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<SEC-DOCUMENT>0000914317-05-001997.txt : 20050611
<SEC-HEADER>0000914317-05-001997.hdr.sgml : 20050611
<ACCEPTANCE-DATETIME>20050602111601
ACCESSION NUMBER:		0000914317-05-001997
CONFORMED SUBMISSION TYPE:	10-Q/A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20050331
FILED AS OF DATE:		20050602
DATE AS OF CHANGE:		20050602

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FLANIGANS ENTERPRISES INC
		CENTRAL INDEX KEY:			0000012040
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-EATING PLACES [5812]
		IRS NUMBER:				590877638
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		10-Q/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06836
		FILM NUMBER:		05872590

	BUSINESS ADDRESS:	
		STREET 1:		2841 CYPRESS CREEK RD
		CITY:			FORT LAUDERDALE
		STATE:			FL
		ZIP:			33309
		BUSINESS PHONE:		3059749003

	MAIL ADDRESS:	
		STREET 1:		2841 CYPRESS CREEK ROAD
		CITY:			FORT LAUDERDALE
		STATE:			FL
		ZIP:			33309

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BIG DADDYS LOUNGES INC
		DATE OF NAME CHANGE:	19780309

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CASTLEWOOD INTERNATIONAL CORP
		DATE OF NAME CHANGE:	19760222

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MOSAM CORP
		DATE OF NAME CHANGE:	19690415
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q/A
<SEQUENCE>1
<FILENAME>form10qa-69084_flanigan.txt
<TEXT>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                  FORM 10 -Q/A


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

                       For the period ended April 2, 2005
                                       or
                                       --

(_)   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d) OF THE  SECURITIES
      EXCHANGE OF 1934

For the transition period from ________  to _________

Commission File Number  I-6836

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

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

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

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

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 and (2) has been the  subject  to such  filing
requirements for the past 90 days.
Yes  X   No
    ---     ---

Indicate  the number of shares  outstanding  of each of the  issuers  classes of
Common Stock as of the latest practicable date 1,886,575 as of May 17, 2005.


                                       1
<PAGE>

                                EXPLANATORY NOTE:
                                -----------------

This Amendment to Form 10-Q, ( the "Amendment"),  amends our Quarterly Report on
Form 10-Q for the twenty six weeks ended April 2, 2005,  filed on May 17,  2005.
Flanigan's  Enterprises,  Inc.,  (the  "Company"),  has filed this  Amendment to
reflect an increase of $30,000 in the  provision  for income taxes not reflected
in its Consolidated  Condensed Balance Sheet or Unaudited Condensed Consolidated
Statements  of Cash  Flows.  This  Amendment  does not result in a change in the
                             ---------------------------------------------------
Company's   previously  reported  earnings  shown  on  its  Unaudited  Condensed
- --------------------------------------------------------------------------------
Consolidated Statements of Income. The only modifications made in this Amendment
- ---------------------------------
are as follows:

      (i)   in the Condensed Consolidated Balance Sheets,  "Accounts payable and
            accrued expenses" increased by $30,000 to $4,248,000; "Total Current
            Liabilities" increased by $30,000 to $4,902,000; "Retained Earnings"
            decreased by $30,000 to $8,932,000;  and "Total Stockholders Equity"
            decreased by $30,000 to $9,812,000;

      (ii)  in the Unaudited  Condensed  Consolidated  Statements of Cash Flows,
            the "net income"  decreased by $30,000 to  $567,000;  and  "Accounts
            payable and accrued  expenses"  increased by $30,000 to  $1,424,000;
            and

      (iii) as a result  of the  increase  in  "Total  Current  Liabilities"  by
            $30,000,  the Company's  working capital,  (page 24 of the Quarterly
            Report on Form 10-Q),  decreased  by $30,000 to  $2,573,000  and the
            working  capital  for  the  fiscal  quarter  ending  April  2,  2005
            increased  by 13.14% and 20.74%  from the  working  capital  for the
            fiscal  quarter  ending  March 27,  2004 and the fiscal  year ending
            October 2, 2004, respectively.

This Amendment does not reflect  events  occurring  after the filing of the Form
10-Q for the twenty six weeks ending April 2, 2005 and does not modify or update
the  disclosures  therein  in any way other  than as  required  to  reflect  the
amendments described above.


                                       2
<PAGE>

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

                              INDEX TO FORM 10-Q/A
                              --------------------

                                  APRIL 2, 2005
                                  -------------

                         PART I.  FINANCIAL INFORMATION
                                  ---------------------

Item 1.  UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Income -- For the Thirteen and Twenty Six Weeks ended
April 2, 2005 and March 27, 2004 (Unaudited)

Consolidated  Balance Sheets -- As of April 2, 2005  (Unaudited)  and October 2,
2004.

Consolidated  Statements  of Cash Flows -For the Twenty Six weeks ended April 2,
2005 and March 27, 2004.

             Notes to Consolidated Financial Statements (Unaudited)

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

Item 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Item 4.  CONTROLS AND PROCEDURES

                   PART II.  OTHER INFORMATION AND SIGNATURES
                             --------------------------------

Item 1.  Legal Proceedings

Item 2.  Change in Securities

Item 3.  Default upon Senior Securities

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

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8K

Signatures

Exhibit - 31.1

Exhibit - 31.2

Exhibit - 32.1

Exhibit - 32.2


                                       3
<PAGE>

                          FLANIGAN'S ENTERPRISES, INC.
              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     (In Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
                                              Thirteen  Weeks        Twenty Six Weeks
                                                   Ended                   Ended

                                            April 2     Mar. 27     April 2     Mar. 27
                                             2005        2004        2005        2004
                                           --------    --------    --------    --------
<S>                                        <C>         <C>         <C>         <C>
REVENUES:
   Restaurant food sales                   $  7,351    $  7,262    $ 13,949    $ 13,235
   Restaurant bar sales                       1,708       1,747       3,287       3,186
   Package good sales                         3,073       2,957       6,409       5,758
   Franchise related revenues                   200         295         450         614
   Owner's fee                                   37          38          75          92
   Other operating income                        80           2         104          43
                                           --------    --------    --------    --------
                                             12,449      12,301      24,274      22,928
                                           --------    --------    --------    --------

COSTS AND EXPENSES:
  Cost of merchandise sold:
       Restaurant and lounges                 3,171       3,158       6,096       5,750
       Package goods                          2,205       2,121       4,604       4,135
  Payroll and related costs                   3,336       3,443       6,459       6,274
  Occupancy costs                               669         716       1,365       1,303
  Selling, general and
   administrative expenses                    2,470       2,481       4,813       4,732
                                           --------    --------    --------    --------
                                             11,851      11,919      23,337      22,194
                                           --------    --------    --------    --------

Income from operations                          598         382         937         734
                                           --------    --------    --------    --------

OTHER INCOME (EXPENSE):
Interest expense                                (29)        (33)        (58)        (61)
Minority interest in earnings of
consolidated joint ventures                    (197)        (53)       (210)        (99)
Interest  income                                 30          25          41          31
Other                                            34           7          46          22
                                           --------    --------    --------    --------
                                               (162)        (54)       (181)       (107)
                                           --------    --------    --------    --------

Income before Provision for Income Taxes        436         328         756         627

Provision for Income Taxes                      109          76         189         144
                                           --------    --------    --------    --------

Net Income                                 $    327    $    252    $    567    $    483
                                           ========    ========    ========    ========
</TABLE>

                                       4
<PAGE>



                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                     (In Thousands Except Per Share Amounts)

                                   (Continued)
<TABLE>
<CAPTION>
                                            Thirteen  Weeks        Twenty Six Weeks
                                                 Ended                   Ended

                                          April 2     Mar. 27     April 2     Mar 27
                                            2005        2004       2005        2004
                                         =========   =========   =========   =========
<S>                                      <C>         <C>         <C>         <C>
Net Income Per Common Share:
         Basic                           $    0.17   $    0.13   $    0.30   $    0.25
                                         =========   =========   =========   =========
         Diluted                         $    0.17   $    0.13   $    0.29   $    0.25
                                         =========   =========   =========   =========

Weighted Average Shares and Equivalent
            Shares Outstanding
              Basic                      1,904,720   1,927,181   1,910,102   1,927,181
                                         =========   =========   =========   =========
              Diluted                    1,932,531   1,960,042   1,931,575   1,960,715
                                         =========   =========   =========   =========
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                       5
<PAGE>

