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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A
  (Amendment No. 1)

XANNUAL
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  For the fiscal year ended December 31, 2006

__     TRANSITION REPORT PURSUANT
  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  For the transition period from _________ to _________

Commission File No. 1-12134

ELEPHANT & CASTLE GROUP INC.
  (Exact Name of registrant as specified in its charter)

|**Province of British Columbia**   | **Not Applicable**    
|---------------------------------- | ----------------------
|(State or other jurisdiction       | (IRS Employer         
|of incorporation)                  | Identification Number)
|                                   |                       
|**1190 Hornby Street, Suite 1200** |                       
|**Vancouver, B.C. CANADA**         | **V6Z 2K5**           
|(Address of principal              | (Zip Code)            
|executive offices)                 |                       

Registrant's telephone number, including area code: (604) 684-6451

Securities registered pursuant to Section 12(b) of the Act:
  None

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

Common Shares, no par value
  Title of each class

Indicate by check mark if the registrant is a well-known seasoned issuer, as
  defined in Rule 405 of the Securities Act. YES ____ NO X

Indicate by check mark if the registrant is not required to file reports pursuant
  to Section 13 or Section 15(d) of the Act. YES ____ NO X

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 statements
  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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ____ Accelerated filer ____ Non-accelerated
  filer X

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Act). YES ____ NO X

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last
business day of the registrants most recently completed second fiscal quarter (June 25, 2006): US$ 5,516,173.

Number of Registrants common shares outstanding as of April 24, 2007, the latest practicable date for determination:6,052,369.

2

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Explanatory Note

This Amendment No. 1 on Form 10-K/A (the Amendment) amends the Annual Report on Form 10-K of Elephant and Castle Group, Inc. (the Company) for the fiscal year ended December 31, 2006, originally filed with the Securities and
Exchange Commission (the SEC) on April 16, 2007 (the Original Filing). The Company is filing this Amendment to include the information required by Part III, which was originally expected to be incorporated by reference to the
definitive proxy statement to be delivered to the Companys shareholders in connection with the 2007 annual general meeting of the shareholders and which was not included in the Original Filing. The Company will not file its definitive proxy
statement within 120 days of the Companys fiscal year ended December 31, 2006. In addition, in connection with the filing of this Amendment and pursuant to the rules of the SEC, the Company is including with this Amendment certain currently
dated certifications. Accordingly, Item 15 of Part IV has also been amended to reflect the filing of these currently dated certifications.

Except as described above, no other changes have been made to the Original Filing and this Amendment does not amend, update or change any other items or disclosures in the Original Filing. The Original Filing continues to speak as of the date of the
Original Filing, and the Company has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

Except as otherwise noted herein, all dollar figures are presented
  in Canadian dollars.

3

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below are the names, ages, positions and offices of
  each of the Companys directors and executive officers, together with each
  persons business experience for the past five years.

There are no family relationships among any of the Companys
  directors or executive officers. None of the directors or officers has been
  involved in any legal proceedings during the past five years which is material
  to an evaluation of his or her ability or integrity. There are not any pending
  material proceedings to which any director, officer or affiliate of the Company,
  any owner of record or beneficially of more than 5% of any class of the Companys
  voting securities, or any associate of any of the foregoing, is a party adverse
  to the Company or of its subsidiaries or has a material interest adverse to
  the Company or any of its subsidiaries.

Directors

The following persons were directors during the Companys
  last fiscal year:

Name, Age andProvince andCountry ofResidence ofDirector
      Principal Occupation During
        Last 5Years(1)
      Director SinceJeffrey M. Barnett (68) (2)(3)
        British Columbia, 
        Canada
      Chief Executive Officer of Tickers
        Watch and Clock Company Inc.
      1993Richard H. Bryant (53) 
        British Columbia, 
        Canada
      President and Chief Executive
        Officer of the Company
      1998Thomas Chambers, F.C.A. (62) (2)(3)
        British Columbia, 
        Canada
      President, Senior Partner Services
        (financial consulting company)
      2002George W. Pitman (65) (3)(4)
        British Columbia, 
        Canada
      Design Consultant
      1993


---

Colin Stacey (67) 
        (3) (4) 
        British Columbia, 
        Canada
      Restaurant Consultant
      1997David Wiederecht (50) (2)(3)
        New York, USA
      Vice-President, Private Equity
        Alternative Investments, GE Asset Management Incorporated (GEAM)
        (investment company)
      1996Christopher Anderson (55) (3)(4)
        Saskatchewan, 
        Canada
      Partner, Crown Capital Partners
        (investment management company)
      2005


On January 22, 2007, the Company entered into a definitive arrangement
  agreement (the "Arrangement Agreement") with Repechage Investments Limited,
  a corporation incorporated under the laws of Newfoundland and Labrador, Canada
  ("Repechage Investments") and Repechage Restaurants Group, Ltd., a wholly-owned
  subsidiary of Repechage Investments and a corporation incorporated under the
  laws of Canada ("Repechage"), which resulted in the acquisition by Repechage
  of all of the outstanding securities of the Company by way of a plan of arrangement
  (the "Arrangement") pursuant to Section 288 of theBusiness Corporations
  Act(British Columbia). Pursuant to the Arrangement, the following new directors
  were appointed on April 20, 2007:

Name, Age 
        andProvince andCountry ofResidence ofDirector
      Principal Occupation During
        Last 5Years(1)
      Director SinceDavid L. Dobbin (46) 
        Chairman 
        Nova Scotia, Canada
      President, Repechage Investments
        Limited
        President, Repechage Restaurant Group Ltd. C
        hairman of the Board, Elephant & Castle Group, Inc. 
        Chairman of the Board, Navitrak International Inc.
      2007Gary J. Heller (40) 
        New York, USA
      Vice President, Repechage Restaurant
        Group Ltd.
      2007John F. Morgan
        (46) 
        Newfoundland, Canada
      Secretary/ Treasurer Repechage   Investments Limited
        Secretary/ Treasurer Repechage  Restaurant Group Ltd. 
        President   Morgan Capital Limited
        President   Lynx Logistics Limited


2

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Notes:

|(1) | Except as set out below, the information as to occupation
        of the directors of the Company includes present principal occupation
        and occupations for the preceding five years.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Member of the Audit Committee for 2006.                                                                                                                                                      
|(3) | Each of these individuals resigned from the Companys
        Board of Directors (the Board) effective April 20, 2007.                                                                     
|(4) | Member of the Compensation Committee for 2006.                                                                                                                                               

The following are brief biographies of the Companys former
  and current directors:

Jeffrey M. Barnett, Director.Mr. Barnett co-founded
  the predecessor of the Company in 1977 with his twin brother, Peter J. Barnett,
  and their long-time business colleague, Mr. George W. Pitman. Mr. Barnett served
  as Chief Executive Officer of the Company until March 1998 and Chairman of the
  Board until July 1999. Currently, Mr. Barnett is Chief Executive Officer of
  Tickers Watch and Clock Company Inc.

Richard H. Bryant, Director, President and Chief Executive
  Officer.

Mr. Bryant was appointed President and Chief Executive Officer
  of the Company in October 1999, having previously served as Chief Financial
  Officer since November 1997. Prior to that, Mr. Bryant served as Chief Financial
  Officer of Keg Restaurants Limited, a subsidiary of Whitbread PLC.

Thomas Chambers, F.C.A., Director.Mr. Chambers,
  F.C.A., has been President of Senior Partners Services since 2002, prior to
  which he was a Partner of PricewaterhouseCoopers LLP for 26 years. Mr. Chambers
  serves on the boards of Terasen Inc., Norske Skog Canada Limited (Chair of the
  Audit Committee), Mill and Timber Group, the B.C. Cancer Foundation and the
  Victoria Order of Nurses.

George W. Pitman, Director.Mr. Pitman co-founded
  the predecessor of the Company in 1977 and since then has been involved in the
  design, development and construction of Elephant & Castle restaurants. Previously
  Mr. Pitman developed restaurants in Canada, the US and

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Japan. Currently Mr. Pitman consults through his company,
  G. Pitman Design, for the Elephant and Castle Group of Companies as well as
  other Canadian and US clients. He has been actively involved with various charities
  over the past 35 years, particularly Variety - The Children's Charity where
  he holds the position of International Vice President.

Colin Stacey, Director.Mr. Stacey has been
  a restaurant consultant since January 2003. Mr. Stacey served as Vice President
  and Chief Operating Officer of the Company from August 1997 to December 2002.
  Prior to that, Mr. Stacey was President and Chief Executive Officer of Keg Restaurants.

David Wiederecht, Director.Mr. Wiederecht is
  Vice President Alternative Investments for GE Asset Management, where
  he co-heads the absolute return strategy team. He also has portfolio management
  responsibilities for various private equity and real estate investment strategies.
  Prior to joining GE Asset Management in 1988, Mr. Wiederecht held several positions
  throughout the General Electric Company. Companies in which he serves as a Director
  include Navigant International, Edmunds.com, Elephant & Castle and Nextec.
  He holds a BA in Economics from St. Lawrence University. Mr. Wiederecht serves
  as a director of the Company as the nominee of GEIPPPII, formerly the majority
  Shareholder of the Company. GEIPPPII was entitled pursuant to the Inter-Shareholder
  Agreement to nominate two directors to the Board, provided that GEIPPPII held
  at least 20% of the Common Shares (calculated on a fully diluted basis) or one
  director provided that GEIPPP holds at least 10% of the Common Shares (calculated
  on a fully diluted basis).

