CHEFS INTERNATIONAL INC
10-Q, 1999-12-14
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                 For the quarterly period ended OCTOBER 31, 1999

                                       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 0-8513
                                                 ------

                            CHEFS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             DELAWARE                                     22-2058515
- -------------------------------                 --------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                   62 BROADWAY, POINT PLEASANT BEACH, NJ 08742
                   -------------------------------------------
                    (Address of principal executive offices)

(Issuer's telephone number, including area code)           (732) 295-0350
                                                     --------------------------

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

     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 of the past 90 days. Yes  X    No
                                             ---.    ---.

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common equity, as of the latest practicable date:

           CLASS                         OUTSTANDING SHARES AT DECEMBER 8, 1999
- ---------------------------              ---------------------------------------
Common Stock, $.01 par value                              4,488,162


<PAGE>





                            CHEFS INTERNATIONAL, INC.

                                    I N D E X

PART I   FINANCIAL INFORMATION                                         PAGE NO.
         ---------------------                                         --------

         ITEM 1.  Consolidated Financial Statements

         Consolidated Balance Sheets -                                   1 - 2
         October 31, 1999 and January 31, 1999

 .         Consolidated Statements of Operations -                           3
         Nine and Three Months Ended October 31, 1999 and
         October 25, 1998

         Consolidated Statements of Cash Flows -                           4
         Nine Months Ended October 31, 1999 and
         October 25, 1998

         Notes to Consolidated Financial Statements                      5 - 6

         ITEM 2.  Management's Discussion and Analysis                  7 - 10
         of Financial Condition and Results of Operations







<PAGE>



                         PART I - FINANCIAL INFORMATION

                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                     OCTOBER 31, 1999    JANUARY 31, 1999
                                                     ----------------    ----------------
                                                       (Unaudited)
<S>                                                      <C>                <C>
CURRENT ASSETS:
     Cash and cash equivalents                           $ 1,599,678        $    871,950
     Investments                                             200,000             400,000
     Miscellaneous receivables                                60,650              71,278
     Inventories                                           1,031,025             995,647
     Due on sale of discontinued operations
          from related party                                  78,981              68,355
     Assets held for sale                                        ---             135,000
     Prepaid expenses                                        114,552             157,472
                                                        ------------         -----------

               TOTAL CURRENT ASSETS                        3,084,886           2,699,702
                                                         -----------         -----------

PROPERTY, PLANT AND EQUIPMENT, at cost                    20,054,072          19,747,731

     Less: Accumulated depreciation                        8,047,122           7,322,169
                                                          ----------         -----------

               PROPERTY, PLANT AND EQUIPMENT, net         12,006,950          12,425,562
                                                          ----------         -----------


OTHER ASSETS:

     Investments                                             775,000             534,000
     Goodwill - net                                          484,536             502,580
     Liquor licenses - net                                   528,532             544,233
     Due on sale of discontinued operations
        from related party                                   149,824             211,149
     Equity in life insurance policies                       458,600             458,600
     Due from related party                                      764               2,427
     Other                                                    36,430              22,482
                                                         -----------         -----------
               TOTAL OTHER ASSETS                          2,433,686           2,275,471
                                                         -----------         -----------
TOTAL ASSETS                                             $17,525,522         $17,400,735
                                                         ===========         ===========
</TABLE>


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


<PAGE>

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------


<TABLE>
<CAPTION>
                                                         OCTOBER 31, 1999       JANUARY 31, 1999
                                                         ----------------       ----------------
                                                            (Unaudited)
<S>                                                         <C>                   <C>
CURRENT LIABILITIES:

     Notes and mortgages payable                            $   362,870           $   586,342
     Accounts payable                                           549,468               657,363
     Accrued payroll                                            102,771                91,328
     Accrued expenses                                           500,689               370,548
     Other Liabilities                                          180,460               321,263
     Income taxes payable                                        35,374                19,700
                                                            -----------           -----------

               TOTAL CURRENT LIABILITIES                      1,731,632             2,046,544
                                                             ----------           -----------