                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                  APRIL 2, 2005 (UNAUDITED) AND OCTOBER 2, 2004
                                 (In Thousands)


                                     ASSETS

                                           APRIL 2       OCTOBER 2
                                       2005 (Restated)      2004
                                       --------------     -------
Current Assets:

Cash and cash equivalents                  $ 3,555        $ 2,936
Marketable securities                          303            328
Notes and mortgages receivables,
    current maturities, net                     19             25
Due from franchisees                           163             --
Other receivables                              253            271
Inventories                                  2,072          1,650
Prepaid expenses                               996            565
Deferred tax asset                             114            114
                                           -------        -------
         Total Current Assets                7,475          5,889
                                           -------        -------

Property and Equipment                      12,270         12,091
                                           -------        -------

Investments in Joint Ventures                  100            124
                                           -------        -------
Other Assets:

Liquor licenses, net                           347            347
Notes and mortgages receivable, net            122            128
Deferred tax asset                             368            368
Other                                        1,059            827
                                           -------        -------
         Total Other Assets                  1,896          1,670
                                           -------        -------
         Total Assets                      $21,741        $19,774
                                           =======        =======


                                       6
<PAGE>

                  FLANIGAN'S ENTERPRISES, INC, AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                  APRIL 2, 2005 (UNAUDITED) AND OCTOBER 2, 2004

                      LIABILITIES AND STOCKHOLDER'S EQUITY
                                 (In Thousands)


                                                        APRIL 2       OCTOBER 2,
                                                    2005 (Restated)      2004
                                                    ---------------    --------

Current Liabilities:

   Accounts payable and accrued expenses               $  4,248        $  2,824
   Due to franchisees                                       486             767
   Current portion of long term debt                        109              97
   Deferred  revenues                                        59              70
                                                       --------        --------
        Total Current Liabilities                         4,902           3,758
                                                       --------        --------

Long Term Debt, Net of Current Maturities                 1,290           1,217
                                                       --------        --------

Minority Interest in Equity of
 Consolidated Joint Ventures                              5,737           4,698
                                                       --------        --------

Stockholder's Equity:

  Common stock, $.10 par value; 5,000,000 shares
    authorized; 4,197,642 shares issued                     420             420
  Capital in excess of par value                          6,147           6,147
  Retained earnings                                       8,932           8,974
  Accumulated other comprehensive income                     --              25
  Treasury stock, at cost, 2,307,917 shares
      at April 2, 2005 and 2,280,817
      shares at October 2, 2004                          (5,687)         (5,465)
                                                       --------        --------
      Total Stockholders' Equity                          9,812          10,101
                                                       --------        --------
     Total Liabilities and Stockholders' Equity        $ 21,741        $ 19,774
                                                       ========        ========


See accompanying notes to unaudited condensed consolidated financial statements.


                                       7
<PAGE>

                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

         FOR THE TWENTY SIX WEEKS ENDED APRIL 2, 2005 AND MARCH 27, 2004
                                 (In Thousands)

                                                            APRIL 2     MARCH 27
                                                        2005 (Restated)   2004
                                                        --------------  -------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                                   $   567    $   483
Adjustments to reconcile net income
     to net cash provided by operating
     activities:
     Depreciation and amortization                               702        718
     Minority interest in earnings of
        consolidated joint ventures                              210         99
     Recognition of deferred revenue                             (11)        --

     Changes in operating assets and liabilities:
     (Increase) decrease in:
        Due from franchises                                     (163)       180
        Other receivables                                         18        (15)
        Inventories                                             (422)      (269)
        Prepaid expenses                                        (431)       (52)
        Refundable deposit, major supplier                        --         77
        Other assets                                            (232)      (338)
      Increase (decrease) in:
         Accounts payable and accrued expenses                 1,424      1,006
         Due  to franchises                                     (281)       287
                                                             -------    -------
         Net cash provided by operating activities             1,381      2,176
                                                             -------    -------

Cash flows from Investing Activities:

        Collection on notes and mortgages receivable              12         11
        Purchase of property and equipment                      (881)    (1,038)
        Proceeds from certificate of deposit redemption           --        354
        Investment in marketable securities                       --       (172)
        Distributions from unconsolidated joint ventures          24         --
                                                             -------    -------
              Net cash used in investing activities             (845)      (845)


                                       8
<PAGE>

                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

         FOR THE TWENTY SIX WEEKS ENDED APRIL 2, 2005 AND MARCH 27, 2004
                                 (In Thousands)


                                                        APRIL 2      MARCH 27
                                                    2005 (Restated)    2004
                                                    --------------   -------

Cash flows from Financing Activities:
     Payment of long term debt                             (228)        (157)
     Proceeds from long term debt                           313           --
     Dividends paid                                        (609)        (581)
     Purchase of treasury stock                            (223)         (68)
     Distributions to joint ventures
         minority partners                                 (536)        (580)
     Proceeds from joint venture interests                1,365        1,325
     Proceeds from exercise of stock options                  1           31
                                                        -------      -------
Net cash provided by (used in) financing activities          83          (30)
                                                        -------      -------

Net Increase In Cash and Cash Equivalents                   619        1,301

Cash and Cash Equivalents,
    Beginning of Period                                   2,936        1,587
                                                        -------      -------

Cash and Cash Equivalents
    End of Period                                       $ 3,555      $ 2,888
                                                        =======      =======

Supplemental Disclosure for Cash Flow Information:
     Cash paid during period for:
         Interest                                       $    56      $    61
                                                        =======      =======
         Income taxes                                   $    81      $   161
                                                        =======      =======


See accompanying notes to unaudited condensed consolidated financial statements


                                       9
<PAGE>

                  FLANIGAN'S ENTERPRISES, INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  APRIL 2, 2005

(1) BASIS OF PRESENTATION:

The financial  information  for the periods  ended April 2, 2005,  and March 27,
2004 are unaudited. Financial information as of October 2, 2004 has been derived
from the audited financial  statements of the Company,  but does not include all
disclosures required by generally accepted accounting principles. In the opinion
of management,  all  adjustments,  consisting of normal  recurring  adjustments,
necessary for a fair  presentation of the financial  information for the periods
indicated have been included.  For further  information  regarding the Company's
accounting policies,  refer to the Consolidated Financial Statements and related
notes  included in the Company's  Annual Report on Form 10- K for the year ended
October 2, 2004.  Operating  results  for interim  periods  are not  necessarily
indicative of results to be expected for a full year.

(2) EARNINGS PER SHARE:

Statements  of Financial  Accounting  Standards  ("SFAS") No. 128,  Earnings per
share  establishes  standards for computing  and  presenting  earnings per share
("EPS").  This statement requires the presentation of basic and diluted EPS. The
data on Page 5 shows the amounts  used in  computing  earnings per share and the
effects  on income  and the  weighted  average  number of shares of  potentially
dilutive common stock equivalents.

(3)  RECLASSIFICATION:

Certain amounts in the fiscal 2004 financial  statements have been  reclassified
to conform to the fiscal 2005 presentation.

(4) RECENT ACCOUNTING PRONOUNCEMENTS:

In December 2004, the Financial  Accounting Standards Boards ("FASB") issued its
final standard on accounting for share-based  payments  ("SBP"),  FASB Statement
No. 123R (revised 2004),  Share-Based  Payment. The Statement requires companies
to expense the value of employee  stock  options and similar  awards.  Under FAS
123R,  SBP awards  result in a cost that will be  measured  at fair value on the
awards' grant date, based on the estimated number of awards that are expected to
vest. Compensation cost for awards that vest would not be reversed if the awards
expire  without  being  exercised.  The effective  date for public  companies is
interim and annual periods  beginning  after January 1, 2006, and applies to all
outstanding and unvested SBP awards at a company's adoption. Management does not
anticipate  that this Statement will have a significant  impact on the Company's
consolidated financial statements.


