SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K


    [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED MARCH 29, 2004

    [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

      FOR THE TRANSITION PERIOD FROM ________________ TO _________________

                         COMMISSION FILE NUMBER 0-14837

                            ELMER'S RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)

            OREGON                 _____                93-0836824
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

 11802 S.E. Stark St.
   Portland, Oregon                97216               (503) 252-1485
(ADDRESS OF PRINCIPAL            (ZIP CODE)      (REGISTRANT'S TELEPHONE NUMBER,
  EXECUTIVE OFFICES)                                   INCLUDING AREA CODE)

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, no par value

                                   -----------

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes [ ] No [X]

Aggregate market value of Common Stock held by nonaffiliates of the Registrant
at May 14, 2004: $8.2 million. For purposes of this calculation, officers and
directors are considered affiliates.

Number of shares of Common Stock outstanding at May 14, 2004: 1,816,335.


Document                               Part of Form 10-K into which incorporated
--------                               -----------------------------------------
Proxy Statement for 2004 Annual
Meeting of Shareholders                Part III
====================================== =========================================

                                TABLE OF CONTENTS






Item of Form 10-K                                                                                              Page
                                                                                                              
PART I............................................................................................................2
     Item 1.     Business.........................................................................................2
     Item 2.     Properties.......................................................................................9
     Item 3.     Legal Proceedings...............................................................................10
     Item 4.     Submission of Matters to a Vote of Security Holders.............................................10

PART II..........................................................................................................11
     Item 5.     Market for the Registrant's Common Equity and Related Stockholder Matters.......................11
     Item 6.     Selected Financial Data.........................................................................11
     Item 7.     Management's Discussion and Analysis of Financial Condition
                  and Results of Operations......................................................................12
     Item 7A   Quantitative and Qualitative Disclosures About Market Risk........................................18
     Item 8.     Financial Statements and Supplementary Data.....................................................18
     Item 9.     Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure.......................................................................18
     Item 9A   Controls and Procedures...........................................................................18


PART III.........................................................................................................18
     Item 10.   Directors and Executive Officers of the Registrant...............................................18
     Item 11.   Executive Compensation...........................................................................18
     Item 12.   Security Ownership of Certain Beneficial Owners and Management...................................19
     Item 13.   Certain Relationships and Related Transactions...................................................19
     Item 14.   Principal Accountant Fees and Services...........................................................19

PART IV..........................................................................................................19
     Item 15.   Exhibits, Financial Statement Schedules, and Reports on Form 10-K................................19

SIGNATURES.......................................................................................................20





















                                        1

                                     PART I

ITEM 1.      BUSINESS

GENERAL

         The Company, located in Portland, Oregon, is a franchisor and operator
of full-service, family oriented restaurants under the names "Elmer's Breakfast
o Lunch o Dinner(R)" and "Mitzel's American Kitchen", and operates delicatessen
restaurants under the names "Ashley's Cafe", "Richard's Deli and Pub" and
"Cooper's Deli and Pub." The Company is an Oregon corporation and was
incorporated in 1983. Walter Elmer opened the first Elmer's restaurant in
Portland, Oregon in 1960, and the first franchised restaurant opened in 1966.
The Company acquired the Elmer's franchising operation in January 1984 from the
Elmer family. The Company now owns and operates 11 Elmer's restaurants, five
Mitzel's American Kitchen restaurants, 13 Delis and franchises 21 Elmer's
restaurants in five western states. The Company reports on a fiscal year, which
ends on the Monday nearest March 31st.

         The Company's corporate office is located at 11802 S.E. Stark Street,
Portland, Oregon, 97216; telephone (503) 252-1485, fax (503) 257-7448. The
Company's website address is www.elmers-restaurants.com.

BUSINESS SEGMENTS

         The Company primarily operates in two business segments: restaurant
operations and franchising the Elmer's restaurant concept. Information as to
revenue, operating profit, identifiable assets, depreciation and amortization
expense and capital expenditures for the Company's business segments for fiscal
2004, 2003 and 2002 is discussed in further detail in Note 10 to the financial
statements.

         The 11 Company-owned Elmer's restaurants are located in the following
states: six in Oregon; three in Washington; one each in Idaho and California.
The Company operates five Mitzel's restaurants all located in the Puget Sound
area in the state of Washington. The Company operates six Ashley's restaurants,
four Richard's Deli and Pub restaurants and three Cooper's Deli restaurants all
of which are located in Oregon.

RECENT ACQUISITIONS AND DEVELOPMENTS

         March 15, 2004, Elmer's newest franchised restaurant opened in
Corvallis, Oregon. The 4,500 square foot restaurant in Corvallis occupies a
converted Lyons restaurant site.

         January 14, 2004, the Company completed a self-tender under which it
acquired 204,255 shares of Common Stock, representing approximately 10% of the
then outstanding shares, at a purchase price of $6.43 per share. A total of
568,564 shares had been tendered. The cost of the self-tender, including the
purchase price, fees and expenses, totaled approximately $1,330,000.

         December 29, 2003, the Company's new prototype restaurant located in
Beaverton, Oregon opened. The 5,921 square foot restaurant is located on a
one-acre site purchased by the Company in July 2003. The Company secured
financing of approximately $1.6 million and as of March 29, 2004 had drawn
$1,563,500.

         December 1, 2003, the Company repurchased the balance ($650,000) of its
10% convertible notes, paying a 5% premium over face value. In accordance with
the Statement of Financial Accounting Standards (SFAS) No. 145 - Rescission of
FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and
Technical Corrections, the total premium of $32,500 was recorded as a loss on
extinguishments of debt.

         November 2003, the Company repurchased 25,000 shares of stock for
$151,700 in a privately negotiated transaction.

         June 28, 2002, the Company repurchased half ($650,000) of its 10%
convertible notes, paying a 15% premium over face value. As permitted by the
early adoption provisions of SFAS No. 145, the total premium of $97,500 was
recorded as a loss on extinguishments of debt.

         In addition to reducing the Company's debt, these transactions
eliminate the potential obligation to issue up to 210,000 shares of common stock
upon conversion of the notes. All convertible debt has now been repurchased.

                                        2

         July 21, 2003, the Company opened a 5,000 square foot franchised
restaurant in Coeur d'Alene, Idaho. This location occupies a converted Village
Inn site.

         July 1, 2002, the Company acquired three Cooper's Deli units located in
Salem, Oregon from Cooper's Inc. The Cooper's units are substantially similar to
the Company's existing deli operations. Purchase consideration included $100,000
cash, a $66,500, two-year promissory note, $11,500 in assumed liabilities and
the cancellation of a $155,000 promissory note due to the Company. The
acquisition cost of $333,000 included $100,000 in tangible assets and $233,000
in goodwill.

         May 28, 2002, the Company relocated one of two Hillsboro, Oregon
Richard's Deli units to a nearby retail mall. The prior landlord's bankruptcy,
combined with the superiority of the new space, made the decision to move
compelling. The Company terminated its occupancy lease and recorded a $77,000
loss on the surrender of leasehold improvements. The Company entered into a
five-year lease for approximately 4,000 sq. ft. at the new location. This is
larger than the operating requirement; therefore the Company has subleased 1,900
sq. ft. of the new space to a non-competing use.

         The quarter ended July 22, 2002 results include a gain on sale of
building and equipment related to the sale of three company owned restaurants.
Effective May 7, 2002 Elmer's Restaurants, Inc. (the "Company") executed asset
purchase and franchise agreements with Southern Oregon Elmer's LLC (the
"Buyer"), refranchising three of the Company's Elmer's restaurants located in
Grants Pass, Medford and Roseburg, Oregon. The Company sold substantially all
the assets of those locations in consideration for $1,385,500 in cash and
promissory notes valued at $349,500. The Buyer signed 25-year franchise
agreements for each location and operates the locations under the Elmer's
Breakfast o Lunch o Dinner(TM) name.

         The Buyer signed a development agreement to open an additional two
units within five years. The first unit in Klamath Falls, Oregon opened October
23, 2002.

         The principals of Southern Oregon Elmer's LLC, Robert Brutke and David
Thomason, have substantial industry experience. They are both past-presidents of
the Oregon Restaurant Association. Mr. Thomason operates a 10-unit Carl's Jr.
franchise from Carl Karcher Enterprises and Mr. Brutke has operated a number of
independent concepts in the southern Oregon market, including Brutke's Wagon
Wheel in Roseburg, Oregon.

         As a result of this transaction, the Company posted an after tax gain
of approximately $504,000 or $.25 per share in the quarter ending July 22, 2002.
For the year ended April 1, 2002, revenues from the three restaurants were $5.07
million, contributing $332,000 in earnings before taxes and interest expense.

         The Company agreed to provide a limited amount of seller financing. As
of March 29, 2004, the Company holds notes receivable totaling $215,624, of that
amount, approximately $35,000 is due within the next year.

         In valuing the restaurants, the Company considered discounted
historical cash flows, future capital spending requirements, as well as the
impact on the Company's franchise program. The Company believes the
consideration paid to be fair, from a financial point of view, to the Company's
shareholders. The franchise agreements with the Buyer are comparable to other
recent Company franchise agreements.

         The Company has assigned its rights and obligations under the occupancy
leases for the Medford and Roseburg locations. The Company remains a guarantor
of the Medford lease until April 2007. The Company's guarantee of the Roseburg
lease could extend as long as 2018 if the Buyer exercises its options in 2008
and 2013. The Company has subleased the Grants Pass location to the Buyer for
five years under substantially the same terms and conditions as the underlying
master lease. Provided all parties are in good standing under the lease at the
end of the sublease, the Grants Pass landlord has agreed to lease directly to
the Buyer under substantially similar terms.

         The Buyer has indemnified the Company against all losses incurred as a
result of the Company's obligations as a Guarantor. The Buyer's obligations
under the franchise agreements, promissory notes, lease assignments and sublease
are guaranteed by the Buyer and personally by Mssrs. Brutke and Thomason.
However, in the event of default by the Buyer of the terms of the occupancy
leases, and the failure of Mssrs. Brutke and Thomason to make good on their
personal guarantees, the Company could be required to pay all rent and other
amounts due under the terms of the lease for the remainder of the guarantee
term. In the event of default, the Company expects it would exercise its right
to reoccupy and continue to operate the restaurants as Elmer's Breakfast o Lunch
o Dinner(TM).

         April 15, 2002, the Company acquired an Elmer's restaurant located in
Vancouver, Washington from a franchisee and former board member, Paul Welch for
approximately $250,000 in cash and assumed liabilities. The Company has entered
into a long-term occupancy lease at the same location, and continues to operate
the location as an Elmer's restaurant. The purchase

                                        3

price was allocated to the tangible assets of the restaurant. The Company has
spent approximately $148,000 remodeling the facility.

         The Company reached a termination agreement with the Billings
franchisee in December 2003. For the fiscal year ended March 29, 2004, the
Company recorded less than $7,100 in franchise fee revenues from this location.

         The Company intends to focus future growth primarily through new and
existing franchisees, with an emphasis on experienced single and multi-unit
operators and locations in the western states where the Company has an
established presence. The Company will pursue strategic acquisitions, new
restaurant openings and other growth opportunities where they support the
Company's strategic focus. From time to time, the Company may refranchise, sell
or otherwise dispose of restaurants. The Company has three franchise restaurants
under development in Oceanside, California; Eugene, Oregon and Walla Walla,
Washington. The Eugene restaurant is expected to open in the second quarter of
fiscal year 2005.

SUBSEQUENT EVENTS

         March 30, 2004, the Company refranchised the Company's Elmer's
restaurant in Palm Springs, California. The buyer executed a 25-year franchise
agreement and assumed the Company's operating lease obligations. The Company
remains a guarantor of the lease until April, 2007 and on a rolling twelve-month
basis thereafter until 2020. The purchase price of $450,000 was paid in cash and
will result in a pretax gain of approximately $150,000.

         March 31, 2004, the Oregon Lottery Commission approved a new six-year
retailer contract effective June 27, 2004. The new contract lowers retailer
commissions by approximately 10%. If the new commission structure had been
applied to sales for the year ended March 29, 2004, it would have reduced
revenues from commissions by approximately $435,000. The Lottery has installed
additional terminals in most Company locations and the Company expects year over
year sales increases to significantly reduce, but not eliminate, the impact of
the new lower rates. As a result of timing features of the new contract, most of
the adverse impact will be felt in the Company's second quarter ending the
second Monday in October.

ELMER'S BREAKFAST o LUNCH o DINNER

         The Company franchises or operates a total of 32 full-service,
family-oriented Elmer's restaurants. These restaurants have a warm, friendly
atmosphere and comfortable furnishings. Most of the restaurants are decorated in
a home style with fireplaces. They are free standing buildings, ranging in size
from 4,600 to approximately 10,000 square feet with seating capacities ranging
from 120 to 265 people. A portion of the dining room in most restaurants may
also be used for private group meetings by closing it off from the public dining
areas. Six of the restaurants have a lounge with seating capacities ranging from
15 to 75 people. The normal hours of operation are from 6 a.m. to 10 or 11 p.m.
and to midnight on weekends in some restaurants with lounges.

         Each restaurant offers full service, with a host or hostess to seat
guests and handle payments, wait staff to take and serve orders, and additional
personnel to clear and reset tables.

         The menu offers an extensive selection of items for breakfast, lunch
and dinner. The Elmer's breakfast menu, which is available all day, contains a
wide variety of selections with particular emphasis on pancakes, waffles,
omelets, crepes, country platters and other popular breakfast items. Each
Elmer's restaurant makes batters and other key menu items from scratch and
prepares its fruit sauces with fresh fruits when in season. The lunch menu
includes soups, salads, hamburgers and hot and cold sandwiches. Guests at dinner
may choose from steak, seafood, chicken, and a variety of home-style items such
as pot roast and turkey. A special children's menu and a full senior menu is
offered in all restaurants.

MITZEL'S AMERICAN KITCHEN

         The Company owns and operates five full-service, family-style Mitzel's
American Kitchen restaurants located in the Puget Sound region of Washington
state. Home-style comfort food is served in a warm atmosphere with friendly
service. Most of the restaurants are decorated in a home-style with fireplaces
in the dining areas. They are free standing buildings, ranging in size from
5,400 to 6,250 square feet with seating capacities from 166 to 203 people. A
portion of the dining room in most restaurants may also be used for private
group meetings by closing it off from the public dining areas. Two of the
restaurants have a lounge with a seating capacity of 20 to 30. The normal hours
of operation are 6:00 a.m. to 10:00 or 11:00 p.m. and to midnight on weekends in
restaurants with lounges.

         Each restaurant offers full service, with a host or hostess to seat
guests, wait staff to take and serve orders and handle payments, and additional
personnel to clear and reset tables.

                                        4

         The menu offers an extensive selection of items for breakfast, lunch
and dinner. The Mitzel's breakfast menu contains a wide variety of selections
from pancakes to schnitzels. The lunch/dinner menu includes soups, hamburgers,
sandwiches, steak, seafood, pot roast, chicken and a variety of home-style,
fresh rotisserie items such as prime rib and turkey. A special children's menu
and a limited senior menu is offered in all restaurants.

ASHLEY'S, RICHARD'S DELI AND PUB AND COOPER'S DELI

         The Company operates a total of six Ashley's restaurants, four
Richard's Delis and Pubs and three Cooper's Delis. They are substantially
similar in design, size and menu. Ten of the thirteen units are located in
retail strip mall locations, one is in a food court in a major indoor mall, and
two are freestanding buildings. They range in size from 1,000 to 2,200 square
feet with seating capacities ranging from 15 to 30 people. A portion of the
dining room is also used for the sale of Oregon lottery games. The normal hours
of operation are from 8 a.m. to 10 p.m. and up to 2 a.m. for some restaurants on
weekends.

         Each restaurant offers deli-style hot and cold sandwiches, soups,
salads, and desserts and has a catering department. The restaurants are approved
retailers with the Oregon lottery and offer all lottery games. Meal selections
generally range in price from $2.95 to $6.95. The catering operation offers
small to medium size food service and event support for business meetings,
outdoor barbecues and special events.

