<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             January  31, 1996
                                       -----------------------------------------

                                       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 
      incorporation or organization)               Identification Number)
                                                   

          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:

                                      Number of Shares Outstanding
            Class                           at March  7, 1996
            -----                     ----------------------------

  Common Stock, $.01 par value                 3,400,975
  ----------------------------            -------------------
<PAGE>   2

               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES

                                JANUARY 31, 1996

                                      INDEX

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

                 Consolidated Balance Sheets at January 31, 1996
                 and April 30, 1995............................................3

                 Consolidated Statements of Operations for the
                 Three Months Ended and Nine Months Ended
                 January  31, 1996 and 1995....................................5

                 Consolidated Statements of Cash Flows for the
                 Nine Months Ended January  31, 1996 and 1995..................6

                 Notes to Consolidated Financial Statements....................8

        Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations..........................10

Part II - OTHER INFORMATION

        Item 1.  Legal Proceedings............................................13

        Item 2.  Changes in Securities .......................................13

        Item 3.  Defaults Upon Senior Securities..............................13

        Item 4.  Submission of Matters to a Vote of Security Holders..........13

        Item 5.  Other Information............................................13

        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>
                                                        January 31, 1996     April 30, 1995
                                                        ----------------     --------------
                                                           (Unaudited)            (1)
<S>                                                     <C>                  <C>
Current Assets:
    Cash                                                   $  209,000          $  493,000
    Restricted cash                                           500,000             500,000
    Trade and other receivables                                29,000              22,000
    Inventories                                               271,000             262,000
    Prepaid expenses                                          222,000             155,000
                                                           ----------          ----------

      Total current assets                                  1,231,000           1,432,000

Fixed Assets (at cost) - net of accumulated
    depreciation and amortization (Note C )                 1,398,000           1,562,000

Other Assets:

    Goodwill, net of accumulated
    amortization                                            3,019,000           3,568,000

    Other                                                     163,000             147,000
                                                           ----------          ----------

                                                           $5,811,000          $6,709,000
                                                           ==========          ==========
</TABLE>

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

(1) The April 30, 1995 amounts have been extracted from the Company's Annual
    Report on Form 10-K for the year ended April 30, 1995.

                                       3
<PAGE>   4
               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                            January 31, 1996     April 30, 1995   
                                                            ----------------    ----------------
                                                               (Unaudited)            (1)
<S>                                                         <C>                   <C>
Current Liabilities:                                        
    Accounts payable                                          $    536,000        $    665,000
    Accrued interest                                                    -               27,000
    Accrued liabilities                                            590,000             656,000
    Current portion of long-term debt (Note D)                   1,218,000           1,161,000
                                                              ------------        ------------
                                                            
      Total current liabilities                                  2,344,000           2,509,000
                                                            
Long-term debt, less current portion (Note D)                    1,713,000           2,776,000
                                                            
9.75% convertible subordinated notes (Note E)                           -              783,000
                                                            
Stockholders' Equity (Note E):                              
                                                            
    Common stock, $.01 par value, authorized 25,000,000     
    shares, issued and outstanding, 3,400,975 shares at     
    January 31, 1996 and 280,000 shares at April 30, 1995           34,000               3,000
                                                            
    Series A convertible preferred stock, no par value,     
    authorized 5,000,000 shares, issued and outstanding     
    none at January 31, 1996 and 2,223,556 shares at        
    April 30, 1995                                                      -            1,694,000
                                                            
    Additional paid-in capital                                  13,175,000          10,853,000
                                                            
    Accumulated deficit                                        (11,455,000)        (11,909,000)
                                                              ------------        ------------
                                                            
      Total stockholders' equity                                 1,754,000             641,000
                                                              ------------        ------------
                                                            
                                                              $  5,811,000        $  6,709,000
                                                              ============        ============
</TABLE>                                                    
                                                            
The accompanying notes to consolidated financial statements are an integral
part of this statement.