                                       10
<PAGE>

(5) INVESTMENT IN JOINT VENTURES:

Pinecrest, Florida

During the third quarter of fiscal year 2003, the Company, as general partner of
the  limited  partnership,  entered  into a Sale of Business  Agreement  for the
purchase of an existing  restaurant in  Pinecrest,  Florida,  which  transaction
closed  during the first  quarter of fiscal  year 2004.  The  purchase  price of
approximately  $340,000  related to the  acquisition of a below market lease and
will therefore be recognized as additional lease expense over the remaining life
of the lease once operation of the restaurant commences. As of April 2, 2005 the
$340,000 is included in the  accompanying  balance  sheet in other  assets.  The
Company agreed to  unconditionally  guaranty the lease for the business premises
in order to procure the consent of the landlord to the  assignment of the lease.
During the second  quarter of fiscal year 2004 and after  removing  the interior
finishes in  anticipation of completing its building plans for the renovation of
business   premises,   the  Company  found  numerous,   substantial   structural
deficiencies which must be rectified prior to any renovations being made.

During the third quarter of fiscal year 2004, the Company, as general partner of
the limited  partnership,  and the landlord  agreed upon the structural  repairs
required, as set forth by the landlord's  engineering firm, and to equally share
the cost thereof in order to minimize  further  delay to the  renovation  of the
business  premises.  During fourth  quarter of fiscal year 2004,  the structural
repairs were made by the  landlord's  contractor.  Upon  submitting its building
plans to Pinecrest,  Florida for review and the issuance of building plans,  the
Company  was  advised  that there  were  structural  problems  that had not been
addressed and other  structural  problems that were not adequately  repaired and
that its building plans would not be reviewed until the structural problems were
rectified.  The  Company,  as general  partner of the  limited  partnership,  is
proceeding with the necessary structural repairs,  while preserving its right to
pursue a claim  against the  landlord  for its  contribution  to any  additional
structural  repairs and  reimbursement  of rent paid while the processing of its
building plans is delayed. The structural repairs should be completed during the
fourth  quarter  of fiscal  year 2005,  after  which the  limited  partnership's
building plans will be processed by Pinecrest,  Florida, building permits issued
and the renovations made to the business premises. The limited partnership still
intends to raise funds  through a private  offering to renovate  the  restaurant
once the renovation costs have been determined. At the end of the second quarter
of  fiscal  year  2005,  the  Company  had  advanced  $ 999,000  to the  limited
partnership,  the use of which included,  but was not limited to, funds to close
on the purchase of the existing business, architectural and engineering fees and
its  contribution to structural  repairs made to date. The Company  continues to
act as a general  partner  and will also be the owner of up to thirty  three and
one-third  percent  limited  partnership  interest.  It is anticipated  that the
renovated restaurant will be open for business by the end of calendar year 2005.

Wellington, Florida

During the fourth quarter of fiscal 2004, a limited  partnership was formed with
the Company as general partner,  which limited  partnership entered into a lease
agreement to own and operate a restaurant  in  Wellington,  Florida.  During the
first quarter of fiscal year 2005, the limited


                                       11
<PAGE>

partnership  completed  its private  offering,  raising the sum of $1,850,000 to
renovate the business  premises for operation as a  "Flanigan's  Seafood Bar and
Grill"  restaurant.  The Company continues to act as general partner and is also
the owner of a twenty six percent  limited  partnership  interest,  as are other
related  parties,  including  but not limited to officers  and  directors of the
Company and their families.  Possession of the business premises was turned over
to the limited  partnership  at the start of the first quarter of fiscal quarter
year 2005,  renovations  are underway and it is  anticipated  that the renovated
restaurant will open for business during the third quarter of fiscal year 2005.

(6) INVESTMENTS:

Investments  in equity  securities  that have  readily  determinable  values are
classified   and   accounted  for  as   available-for-sale.   Available-for-sale
securities are carried at fair value with  unrealized  gains and losses recorded
as a separate  component of accumulated  other  comprehensive  income.  Realized
gains and losses are calculated based on the specific  identification method and
recorded  in "other  income" on the  income  statement.  At April 2, 2005,  cost
approximated fair market value.

(7) INCOME TAXES:

Financial  Accounting  Standards Board Statement No. 109,  Accounting for Income
Taxes, requires among other things,  recognition of future tax benefits measured
at enacted  rates  attributable  to  deductible  temporary  differences  between
financial  statement and income tax basis of assets and  liabilities  and to tax
net operating loss  carryforwards and tax credits to the extent that realization
of said tax  benefits  is more  likely  than  not.  The  deferred  tax asset was
$482,000 as of April 2, 2005 and as of October 2, 2004.

(8) COMMITMENTS AND CONTINGENCIES:

                                   Guarantees

The Company guarantees various leases for franchisees,  limited partnerships and
locations sold in prior years. Remaining rental commitments required under these
leases are approximately  $2,418,000.  The remaining rental commitment as of the
end of the fiscal  quarter  ending  April 2, 2005 only  decreased  by $21,000 as
compared to the remaining  rental  commitments  as of the end of fiscal  quarter
ending January 1, 2005 due to the exercise of a five year renewal option for one
of such leases during the fiscal quarter ending April 2, 2005. In the event of a
default  under  any of these  agreements,  the  Company  will  have the right to
repossess  the premises  and operate the business to recover  amounts paid under
the guarantee either by liquidating assets or operating the business.

                                   Litigation

The Company is a party to various litigation matters incidental to its business.
Certain claims,  suits and complaints arising in the ordinary course of business
have been filed or are pending against the Company.


                                       12
<PAGE>

Certain states have "liquor  liability"  laws which allow a person injured by an
"intoxicated person" to bring a civil suit against the business (or social host)
who served intoxicating  liquors to an already "obviously  intoxicated  person",
know as "dram  shop"  claims.  Florida  has  restricted  its dram shop claims by
statute,  permitting  persons  injured by an "obviously  intoxicated  person" to
bring  court  action  only  against  the  business  which had  served  alcoholic
beverages  to a minor or to an  individual  known to be  habitually  addicted to
alcohol. The Company is generally  self-insured for liability claims, with major
losses partially covered by third-party  insurance carriers.  The extent of this
coverage  varies by year. The Company  currently has no dram shop cases pending.
For further  discussion see the section  headed Legal  Proceedings on page 16 of
the  Company's  Annual  Report on Form 10-K for the fiscal year ended October 2,
2004. The Company  accrues for potential  uninsured  losses based upon estimates
received from legal counsel and its historical experience, when uninsured claims
are  pending.  Such  accrual is  included in the  "Accounts  payable and accrued
expenses". See Note 6 in the Company's Annual Report on Form 10-K for the fiscal
year ended October 2, 2004.

(9) BUSINESS SEGMENTS

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

Information  concerning  the revenues and operating  income for the thirteen and
twenty six weeks ended April 2, 2005 and March 27, 2004, and identifiable assets
for the two segments in which the Company  operates,  are shown in the following
table.  Operating  income is total  revenue  less cost of  merchandise  sold and
operating expenses are shown in the following tables.  Operating income is total
revenue less cost of merchandise  sold and operating  expenses  relative to each
segment.  In computing  operating income,  none of the following items have been
included:  interest expense,  other non-operating  income and expense and income
taxes.  Identifiable  assets by segment  are those  assets  that are used in the
Company's operations in each segment.  Corporate assets are principally cash and
notes and mortgages receivable. The Company does not have any operations outside
of the United States and intersegment transactions are not material.

