U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10QSB


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

                For the Quarterly Period Ended September 30, 2001

                        Commission File Number: 0-24058

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

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

                         1601 NW Expressway, Suite 1910
                          Oklahoma City, Oklahoma 73118
              ---------------------------------------------------
              (Address of principal executive offices) (Zip Code)

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


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15 (d) of the  Securities  Exchange Act of 1934 during the past 12
months (or for such shorter period that the Registrant was required to file such
reports),  and (2) has been subject to such filing requirements for at least the
past  90  days.  Yes  [X]  No  [ ]


  Shares  of  Common  Stock,  $.001  par  value,
  outstanding  as  of  November  14,  2001                        5,357,121

  Traditional  Small  Business  Disclosure  Format:  Yes  [X]  No  [ ]




                              ATOMIC BURRITO, INC.



                                      INDEX

                                                                            Page
                                                                            ----

PART  I.  FINANCIAL  INFORMATION

    Item  1    Financial  Statements

               Consolidated Balance Sheets - September 30, 2001
               (unaudited) and  December  31,  2000                          4-5

               Consolidated Statements of Income (unaudited)  -
               For  the  Three  and  Nine  Months  Ended
               September 30, 2001 and 2000                                     6

               Consolidated  Statements  of  Stockholders'
               Equity  (unaudited)  -  For  the  Nine  Months
               Ended  September  30,  2001  and  the  Year  Ended
               December 31, 2000                                               7

               Consolidated Statements of Cash Flows (unaudited) -
               For the Nine Months Ended September 30, 2001 and 2000         8-9

               Notes to Consolidated Financial Statements (unaudited)      10-13

    Item  2    Management's  Discussion  and  Analysis  of  Financial
               Condition and Results of Operations                         13-18

PART  II.  OTHER  INFORMATION

    Item  1     Legal  Proceedings                                            19

    Item  4     Submission of Matters to a Vote of Security Holders           19

    Item  6     Exhibits  and  Reports  on  Form  8-K                         20


                                        2


                              ATOMIC BURRITO, INC.


                          PART I. FINANCIAL INFORMATION
                          Item 1. Financial Statements
                          September 30, 2001 and 2000



              Forming a part of Form 10-QSB Quarterly Report to the
                       Securities and Exchange Commission

This quarterly  report on Form 10-QSB should be read in conjunction  with Atomic
Burrito,  Inc.'s  Annual  Report on Form 10-KSB for the year ended  December 31,
2000.
















                                        3

                              ATOMIC BURRITO, INC.
                          CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
                                  Page 1 of 2


                                                 September 30,    December 31,
                                                     2001            2000
                                                 -------------   -------------
                                                  (Unaudited)

ASSETS
CURRENT  ASSETS:
                                                           
  Cash                                           $     49,102    $     78,925
  Accrued interest receivable                          43,615           1,918
  Accounts receivable - other                          23,993           9,514
  Current portion of notes receivable                  27,036          37,266
  Current portion of minimum lease
    payments  receivable                                9,746               -
  Inventories                                          41,375          61,815
  Prepaid  expenses                                    25,390          64,169
  Deferred  income  taxes                                   -         100,000
                                                 ------------    ------------

          Total  current  assets                      220,257         353,607
                                                 ------------    ------------

PROPERTY  AND  EQUIPMENT                            2,108,070       2,900,795
  Accumulated  depreciation                        (1,467,510)     (1,901,884)
                                                 ------------    ------------

                                                      640,560         998,911
                                                 ------------    ------------

OTHER  ASSETS:
  Notes  receivable  from  affiliate                  574,801         630,000
  Notes receivable, net of current portion
    shown above, net of reserve of $450,000
    and  $350,000  at  September  30,  2001
    and  December  31,  2000                          299,322         367,734
  Long term portion of minimum lease payments
    receivable                                        108,673               -
  Goodwill, net of accumulated amortization
    of  $13,456 at  December 31, 2000                       -          80,734
  Covenant not to compete, net of accumulated
    amortization  of $23,333 and $13,333 at
    September 30, 2001 and December 31, 2000           31,667          46,667
  Deposits  and  other                                 62,938          62,938
  Investments                                          57,400         177,400
                                                 ------------    ------------

                                                    1,134,801       1,365,473
                                                 ------------    ------------

                                                 $  1,995,618    $  2,717,991
                                                 ============    ============



                See accompanying notes to financial statements.

