SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

                 For the quarterly period ended OCTOBER 28, 2001

                                       OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT

       For the transition period from _________________ to _______________

                          Commission file number 0-8513
                                                 ------

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

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

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

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


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

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X .  No   .
                                              ---     ---
         APPLICABLE  ONLY TO  CORPORATE  ISSUERS:  Indicate the number of shares
outstanding  of each of the issuer's  classes of common stock,  as of the latest
practicable date:

            CLASS                      OUTSTANDING SHARES AT NOVEMBER 16, 2001
-----------------------------          ---------------------------------------
Common Stock, $.01 par value                        3,966,497






                            CHEFS INTERNATIONAL, INC.

                                    I N D E X



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

            ITEM 1.  Consolidated Financial Statements

            Consolidated Balance Sheets -                                1 - 2
            October 28, 2001 and January 28, 2001

            Consolidated Statements of Operations -                        3
            Nine and Three Months Ended October 28, 2001 and
            October 29, 2000

            Consolidated Statements of Cash Flows -                        4
            Nine Months Ended October 28, 2001 and
            October 29, 2000

            Notes to Consolidated Financial Statements                   5 - 6

            ITEM 2.  Management's Discussion and Analysis                7 - 9
            of Financial Condition and Results of Operations


PART II     OTHER INFORMATION                                             10
            -----------------








                         PART I - FINANCIAL INFORMATION

                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS



                                                    OCTOBER 28, 2001    JANUARY 28, 2001
                                                    ----------------    ----------------
                                                      (Unaudited)
                                                                     
CURRENT ASSETS:
     Cash and cash equivalents                         $ 2,206,605         $ 1,159,580
     Investments                                           351,210             385,711
     Available for sale securities                       1,670,352             978,652
     Miscellaneous receivables                              51,898             109,492
     Inventories                                         1,213,942           1,129,260
     Prepaid expenses                                      167,189             176,187
                                                       -----------         -----------

               TOTAL CURRENT ASSETS                      5,661,196           3,938,882
                                                       -----------         -----------

PROPERTY, PLANT AND EQUIPMENT, at cost                  20,641,631          20,045,070

     Less: Accumulated depreciation                      8,967,034           8,182,351
                                                       -----------         -----------

               PROPERTY, PLANT AND EQUIPMENT, net       11,674,597          11,862,719
                                                       -----------         -----------


OTHER ASSETS:
     Investments                                           151,000             301,000
     Goodwill - net                                        436,418             454,462
     Liquor licenses - net                                 829,209             851,472
     Equity in life insurance policies                     545,115             545,115
     Deferred income taxes                               1,223,000                --
     Other                                                 127,741              72,949
                                                       -----------         -----------

               TOTAL OTHER ASSETS                        3,312,483           2,224,998
                                                       -----------         -----------


TOTAL ASSETS                                           $20,648,276         $18,026,599
                                                       ===========         ===========


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

                                       1




                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEETS (CONTINUED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY




                                                 OCTOBER 28, 2001     JANUARY 28, 2001
                                                 ----------------     ----------------
                                                    (Unaudited)
                                                                   
CURRENT LIABILITIES:
     Notes and mortgages payable                   $    288,948          $    166,707
     Accounts payable                                   601,622               582,276
     Accrued payroll                                    229,746               186,687
     Accrued expenses                                   674,307               477,825
     Income taxes payable                                67,147                     0
     Other liabilities                                  241,836               416,430
                                                   ------------          ------------

               TOTAL CURRENT LIABILITIES              2,103,606             1,829,925
                                                   ------------          ------------

NOTES AND MORTGAGE PAYABLE                            1,833,129               905,675
                                                   ------------          ------------