(1) The April 30, 1995 amounts have been extracted from the Company's Annual
    Report on Form 10-K for the year ended April 30, 1995.

                                       4
<PAGE>   5
               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Three Months Ended         Nine Months Ended           
                                                        January 31,                January 31,              
                                                 ------------------------    ------------------------              
                                                    1996          1995          1996          1995            
                                                    ----          ----          ----          ----            
<S>                                              <C>           <C>           <C>          <C>                 
Sales                                            $3,723,000    $3,448,000    $11,384,000  $11,014,000         
                                                                                                              
Costs and Expenses:                                                                                           

    Cost of goods sold                            3,231,000     3,094,000      9,135,000    9,152,000         
    Selling, general and administrative             302,000       294,000        747,000      714,000         
    Legal and litigation settlement                  45,000        34,000        141,000      168,000         
    Depreciation                                    131,000       142,000        330,000      345,000         
                                                 ----------    ----------    -----------  -----------         
                                                     14,000      (116,000)     1,031,000      635,000         
                                                                                                              
Other income (expenses):                                                                                      
                                                                                                              
    Interest expense                                 (1,000)     (159,000)       (43,000)    (629,000)        
    Amortization of intangible assets              (219,000)     (351,000)      (549,000)    (866,000)        
    Write-down of goodwill                              -      (2,500,000)           -     (2,500,000)        
    Other, net                                       11,000        30,000         23,000       42,000         
                                                 ----------    ----------    -----------  -----------         
                                                                                                              
Income (loss) before income taxes                  (195,000)   (3,096,000)       462,000   (3,318,000)        
                                                                                                              
Provision for income taxes                            2,000         1,000          8,000        3,000         
                                                 ----------    ----------    -----------  -----------         
                                                                                                              
Income (loss) before extraordinary                                                                            
  item                                             (197,000)   (3,097,000)       454,000   (3,321,000)        
                                                                                                              
Extraordinary item:                                                                                           
    Gain from debt restructuring                       -        2,552,000            -      2,552,000         
                                                 ----------    ----------    -----------  -----------         
                                                                                                              
Net  Income (loss)                                ($197,000)    ($545,000)      $454,000    ($769,000)        
                                                 ==========    ==========    ===========  ===========         
                                                                                                              
Net Income (loss) per common                                                                                  
  share (Note F):                                                                                             
                                                                                                              
    Primary                                           ($.06)       ($1.95)          $.16       ($2.74)        
                                                 ==========    ==========    ===========  ===========         
                                                                                                              
    Fully-diluted                                     ($.06)       ($1.95)          $.14       ($2.74)        
                                                 ==========    ==========    ===========  ===========         
</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

                          NINE MONTHS ENDED JANUARY 31,

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                       1996               1995
                                                       ----               ----
<S>                                                <C>                <C>
Cash flows from operating activities:

Net Income (loss)                                  $   454,000         ($ 769,000)

Adjustments to reconcile net income
(loss) to cash provided by operations:
    Depreciation and amortization                      879,000          1,210,000
    Write-down of goodwill                                --            2,500,000
    Debt forgiveness                                      --           (3,160,000)
    Convertible preferred stock issued to bank            --              980,000
    Deferred loan fees                                    --               57,000

Changes in operating assets and liabilities:

    Trade and other receivables                         (7,000)             4,000
    Inventories                                         (9,000)           (26,000)
    Prepaid expenses                                   (67,000)           (16,000)
    Accounts payable                                  (129,000)            17,000
    Accrued interest                                   (27,000)              --
    Accrued liabilities                                (66,000)          (352,000)
                                                   -----------        -----------

Cash provided by operations                          1,028,000            445,000
                                                   -----------        -----------

Cash flows used in investing activities:
    Additions to fixed assets                         (145,000)          (257,000)
    Increase in other assets                           (16,000)              --
                                                   -----------        -----------

Net cash used in investing activities                 (161,000)          (257,000)
                                                   -----------        -----------

