<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

        For the quarterly period ended             October 31, 1999
                                       ----------------------------------------

                                       OR

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

        For the transition period from __________________ to ___________________


                         Commission file number 0-12226



                       CALIFORNIA BEACH RESTAURANTS, INC.
             (Exact name of Registrant as specified in its charter)



          CALIFORNIA                                   95-2693503
(State or other jurisdiction of            (IRS Employer Identification Number)
 incorporation or organization)

         17383 Sunset Boulevard, Suite 140, Pacific Palisades, CA 90272
              (Address and zip code of Principal executive offices)

                                 (310) 459-9676
              (Registrant's telephone number, including area code)


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 the filing
requirements for at least the past 90 days.


                          Yes      [X]      No      [ ]


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


<TABLE>
<CAPTION>
                                                 Number of Shares Outstanding
          Class                                      at December 10, 1999
          -----                                  ----------------------------
<S>                                              <C>
Common Stock, $.01 par value                              3,400,927
</TABLE>

<PAGE>   2

               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES

                                OCTOBER 31, 1999


                                      INDEX


<TABLE>
<CAPTION>
Part I - FINANCIAL INFORMATION                                                       Page Number
                                                                                     -----------
<S>                                                                                  <C>
        Item 1.  Financial Statements (Unaudited)

                 Consolidated Balance Sheets at October 31, 1999
                 and April 30, 1999.......................................................3

                 Consolidated Statements of Operations for the
                 Three Months Ended and Six Months Ended
                 October 31, 1999 and 1998................................................5

                 Consolidated Statements of Cash Flows for the
                 Six Months Ended October 31, 1999 and 1998 ..............................6

                 Notes to Consolidated Financial Statements...............................7

        Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations......................................8

        Item 3.  Quantitative and Qualitative Disclosures about Market Risk..............12


Part II - OTHER INFORMATION

        Item 1.  Legal Proceedings.......................................................12

        Item 2.  Changes in Securities and Use of Proceeds...............................12

        Item 3.  Defaults Upon Senior Securities.........................................12

        Item 4.  Submission of Matters to a Vote of Security Holders.....................12

        Item 5.  Other Information.......................................................12

        Item 6.  Exhibits and Reports on Form 8-K........................................13

        Signature Page...................................................................14
</TABLE>



                                       2
<PAGE>   3

               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS



<TABLE>
<CAPTION>
                                                  October 31, 1999   April 30, 1999
                                                  ----------------   --------------
                                                     (Unaudited)           (1)
<S>                                               <C>                <C>
Current Assets:

    Cash                                             $  349,000        $1,018,000
    Trade and other receivables                          59,000            50,000
    Inventories                                         212,000           211,000
    Prepaid expenses                                    319,000           310,000
                                                     ----------        ----------

      Total current assets                              939,000         1,589,000


Fixed Assets (at cost) - net of accumulated
    depreciation                                      3,142,000         2,083,000


Other Assets:

    Goodwill, net of accumulated amortization
    of $6,341,000 at October 31, 1999 and
    $6,010,000 at April 30, 1999                        383,000           714,000


    Other                                               189,000           190,000
                                                     ----------        ----------


                                                     $4,653,000        $4,576,000
                                                     ==========        ==========
</TABLE>



The accompanying notes to consolidated financial statements are an integral part
of this statement.


(1)   The April 30, 1999 amounts have been extracted from the Company's Annual
      Report on Form 10-K for the year ended April 30, 1999.



                                       3
<PAGE>   4

               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                    October 31, 1999      April 30, 1999
                                                    ----------------      --------------
                                                       (Unaudited)              (1)
<S>                                                 <C>                   <C>
Current Liabilities:

    Accounts payable                                  $    649,000         $    287,000
    Accrued liabilities                                    757,000            1,021,000
    Current Portion of note payable                        178,000              123,000
                                                      ------------         ------------

      Total current liabilities                          1,584,000            1,431,000

Deferred rent                                              395,000              405,000
Other liabilities                                          149,000              137,000
Note payable, less current portion                         897,000              699,000
Subordinated convertible notes                           1,800,000            1,800,000

Stockholders' Equity:

    Common stock, $.01 par value, authorized
    25,000,000 shares, issued and outstanding,
    3,401,000 shares at October 31, 1999 and
    at April 30, 1999                                       34,000               34,000


    Additional paid-in capital                          13,175,000           13,175,000

    Deficit in retained earnings                       (13,381,000)         (13,105,000)
                                                      ------------         ------------

      Total stockholders' equity                          (172,000)             104,000
                                                      ------------         ------------

                                                      $  4,653,000         $  4,576,000
                                                      ============         ============
</TABLE>



The accompanying notes to consolidated financial statements are an integral part
of this statement.

