         State the number of shares outstanding of each of the issuer's
          classes of common equity, as of the latest practicable date:
           4,503,000 SHARES OF COMMON STOCK AS OF FEBRUARY 22, 2000.

           Transitional Small Business Disclosure Format (check one):
                                    Yes         No X








<PAGE>





                                                                    ()

                     TAM RESTAURANTS, INC. AND SUBSIDIARIES
                         QUARTER ENDED DECEMBER 39 1999
                                   FORM 10-QSB
                                      INDEX


PART I.         FINANCIAL STATEMENTS      PAGE(S)



ITEM 1.         FINANCIAL STATEMENTS

                Condensed Consolidated Balance Sheet                       1
                as of December 29, 1999 (unaudited).

                Condensed Consolidated Statements of Operations
                For the Thirteen weeks ended December 29, 1999 and
                December 30, 1998 (unaudited).                             2

                Condensed Consolidated Statements of Cash flow
                For the Thirteen weeks ended December 29, 1999 and
                December 30, 1998 (unaudited).                             3

                Notes to unaudited Condensed Consolidated
                Financial Statements                                       4

ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATION                         6

PART II.        OTHER INFORMATION

ITEM 2.         CHANGES IN SECURITIES AND USE OF PROCEEDS                10

ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K                         10

                SIGNATURE PAGE                                           11


<PAGE>







                     TAM RESTAURANTS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                     ASSETS

                                                                    DECEMBER 29,
                                                                        1999
                                                                        ----
Current Assets
<S>                                                                 <C>
      Cash                                                          $    47,236
      Accounts receivable (net of allowance for
          doubtful accounts of $15,000)                                 862,714
      Inventory                                                         433,144
       Prepaid and other expenses                                       315,817
                                                                    -----------
      Total Current Assets                                            1,658,881

Property and Equipment-Net                                            5,758,560
Other Assets                                                            569,948
                                                                    -----------
TOTAL ASSETS                                                        $ 7,987,389
                                                                    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
         Current portion of long-term debt                          $   163,068
         Current portion of loans payable, related parties            1,092,377
         Current portion of capitalized lease obligations               130,020
         Accounts payable                                             1,256,855
         Loans Payable Officers                                          29,119
         Contract deposits payable                                      233,379
         Accrued expenses and other                                   1,625,141
                                                                    -----------
Total Current Liabilities                                             4,529,959
                                                                    -----------

Long-term Liabilities
         Deferred rent expense                                          364,157
         Long-term debt - net of current portion                          8,138
         Loans payable-related parties - net of current portion         189,659
         Capitalized lease obligations-net of current portion           165,574
         Barter advances - net of current portion                       185,788
                                                                    -----------
         Total Long-term Liabilities                                    913,316
                                                                    -----------

TOTAL LIABILITIES                                                     5,443,275
                                                                    -----------

Commitments and Contingencies

                              STOCKHOLDERS' EQUITY

Stockholders' Equity
         Preferred stock; $.0001 par value;
               1,000,000 shares authorized,
               144,081 shares issued and outstanding                         14

         Common stock;  $.0001 par value,
               19,000,000 shares authorized;
               3,503,000 shares issued and outstanding                      350
         Additional paid-in capital                                   7,977,623
         Accumulated deficit                                         (5,433,673)
                                                                    -----------

TOTAL STOCKHOLDERS' EQUITY                                            2,544,114
                                                                    -----------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                                              $ 7,987,389
                                                                    ===========

</TABLE>


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




                                       2
<PAGE>







                     TAM RESTAURANTS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                          Thirteen Weeks Ended
                                                    December 30,    December 29,
                                                      1998             1999
                                                      ----             ----

<S>                                                 <C>              <C>
Sales                                               $ 3,954,551      $ 4,646,150
Cost of Sales                                         2,324,826        2,739,746
                                                    -----------      -----------

      Gross Profit                                    1,629,725        1,906,404

Operating and Administrative Expenses                 1,506,103        1,724,382
                                                    -----------      -----------