Cash flows from financing activities:
    Net proceeds from Rights Offering                   79,000               --
    Redemption of 9.75% convertible
      subordinated notes                              (203,000)              --
    Proceeds from issuance of 9.75% convertible
      subordinated notes                                  --              783,000
    Proceeds from sale of preferred stock                 --              714,000
    Principal payments on borrowings                (1,027,000)        (1,938,000)
                                                   -----------        -----------
Net cash used in financing activities               (1,151,000)          (441,000)
                                                   -----------        -----------

Net decrease in cash                                  (284,000)          (253,000)
Cash at beginning of period                            493,000            774,000
                                                   -----------        -----------

Cash at end of period                              $   209,000        $   521,000
                                                   ===========        ===========
</TABLE>

                                       6
<PAGE>   7
               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                          NINE MONTHS ENDED JANUARY 31,

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              1996             1995
                                                             ------           ------
<S>                                                          <C>              <C>
Supplemental disclosures of cash flow information:

In connection with settlement of a contingent note 
payable, the Company recorded a $500,000 liability
during the quarter ended January 31, 1995.

Cash paid during the period for:
    Interest                                                 $66,000          $  -
                                                             =======          ======
    Income taxes                                             $ 2,000          $4,000
                                                             =======          ======
</TABLE>

During 1995 the Company incurred a capital lease obligation of $21,000 in
connection with a lease agreement to acquire equipment.

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

                                       7
<PAGE>   8
               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

NOTE A - 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 nine month period ended January 31, 1996 may not be
indicative of the results that may be expected for the year ending April 30,
1996. 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, 1995.

NOTE B - 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 nine months ended January 31, 1996
and 1995 include Sea View's operations for the sixteen weeks and forty weeks
ended February 1, 1996 and February 2, 1995, respectively.

NOTE C - FIXED ASSETS

<TABLE>
<CAPTION>
                                                  January 31, 1996      April 30, 1995
                                                  ----------------      --------------
<S>                                               <C>                   <C>
Leasehold improvements                               $ 2,661,000          $ 2,606,000
Furniture and equipment                                  795,000              725,000
                                                     -----------          -----------
                                                       3,456,000            3,331,000

Less accumulated depreciation and amortization        (2,058,000)          (1,769,000)
                                                     -----------          -----------
                                                     $ 1,398,000          $ 1,562,000
                                                     ===========          ===========
</TABLE>


NOTE D -  LONG-TERM DEBT

On December 22, 1994 Sea View completed a restructuring of its bank debt and
entered into an Amended and Restated Loan Agreement ("Amended Loan"). The
Amended Loan included a senior secured note in the principal amount of
$3,000,000, bearing interest at 12% per annum, and payable at varying monthly
amounts through October 31, 1997, and a junior secured note in the amount of
$400,000 accruing interest at 12% per annum with both interest and principal
payable in a single lump sum on October 31, 1997. Interest to maturity on the
senior secured and junior secured notes is included in the carrying value of
such notes, in accordance with Financial Accounting Standards Board Statement
No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructuring,"
and will not be recognized as interest expense in current and future years. At
January 31, 1996 the balance of the senior secured note was $2,359,000,
including $259,000 of future interest costs, while the balance on the junior
secured note was $557,000, including $98,000 of future interest costs.

                                       8
<PAGE>   9
               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                   (UNAUDITED)

NOTE E - RIGHTS OFFERING

On October 18, 1995 the Company completed a Rights Offering to certain
shareholders that did not participate in the December 22, 1994 private
placement. Eligible shareholders as of September 11, 1995 received 4.7215 rights
for each share of stock that they owned. Each right entitled the holder to
purchase one share of common stock at $.83 per share. The proceeds of the
offering were used to partially redeem the Company's outstanding 9.75%
convertible subordinated notes which, if not redeemed, were scheduled to convert
into common stock as of October 30, 1995.

The Company raised approximately $203,000 from the exercise of 244,020 rights.
The proceeds from the Rights Offering were distributed to the holders of the
9.75% convertible subordinated notes on a pro-rata basis. The unredeemed portion
of the notes converted into 696,207 shares of common stock. Expenses of the
Rights Offering, which were paid by the Company, approximated $124,000.