(1)   The April 30, 1999 amounts have been extracted from the Company's Annual
      Report on Form 10-K for the year ended April 30, 1999.



                                       4
<PAGE>   5

               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                  Three Months Ended                   Six Months Ended
                                                      October 31,                         October 31,
                                             -----------------------------       -----------------------------
                                                1999              1998              1999              1998
                                             -----------       -----------       -----------       -----------
<S>                                          <C>               <C>               <C>               <C>

Sales                                        $ 3,523,000       $ 3,584,000       $ 6,663,000       $ 7,138,000

Costs and expenses:

    Cost of goods sold                         3,054,000         2,968,000         5,837,000         5,905,000
    Selling, general and administrative          236,000           245,000           451,000           473,000
    Depreciation                                 100,000            63,000           150,000           124,000
                                             -----------       -----------       -----------       -----------
Operating income                                 133,000           308,000           225,000           636,000

Other expenses:

    Interest expense                             (84,000)          (67,000)         (170,000)         (144,000)
    Amortization of intangible assets           (165,000)         (168,000)         (331,000)         (329,000)
                                             -----------       -----------       -----------       -----------

Income (loss) before income taxes               (116,000)           73,000          (276,000)          163,000
Provision for income taxes                            --             4,000                --             9,000
                                             -----------       -----------       -----------       -----------

Net  income (loss)                           ($  116,000)      $    69,000       ($  276,000)      $   154,000
                                             ===========       ===========       ===========       ===========


Net income (loss) per
 common share (basic and diluted):           ($      .03)      $       .02       ($      .08)      $       .05
                                             ===========       ===========       ===========       ===========


Weighted average number of
 common shares outstanding:                    3,401,000         3,401,000         3,401,000         3,401,000
                                             ===========       ===========       ===========       ===========
</TABLE>



The accompanying notes to consolidated financial statements are an integral part
of this statement.



                                       5
<PAGE>   6

               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                        SIX MONTHS ENDED OCTOBER 31, 1999

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            1999              1998
                                                         -----------       -----------
<S>                                                      <C>               <C>
Cash flows from operating activities:

Net income (loss)                                        ($  276,000)      $   154,000

Adjustments to reconcile net income (loss)
to cash provided by operations:

    Depreciation and amortization                            481,000           453,000

Changes in operating assets and liabilities:

    Trade and other receivables                               (9,000)           (6,000)
    Inventories                                               (1,000)           12,000
    Prepaid expenses                                          (9,000)          109,000
    Other assets                                               1,000                --
    Accounts payable                                         362,000           (74,000)
    Accrued liabilities                                     (264,000)         (275,000)
    Deferred rent                                            (10,000)          (10,000)
    Other liabilities                                         12,000             4,000
                                                         -----------       -----------

Cash provided by operations                                  287,000           367,000
                                                         -----------       -----------

Investing activities:
    Additions to fixed assets                             (1,209,000)         (192,000)
                                                         -----------       -----------

Net cash used in investing activities                     (1,209,000)         (192,000)
                                                         -----------       -----------

Financing activities:
      Borrowings                                             267,000                --
      Principal payments on borrowings                       (14,000)         (200,000)
                                                         -----------       -----------

Net cash provided by (used in) financing activities          253,000          (200,000)
                                                         -----------       -----------

Net decrease in cash                                        (669,000)          (25,000)
Cash at beginning of period                                1,018,000           252,000
                                                         -----------       -----------

Cash at end of period                                    $   349,000       $   227,000
                                                         ===========       ===========

Supplemental disclosures of cash flow information:

Cash paid during the period for:
    Interest                                             $   120,000       $   144,000
                                                         ===========       ===========
    Income taxes                                         $        --       $        --
                                                         ===========       ===========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of this statement



                                       6
<PAGE>   7

               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)


BASIS OF PRESENTATION

The unaudited consolidated financial statements presented herein include the
accounts of California Beach Restaurants, Inc., and its wholly-owned
subsidiaries (the "Company"). All significant intercompany accounts and
transactions have been eliminated.

The unaudited consolidated financial statements presented herein have been
prepared in accordance with generally accepted accounting principles and the
instructions to Form 10-Q and article 10 of Regulation S-X and do not include
all of the information and footnote disclosures required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the accompanying financial statements include all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation of
the Company's financial position and results of operations. The results of
operations for the six month period ended October 31, 1999 may not be indicative
of the results that may be expected for the year ending April 30, 2000. These
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's Form 10-K for the year-ended April 30, 1999.

