<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-Q/A

(Mark One)

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

                  For the quarterly period ended June 27, 1999

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                            Commission File Number: 000-26125

                            RUBIO'S RESTAURANTS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

        DELAWARE                                       33-0100303
(State or Other Jurisdiction of         (I.R.S. Employer Identification Number)
Incorporation or Organization)

        1902 WRIGHT PLACE, SUITE 300, CARLSBAD, CALIFORNIA 92008
                    (Address of Principal Executive Offices)

                                 (760) 929-8226
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. (1) Yes  X   No
                                                      -----   -----
                                               (2) Yes  X   No
                                                      -----   -----

As of November 2, 1999, there were 8,867,119 shares of the Registrant's common
stock, par value $0.001 per share, outstanding.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------




                                        1
<PAGE>


                            RUBIO'S RESTAURANTS, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
PART I    FINANCIAL INFORMATION

Item 1.          Financial Statements

                        Consolidated Balance Sheets at
                             June 27, 1999 and December 27, 1998                          3

                        Consolidated Statements of Operations for the
                             thirteen weeks ended June 27, 1999 (Restated)
                             and June 28, 1998 and twenty-six weeks ended
                             June 27, 1999 (Restated) and June 28, 1998                   4

                        Consolidated Statements of Cash Flows for the
                             twenty-six weeks ended June 27, 1999 and June 28, 1998       5

                        Notes to Consolidated Financial Statements                        6

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


Signatures                                                                               21

</TABLE>





                                        2
<PAGE>


PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                            RUBIO'S RESTAURANTS, INC.
                      UNAUDITED CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                                                    June 27,       December 27,
                                                                                     1999              1998
                                                                                    --------       ------------
<S>                                                                                 <C>            <C>
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                                        $20,178          $   787
   Short-term investments                                                             1,355            2,722
   Other receivables                                                                    130              170
   Income taxes receivable                                                               99               99
   Inventory                                                                            479              360
   Prepaid expenses                                                                     542              295
   Deferred income taxes                                                                 57               53
                                                                                    -------          -------
     Total current assets                                                            22,840            4,486

INVESTMENTS                                                                           4,208            3,391
PROPERTY- net                                                                        22,000           17,133
OTHER ASSETS                                                                            450              347
DEFERRED INCOME TAXES                                                                   394              394
                                                                                    -------          -------

TOTAL                                                                               $49,892          $25,751
                                                                                    -------          -------
                                                                                    -------          -------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable                                                                 $ 4,086          $ 2,943
   Accrued expenses and other liabilities                                             2,922            2,150
   Current portion of long-term debt                                                      -              743
   Income taxes payable                                                                 265              105
                                                                                    -------          -------
     Total current liabilities                                                        7,273            5,941

DEFERRED RENT                                                                           952              805
LONG-TERM DEBT                                                                            -            1,114
                                                                                    -------          -------
     Total liabilities                                                                8,225            7,860



COMMITMENTS AND CONTINGENCIES (NOTE 3)
REDEEMABLE CONVERTIBLE PREFERRED STOCK:
   Series B redeemable ($4.04 per share liquidation preference), $.001 par
     value, 1,092,007 shares authorized, issued
     and outstanding in 1998                                                              -            3,409
   Series C redeemable ($6.27 per share liquidation preference),
     $.001 par value, 793,640 shares authorized, issued
     and outstanding in 1998                                                              -            4,254
   Series D redeemable ($7.77 per share liquidation preference),
     $.001 par value, 1,524,595 shares authorized, 1,452,491
     issued and outstanding in 1998                                                       -           10,032
                                                                                    -------          -------

     Total redeemable convertible preferred stock                                         -           17,695


STOCKHOLDERS' EQUITY
   Convertible preferred stock Series A ($2.00 per share liquidation
     preference), $.001 par value,  1,973,395 shares authorized,
     1,924,747 issued and outstanding in 1998                                             -                2
    Preferred Stock, $.001 par value, 5,000,000 shares authorized,
      no shares issued and outstanding                                                    -                -
   Common stock, $.001 par value, 75,000,000 shares authorized,
     1,048,600 issued and outstanding in 1998 and 8,864,290 issued
     and outstanding in 1999                                                              9                1
   Paid-in capital                                                                   41,137                -
   Deferred compensation                                                                 55               23
   Accumulated other comprehensive income                                                39               44
   Retained earnings                                                                    427              126
                                                                                    -------          -------
         Total stockholders' equity                                                  41,667              196
                                                                                    -------          -------
TOTAL                                                                               $49,892          $25,751
                                                                                    -------          -------
                                                                                    -------          -------

</TABLE>

        See notes to unaudited consolidated financial statements.