                                               Thirteen Weeks Ended
                                               April 2     March 27
                                                 2005        2004
                                               -------     -------

Operating Revenues:
         Restaurants                           $ 9,059     $ 9,009
         Retail package stores                   3,073       2,957
         Other revenues                            317         335
                                               -------     -------
                  Total operating revenues     $12,449     $12,301


                                       13
<PAGE>

                                                            Thirteen Weeks Ended
                                                            April 2     March 27
                                                              2005        2004
                                                             -----       -----

Operating Income Reconciled to Income
     before Income Taxes:
         Restaurants                                         $ 697       $ 759
         Retail package stores                                 255          84
                                                             -----       -----
                                                               952         843
         Corporate expenses, net of other
              revenues                                        (354)       (461)
                                                             -----       -----
         Operating Income                                      598         382
         Other                                                (162)        (54)
                                                             -----       -----
         Income Before Income Taxes                          $ 436       $ 328

Depreciation and Amortization:
         Restaurants                                         $ 231       $ 301
         Retail package stores                                  32          13
                                                             -----       -----
                                                               263         314
         Corporate                                              61          44
                                                             -----       -----
Total Depreciation and Amortization                          $ 324       $ 358

Capital Expenditures:
         Restaurants                                         $ 512       $ 217
         Retail package store                                   80           9
                                                             -----       -----
                                                               592         226
         Corporate                                             (34)*        77
                                                             -----       -----
Total Capital Expenditures                                   $ 558       $ 303
  *includes ($72,000) transfer of furniture and fixtures
   from Corporate warehouse to retail package stores.
                                                        Twenty Six Weeks Ended
                                                          April 2     March 27
                                                            2005        2004
                                                          -------     -------

Operating Revenues
         Restaurants                                      $17,236     $16,421
         Retail package stores                              6,409       5,758
         Other revenues                                       629         749
                                                          -------     -------
                  Total operating revenues                $24,274     $22,928

Operating Income Reconciled to Income
     before Income Taxes:
         Restaurants                                      $ 1,355     $ 1,393
         Retail package stores                                450         194
                                                          -------     -------
                                                            1,805       1,587


                                       14
<PAGE>

                                                          Twenty Six Weeks Ended
                                                           April 2     March  27
                                                             2005         2004
                                                           -------      -------
         Corporate expenses, net of other
              revenues                                        (868)        (853)
                                                           -------      -------
          Operating income                                     937          734
             Other                                            (181)        (107)
                                                           -------      -------
             Income Before Income Taxes                    $   756      $   627


Depreciation and Amortization:
         Restaurants                                       $   548      $   581
         Retail package stores                                  63           40
                                                           -------      -------
                                                               611          621
         Corporate                                              91           97
                                                           -------      -------
Total Depreciation and Amortization                        $   702      $   718

Capital Expenditures:

         Restaurants                                       $   763      $   938
         Retail package store                                   89           51
                                                           -------      -------
                                                               852          989
         Corporate                                              29*          49
                                                           -------      -------
Total Capital Expenditures                                 $   881      $ 1,038
  *includes ($72,000) transfers of furniture and fixtures
   from Corporate warehouse to retail package stores.

                                                           April 2    October 2
                                                            2005         2004
                                                           -------     -------
Identifiable Assets:
         Restaurants                                       $10,797     $10,033
         Retail package store                                2,594       2,505
                                                           -------     -------
                                                            13,391      12,538
         Corporate                                           8,350       7,236
                                                           -------     -------
Consolidated Totals                                        $21,741     $19,774
                                                           =======     =======


Item 2.  MANAGEMENTS  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS:

Reported  financial  results may not be indicative  of the financial  results of
future  periods.  All  non-historical  information  contained  in the  following
discussion constitutes  forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Words such as "anticipates,  appears,  expects, trends, intends, hopes,
plans, believes,  seek, estimates,  may, will," and variations of these words or


                                       15
<PAGE>

similar expressions are intended to identify forward-looking  statements.  These
statements  are not  guarantees  of future  performance  and involve a number of
risks and  uncertainties,  including  but not  limited  to  customer  demand and
competitive  conditions.  Factors  that  could  cause  actual  results to differ
materially  are  included  in,  but not  limited  to,  those  identified  in the
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  in the Annual  Report on Form 10-K for the  Company's  fiscal year
ended October 2, 2004 and in this Quarterly  Report on Form 10-Q/A.  The Company
undertakes  no  obligation  to publicly  release the results of any revisions to
these forward-looking  statements that may reflect events or circumstances after
the date of this report.

The Company owns and/or operates full service restaurants, package liquor stores
and an entertainment oriented club (collectively the "units"). At April 2, 2005,
the Company operated 18 units and had equity interests in seven units which have
been franchised by the Company. The table below sets out the changes, if any, in
the type and number of units being operated.


                                 April 2     Oct. 2     Mar  27  Note
                                  2005        2004        2004   Number
                                  ----        ----        ----   ------
Types of Units
- --------------------------------------------------------------------------------
Company owned:
   Combination package
   and restaurant                   4           4           4
   Restaurant only                  2           2           2
   Package store only               5           5           5   (1)

Company Managed
Restaurants Only:
     Limited Partnerships           5           5           5   (2) (3) (4)
     Franchise                      1           1           1

Company Owned Club:                 1           1           1
     Total Company
     Owned/Operated Units          18          18          18

Franchised Units                    7           7           7   (5)

Notes:


(1) During  the  second  quarter of fiscal  year  2001,  the  Company  completed
renovations  to its new  corporate  offices and  relocated to the same.  The new
corporate  offices consist of a two (2) story building,  with space set aside on
the ground floor for a package  liquor store.  The Company filed an  application
for its building  permits  during the third quarter of fiscal year 2002,  but is
still  involved  in  litigation  with  the  adjacent  shopping  center  over the
Company's  right  to  non-exclusive   parking  in  the  shopping   center.   The
construction of the package liquor store has been


                                       16
<PAGE>

postponed  until the  litigation is concluded,  which should occur during fiscal
year 2005. This package liquor store is not included in the table of units.

(2)  During the third  quarter of fiscal  year  2003,  the  Company,  as general
partner of the limited  partnership,  entered into a Sale of Business  Agreement
for  the  purchase  of  an  existing  business  in  Pinecrest,   Florida,  which
transaction closed during the first quarter of fiscal year 2004. The Company, as
general  partner  of the  limited  partnership,  is  proceeding  with  necessary
structural  repairs,  while  preserving  its right to pursue a claim against the
landlord  for  its  contribution  to  the  additional   structural  repairs  and
reimbursement  of rent  paid  while  the  processing  of its  building  plans is
delayed. The structural repairs should be completed during the fourth quarter of
fiscal year 2005, after which the limited  partnership's  building plans will be
processed by Pinecrest,  Florida,  building  permits issued and the  renovations
made to the business premises.  It is anticipated that the renovated  restaurant
will be open for  business by the end of calendar  year 2005 and is not included
in the table of units.

(3) During the third  quarter of fiscal  year 2003,  a limited  partnership  was
formed with the Company as general partner,  which limited  partnership  entered
into a lease  agreement  to own and operate a restaurant  in a Howard  Johnson's
Hotel in Stuart,  Florida.  During the fourth  quarter of fiscal year 2003,  the
limited  partnership  raised  funds  through a private  offering to renovate the
business  premises  for  operation  as a  "Flanigan's  Seafood  Bar  and  Grill"
restaurant.  The  Company  acts as  general  partner  and owns a twelve  percent
limited partnership interest.  The restaurant opened for business on January 11,
2004.

(4) During the fourth  quarter of fiscal year 2004,  a limited  partnership  was
formed with the Company as general partner,  which limited  partnership  entered
into a lease  agreement to own and operate a restaurant in  Wellington,  Florida
under the  "Flanigan's  Seafood  Bar and  Grill"  servicemark.  During the first
quarter of fiscal year 2005,  the limited  partnership  raised  funds  through a
private  offering  to  renovate  the  business   premises  for  operation  as  a
"Flanigan's  Seafood  Bar and Grill"  restaurant.  The  Company  acts as general
partner  and owns a twenty  six  percent  limited  partnership  interest.  It is
anticipated  that the  renovated  restaurant  will open for business  during the
third quarter of fiscal year 2005 and is not included in the table of units.

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

         Results of Operation
                                          Thirteen Weeks Ended
                                    April 2,                 Mar. 27,
                                     2005                      2004
                                Amount Percent            Amount Percent
                                --------------            --------------
                                (In Thousands)            (In Thousands)

Restaurant food sales        $ 7,351        60.59      $ 7,262        60.68
Restaurant bar sales           1,708        14.07        1,747        14.60



                                       17
<PAGE>

Package goods sales            3,073        25.34        2,957        24.72
                             -------       ------      -------       ------

Total sales                  $12,132       100.00      $11,966       100.00

Franchise related revenues       200                       295
Owners fee                        37                        38

Other operating income            80                         2
                             -------                   -------

Total Revenue                $12,449                   $12,301
                             =======                   =======


                                      Twenty Six Weeks Ended
                                  April 2,               Mar. 27,
                                   2005                    2004
                               Amount Percent         Amount Percent
                               --------------         --------------
                               (In Thousands)         (In Thousands)

Restaurant food sales        $13,949      59.00    $13,235     59.67
Restaurant bar sales           3,287      13.88      3,186     14.36
Package goods sales            6,409      27.12      5,758     25.97
                             -------     ------    -------   -------
Total sales                  $23,645     100.00    $22,179    100.00

Franchise related revenues       450                   614
Owners fee                        75                    92

Other operating income           104                    43
                             -------               -------
Total Revenue                $24,274               $22,928
                             =======               =======

As the table above illustrates,  total revenues increased by 1.20% and 5.87% for
the thirteen  weeks and twenty six weeks of fiscal year 2005,  respectively,  as
compared to the total  revenues for the  thirteen  weeks and twenty six weeks of
fiscal year 2004.  The increase in total  revenue for the twenty six weeks,  was
primarily  due to the  restaurant  in Stuart,  Florida  being open for the first
quarter of fiscal year 2005 and the package  goods store in  Hollywood,  Florida
being open for the entire  first  quarter of fiscal  year 2005.  Total  revenues
should  continue to increase due to the opening of the restaurant in Wellington,
Florida  during  the third  quarter  of fiscal  year  2005.  The  restaurant  in
Pinecrest,  Florida will not open for  business  prior to the end of fiscal year
2005 and will not contribute to total revenues during the fiscal year.