         The above brands provide a vehicle for market penetration and unit
growth, leveraging off the concept of broad appeal, quick-turn meals and
emphasis on service. In a typical market, Ashley's restaurants, Richard's Delis
and Pubs and Cooper's Delis experience competition from other moderately-priced,
casual dining and walk-through restaurants and/or economy sandwich outlets.
Ashley's, Richard's and Cooper's differentiate themselves from economy deli
competitors by their full table and beer and wine service, attentive wait staff,
lottery games, entertaining atmosphere, distinctive decor and value-priced
meals.

FRANCHISE OPERATIONS

         In addition to the acquisition and development of additional Company
operated restaurants, the Company encourages the strategic development of
franchised restaurants in its existing markets as well as other western states.
The primary criteria considered by the Company in the selection, review and
approval of prospective franchisees is the availability of adequate capital,
customer service experience, prior experience in operating full-service
restaurants, and ability to operate the restaurant. Under a franchise agreement,
a franchisor grants to a franchisee the right to operate a business in a manner
developed by the franchisor. The franchisee owns the franchised operation
independently from the franchisor and, in effect, pays a fee for the right to
use the franchisor's name, format, and operational procedures. Franchisees
benefit from a common identification, standardized products, and the business
reputation and services that a franchisor may provide, such as group
advertising, management services, product enhancements, and group buying
programs. The franchisee is able to capitalize on a business concept without, in
many cases, having to invest substantial capital to develop name recognition,
menu items, logos and the like. The franchisor is able to expand its business
without having to invest substantial capital in property, buildings and
equipment.

         EXISTING FRANCHISEES. The Company's 23 existing franchise agreements
generally grant to franchisees the right to operate an Elmer's restaurant in one
specific location for 25 years, renewable generally for an additional period of
5 to 25-years. Existing franchisees paid initial franchise fees of up to $35,000
plus additional fees of up to $10,000 if the restaurant had a lounge serving
alcoholic beverages on entering into the agreement. Franchisees pay monthly
franchise royalty fees based on the gross revenues of their restaurants. All but
four restaurants must contribute up to one percent of gross revenues to a common
advertising pool. From time to time, franchised and Company-owned restaurants
have agreed to increase advertising pool contributions to one and one-half
percent. The Company may terminate a franchise agreement for several reasons
including the franchisee's bankruptcy or insolvency, default in the payment of
indebtedness to the Company or suppliers, failure to maintain standards set
forth in the franchise agreement or operations manual, continued material
violation of any safety, health or sanitation law, ordinance or governmental
rule or regulation or cessation of business.

         PROSPECTIVE FRANCHISEES. Prospective new franchisees will generally pay
an initial franchise fee of $40,000. Initial franchise fees are generally
payable in cash at the execution of the franchise agreement. Existing
franchisees opening new franchised restaurants may pay a lower initial franchise
fee than new franchisees. For new franchisees, the monthly franchise royalty fee
is expected to be four percent of the gross revenues of the restaurant, subject
to a minimum monthly fee of $1,500. The standard franchising agreement calls for
a monthly advertising contribution equal to one percent of the gross revenues of
the restaurant. See "Services to Franchisees" below.

         A prospective franchisee that assumes operation of a previously
franchised restaurant may be offered a reduced initial franchise fee, deferred
payment of the franchise fee, or other concessions. Pursuant to certain area
franchise agreements, the

                                        5

Company will receive reduced initial franchise fees and monthly royalty fees
from additional restaurants that may be opened in the areas covered by those
agreements. See "Area Franchise Agreements" below.

         The Company estimates that construction costs for a suitable
freestanding building, exclusive of land, furniture, fixtures and equipment,
will range from approximately $520,000 to $700,000, with actual costs dependent
upon local building requirements and construction conditions, as well as
configuration and parking requirements.

         The cost of the land may vary considerably depending upon the location
and size of the site, surrounding population density and other factors. The cost
of kitchen equipment, furniture and trade fixtures is estimated by the Company
to range from approximately $325,000 to $400,000. Inventory and miscellaneous
items such as paper goods, food, janitorial supplies, and other small wares are
estimated initially to cost between approximately $35,000 and $60,000.

         The Company also has an active program to convert existing restaurants
to the Elmer's concept. Candidates for conversion must meet the Company's
requirements for location, construction and market area. Conversions must also
be consistent with the Elmer's brand image after remodeling. Conversion costs
typically range between $300,000 and $500,000. Usually, the Company is retained
to design and supervise conversion, for which the Company receives a management
fee of $25,000.

         There is no typical elapsed time from the signing of a franchise
agreement until a restaurant is open for business, although it normally takes
120 days from the receipt of the building permits to construct a new restaurant
facility. Most restaurants have opened within 12 months of the date of the
signing of the franchise agreement. Franchisees bear all costs associated with
the development and construction of their restaurants. Although the Company has
established criteria to evaluate prospective franchisees, there can be no
assurance that franchisees will have the business abilities or access to
financial resources necessary to open the restaurants or that the franchisees
will successfully develop or operate restaurants in their franchise areas in a
manner consistent with the Company's concepts and standards.

         AREA FRANCHISE AGREEMENTS. Under previous management, the Elmer's
franchising operation granted exclusive area franchise agreements, whereby
independent entities obtained the exclusive rights to develop Elmer's
restaurants within their respective areas. All exclusive area franchise
agreements have expired or lapsed, except for Clackamas County, Oregon. The area
franchise agreements require the area franchisee to share with the Company the
initial fees and the franchise royalty fees for each new restaurant in the area.
The Company's share of the initial fees range from $2,500 to $12,500 per
restaurant. There are two restaurants covered by this area franchise agreement.
Under the area franchise agreement, the Company reserves the right to approve
each new restaurant franchisee. The area franchise agreement grants the
franchisees the right to use the Company's name in the particular area and
preclude the Company from opening Company-owned or franchised restaurants in the
areas covered by the agreements. The Company does not intend to enter into
similar agreements in the future.

         AREA DEVELOPMENT AGREEMENTS. The Company may offer Area Development
Agreements, which grant, for a fee, the right to be the exclusive franchisee for
a designated area. These include a commitment for a certain number of
restaurants to be opened within a set time. Under the Area Development
Agreements, the franchisee must own and operate all restaurants directly and may
not sub-franchise.

         SERVICES TO FRANCHISEES. The Company makes available to its franchisees
various programs and materials. The Company provides several manuals to assist
franchisees in ongoing operations, including a comprehensive operations manual
describing kitchen operations, floor operations, personnel management, job
descriptions, and other matters. The Company has prepared a recipe book for
franchisees. All system restaurants use the same menu. Prices are adjusted
according to local conditions. The Company has developed and maintains a menu
cost-control program and a labor cost-control program at each of its
Company-owned restaurants and has developed and implemented a training manual
and programs for all positions within the restaurant.

         The Company provides both formal and informal ongoing training for
franchisees. At least one two or three-day meeting is scheduled each year. At
the meetings, franchisees attend lectures by Company personnel and guest
speakers from the industry, as well as participate in discussions on such topics
as cost control, promotion and food presentation.

         The Company provides each franchisee with specifications for menu
items. The Company, however, sells no food items or like products to
franchisees, except for certain minor supplies such as gift certificates. The
Company coordinates franchisees' purchases to obtain volume discounts.
Franchisees bear all costs involved in the operation of their restaurants.

         Periodic on-site inspections and audits are conducted to ensure
compliance with Company standards and to aid franchisees in improving their
sales and profitability.

                                        6

COMPANY-OWNED RESTAURANTS

         The Company owns and operates 11 Elmer's restaurants, which it acquired
or built from 1984 to 2003, five Ashley's restaurants acquired February 18,
1999, four Richard's Deli and Pub restaurants acquired March 31, 1999, one
additional Ashley's unit opened January 3, 2001, five Mitzel's American Kitchen
restaurants purchased December 13, 2000 and three Cooper's Delis purchased July
1, 2002.

         The Company has owned and operated an Elmer's restaurant located in the
Delta Park section of Portland, Oregon since January 1984. In August 1986, the
Company opened a restaurant in Tacoma, Washington. In January 1987, the Company
began operation of a restaurant in Lynnwood, Washington and assumed operation of
an Elmer's restaurant in Grants Pass, Oregon. In fiscal 1988, the Company
acquired from former franchisees restaurants in Gresham, Albany, and Medford,
Oregon; and Boise, Idaho. In fiscal 1989, the Company purchased the land and
buildings for the Boise and Gresham restaurants and also purchased, from a
former franchisee, an additional restaurant in Hillsboro, Oregon. In May 1989,
the Company acquired a franchised Elmer's restaurant in Palm Springs,
California. In July 1991, the Company acquired a franchised Elmer's restaurant
in Beaverton, Oregon. In November 2000, the Company sold and entered into a
long-term franchise agreement and occupancy lease for the Gresham Elmer's
restaurant. Also in 2000 the Company purchased the assets and remodeled the
Springfield Elmer's restaurant. In April 2001 the Company purchased and
remodeled the Roseburg Elmer's restaurant. The Company purchased an Elmer's
restaurant located in Vancouver, Washington in April 2002. In fiscal 2003, the
Company purchased the land and constructed a restaurant located in Beaverton,
Oregon. Of the 11 Company-owned Elmer's restaurants, seven operate on leased
property and four on property owned by the Company.

         In July 2003, the Company purchased a one-acre site in Beaverton,
Oregon. The Company built a prototype restaurant at this location. The Company
intends to use the prototype restaurant to market the Elmer's concept to
prospective franchisees and as a training restaurant for franchise owners and
managers.

         The Company owns and operates five Mitzel's American Kitchen
restaurants, which were acquired on December 13, 2000. The first Mitzel's
restaurant opened in Everett, Washington in August of 1984. In July of 1985, a
restaurant was opened in Poulsbo, Washington. In 1987, restaurants were opened
in Oak Harbor and Kent, Washington. In August of 1992, a restaurant was opened
in Fife, Washington. All the restaurants operate on leased property.

         Five Ashley's restaurants were acquired in a merger with CBW, Inc. on
February 18, 1999. These restaurants initially opened in 1995 and 1996. The four
Richard's Delis and Pubs were acquired in a purchase of the outstanding stock of
Grass Valley Ltd., Inc. on March 31, 1999. The three Cooper's Delis were
acquired under a purchase agreement on July 1, 2002. All the restaurants operate
on leased property.

         The Company and its franchisees coordinate the purchase of their food,
beverages and supplies from Company-approved and other suppliers. Management
monitors the quality of the food, beverages and supplies provided to the
restaurants. The Company believes that its continued efforts over time have
achieved cost savings, improved food quality and consistency and helped decrease
volatility of food and supply costs for the restaurants. All essential food and
beverage products are available or, upon short notice, could be made available
from alternate qualified suppliers. Therefore, management believes that the loss
of any one supplier would not have a material adverse effect on the Company.

EMPLOYEES

         As of March 29, 2004, the Company employed 290 persons on a full-time
basis, of whom 25 were corporate office personnel and 265 were restaurant
personnel. At that date, the Company also employed 433 part-time restaurant and
1 part-time corporate personnel. Of 25 corporate employees, 9 are in upper
management positions and the remainder are professional and administrative
employees. Employees of franchised Elmer's restaurants are not included in these
figures. None of the Company's employees are covered by collective bargaining
agreements. The Company considers its employee relations to be excellent. Most
employees, other than management and corporate personnel, are paid on an hourly
basis. Many restaurant personnel also receive tips. The Company believes that it
provides working conditions, wages and benefits that exceed those of its
competition.

         Each Company-operated restaurant employs an average of 45 hourly
employees, many of whom work part time on various shifts. The management staff
of a typical restaurant consists of a general manager, one kitchen manager, one
assistant manager and two shift managers. The Company has an incentive
compensation program for restaurant managers that provides for quarterly bonuses
based upon the achievement of certain defined goals.

                                        7

EXECUTIVE OFFICERS OF THE REGISTRANT

         As of June 10, 2004, the executive officer and other key personnel of
the Company were as set forth below.

Name                      Age              Position
----                      ---              --------
Bruce Davis               43               President and Chief Executive Officer
Gerald Scott              50               Vice President
Dennis Miller             55               Secretary and Corporate Controller

EXECUTIVE OFFICER

         Bruce Davis has served as President and Chairman of Board of Directors
since August 1998. Mr. Davis has served as the Chief Executive Officer since
November 1, 2002. For more than five years prior to joining the Company, Mr.
Davis was President of three companies engaged in the restaurant business:
Jaspers Food Management, Inc. (1993-present), CBW, Inc. (1995-1999), and Oregon
Food Management, Inc. (1996-present).

KEY PERSONNEL

         Gerald Scott has served as Vice President since August 1998, and has
more than 30 years experience in restaurant operations. For more than five years
prior to joining the Company, Mr. Scott served as Vice President of Operations
for Jaspers Food Management, Inc. He served from November 1994 to November 1995
as Regional Director of Operations of Macheezmo Mouse Restaurants, Inc.

         Dennis Miller has served as Secretary since April 2002 and Corporate
Controller since December 2000 when the Company purchased the Mitzel's
Restaurants. Prior to that, and since September 1994, Mr. Miller was Corporate
Controller for Mercer Restaurant Services, which owned and managed restaurants
in the Puget Sound Area including the Mitzel's Restaurant chain. Prior to
joining the restaurant industry, he had over 22 years in hotel finance
positions, including 11 years with Westin Hotels.

TRADEMARKS AND SERVICE MARKS

         The Company believes its trademarks and service marks have significant
value and are important to its business. The Company has registered the
trademarks and service marks "Elmer's Breakfast o Lunch o Dinner" and the
Elmer's logo with the U.S. Patent and Trademark Office. The Company also has
other trademarks and service marks registered with the U.S. Patent and Trademark
Office. It is the Company's policy to pursue registration of its marks whenever
possible and to actively protect its marks against infringement.

         The Company grants to each of its Elmer's restaurant franchisees a
nonexclusive right to use the trademarks and service marks in connection with
and at each franchise location during the term of the franchise agreement.

ADVERTISING AND MARKETING

         Word-of-mouth advertising, new restaurant openings, and the on-premises
sale of promotional products have historically been the primary methods of
restaurant advertising. The Company recently hired a Marketing Director to
assist in projecting the Elmer's restaurant concept to the general public in the
Western states, primarily through magazines, newspapers, and radio and
television commercials. The Company maintains a common advertising pool with its
franchisees to advertise Elmer's restaurants. After production costs for the
advertising campaign have been paid out of the common pool, the remaining money
is used for advertising in the various local areas of the franchised
restaurants. The Company-owned Elmer's restaurants and all but four of the
franchised restaurants are required to participate by contributing one percent
of monthly gross revenues. The Company promotes the Mitzel's restaurants with
local and regional store marketing initiatives. At the present time, the Company
relies principally on word-of-mouth advertising and catering exposure for
advertising of Ashley's, Richard's and Cooper's.

         Generally, ongoing consumer research is employed on a limited basis to
track attitudes, brand awareness and market share of not only the Company's
customers, but also of its major competitors' customers as well. This is vital
in creating a better understanding of the Company's short and long-term
marketing strategies.

                                        8

COMPETITION

         The restaurant industry is highly competitive with respect to price,
concept, quality and speed of service, location, attractiveness of facilities,
customer recognition, convenience, food quality and variety, and is often
affected by changes in the tastes and eating habits of the public, including
changes in local, regional or national economic conditions affecting consumer
spending habits, demographic trends and traffic patterns, increases in the
number, type and location of competing restaurants, local and national economic
conditions affecting spending habits, and by population and traffic patterns.
The Company competes for potential franchisees with franchisors of other
restaurants, Company-owned restaurants, chains and others. The Company-owned
Elmer's restaurants and the franchised Elmer's restaurants compete for customers
with restaurants from national and regional chains as well as local
establishments. Some of the Company's competitors are much larger than the
Company and have greater capital resources that can be devoted to advertising,
product development and restaurant development and greater abilities to
withstand adverse business conditions. Increased competition, discounting and
changes in marketing strategies by one or more of these competitors could have
an adverse effect on the Company's sales and earnings in the affected markets.
In general, there is active competition for management personnel, capital and
attractive commercial real estate sites suitable for restaurants.