                                        4

                              ATOMIC BURRITO, INC.
                          CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
                                  Page 2 of 2




                                                 September 30,    December 31,
                                                     2001            2000
                                                 -------------   -------------
                                                  (Unaudited)

LIABILITIES  AND  STOCKHOLDERS'  EQUITY
CURRENT  LIABILITIES:
                                                           
  Accounts  payable                              $    502,078    $    573,067
  Accrued  liabilities                                159,124         196,010
  Note  payable  - related party                            -          28,005
  Current  portion of long-term debt                  239,937         798,290
  Current  portion of capital leases                   43,491          45,692
                                                 ------------    ------------

          Total  current  liabilities                 944,630       1,641,064
                                                 ------------    ------------

LONG-TERM DEBT, net of current portion
  shown above                                         507,494         366,612
                                                 ------------    ------------

OBLIGATION  UNDER  CAPITAL  LEASE,
  net  of  current  portion  shown  above             126,535         146,648
                                                 ------------    ------------

MINORITY  INTERESTS                                     4,962           4,962
                                                 ------------    ------------

COMMITMENTS  AND  CONTINGENCIES                             -               -

STOCKHOLDERS'  EQUITY:
  10% convertible preferred stock, Series A,
    $10  par  value, 500,000 shares authorized,
    40,000 shares \issued and  outstanding at
    September 30, 2001 and December 31, 2000          400,000         400,000
  10% convertible preferred stock, Series B,
    $10  par  value, 100,000 shares authorized,
    no shares issued and outstanding at
    September 30, 2001 and December 31, 2000                -               -
  10% convertible preferred stock, Series C,
    $10  par  value, 6,000 shares authorized,
    6,000 shares issued and outstanding at
    September 30, 2001 and December 31, 2000           60,000          60,000
  10% convertible preferred stock, Series D,
    $10 par value, 80,000 shares authorized,
    no shares issued and outstanding at
    September 30, 2001 and December 31, 2000                -               -
  Common stock, $.001 par value, 25,000,000
    shares authorized; 5,357,121 and 4,915,621
    shares  issued and outstanding as of
    September 30, 2001 and December 31, 2000,
    respectively                                        5,357           4,916
  Additional  paid-in  capital                      5,169,879       5,106,595
  Accumulated  deficit                             (5,223,239)     (5,012,806)
                                                 ------------    ------------

          Total  stockholders'  equity                411,997         558,705
                                                 ------------    ------------

                                                 $  1,995,618    $  2,717,991
                                                 ============    ============


                See accompanying notes to financial statements.

                                        5

                              ATOMIC BURRITO, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
   FOR THE THREE MONTHS AND THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000



                             FOR THE THREE MONTHS ENDED     FOR THE NINE MONTHS ENDED
                           SEPTEMBER 30,    SEPTEMBER 30,  SEPTEMBER 30,  SEPTEMBER 30,
                               2001            2000            2001           2000
                           -------------    -------------  -------------  -------------
                           (Unaudited)      (Unaudited)     (Unaudited)    (Unaudited)

REVENUES:
                                                                
  Beverage and food sales   $   409,256     $    744,057   $  1,797,795      2,561,016
  Admission  fees                57,320          169,626        244,772        685,915
  Gain on sale of assets              -                -        675,234              -
  Other  income                  71,326          169,783        232,378        351,160
                            -----------     ------------   ------------     ----------

                                537,902        1,083,466      2,950,179      3,598,091
                            -----------     ------------   ------------     ----------

COSTS  AND  EXPENSES:
  Cost of products
    and services                564,710          936,498      2,257,697      3,077,791
  General and administrative
    expense                      83,885          175,679        332,571        485,908
  Depreciation and
    amortization                 54,382           98,702        187,938        237,136
  Interest  expense              11,440           26,515         85,914         91,238
                            -----------     ------------   ------------     ----------

                                714,417        1,237,394      2,864,120      3,892,073
                            -----------     ------------   ------------     ----------

INCOME (LOSS) BEFORE INCOME
  TAXES                        (176,515)        (153,928)        86,059       (293,982)

PROVISION (BENEFIT) FOR
  INCOME  TAXES                       -          (56,953)      (100,000)      (108,773)

CHANGE IN VALUATION
  ALLOWANCE                           -           56,953              -        108,773
                            -----------     ------------   ------------     ----------

NET INCOME (LOSS) BEFORE
  DISCONTINUED OPERATIONS      (176,515)        (153,928)       (13,941)      (293,982)

LOSS ON DISCONTINUED
  OPERATIONS                    (64,300)        (514,872)      (196,492)      (766,402)
                            -----------     ------------   ------------     ----------

NET INCOME (LOSS)
  BEFORE  DIVIDEND             (240,815)        (668,800)      (210,433)    (1,060,384)

PREFERRED STOCK DIVIDENDS             -          (15,500)             -        (15,500)
                            -----------     ------------   ------------     ----------