Christopher Anderson, Director.Mr. Anderson
  has been a partner of Crown Capital Partners since July 2002. Prior to that,
  Mr. Anderson served as Vice President of Equities and Bonds of Crown. From September
  1996 to August 1998, Mr. Anderson was President of Crown Life Investment Management
  Inc., a subsidiary of Crown. Prior to joining Crown in 1980, Mr. Anderson worked
  with the Government of Canada, Department of Finance (Tax Policy) and the Anti-Inflation
  Board. Mr. Anderson served as a director of the Company as the nominee of Crown,
  which concluded a $5 million financing with the Company on December 17,
  2004. Crown was entitled pursuant to the Inter-Shareholder Agreement to nominate
  one director to the Board provided that Crown held at least 10% of the Common
  Shares (calculated on an undiluted basis but assuming certain warrants had been
  exercised).

David L. Dobbin, Chairman.Mr. Dobbin is President
  of Repechage Investments Limited (RIL), an investment company formed
  under the laws of Canada that holds investments in the transportation, service
  and real estate sectors. RIL is closely held with a majority of its shares being
  owned by Mr. Dobbin and members of his family. On April 20, 2007, Repechage
  Restaurant Group Ltd. ("RRG"), a wholly-owned subsidiary of RIL, acquired all
  of the outstanding securities of the

4

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Elephant & Castle Group Inc. Previously, Mr. Dobbin served
  in senior capacities with CHC Helicopter Corporation (CHC) and Navitrak
  International Inc. Mr. Dobbin also led Canadian Ocean Resource Associates Inc.,
  a consulting firm specializing in best practice reviews, institutional support
  and public/private partnerships. Mr. Dobbin holds a Bachelor of Commerce from
  Memorial University of Newfoundland.

Gary J. Heller, Director.Mr. Heller joined Repechage
  Restaurant Group Ltd. (RRG) as Vice President in 2007. Prior to
  joining RRG, Mr. Heller served as Managing Director of FTI Capital Advisors,
  LLC, the investment banking subsidiary of FTI Consulting, Inc. Prior to joining
  FTI Capital Advisors in 2002, Mr. Heller was a Director with Andersen Corporate
  Finance LLC, the investment banking subsidiary of Arthur Andersen LLP. Earlier
  in his career, Mr. Heller held investment banking positions with Etkin &
  Company Incorporated and Crédit Agricole. Mr. Heller holds a B.A. in Economics
  from the University of Pennsylvania and an M.B.A in Finance from New York Universitys
  Leonard N. Stern School of Business.

John F. Morgan, Director.Mr. Morgan is
  Secretary/ Treasurer of Repechage Investments Limited which on April 20, 2007
  completed the acquisition of all the outstanding shares of Elephant & Castle
  Group Inc through Repechage Restaurant Group Ltd. Mr. Morgan owns and manages
  an independent financial services firm providing Taxation and Merger and Acquisition
  support services to Canadian and International clients. He has over 20 years
  experience in providing taxation, valuation and acquisition services. Mr. Morgan
  has a Bachelor of Commerce from Memorial University of Newfoundland, and is
  member of the Institute of Chartered Accountants of Newfoundland and Labrador.

Other Executive Officers

Name and Age of Executive Officer
      Principal Occupation During Last 5 Years
      Executive Officer SincePeter Laurie [46]
      Chief Operating Officer of
        the Company
      2002Roger Sexton [45]
      Chief Financial Officer and
        Vice President, Finance, of the Company
      2002


The following are brief biographies of the executive officers:

Peter Laurie, Chief Operating Officer.Mr. Laurie
  was appointed to the position of Chief Operating Officer in September 2002.
  As Chief

5

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Operating Officer, Mr. Laurie is responsible for the operational
  performance of the restaurant system. Mr. Laurie has extensive experience in
  the hospitality business as both an operator and owner. Mr. Laurie established
  his track record in Australia, transferring The Keg Restaurant concept to the
  country and overseeing all aspects of a 16 unit chain operation. In 1997, Mr.
  Laurie acquired an operating partnership in Farside Hospitality Group Ltd. DBA
  Cactus Club Café.

Roger Sexton, Vice President, Finance and Chief Financial
  Officer.

Mr. Sexton joined the Company in November 2002 as Chief Financial
  Officer. Mr. Sexton has extensive retail experience having held various senior
  financial positions at retail companies in the UK. From 2000 to 2002, Mr. Sexton
  was Controller at Houwelings Nurseries Ltd and from 1996 to 1999 was employed
  by Regus Business Centres PLC as UK Finance Director/Group Financial Controller.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended
  (the Exchange Act), requires that the Companys directors,
  executive officers and persons who own greater than ten percent (10%) of the
  Common Shares (the Reporting Persons) file reports relating to their
  ownership and changes in ownership of Common Shares with the United States Securities
  and Exchange Commission (the SEC). Reporting Persons are required
  by SEC regulations to furnish to the Company copies of all Section 16(a) reports.

Based solely on its review of copies of such reports and written
  representations that no other reports were required, the Company believes that
  all required reports were filed on a timely basis during the year ended December
  31, 2006.

Code of Ethics Policy

On February 20, 2004, the Company adopted a Code of Ethics
  Policy that applies to the Companys Chief Executive Officer, Chief Operating
  Officer, and Chief Financial Officer. A copy of the Code of Ethics Policy may
  be viewed on the Companys website at www.elephantcastle.com.The Company intends to report amendments to or waivers from the Code
  of Ethics Policy to the Chief Executive Officer, Chief Operating Officer or
  Chief Financial Officer on the Companys website, as permitted by applicable
  SEC rules. The Company may, however, elect to disclose any such amendment or
  waiver in a report on Form 8-K filed with the SEC either in addition to or in
  lieu of the website disclosure.

Audit Committee

The Company has a separately-designated standing audit committee.
  During 2006, the Audit Committee was composed of Messrs. Chambers,

6

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Wiederecht and Barnett. Mr. Chambers was the Chair of the
  Audit Committee and met all of the criteria required of an audit committee financial
  expert. Each of the members of the Audit Committee satisfied the independence
  and financial literacy requirements for audit committee members under the NASDAQ
  listing standards and applicable SEC regulations. The Audit Committee met 4
  times in 2006.

Following the completion of the Agreement which occurred on
  April 20, 2007, the newly appointed Board will determine the structure of the
  new Audit Committee at its first board meeting.

ITEM 11. EXECUTIVE COMPENSATION

All amounts shown are in Canadian dollars other than as
  stated.

Compensation Discussion and Analysis

The Executive Team comprises Messrs. Bryant (President
  & CEO), Laurie (COO) and Sexton (CFO). All members of the Executive Team
  have entered into contracts of employment with the Company.

Executive Team compensation is determined by the Compensation
  Committee and is comprised of the following elements:

(1) Basic salary.

Basic salaries are reviewed annually
  by the Compensation Committee, and are benchmarked against comparable positions
  in comparably sized companies in the restaurant and food services industry,
  every fifth year using the services of an independent professional consultant.
  Salaries were most recently benchmarked at the end of 2006.

(2) Annual bonus.

Annual bonus targets and objectives
  for the Executive Team are set by the Compensation Committee. These bonus targets
  are intended to reward the Executive Team for achieving the key goals of the
  Company in any given year, and reflect the areas of business performance which
  are most directly impacted by each Executive. The Compensation Committee reviews
  performance against the set objectives and approves any payments to be made
  under them.

Mr. Bryant is entitled to a minimum
  potential annual bonus of 25% of his salary:

15% of salary for achieving annual EBITDA
  budget
  10% for achieving agreed new store opening program

Over achievement of EBITDA budget entitles
  Mr. Bryant to an additional bonus. (For 2006, 1.5% bonus per $50,000 of
  over achievement).

7

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Mr. Laurie is entitled to a minimum
  potential annual bonus of 25% of his salary:

15% of salary for achieving annual EBITDA
  budget
  10% for achieving agreed same store sales budget

Over achievement of EBITDA and same
  stores sales budget entitles Mr. Laurie to an additional bonus. (For 2006, 1.5%
  bonus per $50,000 of over achievement of EBITDA, 1% bonus for each 1% over
  achievement of US same store sales budget and 0.5% bonus for each 1% over achievement
  of Canadian same store sales budget).

Mr. Sexton is entitled to a minimum
  potential annual bonus of 20% of his salary:

10% of salary for achieving annual EBITDA
  budget
  10% for achieving five personal objectives (2% per objective)

Over achievement of EBITDA budget entitles
  Mr. Sexton to an additional bonus. (For 2006, 1% bonus per $50,000 of over
  achievement).

There is no mechanism in place for the
  recovery of profit based bonuses should results subsequently be restated.

(3) Medical plan.