         The Company believes that the principal competitive factors in its
favor for attracting both restaurant franchisees and restaurant customers are
Elmer's extensive menu, quality of food, service, reasonable prices, and brand
awareness.

GOVERNMENT REGULATIONS

         The restaurant industry generally, and each Company-operated and
franchised restaurant specifically, are subject to numerous federal, state and
local government regulations, including those relating to the preparation and
sale of food and those relating to building, zoning, health, accommodations for
disabled members of the public, sanitation, safety, fire, environmental and land
use requirements; and, in some cases, state and local licensing of the sale of
alcoholic beverages and the state licensing of gaming. The Company and its
franchisees are also subject to federal and state laws governing their
relationship with employees, including minimum wage requirements, accommodation
for disabilities, overtime, working and safety conditions and
citizenship/residency requirements. Federal and state environmental regulations
have not had a major effect on the Company's operations to date. The Company has
no material contracts with the United States government or any of its agencies.

         The Company is subject to a number of federal and state laws regulating
franchise operations and sales. For the most part, those laws impose
registration and disclosure requirements on the Company in the offer and sale of
franchises but, in certain cases, also apply substantive standards to the
relationship between the Company and the franchisees, including limitations on
noncompetition provisions and on provisions concerning the termination or
nonrenewal of a franchise. Some states require that certain franchise offering
materials be registered before franchises can be offered or sold in that state.
The Company is also subject to Federal Trade Commission regulations covering
disclosure requirements and sales of franchises.

ITEM 2.      PROPERTIES

HEADQUARTERS

         The Company's corporate offices are located in Portland, Oregon and
consist of an office facility of approximately 5,000 square feet. Lease payments
totaled approximately $34,000 for fiscal 2004. The lease expires November 30,
2006.

COMPANY-OWNED RESTAURANTS

         COMPANY-OWNED PROPERTIES. The Company owns the real property upon which
the following four Company-owned restaurants are located. All of the properties
are subject to mortgages in favor of lending institutions.

                                                         Approximate Area
Elmer's Locations                                Site             Restaurant
-----------------                                ----             ----------
Tacoma, Washington                               1.3 acres        6,660 sq. ft.
Lynnwood, Washington                             1 acre           6,500 sq. ft.
Boise, Idaho                                     1.3 acres        5,430 sq. ft.
Beaverton, Oregon                                1 acre           5,921 sq. ft.


                                        9



         LEASED PROPERTIES. The Company leases the property upon which the
following 25 Corporate-owned restaurants are located. Each lease contains
specific terms relating to calculation of lease payment, renewal, purchase
options, if any, and other matters.

                                                Approximate Area
         Elmer's Locations                Restaurant Sq. ft.    Expiration
         -----------------                ------------------    ----------
         Hillsboro, Oregon                       6,350          January, 2011
         Albany, Oregon                          5,460          February, 2008
         Springfield, Oregon                     9,000          June, 2011
         Palm Springs, California                5,500          April, 2007
         Portland, Oregon (Delta Park)           6,350          July, 2006
         Vancouver, Washington                   5,900          February, 2009
         Beaverton, Oregon                       5,322          August, 2006

         Mitzel's Locations
         ------------------
         Everett, Washington                     6,200          December, 2004
         Fife, Washington                        5,900          September, 2011
         Kent, Washington                        5,100          April, 2005
         Oak Harbor, Washington                  5,200          April, 2005
         Poulsbo, Washington                     6,500          July, 2005

         Ashley's Locations
         ------------------
         Bend, Oregon (North)                    1,000          December, 2005
         Bend, Oregon (South)                    1,400          August, 2006
         Redmond, Oregon                         1,200          June, 2006
         Eugene, Oregon                          1,700          September, 2005
         Springfield, Oregon (Gateway)             921          January, 2005
         Springfield, Oregon (Thurston)          1,200          March, 2007

         Richard's Locations
         -------------------
         Aloha, Oregon                           1,727          November, 2005
         Hillsboro, Oregon (North)               1,092          August, 2004
         Hillsboro, Oregon (South)               4,000          March, 2005
         Tigard, Oregon                          1,743          December, 2007

         Cooper's Deli and Pub
         ---------------------
         Salem, Oregon (Commercial)              1,070          August, 2008
         Salem, Oregon (Keizer)                  1,440          May, 2009
         Salem, Oregon (Lancaster)               2,390          January, 2008


         The Company believes that its facilities are generally in good
condition and that they are suitable for their current uses. The Company engages
periodically in remodeling and other capital improvement projects designed to
expand and improve the efficiency of its facilities. Of the ten leases up for
renewal in the next two years, the Company holds options to renew eight of them
including each of the Elmer's and Mitzel's locations coming due in the next two
years.

ITEM 3.      LEGAL PROCEEDINGS

         The Company is periodically involved in litigation relating to claims
arising in the normal course of business. The Company maintains insurance
coverage against potential claims in amounts that it believes to be adequate.
Management believes that it is not presently a party to any litigation, the
outcome of which could have a material adverse effect on the Company's business
or operations.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

                                       10

                                     PART II

ITEM 5.      MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
             MATTERS

         The Company's Common Stock is traded on the NASDAQ SmallCap Market
under the symbol "ELMS."

         The following table sets forth the high and low reported sales prices
of the Common Stock in the NASDAQ Small Cap Market for the fiscal year quarters
indicated:

                                             Fiscal Year Ended
                                 March 29, 2004              March 31, 2003
                         ----------------------------- -------------------------
                             High          Low             High          Low
1st Quarter                  8.00          4.83            7.51          4.74
2nd Quarter                  6.49          5.91            6.04          4.90
3rd Quarter                  6.75          6.00            5.42          4.97
4th Quarter                  7.50          6.40            6.50          5.00

         Although the Common Stock is traded on the NASDAQ Small Cap Market,
there is a relatively low trading volume.

         On October 22, 2003, the Board of Directors directed the Company to
prepare a tender offer for 204,200 shares of the Company's common stock. The
Company commenced the tender offer on December 10, 2003 to purchase 204,200
shares of its common stock at a purchase price of $6.43 per share.

         Based on the final count by the depository for the tender offer (OTR,
Inc.) on January 14, 2004, 568,564 shares of common stock were properly tendered
and not withdrawn. The Company accepted for purchase 204,255 shares,
representing approximately 10% of outstanding shares, at a purchase price of
$6.43 per share in accordance with the terms of the offer. The Company purchased
36% of the shares tendered. The aggregate price of the shares purchased by the
Company through the tender offer was $1,313,088. Fees and expenses associated
with the tender offer were $16,453 and were expensed in the Company's 4th
Quarter. All shares repurchased by the Company were retired.

         The Company has not paid or declared cash dividends on its Common
Stock. In March 2002 the Company declared a five-percent stock dividend. The
Company intends to retain any future earnings to finance growth and does not
presently intend to pay cash dividends. Any future dividend will be determined
by the Board of Directors based on the Company's earnings, financial condition,
capital requirements, debt covenants or other relevant factors will determine
any future dividends.

         As of May 14, 2004, the Company had 150 shareholders of record. The
Company estimates there are approximately 450 beneficial shareholders.

UNREGISTERED SALES OF STOCK

         No sales of unregistered Common Stock were made by the Company in the
last three fiscal years.

ITEM 6.      SELECTED FINANCIAL DATA

         The following selected financial data relating to the Company should be
read in conjunction with the Company's consolidated financial statements and the
related notes thereto, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," other financial information included
herein, and Elmer's Restaurants, Inc. consolidated financial statements. The
selected financial data set forth below for the Company as of March 29, 2004,
March 31, 2003 and April 1, 2002 and for each of the three years in the period
ended March 29, 2004 are derived from the audited financial statements included
elsewhere herein. The selected financial data set forth below for the Company as
of April 2, 2001 and March 31, 2000 are derived from the consolidated financial
statements not included elsewhere herein.

                                       11

ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
SELECTED FINANCIAL DATA



                                          March 29,       March 31,       April 1,        April 2,        March 31,
For the fiscal years ended                  2004             2003           2002            2001             2000

                                                                                           
Revenues                                   $33,491,570     $31,984,292    $33,775,648      $25,852,336    $22,179,574
Net income                                   1,277,384       1,557,613      1,065,856          956,006        939,549
Net income per share                              0.64            0.76           0.52             0.48           0.49
Total assets                                19,045,329      17,389,303     16,685,283       16,374,147     13,847,208
Long-term notes payable, less
current portion                              4,916,157       4,439,170      5,366,050        5,798,769      5,124,130
Total liabilities                            9,421,134       7,639,198      8,396,191        9,129,937      8,209,004
Total shareholder's equity                   9,624,195       9,750,105      8,289,092        7,244,210      5,638,204


         On August 25, 1998, CBW, Inc. ("CBW") acquired a controlling interest
in the then outstanding stock of Elmer's. On February 18, 1999, CBW merged with
and into Elmer's. These transactions have been accounted for as a purchase of
Elmer's by CBW and, accordingly a new basis of accounting, based on fair values,
was established for the assets and liabilities of Elmer's. Subsequent to the
acquisition on August 25, 1998, the Company's financial statements reflect the
combined results of operations and financial position of CBW and Elmer's based
on the new basis of accounting for Elmer's and the historical cost basis of CBW.

         The following table presents summarized quarterly results for Fiscal
2004 and 2003.




                                                Quarter 1            Quarter 2             Quarter 3         Quarter 4
FISCAL 2004
                                                                                                
  Revenues                                    $10,059,012           $7,835,882            $7,705,568        $7,891,108
  Operating Income                                618,893              579,128               486,991           493,500
  Net Income                                      363,105              330,528               289,151           294,600
  Net Income per share                        $      0.18           $     0.16            $     0.14        $     0.16

FISCAL 2003
  Revenues                                    $ 9,438,069           $7,385,565            $7,575,376        $7,585,282
  Operating Income                              1,303,913              512,923               484,444           456,290
  Net Income                                      713,082              290,063               268,145           286,323
  Net Income per share                        $      0.35           $     0.14            $     0.13        $     0.14



ITEM 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS

         The following discussion should be read in conjunction with the
"Selected Historical Financial Data" and the financial statements of the Company
and the accompanying notes thereto included elsewhere herein. Certain
information discussed below may constitute forward-looking statements within the
meaning of the federal securities laws. Although the Company believes that the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, it can give no assurance that its expectations will be
achieved. Forward-looking information is subject to certain risks, trends and
uncertainties that could cause actual results to differ materially from
projected results. Among those risks, trends and uncertainties are the general
economic climate, costs of food and labor, consumer demand, interest rate
levels, restrictions imposed by the Company's debt covenants, management
control, availability of supplies, changes in government regulation,
particularly in relation to lottery rules and compensation, the availability of
financing and other risks associated with the acquisition, development and
operation of new and existing restaurants. This list of risks and uncertainties
is not exhaustive.

CRITICAL ACCOUNTING POLICIES

The Company's reported results are affected by the application of certain
accounting policies that require subjective or complex judgments. These
judgments involve estimates that are inherently uncertain and may have a
significant impact on the Company's quarterly or annual results of operations
and financial condition. Changes in these estimates and judgments could have
significant effects on the Company's results of operations and financial
condition in future years. Management believes the Company's most critical
accounting policies cover accounting for long-lived assets - specifically
property, buildings and equipment

                                       12

depreciation thereon and the valuation of intangible assets. Additional critical
accounting policies govern revenue recognition and accounting for stock options.

Property, Buildings and Equipment
---------------------------------
When the Company purchases property, buildings and equipment, the assets are
recorded at cost. However, when the Company acquires an operating restaurant or
business, the Company must allocate the purchase price between the fair market
value of the tangible assets acquired and any excess to goodwill. The fair
market value of restaurant equipment fixtures and furnishings in an operating
restaurant is difficult to separate from the going concern value of the
restaurant. Most of the value of the equipment is due to the fact that it is in
the restaurant and working. The Company values in place equipment with reference
to replacement cost, age and condition, and utility in its intended use.

Intangible Assets
-----------------
The Company reviews the valuation of its intangible assets and goodwill annually
based on its third quarter financial statements. If the fair values of the
intangibles and goodwill were less than their recorded values, an impairment
loss would be recognized. The fair values of the reporting units are estimated
using multiples of earnings before interest, taxes, depreciation and
amortization. The market for these intangibles and goodwill is limited and the
realizable value will differ from the fair values estimated by using a multiple
of earnings.

Depreciation
------------
Property, buildings and equipment are depreciated using the straight-line method
over their estimated useful lives. The useful lives of the individual assets are
estimated by the Company's management based upon their experience in the
restaurant industry. Generally buildings are depreciated over 35 years and
equipment is depreciated over a range of 3 to 10 years. Leasehold improvements
are amortized on a straight-line method over their estimated useful lives or the
term of the related lease, whichever is shorter. Periodically the Company
reviews the net book value of its depreciable assets to determine if there is
any possible impairment of value. If it were to be determined that any asset had
been permanently impaired the asset would be written down to its realizable
value. To date, the Company has not determined any depreciable assets to be
impaired. Differences between the realized lives and the estimated lives could
result in changes to the Company's results from operations in future years, as
well as changes in the rate of recurring capital expenditures.

Revenue Recognition
-------------------
The Company's revenue is primarily from cash and credit card transactions. As
such, restaurant revenue is generally recognized upon receipt of cash or credit
cards receipts. Franchise fees based upon a percent of the franchisees gross
sales are recognized as the franchisees' sales occur. Revenue from the lottery,
which includes traditional ticket based games and video poker games is recorded
on a commission basis, that is net of state regulated payouts. Expenses are
recorded using accrual accounting based upon when goods and services are used.

Stock Options
-------------
The Company accounts for its stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations. Based on this
methodology the Company has not recorded any compensation costs related to its
stock options since all options have been issued at an exercise price equal to
or greater than the market value of the Company's stock at the time of issuance.

In Note 1 of the Notes to Consolidated Financial Statements, we provide pro
forma disclosures of net income and earnings per share as if the method
prescribed by SFAS No. 123, Accounting for Stock-Based Compensation, had been
applied in measuring compensation expense. A change to recognize compensation
expense for all options granted using a fair value approach in regularly
reported financial results would have a significant impact on our results of
operations.

RECENTLY ISSUED ACCOUNTING STANDARDS

In May 2003, the Financial Accounting Standards Board (FASB) issued SFAS No.
150, Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity. SFAS No. 150 establishes standards for classification
and measurement of certain financial instruments with characteristics of both
liabilities and equity. This statement is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period after June 15, 2003. The adoption of SFAS
No. 150 did not have a material effect on the Company's consolidated financial
statements.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. This statement amends and
clarifies financial accounting and reporting for derivative instruments
including certain

                                       13

derivatives embedded in other contracts. This statement is effective for
contracts entered into or modified after June 30, 2003. The adoption of SFAS No.
149 did not have a material effect on the Company's consolidated financial
statements.

In January 2003, FASB issued Interpretation No. 46 (FIN 46), Consolidation of
Variable Interest Entities, which was subsequently revised through
Interpretation No. 46R (FIN No. 46R). This interpretation and its revision
clarify the application of Accounting Research Bulletin No. 51, Consolidated
Financial Statements, and require existing unconsolidated variable interest
entities to be consolidated by their primary beneficiaries if the entities do
not effectively disperse risks among parties involved. The Company's management
does not expect that the application of the provisions of this interpretation
will have a material impact on the Company's consolidated financial statements.

In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS
No. 148, Accounting for Stock-Based Compensation--Transition and Disclosure--an
Amendment of FASB Statement No. 123. This statement amends FASB Statement No.
123, Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this statement amends the
disclosure requirements of statement No. 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. Management intends to continue using the intrinsic value method for
stock-based employee compensation arrangements and, therefore, does not expect
that the application provisions of this statement will have a material impact on
the Company's consolidated financial statements. Additional required disclosures
have been included in Note 1 of the financial statements.