                                        3
<PAGE>


                            RUBIO'S RESTAURANTS, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                       For the 13 Weeks Ended                 For the 26 Weeks Ended
                                                     ---------------------------           ---------------------------
                                                     June 27,           June 28,            June 27,          June 28,
                                                       1999               1998                1999              1998
                                                     --------           --------           --------           --------
<S>                                                  <C>                <C>                <C>                <C>
SALES                                                $ 16,322           $ 10,907           $ 30,705           $ 20,124
COSTS AND EXPENSES:
   Cost of sales                                        4,716              3,180              8,963              5,851
   Restaurant labor, occupancy and other                8,112              5,433             15,366             10,328
   General and administrative expenses                  2,009              1,488              4,084              2,916
   Depreciation and amortization                          714                482              1,355                908
   Pre-opening expenses                                   168                 42                262                 93
                                                     --------           --------           --------           --------

OPERATING INCOME                                          603                282                675                 28
OTHER INCOME (EXPENSE):
   Interest and investment income                         102                124                165                261
   Interest expense                                       (48)               (73)              (103)              (131)
   Miscellaneous expense                                    -                 (9)                 -                 (7)
   Gain (loss) on disposal/sale of property                 -                 (2)                (5)                 4

                                                     --------           --------           --------           --------
        Other income - net                                 54                 40                 57                127
                                                     --------           --------           --------           --------

INCOME BEFORE INCOME TAXES                                657                322                732                155
INCOME TAX (EXPENSE) BENEFIT                             (263)                25               (293)                12
                                                     --------           --------           --------           --------

NET INCOME                                           $    394           $    347           $    439           $    167
                                                     --------           --------           --------           --------
                                                     --------           --------           --------           --------

NET INCOME (LOSS) ATTRIBUTABLE TO
COMMON STOCKHOLDERS:
   Basic                                             $    342           $    260           $    301           $     (7)
                                                     --------           --------           --------           --------
                                                     --------           --------           --------           --------

   Diluted (As restated-see Note 6)                  $    394           $    347           $    439           $     (7)
                                                     --------           --------           --------           --------
                                                     --------           --------           --------           --------

NET INCOME (LOSS) PER SHARE: (As restated-see Note 6)

   Basic                                             $   0.08           $   0.25           $   0.12           $  (0.01)
                                                     --------           --------           --------           --------
                                                     --------           --------           --------           --------

   Diluted                                           $   0.05           $   0.05           $   0.06           $  (0.01)
                                                     --------           --------           --------           --------
                                                     --------           --------           --------           --------

SHARES USED IN CALCULATING
   NET INCOME (LOSS) PER SHARE:


   Basic (As restated-see Note 6)                       4,181              1,029              2,615              1,021
                                                     --------           --------           --------           --------
                                                     --------           --------           --------           --------

   Diluted                                              7,603              6,399              7,081              1,021
                                                     --------           --------           --------           --------
                                                     --------           --------           --------           --------

</TABLE>

            See notes to unaudited consolidated financial statements.




                                        4
<PAGE>



                            RUBIO'S RESTAURANTS, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                           For the 26 Weeks Ended
                                                                       --------------------------------
                                                                       June 27, 1999      June 28, 1998
                                                                       -------------      -------------
<S>                                                                    <C>                <C>
OPERATING ACTIVITIES:
    Net income                                                           $    439           $    167
    Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation and amortization                                         1,355                908
      Deferred compensation                                                    32                 15
      (Gain) loss on disposal/sale of property                                  4                 (4)
      Changes in assets and liabilities:
        Other receivables                                                      40                (18)
        Income taxes receivable                                                 -                (36)
        Inventory                                                            (119)               (50)
        Prepaid expenses                                                     (247)               (76)
        Other assets                                                         (103)              (129)
        Deferred income taxes                                                  (8)                 -
        Accounts payable                                                    1,143                241
        Accrued expenses and other liabilities                                772                875
        Income taxes payable                                                  160                 22
        Deferred rent                                                         147                 92
                                                                         --------           --------
           Cash provided by operating activities                            3,615              2,007

INVESTING ACTIVITIES:
    Proceeds from sale of property                                             13                  7
    Purchase of property                                                   (6,239)            (2,426)
    Purchases of investments                                              (18,734)            (9,844)
    Sales and maturities of investments                                    19,283             11,614
                                                                         --------           --------
           Cash used for investing activities                              (5,677)              (649)