NOTES AND MORTGAGES PAYABLE                                   1,112,891             1,442,470
                                                            -----------           -----------

OTHER LIABILITIES                                               474,877               486,404
                                                            -----------           -----------

STOCKHOLDERS' EQUITY:

     Capital stock - common $.01 par value,
          Authorized 15,000,000 shares, Issued
          and outstanding 4,488,162
          and 4,488,369 respectively                             44,882                44,884
     Additional paid-in capital                              32,304,487            32,304,485
     Accumulated deficit                                    (18,143,247)          (18,924,052)
                                                            -----------           -----------

               TOTAL STOCKHOLDERS' EQUITY                    14,206,122            13,425,317
                                                            -----------           -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $17,525,522           $17,400,735
                                                            ===========           ===========
</TABLE>


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


<PAGE>


                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        NINE MONTHS ENDED                         THREE MONTHS ENDED
                                                        -----------------                         ------------------
                                               OCTOBER 31, 1999   OCTOBER 25, 1998      OCTOBER 31, 1999    OCTOBER 25, 1998
                                               ----------------   ----------------      ----------------    -----------------
<S>                                              <C>                 <C>                  <C>                 <C>
SALES                                            $  14,640,834       $ 15,213,143         $  4,661,434        $  5,218,873

COST OF GOODS SOLD                                   4,755,477          5,000,752            1,544,669           1,744,395
                                                 -------------       ------------         ------------        ------------

           GROSS PROFIT                              9,885,357         10,212,391            3,116,765           3,474,478
                                                 -------------       ------------         ------------        ------------

OPERATING EXPENSES:
    Payroll and related expenses                     4,126,368          4,362,161            1,332,337           1,452,851
    Other operating expenses                         2,838,634          3,130,031              911,529           1,029,865
    Depreciation and amortization                      758,698            762,804              252,353             256,723
    General and administrative expenses              1,358,433          1,344,321              439,938             453,960
    Gain on sale of asset                              (13,947)               ---                  ---                 ---
                                                 -------------       ------------         ------------        ------------

           TOTAL OPERATING EXPENSES                  9,068,186          9,599,317            2,936,157           3,193,399
                                                 -------------       ------------         ------------        ------------

           INCOME FROM OPERATIONS                      817,171            613,074              180,608             281,079
                                                 -------------       ------------         ------------        ------------

OTHER INCOME (EXPENSE):
    Interest expense                                  (108,536)           (84,391)             (31,444)            (22,104)
    Interest income                                    118,670             98,689               48,230              32,182
                                                 -------------       ------------         ------------        ------------

           OTHER INCOME, NET                            10,134             14,298               16,786              10,078
                                                 -------------       ------------         ------------        ------------

           INCOME BEFORE INCOME TAXES                  827,305            627,372              197,394             291,157

PROVISION FOR INCOME TAXES                              46,500                ---               19,600                 ---
                                                 -------------       ------------         ------------        ------------

           NET INCOME                                $ 780,805        $   627,372            $ 177,794           $ 291,157
                                                     =========        ===========            =========           =========

BASIC INCOME PER COMMON SHARE                    $         .17       $        .14                  .04       $         .06
                                                 =============       ============        =============       =============

Number of shares outstanding                         4,488,162          4,488,461            4,488,162           4,488,461
</TABLE>

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


<PAGE>




                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

       NINE MONTHS ENDED OCTOBER 31, 1999 AND OCTOBER 25, 1998 (Unaudited)

<TABLE>
<CAPTION>
                                                                              1999           1998
                                                                              ----           ----
<S>                                                                        <C>            <C>
OPERATING ACTIVITIES:
     Net income                                                            $   780,805    $   627,372
     Adjustments to reconcile net income to net
          cash provided by operating activities:

                Depreciation and amortization                                  758,698        762,804
                Gain on sale of asset                                          (13,947)            --

                Increase  (decrease) in cash  attributable
                    to changes in assets and liabilities:

                           Miscellaneous receivables                            10,628          6,304
                           Inventories                                         (35,378)        30,888
                           Prepaid expenses                                     42,920         (7,593)
                           Accounts payable                                   (107,895)      (384,073)
                           Accrued expenses and other liabilities              (10,746)       101,873
                           Income taxes payable                                 15,674            --
                                                                           -----------    -----------

                Total Adjustments                                              659,954        510,203
                                                                           -----------    -----------

          NET CASH PROVIDED BY OPERATING ACTIVITIES                          1,440,759      1,137,575
                                                                           -----------    -----------

INVESTING ACTIVITIES:
     Capital expenditures                                                     (306,341)      (766,686)
     Net proceeds from sale of asset                                           148,947             --
     Sale or redemption of investments                                         300,000         96,000
     Purchase of investments                                                  (341,000)      (100,000)
     Proceeds from notes receivable -
          discontinued operations - related party                               50,699        259,000
     Other assets                                                              (12,285)       (97,142)
                                                                           -----------    -----------

          NET CASH USED IN INVESTING ACTIVITIES                               (159,980)      (608,828)
                                                                           -----------    -----------

FINANCING ACTIVITIES:
     Repayment of debt                                                        (553,051)      (721,310)
        Proceeds from debt                                                          --        124,000
                                                                           -----------    -----------

          NET CASH USED IN FINANCING ACTIVITIES                               (553,051)      (597,310)
                                                                           -----------    -----------

          NET INCREASE IN CASH AND

                CASH EQUIVALENTS                                               727,728        (68,563)

CASH AND CASH EQUIVALENTS at beginning                                         871,950      1,136,063
                                                                           -----------    -----------

          CASH AND CASH EQUIVALENTS at end                                 $ 1,599,678    $ 1,067,500
                                                                           ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

     Interest paid                                                         $    99,013    $    80,707
                                                                           ===========    ===========

     Income taxes paid                                                     $    35,951    $        --
                                                                           ===========    ===========
</TABLE>

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


<PAGE>



                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE  1:  BASIS OF PRESENTATION
          ---------------------

          The  accompanying  financial  statements  have been  prepared by Chefs
International,  Inc. (the  "Company") and are  unaudited.  In the opinion of the
Company's  management,  all adjustments  (consisting  solely of normal recurring
adjustments)  necessary to present fairly the Company's  consolidated  financial
position,  results of operations  and cash flows for the periods  presented have
been made. Certain information and footnote disclosures required under generally
accepted  accounting   principles  have  been  condensed  or  omitted  from  the
consolidated  financial  statements pursuant to the rules and regulations of the
SEC. The consolidated  financial  statements and notes thereto should be read in
conjunction with the Company's audited consolidated financial statements for the
year ended January 31, 1999 and notes thereto  included in the Company's  Annual
Report on Form 10-KSB filed with the SEC. The results of operations and the cash
flows for the three and nine month periods ended  presented in the  consolidated
financial  statements  are  not  necessarily  indicative  of the  results  to be
expected for any other interim period or the entire fiscal year.

NOTE 2:   EARNINGS PER SHARE
          ------------------

          Basic earnings per share is computed using the weighted average number
of shares of common stock outstanding during the period.

NOTE 3:   INCOME TAXES
          ------------

          At  October  31,1999,  the  Company  had net  deferred  tax  assets of
approximately   $3,178,000   arising   principally   from  net  operating   loss
carryforwards.  However,  due to the uncertainty  that the Company will generate
sufficient   income  in  the  future  to  fully  or  partially   utilize   these
carryforwards,  an allowance of $3,178,000 has been  established to offset these
assets.