In November 2002, FASB issued Interpretation No. 45 (FIN 45), Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. This interpretation elaborates on the
disclosures to be made by a guarantor about its obligations under certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of
the obligation undertaken in issuing a guarantee. The Company has complied with
the disclosure requirements of FIN 45. The initial recognition and initial
measurement provisions shall be applied on a prospective basis to guarantees
issued or modified after December 31, 2002. Management does not expect that the
application of the provisions of this interpretation will have a material impact
on the Company's consolidated financial statements.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. This statement addresses financial accounting and
reporting for costs associated with exit or disposal activities. The Company has
adopted this statement and there was no material impact on the consolidated
financial statements.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
Among other things, this statement rescinds FASB Statement No. 4, Reporting
Gains and Losses from Extinguishment of Debt, and an amendment of that
statement, FASB Statement No. 64, Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements. The Company adopted the provisions of SFAS No. 145
under its early application provisions in the first quarter of 2003. The Company
recorded a loss on extinguishment of debt totaling $97,500 in the prior year and
$32,500 in the current year and current quarter that is included in "Other
income (expense)" on the consolidated financial statements.

HIGHLIGHTS OF HISTORICAL RESULTS

         The Company reported record net income of approximately $1,277,000, or
$.64 basic earnings per share for the year ended March 29, 2004, on sales of
approximately $33,492,000. This compares to reported net income of approximately
$1,558,000, or $.76 per share for the year ended March 31, 2003. For the year
ended April 1, 2002, the Company reported net income of approximately $1,066,000
or $.52 per share. The $281,000 decrease in net income 2004 over 2003 is largely
attributable to gain in fiscal 2003 on sale of the three Southern Oregon
restaurants of $504,000 net of tax, partially offset by losses totaling $141,000
from debt repurchase, restaurant relocation and losses on investments.

         During the year ended March 29, 2004, total assets increased
approximately $1,656,000 to $19 million. During the year ended March 29, 2004,
total shareholders' equity decreased approximately $126,000 to $9.6 million,
primarily as a result of the purchase of 10% of the Company's outstanding shares
of stock offset by the Company's current year net income.

                                       14

COMPARISON OF FISCAL YEAR 2004 RESULTS TO HISTORICAL RESULTS OF OPERATIONS
Dollar amounts in thousands except per share data


                                                                                 For the Year Ended
                                             ------------------------------ ---------------------------- ---------------------------
                                                    March 29, 2004                March 31, 2003                 April 1, 2002
                                             ------------------------------ ---------------------------- ---------------------------
                                                                Percent of                   Percent of                  Percent of
                                               Amount            Revenues     Amount          Revenues     Amount         Revenues
                                             ------------------------------ ---------------------------- ---------------------------

                                                                                                       
Revenue                                       $  33,492           100.0 %    $  31,984         100.0 %    $  33,776        100.0 %
Restaurant costs and expenses                    28,848            86.1 %       27,711          86.6 %       29,443         87.2 %
General and administrative expenses               2,461             7.4 %        2,268           7.1 %        2,298          6.8 %
(Gain) loss on sale of land, buildings, and
equipment                                             4               -           (752)         (2.4)%            6            -
Operating income                                  2,178             6.5 %        2,758           8.6 %        2,028          6.0 %
Non operating income (expense)                     (276)            (.8)%         (440)         (1.4)%         (462)        (1.4)%
Net income                                        1,277             3.8 %        1,558           4.9 %        1,066          3.2 %
Earnings per share                            $     .64                      $     .76                    $     .52
Weighted average shares outstanding           1,990,047                      2,047,061                    2,058,955


REVENUE


                                                                 For the Year Ended
                                 --------------------------- -------------------------- ---------------------------
                                       March 29, 2004               March 31, 2003              April 1, 2002
                                 --------------------------- -------------------------- ---------------------------
                                                 Percent of                 Percent of                  Percent of
                                   Amount         Revenues     Amount        Revenues     Amount         Revenues
                                 --------------------------- -------------------------- ---------------------------
                                                                                          
Restaurant operations:
Restaurant sales                  $  28,100          83.9%    $  27,051         84.6%    $  29,147          86.3%
Lottery                               4,188          12.5%        3,682         11.5%        3,412          10.1%
                                  ---------      ---------    ---------     ---------    ---------      ---------
                                     32,288          96.4%       30,733         96.1%       32,559          96.4%
Franchise operations                  1,204           3.6%        1,251          3.9%        1,217           3.6%
                                  ---------      ---------    ---------     ---------    ---------      ---------
Total revenue                     $  33,492         100.0%    $  31,984        100.0%    $  33,776         100.0%
                                  =========      =========    =========     =========    =========      =========


          REVENUES. Restaurant sales are comprised of food and beverage sales at
Company owned restaurants. Lottery revenues are principally commissions received
from the sale of Oregon Lottery products under retailer contracts with the
Oregon State Lottery. March 31, 2004, the Oregon Lottery Commission approved a
new six-year retailer contract effective June 27, 2004. The new contract lowers
retailer commissions by approximately 10%. If the new commission structure had
been applied to sales for the year ended March 29, 2004, it would have reduced
revenues from commissions by approximately $435,000. The Lottery has installed
additional terminals in most Company locations and the Company expects year over
year sales increases to significantly reduce, but not eliminate, the impact of
the new lower rates. As a result of timing features of the new contract, most of
the adverse impact will be felt in the Company's second quarter ending the
second Monday in October.

         Revenues for the year ended March 29, 2004 were 4.7% higher than for
the comparable period in 2003. Revenues from same store restaurant operations
showed an increase of 2.5% over the comparable period in 2003. Same store sales
at the core Elmer's brand increased 1.3% for the year ended March 29, 2004.

RESTAURANT COSTS AND EXPENSES.  A comparison of restaurant costs and expenses as
a percent of revenue is as follows:



                                                              FOR THE YEAR ENDED
                                              -------------- -- ------------- --- --------------
                                                MARCH 29,        MARCH 31,          APRIL 1,
                                                  2004              2003              2002
                                              --------------    -------------     --------------

Cost of restaurant sales:
                                                                         
Food and beverage                                     29.6%            28.9%              28.7%
Labor and related costs                               33.5%            35.1%              35.9%
Restaurant operating costs                            13.9%            13.9%              14.0%
Occupancy costs                                        6.2%             6.3%               6.1%
Depreciation and amortization                          2.5%             2.4%               2.3%
Restaurant opening and closing expenses                 .4%             0.0%               0.2%
                                              --------------    -------------     --------------
    Total Cost of Restaurant Sales                    86.1%            86.6%              87.2%
                                              ==============    =============     ==============


                                       15

         GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative ("G&A")
expenses were 7.4% of total revenue in fiscal 2004 compared to 7.1% and 6.8% in
fiscal 2003 and 2002 respectively. Following the sale of the three Southern
Oregon restaurants, the Company has worked to reduce G&A expense in conjunction
with the reduction in the number of Company owned restaurants. The time required
to achieve these cost savings accounts for the increase in G&A expense as a
percentage of sales in the first half of the year.

         NON-OPERATING INCOME/(EXPENSE). Non-operating expense was .8% of total
revenues for the year ended March 29, 2004 compared to 1.4% and 1.4% of total
revenues in the years ended March 31, 2003 and April 1, 2002 respectively. Net
interest expense has declined each year as a percentage of revenues. In the
current year the Company recorded a loss on debt extinguishment and gains on
sales of marketable securities equal to .1% of total revenues. Whereas, for the
year ended March 31, 2003 the Company had losses on debt extinguishment and
marketable securities of .5% of total revenue.

         LIQUIDITY AND CAPITAL RESOURCES. As of March 29, 2004, the Company had
cash and equivalents of approximately $1.6 million representing a decrease from
March 31, 2003 of approximately $.6 million. Cash provided by operations was
$3.0 million. The Company used $2.7 million of cash in investing activities.
Purchase of land and construction of the Cornell Oaks restaurant, which opened
in December 2003, totaled $2.4 million. Capital expenditures at the remaining
Company restaurants totaled $694,000. Cash used in financing activities
consisted of stock repurchases of $1,465,000, repurchase of convertible debt of
$682,500, repayment of notes payable of $353,000 and offset by the issuance of
long term debt of $1,563,000.

         The Company repurchased 204,255 shares of its Common Stock, 10% of the
total, in a self-tender offer on January 14, 2004 for $1,313,085. In addition
the Company repurchased 25,000 shares of stock for $151,700 in a privately
negotiated transaction which was completed in November 2003.

         The Company's primary liquidity needs arise from debt service,
operating lease requirements and the funding of capital expenditures. The
Company's primary source of liquidity during the year is the operation of its
restaurants, franchise fees earned from its franchisees, cash on hand, and
borrowings. As of March 29, 2004, the Company's primary indebtedness was $3.8
million under term loan facilities with GE Capital, $1.5 million in real estate
loan facilities with Wells Fargo Bank.

         The Board of Directors adopted the 1999 Stock Option Plan (the Plan) in
February 1999, which provides for the award of incentive stock option to key
employees and the award of nonqualified stock options to employee and
nonemployee directors. Under the terms of the Plan, the exercise price of the
options are determined as the fair market value based on trading values of the
Company's common stock at the time the option is granted. Under the Plan 546,000
shares of common stock are authorized for issuance. Options are exercisable upon
vesting. Options generally vest 20% annually and expire 10 and 15 years after
the date of grant. The Company complies with the disclosure-only provisions of
SFAS No. 123 and no compensation cost has been recognized for the Plan.

         In March 2004, the Company granted stock options for 12,000 shares to
non-employee directors of the Company. The options vest over five years and have
a ten-year term. The exercise price of $6.77 was equal to the market value of
the Company's stock on the grant date.

         In May 2003, the Company granted non-executive incentive stock options
for 45,000 shares to employees of the Company. The options vest over five years
and have a ten-year term. The exercise price of $5.48 was equal to the market
value of the Company's stock on the grant date.

         In August 2002, the Company elected to fix the interest rate on the
$925,000 portion of the GE Capital loan that had a variable interest rate. The
new rate is 7.4% per annum. The GE loans carry a weighted average interest rate
of 8.4% and have a maturity of 7.3 years.

         The remaining Wells Fargo real estate debt has a weighted-average
maturity of 5.4 years, bears interest at an average of 5.8%, requires monthly
payments of principal and interest, and is collateralized by three real estate
assets. In June 2003 the Company negotiated a variable rate note, which in
combination with an interest rate swap agreement, results in an average fixed
interest rate of 6.17%.

         Certain of the Company's debt agreements require compliance with debt
covenants. The most restrictive covenants require the Company to maintain a
maximum ratio of total liabilities, excluding subordinated debt, to tangible net
worth plus subordinated debt of 3.5 to 1.0, and a ratio of cash generation
(defined as net income before taxes, interest expense, depreciation and
amortization) to total interest expense plus the prior period current maturities
of long-term debt of at least 2.0 to 1.0. Management believes that the Company
is in compliance with such requirements.

                                       16

         Elmer's Restaurants, Inc., like most restaurant businesses, is able to
operate with nominal or deficit working capital because sales are for cash and
inventory turnover is rapid. Renovation and/or remodeling of existing
restaurants are either funded directly from available cash or, in some
instances, is financed through outside lenders. Construction or acquisition of
new restaurants is generally, although not always, financed by outside lenders.

         The Company believes that it will continue to be able to obtain
adequate financing on acceptable terms for new restaurant construction and
acquisitions and that cash generated from operations will be adequate to meet
its financial needs and to pay operating expenses for the foreseeable future,
although no assurances can be given.

CONTRACTUAL OBLIGATIONS

         The Company makes a range of contractual commitments in the ordinary
course of business and in conjunction with the acquisition and sale of
restaurants. The following table shows the Company's contractual obligations:



                                                                  Commitment expiration period
                                Total amount committed    1 year or less       1-3 years      4-5 years    5 years or more
---------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Term debt                                 $  5,332,435       $   416,278     $   965,755     $1,356,542         $2,593,860
Operating leases                             5,397,174         1,422,915       2,030,727      1,114,032            829,500
Guarantees                                     969,300           273,000         586,950        109,350                  -
---------------------------------------------------------------------------------------------------------------------------
Totals                                    $ 11,698,909       $ 2,112,193     $ 3,583,432     $2,579,924         $3,423,360
                                          ============       ===========     ===========     ==========         ==========


         The covenants to the Company's term debt require the Company to
maintain certain leverage and cash flow ratios, discussed in detail in the notes
to the financial statements. The Company believes it is in compliance with all
debt covenants as of the fiscal year ended March 29, 2004 and the Company
expects it will continue to be in compliance. However, in the event the Company
was out of compliance with the debt covenants, the terms of the loan agreements
generally provide for the acceleration of repayment.

         The Company has signed long-term occupancy leases for all but three of
its restaurant locations. These leases are recorded as operating leases, and
costs are expensed as they become due.

         Under the terms of lease assignment agreements, the Company has
guaranteed certain franchisee occupancy leases for three more years. In one case
the Company's guarantee would be extended in the event the franchisee exercises
their options to extend the lease. If all options are exercised, the guarantee
would be extended until 2018. In all cases these guarantees are in turn,
personally guaranteed by the franchisee. In the event the franchisee defaulted
on the occupancy lease, the Company could be required to pay all rent and other
amounts due under the terms of the lease for the remainder of the guarantee
term. In the event of default, the Company expects it would exercise its right
to reoccupy and continue to operate the restaurants as Elmer's Breakfast o Lunch
o Dinner(R). These guarantees are further discussed in Note 11 of the financial
statements.

INFLATION

         Certain of the Company's operating costs are subject to inflationary
pressures, of which the most significant are food and labor costs. As of March
29, 2004, a significant percentage of the Company's employees were paid wages
equal to or based on the state minimum hourly wage rates. Economic growth that
would reduce unemployment or make more jobs available in higher paying
industries could directly affect the Company's labor costs. The Company believes
that inflation has not had a material impact on its results of operations for
fiscal 2004, fiscal 2003 or fiscal 2002. Substantial increases in costs could
have a significant impact on the Company and the industry. If operating expenses
increase, management believes it can recover increased costs by increasing
prices to the extent deemed advisable considering competition.

SEASONALITY

         The seasonality of restaurant sales due to consumer spending habits can
be significantly affected by the timing of advertising, competitive market
conditions and weather-related events. While restaurant sales for certain
quarters can be stronger, or weaker, there is no predominant pattern.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS:

         Certain statements in this Form 10-K under "Item 1. Business," "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and elsewhere in this Form 10-K constitute "forward-looking
statements" within

                                       17

the meaning of the Securities Act of 1933, as amended and the Securities
Exchange Act of 1934, as amended. Such forward-looking statements involve known
and unknown risks, uncertainties, and other factors, which may cause the actual
results, performance, or achievements of the Company to be materially different
from any future results, performance, or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the
following: general economic and business conditions; the impact of competitive
products and pricing; success of operating initiatives; development and
operating costs; advertising and promotional efforts; adverse publicity;
acceptance of new product offerings; consumer trial and frequency; availability,
locations, and terms of sites for restaurant development; changes in business
strategy or development plans; quality of management; availability, terms and
deployment of capital; the results of financing efforts; business abilities and
judgment of personnel; availability of qualified personnel; food, labor and
employee benefit costs; changes in, or the failure to comply with, government
regulations; changes in lottery commissions or regulations; continued NASDAQ
listing; weather conditions; construction schedules; and other factors
referenced in this Form 10-K.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company invests excess cash beyond its working capital requirements
in liquid marketable securities. These securities include corporate and
government bond mutual funds focusing on issues with medium and short term
maturities. The Company actively manages its portfolio to reduce interest rate
risk. However, an increase in interest rate levels will tend to reduce the value
of the portfolio.

         Certain of the Company's outstanding financial instruments are subject
to market risks, including interest rate risk. Such financial instruments are
not currently subject to foreign currency risk or commodity price risk. A rise
in prevailing interest rates could have adverse effects on the Company's
financial condition and results of operations. The fair value of financial
instruments approximates the book value at March 29, 2004.

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The response to this item is submitted as a separate section of this
Form 10-K. See Item 15.

ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURE

         None.

ITEM 9A.     CONTROLS AND PROCEDURES

         The Company's Chief Executive Officer and its Corporate Controller,
after evaluating the effectiveness of the Company's disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
and 15d-14(c)) as of March 29, 2004 (the"Evaluation Date"), have concluded that
as of the Evaluation Date, the Company's disclosure controls and procedures were
effective and designed to ensure that material information relating to the
Company and its consolidated subsidiaries would be made known to them by others
within those entities.