Members of the Executive team are enrolled
  in the Companys Group Medical Plan, and additionally participate in a
  Medical Reimbursement Plan:

Mr. Bryant ($20,000 per annum, 2006;
  $20,000 per annum 2007)
  Mr. Laurie ($5,000 per annum, 2006; $10,000 per annum 2007)
  Mr. Sexton ($5,000 per annum, 2006; $10,000 per annum 2007)

These limits are maximum annual entitlements
  and are stated in Canadian dollars.

(4) Pension plan.

The Company introduced a Pension Plan
  in January 2007, and the Executive Team is entitled to participate on the same
  basis as all other eligible employees.

For 2007, the Company will match pension
  contributions at a rate of 25 cents per dollar of employee contribution, up
  to a maximum Company contribution of 1% of salary.

(5) Share options



8

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From time to time, the Company may award
  share options to the Executive team.

Details of outstanding options are provided
  in the Outstanding Equity Awards at 2006 Fiscal Year-End table.

No options were issued or exercised
  during 2006.

(6) Long-term bonus

Pursuant to the Companys refinancing
  agreements of December 17, 2004, the Executive Team is entitled to a shared
  bonus of CDN $132,500 subject to certain conditions including performance
  targets and refinancing objectives being achieved.

Following the completion of the Arrangement
  Agreement, these conditions have been met, and this bonus will be paid in 2007,
  allocated as follows:

Mr. Bryant CDN $79,500
  Mr. Laurie CDN $33,125
  Mr. Sexton CDN $19,875

(7) Change of Control Agreements

The Executive Team is entitled to certain
  payments under change of control agreements.

The Executive Team agreed to waive these
  change of control agreements in relation to the Arrangement Agreement.

(8) Life Insurance

Mr. Bryants contract of employment
  includes a life insurance policy with a death benefit of $600,000.

Mr. Luvison (Director of Operations, Eastern Region) reports
  to Mr. Laurie (COO) and is included in this report because his total compensation
  for 2006 exceeded $100,000.

Mr. Luvisons compensation is comprised of the following
  elements:

(1) Basic salary.

Basic salary is reviewed annually by
  the Executive Team, and is benchmarked every fifth year using the services of
  an independent professional consultant.

(2) Annual bonus.

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| | Annual bonus targets and objectives for Mr. Luvison
        are set by the Executive Team. These bonus targets are intended to reward
        Mr. Luvison for achieving the key goals set by the Company in any given
        year, and reflect the areas of business performance which are most directly
        impacted by him.
      Mr. Luvison is entitled to a minimum potential annual
        bonus of 20% of his salary:
      15% of salary for achieving annual budget profit
        for his region
        5% for achieving agreed personal objectives
      Over achievement of annual budget profit for his region
        entitles Mr. Luvison to an additional bonus. (For 2006, 1% bonus per $50,000
        of over achievement).
      In addition, for 2006 only, Mr. Luvison earned a bonus
        of US $10,000 in recognition of the Chicago Adams Street store achieving
        an annual profit in excess of US $1,000,000. This bonus was paid in
        2007.
      (3) Medical plan.
      Mr. Luvison is enrolled in the Companys Group
        Medical Plan.
      (4) Pension plan.
      The Company introduced a Pension Plan in January 2007,
        and Mr. Luvison is entitled to participate on the same basis as all other
        eligible employees.
      For 2007, the Company will match pension contributions
        at a rate of 25 cents per dollar of employee contribution, up to a maximum
        Company contribution of 1% of salary.
      (5) Share options
      From time to time, the Company may award share options
        to the Mr. Luvison.
      Details of outstanding options are provided in the Outstanding
        Equity Awards at 2006 Fiscal Year-End table.
      No options were issued or exercised during 2006.
      (6) Long-term bonus
      Pursuant to the Companys refinancing agreements
        of December 17, 2004, Mr. Luvison is entitled to participate in a long-term
        bonus scheme which reflects total business performance over the period
        2005 to 2009. This bonus would be payable within 90 days of the approval
        of the Companys audited financial statements for the year ending
        December 2009.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Summary Compensation Table for 2006

The following table summarizes the total compensation paid or
  earned for the year ended December 31, 2006 by the Company's Chief Executive
  Officer ad each of the next four most highly compensated executive officers.
  These individuals are referred to throughout this Annual Report on Form 10-K/A
  as the Named Executive Officers.

Name and 
        Principal 
        Position
      Year(1)
      Salary 
        ($)
      Bonus 
        ($)(1)
      Stock
        Awards
        ($)
      Option 
        Awards 
        ($)
      Non- 
        Equity 
        Incentive 
        Plan 
        Compensation 
        ($)(1)
      Change in 
        Pension 
        Value and 
        Nonqualified 
        Deferred 
        Compensation 
        Earnings 
        ($)
      All Other 
        Compensa- 
        tion 
        ($)(2)
      Total 
        ($)Richard Bryant 
        President &CEO
      2006
      $261,000
      $0
      $0
      $0
      $18,000
      $0
      $18,000
      $297,000Roger Sexton CFO
      2006
      $131,000
      $0
      $0
      $0
      $12,600
      $0
      $5,300
      $148,900Peter Laurie COO
      2006
      $165,000
      $0
      $0
      $0
      $25,000
      $0
      $4,900
      $194,900John Luvison Director ofOperations
      2006
      $112,500
      $0
      $0
      $0
      $22,000
      $0
      $3,500
      $137,500


| | (1) | Annual cash bonuses earned under the Companys
        incentive plan are included in this table as Non-Equity Incentive
        Plan Compensation
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                     
| | (2) | For all of the above Executives, Other Compensation
        comprises group medical plan and medical reimbursement plan costs.                      

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Outstanding Equity Awards at 2006 Fiscal Year-End

The following table includes certain information with respect
  to the value of all previously awarded unexercised options held by the Named
  Executive Officers at December 31, 2006.

Option
        Awards
      Stock
        AwardsName
      Number of Securities Underlying
        Unexercised Options
        (#)
        Exercisable 
        (1) (2)
      Number of Securities Underlying
        Unexercised Options Unexercisable
        (#)
      Equity Incentive Plan Awards:
        Number of Securities Underlying Unexercised Unearned Options 3
        (#)
      Option Exercise Price 
        ($) (3)
      Option Expiration Date 4
      Number of Shares or Units of
        Stock That Have Not Vested 
        (#)
      Market Value of Shares or Units
        of Stock That Have Not Vested
        ($)
      Equity Incentive Plan Awards:
        Number of Unearned Shares, Units or Other Rights That Have Not Vested
        3,
        (#)
      Equity Incentive Plan Awards:
        Market or Payout Value of Unearned Shares, Units or Other Rights That
        Have Not Vested 
        ($)Richard Bryant
      50,000
      0
      0
      $10- $14
      2007
      0
      $
      
      $Roger Sexton
      25,000
      0
      0
      $1
      2008
      0Peter Laurie
      100,000
      0
      0
      $1
      2008
      0John Luvison
      10,000 
        20,000
      0
      0
        0
      $11.26 
        $1
      2007 
        2008
      0


|(1) | All Options were fully vested as at December 31, 2006.                                                                 
|--- | -----------------------------------------------------------------------------------------------------------------------
|(2) | All outstanding options were cancelled following the
        completion of the Arrangement Agreement on April 20, 2007.
|(3) | All Option Exercise Prices are in US dollars.                                                                          

In addition to the above, pursuant to the refinancing agreements
  of December 17, 2004, Messrs Bryant, Laurie and Sexton were granted five year
  warrants, subject to certain restrictions, for the purchase of 566,434 Common
  Shares along with 295,799 Preferred Shares, Class A with a combined total exercise
  price of CDN$132,500 (US$108,000). Messrs Bryant, Laurie and Sexton were also
  granted warrants, subject to certain restrictions, to purchase 233,333 Common
  Shares at a price

12

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of CDN$0,667 per share. The above warrants were granted to Messrs
  Bryant Laurie and Sexton in the following proportions:

| | Richard Bryant | 60%
| | -------------- | ---
| | Peter Laurie   | 25%
| | Roger Sexton   | 15%

Following the completion of the Arrangement Agreement on April
  20, 2007, the above warrants were purchased from Messrs Bryant, Laurie and Sexton
  by Repechage Restaurant Group Ltd.

No new options were issued during 2006; nor did any existing
  options vest during 2006.

Pension Benefits for 2006

No pension benefits were paid or payable for 2006.

Potential Payments Upon Termination or Change-in-Control

Messrs. Bryant, Laurie and Sexton each entered into employment
  agreements and change of control agreements, all dated December 17, 2004, in
  connection with a $5 million financing by Crown, an attendant restructuring
  of debt owed by GEIPPP and a concurrent investment by Messrs. Bryant, Laurie
  and Sexton in the Company completed on that date.

The three executives became entitled to participate, subject
  to continuing service with the Company, in a special bonus (the Special
  Bonus) of $132,500 to be shared among themselves upon a change of control
  of the Company, or on January 3, 2010, provided that all senior debt owed to
  GEIPPP shall have been paid in full at such date.