NOTE 4:   DUE ON SALE OF DISCONTINUED OPERATIONS FROM RELATED PARTY
          ---------------------------------------------------------

          On February 20, 1997 (as of January 26, 1997), the Company sold 95% of
the common stock of Mr. Cookie Face ("MCF"),  its ice cream production  segment,
to a former director for an aggregate  purchase price of $1,600,000,  consisting
of a $500,000 cash payment and three notes totaling  $1,100,000.  The first note
(Note A) for  $100,000  was due on or before March 24, 1997 and was paid in full
on a timely basis.  The second note (Note B) for $500,000 is due in installments
through  July 1, 2000,  and the third note  (Note C) for  $500,000  is due on or
before February 20, 2004, with mandatory  prepayments  based on MCF's cash flow.
The notes are  secured  by a first  lien on all of MCF's  assets,  however,  the
Company  has agreed to  subordinate  the notes up to  $1,750,000  of  additional
financing  for  MCF.  Based on the  estimated  present  value  of the  payments,
management  recorded a valuation  allowance  of $601,050  against the second and
third notes.  During fiscal 1999, MCF requested a restructuring  of the terms of
the second and third  notes.  During the quarter  ended  October 31,  1999,  the
Company's Board of Directors  ("Board") was advised by MCF that MCF had achieved
a positive cash flow during its second quarter and pursuant to the  requirements
of Note C, owed the Company approximately $41,800 in interest.  The Board agreed
to allow MCF to make  monthly  payments of the said Note C interest  amount with
the final payment due June 1, 2000. Additionally,  the Board agreed to allow MCF
to continue making monthly partial  payments on Note B and will address a formal
restructuring of all MCF debt by July 2000.


<PAGE>



          Cash  receipts for these notes are applied to  principal  and interest
based on the discounted note payment schedules,  which resulted in an additional
$19,900 of interest income being recognized during the nine months ended October
31, 1999. During the quarter ended October 31, 1999, MCF paid $5,000 in interest
on Note C to the Company.  The 5% of MCF capital  stock  retained by the Company
has been valued at $35,000.





















<PAGE>



                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS (Unaudited)


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
- --------------------------------------------------------------------------------
                  Certain  statements   regarding  future  performance  in  this
Quarterly Report on Form 10-QSB constitute  forward-looking statements under the
Private Securities Litigation Reform Act of 1995. No assurance can be given that
the future results covered by the  forward-looking  statements will be achieved.
The Company  cautions  readers that  important  factors may affect the Company's
actual  results  and could  cause those  results to differ  materially  from the
forward-looking  statements.  Such  factors  include,  but are not  limited  to,
changing market  conditions,  weather,  the state of the economy,  the impact of
competition  to  the  Company's  restaurants,  pricing  and  acceptance  of  the
Company's food products.

OVERVIEW
- --------

          The Company's  principal  source of revenue is from the  operations of
its  restaurants.  The Company's  cost of sales  includes food and liquor costs.
Operating  expenses include labor costs,  supplies and occupancy costs (rent and
utilities), marketing and maintenance costs. General and administrative expenses
include costs incurred for corporate support and  administration,  including the
salaries  and  related  expenses of  personnel  and the costs of  operating  the
corporate  office at the Company's  headquarters  in Point Pleasant  Beach,  New
Jersey.

          The Company  currently  operates  eight  restaurants  on a  year-round
basis.  Seven of the restaurants are  free-standing  seafood  restaurants in New
Jersey and Florida and are operated under the names "Lobster Shanty" or "Baker's
Wharfside."  The other  restaurant is a Mexican  theme  restaurant in New Jersey
operated  under the name  "Garcia's."  The  Company  opened  its  first  seafood
restaurant in November 1978 and opened its Garcia's restaurant in April 1996.

          Generally,  the  Company's  New Jersey  seafood  restaurants  derive a
significant  portion of their sales from May through  September.  The  Company's
Florida  seafood  restaurants  derive a significant  portion of their sales from
January through April. The Company's  Garcia's  restaurant derives a significant
portion  of its sales  during  the  holiday  season  from  Thanksgiving  through
Christmas.

          At the end of the third  quarter for the fiscal year ended January 31,
1999, the Company closed its Belmar, New Jersey Lobster Shanty restaurant due to
unsatisfactory   operating  results.  The  Company  operated  nine  restaurants,
including the Belmar  Lobster  Shanty,  during the nine months ended October 25,
1998.