Income (Loss) from Operations                           123,622          182,022
                                                    -----------      -----------

Other Expense
      Interest expense                                  157,608           57,917
      Barter expense                                     80,469          103,253
                                                    -----------      -----------

           Total Other Expense                          238,077          161,170
                                                    -----------      -----------

      NET INCOME (LOSS)                             $  (114,455)     $    20,852
                                                    ===========      ===========

Net income (loss) per share:
 Basic and Diluted                                  $      (.03)     $       0.0
                                                    ===========      ===========

Weighted average number of
  common shares outstanding - Basic                   3,503,000        3,503,000
                                                    ===========      ===========

Weighted average number of
  common shares outstanding -diluted                  3,503,000        3,647,081
                                                    ===========      ===========

</TABLE>



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





                                       3
<PAGE>






                     TAM RESTAURANTS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                 Thirteen weeks Ended
                                                              DECEMBER 29   DECEMBER 29,
                                                                 1998          1999
                                                              -----------  -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                           <C>          <C>
      Net Income (loss)                                       $(114,455)   $  20,852
      Adjustments to reconcile net loss
      to net cash provided by operating activities:
                Depreciation and amortization expense           287,479      207,035
                Deferred rent expense                              --         11,856
                Amortization of original issue discount          77,085            0
                Deferred income                                  (6,000)           0
      (Increase) decrease in:
                Accounts receivable                             284,640     (131,352)
                Inventory                                       (23,247)    (132,183)
                Prepaid and other expenses                      (88,676)      (6,025)
                Other assets                                     (1,937)
                                                                             (30,884)
      Increase (decrease) in:
                Accounts payable                                274,869     (294,905)
                Contract deposits payable                      (164,102)    (187,687)
                Accrued expenses
                                                               (291,031)     (16,396)
                                                              ---------    ---------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES             234,625     (559,689)
                                                              ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Acquisition of property and equipment                    (149,406)     (64,653)
                                                              ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Dividends paid                                              --        (18,010)
      Net repayments (advances) of officer's loans              (21,283)      93,081
      Loans receivable                                             --          --
                                                              ---------    ---------
      Proceeds from capitalized lease                              --        102,869
      Principal payments on long-term
         and capitalized lease obligations                      (49,423)     (37,300)
      Net (repayments) advances to affiliates and others        (81,539)     448,124
      Deferred stock offering costs                                --
                                                               ---------    ---------


NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES            (152,245)    (588,764)
                                                              ---------    ---------
Net decrease in cash                                            (67,026)     (35,578)
Cash, Beginning of year                                         221,484       82,814
                                                              ---------    ---------

Cash, End of period                                           $ 154,458    $  47,236
                                                              =========    =========

</TABLE>




         The accompanying notes are an integral part of these condensed
                       consolidated financial statements


                                       4
<PAGE>




                     TAM RESTAURANTS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    BASIS OF PRESENTATION
      The accompanying unaudited condensed consolidated financial statements
      have been prepared in accordance with generally accepted accounting
      principles for interim financial information and with the instructions to
      Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not
      include all of the information and footnotes required by generally
      accepted accounting principles for complete financial statements. In the
      opinion of management, all adjustments (consisting of only normal
      recurring accruals) considered necessary for a fair presentation have been
      included. It is suggested that the financial statements be read in
      conjunction with the Company's consolidated audited financial statements
      and footnotes thereto contained in the Company's Form 10-KSB for the
      fiscal year ended September 29, 1999. Operating results for the thirteen
      week period ended December 29, 1999 are not necessarily indicative of the
      results that may be expected for the full fiscal year ended September 27,
      2000.

ACCOUNTING PERIOD
      The Company reports on a 52/53 year.

LONG-TERM DEBT
      In October 1997, the Company obtained $1,000,000 in a secured loan from
      two entities. The loan bears interest at 10% per annum, payable quarterly
      and matures September 30, 1999. On January 11, 2000, the Company and Kayne
      Anderson agreed to provide for a refinancing, thus waiving the effect of
      default, of the existing loans into new long-term loans aggregating an
      equal or larger amount. The loan is guaranteed by a principal stockholder
      of the Company and the guarantee is secured by a pledge of 200,000 shares
      of common stock held by such stockholder.