Messrs. Bryant, Laurie and Sexton's employment agreements are
  in force until December 1, 2007, in each case unless earlier terminated. Messrs.
  Bryant, Laurie and Sexton's employment agreements were automatically renewed
  on December 1, 2006 for a one-year period. Either the executive or the Company
  may terminate the employment agreement upon three months' written notice. In
  the case of termination by the Company other than for cause, including upon
  failure to renew, each executive is entitled to a severance payment at the date
  of termination, plus continuation of benefits for one year. The severance payment
  is equal to one year's base salary plus bonus for Mr. Bryant, and to three months'
  base salary plus bonus for Messrs. Laurie and Sexton. "For cause" is defined
  as a breach of the employment agreement, a breach of fiduciary obligations,
  commission of an act of fraud, gross negligence or wilful misconduct giving
  rise to monetary damage, or conviction for any felony. In the case of termination
  in connection with a change in control, the executive is entitled to the greater
  of the compensation payable under the

13

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employment agreement or the amount payable under the change of
  control agreement, per his election.

The change of control agreements provide that, upon a termination
  of employment during the period beginning three months and ending 12 months
  following a change of control, the Company is required to pay each executive
  within 10 days of the date of termination or the change in control, whichever
  is later, 200% of the total cash compensation paid by the Company to the executive
  in the 12 months immediately preceding the date of termination.

Other than as noted above or described herein, the Company has
  no written employment or change of control agreements between it or any of its
  subsidiaries and a Named Executive Officer.

Director Compensation for 2006

The following table provides compensation information for the
  year ended December 31, 2006 for each non-employee member of the Company's Board
  of Directors:

Name 1
      Fees
        Earned 
        or Paid in 
        Cash 
        ($)
      Stock 
        Awards 
        ($) 
        (2)
      Option 
        Awards 
        ($)
      Non-Equity 
        Incentive 
        Plan 
        Compensation 
        ($)
      Change in 
        Pension Value 
        and 
        Nonqualified 
        Deferred 
        Compensation 
        Earnings
      All
        Other 
        Compensation 
        ($)
      Total 
        ($)Thomas Chambers
      $20,000
      $0
      $0
      $0
      $0
      $0
      $20,000George Pitman
      $15,000
      $1,080
      $0
      $0
      $0
      $0
      $16,080Jeffrey Barnett
      $10,000
      $1,080
      $0
      $0
      $0
      $0
      $11,080Colin Stacey
      $10,000
      $1,080
      $0
      $0
      $0
      $0
      $11,080Richard Kelleher
      $5,000
      $1,080
      $0
      $0
      $0
      $0
      $6,080David Wiederecht
      $0
      $0
      $0
      $0
      $0
      $0
      $0Christopher Anderson
      $0
      $0
      $0
      $0
      $0
      $0
      $0


14

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|(1) | Richard Bryant, the Companys President and Chief
        Executive Officer is not included in this table as he is an employee of
        the Company and therefore earns no compensation for his services as a
        director, The compensation earned by Mr. Bryant is shown in the Summary
        Compensation Table above.                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(2) | The amounts in this column reflect the dollar amount
        recognized for financial statement reporting purposes for the fiscal year
        ended December 31, 2006, in accordance with FAS 123(R) of stock awards
        under the Company's director compensation plan and thus may include amounts
        from awards granted in and prior to 2006. Assumptions used in the calculation
        of these amounts are included in footnote [8] to the Companys annual
        financial statements for the fiscal year ended December 31, 2006 included
        in the Original Filing.

Independent Board Committee to oversee Arrangement Agreement

An Independent Committee of the Board was convened in 2006 to
  oversee the Arrangement Agreement on behalf of shareholders. The following individuals
  served as members of the Independent Committee, and earned the following additional
  fees, which were paid in 2007:

| | Thomas Chambers (Chair) | $20,000
| | ----------------------- | -------
| | George Pitman           | $5,000 
| | Jeffrey Barnett         | $5,000 

Composition of Compensation Committee and Interlocks and Insider
  Participation

During the year ended December 31, 2006, the following individuals
  served as members of the Companys Compensation Committee: Messrs. Pitman
  (Chairman), Anderson and Stacey, who were all directors of the Company during
  the time they served. Except for Mr. Stacey, who served as Vice President and
  Chief Operating Officer of the Company from August 1997 to December 2002, none
  of the members of the Companys Compensation Committee are officers or
  employees or were former officers or employees of the Company or any of its
  subsidiaries, had

15

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or has any relationship that requires disclosure hereunder
  in respect of indebtedness owed to the Company or any interest in material transactions
  involving the Company. In addition, none of the Companys executive officers
  has served on the compensation committee (or in the absence of such committee
  the entire Board) or the board of directors of another issuer whose executive
  officer is a member of the Companys Compensation Committee or Board of
  Directors. See Corporate Governance  Compensation Committee
  below.

None of the members of the Compensation Committee members
  has any material interest, direct or indirect, in any transaction that has been
  entered into since the commencement of the Companys most recently completed
  financial year or in any proposed transaction that, in either case, has materially
  affected or will materially affect the Company or any of its subsidiaries.

Following the completion of the Arrangement Agreement on April
  20, 2007, the newly appointed Board will determine the structure of the new
  Compensation Committee at its first Board meeting.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the
  Compensation Discussion and Analysis with management. Based upon this review
  and discussion, the Compensation Committee recommended to the Board of Directors
  that the Compensation Discussion and Analysis be included in the Companys
  Annual Report on Form 10-K for filing with the SEC.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
  AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following tables set forth certain information concerning
  the number of Common Shares and Preferred Shares owned beneficially as of December
  31, 2006 and as at April 20, 2007, following completion of the Arrangement by:
  (i) each of the Named Executive Officers; (ii) each director of the Company;
  (iii) each person known to the Company to beneficially own more than five percent
  (5%) of the Common Shares or Preferred Shares based upon statements filed with
  the SEC pursuant to Sections 13(d) or (g) of the Exchange Act; and (iv) all
  of the Companys directors and officers as a group. Unless otherwise indicated,
  the principal address of each of the persons listed below is 1190 Hornby Street,
  Suite 1200, Vancouver, British Columbia, Canada V6Z 2K5. Unless otherwise indicated,
  the persons listed possess sole voting and investment power with respect to
  the shares shown, subject to community property laws where applicable.

16

---

Common Shares

Beneficial ownership is determined in accordance with the rules
  of the SEC, and includes voting and investment power with respect to the Common
  Shares. Common Shares subject to convertible notes, warrants or options that
  are currently convertible or exercisable or convertible or exercisable within
  60 days of December 31, 2006 or April 20, 2007, as applicable, are deemed to
  be beneficially owned by the person holding those securities for the purpose
  of computing the percentage ownership of any other shareholder.

(1) As at December 31, 2006

|NAME AND ADDRESS OF BENEFICIAL OWNER                                                                                                          | AMOUNT AND NATURE OF BENEFICIAL OWNER(1) | PERCENT OF CLASS(2)
|--------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | -------------------
|                                                                                                                                              |                                          |                    
|Richard H. Bryant                                                                                                                             | 495,719(3)                               | 8.1%               
|                                                                                                                                              |                                          |                    
|Peter Laurie                                                                                                                                  | 274,881(4)                               | 4.5%               
|                                                                                                                                              |                                          |                    
|Roger Sexton                                                                                                                                  | 129,930(5)                               | 2.1%               
|                                                                                                                                              |                                          |                    
|Jeffrey M. Barnett                                                                                                                            | 250,187                                  | 4.1%               
|                                                                                                                                              |                                          |                    
|Thomas Chambers                                                                                                                               | 9,000                                    | *                  
|                                                                                                                                              |                                          |                    
|George W. Pitman                                                                                                                              | 81,125                                   | 1.3%               
|                                                                                                                                              |                                          |                    
|Colin Stacey                                                                                                                                  | 31,500                                   | 0.5%               
|                                                                                                                                              |                                          |                    
|David Wiederecht                                                                                                                              | - (6)                                    | -                  
|                                                                                                                                              |                                          |                    
|Christopher Anderson                                                                                                                          | -                                        | -                  
|                                                                                                                                              |                                          |                    
|General Electric Investment Private Placement Partners II,
      a Limited Partnership (GEIPPP) 3001 Summer Street Stamford,
      CT 06904 | 3,258,860(7)                             | 53.8%              
|                                                                                                                                              |                                          |                    
|Crown Life Insurance Company (Crown) 1900 
      1874 Scarth Street Regina, SK S4P 4B3 Canada                                              | - (8)                                    | -                  
|                                                                                                                                              |                                          |                    
|All directors and officers as a group (9 persons)                                                                                             | 1,272,342(9)                             | 21.0%              