OTHER LIABILITIES                                       604,608               534,234
                                                   ------------          ------------
STOCKHOLDERS' EQUITY:
     Capital stock - common $.01 par value,
          Authorized 15,000,000 shares,
          Issued and outstanding 3,966,497
          and 4,257,085 respectively                     39,665                42,571
     Additional paid-in capital                      31,549,522            32,138,798
     Accumulated deficit                            (15,366,554)          (17,466,667)
     Accumulated other comprehensive income:
          Unrealized gains (losses) on available
              for sale securities                       (30,068)               51,043
          Loss on derivative instruments                (81,747)                 --
     Treasury stock                                      (3,885)               (8,980)
                                                   ------------          ------------

               TOTAL STOCKHOLDERS' EQUITY            16,106,933            14,756,765
                                                   ------------          ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 20,648,276          $ 18,026,599
                                                   ============          ============


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



                                       2




                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)




                                                          NINE MONTHS ENDED                         THREE MONTHS ENDED
                                                          -----------------                         ------------------
                                                OCTOBER 28, 2001     OCTOBER 29, 2000      OCTOBER 28, 2001   OCTOBER 29, 2000
                                                ----------------     ----------------      ----------------   ----------------
                                                                                                     
SALES                                             $ 16,899,502         $ 16,393,823          $ 5,389,121         $ 5,351,335

COST OF GOODS SOLD                                   5,352,406            5,280,038            1,709,692           1,720,360
                                                  ------------         ------------          -----------         -----------

           GROSS PROFIT                             11,547,096           11,113,785            3,679,429           3,630,975
                                                  ------------         ------------          -----------         -----------

OPERATING EXPENSES:
    Payroll and related expenses                     4,915,787            4,721,103            1,588,748           1,545,541
    Other operating expenses                         3,372,589            3,226,222            1,099,904           1,072,370
    Depreciation and amortization                      827,143              825,955              274,866             278,839
    General and administrative expenses              1,525,027            1,370,050              609,259             487,531
                                                  ------------         ------------          -----------         -----------

           TOTAL OPERATING EXPENSES                 10,640,546           10,143,330            3,572,777           3,384,281
                                                  ------------         ------------          -----------         -----------

           INCOME FROM OPERATIONS                      906,550              970,455              106,652             246,694
                                                  ------------          -----------          -----------         -----------

OTHER INCOME (EXPENSE):
    Interest expense                                   (74,184)             (82,060)             (31,922)            (24,790)
    Interest income                                    150,747              149,799               64,051              48,686
                                                  ------------         ------------          -----------         -----------

           OTHER INCOME, NET                            76,563               67,739               32,129              23,896
                                                  ------------         ------------          -----------         -----------

           INCOME FROM CONTINUING
           OPERATIONS BEFORE
           INCOME TAXES                                983,113            1,038,194              138,781             270,590

PROVISION (CREDIT) FOR INCOME TAXES                 (1,117,000)             115,000           (1,208,000)             32,000
                                                  ------------         ------------          -----------         -----------

           INCOME FROM CONTINUING OPERATIONS      $  2,100,113         $    923,194          $ 1,346,781         $   238,590
                                                  ============         ============          ===========         ===========

           GAIN ON DISPOSAL OF
           DISCONTINUED ICE
           CREAM BUSINESS                                  ---              322,212                  ---                 ---
                                                  ------------         ------------          -----------         -----------

           NET INCOME                               $2,100,113           $1,245,406           $1,346,781         $   238,590
                                                  ============         ============          ===========         ===========

INCOME PER COMMON SHARE FROM
CONTINUING OPERATIONS                             $        .50         $        .21          $       .33         $       .06
                                                  ============         ============          ===========         ===========

BASIC INCOME PER COMMON SHARE                     $        .50         $        .28          $       .33         $       .06
                                                  ============         ============          ===========         ===========

Number of shares outstanding                         4,211,947            4,385,303            4,143,557           4,256,730



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



                                       3



                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

       NINE MONTHS ENDED OCTOBER 28, 2001 AND OCTOBER 29, 2000 (Unaudited)




                                                                       2001           2000
                                                                       ----           ----
                                                                             