Certain amounts have been reclassified in the Fiscal 1999 financial statements
to conform to the Registrant's Fiscal 2000 presentation.


ACCOUNTING PERIODS

The Company's restaurant operations are conducted through its wholly-owned
subsidiary, Sea View Restaurants, Inc. ("Sea View"). The Company's consolidated
financial statements for the three months and six months ended October 31, 1999
and 1998 include Sea View's operations for the twelve weeks and twenty-four
weeks ended October 14, 1999 and October 15, 1998, respectively.


FIXED ASSETS


<TABLE>
<CAPTION>
                                                 October 31, 1999    April 30, 1999
                                                 ----------------    --------------
<S>                                              <C>                 <C>
Construction in  progress                                    --         1,507,000
Leasehold improvements                                4,529,000         2,737,000
Furniture and equipment                               1,955,000         1,031,000
                                                    -----------       -----------

                                                      6,484,000         5,275,000

Less accumulated depreciation and amortization       (3,342,000)       (3,192,000)
                                                    -----------       -----------

                                                    $ 3,142,000       $ 2,083,000
                                                    ===========       ===========
</TABLE>



                                       7
<PAGE>   8

               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES


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


RESULTS OF OPERATIONS


RESTAURANT REVENUES

Restaurant operations include the results of Gladstone's 4 Fish ("Gladstone's")
in Pacific Palisades, California and RJ's - Beverly Hills in Beverly Hills,
California.

Total sales for the three months ended October 31, 1999 were $3,523,000 compared
with $3,584,000 for the same period last year, a decrease of $61,000 or 1.7%.
For the six months ended October 31, 1999, total sales were $6,663,000 compared
with $7,138,000 for the same period last year, a decrease of $475,000 or 6.7%.
During the three and six month periods ended October 31, 1999, construction of
the renovations to the Registrant's Gladstone's restaurant temporarily caused a
substantial decrease in seating capacity. The decline in revenues for the three
and six month periods ended October 31, 1999 is attributable to the temporary
decrease in seating capacity. As of October 31, 1999, the Registrant's
Gladstone's restaurant is operating at full capacity and the renovations are
completed.

As a result of typically more favorable weather and higher tourism during the
summer months from May through September, the Registrant's sales and operating
profits have historically been higher in the first and second quarters of its
fiscal year.


COST OF GOODS SOLD

Cost of goods sold includes all food, beverages, liquor, direct labor and other
operating expenses, including rent, of the Registrant's restaurant operations.

Cost of goods sold for the three months ended October 31, 1999 was $3,054,000,
or, as a percentage of sales, 86.7% compared with $2,968,000, or, as a
percentage of sales, 82.8% during the same period last year. Cost of goods sold
for the six months ended October 31, 1999 was $5,837,000, or, as a percentage of
sales, 87.6% compared with $5,905,000, or, as a percentage of sales, 82.7%
during the same period last year.

The increase in cost of goods sold as a percentage of sales is primarily
attributable to the Registrant's construction of renovations to the Gladstone's
restaurant during normal operating hours while the restaurant remained open to
the public. Additionally, the County of Los Angeles increased its assessment of
value for the Gladstone's property, resulting in a property tax increase, which
the Registrant is contesting. As a result of its efforts to minimize the
inconvenience and provide uninterrupted service to the public, the Registrant
experienced certain temporary increases in labor and other operating costs that
are not expected to recur.

Cost of goods sold will typically be slightly lower during the first and second
quarters due to additional economies of scale that can be achieved with labor
and certain other costs when sales levels are higher. For the fiscal year ended
April 30, 1999, cost of goods sold, as a percentage of sales, was 87.1%.



                                       8
<PAGE>   9

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

For the three months ended October 31, 1999, selling, general and administrative
expenses were $236,000 compared with $245,000 for the same period last year, a
decrease of $9,000 or 3.7%. For the six months ended October 31, 1999, selling,
general and administrative expenses were $451,000 compared with $473,000 for the
same period last year, a decrease of $22,000 or 4.7%. The decrease in selling,
general and administrative expenses for the three and six month periods ended
October 31, 1999 as compared to the comparable periods in the prior year is
attributable to the Registrant's continuing efforts to effect a reduction in
such expenses as well as its expanded use of internal counsel in certain legal
matters.

OTHER INCOME AND EXPENSES

For the three and six months ended October 31, 1999, amortization expense was
$165,000 and $331,000, respectively. Amortization expense relates to the
Registrant's goodwill and will approximate $714,000 during the fiscal year
ending April 30, 2000.