* Indicates less than one (1) percent

17

---

Notes:

|(1) | This table excludes (a) Common Shares that may be
        received upon the conversion of Class A Preferred shares held by Messrs.
        Bryant, Sexton and Laurie, and (b) certain restricted warrants to purchase
        Common Shares and Preferred Shares that are convertible into Common Shares
        held by Messrs. Bryant, Sexton and Laurie and Crown. Such securities have
        been excluded from this table because such Preferred Shares were not converted
        and such warrants were not exercised under the Arrangement Agreement.
        Instead, holders of Preferred Shares and warrants received the relevant
        consideration payable in respect of each Preferred Share and warrant under
        the terms of the Arrangement Agreement.                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Based on an aggregate of 6,052,369 Common Shares issued
        and outstanding as of December 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | Includes 50,000 Common Shares issuable pursuant to
        options under the Companys stock option plans exercisable within
        60 days of December 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(4) | Includes 100,000 Common Shares issuable pursuant to
        options under the Companys stock option plans exercisable within
        60 days of December 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(5) | Includes 25,000 Common Shares issuable pursuant to
        options under the Companys stock option plans exercisable within
        60 days of December 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(6) | Mr. Wiederecht is employed by GE Asset Management
        Incorporated, the general partner of GEIPPP. Mr. Wiederecht expressly
        disclaims beneficial ownership of the securities of the Company beneficially
        owned by GEIPPP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(7) | The amount reported in the Schedule 13D, as amended
        (the “Schedule 13D”), filed by GE Asset Management Incorporated,
        GEIPPP and General Electric Company (together, the “GE Entities”)
        as beneficially owned by GEIPPP is 15,970,776 Common Shares, including
        (i) 3,258,860 Common Shares, (ii) 10,961,916 Common Shares issuable upon
        the conversion of GEIPPP’s 3,653,972 Preferred Shares, and (iii)
        1,750,000 Common Shares issuable upon the exercise of GEIPPP’s Common
        Share Warrant. The amount reported in this table excludes the (i) 10,961,916
        Common Shares issuable upon the conversion of GEIPPP’s 3,653,972
        Preferred Shares, and (ii) 1,750,000 Common Shares issuable upon the exercise
        of GEIPPP’s Common Share Warrant. Such securities have been excluded
        because GEIPPP’s Preferred Shares could not be converted and its
        warrant could not be exercised under the Arrangement. As a result of an
        Inter-Shareholder Agreement, in the Schedule 13D the GE Entities disclaim
        beneficial ownership of the Common Shares and Preferred

18

---

|    | beneficially own 23,693,395 Common Shares, including
        (i) 3,984,390 Common Shares, (ii) 12,423,555 Common Shares issuable upon
        the conversion of the groups 4,141,185 Preferred Shares and 3,236,382
        Common Shares issuable upon the exercise of the groups Preferred
        Share Warrants and upon the conversion of such Preferred Shares, and (iii)
        4,049,068 Common Shares issuable upon the exercise of the groups
        Common Share Warrants.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(8) | Excludes 1,049,301 Common Shares issuable upon the exercise
        of Common Share warrants. Such Common Share warrants have been excluded
        from this table because such warrants could not be exercised under the
        Arrangement. Instead, Crown will receive the relevant consideration payable
        in respect of each warrant under the terms of the Arrangement.                                                                                                     
|(9) | Includes 175,000 Common Shares issuable pursuant to
        options under the Companys stock option plans exercisable within
        60 days of December 31, 2006.                                                                                                                                                                                                                                                                                                                       

(2) As at April 20, 2007, following completion of the Arrangement
  Agreement with RRG and Repechage

|NAME AND ADDRESS OF BENEFICIAL OWNER | AMOUNT AND NATURE OF BENEFICIAL OWNER | PERCENT OF CLASS
|------------------------------------ | ------------------------------------- | ----------------
|                                     |                                       |                 
|Repechage Restaurant Group Ltd       | 6,052,369                             | 100%            

19

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Preferred Shares Series A and Class A Preferred shares

(1) As at December 31, 2006

|NAME AND ADDRESS OF BENEFICIAL OWNER                                    | AMOUNT AND NATURE OF BENEFICIAL OWNER(1) | PERCENT OF PREFERRED SHARES(2)
|----------------------------------------------------------------------- | ---------------------------------------- | ------------------------------
|                                                                        |                                          |                               
|Richard H. Bryant                                                       | 292,329(3)                               | 7.1%                          
|                                                                        |                                          |                               
|Peter Laurie                                                            | 121,802(3)                               | 2.9%                          
|                                                                        |                                          |                               
|Roger Sexton                                                            | 73,082(3)                                | 1.8%                          
|                                                                        |                                          |                               
|Jeffrey M. Barnett                                                      | -                                        | -                             
|                                                                        |                                          |                               
|Thomas Chambers                                                         | -                                        | -                             
|                                                                        |                                          |                               
|George W. Pitman                                                        | -                                        | -                             
|                                                                        |                                          |                               
|Colin Stacey                                                            | -                                        | -                             
|                                                                        |                                          |                               
|David Wiederecht                                                        | - (4)                                    | -                             
|                                                                        |                                          |                               
|Christopher Anderson                                                    | -                                        | -                             
|                                                                        |                                          |                               
|GEIPPP 
      3001 Summer Street 
      Stamford, CT 06904              | 3,653,972 (5)                            | 88.2%                         
|                                                                        |                                          |                               
|Crown 
      1900  1874 Scarth Street 
      Regina, SK S4P 4B3 Canada | -                                        | -                             
|                                                                        |                                          |                               
|All directors and officers as a group (9 persons)                       | 487,213                                  | 11.8%                         

Notes:

|(1) | This table excludes Preferred Share warrants held by
        Messrs. Bryant, Laurie and Sexton and Crown. Such securities have been
        excluded from this table because these warrants could not be exercised
        under the Arrangement. Instead, these warrant holders received the relevant
        consideration payable in respect of each warrant under the terms of the
        Arrangement.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Based on an aggregate 4,141,185 Preferred Shares Series
        A and Class A Preferred Shares issued and outstanding as of December 31,
        2006.                                                                                                                                                                                                                                                     
|(3) | Messrs. Bryant, Laurie and Sexton hold Class A Preferred
        Shares.                                                                                                                                                                                                                                                                                                                                   

20

---

|(4) | Mr. Wiederecht is employed by GE Asset Management Incorporated,
        the general partner of GEIPPP. Mr. Wiederecht expressly disclaims beneficial
        ownership of the securities of the Company beneficially owned by GEIPPP.                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | These represent Preferred Shares, Series A. As a result
        of the [Inter-Shareholder Agreement], in the Schedule 13D the GE Entities
        disclaim beneficial ownership of the Preferred Shares beneficially owned
        by Crown and certain members of the Companys management. According
        to the Schedule 13D, if the amounts owned by GEIPPP were aggregated with
        the amounts owned by Crown and certain members of the Companys management,
        the group would beneficially own 3,653,972 Preferred Shares and 1,078,794
        Preferred Shares issuable upon the exercise of the groups Preferred
        Share warrants.

(2) As at April 20, 2007, following completion of the Arrangement
  Agreement with RRG and Repechage

|Repechage Restaurant Group Ltd | 3,653,972(1) | 100%
|------------------------------ | ------------ | ----
|                               |              |     
|Repechage Restaurant Group Ltd | 487,213(2)   | 100%

(1) Series A Preferred Shares
  (2) Class A Preferred Shares

Other than as disclosed elsewhere in this Annual Report on Form
  10-K/A the Company is not aware of any arrangement that might result in a change
  in control of the Company in the future.

Equity based compensation plans in force as at December 31,
  2006:

21

---

Plan category
      Number of securities 
        to be issued upon 
        exercise of 
        outstanding options
        (a)
      Weighted-average 
        exercise price of 
        outstanding options
        (b)
      Number of securities 
        remaining available 
        for future issuance 
        under equity 
        compensation plans 
        (excluding securities 
        reflected in column 
        (a)) 
        (c)Equity compensation plans approved by security holders
      260,000
      US $ 3.70 
        CDN $ 4.31
      550,000Equity compensation plans not approved by security holders
      0
      
      0Total
      260,000
      US $ 3.70 
        CDN $ 4.31
      550,000


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
  DIRECTOR INDEPENDENCE

Related Person Transactions

Arrangement Agreement with RRG and Repechage completed April
  20, 2007

On January 22, 2007, the Company entered the Arrangement Agreementwith
  Repechage Restaurant Group Ltd. (RRG), a company incorporated under
  the laws of Canada. RRG is a wholly-owned subsidiary of Repechage Investments
  Limited (Repechage).

Repechage is a closely-held investment company incorporated under
  the laws of Newfoundland and Labrador. It holds investments in the transportation,
  service and real estate sectors.

Pursuant to the Arrangement Agreement and the Plan of Arrangement,
  on April 20th, 2007 (the Effective Date):

22

---

(a) Each of the holders of the Companys Common Shares transferred
  his Common Shares to RRG for US$0.7982 for each Common Share held;

(b) Each of the holders of the Companys Preferred Shares
  transferred his Preferred Shares to RRG for US$2.3946 for each Preferred
  Share held;

(c) Each of the holders of Warrants to acquire Common Shares
  and Preferred Shares in the Company transferred his Warrants to RRG at a price
  equal to the amount, if any, by which the applicable per share consideration
  exceeds the warrant exercise price;

(d) All options to acquire shares in the Company terminated;
  and

(e) Lenders and Noteholders were paid all amounts owing under
  the Notes held by them, and the Notes were discharged.

On the Effective Date of this transaction, the Company became
  a direct, wholly-owned subsidiary of RRG and an indirect wholly-owned subsidiary
  of Repechage.