      Additionally, as partial consideration for the loan, the Company granted
      to the entities warrants to purchase 200,000 shares of common stock at an
      exercise price of $5.00 per share expiring in October 2002. As of December
      29, 1999 the original issue discount was fully amortized. In February 2000
      the Company repaid this loan.

      In October 1997, the Company issued to Mr. Cretella a promissory note in
      the original principal amount of $720,405 which bears interest at the rate
      of 10% per annum. Interest is payable in monthly installments of $6,003,
      with the outstanding principal balance payable in November 2002 upon
      maturity of the note. On December 30, 1998, Mr. Cretella converted the
      $720,405 of indebtedness owed to him by the Company into 144,081 shares of
      Series A Preferred Stock. As further inducement to Mr. Cretella to convert
      the debt to equity the Company also issued to Mr. Cretella 72,040 warrants
      to purchase the Company's Common Stock at $6.00 per share. The Company
      received a fairness opinion with respect to this transaction.



                                       5
<PAGE>





                                                                    ()

INCOME (LOSS) PER SHARE

      For the calculation of the income (loss) per share for the three months
      ended fiscal 1999 and 1998, all of the Company options and warrants are
      excluded for basic and diluted loss per share as they are anti-diluted.
      For the 1999 period net income has been adjusted for the preferred stock
      dividend of 18,010 and the diluted shares include 144,081 of convertible
      preferred shares outstanding.

SUBSEQUENT EVENTS

      In February 2000, the Company, in a private placement, sold 1 million
      shares of common stock at $2.00 per share for net proceeds of $2,000,000.
      Also in February the Company received $2,500,000 in financing. Repayment
      of the principal will be paid out of the free cash of a new Lundy's
      location in Times Square as defined, the financing bears interest at prime
      plus 1%.



<PAGE>







                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


      SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: The statements which are not historical facts contained in the
Management's Discussion and Analysis of Plan of Operation and elsewhere in this
report on Form 10-QSB are forward-looking statements that involve a number of
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, but are not
limited to, the risks related to the opening of new restaurants, including
capital requirements, continued popularity of existing and new restaurants,
seasonality and other risks detailed in the Company's filings with the
Securities and Exchange Commission. The words "believe". "expect", "anticipate",
"intend" and "plan" and similar expressions identify forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date the statement was made.


OVERVIEW

     The Company operates LUNDY BROS. RESTAURANT ("LUNDY'S"), a highvolume,
casual, upscale seafood restaurant located in Brooklyn, New York, THE BOATHOUSE
IN CENTRAL PARK ("THE BOATHOUSE"), a multiuse facility featuring an upscale
restaurant and catering pavilion, located on the lake in New York City's Central
Park, and AMERICAN PARK AT THE BATTERY ("AMERICAN PARK"), a multi-use facility
featuring an upscale restaurant, catering floor, two outside patios and a fast
food kiosk, located at the water's edge in Battery Park, a New York City
landmark.

RESULTS OF OPERATIONS

      Sales for the thirteen weeks ended December 29, 1999 were $4,646,150, an
increase of $691,599 or 17.5%, as compared to $3,954,551 for the thirteen weeks
ended December 30, 1998. The increase in sales for the thirteen week period was
due to primarily to an increase in sales at the AMERICAN PARK and LUNDY'S
locations.

     Cost of sales for the thirteen weeks ended December 29, 1999 were
$2,739,746 or 59.0% of sales as compared to $2,324,826 or 58.8% of sales for the
thirteen weeks ended December 30, 1998. As a percent of sales the cost of sales
remained consistent primarily due to the Company's continued tightening of
purchasing specifications and the implementation of menu changes and labor cost
controls at all of the units.

      As a result of the foregoing, gross profit for the thirteen weeks ended
December 29, 1999 was $1,906,404, an increase of $276,679 or 17.0%, as compared
to $1,629,725 for the thirteen weeks ended December 30, 1998.