For the three and six months ended October 31, 1999, interest expense was
$84,000 and $170,000, respectively. Interest expense for the three and six
months ended October 31, 1998 was $67,000 and $144,000, respectively. The
increase in interest expense for the three and six month periods ended October
31, 1999, as compared to the comparable periods in the prior year, is
attributable to increased levels of debt incurred to finance the Registrant's
renovations to Gladstone's.

IMPACT OF YEAR 2000

The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Registrant's
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.

The Registrant has replaced portions of its hardware and software so that its
computer systems will function properly with respect to dates in the year 2000
and thereafter. The Registrant also has initiated formal communications with its
significant suppliers and large customers to determine the extent to which the
Registrant's interface systems are vulnerable to those third parties' failure to
remediate their own year 2000 Issues. The Registrant presently believes that the
Year 2000 Issue will not pose significant operational problems for its computer
systems. The Registrant has completed its Year 2000 preparations for its own
operating systems, and, accordingly, the Registrant has not developed a Year
2000 contingency plan. However, there can be no assurance that the systems of
other companies on which the Registrant's systems rely will be timely converted
and would not have a material adverse effect on the Registrant.

LIQUIDITY AND CAPITAL RESOURCES

On March 30, 1999, the Registrant completed a private offering of $1,800,000 of
subordinated, convertible notes ("Subordinated Notes") to a limited number of
existing shareholders of the Registrant who are "accredited investors" within
the meaning of Regulation D promulgated under the Securities Act of 1933, as
amended. The proceeds of the offering were used to retire existing indebtedness
to Outside LLC, an entity affiliated with Overhead (as defined herein), and to
finance the renovations at Gladstone's. The Subordinated Notes are immediately
convertible into common stock of the Registrant at a rate of $1 per share, and
pay interest at 5% per annum. The Registrant



                                       9
<PAGE>   10

may pay interest on the Subordinated Notes in cash or in kind. The Subordinated
Notes mature on March 30, 2003; provided, however, that the holders of the
Subordinated Notes may elect to receive payment for fifty percent of the
outstanding Subordinated Notes on March 30, 2002.

The Registrant has entered into an agreement for tenant improvement and
equipment financing with Lyon Credit Corporation ("TI Facility"). The terms of
the agreement provide for the extension of up to $1,200,000 of credit, to be
repaid over a 5 year period with interest at the rate of the yield to maturity
of the five year Treasury Note plus 4 percent. This financing is secured by
certain tenant improvements and equipment. At October 31, 1999, the balance due
under the TI Facility was $1,075,000.

The terms of the Concession Agreement required Sea View to post a $2,000,000
letter of credit as a security deposit for rental payments due to the County. In
the event that rents are not paid when due, the County may draw upon the letter
of credit. The letter of credit was reduced to $437,500 on July 31,1999 upon Sea
View's satisfaction of certain conditions, including completion of the required
capital improvements and maintenance of certain net worth levels. The Concession
Agreement requires Sea View to reinstate the $2,000,000 letter of credit in the
event it fails to maintain the required net worth levels.

The Registrant posted the $2,000,000 letter of credit required by the Concession
Agreement by utilizing cash collateral provided by Overhead Partners, L.P.
("Overhead"), an entity affiliated with one of the Registrant's principal
shareholders and with a member of its board of directors. In consideration of
providing the cash collateral, the Registrant paid Overhead $50,000 for the
three months ended July 31, 1999. The $2,000,000 letter of credit expired on
July 31, 1999, and was replaced by a $437,500 letter of credit, in accordance
with the terms of the Concession Agreement.

On July 7, 1999, the Registrant entered into a one year, $500,000 revolving line
of credit agreement with Santa Monica Bank. The agreement provides for interest
at prime plus 1% on all amounts borrowed, requires a commitment fee of 1/2%, and
is secured by certain assets of the Registrant, including its license agreement
with MCA for use of the name Gladstone's. It is also guaranteed by Sea View. The
agreement requires the Registrant to comply with certain cash flow and liquidity
covenants, and includes a 60 consecutive days out of debt requirement. The
Registrant utilized $437,500 of the capacity of the revolving line of credit as
collateral support for a letter of credit issued by Santa Monica Bank pursuant
to the Concession Agreement. The letter of credit expires in one year and
requires a commitment fee of 1%. At October 31, 1999, the Registrant had no
borrowings outstanding under the line of credit.