Restaurant  food  sales  represented  60.59%  and  59.00% of total  sales in the
thirteen  weeks and  twenty  six weeks of fiscal  year  2005,  respectively,  as
compared  to 60.68% and 59.67% of total sales in the  thirteen  weeks and twenty
six weeks of fiscal  year 2004  respectively.  The weekly  average of same store
restaurant  food sales,  which now  includes  three joint  ventures  restaurants
instead of one,  were $437,403 and $423,762 for the twenty six weeks ended April
2, 2005 and March 27,  2004,  respectively,  an  increase  of 3.2%.  The  weekly
average of same store  restaurant  food sales were $463,403 and $452,271 for the
thirteen  weeks,  ended  April 2,  2005 and  March 27,  2004,  respectively,  an
increase of 2.4%.  The increase in  restaurant  food sales for both the


                                       18
<PAGE>

thirteen weeks and the twenty six weeks of fiscal year 2005 is due to menu price
increases  and the  continued  increase  in the  weekly  average  of same  store
restaurant  food  sales.  Restaurant  food sales  should  continue  to  increase
throughout the balance of the fiscal year due to additional menu price increases
instituted  subsequent  to the  end of the  second  fiscal  quarter  to  off-set
increased costs,  especially higher payroll costs due to the new Florida minimum
wage, effective May 2, 2005.

Restaurant  bar  sales  represented  14.07%  and  13.88%  of total  sales in the
thirteen  weeks and  twenty  six weeks of fiscal  year  2005,  respectively,  as
compared  to 14.60% and 14.36% of total sales in the  thirteen  weeks and twenty
six  weeks  of  fiscal  year  2004,  respectively.  Restaurant  bar  sales  were
$1,708,000  and  $1,747,000 for the thirteen weeks ended April 2, 2005 and March
24, 2004 respectively,  a decrease of 2.2%. Restaurant bar sales were $3,387,000
and  $3,186,000 for the twenty six weeks ended April 2, 2005 and March 27, 2004,
respectively,  an increase of 3.2%.  Restaurant bar sales  decreased  during the
thirteen  weeks ended April 2, 2005 due  primarily to the decrease in restaurant
bar sales generated by the joint venture  restaurant in Stuart,  Florida,  which
had just opened for business during the thirteen weeks ended March 27, 2004, and
the joint  venture  restaurant  in  Weston.  Florida  which  has been  adversely
affected by four (4)  competitors  who have opened for business in the immediate
vicinity  since  the  beginning  of the  calendar  year.  Restaurant  bar  sales
increased  during the twenty six weeks ended April 2, 2005 due  primarily to the
joint venture restaurant in Stuart, Florida being open for the entire twenty six
weeks versus thirteen weeks of the prior fiscal year. The weekly average of same
store  restaurant  bar sales were  $100,653 and $96,176 for the twenty six weeks
ended April 2, 2005 and March 27, 2004,  respectively,  an increase of 4.7%. The
weekly average of same store restaurant bar sales were $105,079 and $100,079 for
the  thirteen  weeks ended April 2, 2005 and March 27,  2004,  respectively,  an
increase of 5.0% The  increase in weekly  average of same store  restaurant  bar
sales for both the  thirteen  weeks and twenty six weeks of fiscal  year 2005 is
consistent with the increase in the weekly average of same store restaurant food
sales and is also attributed to promotions  designed to increase  restaurant bar
sales.  Subsequent  to the end of the second  quarter of fiscal  year 2005,  the
Company introduced  additional  promotions  designed to increase  restaurant bar
sales, without jeopardizing the Company's perception as a family restaurant.

Package goods sales represented 25.34% and 27.12% of total sales in the thirteen
weeks and twenty six weeks of fiscal  year 2005,  respectively,  as  compared to
24.72% and 25.97% of total sales in the  thirteen  weeks and twenty six weeks of
fiscal year 2004,  respectively.  The weekly  average of same store package good
sales were  $223,743  and  $210,468 for the twenty six weeks ended April 2, 2005
and March 27, 2004,  respectively,  an increase of 6.3%.  The weekly  average of
same store package sales were $215,649 and $213,520 for the thirteen weeks ended
April 2, 2005 and March 27, 2004 respectively, an increase of 1.0%. The increase
was  primarily  due to  increased  volume.  Package  good sales are  expected to
continue increasing through the balance of fiscal year 2005 due to the continued
increase in the weekly average of same store package sales.

The gross profit margin for  restaurant  and bar sales was 65.00% and 65.42% for
the  thirteen  weeks ended April 2, 2005 and March 27, 2004,  respectively.  The
gross profit margin for the  restaurant  and bar sales was 64.63% and 65.41% for
the twenty six weeks ended April 2, 2005


                                       19
<PAGE>

and March 27, 2004, respectively. The gross profit margin for restaurant and bar
sales for the  thirteen  weeks  and  twenty  six weeks of fiscal  year 2005 were
adversely  effected  by higher  food  costs,  especially  the cost of ribs.  The
Company's  annual  contract with its rib supplier for calendar year 2005 is at a
more favorable cost than the expiring  annual  contract from calendar year 2004,
but at the start of the thirteen  weeks ending March 27, 2004, the Company still
had ribs  remaining  from its annual  contract  from  calendar  year 2003,  at a
significantly  lower cost. The Company has offset these  increased food costs by
menu price increases and will continue to do so, where  competitively  possible,
through the remainder of fiscal year 2005.

The gross profit  margin for package  goods stores was 28.25% and 28.27% for the
thirteen weeks ended April 2, 2005 and March 27, 2004,  respectively.  The gross
profit  margin for package goods stores was 28.16% and 28.19% for the twenty six
weeks ended April 2, 2005 and March 27, 2004,  respectively.  The consistency in
gross  profit is  attributed  to the  purchase  of "close  out" and  merchandise
reduction from  wholesalers and the continued  implementation  of a new training
program for package store  employees.  The gross profit margin for package goods
sales is expected to remain constant through the balance of fiscal year 2005.

Operating Costs and Expenses

Operating  costs and expenses were $ 11,851,000 and $11,919,000 for the thirteen
weeks ended April 2, 2005 and March 27, 2004 respectively,  a decrease of 0.57%.
Operating costs and expenses were $23,337,000 and $22,194,000 for the twenty six
weeks  ended  April 2, 2005 and March 27,  2004,  respectively,  an  increase of
5.15%. The decrease in operating costs and expenses for the thirteen weeks ended
April 2,  2005 was  primarily  due to the  opening  costs of the  restaurant  in
Stuart, Florida during the second quarter of fiscal year 2004 and efforts by the
Company to reduce costs,  where  possible.  The increase in operating  costs and
expenses for the twenty six weeks ended April 2, 2005 was  primarily  due to the
operation  of the  restaurant  in Stuart,  Florida  during the first  quarter of
fiscal year 2005 and the package  goods store in  Hollywood,  Florida being open
for the entire first quarter of fiscal year 2005, as well as a general  increase
in overall  operating  costs and  expenses.  Operating  costs and  expenses  are
expected to continue increasing through the balance of fiscal year 2005 with the
anticipated  opening of the restaurant in  Wellington,  Florida during the third
quarter of fiscal year 2005 and a general  increase in overall  operating  costs
and  expenses,  including but not limited to food costs.  The new  restaurant in
Pinecrest,  Florida will not be open for  business,  nor will it be preparing to
open for  business  prior to the end of fiscal  year  2005,  so the  opening  or
preparation  for opening of the new  restaurant in  Pinecrest,  Florida will not
increase operating costs and expenses for the balance of the fiscal year.