NOTE F - EARNINGS PER SHARE

Primary earnings per common share are calculated by dividing net earnings
applicable to common stock by the average of common stock outstanding and common
stock equivalents. On a fully-diluted basis, both net earnings and shares
outstanding are adjusted to assume the conversion of the 9.75% convertible
subordinated notes as of May 1, 1995.

<TABLE>
<CAPTION>
                                                     Three Months Ended         Nine Months Ended           
                                                        January 31,                January 31,              
                                                 ------------------------     ----------------------              
                                                    1996          1995          1996          1995            
                                                    ----          ----          ----          ----            
<S>                                              <C>           <C>           <C>          <C>                 

Net Income (loss)                                ($197,000)     ($545,000)   $ 454,000     ($769,000)

Net Income (loss) per common share:

  Primary:
     Before extraordinary items                      ($.06)       ($11.06)        $.16       ($11.85)
     Extraordinary items                                -            9.11           -           9.11
                                                 ---------      ---------    ---------     --------- 

     Net Income (loss)                               ($.06)        ($1.95)        $.16        ($2.74)
                                                 =========      =========    =========     ========= 
  Fully-Diluted:
     Before extraordinary items                      ($.06)       ($11.06)        $.14       ($11.85)
     Extraordinary items                                -            9.11           -           9.11
                                                 ---------      ---------    ---------     --------- 

     Net Income (loss)                               ($.06)        ($1.95)       $ .14        ($2.74)
                                                 =========      =========    =========     ========= 

Weighted average number of
common shares outstanding:

  Primary                                        3,401,000        280,000    2,778,000       280,000
                                                 =========      =========    =========     ========= 

  Fully-diluted                                  3,401,000        280,000    3,400,000       280,000
                                                 =========      =========    =========     ========= 
</TABLE>

                                       9
<PAGE>   10
              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

Total sales for the three months ended January 31, 1996 were $3,723,000 compared
with $3,448,000 for the same period last year, an increase of $275,000 or 8.0%.

The Registrant's Gladstone's 4 Fish restaurant is located on the beach in
Pacific Palisades, California and is dependent, to a certain extent, on
favorable weather and tourism. Sales for the three months ended January 31, 1996
benefited significantly from favorable weather and minimal rainfall as compared
with the same period last year.

Sales for the nine months ended January 31, 1996 were $11,384,000 compared with
$11,014,000 for the same period last year, an increase of $370,000 or 3.4%. The
sales increase in the third quarter ended January 31, 1996 accounted for
approximately 74% of the year to date sales increase. As noted above, this is
primarily due to very favorable weather during this period. Additional factors
which have resulted in year to date sales growth include a successful
Lobsterfest promotion during the month of October 1995 and a New Year's eve
dinner and laser light show. Both of these events were held at the Registrant's
Gladstone's 4 Fish restaurant.

The Registrant operates its Gladstone's 4 Fish restaurant pursuant to a
concession agreement with the County of Los Angeles ("County") which expires
October 31, 1997. The County's standard operating procedure is to distribute a
request for proposal prior to entering into new agreements. The Registrant
anticipates that the County will follow this procedure with regard to the
Gladstone's 4 Fish concession agreement and expects that this process will be
concluded in 1996. Except for the restaurant structure itself, the Registrant
owns all personal property, fixtures and leasehold improvements at Gladstone's.
The Registrant also owns the Gladstone's trade name and existing liquor licenses
and operates certain sections of the restaurant pursuant to permits granted by
the California Coastal Commission. Gladstone's has operated at the present site
since 1981. The Registrant intends to complete a proposal to remain as the
operator of this site but there can be no assurance that such proposal will
ultimately be accepted by the County. The Registrant is currently reviewing
other potential restaurant sites for both expansion possibilities as well as for
an alternate location to lessen the impact on the business if it is unsuccessful
in retaining the present location.