RESULTS OF OPERATIONS
- ---------------------
SALES.

          Sales for the nine months ended October 31, 1999 were  $14,640,800,  a
decrease  of $572,300 or 3.8%,  as compared to  $15,213,100  for the nine months
ended October 25, 1998. For the third quarter ended October 31, 1999, sales were
$4,661,400,  a decrease of $557,500 or 10.7%,  as compared to last year's  third
quarter. The now closed Belmar Lobster Shanty had sales of $960,100 and $360,500
for the nine and three month  periods of last year.  Accordingly,  sales for the
restaurants that operated during the comparable  periods  increased  $387,800 or
2.7% for nine months

<PAGE>


and  decreased  by  $197,000  or 4.1% for the third  quarter of this  year.  The
year-to-date  improvement  can be  attributed to a mild winter and unusually dry
summer in New Jersey.  The decrease in sales for the third quarter resulted from
the inclusion of different calendar weeks in the fiscal comparisons. This year's
third quarter included the 13 weeks between August 2, 1999 and October 31, 1999,
while last year's third quarter  included the 13 weeks between July 27, 1998 and
October 25, 1998,  resulting in a decrease in sales of  approximately  $250,000.
The number of customers served in the eight restaurants increased by .5% for the
nine months and decreased by 4.3% for the third quarter, while the average check
paid per customer  increased this year by 2.3% and .3% for the  respective  nine
and three month periods.

GROSS PROFIT; GROSS MARGIN.

          Gross  profit  was  $9,885,400  or 67.5% of sales  for the nine  month
period and  $3,116,800  or 66.9% of sales for the quarter ended October 31, 1999
compared to  $10,212,400  or 67.1% and  $3,474,500  or 66.6% for the  comparable
periods of fiscal 1999.  The increase in gross profit and gross margin  reflects
lower food costs, primarily lower dairy and shrimp costs, and the closure of the
Belmar  restaurant,  which had a lower gross  profit  margin  than the  combined
results of the other eight restaurants.

OPERATING EXPENSES.

          Total operating  expenses decreased by 5.5% from $9,599,300 during the
first nine months of fiscal 1999 to  $9,068,200  during the first nine months of
fiscal 2000, and by 8.1% from $3,193,400 during the third quarter of fiscal 1999
to  $2,936,200  during  the third  quarter  of fiscal  2000.  Included  in total
operating expenses are payroll and related expenses which totaled 28.2% of sales
for the nine months and 28.6% for the third quarter of fiscal 2000,  compared to
28.7% and 27.8%  respectively  for the  comparable  periods of fiscal 1999.  The
decrease in payroll and related  expenses as a % of sales for the nine months is
primarily  attributable  to the  increase in sales and the closure of the Belmar
restaurant with its higher payroll costs.  The increase for the third quarter is
primarily related to the sales decrease.  Other operating  expenses decreased by
approximately $291,400 for the nine months ended October 31, 1999. This decrease
is  attributable  to the Vero Beach,  Florida  restaurant,  which was previously
rented at $10,000 per month,  and was purchased  during the fourth  quarter last
year, and the closure of the Belmar  restaurant.  Depreciation  and amortization
expenses were essentially  unchanged from last year.  General and administrative
expenses  increased  $14,100 for the nine month period and  decreased by $14,100
for the three month  period  ended  October  31,  1999 versus last year.  Higher
salaries and payroll  taxes and group  health  insurance  costs  account for the
majority of the increase, offset by lower worker's compensation costs during the
third quarter of the current year.

          During the quarter  ended August 1, 1999,  the Belmar  Lobster  Shanty
liquor license was sold to an unaffiliated  buyer for $150,000 cash resulting in
a gain of $13,900.

OTHER INCOME AND EXPENSE.