On September 30, 1999, the Registrant and Santa Monica Bank amended the terms of
the revolving line of credit agreement to provide for a $200,000 increase in the
maximum amount of the line of credit from $500,000 to $700,000. The additional
$200,000 of available borrowing capacity will be available to the Registrant
during the period November 1, 1999 through March 31, 2000 only, after which the
line of credit will revert to its original $500,000 borrowing limit.

The Registrant is exploring various opportunities to expand its operations. The
Registrant's ability to expand is subject to the availability of debt or equity
financing on terms that are acceptable to the Registrant. There can be no
assurance that such financing will be available.

Capital expenditures for the three months ended October 31, 1999 totaled
$92,000. The terms of the Concession Agreement required Sea View to expend
approximately $2,700,000 on renovations to Gladstone's. The Registrant believes
Sea View has satisfied this requirement.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Except for the historical information contained herein, certain statements in
this Form 10-Q, including statements in this Item are "forward-looking
statements" within the meaning of the



                                       10
<PAGE>   11

Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievement of the
Registrant, or industry results, 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:
the Registrant's ability to generate an operating profit based on the terms of
the Concession Agreement; the impact on the Registrant of the Year 2000 Issue;
that its principal source of cash is funds generated from operations; that
restaurants historically have represented a high risk investment in a very
competitive industry; general and local economic conditions, which can, among
other things, impact tourism, consumer spending and restaurant revenues; weather
and natural disasters, such as earthquakes and fires, which can impact sales at
the Registrant's restaurants; quality of management; changes in, or the failure
to comply with, governmental regulations; unexpected increases in the cost of
key food products, labor and other operating expenses in connection with the
Registrant's business; and other factors referenced in this Form 10-Q and the
Registrant's other filings with the SEC.



                                       11
<PAGE>   12

               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable as the Registrant is a small business issuer as defined
         by SEC regulations.

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings.

         None

Item 2.  Changes in Securities and Use of Proceeds.

         None

Item 3.  Defaults Upon Senior Securities.

         None

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

                 On October 18, 1999, the Registrant held its annual
         stockholders' meeting. The stockholders voted on two proposals: the
         election of directors and ratification of Ernst & Young LLP as the
         Registrant's independent auditors.

                 The stockholders elected the following individuals to serve as
         directors of the Registrant:

         1. Alan Redhead: 3,104,947 (99.23%) votes for; 23,942 (.77%) withheld

         2. J. Christopher Lewis: 3,104,947 (99.23%) votes for; 23,942 (.77%)
            withheld

         3. Jefferson W. Asher, Jr.: 3,104,697 (99.23%) votes for; 24,192 (.77%)
            withheld

         4. Richard P. Bermingham; 3,104,697 (99.23%) votes for; 24,192 (.77%)
            withheld

         5. Robert L. Morrison; 3,104,947 (99.23%) votes for; 23,942 (.77%)
            withheld

                 The stockholders voted in favor of a proposal to ratify the
         appointment of Ernst & Young LLP as the Registrant's independent
         auditors for the fiscal year ending April 30, 2000 (3,105,467 (99.26%)
         voted for the proposal; 22,994 (.73%) voted against the proposal, and
         428 (.01%) abstained from voting on the proposal).


Item 5.  Other Information

         Not applicable.



                                       12
<PAGE>   13

Item 6.  Exhibits and Reports on Form 8-K.

         (a) Exhibits

<TABLE>
<S>                    <C>
             10.72  -  Change in Terms Agreement, dated as of September 30,
                       1999, between California Beach Restaurants, Inc., and
                       Santa Monica Bank, and related documents.

             27     -  Financial data schedule
</TABLE>

         Reports on Form 8-K

         None



                                       13
<PAGE>   14

               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES


                                  Signature(s)


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

                                 California Beach Restaurants, Inc. (Registrant)



Dated:  December 14, 1999        By:   /s/ Alan Redhead
                                    -------------------------------
                                       Alan Redhead
                                       Chief Executive Officer




                                 By    /s/ Samuel E.  Chilakos
                                    -------------------------------
                                       Samuel E. Chilakos
                                       Chief Financial Officer



                                       14
<PAGE>   15

               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES


INDEX TO EXHIBITS


<TABLE>
<CAPTION>
ITEM
NUMBER        DESCRIPTION
------        -----------
<S>           <C>
10.72         Change in Terms Agreement, dated as of September 30, 1999,
              between California Beach Restaurants, Inc., and Santa Monica Bank,
              and related documents. (A)

27            Financial data schedule (A)
</TABLE>


(A)           FILED HEREWITH ELECTRONICALLY



                                       15