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect those controls subsequent to
the Evaluation Date.

                                    PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information with respect to directors of the Company is included under
the caption "Election of Directors" in the Company's definitive proxy statement
(the "2004 Proxy Statement") for its 2004 Annual Meeting of Shareholders filed
or to be filed not later than 120 days after the end of the fiscal year covered
by this Report and is incorporated herein by reference. Information with respect
to executive officers of the Company is included under Part I of this Report.
Information with respect to compliance with Section 16(a) of the Securities
Exchange Act is included under "Section 16(a) Beneficial Ownership Reporting
Compliance" in the 2004 Proxy Statement.

ITEM 11.     EXECUTIVE COMPENSATION

         Information with respect to executive compensation is included under
the caption "Executive Compensation" in the 2004 Proxy Statement and is
incorporated herein by reference.


                                    18

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information with respect to security ownership of certain beneficial
owners and management is included under the caption "Security Ownership of
Certain Beneficial Owners and Management" in the 2004 Proxy Statement
incorporated herein by reference.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Jaspers Food Management, Inc. ("JFMI") provides some of the Company's
administrative and accounting service needs for the operations of the Company's
Ashley's, Richard's and Cooper's restaurants. William Service and Bruce Davis
each own 36% of the outstanding common stock of JFMI and each serves on JFMI's
three-person Board of Directors. JFMI's third director is Cordy Jensen who owns
3.75% of the outstanding common stock of JFMI. Mr. Davis is an executive officer
of the Company, Mr. Service resigned as Chief Executive Officer of the Company
effective November 1, 2002. Messrs. Service, Davis and Jensen serve on the
Company's Board of Directors. For Fiscal 2004, Mr. Davis was entitled to annual
salaried compensation of $30,000 from JFMI.

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

         Information required is set forth under the caption "Audit Committee"
in the Proxy Statement and is incorporated herein by reference.


                                     PART IV

ITEM 15.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 10-K

         The Financial Statements listed in the accompanying index on page F-1
are filed as part of this Report.



                  Financial Statements and Schedules                                                      Page in
                                                                                                        this Report

                                                                                                         
Independent Auditor's Reports...............................................................................F-1

Consolidated Balance Sheets at March 29, 2004 and March 31, 2003............................................F-2

Consolidated Statements of Income for the years ended March 29, 2004, March 31, 2003
and April 1, 2002...........................................................................................F-3

Consolidated Statements of Changes in Shareholders' Equity for the years ended March 29, 2004,
March 31, 2003 and April 1, 2002............................................................................F-4

Consolidated Statements of Cash Flows for the years ended March 29, 2004, March 31, 2003
and April 1, 2002...........................................................................................F-5

Notes to Consolidated Financial Statements..................................................................F-6


         No other schedules are included because the required information is
inapplicable or is presented in the financial statements or related notes
thereto.

                                       19

INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Shareholders
Elmer's Restaurants, Inc. and Subsidiaries


We  have  audited  the  accompanying  consolidated  balance  sheets  of  Elmer's
Restaurants, Inc. and Subsidiaries (the Company), as of March 29, 2004 and March
31,  2003  and  the  related  consolidated  statements  of  income,  changes  in
shareholders'  equity,  and cash flows for the years ended March 29, 2004, March
31, 2003 and April 1, 2002.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the auditing  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable  assurance about whether the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Elmer's Restaurants,
Inc. and Subsidiaries,  as of March 29, 2004 and March 31, 2003, and the results
of their  operations  and their cash flows for the years ended  March 29,  2004,
March 31, 2003 and April 1, 2002, in  conformity  with U.S.  generally  accepted
accounting principles.




Portland, Oregon
May 24, 2004





















                                       F-1

                                      ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
                                                     CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------


                                                                                         MARCH 29,             MARCH 31,
                                                                                           2004                  2003
                                                                                       --------------        --------------

                                                          ASSETS

CURRENT ASSETS
                                                                                                       
      Cash and cash equivalents                                                        $   1,601,378         $   2,200,263
      Marketable securities                                                                  930,196               760,441
      Accounts and franchise fees receivable                                                 261,669               260,848
      Notes receivable - franchisees, current portion                                         41,036                81,771
      Inventories                                                                            372,707               430,737
      Prepaid expenses and other                                                             476,159               227,142
      Income taxes receivable                                                                159,877               121,617
                                                                                       --------------        --------------

                       Total current assets                                                3,843,022             4,082,819

      Notes receivable - franchisees, net of current portion                                 191,244               212,026
      Property, buildings, and equipment, net                                              9,325,050             7,075,969
      Goodwill                                                                             4,897,743             4,897,743
      Intangible assets                                                                      602,709               602,709
      Principal debt service account for convertible debt                                        -                 208,929
      Other assets                                                                           185,561               309,108
                                                                                       --------------        --------------

TOTAL ASSETS                                                                           $  19,045,329         $  17,389,303
                                                                                       ==============        ==============

                                           LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
      Notes payable, current portion                                                   $     416,278         $     332,810
      Accounts payable                                                                     1,496,905             1,118,167
      Accrued expenses                                                                       500,536               314,136
      Accrued payroll and related taxes                                                      662,253               486,915
                                                                                       --------------        --------------

                       Total current liabilities                                           3,075,972             2,252,028

      Notes payable, net of current portion                                                4,916,157             4,439,170
      Deferred income taxes                                                                1,396,000               948,000
      Obligation under interest rate swap                                                     33,005                   -
                                                                                       --------------        --------------

                       Total liabilities                                                   9,421,134             7,639,198
                                                                                       --------------        --------------

COMMITMENTS AND CONTINGENCIES (NOTE 8)

SHAREHOLDERS' EQUITY
      Common stock, no par value, 10,000,000 shares authorized;
                   1,816,335 and 2,041,709 shares issued and outstanding
                   at March 29, 2004 and March 31, 2003, respectively                      6,216,136             7,283,139
      Retained earnings                                                                    3,391,413             2,486,879
      Accumulated other comprehensive gain (loss), net of taxes                               16,646               (19,913)
                                                                                       --------------        --------------

                       Total shareholders' equity                                          9,624,195             9,750,105
                                                                                       --------------        --------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                             $  19,045,329         $  17,389,303
                                                                                       ==============        ==============

See accompanying notes.                F-2
--------------------------------------------------------------------------------

ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------


                                                                            FOR THE YEARS ENDED
                                                         ----------------------------------------------------------
                                                            MARCH 29,            MARCH 31,            APRIL 1,
                                                               2004                 2003                2002
                                                         -----------------    -----------------   -----------------
                                                                                          
REVENUES                                                  $    33,491,570      $    31,984,292     $    33,775,648
                                                         -----------------    -----------------   -----------------

COSTS AND EXPENSES
        Cost of restaurant sales:
          Food and beverage                                     9,915,919            9,239,966           9,681,511
          Labor and related                                    11,239,527           11,219,026          12,131,703
        Restaurant operating costs                              4,655,033            4,457,256           4,722,310
        Occupancy costs                                         2,073,648            2,030,596           2,067,785
        Depreciation and amortization                             836,728              754,107             786,593
        Restaurant opening/closing expenses                       127,408                9,718              53,382
        General and administrative expenses                     2,460,724            2,268,430           2,297,983
        (Gain) loss on sale of land, buildings, and
           equipment                                                4,071             (752,377)              5,759
                                                         -----------------    -----------------   -----------------

             Total costs and expenses                          31,313,058           29,226,722          31,747,026
                                                         -----------------    -----------------   -----------------

             Income from operations                             2,178,512            2,757,570           2,028,622

OTHER INCOME (EXPENSE)
      Interest income                                              78,861              141,651             109,444
      Interest expense                                           (388,283)            (428,174)           (572,210)
      Loss on extinguishment of debt                              (32,500)             (97,500)                -
      Gain (loss) on sale of marketable securities                 65,794              (55,934)                -
                                                         -----------------    -----------------   -----------------

             Income before provision for income taxes           1,902,384            2,317,613           1,565,856

             Provision for income taxes                          (625,000)            (760,000)           (500,000)
                                                         -----------------    -----------------   -----------------

NET INCOME                                                $     1,277,384      $     1,557,613     $     1,065,856
                                                         =================    =================   =================

PER SHARE DATA
      Net income per share - basic                        $          0.64      $          0.76     $          0.52
                                                         =================    =================   =================
      Net income per share - diluted                      $          0.62      $          0.74     $          0.51
                                                         =================    =================   =================
      Weighted-average number of common
          shares outstanding - basic                            1,990,047            2,047,061           2,058,955
      Net effect of dilutive stock options                         78,387               70,848              15,118
                                                         -----------------    -----------------   -----------------
      Weighted-average number of common
          shares outstanding - diluted                          2,068,434            2,117,909           2,074,073
                                                         =================    =================   =================


                                       F-3               See accompanying notes.
--------------------------------------------------------------------------------

                                      ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------


                                                                                        ACCUMULATED
                                              COMMON STOCK                                 OTHER               TOTAL
                                       -----------------------------    RETAINED       COMPREHENSIVE       SHAREHOLDERS'
                                         SHARES          AMOUNT         EARNINGS       INCOME (LOSS)          EQUITY
                                       ------------    -------------   ------------    ---------------     --------------
                                                                                             
BALANCE, APRIL 2, 2001                   1,962,032     $6,871,190       $  373,020      $         -         $  7,244,210
     Stock repurchase                       (2,000)        (9,400)             -                  -               (9,400)
     5% stock dividend                      98,002        509,610         (509,610)               -                  -
     Comprehensive income:
        Net income                             -              -          1,065,856                -            1,065,856
        Change in net unrealized loss
          on securities available-for-
          Sale, net of taxes                   -              -                -              (11,574)           (11,574)
                                                                                                           --------------
            Total comprehensive income         -              -                -                  -            1,054,282
                                       ------------    -----------     ------------    ---------------     --------------

BALANCE, APRIL 1, 2002                   2,058,034      7,371,400          929,266            (11,574)         8,289,092
     Stock repurchase                      (16,325)       (88,261)             -                  -              (88,261)
     Comprehensive income:
        Net income                             -              -          1,557,613                -            1,557,613
        Change in net unrealized loss
          on securities available-for-
          sale, net of taxes                   -              -                -               (8,339)            (8,339)
                                                                                                           --------------
            Total comprehensive income         -              -                -                  -            1,549,274
                                       ------------    -----------     ------------    ---------------     --------------

BALANCE, MARCH 31, 2003                  2,041,709      7,283,139        2,486,879            (19,913)         9,750,105
     Stock repurchase                     (239,348)    (1,156,922)        (372,850)               -           (1,529,772)
     Stock option exercise                  13,974         89,919              -                  -               89,919
     Comprehensive income:
        Net income                             -              -          1,277,384                -            1,277,384
        Change in net unrealized gain
          on securities available-for-
          sale, net of taxes                   -              -                -               96,759             96,759
        Reclassification adjustment for
          realized gains on available-
          for-sale securities, net of taxes    -              -                -              (40,398)           (40,398)
        Change in fair market value of
          interest rate swap agreement,
          net of taxes                         -              -                -              (19,802)           (19,802)
                                                                                                           --------------
            Total comprehensive income         -              -                -                  -            1,313,943
                                       ------------    -----------     ------------    ---------------     --------------

BALANCE, MARCH 29, 2004                  1,816,335     $6,216,136       $3,391,413      $      16,646       $  9,624,195
                                       ============    ===========     ============    ===============     ==============



See accompanying notes.                             F-4
--------------------------------------------------------------------------------

ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------


                                                                                     FOR THE YEARS ENDED
                                                                      --------------------------------------------------
                                                                        MARCH 29,         MARCH 31,         APRIL 1,
                                                                          2004              2003              2002
                                                                      --------------    --------------    --------------
                                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES
      Net income                                                       $  1,277,384      $  1,557,613      $  1,065,856
      Adjustments to reconcile net income to net cash
             from operating activities:
          Depreciation and amortization                                     836,728           754,107           786,593
          Deferred income taxes                                             426,260           249,000           (73,000)
          (Gain) loss on disposition of assets                                4,071          (752,377)            5,759
          (Gain) loss on sale of marketable securities                      (65,794)           55,934               -
          Loss on extinguishment of debt                                     32,500            97,500               -
          Exercise of non-statutory stock options                            24,935               -                 -
      Changes in assets and liabilities:
          Accounts and franchise fees receivable and inventories            (65,791)          (91,517)          (85,466)
          Prepaids                                                         (249,017)           76,610            16,660
          Other assets                                                      123,547           (34,520)          (43,582)
          Accounts payable                                                  378,738          (380,149)           94,628
          Accrued expenses                                                  361,738           231,066           (23,385)
          Income taxes                                                      (38,260)           (7,500)          (52,492)
                                                                      --------------    --------------    --------------

                 Net cash from operating activities                       3,047,039         1,755,767         1,691,571
                                                                      --------------    --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Additions to property, buildings, and equipment                    (3,094,780)         (716,905)         (793,520)
      Purchases of available-for-sale securities                           (980,434)         (410,752)       (1,476,353)
      Proceeds from sale of available-for-sale securities                 1,140,876           735,209           305,904
      Business acquisition                                                      -            (314,263)         (128,000)
      Issuance of notes receivable - franchisees                                -            (129,487)          (75,508)
      Principal collected on notes receivable - franchisees                 184,517           358,920           148,473
      Proceeds from sale of property, building and equipment                  4,900         1,303,176           912,938
                                                                      --------------    --------------    --------------

                 Net cash from investing activities                      (2,744,921)          825,898        (1,106,066)
                                                                      --------------    --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Repurchase of 10% convertible notes                                  (682,500)         (747,500)              -
      Release of (contribution to) principal debt service account            35,830            96,090          (302,591)
      Issuance of term debt                                               1,563,507               -                 -
      Payments on notes payable                                            (353,052)         (295,942)         (760,319)
      Repurchase of common stock                                         (1,464,788)          (88,261)           (9,400)
                                                                      --------------    --------------    --------------
                 Net cash from financing activities                        (901,003)       (1,035,613)       (1,072,310)
                                                                      --------------    --------------    --------------
NET INCREASE (DECREASE) IN CASH AND
      CASH EQUIVALENTS                                                     (598,885)        1,546,052          (486,805)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                              2,200,263           654,211         1,141,016
                                                                      --------------    --------------    --------------

CASH AND CASH EQUIVALENTS, END OF YEAR                                 $  1,601,378      $  2,200,263      $    654,211
                                                                      ==============    ==============    ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
          INFORMATION
      Cash paid during the year for:
          Interest                                                     $    397,514      $    428,174      $    572,210
                                                                      ==============    ==============    ==============
          Income taxes                                                 $    216,000      $    527,852      $    667,300
                                                                      ==============    ==============    ==============
SUPPLEMENTAL DISCLOSURE OF NONCASH
          INVESTING AND FINANCING TRANSACTIONS

      Sale of property and equipment for notes receivable              $        -        $    455,631      $        -
                                                                      ==============    ==============    ==============
      Stock dividends declared                                         $        -        $        -        $    509,610
                                                                      ==============    ==============    ==============
      Change in unrealized (gain) loss on available-for-sale securities,
          net of taxes                                                 $    (56,361)     $      8,339      $     11,574
                                                                      ==============    ==============    ==============
      Assumption of notes receivable as partial consideration
          for purchase of property, equipment, and goodwill            $        -        $    175,625      $        -
                                                                      ==============    ==============    ==============
      Note payable issued in conjunction with acquisition of
          certain assets and goodwill of a company                     $        -        $     74,538      $     35,606
                                                                      ==============    ==============    ==============
      Accrued interest classified as note receivable                   $        -        $        -        $     10,182
                                                                      ==============    ==============    ==============
      Note receivable issued for franchise fee receivable              $    123,000      $        -        $     31,500
                                                                      ==============    ==============    ==============

                                       F-5               See accompanying notes.
--------------------------------------------------------------------------------

                                      ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES

ORGANIZATION  - As of March  29,  2004,  Elmer's  Restaurants,  Inc.,  an Oregon
corporation,  and  Subsidiaries  (the Company) owned and operated eleven Elmer's
Restaurants,  six Ashley's  Deli  restaurants,  five Mitzel's  American  Kitchen
restaurants,  four Richard's Deli and Pub  restaurants,  three Cooper's Deli and
Pub restaurants;  and sold franchises that give franchisees the right to operate
under  the  name  Elmer's  Breakfast  o  Lunch  o  Dinner  (TM)  for a  specific
restaurant.  Franchises and Company-owned restaurants are located throughout the
northwestern United States and California.