NET INCOME (LOSS)
  APPLICABLE TO COMMON
  STOCK                        (240,815)        (684,300)      (210,433)    (1,075,884)

OTHER COMPREHENSIVE LOSS:
  Unrealized losses on
    securities                        -          (50,000)             -        (50,000)
                            -----------     ------------   ------------     ----------

COMPREHENSIVE INCOME
  (LOSS)                    $  (240,815)    $   (734,300)  $   (210,433)    $1,125,884)
                            ===========     ============   ============     ==========

BASIC EARNINGS PER SHARE    $     (0.04)    $      (0.15)  $      (0.04)    $    (0.24)
                            ===========     ============   ============     ==========

DILUTED EARNINGS PER SHARE          N/A              N/A            N/A            N/A
                            ===========     ============   ============     ==========

AVERAGE COMMON AND COMMON
  EQUIVALENT:
    BASIC  SHARES             5,357,121        4,482,003      5,142,414      4,425,987
                            ===========     ============   ============     ==========


                See accompanying notes to financial statements.

                                        6

                              ATOMIC BURRITO, INC.
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED) AND FOR THE YEAR ENDED
                                DECEMBER 31, 2000



                 Series A         Series B         Series C         Series D
              10% Convertible  10% Convertible  10% Convertible  10% Convertible   Common
              Preferred Stock  Preferred Stock  Preferred Stock  Preferred Stock    Stock
                   Value            Value            Value            Value         0.001   Additional                  Total
                    of               of               of               of            par     Paid-In    Accumulated  Stockholders'
                  Shares           Shares           Shares           Shares       Value (1) Capital (1)   Deficit       Equity
              --------------------------------------------------------------------------------------------------------------------
Balance,
  December
                                                                                              
  31, 1999      $  400,000       $         -      $         -      $         -    $ 4,236    $4,754,851 $(3,427,127)  $ 1,731,960

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

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

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

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

Net loss for
  the twelve
  months ended
  December 31,
  2000                   -                 -                -               -           -             -  (1,585,679)   (1,585,679)
              --------------------------------------------------------------------------------------------------------------------

Balance,
  December 31,
  2000             400,000                 -           60,000               -       4,916     5,106,595  (5,012,806)      558,705

Share adjustment
  on Boots, Inc.
  acquisition            -                 -                -               -         100          (100)          -             -

Issuance of
  stock  for
  services
  rendered               -                 -                -               -          91        13,634           -        13,725

Common stock
  issued in
  conversion of
  Rockwell, LLC
  note payable to
  equity                 -                 -                -               -         250        49,750           -        50,000

Net income for
  the nine months
  ended September
  30,  2001              -                 -                -               -           -             -    (210,433)     (210,433)
              --------------------------------------------------------------------------------------------------------------------

Balance,
  September
  30,  2001     $  400,000       $         -      $    60,000      $         -    $ 5,357    $5,169,879 $(5,223,239)  $   411,997
                =================================================================================================================


                See accompanying notes to financial statements.

                                        7

                              ATOMIC BURRITO, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                  Page 1 of 2



                                                         2001          2000
                                                      (Unaudited)   (Unaudited)
                                                      -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss) before discontinued
                                                              
    operations                                        $  (13,941)   $  (309,482)
  Net income (loss) from discontinued operations        (196,492)      (766,402)
  Adjustments to reconcile net loss to net cash
    used  in  operating  activities  -
    Depreciation  and  amortization                      187,938        374,934
    Impairment  write  down                                    -        208,329
    Gain  on  sale  of  assets                          (675,234)             -
    Bad  debt  provision                                 100,000              -
    Deferred  income  tax  expense  (benefit)            100,000              -
    Other                                                 (7,608)             -
    Minority interests in earnings of subsidiaries             -              -
    Changes  in  assets  (increase)  decrease                  -              -
      Accounts and minimum lease payments receivable     (21,007)        66,664
      Due  from  related  parties                        (14,479)       117,683
      Inventories                                         20,440         18,441
      Prepaid  expenses                                   52,504          5,878
      Deposits  and  other  assets                             -        119,293
    Changes in liabilities increase (decrease)  -
      Accounts  payable                                  (70,989)        36,111
      Accrued  expenses                                  (36,886)        22,201
      Dividends  payable                                       -         15,500
                                                      ----------    -----------
        Net  cash  (used  in)
          operating  activities                         (575,754)       (90,850)
                                                      ----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Disposal of property and equipment-net
    of  expenses                                       1,098,965              -
  Sale of investments                                          -         25,000
  Collections of notes receivable                         13,080              -
  Loan  advances                                         (33,645)             -
  Acquisition of property and equipment                  (75,259)      (431,827)
                                                      ----------    -----------