2004 Refinancing

Transactions with GEIPPP

In consideration for the surrender of US$3,900,000 of
  senior notes, the surrender of US$5,000,000 of junior notes and the waiver
  of US$1,208,811 of accrued interest on these notes, the Company issued US$4,203,879
  of new notes (the New Notes), 3,653,972 Preferred Shares and the
  GEIPPP Warrant to purchase 1,750,000 Common Shares. The New Notes bore interest
  at 14%, which accrued until payments commenced in March 2007, except in certain
  circumstances, and were fully repayable on December 17, 2009. The Preferred
  Shares accrued a cumulative annual dividend of 6%, payable only when the Crown
  debt and New Notes was repaid in full. The Preferred Shares were redeemable
  at the Companys option at 100% of redemption principal plus a redemption
  premium of up to 50% of the principal amount. Unless redeemed earlier, the Preferred
  Shares were automatically convertible, subject to the Company achieving an EBITDA
  target of $3,500,000, at the rate of three Common Shares for every Preferred
  Share. The GEIPPP Warrant was exercisable for a period of ten years at $0.667
  per share. By these transactions, the Company postponed the due date on the
  remaining balance of US$4,203,879 from September 2005 until December 2009
  in exchange for equity securities representing, on a fully converted basis,
  approximately 53% of the new total outstanding, and a higher coupon on the debt
  component. The New Notes were redeemed on completion of the Agreement.

Transactions with Crown

Prior to this refinancing, the Company had no business relationship
  with Crown or any affiliates thereof. In connection with the refinancing, the
  Company entered into a credit agreement with Crown,

23

---

pursuant to which it borrowed $5,000,000 (US$4,288,000),
  bearing interest at the rate of 12% per annum payable monthly with monthly principal
  payments of $40,000 (US$34,000) commencing in December 2006, rising
  to $60,000 (US$51,000) in December 2007 and $100,000 (US$85,000)
  in December 2008, with the balance of $2,600,000 (US$2,230,800) repayable
  by December 17, 2009. In connection with the making of the loan, Crown received
  a first secured position over all of the Companys assets and properties,
  including the capital stock of the subsidiary companies, in respect of the loan
  indebtedness. Additionally, the Company granted Crown the Crown Warrant to purchase
  1,049,301 Common Shares and 730,794 Preferred Shares, representing 15% of the
  outstanding shares of both classes of stock of the Company, for nominal consideration.
  The Company realized a $5,000,000 (US$4,288,000) (less expenses of the
  transaction) improvement in its available cash for a fixed interest rate of
  12%, which management believes to be highly favourable under the heavily leveraged
  circumstances of the borrowing. The added cost of doing so, however, was the
  grant of a 15% equity stake in the Company to Crown. Crown also received warrants
  to purchase an additional 350,000 Common Shares, exercisable for a period of
  10 years at a price of $0.667, to allow Crown to avoid dilution should GEIPPP
  exercise the GEIPPP Warrant. Following the completion of the Arrangement the
  loan was repaid and the Warrant was purchased by Repechage.

Transactions with Management

Concurrently with this refinancing, the Company entered into
  an agreement with Messrs. Bryant, Laurie and Sexton, whereby they had committed
  to purchase for $265,000, over a period of 18 months, 932,867 Common Shares
  and 487,196 Preferred Shares, representing 10% of the outstanding shares of
  both classes of stock of the Company. These executives were also issued a warrant
  for the purchase of an additional 5% of both classes of stock for CDN$132,500,
  exercisable no sooner than 30 days and no later than 90 days after a change
  of control of the Company, or on January 3, 2010, provided that all senior debt
  owed to GEIPPP shall have been paid in full at such date. Employment agreements
  entered into with each of these executives that provide for them to participate,
  subject to continuing service with the Company, in a Special Bonus of CDN$132,500
  to be shared among themselves upon a change of control of the Company, or on
  January 3, 2010, again provided that all senior debt owed to GEIPPP shall have
  been paid in full at such date. Messrs. Bryant, Laurie and Sexton also received
  warrants to purchase an additional 233,333 Common Shares, exercisable for a
  period of 10 years at a price of CDN$0.667, to allow them to avoid dilution
  should GEIPPP exercise the GEIPPP Warrant.

Upon completion of the Arrangement, the Warrants were purchased
  by Repechage. Also upon completion of the Arrangement, Messrs Bryant, Laurie
  and Sexton will receive $79,500, $33,125 and 19,875 respectively, pursuant
  to the Special Bonus.

24

---

Other than as described above and elsewhere in this Annual
  Report on Form 10-K/A, the Company is not aware of any material interest, direct
  or indirect, of any shareholder who holds more than 5% of the Companys
  voting securities, any director or officer of the Company or subsidiary of the
  Company or any associate, affiliate or family member of any of the foregoing,
  in any transaction where the amount involved exceeds US$120,000 that has
  been entered into since the commencement of the Companys most recently
  completed financial year or in any proposed transaction which, in either case,
  has materially affected or will materially affect the Company or any of its
  subsidiaries.

Review, Approval or Ratification of Transactions with
  Related Persons

The Company does not have a formal written policy regarding
  the review of related person transactions. However, the Audit Committee is responsible
  for reviewing and approving, ratifying or disapproving any transactions with
  the Company in which directors, executive officers or their associates may participate.

25

---

The Company may enter into a related person transaction only
  if the Audit Committee approves or ratifies such transaction and if the transaction
  is on terms comparable to those that could be obtained in arm's-length dealings
  with an unrelated third party or the transaction involves compensation approved
  by the Compensation Committee.

In the event that management determines to recommend a related
  person transaction, the transaction must be presented to the Audit Committee
  for approval. After review, the Audit Committee will approve or disapprove such
  transaction and, at each subsequently scheduled Audit Committee meeting, management
  will update the Audit Committee as to any material change to the proposed related
  person transaction. The Audit Committee approves only those related person transactions
  that are in or are not inconsistent with the best interests of the Company and
  its shareholders, as the Audit Committee determines in good faith. A "related
  person transaction" is a transaction, arrangement, or relationship (or any series
  of similar transactions, arrangements, or relationships) in which the Company
  was, is, or will be a participant and the amount involved exceeds $120,000,
  and in which any related person had, has, or will have a direct or indirect
  material interest. For purposes of determining whether a transaction is a related
  person transaction, the Audit Committee relies upon Item 404 of Regulation S-K.
  A "related person" is defined as follows: (i) Any person who is, or at any time
  since the beginning of the last fiscal year was, a director or executive officer
  of the Company or a nominee to become a director; (ii) Any person who is known
  to be the beneficial owner of more than 5 percent of any class of the Company's
  voting securities; (iii) Any immediate family member of any of the foregoing
  persons, which means any child, stepchild, parent, stepparent, spouse, sibling,
  mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
  sister-in-law of the director, executive officer, nominee, or more than 5 percent
  beneficial owner, and any person (other than a tenant or employee) sharing the
  household of such director, executive officer, nominee, or more than 5 percent
  beneficial owner; or (iv) Any firm, corporation, or other entity in which any
  of the foregoing persons is employed, is a general partner or principal or person
  in a similar position, or in which such person has a 5 percent or greater beneficial
  ownership interest.

Director Independence

26

---

The Companys Board is currently composed of seven (7) directors,
  six (6) of whom are independent of management and free of any interest and any
  business or other relationship, other than arising from their shareholdings,
  that could interfere with their ability to act with a view to the best interests
  of the Company. The Board has established two (2) committees of directors, being
  the Compensation Committee and the Audit Committee.

The independent status of each individual director is reviewed
  annually by the Board. The Board considers a director to be independent if he
  has no direct or indirect material relationship with the Company, which in the
  view of the Board could reasonably be perceived to materially interfere with
  the exercise of the directors independent judgment. The Board has determined
  that six (6) of the seven (7) directors are independent, as defined under National
  Instrument 58-101 and under the listing standards of the NASDAQ Stock Market,
  as set out below:

|Name                 | Independence                                
|-------------------- | --------------------------------------------
|                     |                                             
|Jeffrey M. Barnett   | Independent(Resigned April 20,
      2007)  
|Richard H. Bryant    | Related                                     
|Thomas Chambers      | Independent (Resigned April 20,
      2007) 
|George W. Pitman     | Independent (Resigned April 20, 2007)       
|Colin Stacey         | Independent (Resigned April 20,
      2007) 
|David Wiederecht     | Independent (Resigned April 20, 2007)       
|Christopher Anderson | Independent (Resigned April 20,
      2007) 
|David L. Dobbin      | Related (Appointed April 20, 2007)          
|Gary J. Heller       | Independent (Appointed April 20,
      2007)
|John F. Morgan       | Independent (Appointed April 20, 2007)      

The majority of the directors are independent. The Board examines
  its size annually to determine whether the number of directors is appropriate.
  In that regard the Board is satisfied that its current number of directors is
  appropriate, providing a diversity of views and experience while maintaining
  efficiency. The Board believes that the composition of the Board fairly represents
  the interests of shareholders.

27

---

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The Companys principal outside auditor is Pannell Kerr
  Forster LLP of Vancouver, British Columbia.

Audit Fees

Fees billed by Pannell Kerr Forster LLP, for professional
  services totaled CDN$118,500 for the year ended December 31, 2006 and CDN$105,000
  for the year ended December 25, 2005, including fees associated with the annual
  audit, reviews of quarterly reports on Form 10-Q and services that are normally
  provided in connection with statutory and regulatory filings or engagements
  for such financial years.