          Interest expense  increased  $24,100 and $9,300 for the nine and three
month periods ended October 31, 1999 as compared to the comparable  periods last
year. This increase was primarily the result of the interest expenses associated
with a $880,000  first  mortgage  used to partially  fund the Vero Beach Lobster
Shanty  restaurant  purchase and with a $124,000 loan used to partially fund the
purchase  of a  property  next to the Toms  River,  New  Jersey  Lobster  Shanty
restaurant. Interest income increased $20,000 and $16,000 for the nine and three
month periods ended October 31, 1999 as compared to the comparable  periods last
year.  This  increase  was  primarily  a result of  additional  interest  income
associated  with notes  receivable  from the February 1997 sale of  discontinued
operations (see note 4.)


<PAGE>


NET INCOME.

          Net  income  was  $780,800  or $.17 per share for the nine  months and
$177,800 or $.04 per share for the quarter ended October 31, 1999 as compared to
$627,400  or $.14 per share and  $291,200  or $.06 per share for the  comparable
periods last year.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

          The Company has  financed its  operations  principally  from  revenues
derived from its restaurants.

          The  Company's  ratio of  current  assets to current  liabilities  was
1.78:1 at October  31,  1999  compared  to 1.32:1 at the year ended  January 31,
1999. Working capital was $1,353,300 at October 31, 1999 compared to $653,200 at
the year-end, an increase of $700,100.  During the nine months ended October 31,
1999, net cash increased by $727,700. The primary components of this year's cash
flow  statement  were net  income of  $780,800,  the sale of the  Belmar  liquor
license  for  $150,000,  a decrease  in accounts  payable of  $107,900,  capital
expenditures of $306,300 for routine restaurant  improvements and debt repayment
of $553,100.  During the corresponding  nine month period in fiscal 1999 working
capital  increased  by $588,200 and net cash  decreased by $68,600.  The primary
components of last years's cash flow statement  were net income of $627,400,  an
increase in accrued  expenses of $101,900 due primarily to legal costs,  capital
expenditures of approximately  $766,700,  primarily at the Toms River restaurant
and debt repayment of $721,300.

          During the second  quarter of the current  fiscal  year the  Company's
$500,000 bank line of credit was renewed for another year.  The interest rate on
the line is variable,  equal to the monthly  fluctuating  LIBOR rate plus 2.25%.
The entire $500,000 is currently available for use.

          Management  believes that funds from  operations and its $500,000 bank
line of credit will be sufficient to meet  obligations for the balance of fiscal
2000,  including projected capital expenditures of $175,000 in addition to those
expenditures  incurred  during  the first nine  months.  The  projected  capital
expenditures include approximately $50,000 for Year 2000 ("Y2K") expenses, which
are expected to be incurred during the fourth quarter.

          The  Company's  future  capital   requirements  and  the  adequacy  of
available  funds will  depend on numerous  factors,  including  changing  market
conditions,  weather, the state of the economy, the impact of competition to the
Company's restaurants, pricing and acceptance of the Company's food products. To
the extent that funds generated from the Company's operations, together with its
existing capital resources (including its credit facility), and the net interest
earned  thereon,   are  insufficient  to  meet  current  or  planned   operating
requirements,  the Company will be required to obtain  additional  funds through
equity or debt  financing,  or through  other  sources.  The terms of any equity
financing may be dilutive to  stockholders  and the terms of any debt  financing
may contain restrictive  covenants,  which limit the Company's ability to pursue
certain  courses of action.  The Company does not have any committed  sources of
additional  financing beyond that described above, and there can be no assurance
that additional funding, if necessary, will be available on acceptable terms, if
at all. If adequate funds are not available,  the Company's business,  financial
condition and results of operations could be materially and adversely affected.

YEAR 2000.

          Commencing in 1997,  the Company began a review of its  restaurant and
corporate computer systems to identify potential problems with the Y2K issue. As
a result of that review,  it was determined  that certain  systems would require
remediation,  specifically, the corporate mainframe computer, various restaurant
point of sale systems ("POS") and personal computers ("PC"s) used throughout the
Company.