Payroll and related costs were  $3,336,000 and $3,443,000 for the thirteen weeks
ended  April 2, 2005 and March  27,  2004  respectively,  a  decrease  of 3.11%.
Payroll and related  costs were  $6,459,000  and  $6,274,000  for the twenty six
weeks  ended  April 2, 2005 and March 27,  2004,  respectively,  an  increase of
2.95%.  The decrease in payroll for the  thirteen  weeks ended April 2, 2005 was
due primarily to the increased  labor costs  associated  with the opening of the
restaurant in Stuart, Florida during the second quarter of fiscal year 2004. The
increase in payroll and related  costs for the twenty six weeks  ending April 2,
2005 was due to the operation of the  restaurant in Stuart,  Florida and the new
package store in Hollywood, Florida for the entire


                                       20
<PAGE>

twenty six weeks. Payroll and related costs will increase through the balance of
fiscal year 2005 primarily due to the new Florida  minimum wage which  increased
the  minimum  wage paid to "tipped"  employees  from $2.13 per hour to $3.13 per
hour  effective May 2, 2005,  subject also to an annual  increase based upon the
percentage  increase  in the cost of living  index,  and with the opening of the
restaurant  in  Wellington,  Florida.  The  Company  had no  alternative  but to
increase menu prices to offset  anticipated higher payroll and related costs due
to the increase in the Florida minimum wage.

Occupancy costs which include rent, common area  maintenance,  repairs and taxes
were $669,000 and $716,000 for the thirteen  weeks ended April 2, 2005 and March
27, 2004 respectively,  a decrease of 6.56%. Occupancy costs were $1,365,000 and
$1,303,000  for the twenty  six weeks  ended  April 2, 2005 and March 27,  2004,
respectively,  an increase of 4.76%.  The  decrease in  occupancy  costs for the
thirteen  weeks ended April 2, 2005 was due to the payment of past due  property
taxes during the thirteen  weeks ended March 27, 2004. The increase in occupancy
costs for the  twenty  six weeks  ended  April 2, 2005 is  accounted  for by the
payment of rent for the  restaurant in Pinecrest,  Florida for the entire twenty
six weeks versus  thirteen weeks of the prior fiscal year.  Occupancy costs will
continue to increase through the balance of fiscal year 2005 with the payment of
rent for the  restaurant  in  Wellington,  Florida  commencing  during the third
quarter of fiscal year 2005.

Selling,  general and administrative expenses were $2,470,000 and $2,481,000 for
the  thirteen  weeks ended  April 2, 2005 and March 27,  2004,  respectively,  a
decrease of 0.44%. Selling,  general and administrative expenses were $4,813,000
and  $4,732,000 for the twenty six weeks ended April 2, 2005 and March 27, 2004,
respectively,  an  increase  of 1.71%.  The  decrease  in  selling,  general and
administrative  expenses  for the  thirteen  weeks  ended  April 2, 2005 was due
primarily to the costs  associated with the opening of the restaurant in Stuart,
Florida during the second quarter of fiscal year 2004, as well as efforts by the
Company to reduce costs,  where possible.  The increase in selling,  general and
administrative  expenses for the twenty six weeks ended April 2, 2005 was due to
the opening of the  restaurant  in Stuart,  Florida and the new package store in
Hollywood,  Florida  being  open  for the  entire  twenty  six  weeks;  expenses
associated with the restaurants in Wellington,  Florida and Pinecrest,  Florida;
and an overall increase in expenses generally.

New Joint Venture Restaurants

As the Company opens new joint venture  restaurants  on a more regular basis the
Company's income from operations will be adversely  affected by the higher costs
associated  with the opening of the same. To insure that a new restaurant  opens
with the high quality of service for which the Company is known, the Company has
a select group of employees,  known as "new restaurant  openers",  who travel to
new  restaurants for that purpose.  "New restaurant  openers" may spend up to 90
days at a new  restaurant.  If the new joint  venture  restaurant  is not local,
lodging has to be provided for the "new restaurant openers", which increases the
opening costs  significantly.  To date, lodging for "new restaurant openers" has
only been provided for the new joint venture restaurant in Stuart,  Florida.  In
addition,  immediately  prior to the opening of a new restaurant and in order to
provide a "test run" for the same, the Company sponsors  pre-opening parties for
its joint venture investors and the Company employees.


                                       21
<PAGE>

In addition,  the pre-opening rent is generally less for new leases, rather than
the  purchase  of an existing  location  which  includes  the  assumption  of an
existing  lease.  In the case of the joint  venture  restaurant  in  Wellington,
Florida,  subsequent to the end of the second  quarter of fiscal year 2005,  the
Company,  as general  partner of the  limited  partnership  which owns the joint
venture  restaurant,  extended  the  period of time in the lease  agreement  for
renovations prior to the commencement of the lease to two hundred ten (210) days
by adding two (2) months to the  initial  term of the lease.  It is  anticipated
that the restaurant  will be renovated and open for business  within two hundred
forty (240)  days,  in which  event,  pre-opening  rent should  still not exceed
$18,000.  As of April 2,  2005,  the  pre-opening  rent  paid for the new  joint
venture in Pinecrest,  Florida aggregated  $255,000 and continues at $17,000 per
month.

During the  thirteen  weeks and twenty six weeks ended April 2, 2005,  the joint
venture  in  Wellington,   Florida  reported  losses  of  $60,597  and  $163,967
respectively and the joint venture  restaurant in Pinecrest,  Florida,  which is
still undergoing structural repairs at this time, reported losses of $70,404 and
$150,818  respectively,  thus reducing  income from  operations for the thirteen
weeks and twenty six weeks  ending  April 2, 2005.  During the balance of fiscal
year 2005,  income from  operations  will be  adversely  affected by the opening
costs still to be incurred for the new joint venture  restaurants in Wellington,
Florida and Pinecrest, Florida.

Trends

During  the  next  twelve  months  management  expects  continued  increases  in
restaurant  sales, due primarily to the opening of the restaurant in Wellington,
Florida and Pinecrest,  Florida and continued increases in same store restaurant
sales.  Package  good sales are also  expected  to  increase  due  primarily  to
increases in same store package goods sales.  At the same time,  management also
expects  higher food costs,  payroll costs and an overall  increase in expenses.
The  Company has  already  raised some of its menu prices to offset  higher food
costs  and  payroll  costs and will  continue  to do so  wherever  competitively
possible.  During the next  twelve  months,  management  projects an increase in
overall profit before income tax.

Liquidity and Capital Resources

Cash Flows

The following  table is a summary of the Company's cash flows for the twenty six
weeks of fiscal years 2005 and 2004.

                                            Twenty Six Weeks Ended
                                              April 2    Mar. 27
                                                2005       2004
                                              ------------------
                                                 (In Thousands)

Net cash provided by
   operating activities                       $ 1,381    $ 2,176
Net cash  (used in)



                                       22
<PAGE>

    investing activities                         (845)      (845)
Net cash provided by (used in)
    financing activities                           83        (30)
                                              -------    -------


 Net Increase  in Cash and Cash Equivalents       619      1,301
 Cash and Cash Equivalents,  Beginning          2,936      1,587
                                              -------    -------

 Cash and Cash Equivalents, Ending            $ 3,555    $ 2,888
                                              =======    =======


On December 9, 2004, the Company  declared a cash dividend of 32 cents per share
payable on January 28, 2005 to the shareholders of record on January 14, 2005.

On December 18, 2003 the Company  declared a cash dividend of 30 cents per share
payable on January 15, 2004 to shareholders of record on December 30, 2003.

Capital Expenditures

The  Company had  additions  to fixed  assets of $881,000  during the twenty six
weeks ended April 2, 2005 as  compared  to  $1,038,000  for the twenty six weeks
ended March 27, 2004 and  $1,873,000  for the fiscal year ended October 2, 2004.
The  additions to fixed  assets  during the twenty six weeks ended April 2, 2005
included  the  renovations  to  the  business  premises  of  the  restaurant  in
Wellington,  Florida,  while the addition to fixed assets  during the twenty six
weeks ended March 27, 2004 included the renovations to the business  premises of
the restaurant in Stuart, Florida.