Audit-Related Fees

Fees for audit-related services totaled CDN$5,000 for
  the year ended December 31, 2006. Fees for audit-related services totaled $Nil
  for the year ended December 25, 2005.

Tax Fees

Fees in respect of Canadian and US operations for tax compliance,
  tax advice and tax planning, which included fees for review of the Companys
  consolidated federal income tax return, totaled CDN$11,500 for the year
  ended December 31, 2006. Fees in respect of Canadian and US operations for tax
  compliance, tax advice and tax planning, which included fees for review of the
  Companys consolidated federal income tax return, totaled CDN$11,000
  for the year ended December 25, 2005.

All Other Fees

No fees were billed by Pannell Kerr Forster LLP for professional
  services rendered during the years ended December 31, 2006 and December 25,
  2005 other than those specified above.

The Audit Committee pre-approves audit engagement terms and
  fees prior to the commencement of any audit work, other than that which may
  be necessary for the independent auditor to prepare the proposed audit approach,
  scope and fee estimates. The independent auditors annually submit a written
  proposal that details all audit and audit related services. Audit fees are fixed
  and contained in the proposal, and the Audit Committee reviews the nature and
  dollar value of services provided under such proposal. Any revisions to such
  proposal after the engagement has begun are reviewed and pre-approved by the
  Audit Committee.

There were no fees in 2006 that were not pre-approved by the
  Audit Committee. All services described above under the captions Audit
  Fees, Audit Related Fees and Tax Fees were approved
  by the Audit Committee pursuant to the de minimis exception provided
  by SEC Regulation S-X, Rule 2-01(c)(7)(i)(C).

28

---

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

| | (1) | Financial Statements (references are to pages in the Original Filing)
| | --- | ---------------------------------------------------------------------

| | INDEX                                                     | Page  
| | --------------------------------------------------------- | ------
| |                                                           |       
| | Management Report                                         | F-1   
| |                                                           |       
| | Report of Independent Registered Public Accounting Firm   | F-2   
| |                                                           |       
| | Consolidated Financial Statements                         |       
| |                                                           |       
| | Consolidated Balance Sheets                               | F-3   
| |                                                           |       
| | Consolidated Statements of Operations                     | F-4   
| |                                                           |       
| | Consolidated Statements of Shareholders' Equity (Deficit) | F-5   
| |                                                           |       
| | Consolidated Statements of Cash Flows                     | F-6   
| |                                                           |       
| | Notes to Consolidated Financial Statements                | F-7-34

| |  |     |         
| |  | --- | --------
| |  | (2) | Exhibits

The following exhibits are filed herewith:

|Exhibit No. | Exhibit                                                                                                                                                                 
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                         
|2.1         | Arrangement Agreement, dated January
        22, 2007, among Repechage Investments Limited, Repechage Restaurant Group
        Ltd and Elephant & Castle Group Inc. (11)
|            |                                                                                                                                                                         
|3.1         | Certificate of Incorporation and Certificate
        of Name Change of Registrant (1)                                                                                   
|            |                                                                                                                                                                         
|3.2         | Articles of Association of Registrant
        (1)                                                                                                                       
|            |                                                                                                                                                                         
|3.3         | Certificate of Amalgamation, as amended
        May 11, 2006 (12), dated May 1, 1990 (1)                                                                                
|            |                                                                                                                                                                         
|4.1         | Specimen of Common Share Certificate(1)                                                                                                                                 
|            |                                                                                                                                                                         
|4.2         | Form of Convertible Subordinated Note
        issued in Delphi Financing(5)                                                                                             
|            |                                                                                                                                                                         
|4.3         | Form of Warrant issued to Delphi Noteholders(5)                                                                                                                         
|            |                                                                                                                                                                         
|4.4         | Special Rights and Restrictions Attached
        to Preferred Shares, Series A (10)                                                                                     
|            |                                                                                                                                                                         
|10.1        | Letter Agreement dated June 26, 1991,
        regarding expansion of facilities at Edmonton Eaton Centre (1)                                                            
|            |                                                                                                                                                                         
|10.2        | Restaurant Lease Agreement with Holiday
        Inns of Canada, Ltd. with respect to Holiday Inn Crown Plaza in Winnipeg,
        Manitoba (2)                          
|            |                                                                                                                                                                         
|10.3        | Restaurant Lease Agreement with respect
        to Holiday Inn, Philadelphia, Pennsylvania location (3)                                                                 
|            |                                                                                                                                                                         
|10.4        | Abstract of Restaurant Lease Agreement
        with respect to Holiday Inn, San Diego location(4)                                                                       

4

---

|10.5  | Abstract of Lease Agreement of Elephant & Castle Group Inc. with respect
      to Edmonton, Alberta location (5)                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.6  | Form of Franchise Agreement for Elephant & Castle Group Inc. (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.7  | Abstract of Lease Agreement of Elephant & Castle Group, Inc. with
      respect to Chicago, Illinois location (7)                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.8  | Operating Agreement of BC Restaurants, LLC dated January 3, 2003 (8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.9  | Member Control Agreement of BC Restaurants, LLC dated January 3, 2003
      (8)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.10 | Management Agreement dated January 3, 2003 between E & C San Francisco,
      LLC and BC Restaurants, LLC (8)                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.11 | License Agreement dated January 3, 2003 between Elephant & Castle
      International, Inc. and BC Restaurants, LLC (8)                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.12 | Franchising and Development Agreement dated January 3, 2003 between Elephant
      & Castle International, Inc. and Battery & Clay, LLC(8)                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.13 | Abstract of Lease Agreement of Elephant & Castle Group, Inc. with
      respect to San Francisco, California location (8)                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.14 | Abstract of Lease Agreement of Elephant & Castle Group, Inc. with
      respect to Washington, D.C. location (9)                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.15 | Abstract of Lease Agreement of Elephant & Castle Group, Inc. with
      respect to East Huron Street, Illinois location (9)                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.16 | Amended and Restated Note and Stock Purchase Agreement dated December
      17, 2004 by and between the Company and GE Investment Private Placement
      Partners II (10)                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.17 | Credit Agreement dated as of December 17, 2004 by and among the Company,
      Elephant and Castle Canada Inc., Elephant & Castle, Inc., Elephant &
      Castle of Pennsylvania, Inc., E&C Pub, Inc., Massachusetts Elephant
      & Castle Group, Inc., Elephant & Castle International, Inc., Elephant
      & Castle (Chicago) Corporation, Elephant & Castle East Huron, LLC,
      E&C San Francisco, LLC and E&C Capital, LLC and Crown Life Insurance
      Company (10)                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.18 | Investment Agreement dated December 17, 2004 by and
        among the Company, GE Investment Private Placement Partners II, Crown
        Life Insurance Company, Richard H. Bryant, Roger Sexton and Peter Laurie
        (10)                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.19 | Inter-Creditor Agreement dated as of December 17,
        2004 by and among the Company, Elephant and Castle Canada Inc., Elephant
        & Castle, Inc., Elephant & Castle of Pennsylvania, Inc., E&C
        Pub, Inc., Massachusetts Elephant & Castle Group, Inc., Elephant &
        Castle International, Inc., Elephant & Castle (Chicago) Corporation,
        Elephant & Castle East Huron, LLC, E&C San Francisco, LLC and
        E&C Capital, LLC, GE Investment Private Placement Partners II and
        Crown Life Insurance Company (10)
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.20 | Inter-Shareholder Agreement dated as of December 17,
        2004 by and among the Company, GE Investment Private Placement Partners
        II, Crown Life Insurance Company, Richard H. Bryant, Roger Sexton and
        Peter Laurie (10)                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|21.1  | List of Subsidiaries (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|31.1  | Section 302 Certification of Chief Executive Officer
         April 16, 2007 (14)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|31.2  | Section 302 Certification of Chief Financial Officer
         April 16, 2007 (14)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|31.3  | Section 302 Certification
        of Chief Executive Officer  April 30, 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

5

---

|31.4 | Section 302
        Certification of Chief Financial Officer  April 30, 2007     
|---- | ----------------------------------------------------------------------------------
|     |                                                                                   
|32.1 | Section 906 Certification of Chief Executive
        Officer  April 16, 2007 (14)
|     |                                                                                   
|32.2 | Section 906 Certification of Chief Financial
        Officer  April 16, 2007(14) 

*Indicates management contract or compensatory plan or
  arrangement.

|(1)  | Incorporated by reference from the Exhibits filed with
        the Companys Registration Statement on Form SB-2 (Registration No.
        33-60612)
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Incorporated by reference from Registrants 10-KSB
        for the Fiscal Year Ended December 31, 1993                                              
|(3)  | Incorporated by reference from Registrants 10-KSB
        for the Fiscal Year Ended December 31, 1994                                              
|(4)  | Incorporated by reference from Registrants 10-KSB/A
        for the Fiscal Year Ended December 31, 1996                                            
|(5)  | Incorporated by reference from Registrants 10-KSB
        for the Fiscal Year Ended December 27,1998                                               
|(6)  | Incorporated by reference from Registrants 10-K
        for the Fiscal Year Ended December 26, 1999                                                
|(7)  | Incorporated by reference from Registrants 10-K
        for the Fiscal Year Ended December 31, 2000                                                
|(8)  | Incorporated by reference from Registrants 10-K
        for the Fiscal Year Ended December 29, 2002                                                
|(9)  | Incorporated by reference from the Registrants
        10-K for the Fiscal Year Ended December 26, 2004                                            
|(10) | Incorporated by reference from the Registrants
        Form 8-K dated December 23, 2004                                                            
|(11) | Incorporated by reference from the Registrants
        Form 8-K dated January 22, 2007                                                             
|(12) | Incorporated by reference from the Registrants
        Form 10-Q for the Twenty-Six Weeks Ended June 25, 2006                                      
|(13) | Incorporated by reference from the Registrants
        Form 10-K for the Fiscal Year Ended December 25, 2005                                       
|(14) | Incorporated by reference form the Registrants
        Form 10-K for the Fiscal Year Ended December 31, 2006                                       