PRINCIPLES OF CONSOLIDATION - The consolidated  financial statements include the
accounts of Elmer's  Restaurants,  Inc. and its wholly-owned  subsidiaries,  CBW
Food Company LLC, Grass Valley Ltd.,  Inc.,  and Elmer's  Pancake & Steak House,
Inc. All material intercompany accounts and transactions have been eliminated.

USE OF ESTIMATES - The preparation of the consolidated financial statements,  in
accordance with generally accepted accounting principles, requires management to
make  estimates  and  assumptions  that affect the  reported  amounts of assets,
liabilities, and disclosures of contingent assets and liabilities at the date of
the consolidated financial statements,  and the reported amounts of revenues and
expenses  during the reporting  period.  Estimates and  assumptions  used in the
consolidated financial statements include, but are not limited to, those used to
determine  depreciation and amortization,  the allowance for doubtful  accounts,
the carrying amounts of financial instruments,  notes receivable, notes payable,
and goodwill in evaluating  intangible asset impairment.  The amounts ultimately
realized from the affected assets will depend,  among other factors,  on general
business  conditions  and could  differ  materially  in the  near-term  from the
carrying amounts reflected in the consolidated financial statements.

REPORTING  PERIODS - The Company  reports its quarterly  consolidated  financial
information using a "4-3-3-3"  accounting cycle whereby each quarter ends on the
last Monday of the  respective  quarter.  Fiscal year 2004 ended March 29, 2004,
fiscal year 2003 ended March 31, 2003, and fiscal year 2002 ended April 1, 2002.

DISCLOSURE  OF FAIR VALUE OF FINANCIAL  INSTRUMENTS  - The  carrying  amounts of
financial   instruments   including  cash  and  cash  equivalents  and  accounts
receivable,  approximated  fair value as of March 29,  2004 and March 31,  2003,
because of the  relatively  short  maturity of these  instruments.  The carrying
value of notes receivable approximated fair value as of March 29, 2004 and March
31, 2003, based upon interest rates and terms available for similar investments.
The carrying value of notes payable approximated fair value as of March 29, 2004
and March 31, 2003,  based upon interest rates and terms  available for the same
or similar loans.

CASH AND CASH EQUIVALENTS - For purposes of the consolidated  statements of cash
flows, the Company considers all short-term,  highly-liquid investments,  with a
maturity of three months or less, to be cash equivalents.

The Company's cash equivalents consist of  interest-bearing  deposits with major
banks and money market accounts.  Management routinely reviews these investments
in  order  to  limit  the  amount  of  credit  exposure  to  any  one  financial
institution.

INVESTMENTS   -  The   Company   classifies   its   marketable   securities   as
"available-for-sale." Securities classified as available-for-sale are carried in
the  consolidated  financial  statements  at fair value  based on quoted  market
prices.  Realized  gains and losses,  determined  using the first-in,  first-out
(FIFO) method, are included in earnings; unrealized holding gains and losses are
reported in other comprehensive income.

                                       F-6
--------------------------------------------------------------------------------

ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES - (continued)

CONCENTRATIONS OF CREDIT RISK - Financial instruments, which potentially subject
the  Company to  concentrations  of credit  risk,  consist  principally  of cash
deposits, marketable securities, and accounts receivable. The Company places its
cash deposits with federally  insured  financial  institutions.  As of March 29,
2004, the Company's  deposits were in excess of the federal  insurance limits of
$100,000.  However, the Company deposits funds with reputable banks. The Company
maintained  investment accounts with combined balances of $1,174,000.  The funds
in these  accounts were invested in mutual funds and equity  securities.  Future
changes  in market  prices may make such  investments  less  valuable.  Accounts
receivable  balances consist  primarily of franchise fees receivable,  which are
deemed fully collectible by the Company.

ACCOUNTS  RECEIVABLE - Accounts receivable consist primarily of amounts due from
franchisees  and are  recorded as  services  are  rendered,  and are charged off
against  the  allowance  for  doubtful  accounts  when  they are  determined  by
management to be uncollectible. The allowance for doubtful accounts is estimated
based on the Company's  historical losses,  review of specific problem accounts,
existing economic  conditions,  and the financial  stability of its franchisees.
Generally, the Company considers accounts receivable past due after 30 days.

INVENTORIES - Inventories of food, beverages, and restaurant supplies are stated
at the lower of cost or market. Cost is determined using the first-in, first-out
(FIFO) method.

PROPERTY,  BUILDINGS,  AND  EQUIPMENT - Property,  buildings,  and equipment are
stated at cost. Depreciation is computed using the straight-line method over the
estimated  useful  lives of the  related  assets.  Lives  used  for  calculating
depreciation and amortization rates for the principal asset  classifications are
as  follows:  buildings  -  35  years;  automobiles,  furniture,  fixtures,  and
equipment - 3 to 10 years; leasehold  improvements - life of lease or applicable
shorter period.  Maintenance and repairs are expensed as incurred;  renewals and
improvements are capitalized.  Upon disposal of assets, subject to depreciation,
the related costs and accumulated  depreciation  are removed and resulting gains
and losses are reflected in the consolidated statements of income.

RECOVERABILITY  OF  LONG-LIVED  ASSETS - Management  of the Company  reviews the
carrying value of capitalized  tangible and intangible assets on a regular basis
to reach a judgment  concerning  possible  permanent  impairment of value. These
reviews  consider,  among other factors:  (1) the net  realizable  value of each
major  classification  of assets;  (2) the cash flow associated with the assets;
and (3)  significant  changes in the extent or manner in which major  assets are
used.  Management  believes  the  carrying  value of  assets  are less  than the
estimated fair value.

ADVERTISING  -  Advertising  and  promotional  costs are  expensed as  incurred.
Advertising and promotional expenses were $349,342,  $341,456,  and $318,081 for
the years ending March 29, 2004, March 31, 2003 and April 1, 2002, respectively.
Company-owned and most franchise  restaurants  contribute 1% of gross sales to a
common  advertising fund maintained by the Company.  Four franchise  restaurants
are grandfathered from this requirement.

DERIVATIVE  FINANCIAL  INSTRUMENTS  -  The  Statement  of  Financial  Accounting
Standards  (SFAS) No. 133,  Accounting  for Derivative  Instruments  and Hedging
Activities,  establishes accounting and reporting standards requiring that every
derivative  instrument  be recorded  in the balance  sheet as either an asset or
liability measured at its fair value. SFAS No. 133 also requires that changes in
the  derivative  instrument's  fair value be recognized  currently in results of
operations  unless  specific  hedge  accounting  criteria  are met.  The Company
entered into an interest rate swap agreement with a bank to reduce the impact of
changes in interest rates on a portion of its floating rate long-term  debt. The
agreement  effectively  changed the Company's floating interest rate exposure on
the covered portion to a fixed percentage of 6.17%.

                                       F-7
--------------------------------------------------------------------------------

                                      ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES - (continued)

The swap is inversely  correlated to the related  hedged  long-term  debt and is
therefore  considered an effective cash flow hedge of the  underlying  long-term
debt. The level of effectiveness of the hedge is measured by changes in the fair
value of the hedged  long-term  debt  resulting  from  fluctuations  in interest
rates.  As a matter  of  policy,  the  Company  does not enter  into  derivative
transactions for trading or speculative purposes.

The interest rate swap  agreement  qualifies as a cash flow hedge under SFAS No.
133. SFAS No. 133 requires that the fair value of derivative  instruments  to be
recorded  and  changes in the fair  value of the  derivative  instruments  to be
recognized in other  comprehensive  income. As of March 29, 2004 the fair market
value of this  agreement  results in a liability of $33,005 and  recognition  of
$19,802 in other comprehensive loss (net of tax effect of $13,203).

REVENUE  RECOGNITION - Initial  license fees from sales of franchise  agreements
are recognized when the restaurant opens. The terms of the franchise  agreements
are  generally 25 years.  Continuing  franchise  fees,  based on a percentage of
sales,  are recognized as revenue each month based on the  franchisees'  monthly
sales activity.  Lottery  revenues are recognized net of prizes and the State of
Oregon's share of proceeds. Net lottery revenues were $4,188,000, $3,682,000 and
$3,412,000  for the years  ending  March 29,  2004,  March 31, 2003 and April 1,
2002, respectively.

INCOME TAXES - Deferred income taxes are recognized for the tax  consequences in
future years of differences  between the tax bases of assets and liabilities and
their financial  reporting  amounts at each year-end,  based on enacted tax laws
and statutory tax rates  applicable to the periods in which the  differences are
expected to affect taxable income.  Valuation  allowances are  established  when
necessary  to reduce  deferred  income tax assets to the amount  expected  to be
realized.

Income tax  expense is the tax  payable  for the year and the change  during the
year in net deferred income tax assets and liabilities.

STOCK OPTIONS - SFAS No. 123, Accounting for Stock-Based Compensation, defines a
fair  value-based  method of accounting  for employee  stock options and similar
equity  instruments,  and  encourages  all  entities  to adopt  that  method  of
accounting for all of their employee stock  compensation  plans.  It encourages,
but does not require, the companies to record compensation costs for stock-based
employee compensation plans at fair value. The Company has chosen to account for
stock-based   compensation  using  the  intrinsic  value  method  prescribed  in
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations.

The Company complies with the disclosure-only  provisions of SFAS No. 123 and no
compensation  cost has been recognized for the plan. Had  compensation  cost for
the stock-based compensation plan been




                                       F-8
--------------------------------------------------------------------------------

ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES - (continued)

determined,  based on the fair value of options at the date of grant  consistent
with the  provisions of SFAS No. 123, the Company's pro forma net income and pro
forma earnings per share would have been as follows:



                                                   March 29,                  March 31,                 April 1,
                                                     2004                       2003                      2002
                                                 --------------             --------------            --------------
                                                                                              
          Net income - as reported                $  1,277,384               $  1,557,613              $  1,065,856
          Net income - pro forma                  $  1,201,831               $  1,449,920              $    905,671

          Diluted earnings per share -
              as reported                         $       0.62               $       0.74              $       0.51
          Diluted earnings per share -
              pro forma                           $       0.58               $       0.68              $       0.44


For purposes of the above pro forma  information,  the fair value of each option
grant was estimated at the date of grant using the Black-Scholes  option pricing
model with the following weighted-average assumptions:



                                                  March 29,                 March 31,                 April 1,
                                                    2004                       2003                     2002
                                                --------------             -------------             ------------

                                                                                                  
          Risk-free interest rate                       4.43%                     4.78%                    5.28%
          Expected life                              10 years                  10 years                 10 years
          Expected volatility                             25%                       25%                      20%
          Expected dividend yield                       1.25%                     1.25%                       0%


The  effects  of  applying  SFAS No.  123 in this pro forma  disclosure  are not
indicative of future amounts. The granting of additional stock options in future
years is anticipated.

NET INCOME PER SHARE - Basic  earnings  per share (EPS) are  computed  using the
weighted-average  number of shares of common stock  outstanding  for the period.
Diluted EPS is computed  using the  weighted-average  number of shares of common
stock and dilutive common stock  equivalents  outstanding  during the period, if
any. Common  equivalent  shares,  if any, are excluded from the computation when
their effect is antidilutive.

All  references  to share and per share  information  have been adjusted to give
effect to stock dividends.

RECLASSIFICATIONS - Certain amounts in the 2002 and 2001 consolidated  financial
statements  have been  reclassified  to  conform to the 2003  presentation.  The
Company has included additional detail in the consolidated statements of income.
Restaurant  operating  costs are now broken out on a separate line.  These costs
include  such items as  advertising,  repairs and  maintenance,  and credit card
discounts.  Historically,  most of these items have been included  under general
and  administrative.  All information  presented  herein has been reclassifed to
conform to the new  format.  The  Company  believes  that this new  format  will
improve  comparability  between the  Company and its peers.  Net income and cash
flows were not affected by the reclassifications.

                                       F-9
--------------------------------------------------------------------------------

                                      ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES - (continued)

RECENTLY ISSUED  ACCOUNTING  STANDARDS - In June 2003, the Financial  Accounting
Standards  Board (FASB) issued SFAS No. 150,  Accounting  for Certain  Financial
Instruments with  Characteristics of Both Liabilities and Equity. This statement
establishes  standards  regarding  classification  and  measurement  of  certain
financial  instruments with  characteristics  of both liabilities and equity. It
requires  financial  instruments  within  the  scope  of  this  statement  to be
classified as liabilities  (or as assets in some  circumstances).  Many of these
financial  statements  were previously  classified as equity.  This statement is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning  after June 15, 2003.  For financial  instruments  created  before the
issuance  date of this  statement  and still  existing at the  beginning  of the
interim  period of adoption,  transition is achieved by reporting the cumulative
effective of a change in an  accounting  principle by  initially  measuring  the
financial instruments at fair value. The adoption of SFAS No. 150 did not have a
material impact on the Company's consolidated financial statements.

In April 2003,  the FASB  issued  SFAS No. 149  Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities.  This  statement  amends  and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging activities under SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities.  The adoption of SFAS No. 149 did not have a material impact
on the Company's consolidated financial statements.

In January 2003, FASB issued  Interpretation  No. 46 (FIN 46),  Consolidation of
Variable Interest  Entities.  This  interpretation  clarifies the application of
Accounting  Research Bulletin No. 51,  Consolidated  Financial  Statements,  and
requires existing  unconsolidated  variable interest entities to be consolidated
by their primary beneficiaries if the entities do not effectively disperse risks
among parties involved.  This  interpretation  explains how to identify variable
interest  entitles and how an  enterprise  assesses its  interests in a variable
interest entity to decide whether to consolidate that entity.  In December 2003,
FASB issued FIN 46R, which made revisions and delayed  implementation of certain
provisions of FIN 46. As a public entity that is not a "Small Business  Issues,"
the  Company is now  required  to apply FIN 46R to all  unconsolidated  variable
interest  entitles  no  later  than  March  31,  2004,  with  the  exception  of
unconsolidated special-purpose entitled, which had an implementation deadline of
December 31, 2003. The Company's management does not expect that the application
of the  provisions  of this  interpretation  will have a material  impact on the
Company's consolidated financial statements.


NOTE 2 - MARKETABLE SECURITIES

Cost and fair value of available-for-sale  marketable debt and equity securities
at March 29, 2004, are as follows:



                                                        Gross                 Gross
                                   Amortized          Unrealized            Unrealized                Fair
                                      Cost               Gain                 Losses                  Value
                                 ---------------    ---------------       ----------------       ----------------
                                                                                      
          Mutual funds            $     571,945      $      45,624         $      (2,965)         $      614,604
          Equity securities             298,889             18,476                (1,773)                315,592
                                 ---------------    ---------------       ----------------       ----------------

                                  $     870,834      $      64,100         $      (4,738)         $      930,196
                                 ===============    ===============       ================       ================


                                       F-10
--------------------------------------------------------------------------------

ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2 - MARKETABLE SECURITIES - (continued)

At March 29,  2004,  there  were no  individual  securities  that have been in a
continuous unrealized loss position for greater than twelve months.

Net unrealized holding gains on  available-for-sale  securities in the amount of
$59,362 for the year ended March 29,  2004,  have been  included in  accumulated
other comprehensive  income, net of income taxes of $22,915.  For the year ended
March 29, 2004,  net realized  gains on sales of  available-for-sale  securities
were $65,794 and are included in other income.