     Operating and administrative expenses for the thirteen weeks ended December
29, 1999 were $1,724,382 or 37.1% of sales, as compared to $1,506,103 or 38.1%
of sales, for the thirteen weeks ended December 30, 1998. The decrease in
operating and administrative expenses can be attributable to


                                       6
<PAGE>




     Other expenses for the thirteen weeks ended December 29, 1999 were $161,170
a decrease of $76,907 or 32.3% as compared to $238,077 for the thirteen weeks
ended December 30, 1998. Other expenses for the thirteen weeks ended December
29, 1999 consisted of $103,253 of barter expense as compared to $80,469 during
the same period in fiscal 1998. However, the increase in barter expense was
offset by a decrease in interest expense related to a $77,085 charge for
original issue discount for the Kayne Anderson warrants.

     As a result of the foregoing, the net profit amounted to $20,852 or $.00
per share for the thirteen weeks ended December 29, 1999 as compared to a net
loss of $114,455 or $.14 per share for the thirteen weeks ended December 30,
1998.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's capital requirements have been and will continue to be
significant and its cash requirements have been exceeding its cash flow from
operations (at December 29, 1999, the Company had a working capital deficit of
$2,947,343), due to, among other things, costs associated with development,
opening and startup costs of AMERICAN PARK and PARK VIEW at THE BOATHOUSE and
building a corporate infrastructure sufficient to support the Company's
operations. As a result, the Company has been substantially dependent upon sales
of its equity securities, loans from financial institutions and the Company's
officers, directors and stockholders and bartering transactions with member
dining clubs to finance a portion of its working capital requirements.

     During the thirteen weeks ended December 29, 1999, net cash decreased by
$35,578. Net cash used in operating activities was $559,689. Net cash used in
investing activities was $64,653, relating primarily to the finalization of the
Company's year 2000 preparation. The net increase in cash from financing
activities of $588,764 relates primarily to the collection of advances from
affiliates and proceeds from the financing of a capital lease.

     The Company enters into bartering agreements with member dining clubs
whereby member dining clubs advance cash to the Company in exchange for the
Company's agreement to provide to the clubs' members food and beverages at a
designated Company restaurant. The restaurant must permit the clubs' members to
purchase food and beverages at rates between 160% and 200% of the amount
advanced. Upon entering into the agreement, the Company records its obligation
to provide food and beverages at the amount of the advance it receives. Upon a
guest purchasing food or beverages, the Company records revenue for the amount
of food and beverage purchased by the guest, and the barter discount as a barter
expense.


      In October 1997, Kayne Anderson NonTraditional Investments, L.P. and ARBCO
Associates, L.P., affiliates of Kayne Anderson Investment Management, Inc.
(collectively, "Kayne Anderson"), loaned the Company an aggregate of $1,000,000.
The loans bear interest at the rate of 10% per annum, payable quarterly, and
were originally due May 31, 1999. Upon an event of default under the loans, the
interest rate increases to 15% per annum and the Company would be required to
pay to Kayne Anderson 50% of the operating profits from AMERICAN PARK on a
monthly basis until the loan is fully repaid. The loan is guaranteed by Frank
Cretella, President, Chief Executive Officer, a director and a principal
stockholder of the Company, and the guarantee is secured by a pledge of 200,000
shares of Common Stock owned by Frank Cretella and Jeanne Cretella, Vice
President, a director and principal stockholder of the Company. As partial



                                       7
<PAGE>

consideration for the loans, the Company issued to Kayne Anderson warrants
(the "KA Warrants") to purchase 200,000 shares of Common Stock. The KA Warrants
are exercisable at a price of $5.00 per share (subject to adjustment under
certain circumstances) and are exercisable at any time until October 31, 2002.
The Company incurred a non-cash interest charge of $482,000 representing the
original issue discount relating to the promissory notes issued to Kayne
Anderson. In February 2000 the Company repaid this loan in full.