      Net cash provided by (used in)
        investing activities                           1,003,141       (406,827)
                                                      ----------    -----------


CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
     Minority  interest  investments  in  LLC's                -        (79,694)
     Sale of common stock                                      -        152,424
     Sale  of  preferred  stock                                -         60,000
     Borrowings under notes payable and
       capital  leases                                    40,007        260,396
     Repayments of notes payable and capital
       leases                                           (497,217)       (45,971)
                                                      ----------    -----------

         Net cash provided by financing activities      (457,210)       347,155
                                                      ----------    -----------

NET (DECREASE) INCREASE IN CASH                          (29,823)      (150,522)

CASH,  BEGINNING  OF  PERIOD                              78,925        172,622
                                                      ----------    -----------

CASH,  END  OF  PERIOD                                $   49,102    $    22,100
                                                      ==========    ===========


                 See accompanying notes to financial statements.

                                        8

                              ATOMIC BURRITO, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   Page 2 of 2

                                                 2001          2000
                                          (Unaudited)          (Unaudited)
                                                               -----------



                                                         2001          2000
                                                      (Unaudited)   (Unaudited)
                                                      -----------   -----------

SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW  INFORMATION
                                                               
   Cash  paid  for interest                            $  71,638     $  91,238
                                                       =========     =========



SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  TRANSACTIONS
During January 2001, the Company issued 91,500 shares of common stock for public
relations  services  to  be  rendered.  This  transaction was valued at $13,725.

During  January  2001,  the  Company  issued an additional 100,000 shares of its
common  stock  to  complete the exchange for the 20% interest in Incahoots, Ltd.
not owned by the Company. This transaction resulted in a reduction of additional
paid-in  capital  of  $100.

During  June  2001,  the  Company  issued  250,000  shares  of  common  stock in
conversion  of  a  $50,000  note  payable  to  equity.

During May 2001, the Company leased the furniture and equipment from its Houston
location  to  a third party. This transaction was treated as a capital lease for
financial  reporting  purposes  with  no  gain or loss recognized. The Company's
$120,000  basis  in  this  equipment  was reclassified as minimum lease payments
receivable.



                See accompanying notes to financial statements.

                                        9

                              ATOMIC BURRITO, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


Note  1  -  GENERAL

In  the  opinion  of  Atomic  Burrito,  Inc.  (the  "Company"), the accompanying
unaudited  consolidated financial statements contain all adjustments (consisting
of  only  normal  recurring  accruals) necessary to present fairly the Company's
financial  position  as  of September 30, 2001 and the results of its operations
and  cash flows for the three and nine months ended September 30, 2001 and 2000.
These  statements  are  condensed  and,  therefore,  do  not  include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete financial statements. The statements should be read in conjunction
with  the  consolidated  financial  statements  and  footnotes  included  in the
Company's  Annual Report on Form 10KSB for the year ended December 31, 2000. The
results of operations for the three and nine months ended September 30, 2001 and
2000  are  not necessarily indicative of the results to be expected for the full
year.

Operating  results  were  reclassified  for 2000 to segregate  the  discontinued
operations  of  the  Atomic  Burrito  Restaurants  from  continuing  operations.

Note  2  -  MINIMUM  LEASE  PAYMENTS  RECEIVABLE

On  May  15,  2001,  the  Company  entered  into  a  lease  agreement with AB of
Tulsa-II,  LLC  (Lessee)  to sell the furniture equipment and signage previously
used  by  the  Company in the discontinued operations of the Houston, TX, Atomic
Burrito restaurant. The lease agreement provides for a monthly payment of $1,250
through June, 2011 and requires the Lessee to pay any and all property taxes and
to  provide  insurance  on the property throughout the term of the lease. At the
end  of the lease, the Lessee has the option to purchase the property at current
market  value.

Net  investment  in  sales-type  lease  as of September 30, 2001, is as follows:



                                                       
          Minimum  future  lease  payments
               Current  portion                            $   9,746
               Long-term  portion                            108,673
                                                           ---------

                                                             118,419
          Unearned  interest  income                          29,081
                                                           ---------

                                                           $ 147,500
                                                           =========


Minimum  future  lease  payments  receivable  include  the  following:


                                                       
          2001                                            $   4,006
          2002                                                9,934
          2003                                               10,402
          2004                                               10,892
          2005                                               11,404
          Thereafter                                         71,781
                                                          ---------

                                                          $ 118,419
                                                          =========



Note  3-  NOTES  RECEIVABLE

The  Company  had  the  following  notes  receivable  at  September  30,  2001:


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


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

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

           9%  note  receivable  due  from  a
           corporation,  due October 2005                                 33,646