OPERATING ACTIVITIES:
     Net income                                                     $ 2,100,113    $ 1,245,406
     Adjustments to reconcile net income to net
          cash provided by operating activities:
                Depreciation and amortization                           827,142        825,955
                Deferred income taxes                                (1,223,000)           ---
                Gain on disposal of discontinued business                   ---       (322,212)
                                                                    -----------    -----------

          CASH PROVIDED BY OPERATIONS                                 1,704,255      1,749,149
                                                                    -----------    -----------

                Increase  (decrease) in cash  attributable  to
                    changes in assets and liabilities:
                           Miscellaneous receivables                     57,594         10,657
                           Inventories                                  (84,682)      (231,438)
                           Prepaid expenses                               8,998        (54,699)
                           Accounts payable                              19,346         33,763
                           Accrued expenses and other liabilities        53,574        226,462
                           Income taxes payable                          67,147         (1,586)
                                                                    -----------    -----------

          NET CASH PROVIDED BY OPERATING ACTIVITIES                   1,826,232      1,732,308
                                                                    -----------    -----------

INVESTING ACTIVITIES:
     Capital expenditures                                              (598,713)      (874,311)
     Liquor license purchase                                                ---       (357,873)
     Sale or redemption of investments                                  243,875        349,000
     Purchase of investments                                           (832,185)      (780,100)
     Due on sale of discontinued operations - payments                       --        570,330
     Other assets                                                       (54,792)        10,629
                                                                    -----------    -----------

          NET CASH USED IN INVESTING ACTIVITIES                      (1,241,815)    (1,082,325)
                                                                    -----------    -----------

FINANCING ACTIVITIES:
     Repayment of debt                                                 (150,305)      (320,578)
     Debt proceeds                                                    1,200,000
     Purchase of treasury stock                                         (17,193)           ---
     Purchase of common stock                                          (569,894)      (168,000)
                                                                    -----------    -----------

          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES           462,608       (488,578)
                                                                    -----------    -----------

          NET INCREASE IN CASH AND
                CASH EQUIVALENTS                                      1,047,025        161,405

CASH AND CASH EQUIVALENTS at beginning                                1,159,580      1,314,247
                                                                    -----------    -----------

          CASH AND CASH EQUIVALENTS at end                          $ 2,206,605    $ 1,475,652
                                                                    ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash payment for:
          Interest paid                                             $    70,136    $    83,139
                                                                    ===========    ===========
          Income taxes paid                                         $    42,529    $   116,586
                                                                    ===========    ===========

Noncash Transactions:
     Decrease in fair value of securities available for sale        $   (81,111)   $       ---
                                                                    ===========    ===========
     Loss on derivative instruments                                 $   (81,747)   $       ---
                                                                    ===========    ===========


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

                                       4



                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 1: GENERAL

BASIS OF PRESENTATION:

The accompanying financial statements have been prepared by Chefs International,
Inc.  (the  "Company")  and  are  unaudited.  In the  opinion  of the  Company's
management,  all adjustments (consisting solely of normal recurring adjustments)
necessary  to present  fairly the  Company's  consolidated  financial  position,
results of operations  and cash flows for the periods  presented have been made.
Certain information and footnote  disclosures  required under generally accepted
accounting  principles  have been  condensed  or omitted  from the  consolidated
financial  statements  pursuant  to the rules and  regulations  of the SEC.  The
consolidated   financial   statements  and  notes  thereto  should  be  read  in
conjunction with the Company's audited consolidated financial statements for the
year ended January 28, 2001 and notes thereto  included in the Company's  Annual
Report  on Form  10-KSB  for  such  year  filed  with the SEC.  The  results  of
operations  and the cash flows for the nine month period ended  October 28, 2001
presented  in  the  consolidated   financial   statements  are  not  necessarily
indicative  of the results to be expected  for any other  interim  period or the
entire fiscal year.