<PAGE>



          At October 31, 1999,  the Company was at various  stages of completion
of the remediation  process.  The mainframe  software  programming  changes were
completed  and  successfully   tested  in  May  1999.   Mainframe  Y2K  software
expenditures  to date have not been material and have been expensed as incurred.
The restaurant POS remediation process,  including those systems not affected by
Y2K  issues,  is 88%  compliant  and the last  system is expected to be made Y2K
compliant in December 1999. It is  anticipated  that the cost of such fixes will
not be material and will be funded from operating cash flows. Additionally,  the
Company is at the final stage of the process of replacing the  non-compliant PCs
and software. Most of the new PCs have been installed and it is anticipated that
the balance will be installed sometime prior to the end of December 1999 and the
cost estimate for the entire project has been  increased to $70,000,  which will
also be funded out of operating cash flows.

          The Company has been in contact  with its various  suppliers  of goods
and services  regarding their compliance with Y2K issues.  To date,  several key
vendors such as payroll / human  resources,  credit card  processors,  the major
food and liquor  vendors,  and various public  utility  companies have indicated
that  they are or will be  compliant.  At  least  50% of the  remaining  vendors
contacted have indicated in writing that they will be Y2K compliant or that they
will not be affected. Although the Company is unable to verify the Y2K readiness
of all third party vendors, the Company believes that there are multiple vendors
for the goods and services it receives  from its  suppliers and that the risk of
non-compliance with Y2K by any of its suppliers is minimal.

          Considering  the  substantial  progress made to date, the Company does
not  anticipate  delays  in  finalizing  internal  Y2K  remediation  within  the
remaining  time  schedules.  There  can  be no  assurances,  however,  that  the
Company's internal systems or those of a third party on which the Company relies
will be Y2K compliant by the year 2000. An interruption of the Company's ability
to conduct its business  due to a Y2K  readiness  problem  could have a material
adverse  effect  on  the  Company,  its  operations,   financial  condition  and
liquidity.

          Pending the results of the Company's review of the Y2K preparedness of
its  critical  third  parties,  the Company will then  determine  what course of
action and contingencies will need to be made, if any.

INFLATION.

          It is not  possible  for the Company to predict  with any accuracy the
effect of inflation  upon the results of its  operations  in future  years.  The
price  of food  is  extremely  volatile  and  future  projections  vary  and are
dependent upon a complex set of factors.







<PAGE>


                                    SIGNATURE

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



CHEFS INTERNATIONAL, INC.




/S/ ANTHONY C. PAPALIA
- ----------------------
ANTHONY C. PAPALIA

Principal Executive and Financial Officer
DATED:   December 13, 1999

<TABLE> <S> <C>




<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements of Chefs International, Inc. and Subsidiaries included in
the Company's Form 10-QSB for the nine months ended October 31, 1999, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JAN-30-2000
<PERIOD-START>                              FEB-1-1999
<PERIOD-END>                               OCT-31-1999
<CASH>                                       1,599,678
<SECURITIES>                                         0
<RECEIVABLES>                                   60,650
<ALLOWANCES>                                         0
<INVENTORY>                                  1,031,025
<CURRENT-ASSETS>                             3,084,886
<PP&E>                                      20,054,072
<DEPRECIATION>                               8,047,122
<TOTAL-ASSETS>                              17,525,522
<CURRENT-LIABILITIES>                        1,731,632
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        44,884
<OTHER-SE>                                  14,161,238
<TOTAL-LIABILITY-AND-EQUITY>                17,525,522
<SALES>                                     14,640,834
<TOTAL-REVENUES>                            14,773,451
<CGS>                                        4,755,477
<TOTAL-COSTS>                               13,837,610
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             108,536
<INCOME-PRETAX>                                827,305
<INCOME-TAX>                                    46,500
<INCOME-CONTINUING>                            780,805
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   780,805
<EPS-BASIC>                                       0.17
<EPS-DILUTED>                                     0.17



</TABLE>


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