           8%  note  receivable  due  from
           an  individual,  payable  in  monthly
           installments  of  $3,536,  including
           interest,  due September 2007                                 357,712
                                                                      ----------

                                                                         776,358


                                       10




               Less:  Reserve  for  doubtful
                                                                    
               collectibility                                          (450,000)
                                                                     ----------
           Total,  net of reserve for collectibility                    326,358

           Less:  Current portion                                       (27,036)
                                                                     ----------
           Long-term  portion                                        $  299,322
                                                                     ==========


                                       10


Note  4  -  NOTES  RECEIVABLE  FROM  AFFILIATES


        The Company had the following  notes  receivable  due from affiliates as
        of  September 30,  2001:

           6%  note  receivable  due  from  a
                                                                    
           corporation  in March 2001                                  $  44,801

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

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

               Total  notes receivable - affiliates                    $ 574,801
                                                                       =========


        As approved by the Board of Directors,  interest  income on these  notes
        has been waived  through  April,  2003,  contingent  upon the  continued
        waiver  of dividends on the  40,000 shares  of 10% convertible  series A
        preferred stock held by the affiliate.   Through a  plan approved by the
        Board of Directors,  the  Company  offset  a note payable of $35,000 and
        Other  accounts  payable  of  $20,199  against notes receivable from the
        affiliate during the second quarter of 2001.  This plan also includes an
        agreement  to  pay at least 5% of the  principle balance on the $480,000
        receivable  note  annually  beginning  in  2002  until  maturity.

Note  5  -  PROPERTY  AND  EQUIPMENT

        Property and equipment as  of September 30, 2001, include the following:


                                                                   
           Leasehold  and other improvements                          $1,499,214
           Restaurant  and club equipment                                336,855
           Furniture  and fixtures                                       206,623
           Signage                                                        65,378
                                                                      ----------

                                                                       2,108,070
           Less accumulated depreciation                              (1,467,510)
                                                                      ----------
                Total  property and equipment                         $  640,560
                                                                      ==========



                                       11


Note  6  -  DISCONTINUED  OPERATIONS

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

        (1)The Company president resigned and formed Three B's Restaurant Group,
           Inc.(Three  B's),  which  bought  from  the  Company  its  subsidiary
           company,  which  held the  restaurant  concept,  Atomic  Development,
           Inc.(Development)  and two companies which held the majority interest
           in two restaurant locations,  AB of Tulsa-I,  L.L.C.(Tulsa) and AB of
           Wichita-I,  L.L.C.(Wichita)  for $425,000 on November 30, 2000. Three
           B's  acquired  the leases for the two  restaurant  locations  and all
           assets and liabilities of the entities sold. However, the Company was
           required  to reduce  accounts  payable of Tulsa by  $40,000  and loan
           Wichita  $40,000  which is to be repaid  beginning May 30, 2001 at an
           interest rate of 9% per annum with a first payment of $4,000 and $550
           monthly  thereafter until October 31, 2005 with the remaining balance
           being due at that  time.  At June 30, 2001, $32,146 had been advanced
           on  the  note.

           Three B's issued  three  notes as  consideration  for the sale of the
           above mentioned entities, as follows:  Development - $75,000, Tulsa -
           $160,000 and Wichita - $150,000. All notes bear interest at a rate of
           9% per annum,  have monthly  payments  scheduled to commence  June 1,
           2001 with  final  payment  due on  October  31,  2005.  The notes are
           collateralized by all of the assets of the entities acquired by Three
           B's with  requirements  of the  Company  to provide  satisfaction  on
           certain  liabilities of the entities sold to Three B's. In connection
           with this  transaction,  the  Company has  provided  for a reserve of
           $177,000  to cover  future  possible  losses  which  could arise from
           disputes  resulting  in  adjustments  in  amounts  paid on the  notes
           receivable.

        (2)The Company sold its Norman restaurant  location to Atomic Restaurant
           Group,  L.L.C.  (ARG) on September  15,  2000.  The sales price was a
           $370,000 note payable in  installments  at 8% beginning  November 15,
           2000 for  $3,535.91  until paid in full on September  15,  2007.  The
           Company also  sold all its  assets at the  Norman  location  but  was
           still  liable  for  the  liabilities  in the AB of  Norman-I,  L.L.C.
           entity,  which  included  the  obligations  on  the  Norman  location
           equipment.  As of  September  30, 2001, no payments have been made on
           this note.  The Company has provided a   $273,000  reserve  to  cover
           future  possible losses, which could arise from disputes resulting in
           adjustments  in  amounts  paid  on  the  note  receivable.