      In February 1998, the Company consummated an initial public offering ("the
Public Offering") of 1,000,000 shares of Common Stock and 500,000 Warrants for
gross proceeds of $5,050,000. After payment of the underwriters discounts and
commissions and expenses of the Public Offering, net proceeds realized by the
Company were $3,637,249.

In February 2000, the Company, in a private placement, sold 1 million shares of
common stock at $2.00 per share for net proceeds of $2,000,000. Also in February
the Company received $2,500,000 in financing. Repayment of the principal will be
paid out of the free cash of a new Lundy's location in Times Square as defined,
the financing bears interest at prime plus 1%.

      The Company will need to raise additional capital to implement its
expansion plans. Other than the ability to enter into bartering transactions
with member dining clubs, the Company has no current arrangements with respect
to, or potential sources of, additional financing, and it is not anticipated
that any officers, directors or stockholders will provide any additional loans
to the Company.

      On November 19, 1998 the Company's Board of Directors authorized the
designation of 150,000 shares of a series of preferred stock ("Series A
Preferred Stock") bearing a 10% cumulative dividend payable quarterly in cash,
convertible into Common Stock at anytime after issuance, at the holder's option,
at the rate of one share of Common Stock for each share of Series A Preferred
Stock, subject to adjustment under certain circumstances. The Series A Preferred
Stock is senior in rights and preferences to any subsequently designated series
and/or class of preferred stock and is entitled to one vote per share of Common
Stock into which the issued and outstanding shares of Series A Preferred Stock
is then convertible, on all matters submitted to a vote of the Company's
stockholders. Outstanding shares of Series A Preferred Stock are redeemable at
any time by the Company, at its option, at the redemption price of $5.00 per
share, upon timely notice of its intent to redeem.

      In December 1998, Frank Cretella converted $720,405 of indebtedness owed
by the Company to him into shares of Series A Preferred Stock at the ratio of
one share of Series A Preferred Stock for each $5.00 of indebtedness
outstanding. As an inducement to Mr. Cretella to convert the debt to equity, the
Company also issued Mr. Cretella 72,040 warrants to purchase the Company's
Common Stock at $6.00 per share.






                                       8
<PAGE>


SEASONALITY AND FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.

      The Company's business is seasonal. The bicycle, rowboat rentals and
outdoor dining at THE BOATHOUSE are open only March through November. The
catering facilities, indoor section of the PARK VIEW restaurant and the fast
food operation are opened year round, but at a substantially reduced sales
volume during the winter due to the BOATHOUSE'S location in the middle of
Central Park.

      The two outdoor patios at AMERICAN PARK and the fast food kiosk are only
open March through November and its location in Battery Park also restricts
winter sales potential. The indoor restaurant and catering level are open year
round.

      LUNDY'S is a waterside location and attracts more guests during warmer
months. As a result, the Company's average weekly restaurant sales and operating
cash flow generally increases from April through October and decreases from
November through March.

      The Company also expects that future quarterly operating results will
fluctuate as a result of the timing of and expenses related to the openings of
new restaurants (as the Company will incur significant expenses during the
months preceding the opening of a restaurant), as well as due to various
factors, including the seasonal nature of its business, weather conditions in
New York City, the health of New York City's economy in general and its tourism
industry in particular. Accordingly, the Company's sales and earnings may
fluctuate significantly from quarter to quarter and operating results for any
quarter will not necessarily be indicative of the results that may be achieved
for a full year.

YEAR 2000

      The Company has evaluated and is in the process of updating its internal
Management Information Systems to ensure that it will have the capability to
manage and manipulate data in the year 200 and beyond. As the Company takes
measures to be in compliance, new programs are currently being tested. It is
anticipated that the Company's information technology ("IT") systems will be
substantially compliant by the end of the third quarter of the fiscal year ended
September 29, 1999. Costs incurred by the Company to date to implement its plan
have not been material and are not expected to have a material effect on the
Company's financial condition or results of operations.

      To date the Company has not experienced any Year 2000 issues.

INFLATION
      The effect of inflation on the Company has not been significant during the
last two fiscal years.