As a result of typically more favorable weather and high 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 of the Registrant's restaurant operations.

Cost of goods sold for the three months ended January 31, 1996 was $3,231,000,
or, as a percentage of sales, 86.8% compared with $3,094,000, or, as a
percentage of sales, 89.7% during the same period last year. This improvement is
primarily due to lower labor costs resulting from a more efficient use of
restaurant staff as well as significantly lower rates on workers compensation
insurance. The reduction in workers compensation insurance should result in
lower labor costs through March 31, 1996, the end of the current policy year.

                                       10
<PAGE>   11
               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES


COST OF GOODS SOLD (CONT.)

Cost of goods sold for the nine months ended January 31, 1996 was $9,135,000,
or, as a percentage of sales, 80.2% compared with $9,152,000, or, as a
percentage of sales, 83.1% during the same period last year. This improvement is
also primarily due to lower labor costs. In addition, in the comparable period
last year the Registrant incurred expenses related to a July 4th fireworks show
and non-recurring expenses due to the implementation of a new menu and service
approach for Gladstone's outdoor dining area.

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, 1995, cost of goods sold, as a percentage of sales, was 82.9%.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

For the three months ended January 31, 1996, selling, general and administrative
expenses were $302,000 compared with $294,000 for the same period last year, an
increase of $8,000 or 2.7%.

For the nine months ended January 31, 1996, selling, general and administrative
expenses were $747,000 compared with $714,000 for the same period last year, an
increase of $33,000 or 4.6%. This increase is primarily due to expenses incurred
in connection with the Registrant's reverse stock split which became effective
May 1, 1995, as well as an increase in certain compensation related expenses.

LEGAL AND LITIGATION SETTLEMENT

For the three months ended January 31, 1996, legal and litigation settlement
expenses were $45,000 compared with $34,000 for the same period last year, an
increase of $11,000 or 32.3%. This increase is due, in part, to expenses
incurred to register 3,004,282 shares of common stock owned by certain
stockholders, pursuant to an existing contractual obligation. The selling
stockholders do not necessarily intend to sell their shares but may decide to do
so in the future. The Registrant is obligated to file amendments to the
registration statement in order to update it at any time for up to two years
when requested in writing by Bank of America (one of the selling stockholders)
with the Registrant bearing all the expenses of such registration and updates up
to certain limits.

For the nine months ended January 31, 1996, legal and litigation settlement
expenses were $141,000 compared with $168,000 for the same period last year, a
decrease of $27,000 or 16.1%.

The Registrant will incur legal expenses during the balance of its current
fiscal year ending April 30, 1996 to defend a lawsuit brought by a former
employee of the Registrant (See Part II - Item 1. - Legal Proceedings).

INTEREST EXPENSE

For the nine months ended January 31, 1996 the Registrant incurred interest
expense of $43,000 primarily related to the 9.75% convertible subordinated
notes. These notes were partially redeemed by the Registrant in October 1995 and
the unredeemed portion of the notes converted into common stock as of October
30, 1995. The Registrant incurred $1,000 of interest expense for the three
months ended January 31, 1996 and does not expect to incur any significant
interest expense through the end of its current fiscal year.

                                       11
<PAGE>   12
               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES


INTEREST EXPENSE (CONT.)

For the three months and nine months ended January 31, 1995 the Registrant
incurred interest expense of $159,000 and $629,000, respectively, related to the
term loan which was borrowed to fund the acquisition of the Registrant's
restaurant operations. On December 22, 1994 the Registrant entered into an
Amended and Restated Loan Agreement ("Amended Loan"). Interest to maturity on
the Amended Loan has been included in the carrying value of such debt, in
accordance with Financial Accounting Standards Board Statement No. 15,
"Accounting by Debtors and Creditors for Troubled Debt Restructuring" and will
not be recognized as interest expense in current and future years.