        The  Houston  and  Oklahoma City  locations  ceased  operations  and the
        equipment  at the Houston  location  was  written down to $120,000.  The
        Company in May 2001 entered into a  lease  agreement  with  Three B's to
        purchase the equipment from the Houston location, which is being used in
        a new  restaurant  location  recently  opened  in  Tulsa.   Property and
        equipment  from  the  Oklahoma City  location  valued  at  approximately
        $146,000 by  the Company, has been moved to a storage facility in Tulsa.
        According  to  Company  management,  Three B's  has  agreed to lease the
        equipment for use  in  a third restaurant location in Tulsa currently in
        development.   All leasehold  improvements at the Oklahoma City location
        reverted  to  the  landlord  of  the  property under mutual agreement to
        cancel  the  remaining  term  of  the  lease.


                                       12


Note  7  -  SALE  OF  WICHITA  CLUB

        On  March 7,  2001,  the  Company  agreed  to the sale of its  nightclub
        business in Wichita,  Kansas for  $1,200,000 in cash.  The sale included
        the equipment and improvements,  the lease, permits and licenses at this
        location, together  with  certain  other  assets at this  location.  The
        Company  closed  on this  sale on April 11,  2001,  realizing  a gain of
        approximately  $675,000  in  connection  with  this  transaction.


















                                       13


PART  1  -  Item  2


Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results  of  Operations


PART  I

Special  Note  Regarding  Forward-Looking  Statements

Certain  statements  in  this  Form  10-QSB  under "Part I, Item 2. Management's
Discussion  and  Analysis of Financial Condition and Results of Operations", and
"Part  II,  Item 1. Legal Proceedings" and elsewhere constitute "forward-looking
statements"  within  the meaning of the Private Securities Litigation Reform Act
of  1995  (the  "Reform Act"). Such forward-looking statements involve known and
unknown risks, uncertainties and other facts which may cause the actual results,
performance  or  achievements  of  Atomic  Burrito, Inc. (the "Company") and its
subsidiaries  and  affiliated  partnerships  to be materially different from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking  statements.  Such factors include, among others, the following:
general  economic  and  business  conditions;  competition; success of operating
initiatives;  development  and  operating  costs;  advertising  and  promotional
efforts; adverse publicity; customer appeal and loyalty; availability, locations
and  terms  of  sites for nightclub development; changes in business strategy or
development plans; quality of management; availability, terms and development of
capital; business abilities and judgment of personnel; availability of qualified
personnel; food, labor and employee benefit costs; changes in, or the failure to
comply  with  government  regulations; regional weather conditions; construction
schedules; and other factors referenced in the Form 10-QSB. The use in this Form
10-QSB  of  such  words  as  "believes", "anticipates", "expects", "intends" and
similar expressions are intended to identify forward-looking statements, but are
not  the  exclusive  means  of  identifying  such statements. The success of the
Company  is  dependent  on  the  efforts  of  the Company and its management and
personnel  and  the  manner  in  which  they  operate  and  develop  stores.

General

The Company owns and operates a western nightclub located in St Louis, Missouri.
During  April,  2001  the Company sold its western nightclub located in Wichita,
Kansas.

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

                                       14

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

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

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

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

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

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

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

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

                                       15


At  December  31,  2000,  the Company recorded an allowance for bad debts in the
amount  of  $350,000 associated with the above described notes.  This charge was
taken  to  the loss on discontinued operations for financial reporting purposes.
At  June 30, 2001, the Company added an additional $50,000 to this allowance for
bad  debts.

In September, 2000, the Company closed its Houston Atomic Burrito location.  The
leasehold  improvements  on  this  location  were  forfeited  to the landlord in
release  from any future lease obligations.  During May 2001 the Company entered
into  a lease agreement to lease the furniture and fixtures from the location to
a  third party.  Terms for the lease call for lease payments of $1,250 per month
over  the  10  year  term  of  the  lease.

In September, 2000, the Company closed its Oklahoma City Atomic Burrito location
and  is  currently  seeking  a  buyer  to take over this location and assume the
lease.  As of June 30, 2000, the Company has reduced the carrying value of these
assets  by $200,000 to reflect the anticipated loss on ultimate disposition.  As
of  June  30,  2001, the Company has placed the furniture and fixtures from this
location  in  storage  and  returned  the  property to the landlord.  Management
believes  it  will  be  able  to recover its remaining basis of $146,421 in this
equipment  by  either  selling  or  leasing  this  equipment  to  third parties.


Liquidity  and  Capital  Resources

As  of  September  30,  2001,  the  Company  had  cash  of  $49,102. This amount
represented  a  decrease  of  $29,823 or 38% from cash at December 31, 2000. The
decrease  in  cash  from year-end reflects proceeds from the sale of the Wichita
nightclub  offset  in  part  by  a $575,665 reduction in liabilities and current
operating  losses  from  operating  activities  of  $13,941  and  the  loss from
discontinued  operations  of  $196,492.