Cost and fair value of available-for-sale  marketable debt and equity securities
at March 31, 2003, are as follows:



                                                        Gross              Gross
                                   Amortized          Unrealized         Unrealized            Fair
                                     Cost                Gain              Losses              Value
                                ----------------    ---------------    ---------------    ----------------
                                                                               
          Mutual funds           $      931,768      $      12,532      $     (43,937)     $      900,363
          Equity securities              33,713              2,458             (2,994)             33,177
                                ----------------    ---------------    ---------------    ----------------

                                 $      965,481      $      14,990      $     (46,931)     $      933,540
                                ================    ===============    ===============    ================


These investments are classified on the balance sheet as follows:



                                                       Marketable              Money
                                                       Securities              Market                 Total
                                                     ---------------       ---------------        ---------------
                                                                                          
          Marketable securities (current asset)       $     760,441         $         -            $     760,441
          Bond sinking fund (noncurrent asset)              173,099                35,830                208,929
                                                     ---------------       ---------------        ---------------

                                                      $     933,540         $      35,830          $     969,370
                                                     ===============       ===============        ===============


Net unrealized holding losses on available-for-sale  securities in the amount of
$31,941 for the year ended March 31,  2003,  have been  included in  accumulated
other comprehensive  income, net of income taxes of $12,028.  For the year ended
March 31, 2003, realized losses on sales of  available-for-sale  securities were
$55,934 and are included in other income.

Cost and fair value of available-for-sale  marketable debt and equity securities
at April 1, 2002, are as follows:


                                                        Gross              Gross
                                   Amortized          Unrealized         Unrealized            Fair
                                     Cost                Gain              Losses              Value
                                ----------------    ---------------    ---------------    ----------------
                                                                               
          Mutual funds           $    1,251,344      $      13,481      $     (36,011)     $    1,228,814
          Corporate bonds                91,347                -               (2,477)             88,870
          Equity securities              75,624              7,297             (1,140)             81,781
                                ----------------    ---------------    ---------------    ----------------

                                 $    1,418,315      $      20,778      $     (39,628)     $    1,399,465
                                ================    ===============    ===============    ================

                                       F-11
--------------------------------------------------------------------------------

                                      ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2 - MARKETABLE SECURITIES - (continued)

Net unrealized holding losses on available-for-sale  securities in the amount of
$18,850 for the year ended  April 1, 2002,  have been  included  in  accumulated
other comprehensive income, net of income taxes of $7,276.


NOTE 3 - NOTES RECEIVABLE - FRANCHISEES

Notes receivable - franchisees consist of the following:



                                                                                March 29,          March 31,
                                                                                  2004                2003
                                                                              --------------     ---------------
                                                                                            
          Notes receivable from franchisees,  bearing
          interest at 9%, secured by a franchise
          agreement and restaurant furniture, fixtures
          and equipment                                                        $    232,280       $     293,797

                                                                              --------------     ---------------
                   Total notes receivable - franchisees                             232,280             293,797
          Less current portion                                                      (41,036)            (81,771)
                                                                              --------------     ---------------
                   Notes receivable - franchisees,
                            net of current portion                             $    191,244       $     212,026
                                                                              ==============     ===============


NOTE 4 - PROPERTY, BUILDINGS AND EQUIPMENT

Property, building and equipment consist of the following:



                                                                                 March 29,             March 31,
                                                                                   2004                   2003
                                                                              ----------------      -----------------
                                                                                               
        Land                                                                   $    2,470,530        $     1,686,700
        Buildings                                                                   2,824,474              1,616,437
        Furniture, fixtures and equipment                                           4,311,343              3,502,669
        Leasehold improvements                                                      2,881,797              2,623,996
        Automobiles                                                                    99,216                 78,774
                                                                              ----------------      -----------------

                    Total property, buildings and equipment                        12,587,360              9,508,576
        Less accumulated depreciation and amortization                             (3,262,310)            (2,432,607)
                                                                              ----------------      -----------------

                    Property, building and equipment, net                      $    9,325,050        $     7,075,969
                                                                              ================      =================


Depreciation expense charged to operations was $836,728,  $754,107 and $786,593,
for the  years  ending  March  29,  2004,  March  31,  2003 and  April 1,  2002,
respectively.

                                       F-12
--------------------------------------------------------------------------------

ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 5 - INCOME TAXES

The  provision  for income  taxes  consists of current and  deferred  income tax
expense as follows:



                                                       March 29,        March 31,         April 1,
                                                          2004             2003             2002
                                                     ---------------  ---------------  ----------------
                                                                               
          Current:
              Federal                                 $     138,000    $     435,000    $      487,000
              State                                          39,000           76,000            86,000
                                                     ---------------  ---------------  ----------------

                                                            177,000          511,000           573,000
          Deferred                                          448,000          249,000           (73,000)
                                                     ---------------  ---------------  ----------------

                  Provision for income taxes          $     625,000    $     760,000    $      500,000
                                                     ===============  ===============  ================


A  reconciliation  of the  federal  income tax rate to the  Company's  effective
income tax rate is as follows:



                                                  March 29,                 March 31,                  April 1,
                                                    2004                      2003                       2002
                                            ----------------------    ----------------------    -----------------------
                                                                                               
          Federal income tax at statutory
              rate                           $647,000       34.0 %     $ 788,000      34.0 %     $534,000        34.0 %
          State income taxes, net of federal
              income tax benefit               53,000        2.8 %        72,000       3.1 %       56,000         3.6 %
          Nondeductible expenses               34,000        1.8 %        47,000       2.0 %       71,000         4.6 %
          Dividend received deduction          (4,000)      (0.2)%        (3,000)     (0.1)%          -            -
          Federal income tax credits         (105,000)      (5.5)%      (144,000)     (6.2)%     (161,000)      (10.2)%
                                            ----------    --------    -----------   --------    ----------    ---------

                                             $625,000       32.9 %     $ 760,000      32.8 %     $500,000        32.0 %
                                            ==========    ========    ===========   ========    ==========    =========


Deferred  income taxes are the result of  provisions in the tax laws that either
require or permit  certain  items of income or expense to be reported for income
tax  purposes  in  different  periods  than  they  are  reported  for  financial
reporting.  As of March 29, 2004 and March 31, 2003,  the deferred tax liability
of $1,396,000 and $948,000,  respectively,  primarily  represents the difference
between the book basis of property, buildings, and equipment and intangibles and
the related tax basis of approximately $4,094,000 and $2,798,000, respectively.

                                       F-13
--------------------------------------------------------------------------------

                                      ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 6 - NOTES PAYABLE

Notes payable consist of the following:


                                                                                       March 29,               March 31,
                                                                                          2004                   2003
                                                                                    -----------------      ------------------
                                                                                                      
         Note payable to a financing company, principal and
         interest due monthly at 8.95%, matures July 2011,
         secured by substantially all assets of the Company                          $     1,455,274        $      1,590,934

         Note payable to a financing company, principal and
         interest due monthly at 7.38%, matures July 2011,
         secured by substantially all assets of the Company                                  799,955                 877,414

         Note payable to a financing company, principal and
         interest due monthly at 5.09%, matures May 2019,
         secured by land and building at Cornell Oaks restaurant                           1,226,007                     -

         Note payable to a financing company, principal and
         interest due monthly at 5.12% (variable), matures May
         2011, secured by equipment at Cornell Oaks restaurant                               337,500                     -

         Note payable to a financial institution, principal and
         interest due monthly at LIBOR plus 2.25% matures
         January 2011, secured by real estate, hedged with swap                            1,050,771               1,106,988
         agreement that effectively fixes the interest rate at 6.17%
         (Note 7)

         Note payable to a financial institution, principal and
         interest due monthly at 5.64%, matures February
         2008, secured by real estate                                                        457,396                 495,870

         Convertible notes payable, interest payable monthly
         at 10%                                                                                  -                   650,000

         Note payable to Coopers, Inc. for the purchase
         of three restaurants, monthly principal payments
         of $2,767, matures June 1, 2004                                                       5,532                  41,507

         Capital lease payable, monthly payments of $360                                         -                     9,267
                                                                                    -----------------      ------------------

                       Total notes payable                                                 5,332,435               4,771,980
         Less current portion                                                               (416,278)               (332,810)
                                                                                    -----------------      ------------------

                       Notes payable, net of current portion                         $     4,916,157        $      4,439,170
                                                                                    =================      ==================


Certain  notes payable  contain  restrictive  covenants  pertaining to financial
ratios and minimum cash flow coverage.  The most restrictive  covenants  require
the  Company  to  maintain  a  maximum  ratio  of total  liabilities,  excluding
subordinated  debt, to tangible net worth plus  subordinated debt of 3.5 to 1.0,
and a ratio of cash  generation  (defined as net income before  taxes,  interest
expense,  depreciation,  and  amortization)  to total interest  expense plus the
prior-period current maturities of long-term debt of at least 2.0 to 1.0.

                                       F-14
--------------------------------------------------------------------------------

ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 6 - NOTES PAYABLE - (continued)

Future maturities of notes payable for the following fiscal years are:

         Years ended March 31,     2005                        $        416,278
                                   2006                                 464,797
                                   2007                                 500,958
                                   2008                                 826,940
                                   2009                                 529,602
                                   Thereafter                         2,593,860
                                                              ------------------

                                                               $      5,332,435
                                                              ==================

All interest costs  incurred  during the years ended March 31, 2003 and April 1,
2002, have been expensed during the respective periods. For the year ended March
29, 2004 all interest cost, except for $9,231,  which was capitalized as part of
the Cornell Oaks Elmer's restaurant, have been expensed.


NOTE 7 - INTEREST RATE SWAP AGREEMENT

The Company has entered into an interest  rate swap  agreement  with a financial
institution to hedge its cash flow  requirements  on one of the Company's  notes
payable.  The notional  amount of the  agreement is  $1,050,771  as of March 29,
2004. The agreement expires May 24, 2010.

Under the terms of the swap  agreement  the Company has  committed  to paying or
receiving interest on the spread between 30-day LIBOR and a fixed rate of 3.92%.
If a 30-day LIBOR exceeds 3.92%, the Company  receives  interest income from the
bank equal to the spread.  If 30-day LIBOR is less than 3.93%, the Company makes
interest  payments  to the bank equal to the  spread.  The 30-day  LIBOR rate is
fixed on a monthly basis by the bank.


NOTE 8 - COMMITMENTS AND CONTINGENCIES

The Company leases certain facilities under operating lease agreements.  Minimum
fiscal year rental commitments for the year ending March 29, 2004, for property,
buildings and equipment with noncancellable terms of more than one year are:

        Years ended March 31,     2005                          $     1,422,915
                                  2006                                1,146,580
                                  2007                                  884,147
                                  2008                                  636,117
                                  2009                                  477,915
                                  Thereafter                            829,500
                                                               -----------------

                                                                      5,397,174
             Less sublease rental income                                (22,164)
                                                               -----------------

                                                                $     5,375,010
                                                               =================

The leases  generally  provide  for  additional  rentals  based upon a specified
percentage of sales and require the Company to pay certain  other costs.  Rental
expense on operating leases amounted to approximately

                                       F-15
--------------------------------------------------------------------------------

                                      ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 8 - COMMITMENTS AND CONTINGENCIES - (continued)

$1,679,447, $1,804,000 and $1,819,000 the years ending March 29, 2004, March 31,
2003 and April 1, 2002, respectively.

Under the terms of lease  assignment  agreements,  the  Company  has  guaranteed
certain  franchisee  occupancy  leases  for three  more  years.  In one case the
Company's  guarantee  would be  extended in the event the  franchisee  exercises
their options to extend the lease.  If all options are exercised,  the guarantee
would be  extended  until  2018.  In all  cases  these  guarantees  are in turn,
personally  guaranteed by the franchisee.  In the event the franchisee defaulted
on the occupancy  lease, the Company could be required to pay all rent and other
amounts  due under the terms of the  lease for the  remainder  of the  guarantee
term. In the event of default,  the Company  expects it would exercise its right
to reoccupy and continue to operate the restaurants as Elmer's Breakfast o Lunch
o Dinner(R). As of March 29, 2004, the Company's maximum potential liability for
these guarantees was $969,300.

From time to time,  the  Company is involved  in  litigation  relating to claims
arising in the normal course of its business.  The Company  maintains  insurance
coverage  against  potential  claims in amounts that it believes to be adequate.
Management  believes  that it is not  presently a party to any  litigation,  the
outcome of which could have a material adverse effect on the Company's  business
or operations.


NOTE 9 - RELATED-PARTY TRANSACTIONS

Jaspers Food Management,  Inc. (JFMI), is a privately-held restaurant management
company.  Certain officers and directors of the Company hold a majority interest
in JFMI.  Accounts payable and other liabilities due to the affiliate are due on
demand and accrue  interest at an annual rate of 10.5% based on the  outstanding
balance over 28 days. No interest has been accrued or paid under the  agreement.
Under the terms of a  management  services  agreement,  the  affiliate  provides
substantially  all  store  labor,  management,   accounting,   human  resources,
training, and other administrative  services related to the operation of the six
Ashley's  Delis,  four  Richard's  Deli and Pub, and three Cooper's Deli and Pub
restaurants. Labor and related expenses were $1,138,231, $1,003,000 and $842,000
as of March 29, 2004,  March 31, 2003 and April 1, 2002,  respectively.  Amounts
outstanding with JFMI are as follows:

                                                   March 29,        March 31,
                                                     2004             2003
                                                --------------   ---------------

          Accounts payable                       $     39,759     $      32,132
                                                ==============   ===============




                                       F-16
--------------------------------------------------------------------------------

ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 10 - RESTAURANT AND FRANCHISE OPERATIONS

The consolidated results of operations and other selected financial information,
from restaurant and franchise  operations,  are presented  after  elimination of
intercompany transactions:



                                                       March 29,         March 31,          April 1,
                                                          2004              2003              2002
                                                     ---------------   ---------------   ----------------
                                                                                 
          Revenues:
              Restaurant operations                   $  32,287,513     $  30,732,800     $   32,558,606
              Franchise operations                       1,204,057          1,251,492          1,217,042
                                                     ---------------   ---------------   ----------------

                 Consolidated                         $  33,491,570     $  31,984,292     $   33,775,648
                                                     ===============   ===============   ================

          Income from operations:
              Restaurant operations                   $   1,771,749     $   1,540,213     $    1,812,031
              Gain (loss) on sale of land,
                buildings, and equipment                     (4,071)          752,377             (5,759)
              Franchise operations                          410,835           464,980            222,350
                                                     ---------------   ---------------   ----------------

                 Consolidated                         $   2,178,512     $   2,757,570     $    2,028,622
                                                     ===============   ===============   ================

          Capital and intangible expenditures:
              Restaurant operations                   $   3,094,780     $     701,052     $      945,497

              Franchise operations                              -              15,565             29,035
                                                     ---------------   ---------------   ----------------

                 Consolidated                         $   3,094,780     $     716,617     $      974,532
                                                     ===============   ===============   ================

          Depreciation and amortization:
              Restaurant operations                   $     836,728     $     754,107     $      739,293
              Franchise operations                              -                 -               47,300
                                                     ---------------   ---------------   ----------------

                 Consolidated                         $     836,728     $     754,107     $      786,593
                                                     ===============   ===============   ================

          Assets:
              Restaurant operations                   $  17,846,576     $  15,727,619     $   16,114,277
              Franchise operations                        1,198,753         1,661,684            571,006
                                                     ---------------   ---------------   ----------------

                 Consolidated                         $  19,045,329     $  17,389,303     $   16,685,283
                                                     ===============   ===============   ================

The number of Company-owned stores and operating franchises is as follows:

                                                         March 29,         March 31,         April 1,
                                                           2004              2003              2002
                                                     ---------------   ---------------   ----------------

          Company-owned stores                              29                28                27
          Operating franchises                              21                20                20


                                       F-17
--------------------------------------------------------------------------------

                                      ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 11 -  SIGNIFICANT TRANSACTIONS

SELF-TENDER  OFFER - On January 14, 2004,  the Company  completed a  self-tender
under  which  it  acquired   204,255   shares  of  Common  Stock,   representing
approximately  10% of the then outstanding  shares, at a purchase price of $6.43
per  share.  A total  of  568,564  shares  had  been  tendered.  The cost of the
self-tender, including the purchase price of $1,313,088 and fees and expenses of
$16,453, totaled $1,329,541. All shares repurchased by the Company were retired.