All of the Company's  units  require  periodic  refurbishing  in order to remain
competitive.  The budget for fiscal year 2005 for the foregoing is $325,000. The
Company expects the funds for these improvements to be provided from operations.
In  addition,  during  the  first  quarter  of fiscal  year  2005,  the  limited
partnership  which owns the  restaurant  in  Wellington,  Florida  completed its
private offering, raising the sum of $1,850,000 towards capital expenditures for
fiscal year 2005. It is anticipated that the joint venture in Pinecrest, Florida
will require approximately  $2,800,000 in capital expenditures,  the majority of
which will be raised through a private offering.

Long Term Debt

As of the fiscal quarter ending April 2, 2005, the Company had long term debt of
$1,399,000,  compared to $1,446,000 and $1,314,000 for the fiscal quarter ending
January 1, 2005 and the fiscal  year  ending  October  2, 2004  respectively,  a
decrease of 3.3% from the fiscal  quarter ending January 1, 2005 and an increase
of 6.5% from the fiscal year ending  October 2, 2004.  The decrease in long term
debt as of the fiscal  quarter  ending  April 2, 2005 when  compared to the long
term debt as of the fiscal  quarter  ending  January 1, 2005  includes a $16,500
discount on the  re-financing of a purchase money chattel mortgage by one of the
limited partnerships. The


                                       23
<PAGE>

increase in long term debt as of the fiscal quarter  ending April 2, 2005,  when
compared  to long  term debt as of the  fiscal  year  ending  October  2,  2004,
includes the unsecured $100,000 loan from Bank Atlantic and two (2) secured auto
loans, in the aggregate amount of $65,000,  originating during the first quarter
of fiscal year 2005.

Working Capital

The table below summarizes the current assets, current liabilities,  and working
capital for the fiscal  quarters ended April 2, 2005, and March 27, 2004 and the
fiscal year ended October 2, 2004.

                       April 2,  Mar. 27,  Oct. 2,
     Item                 2005     2004     2004
                         ------   ------   ------
                              (In Thousands)

Current Assets           $7,475   $6,378   $5,889
Current Liabilities       4,902    4,104    3,758
                         ------   ------   ------
Working Capital           2,573    2,274    2,131

Working  capital for the fiscal quarter ending April 2, 2005 increased by 13.14%
and 20.74% from the working capital for the fiscal quarter ending March 27, 2004
and the fiscal  year  ending  October 2, 2004,  respectively.  The  increase  in
working capital is due to the completion of the private  offering by the limited
partnership  owning  the  restaurant  in  Wellington,  Florida  during the first
quarter of fiscal year 2005. In addition,  the Company made minimal  advances in
excess of the monthly rent paid for the restaurant in Pinecrest,  Florida during
the second quarter of fiscal year 2005.

Management believes that positive cash flow from operations will adequately fund
operations,  debt reductions and planned capital expenditures during the balance
of fiscal year 2005.  However, it is also anticipated that during the balance of
fiscal year 2005,  working  capital  will be adversely  affected by  investments
and/or  advances  made by the Company to the limited  partnership  in Pinecrest,
Florida pending  reimbursement  of advances made by the Company in excess of its
investment once the private offering by the limited partnership is completed and
the  exercise  by the Company of its option to purchase  the real  property  and
ground lease of one location currently leased by the Company.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The Company  does not  ordinarily  hold market risk  sensitive  instruments  for
trading  purposes but as of April 2, 2005 holds one equity security at a cost of
$303,000 to receive dividend payments and for the Company to satisfy debt in the
future. There is no assurance that market price will increase or decrease in the
next year. Even if the price of the equity  security  decreased by 10% below its
cost,  results of operations would be reduced by $30,000,  an amount  management
considers immaterial.

Interest Rate Risk


                                       24
<PAGE>

At April 2, 2005,  the Company  has two debt  arrangements  which have  variable
interest rates. For one of these  instruments,  a mortgage note, the Company has
entered into an interest  rate swap  agreement to hedge the interest  rate risk.
The  mortgage  note has an  outstanding  principal  balance  at April 2, 2005 of
$824,219.

During  the first  quarter  of fiscal  year 2005,  the  Company  closed on a new
unsecured loan from Bank Atlantic,  in the principal  amount of $100,000,  which
funds are to be used in connection  with the Company's  exercise of an option to
purchase the real  property and take an  assignment  of a ground lease at one of
its locations.  The promissory note has a variable interest,  at prime, but even
if interest rates  increased by 10%,  results of operations  would be reduced by
less than $10,000, an amount management considers immaterial.

At April 2, 2005, the Company's cash resources earn interest at variable  rates.
Accordingly,  the Company's return on these funds is affected by fluctuations in
interest rates.  Any decrease in interest rates will have negative effect on the
Company's earnings. In addition,  the Company incurs interest charges on debt at
variable  rates,  which to the extent the Company has not entered into  interest
rate swap agreements to hedge this risk, could  negatively  impact the Company's
earnings.  There is no assurance  that interest  rates will increase or decrease
over the next fiscal year.

Item 4.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Within the ninety (90) day period prior to the filing of this quarterly  report,
our  Chief  Executive  Officer  and  Chief  Financial  Officer  have,  with  the
participation  of management and the  assistance of an  independent  third party
expert, evaluated the effectiveness of the design and operation of the Company's
"disclosure  controls and procedures" (as defined in the Securities Exchange Act
of 1934 ("Exchange  Act") Rule 13a-15(e) of 15d-15(e)).  It is the conclusion of
our Chief  Executive  Officer and Chief  Financial  Officer that such disclosure
controls  and  procedures  operate  such  that  important  information  flows to
appropriate  collection  and  disclosure  points  in a  timely  manner  and  are
effective in ensuring that material  information is accumulated and communicated
to management and made known to the Chief Executive  Officer and Chief Financial
Officer  particularly  during the period in which this report was  prepared,  as
appropriate, to allow timely decisions regarding timely disclosure. In designing
and evaluating the disclosure  controls and  procedures,  management  recognizes
that any system of controls  and  procedures,  no matter how well  designed  and
operated,  is subject to limitations,  including the exercise of our judgment in
evaluating the same. As a result,  there can be no assurance that our disclosure
controls and procedures will prevent all errors.

(b) Change in Internal Control over Financial Reporting

During the second quarter of fiscal year 2005,  the Company  continued to assess
the  effectiveness  of our "internal  controls over  financial  reporting" on an
account by account  basis as a part of our  on-going  accounting  and  financial
reporting review process. The assessments were made by


                                       25
<PAGE>

management,  under the  supervision of our Chief Financial  Officer.  We made no
changes in our  internal  control  over  financial  reporting  during the fiscal
quarter ending April 2, 2005 that materially affected,  or are reasonably likely
to materially affect,  the Company's internal control over financial  reporting.
Notwithstanding,  the  effectiveness  of our  system of  internal  control  over
financial  reporting is subject to  limitations,  including  the exercise of our
judgment in evaluating the same. As a result, there can be no assurance that our
internal control over financial reporting will prevent all errors.

                           PART II - OTHER INFORMATION

Item 1 - Legal Proceedings:  See "Litigation" on page 12 of this report and Item
1 and Item 3 to Part 1 of the  Annual  Report on Form 10-K for the  fiscal  year
ended  October 2, 2004 for a discussion of other legal  proceedings  resolved in
prior years.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds: None

Item 3 - Defaults Upon Senior Securities: None

Item 4 - Submission of Matters to a Vote of Security Holders: None

Item 5 - Other Information: None

Item 6 - Exhibits and Reports on Form 8-K

a. Exhibits: Exhibits 31.1, 31.2, 32.1 and 32.2 (Certifications)

b. Form 8-K - None


                                   SIGNATURES
                                   ----------

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned  thereto duly  authorized.  The information  furnished  reflects all
adjustments to the statement of the results for the interim period.



                          FLANIGAN'S ENTERPRISES, INC.