As of September 30, 2001, the Company's working capital position (current assets
minus  current  liabilities)  was  a negative  $(724,373) compared to a negative
$(1,287,457)  at  December 31, 2000. The increase in working capital of $563,084
was  due  primarily  to  a  $445,476  reduction in notes payable combined with a
$107,875  reduction  in  accounts  payable  and  accrued  liabilities.  This
significant improvement in the Company's working capital position is a result of
the  sale  of  the  Wichita  nightclub.

Property  and  equipment  is made up primarily of assets required to operate the
St. Louis nightclub and certain restaurant equipment which the Company is either
leasing  or  attempting  to  dispose  of.  Property  and  equipment decreased by
$792,725 during the nine months ended September 30, 2001.  This decrease was due
primarily  to  the  sale  of  the  Wichita  nightclub.

                                       16


The  deferred  income  tax asset  of $100,000 reflected on the books at December
31,  2000  was  utilized for financial reporting purposes during the nine months
ended September 30, 2001 to offset the tax liability associated with the gain on
the  sale  of  the  Wichita  nightclub.  At  September  30, 2001 the Company had
approximately  $2,800,000  in  deferred tax assets which were fully reserved and
not reflected on the Company's balance sheet at that date.  At December 31, 2000
the  Company  had  approximately  $4,400,000  in net operating losses which will
expire  commencing  in  2013  if  not  utilized.

On  April  10,  2001, the Company sold its Wichita, Kansas night club operations
for  $1,200,000.  This  sale  resulted  in  a gain of $675,234 and provided cash
$1,032,250  to  pay  down existing debts and to finance future expansions of the
night  club  operations.

During  the  nine  months  ended  September  30,  2001, notes receivable from an
affiliated  Company  were  reduced  by  $55,199,  leaving  notes  outstanding at
September 30, 2001 to this affiliate in the amount of $574,801.  No interest has
been  received or accrued on these notes, as the affiliate has waived its rights
to  receive  preferred  stock  dividends.

During  the nine months ended September 30, 2001, notes payable totaling $50,000
were  converted  to  250,000  shares  of  the  Company's  common  stock.

RESULTS  OF  OPERATIONS

Comparison  of  the  Three  Months  Ended  September  30,  2001  and  2000

During  the  quarter ended September 30, 2001 the Company experienced a net loss
of  $(240,815)  as  compared  to  a  loss  of  $(668,800)  for the quarter ended
September  30,  2000.  The  following  analysis  explains  this  change:

Food and Beverage Sales - During the three months ended September 30, 2001, food
and  beverage  sales  decreased  by 45% or $334,801 from $744,057 during 2000 to
$409,256 during 2001.  This decrease is due primarily to the sale of the Wichita
nightclub  on  April  10,  2001.

Admissions  Fees  -  During the three months ended September 30, 2001, admission
fees decreased by 66% or $112,306 from $169,626 in 2000 to $57,320 in 2001. This
decrease  was due in part to the sale of the Wichita nightclub on April 10, 2001
and  in  part  to  the  Company's  policy  of  giving  admissions  fees  to live
entertainment  in  lieu  of  paying  booking  fees  to  these  entertainers.

Other Income - Other income decreased by 58% or $98,457 from $169,783 during the
quarter  ended  September 30, 2000 to $71,326 during the quarter ended September
30, 2001.  This decrease was due primarily to the sale of the Wichita nightclub.

Cost  of  Products and Services - Cost of products and services decreased by 40%
or  $371,788  from  $936,498 in the quarter ended September 30, 2000 to $564,710
during the quarter ended September 30, 2001.  This decrease was due primarily to
the  sale  of  the  Wichita  nightclub.

                                       17

General  and  Administrative  Expenses  -  General  and  administrative expenses
decreased  by  52%  or  $91,794 from $175,679 in the quarter ended September 30,
2000  to  $83,885 during the quarter ended September 30, 2001.  This decrease is
attributable to management's efforts to reduce administrative salaries and other
administrative  costs  as  operating  activities  have  been  reduced.


Depreciation  Expense  -  Depreciation  expense decreased by 45% or $44,320 from
$98,702  during  the  quarter  ended  September  30,  2000 to $54,382 during the
quarter ended September 30, 2001.  This decrease results primarily from the sale
of  the  Wichita  nightclub.

Interest  Expense  -  Interest  expense decreased by 57% or $15,075 from $26,515
during  the quarter ended September 30, 2000 to $11,440 during the quarter ended
September  30,  2001.  This  decrease  is  due  primarily  to reductions in debt
occurring  subsequent  to  the  sale  of  the  Wichita  nightclub.