NEW ACCOUNTING PRONOUNCEMENT:

In June 2001,  the Financial  Accounting  Standards  Board issued  Statements of
Financial  Accounting  Standards No. 142 "Goodwill and Other Intangibles" ("SFAS
No. 142").  SFAS No. 142 is effective for the Company on January 28, 2002.  SFAS
No. 142 primarily  addresses the accounting  for goodwill and intangible  assets
subsequent  to their  acquisition.  The  statement  requires  that  goodwill and
indefinite  lived  intangible  assets no longer be  amortized  and be tested for
impairment at least annually.  The amortization period of intangible assets with
finite lives will no longer be limited to forty years.  The Company is currently
assessing the impact of this statement.

NOTE 2: EARNINGS PER SHARE

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

NOTE 3: INVENTORIES

Inventories consist of the following:     OCTOBER 28, 2001      JANUARY 28, 2001
                                          ----------------      ----------------
             Food                            $   661,935          $   597,161
             Beverages                           140,533              127,820
             Supplies                            411,474              404,279
                                            ------------          -----------
                                             $ 1,213,942          $ 1,129,260
                                             ===========          ===========

NOTE 4: INCOME TAXES

At October 28, 2001,  the Company had net  deferred tax assets of  approximately
$2,554,000 arising principally from net operating loss  carryforwards.  However,
due to the uncertainty that the Company will generate  sufficient  income in the
future to fully utilize these carryforwards, an allowance of $1,331,000 has been
established  to offset these assets.  For the nine months ended October 28, 2001
the valuation allowance was reduced by $1,641,000, principally by recognition of
a deferred tax asset of $1,223,000.  Management  has determined  that it is more
likely  than not that future  taxable  income will be  sufficient  to  partially
utilize the net operating loss carryforwards.

NOTE 5: DUE ON SALE OF DISCONTINUED OPERATIONS FROM RELATED PARTY

On February 20, 1997 the Company sold 95% of the common stock of Mr. Cookie Face
("MCF"), its ice cream production segment, to a former director for an aggregate
purchase price of $1,600,000,

                                       5



consisting of a $500,000 cash payment and three notes totaling  $1,100,000.  The
first note (Note A) for  $100,000  was due on or before  March 24,  1997 and was
paid in full on a timely basis. The second note (Note B) for $500,000 was due in
installments  through July 1, 2000, and the third note (Note C) for $500,000 was
due on or before  February 20, 2004, with mandatory  prepayments  based on MCF's
cash  flow.  The notes  were  secured  by a first  lien on all of MCF's  assets.
However,  the Company  agreed to  subordinate  the notes to up to  $1,750,000 of
additional  financing  for MCF.  Based  on the  estimated  present  value of the
payments,  management  recorded a valuation  allowance  of $601,050  against the
second and third notes.  The 5% of MCF capital stock retained by the Company was
valued at $35,000.  During  fiscal 1999,  MCF requested a  restructuring  of the
terms of the second and third notes.  During the quarter ended October 31, 1999,
the  Company's  Board of  Directors  ("Board")  was  advised by MCF that MCF had
achieved a positive  cash flow  during its second  quarter  and  pursuant to the
requirements of Note C, owed the Company approximately $41,800 in interest.  The
Board agreed to allow MCF to make  monthly  payments of the said Note C interest
amount with the final payment due June 1, 2000.  Additionally,  the Board agreed
to allow MCF to continue making monthly  partial  payments on Note B. During the
quarter ended July 30, 2000, the Note C interest was paid off as per the payment
schedule.

At the May 24, 2000 Board meeting, the Board authorized  management to negotiate
and  execute  a  settlement  and  satisfaction  of the  debt  owed by MCF to the
Company.

On June 30, 2000,  the Company sold both Notes B and C and its 5% holding of MCF
capital  stock to MCF for a cash  payment of $379,836  and the return of 233,334
shares of the Company's  common stock owned by the president of MCF. The Company
subsequently   canceled  these  shares.  The  Company  recognized  a  gain  from
discontinued  operations of approximately  $322,000 in its financial  statements
for the quarter ended July 30, 2000. The gain represented  partial recoveries of
the valuation  allowance provided for against Notes B and C when MCF was sold in
1997.