AMORTIZATION OF INTANGIBLE ASSETS

For the three months and nine months ended January 31, 1996 amortization expense
was $219,000 and $549,000, respectively, compared with $351,000 and $866,000 for
the same periods last year. These decreases are due to the Registrant's covenant
not to compete becoming fully amortized as of April 30, 1995. Amortization
expense now relates completely to the Registrant's Goodwill and will approximate
$714,000 per year.

LIQUIDITY AND CAPITAL RESOURCES

On December 22, 1994 the Registrant completed a restructuring of Sea View's
existing bank debt and settlement of a contingent subordinated note. The
Registrant concurrently closed a private placement of securities to finance such
restructuring and settlement. The private financing which raised the funds
necessary to effect the bank debt restructuring and contingent note settlement,
involved a total investment of $1,600,000, excluding expenses, consisting of
$817,290 of Series A convertible preferred stock and $782,710 of 9.75%
convertible subordinated notes.

The Registrant held an annual meeting of shareholders on April 28, 1995. At this
meeting the shareholders approved a one for 33.286962 reverse stock split of the
Registrant's common stock. The reverse stock split became effective on May 1,
1995 upon the filing of a Certificate of Amendment to the Articles of
Incorporation of the Registrant. As a result of the reverse stock split, the
Series A convertible preferred stock automatically converted into 2,180,748
shares of common stock on May 1, 1995.

On October 18, 1995 the Registrant completed a Rights Offering to certain
shareholders that did not participate in the December 22, 1994 private
placement. Eligible shareholders as of September 11, 1995 received 4.7215 rights
for each share of common stock that they owned. Each right entitled the holder
to purchase one share of common stock at $.83 per share. The proceeds of the
offering were used to partially redeem the Registrant's 9.75% convertible
subordinated notes which, if not redeemed, were scheduled to convert into common
stock as of October 30, 1995.

The Registrant raised $202,537 from the exercise of 244,020 rights. The proceeds
from the offering were distributed to the holders of the 9.75% convertible
subordinated notes on a pro-rata basis. The unredeemed portion of the notes
converted into 696,207 shares of common stock. Expenses of the offering, which
were paid by the Registrant, approximated $124,000.

The Registrant currently has no outside sources of short-term or long-term
financing. Although the Registrant remains highly leveraged after the completion
of the bank debt restructuring, due primarily to the repayment terms of the
remaining loan principal, the Registrant believes that its existing cash and
cash flow from operations over the next year will allow it to meet its debt
obligations under the Amended Loan as well as its normal operating expenses.

Capital expenditures through January 31, 1996 totaled approximately $166,000.
The Registrant estimates that capital requirements for fiscal 1996 will be
approximately $250,000.

                                       12
<PAGE>   13
               CALIFORNIA BEACH RESTAURANTS, INC. AND SUBSIDIARIES

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings.

         In September 1994 the Registrant received notice of a complaint filed
         in Los Angeles County Superior Court by a former employee seeking
         unspecified damages for various causes of action, including wrongful
         termination. The Registrant has filed an answer to the complaint
         denying any liability. The Registrant believes that this claim is
         without merit and intends to defend this action vigorously. The matter
         is currently scheduled for trial on April 1, 1996.

Item 2.  Changes in Securities.

         Not applicable.

Item 3.  Defaults Upon Senior Securities.

         None

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

         Not applicable.

Item 5.  Other Information

         Not applicable.

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

                    Exhibits

                    27 - Financial data schedule

                    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:  March 11, 1996           By:   Alan Redhead
                                    --------------------------------------------
                                       Alan Redhead
                                       Chief Executive Officer
                                       (Duly Authorized Officer)


                                 By:   Mark E. Segal
                                    --------------------------------------------
                                       Mark E. Segal
                                       Vice President - Finance
                                       and Chief Financial Officer

                                       14
<PAGE>   15


                              INDEX TO EXHIBITS



   ITEM       
  NUMBER             DESCRIPTION                      METHOD OF FILING
  ------             -----------                      ----------------

    27          Financial data schedule         Filed herewith electronically