                                       9
<PAGE>

           PART II

                                OTHER INFORMATION

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS.

On November 19, 1998 the Company's Board of Directors authorized the
           designation of 150,000 shares of a series of preferred stock ("Series
           A Preferred Stock") bearing a 10% cumulative dividend payable
           quarterly in cash, convertible into Common Stock at anytime after
           issuance, at the holder's option, at the rate of one share of Common
           Stock for each share of Series A Preferred Stock, subject to
           adjustment under certain circumstances. The Series A Preferred Stock
           is senior in rights and preferences to any subsequently designated
           series and/or class of preferred stock and is entitled to one vote
           per share of Common Stock into which the issued and outstanding
           shares of Series A Preferred Stock is then convertible, on all
           matters submitted to a vote of the Company's stockholders.
           Outstanding shares of Series A Preferred Stock are redeemable at any
           time by the Company, at its option, at the redemption price of $5.00
           per share, upon timely notice of its intent to redeem.

In December 1998, Frank Cretella converted $720,405 of indebtedness owed
           by the Company to him into shares of Series A Preferred Stock at the
           ratio of one share of Series A Preferred Stock for each $5.00 of
           indebtedness outstanding. As an inducement to Mr. Cretella to convert
           the debt to equity, the Company also issued Mr. Cretella 72,040
           warrants to purchase the Company's Common Stock at $6.00 per share.

ITEM 6.    CHANGES IN SECURITIES AND USE OF PROCEEDS.

Exhibits.

      3.1   Certificate of Designation, Powers, Preferences, and Rights of the
            10% Cumulative Convertible Redeemable Preferred Stock, Series A.

      27    Financial Data Schedule

Reports on Form 8-K

           No reports on Form 8-K were filed by the Company during the thirteen
weeks ended December 29, 1999.




                                       10
<PAGE>



                     TAM RESTAURANTS, INC. AND SUBSIDIARIES
                                 Signature Page



      In accordance with the requirements of the Exchange Act , the Registrant
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized on the 22nd day of February, 2000.



                                      TAM RESTAURANTS, INC.
                                      ---------------------
                                           (Registrant)



 Dated: February 22, 2000             /S/ FRANK CRETELLA
                                      ------------------
                                      Frank Cretella
                                      President and Chief Executive officer



Dated: February 22, 2000              /S/ ANTHONY B. GOLIO
                                      --------------------
                                      Anthony B. Golio
                                      Vice President


<TABLE> <S> <C>


<ARTICLE>      5

<S>                             <C>
<PERIOD-TYPE>                                      3-MOS
<FISCAL-YEAR-END>                                  SEP-27-2000
<PERIOD-START>                                     JAN-01-2000
<PERIOD-END>                                       DEC-29-1999
<CASH>                                                  47,236
<SECURITIES>                                                 0
<RECEIVABLES>                                          877,714
<ALLOWANCES>                                            15,000
<INVENTORY>                                            433,144
<CURRENT-ASSETS>                                     1,658,881
<PP&E>                                               9,432,780
<DEPRECIATION>                                       3,674,220
<TOTAL-ASSETS>                                       7,987,389
<CURRENT-LIABILITIES>                                4,529,959
<BONDS>                                                      0
                                        0
                                                 14
<COMMON>                                                   350
<OTHER-SE>                                           2,543,750
<TOTAL-LIABILITY-AND-EQUITY>                         7,987,389
<SALES>                                              4,646,150
<TOTAL-REVENUES>                                     4,646,150
<CGS>                                                2,739,746
<TOTAL-COSTS>                                        2,739,746
<OTHER-EXPENSES>                                       103,253
<LOSS-PROVISION>                                             0
<INTEREST-EXPENSE>                                      57,917
<INCOME-PRETAX>                                         20,852
<INCOME-TAX>                                                 0
<INCOME-CONTINUING>                                     20,852
<DISCONTINUED>                                               0
<EXTRAORDINARY>                                              0
<CHANGES>                                                    0
<NET-INCOME>                                            20,852
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