                                       6



                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

                      AND RESULTS OF OPERATIONS (Unaudited)


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

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

The Company currently  operates nine restaurants on a year-round basis. Seven of
the restaurants are free-standing  seafood restaurants in New Jersey and Florida
and are operated under the names "Lobster  Shanty" or "Baker's  Wharfside."  The
Company also  operates a Mexican  theme  restaurant in New Jersey under the name
"Garcia's." The Company opened its first seafood restaurant in November 1978 and
opened its Garcia's  restaurant  in April 1996.  In February  2000,  the Company
commenced the operation of its ninth  restaurant,  Moore's Tavern and Restaurant
("Moore's"),  a free  standing  restaurant  in Freehold,  New Jersey  serving an
eclectic American food type menu. Segment information is not presented since all
of the Company's revenue is attributable to a single reportable segment.

Generally,  the Company's New Jersey  seafood  restaurants  derive a significant
portion of their sales from May through September. The Company's Florida seafood
restaurants  derive a  significant  portion of their sales from January  through
April. The Company's Garcia's  restaurant  derives a significant  portion of its
sales during the holiday season from Thanksgiving through Christmas.  During the
first year of operation, Moore's experienced a seasonality factor similar to but
not as dramatic as the seasonality factor of the New Jersey seafood restaurants.

The Company operated nine restaurants including Moore's,  during the nine months
ended October 29, 2000.

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

Sales  for  the  nine  months  ended  October  28,  2001  ("fiscal  2002")  were
$16,899,500, an increase of $505,700 or 3.1%, as compared to $16,393,800 for the
nine months ended October 29, 2000 ("fiscal 2001").  For the third quarter ended
October  28,  2001,  sales were  $5,389,100,  an increase of $37,800 or .7% , as
compared to last year's third quarter.  The increases include increases in sales
of $262,900  or 14.8% and $83,500 or 22.6% for the nine and three month  periods
at the Vero  Beach,  Florida  restaurant  ("Vero")  due to the  completion  of a
municipal park ("Vero Park")  adjacent to the restaurant and sales  increases of
$293,100  or 21.0% and $34,700 or 6.3% at Moore's  compared to the same  periods
for fiscal 2001.  Moore's  operated for the entire  thirteen  weeks of the first
quarter  this  year as  compared  to ten weeks for last  year's  first  quarter,
whereas the comparable  second and third quarter  periods each include  thirteen
weeks of operations. The other seven restaurants combined had decreased sales of
approximately $50,300 and $80,400 for the nine and three month

                                       7



periods last year  primarily due to the September 11, 2001 tragedy  ("9/11") and
the weakening national economy.  The 9/11 tragedy has had the greatest impact on
the Company's Cocoa Beach,  Florida restaurant ("Cocoa") because the location of
Patrick Air Force Base, a military base south of the restaurant, has resulted in
the  indefinite  closure of Route A1A, the sole access highway to the restaurant
from the south.  Since 9/11,  weekly sales at Cocoa are down  approximately  33%
versus  last year and for the  quarter  Cocoa is down  approximately  $86,200 or
17.6% in sales  versus  last year.  The number of  customers  served in the nine
restaurants  increased by .3% for the nine months and  decreased by 2.2% for the
third quarter,  while the check average paid per customer increased this year by
2.8% and 3.0% for the respective nine and three month periods.

GROSS PROFIT; GROSS MARGIN.

Gross  profit was  $11,547,100  or 68.3% of sales for the nine month  period and
$3,679,400 or 68.3% of sales for the quarter ended October 28, 2001, compared to
$11,113,800  or 67.8% and  $3,631,000  or 67.9% for the  comparable  periods  of
fiscal  2001.  The primary  reason for the  improvement  was lower costs of high
volume seafood items including shrimp, flounder, lobsters and scallops which are
primary  components  of the  Company's  menus.  Management  was  able to  secure
favorable  pricing on bulk shrimp purchases for the balance of fiscal 2002 which
should  translate  into improved  gross profit  margins for the fourth  quarter.
Additionally, Moore's gross profit has improved versus last year.