Loss  From Discontinued Operations - Losses from discontinued operations totaled
$64,300  for  the  quarter  ended  September  30,  2001 as compared to losses of
$514,872  for  the  comparable period in 2000.  During 2000 this loss represents
the net loss incurred by Atomic Burrito restaurants which were being operated at
that  time.  The  loss  for  the  quarter  ended  September 30, 2001 includes an
additional  $50,000 provision for bad debts associated with the notes receivable
received  in  consideration for the  sale of certain restaurant operations along
with  certain  expenses  incurred  on  the  Oklahoma  City and Norman locations.

Comparison  of  the  Nine  Months  Ended  September  30,  2001  and  2000.

During  the  nine  months ended September 30, 2001 the Company experienced a net
loss of $(210,433) as compared to a net loss of $(1,060,384) for the nine months
ended  September  30,  2000.  The  following  analysis  explains  this  change:

Food  and Beverage Sales - During the nine months ended September 30, 2001, food
and  beverage  sales decreased by 30% or $763,221 from $2,561,016 during 2000 to
$1,797,795  during  2001.  This  decrease  is  due  primarily to the sale of the
Wichita  nightclub  on  April  10,  2001.

Admissions  Fees  -  During  the nine months ended September 30, 2001, admission
fees decrease by 64% or $441,143 from $685,915 in 2000 to $244,772 in 2001. This
decrease  was due in part to the sale of the Wichita nightclub on April 10, 2001
and  in  part  to  the  Company's  policy  of  giving  admissions  fees  to live
entertainment  in  lieu  of  paying  booking  fees  to  these  entertainers.

Gain  on  Sale  of Assets - During the nine months ended September 30, 2001, the
Company  recognized  a  $675,234  gain  on  the  sale  of the Wichita nightclub.

Other  Income  -  Other income decreased by 34% or $118,782 from $351,160 during
the  nine  months  ended  September  30, 2000 to $232,378 during the nine months
ended  September  30,  2001.  This decrease was due primarily to the sale of the
Wichita  nightclub.


Cost  of  Products and Services - Cost of products and services decreased by 27%
or  $820,194  from  $3,077,791  in  the  nine months ended September 30, 2000 to
$2,257,697  during  the nine months ended September 30, 2001.  This decrease was
due  primarily  to  the  sale  of  the  Wichita  nightclub.

                                       18


General  and  Administrative  Expenses  -  General  and  administrative expenses
decreased  by  32% or $153,337 from $485,908 for the nine months ended September
30, 2000 to $332,571 for the nine months ended September 30, 2001. This decrease
is  attributable  to  management's efforts to reduce administrative salaries and
other  administrative  costs  as  operating  activities  have  been  reduced.

Depreciation  Expense  -  Depreciation  expense decreased by 21% or $49,198 from
$237,136  during the nine months ended September 30, 2000 to $187,938 during the
nine  months ended September 30, 2001.  This decrease results primarily from the
sale  of  the  Wichita  nightclub.

Interest  Expense  -  Interest  expense  decreased  by 6% or $5,324 from $91,238
during  the  nine  months  ended  September  30, 2000 to $85,914 during the nine
months  ended  September  30,  2001.

Income Tax Expense - During the nine months ended September 30, 2001 the Company
recognized  $100,000  in  income  tax  expense reflecting the utilization of its
deferred tax asset in the amount of $100,000 to offset gains associated with the
sale  of  the  Wichita  nightclub.

Loss  From Discontinued Operations - Losses from discontinued operations totaled
$196,492  for  nine  months  ended  September  30, 2001 as compared to losses of
$766,402  for  the  comparable period in 2000.  During 2000 this loss represents
the net loss incurred by Atomic Burrito restaurants which were being operated at
that  time.  The  loss  for the nine months ended September 30, 2001 includes an
additional  $100,000 provision  for  bad  debts  associated  with  certain notes
receivable  received  in  consideration  for  the  sale  of  certain  restaurant
operations  along with certain expenses incurred on the Oklahoma City and Norman
locations.




PART  II  -  OTHER  INFORMATION

Item  1  -  Legal  Proceedings

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

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

                                       19


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

During  the  third  quarter  of 2001, the Company did not submit any matter to a
vote  of  its  shareholders.

Item  6  -  Exhibits  and  Reports  on  Form  8-K

(a)  Exhibits:
     None

(b)  Reports  on  Form  8-K
     No  reports  8-K  were  filed  during the quarter ended September 30, 2001.


                                   SIGNATURES


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

November  19,  2001                        Atomic  Burrito,  Inc.

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











                                       20