6

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)      Elephant & Castle
  Group Inc.

|By   | /s/ Richard Bryant                    
|---- | --------------------------------------
|     | Richard Bryant, Chairman,             
|     | Chief Executive Officer and a Director
|     | (principal executive officer)         
|Date | April 30, 2007                        

7

---

|Exhibit No. | Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.1         | Arrangement Agreement, dated January
        22, 2007, among Repechage Investments Limited, Repechage Restaurant Group
        Ltd and Elephant & Castle Group Inc. (11)                                                                                                                                                                                                                                                                                                        
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.1         | Certificate of Incorporation and Certificate
        of Name Change of Registrant (1)                                                                                                                                                                                                                                                                                                                                                                                           
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.2         | Articles of Association of Registrant
        (1)                                                                                                                                                                                                                                                                                                                                                                                                                               
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.3         | Certificate of Amalgamation, as amended
        May 11, 2006 (12), dated May 1, 1990 (1)                                                                                                                                                                                                                                                                                                                                                                                        
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.1         | Specimen of Common Share Certificate(1)                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.2         | Form of Convertible Subordinated Note
        issued in Delphi Financing(5)                                                                                                                                                                                                                                                                                                                                                                                                     
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.3         | Form of Warrant issued to Delphi Noteholders(5)                                                                                                                                                                                                                                                                                                                                                                                                                                 
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.4         | Special Rights and Restrictions Attached
        to Preferred Shares, Series A (10)                                                                                                                                                                                                                                                                                                                                                                                             
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.1        | Letter Agreement dated June 26, 1991,
        regarding expansion of facilities at Edmonton Eaton Centre (1)                                                                                                                                                                                                                                                                                                                                                                    
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.2        | Restaurant Lease Agreement with Holiday
        Inns of Canada, Ltd. with respect to Holiday Inn Crown Plaza in Winnipeg,
        Manitoba (2)                                                                                                                                                                                                                                                                                                                                  
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.3        | Restaurant Lease Agreement with respect
        to Holiday Inn, Philadelphia, Pennsylvania location (3)                                                                                                                                                                                                                                                                                                                                                                         
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.4        | Abstract of Restaurant Lease Agreement
        with respect to Holiday Inn, San Diego location(4)                                                                                                                                                                                                                                                                                                                                                                               
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.5        | Abstract of Lease Agreement of Elephant & Castle
      Group Inc. with respect to Edmonton, Alberta location (5)                                                                                                                                                                                                                                                                                                                                                                
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.6        | Form of Franchise Agreement for Elephant & Castle
      Group Inc. (6)                                                                                                                                                                                                                                                                                                                                                                                                          
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.7        | Abstract of Lease Agreement of Elephant & Castle
      Group, Inc. with respect to Chicago, Illinois location (7)                                                                                                                                                                                                                                                                                                                                                               
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.8        | Operating Agreement of BC Restaurants, LLC dated January
      3, 2003 (8)                                                                                                                                                                                                                                                                                                                                                                                                      
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.9        | Member Control Agreement of BC Restaurants, LLC dated
      January 3, 2003 (8)                                                                                                                                                                                                                                                                                                                                                                                                 
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.10       | Management Agreement dated January 3, 2003 between E
      & C San Francisco, LLC and BC Restaurants, LLC (8)                                                                                                                                                                                                                                                                                                                                                                   
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.11       | License Agreement dated January 3, 2003 between Elephant
      & Castle International, Inc. and BC Restaurants, LLC (8)                                                                                                                                                                                                                                                                                                                                                         
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.12       | Franchising and Development Agreement dated January
      3, 2003 between Elephant & Castle International, Inc. and Battery &
      Clay, LLC(8)                                                                                                                                                                                                                                                                                                                                
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.13       | Abstract of Lease Agreement of Elephant & Castle
      Group, Inc. with respect to San Francisco, California location (8)                                                                                                                                                                                                                                                                                                                                                       
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.14       | Abstract of Lease Agreement of Elephant & Castle
      Group, Inc. with respect to Washington, D.C. location (9)                                                                                                                                                                                                                                                                                                                                                                
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.15       | Abstract of Lease Agreement of Elephant & Castle
      Group, Inc. with respect to East Huron Street, Illinois location (9)                                                                                                                                                                                                                                                                                                                                                     
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.16       | Amended and Restated Note and Stock Purchase Agreement
      dated December 17, 2004 by and between the Company and GE Investment Private
      Placement Partners II (10)                                                                                                                                                                                                                                                                                                      
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.17       | Credit Agreement dated as of December 17, 2004 by and
      among the Company, Elephant and Castle Canada Inc., Elephant & Castle,
      Inc., Elephant & Castle of Pennsylvania, Inc., E&C Pub, Inc., Massachusetts
      Elephant & Castle Group, Inc., Elephant & Castle International,
      Inc., Elephant & Castle (Chicago) Corporation, Elephant & Castle
      East Huron, LLC, E&C San Francisco, LLC and E&C Capital, LLC and
      Crown Life Insurance Company (10)

8

---

|10.18 | Investment Agreement dated December 17, 2004 by and
        among the Company, GE Investment Private Placement Partners II, Crown
        Life Insurance Company, Richard H. Bryant, Roger Sexton and Peter Laurie
        (10)                                                                                                                                                                                                                                                                                                                          
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.19 | Inter-Creditor Agreement dated as of December 17,
        2004 by and among the Company, Elephant and Castle Canada Inc., Elephant
        & Castle, Inc., Elephant & Castle of Pennsylvania, Inc., E&C
        Pub, Inc., Massachusetts Elephant & Castle Group, Inc., Elephant &
        Castle International, Inc., Elephant & Castle (Chicago) Corporation,
        Elephant & Castle East Huron, LLC, E&C San Francisco, LLC and
        E&C Capital, LLC, GE Investment Private Placement Partners II and
        Crown Life Insurance Company (10)
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.20 | Inter-Shareholder Agreement dated as of December 17,
        2004 by and among the Company, GE Investment Private Placement Partners
        II, Crown Life Insurance Company, Richard H. Bryant, Roger Sexton and
        Peter Laurie (10)                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|21.1  | List of Subsidiaries (13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|31.1  | Section 302 Certification of Chief Executive Officer
         April 16, 2007 (14)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|31.2  | Section 302 Certification of Chief Financial Officer
         April 16, 2007 (14)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|31.3  | Section 302 Certification
        of Chief Executive Officer  April 30, 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|31.4 | Section 302
        Certification of Chief Financial Officer  April 30, 2007     
|---- | ----------------------------------------------------------------------------------
|     |                                                                                   
|32.1 | Section 906 Certification of Chief Executive
        Officer  April 16, 2007 (14)
|     |                                                                                   
|32.2 | Section 906 Certification of Chief Financial
        Officer  April 16, 2007(14) 



9

---

|(1)  | Incorporated by reference from the Exhibits filed with
        the Companys Registration Statement on Form SB-2 (Registration No.
        33-60612)
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Incorporated by reference from Registrants 10-KSB
        for the Fiscal Year Ended December 31, 1993                                              
|(3)  | Incorporated by reference from Registrants 10-KSB
        for the Fiscal Year Ended December 31, 1994                                              
|(4)  | Incorporated by reference from Registrants 10-KSB/A
        for the Fiscal Year Ended December 31, 1996                                            
|(5)  | Incorporated by reference from Registrants 10-KSB
        for the Fiscal Year Ended December 27,1998                                               
|(6)  | Incorporated by reference from Registrants 10-K
        for the Fiscal Year Ended December 26, 1999                                                
|(7)  | Incorporated by reference from Registrants 10-K
        for the Fiscal Year Ended December 31, 2000                                                
|(8)  | Incorporated by reference from Registrants 10-K
        for the Fiscal Year Ended December 29, 2002                                                
|(9)  | Incorporated by reference from the Registrants
        10-K for the Fiscal Year Ended December 26, 2004                                            
|(10) | Incorporated by reference from the Registrants
        Form 8-K dated December 23, 2004                                                            
|(11) | Incorporated by reference from the Registrants
        Form 8-K dated January 22, 2007                                                             
|(12) | Incorporated by reference from the Registrants
        Form 10-Q for the Twenty-Six Weeks Ended June 25, 2006                                      
|(13) | Incorporated by reference from the Registrants
        Form 10-K for the Fiscal Year Ended December 25, 2005                                       
|(14) | Incorporated by reference form the Registrants
        Form 10-K for the Fiscal Year Ended December 31, 2006                                       



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