OPERATING EXPENSES.

Total  operating  expenses  increased by 4.9% from  $10,143,300  during the nine
months of fiscal 2001 to $10,640,500  during the nine months of fiscal 2002, and
by 5.6% from  $3,384,300  during the third  quarter of fiscal 2001 to $3,572,800
for the third quarter of fiscal 2002. Payroll and related expenses were 29.1% of
sales for the nine months and 29.5% for the third  quarter this year compared to
28.8% and 28.9%  respectively for the comparable periods last year. The increase
in payroll  expenses as a percent of sales during the third quarter this year is
partially  attributable to the 9/11 impact at Cocoa as management has maintained
employee  salaries at such location  despite the substantial  decrease in sales.
Other operating expenses increased to 20% of sales versus 19.7% of sales for the
nine month  comparison  and to 20.4%  versus 20% for the three month  comparison
primarily  due to  increases in utility  costs,  higher  occupancy  costs due to
higher property insurance premiums and rent expenses,  and to a one-time special
property assessment of $62,700 at Vero for its portion of the Vero Park project.
Depreciation  and  amortization  expenses were essentially the same as last year
for  the   comparable   periods.   The  increase  in  this  year's  general  and
administrative  expenses of $155,000  and  $121,700 for the nine and three month
periods are primarily  attributed  to increased  worker  compensation  and group
insurance costs of $26,200, higher salaries of $35,700, $18,500 more in training
and recruiting  costs and $80,000 to terminate an agreement with Garcimex of New
Jersey.  In 1995,  the Company  entered into an agreement  with Garcimex to open
Mexican  restaurants  in New Jersey under the trade name of Garcia's in exchange
for royalty  payments of 3% or gross sales. The Company opened its only Garcia's
Mexican Restaurant at the Monmouth Mall in Eatontown,  New Jersey in April 1996.
The Company will continue to operate the Monmouth Mall as a Garcia's and pay the
royalty  fees  until the end of the  current  fiscal  year (see  "Liquidity  and
Capital Resources").

OTHER INCOME AND EXPENSE.

Interest expense  decreased by $7,900 for the nine month period compared to last
year due to debt repayment.  However, during the third quarter ended October 28,
2001,  interest  expense was  approximately  $7,100 higher than last year due to
interest  expenses  associated with a $1,200,000 bank loan the Company  borrowed
from its  primary  bank to finance  the  renovation  of a building  adjacent  to
Moore's  ("Building B"), which  management  expects to open early next year as a
Mexican theme type restaurant.  The loan is repayable in monthly installments of
principal  with  interest at an annual  rate of 7.57%  through  September  2011.
Investment  income was  approximately  the same as last year for the  comparable
nine month  periods  and  $15,400  higher  this year  during  the third  quarter
primarily due to the increase in dividends received on Company  investments this
year.

NET INCOME.

For the  nine  months  ended  October  28,  2001,  net  income  from  continuing
operations  was  $2,100,100  or $.50  per  share  compared  to net  income  from
continuing operations of $923,200 or $.21 per share and net income of $1,245,400
or $.28 per share for the nine months ended October 29, 2000. Net income for the
nine months ended  October 28, 2001 includes the  recognition  of a deferred tax
asset of


                                       8



$1,223,000  relating to the Company's net operating loss carryforwards (see note
4).  Last  year's net  income  included a gain of  approximately  $322,200  from
discontinued  operations  (see note 5). For the quarter  ended October 28, 2001,
net income was  $1,346,800 or $.33 per share  compared to net income of $238,600
or $.06 per share for last year's third  quarter.  This year's third quarter net
income includes income relating to the recognition of the deferred tax asset for
$1,223,000  and a reduction of  approximately  $51,800 in income at Cocoa versus
last year.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company has financed its operations primarily from revenues derived from its
restaurants.