In addition  the Company  repurchased  25,000  shares of stock for $151,700 in a
privately negotiated transaction which was completed during November 2003.

PURCHASE OF CORNELL OAKS RESTAURANT - On July 29, 2003, the Company  purchased a
one-acre site in Beaverton, Oregon for $775,000. Construction has been completed
and the Elmer's  restaurant  opened  December 29, 2003.  The Company has secured
financing of  approximately  $1.6  million and as of March 29,  2004,  had drawn
$1,563,500.

REPURCHASE OF CONVERTIBLE  DEBT - December 1, 2003, the Company  repurchased the
balance ($650,000) of its 10% convertible  notes,  paying a 5% premium over face
value.  The total  premium as December 1, 2003 of $32,500 was recorded as a loss
on extinguishments of debt.

June 28, 2002 the Company  repurchased  half  ($650,000) of its 10%  convertible
notes,  paying a 15% premium over face value. As permitted by the early adoption
provisions  of SFAS No. 145 - Rescission  of FASB  Statements  No. 4, 44 and 64,
Amendment of FASB Statement No. 13 and Technical Corrections,  the total premium
of $97,500 was recorded as a loss on extinguishments of debt.

In addition to reducing the Company's debt,  these  transactions  eliminates the
potential  obligation  to  issue up to  210,000  shares  of  common  stock  upon
conversion. All convertible debt has now been repurchased.

FRANCHISE  OPENINGS - On March 15, 2004  Elmer's  newest  franchised  restaurant
opened in  Corvallis,  Oregon.  The 4,500  square foot  restaurant  in Corvallis
occupies a converted Lyons site.

On July 21, 2003 a franchised  Elmer's opened a 5,000 square foot  restaurant in
Coeur d'Alene, Idaho. This location occupies a converted Village Inn site.

PURCHASE OF COOPER'S DELI AND PUB - On July 1, 2002, the Company  acquired three
Cooper's  Deli units  located in Salem,  Oregon from  Cooper's Inc. The Cooper's
units are  substantially  similar to the  Company's  existing  deli  operations.
Purchase  consideration  included $100,000 cash, a $66,500,  two-year promissory
note, $11,500 in assumed liabilities and the assumption of a $155,000 promissory
note due to the Company.  The acquisition cost of $333,000  included $100,000 in
tangible assets and $233,000 in goodwill.

RELOCATION OF RICHARD'S DELI & PUB - On May 28, 2002, the Company  relocated one
of two  Hillsboro,  Oregon units to a nearby retail mall.  The prior  landlord's
bankruptcy, combined with the superiority of the new space, made the decision to
move  compelling.  The Company  terminated  its  occupancy  lease and recorded a
$77,000 loss on the  surrender of leasehold  improvements.  The Company  entered
into a five-year lease for approximately 4,000 sq. ft. at the new location. This
is larger than the  operating  requirement;  therefore the Company has subleased
1,900 sq. ft. of the new space to a non-competing use.

SALE OF SOUTHERN  OREGON ELMER'S - Effective May 7, 2002,  the Company  executed
asset purchase and franchise  agreements  with Southern  Oregon Elmer's LLC (the
Buyer),  refranchising  three of the Company's  Elmer's  restaurants  located in
Grants Pass, Medford and Roseburg, Oregon. The Company

                                       F-18
--------------------------------------------------------------------------------

ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 11 -  SIGNIFICANT TRANSACTIONS - (continued)

sold  substantially  all the  assets of those  locations  in  consideration  for
$1,385,500 in cash and promissory notes valued at $349,500. The Buyer has signed
25-year  franchise  agreements  for each location and will operate the locations
under the Elmer's Breakfast o Lunch o Dinner (TM) name.

The Buyer signed a development  agreement to open an additional two units within
five years. The first unit located in Klamath Falls, Oregon,  opened October 23,
2002.  As a result of this  transaction,  the Company  posted a one-time gain of
approximately $504,000 in the quarter ending July 22, 2002.

The Company agreed to provide a limited amount of seller financing.  The Company
issued a  $270,000  note  bearing  interest  at 9% per year  payable in 84 equal
monthly payments;  an approximately  $79,500 note bearing interest at 9% payable
in 24 equal monthly  payments;  and an  approximately  $106,000  inventory  note
bearing  interest at 12% and due in 90 days. To assist with the  development  of
the Klamath Falls restaurant,  the Company granted an extension of the inventory
note, which has now been paid in full.

The Company has assigned its rights and obligations  under the occupancy  leases
for the Medford and Roseburg  locations.  The Company remains a guarantor of the
Medford lease until April 2007.  The Company's  guarantee of the Roseburg  lease
could extend until 2018 if the Buyer exercises its options in 2008 and 2013. The
Company has  subleased  the Grants  Pass  location to the Buyer until April 2007
under  substantially  the same terms and  conditions  as the  underlying  master
lease. Provided that all parties are in good standing under the lease at the end
of the sublease,  the Grants Pass  landlord has agreed to lease  directly to the
Buyer under substantially similar terms.

The Buyer has indemnified the Company against all losses incurred as a result of
the Company's  obligations as a Guarantor.  This  indemnification  is personally
guaranteed  by the  franchisees  and  their  spouses.  However,  in the event of
default by the Buyer of the terms of the  occupancy  leases,  and the failure of
the franchisees to make good on their personal guarantees,  the Company could be
required to pay all rent and other  amounts due under the terms of the lease for
the  remainder  of the  guarantee  term.  In the event of  default,  the Company
expects it would  exercise  its right to  reoccupy  and  continue to operate the
restaurants as Elmer's Breakfast o Lunch o Dinner (TM).

The Buyer's obligations under the franchise agreements,  promissory notes, lease
assignments,  and sublease are  guaranteed  by the Buyer and  personally  by the
franchisees and their spouses.

ACQUISITION OF VANCOUVER RESTAURANT - On April 15, 2002, the Company acquired an
Elmer's restaurant located in Vancouver,  Washington, from franchisee and former
Board  member,  Paul  Welch,  for  approximately  $250,000  in cash and  assumed
liabilities.  The Company has entered  into a long-term  occupancy  lease at the
same  location and  continues to operate the location as an Elmer's  restaurant.
The purchase price was allocated to the tangible assets of the  restaurant.  The
Company has spent approximately $148,000 remodeling this facility.

FRANCHISE  DEVELOPMENT  - A  Franchise  Agreement  was signed in July 2003 for a
restaurant  to be  located  in either  Riverside  County  or San  Diego  County,
California.  This  franchisee  is in  the  lease  acquisition  phase  and  it is
anticipated that the restaurant will be opened during fiscal 2005.

A Franchise  Agreement was signed in June 2003 for a restaurant to be located in
Eugene,  Oregon.  The  franchisee has entered into a lease for a conversion of a
former Izzy's  restaurant  and it is  anticipated  that the  restaurant  will be
opened late August 2004.

                                       F-19
--------------------------------------------------------------------------------

                                      ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 12 - GOODWILL AND INTANGIBLE ASSETS

In July 2001, the FASB issued SFAS No. 141, Business Combinations,  and SFAS No.
142,  Goodwill  and Other  Intangible  Assets.  SFAS No. 141  requires  business
combinations  initiated  after  June 30,  2001,  to be  accounted  for using the
purchase method of accounting and broadens the criteria for recording intangible
assets  separate from  goodwill.  Recorded  goodwill and  intangibles  have been
evaluated against this new criteria and no changes were considered  necessary to
the  previously  recognized  intangibles.  SFAS No.  142  requires  the use of a
nonamortization   approach  to  account  for  purchased   goodwill  and  certain
intangibles.  Under a nonamortization approach, goodwill and certain intangibles
(those  deemed to have  indefinite  life) will be reviewed  for  impairment  and
written down and charged to results of  operations  only in the periods in which
the recorded value of goodwill and certain intangibles are determined to be more
than their fair value.

The Company  adopted SFAS No. 142  effective  April 3, 2001.  The changes in the
carrying amount of goodwill and intangible  assets for the years ended March 29,
2004 and March 31, 2003, are as follows:

                                               Goodwill          Intangibles
                                            ----------------   -----------------

        Balance as of April 1, 2002          $    4,699,164     $       602,709
        Acquired during the year                    232,929                 -
        Sold during the year                        (34,350)                -
                                            ----------------   -----------------

        Balance as of March 31, 2003              4,897,743             602,709
        Acquired during the year                        -                   -
        Sold during the year                            -                   -
                                            ----------------   -----------------

        Balance as of March 29, 2004         $    4,897,743     $       602,709
                                            ================   =================

Components of goodwill are tested for impairment in the third quarter.  The fair
market value of the  reporting  units as estimated  using  multiples of earnings
before interest, taxes,  depreciation,  and amortization (EBITDA) resulted in no
impairment of goodwill.

Intangibles  consist of trademark  and  franchise  registrations  and  franchise
agreements and development  costs.  These indefinite lived assets are tested for
impairment in the third quarter.  The fair value of the intangibles as estimated
using multiples of EBITDA resulted in no impairment.


NOTE 13 - EMPLOYEE BENEFIT PLAN

The  Company  formed a 401(k)  profit  sharing  plan on April 1,  2000,  whereby
eligible employees may contribute up to 20% of their regular earnings. Employees
are  eligible to  participate  after one year of half-time  employment  with the
Company and  attainment  of 21 years of age. The plan  provides that the Company
can also  make  matching  and  other  contributions  to the  plan.  The  Company
contributed $39,583,  $44,617 and $44,385, to the plan for the years ended March
29, 2004, March 31, 2003 and April 1, 2002, respectively.

                                       F-20
--------------------------------------------------------------------------------

ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 14 - STOCK OPTIONS

The Board of Directors adopted the 1999 Stock Option Plan in February 1999 which
provides for the award of incentive stock options to key employees and the award
of nonqualified stock options to employee and nonemployee  directors.  Under the
terms of the plan,  the exercise price of the options are determined as the fair
market value based on trading  values of the Company's  common stock at the time
the  option  is  granted.  Under the plan,  546,000  shares of common  stock are
authorized for issuance. Options are exercisable upon vesting. Options generally
vest 20% annually and expire 10 to 15 years after the date of grant.

A summary of the  Company's  stock  options and  changes  during the years ended
March 29, 2004,  March 31, 2003,  April 1, 2002, and April 2, 2001, is presented
below:


                                                                         Weighted-
                                                         Weighted-        Average          Number          Weighted-
                                                          Average       Fair Value           Of             Average
                                         Options         Exercise        Of Option        Options          Exercise
                                       Outstanding         Price           Grant        Exercisable          Price
                                       -------------    ------------    ------------    -------------    -------------

                                                                                           
Balance, April 2, 2001                     440,856       $    4.58                           93,528       $     4.70
Options granted                              8,400       $    4.76       $    1.78
Options cancelled                          (37,869)      $    4.44

Balance, April 1, 2002                     411,387       $    4.59                          174,213       $     4.47
Options granted                             54,000       $    5.01       $    1.47
Options cancelled                          (50,763)      $    4.53

Balance, March 31, 2003                    414,624       $    4.65                          281,342       $     4.63
Options granted                             57,000       $    5.75       $    1.20
Options exercised                          (13,974)      $    4.65
Options cancelled                           (5,513)      $    4.87

Balance, March 29, 2004                    452,137       $    4.80                          324,133       $     4.60


The following table  summarizes  information on stock options  outstanding as of
March 29, 2004:



                                                                                      Options Exercisable
                                              Weighted-                          ------------------------------
                                               Average           Weighted-                        Weighted-
                                              Remaining           Average                          Average
          Exercise           Number          Contractual          Exercise           Number        Exercise
            Price         Outstanding        Life - Years          Price          Exercisable       Price
        --------------   ---------------   -----------------   ---------------   ------------------------------
                                                                                 
         $      3.92           130,374              8.14        $       3.92           130,374     $    3.92
         $      4.52            34,125              6.70        $       4.52            20,475     $    4.52
         $      4.76             8,400             12.92        $       4.76             3,360     $    4.76
         $      5.00            45,000              8.44        $       5.00            15,540     $    5.00
         $      5.02            20,000             13.93        $       5.02             4,000     $    5.02
         $      5.09            36,962              7.14        $       5.09            29,108     $    5.09
         $      5.15           121,276             10.06        $       5.15           121,276     $    5.15
         $      5.48            44,000              9.16        $       5.48               -       $    5.48
         $      6.77            12,000             14.99        $       6.77               -       $    6.77


                                       F-21
--------------------------------------------------------------------------------

                                      ELMER'S RESTAURANTS, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 14 - STOCK OPTIONS - (continued)

There were 79,889 shares of common stock reserved for the grant of stock options
under the Plan at March 29, 2004.

NOTE 15 - SUBSEQUENT EVENTS

March 30, 2004, the Company  refranchised  the Company's  Elmer's  restaurant in
Palm Springs,  California.  The buyer executed a 25-year franchise agreement and
assumed  the  Company's  operating  lease  obligations.  The  Company  remains a
guarantor  of the lease until  April,  2007 and on a rolling  twelve month basis
thereafter  until 2020. The Company's  maximum  potential  liability  under this
guarantee is $315,000.  The purchase price of $450,000 was paid in cash and will
result in a pretax gain of approximately $150,000.

March 31, 2004, the Oregon Lottery  Commission  approved a new six-year retailer
contract  effective June 27, 2004. The new contract lowers retailer  commissions
by approximately 10%. If the new commission  structure had been applied to sales
for the year  ended  March  29,  2004,  it would  have  reduced  commissions  by
approximately  $435,000.  The Lottery has installed additional terminals in most
Company  locations  and the Company  expects  year over year sales  increases to
significantly reduce, but not eliminate, the impact of the new lower rates. As a
result of timing  features of the new contract,  most of the adverse impact will
be felt in the Company's second quarter ending the second Monday in October.

Subsequent  to year-end,  the Company  entered into a Franchise  Agreement for a
Walla Walla, Washington location.




























                                      F-22
--------------------------------------------------------------------------------

                                   SIGNATURES


         Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, Elmer's Restaurants, Inc. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                      Elmer's Restaurants, Inc.


                                      By:  /s/ BRUCE N. DAVIS
                                          --------------------------------------
                                           Bruce N. Davis
                                           Chief Executive Officer and President
Dated: June 23, 2004

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of Elmer's
Restaurants, Inc., in the capacities and on the dates indicated.



SIGNATURE                          TITLE                                          DATE
---------                          -----                                          ----
                                                                            
/s/ BRUCE N. DAVIS                 Chairman of the Board and Chief Executive      June 23, 2004
------------------
Bruce N. Davis                     Officer and President

/s/ DENNIS R. MILLER               Secretary and Corporate Controller             June 23, 2004
--------------------
Dennis R. Miller

/s/ THOMAS C. CONNOR               Director                                       June 23, 2004
--------------------
Thomas C. Connor

/s/ CORYDON H. JENSEN              Director                                       June 23, 2004
---------------------
Corydon H. Jensen

/s/ WILLIAM W. SERVICE             Director                                       June 23, 2004
----------------------
William W. Service

/s/ DENNIS M. WALDRON              Director                                       June 23, 2004
---------------------
Dennis M. Waldron

/s/ RICHARD WILLIAMS               Director                                       June 23, 2004
--------------------
Richard Williams

/s/ DONALD WOOLLEY                 Director                                       June 23, 2004
------------------
Donald Woolley



                                       20

                                  EXHIBIT INDEX


Exhibit                                                               Sequential
  No.              Description                                          Page No.


3(i)*    Restated Articles of Incorporation of the Company
         (Incorporated herein by reference from Exhibit No. 3.1 to the
         Company's Annual Report on Form 10-K for the year ended March
         31, 1988.)

3(ii)*   By-Laws of the Company, as amended. (Incorporated herein by
         reference from Exhibit 3.2 of the Company's Annual Report on
         Form 10-K for the year ended March 31, 1990.)


23.1     Consent of Moss Adams LLP.                                        22

31.1     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of
         Chief Executive Officer and President.                            23

31.2     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of
         Secretary and Corporate Controller.                               24

32.1     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of
         Chief Executive Officer and President.                            25

32.2     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of
         Secretary and Corporate Controller.                               26
























                                  21