Date:  June 2, 2005               /s/  James G. Flanigan
       ------------               -------------------------------------
                                  JAMES G. FLANIGAN
                                  Chief Executive Officer and President


Date:  June 2, 2005               /s/ Jeffrey D. Kastner
       ------------               -------------------------------------
                                  JEFFREY D. KASTNER
                                  Chief Financial Officer and Secretary




                                       26

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>ex31-1.txt
<TEXT>

                                  EXHIBIT 31.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I,  James G. Flanigan,  certify that:

      1.    I have  reviewed  this  amended  quarterly  report on Form 10-Q/A of
            Flanigan's Enterprises, Inc. for the period ended April 2, 2005;

      2.    Based  on my  knowledge,  this  amended  quarterly  report  does not
            contain any untrue  statement of a material  fact or omit to state a
            material fact necessary to make the statements made, in light of the
            circumstances  under which such statements were made, not misleading
            with  respect  to the  periods  covered  by this  amended  quarterly
            report;

      3.    Based on my knowledge,  the consolidated  financial statements,  and
            other  financial  information  included  in this  amended  quarterly
            report,  fairly  present in all material  respects of the  financial
            condition, results of operations and cash flows of the registrant as
            of, and for, the periods presented in this amended quarterly report;

      4.    The registrant's other certifying officers and I are responsible for
            establishing and maintaining  disclosure controls and procedures (as
            defined  in  Exchange  Act  Rules  13a-  15(e)  and  15(e))  for the
            registrant and internal control over financial reporting (as defined
            in  Exchange  Act  Rules   13(a)-15(c)  and  15  (d)-15(f)) for  the
            registrant and have:

            a) designed such  disclosure  controls and procedures or caused such
            disclosure   controls  and   procedures  to  be  designed  under  my
            supervision  to ensure  that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this amended quarterly report is being prepared;


                                       27
<PAGE>

            b) designed  such  internal  control over  financial  reporting,  or
            caused such internal control over financial reporting to be designed
            under my supervision,  to provide reasonable assurance regarding the
            reliability of financial  reporting and the preparation of financial
            statements  for  external  purposes  in  accordance  with  generally
            accepted accounting principles;

            c)  evaluated  the  effectiveness  of  the  registrant's  disclosure
            controls and  procedures  and  presented  in this amended  quarterly
            report our  conclusions  about the  effectiveness  of the disclosure
            controls and procedures, as of the end of the period covered by this
            report based on such evaluation; and

            d) disclosed in this report any change in the registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's   most  recent  fiscal   quarter  that  has  materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

      5.    The  registrant's  other  certifying  officers and I have disclosed,
            based  on our  most  recent  evaluation  of  internal  control  over
            financial,  to the registrant's  auditors and the audit committee or
            registrant's   board  of  directors  (  or  persons  performing  the
            equivalent function);

            a) all  significant  deficiencies  in the  design  or  operation  of
            internal control over financial reporting that are reasonably likely
            to adversely  affect the  registrant's  ability to record,  process,
            summarize and report financial information; and

            b) any fraud,  whether or not material,  that involves management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

                                           /s/ James G. Flanigan
                                           -------------------------------------
                                           Name: James G. Flanigan
                                           Chief Executive Officer and President
                                           Date: June 2, 2005


                                       28

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>3
<FILENAME>ex31-2.txt
<TEXT>

                                  EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                            18 U. S. C. SECTION 1350
                             AS ADOPTED PURSUANT TO


SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey D Kastner, certify that:

      1.    I have  reviewed  this  amended  quarterly  report on Form 10-Q/A of
            Flanigan's Enterprises, Inc. for the period ended April 2, 2005.

      2.    Based  on my  knowledge,  this  amended  quarterly  report  does not
            contain any untrue  statement of a material  fact or omit to state a
            material fact necessary to make the statements made, in light of the
            circumstances  under which such statements were made, not misleading
            with  respect  to the  periods  covered  by this  amended  quarterly
            report;

      3.    Based on my knowledge,  the consolidated  financial statements,  and
            other  financial  information  included  in this  amended  quarterly
            report,  fairly  present in all material  respects of the  financial
            condition, results of operations and cash flows of the registrant as
            of, and for, the periods presented in the amended quarterly report;

      4.    The registrant's other certifying officers and I are responsible for
            establishing and maintaining  disclosure controls and procedures (as
            defined  in  Exchange  Act  Rules  13a-  15(e)  and  15(e))  for the
            registrant and internal control over financial reporting (as defined
            in  Exchange  Act  Rules   13(a)-15(c)  and  15  (d)-15(f)) for  the
            registrant and have:

            a) designed such  disclosure  controls and procedures or caused such
            disclosure   controls  and   procedures  to  be  designed  under  my
            supervision  to ensure  that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this amended quarterly report is being prepared;

            b) designed  such  internal  control over  financial  reporting,  or
            caused such internal control over financial reporting to be designed
            under my supervision,  to provide reasonable assurance regarding the
            reliability of financial  reporting and the preparation of financial
            statements  for  external  purposes  in  accordance  with  generally
            accepted accounting principles;

            c)  evaluated  the  effectiveness  of  the  registrant's  disclosure
            controls and  procedures  and  presented  in this amended  quarterly
            report our  conclusions  about the  effectiveness  of the disclosure
            controls and procedures, as of the end of the period covered by this
            report based on such evaluation; and

            d) disclosed in this report any change in the registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's   most  recent  fiscal   quarter  that  has  materially
            affected, or is


                                       29
<PAGE>

            reasonably likely to materially  affect,  the registrant's  internal
            control over financial reporting; and

      5.    The  registrant's  other  certifying  officers and I have disclosed,
            based  on our  most  recent  evaluation  of  internal  control  over
            financial,  to the registrant's  auditors and the audit committee or
            registrant's   board  of  directors  (  or  persons  performing  the
            equivalent function);

            a) all  significant  deficiencies  in the  design  or  operation  of
            internal control over financial reporting that are reasonably likely
            to adversely  affect the  registrant's  ability to record,  process,
            summarize and report financial information; and

            b) any fraud,  whether or not material,  that involves management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

                                          /s/   Jeffrey D. Kastner
                                          -------------------------------------
                                          Name: Jeffrey D. Kastner
                                          Chief Financial Officer and Secretary
                                          Date: June 2, 2005


                                       30

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>ex32-1.txt
<TEXT>

                                  EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                            18 U. S. C. SECTION 1350
                             AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amended Quarterly Report of Flanigan's Enterprises, Inc.,
(the "Company") on Form 10-Q/A for the period ended April 2, 2005, as filed with
the  Securities and Exchange  Commission of the date hereof ( the "Report"),  I,
James G.  Flanigan,  Chief  Executive  Officer  and  President  of the  Company,
certify,  pursuant to 18 U.S.C.  SS.1350,  as adopted  pursuant to ss.906 of the
Sarbanes-Oxley Act of 2002, that:

      1) This Amended  Quarterly Report on Form 10-Q/A of the Company,  to which
      this  certification  is attached  as a Exhibit,  (the  "Amended  Quarterly
      Report") fully complies with the  requirements  of section 13 (a) or 15(d)
      of the Securities Exchange Act of 1934; and

      2) This  information  contained in this Amended  Quarterly  Report  fairly
      presents, in all material respects, the financial condition and results of
      operations of the Company.

                                         /s/ James G. Flanigan
                                         -------------------------------------
                                         James G. Flanigan
                                         Chief Executive Officer and President
                                         June 2, 2005


                                       31

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>5
<FILENAME>ex32-2.txt
<TEXT>

                                  EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                            18 U. S. C. SECTION 1350,
                             AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES- OXLEY ACT OF 2002

In connection with the Amended Quarterly Report of Flanigan's Enterprises, Inc.,
(the "Company") on Form 10-Q/A for the period ended April 2, 2005, as filed with
the  Securities and Exchange  Commission of the date hereof ( the "Report"),  I,
Jeffrey D. Kastner, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C.  SS.1350,  as adopted pursuant to ss.906 of the  Sarbanes-Oxley Act of
2002, that:

      1) This Amended  Quarterly Report on Form 10-Q/A of the Company,  to which
      this  certification  is attached as an Exhibit,  (the  "Amended  Quarterly
      Report"),  fully complies with the requirements of section 13 (a) or 15(d)
      of the Securities Exchange Act of 1934; and

      2) The  information  contained in this  Amended  Quarterly  Report  fairly
      presents, in all material respects, the financial condition and results of
      operations of the Company.

                                       /s/  Jeffrey D. Kastner
                                       -------------------------------------
                                       Jeffrey D. Kastner
                                       Chief Financial Officer and Secretary
                                       June 2, 2005



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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