The  Company's  ratio of  current  assets to current  liabilities  was 2.69:1 at
October 28, 2001 compared to 2.15:1 at the year ended January 28, 2001.  Working
capital was $3,557,600 at October 28, 2001 versus $2,109,000 at the year-end, an
increase of $1,448,600.  During the nine months ended October 28, 2001, net cash
increased by  $1,047,000.  The primary  components of this year's cash flow were
net income, after adjustments for depreciation, amortization and deferred taxes,
of $1,704,000, capital expenditures of $500,600 for restaurants improvements and
Company  vehicles and  approximately  $98,100 in design and  construction  costs
associated   with   Building   B,   investment   purchases   of   $832,200   for
available-for-sale  securities consisting of convertible bonds, mutual funds and
equity  securities,  debt  repayment of $150,300,  the new bank loan proceeds of
$1,200,000 to be used to finance  Building B renovation  costs,  and $569,900 to
repurchase a block of an aggregate  262,603 shares of the Company's  outstanding
common stock from three  stockholders  and their  affiliates at $2.10 per share,
for cash. The repurchase was authorized by the Company's  Board of Directors and
the shares were subsequently canceled.  Additionally,  approximately $17,200 was
paid by the Company to repurchase  17,916  shares of the  Company's  outstanding
stock pursuant to a Stock Repurchase Plan ("Stock Plan") authorized by the Board
in May,  2000.  During the nine  months  ended  October  28,  2001,  the Company
canceled  a total of 24,641 of the  repurchased  shares,  including  repurchases
incurred during fiscal 2001.

During the  corresponding  nine month  period ended  October 29,  2000,  working
capital  increased by $806,100 and net cash  increased by $161,400.  The primary
components of last year's cash flow statement were net income, after adjustments
for depreciation, amortization and gain on disposal of discontinued business, of
$1,749,000,  an increase in inventories of $231,400  resulting from bulk seafood
purchases due to favorable  market  pricing,  an increase of $226,500 in accrued
expenses,  capital expenditures of $1,232,200,  including approximately $688,200
for the purchase of a liquor license and  furniture,  fixtures and equipment for
Moore's and debt  repayment  of  $320,600.  Additionally,  last year's cash flow
included $570,300 of payments attributable to the February 1997 sale of MCF (see
note 5).

During the third  quarter ended  October 28, 2001,  the Company's  $500,000 bank
line of credit  ("bank line") was modified to extend the  termination  date from
June 30, 2002 to June 30,  2003.  The interest  rate is  variable,  equal to the
monthly  LIBOR  Market Index Rate plus 2.00%.  The entire  $500,000 is currently
available for use.

Subsequent to the quarter ended  October 28, 2001,  management  engaged a market
research  firm to  determine  a  tradename  for the new  Mexican  restaurant  at
Building "B" and Garcia's.  After extensive  focus group marketing  analysis and
legal review and  research,  management  chose  Escondido's  Mexican  Restaurant
("Escondido's") as the new tradename. Additionally,  trademark applications have
been  filed to  register  federal  service  marks for both  Escondido's  Mexican
Restaurant and Escondido's A Mexican Cantina.  Garcia's will begin to operate as
Escondido's on February 1, 2002.

Management  believes that funds from operations and the Company's  $500,000 bank
line of credit will be sufficient to meet  obligations for the nine  restaurants
for the  balance of fiscal  2002,  including  planned  capital  expenditures  of
approximately  $103,000 in addition to those incurred during the nine months and
any additional common stock repurchases pursuant to the Stock Plan.

INFLATION.

It is not  possible  for the Company to predict  with any accuracy the effect of
inflation upon the results of

                                       9




its  operations  in future  years.  The price of food is extremely  volatile and
projections  as to its  performance  in the future vary and are dependent upon a
complex set of factors.



































                                       10




                   CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES



                                     PART II

                                      None

                                    SIGNATURE

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



CHEFS INTERNATIONAL, INC.



/s/ ANTHONY C. PAPALIA
----------------------
ANTHONY C. PAPALIA
Principal Executive and Financial Officer



DATED:   December 12, 2001














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