FINANCING ACTIVITIES:
    Proceeds from initial public offering                                  26,111                  -
    Proceeds from line of credit borrowing                                  1,000                  -
    Stock offering costs                                                   (2,844)                (4)
    Principal payments on long-term debt                                   (1,856)              (334)
    Payments under line credit                                             (1,000)                 -
    Proceeds from exercise of stock options                                    42                  4
                                                                         --------           --------
           Cash provided by (used for) financing activities                21,453               (334)
                                                                         --------           --------

INCREASE IN CASH AND CASH EQUIVALENTS                                      19,391              1,024
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                              787                866
                                                                         --------           --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                               $ 20,178           $  1,890
                                                                         --------           --------
                                                                         --------           --------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid for interest                                               $    155           $    120
                                                                         --------           --------
                                                                         --------           --------
    Cash paid for income taxes                                           $    133           $      2
                                                                         --------           --------
                                                                         --------           --------
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
    Holding losses on available-for-sale investments, before tax         $      8           $      -
                                                                         --------           --------
                                                                         --------           --------

</TABLE>

            See notes to unaudited consolidated financial statements.



                                        5
<PAGE>


                           RUBIO'S RESTAURANTS, INC.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.      BASIS OF PRESENTATION

        The accompanying consolidated financial information has been prepared
by Rubio's Restaurants, Inc. and its wholly-owned subsidiary (collectively,
the "Company") without audit, in accordance with the instructions to Form
10-Q and therefore does not include all information and footnotes necessary
for a fair presentation of financial position, results of operations and cash
flows in accordance with generally accepted accounting principles.

        UNAUDITED INTERIM FINANCIAL DATA - In the opinion of management, the
unaudited consolidated financial statements for the interim periods presented
reflect all adjustments, consisting of only normal recurring accruals,
necessary for a fair presentation of the financial position and results of
operations as of and for such periods indicated. These consolidated financial
statements and notes thereto should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended
December 27, 1998 included in the Company's Form S-1. Results for the interim
periods presented herein are not necessarily indicative of results which may
be reported for any other interim period or for the entire fiscal year.

2.      BALANCE SHEET DETAILS AS OF JUNE 27, 1999 AND DECEMBER 27, 1998 (in
        thousands):

<TABLE>
<CAPTION>

                                                               1999               1998
                                                             --------           --------
   <S>                                                       <C>                <C>
   PROPERTY - at cost:
   Building and leasehold improvements                       $ 13,481           $ 11,209
   Equipment and furniture                                     13,806             10,319
   Construction in process and related costs                    1,023              1,060
                                                             --------           --------
                                                               28,310             22,588
   Less:  accumulated depreciation and amortization            (6,310)            (5,455)
                                                             --------           --------
   Total                                                     $ 22,000           $ 17,133
                                                             --------           --------
                                                             --------           --------

   ACCRUED EXPENSES AND OTHER LIABILITIES:
   Compensation                                              $  1,284           $  1,069
   Sales taxes                                                    422                334
   Vacation pay                                                   308                248
   Unearned usage allowance                                       397                206
   Other                                                          511                293
                                                             --------           --------
   Total                                                     $  2,922           $  2,150
                                                             --------           --------
                                                             --------           --------

</TABLE>

3.      LONG-TERM DEBT AND CREDIT FACILITIES

        TERM LOAN - On April 1, 1999, the Company amended the Revolving
Credit and Term Loan Agreement (the "Term Loan"). The amendment eliminated
the provision to prepay the Term Loan including interest not later than 90
days after the completion of an initial public offering. The amendment also
provided for a decrease in the interest rate, at the election of the Company,
to a bank reference rate plus 0.75% or an adjusted LIBOR plus 3.0% per annum.
Principal and interest payments are due in quarterly installments through
April 1, 2001. On May 27, 1999, the Company paid off its debt under the Term
Loan.

        REVOLVING LINE OF CREDIT - On April 1, 1999, the Company amended the
Revolving Credit and Term Loan Agreement (the "Credit Line"). The amendment
decreased the rate for any unused commitment fees to 0.375%. In addition, the
amendment provided for a decrease in the interest rate, at the election of
the Company, to a bank reference rate plus 0.75% or an adjusted LIBOR plus
3.0% per annum. Principal and interest payments due under the Credit Line are


                                        6
<PAGE>


                            RUBIO'S RESTAURANTS, INC.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  (continued)

payable before or upon maturity on May 12, 2001. On April 9, 1999, the
Company borrowed $1.0 million against the Credit Line, and on May 27, 1999,
the Company paid down the Credit Line. As of June 27, 1999, there were no
borrowings against the Credit Line.

4.    INITIAL PUBLIC OFFERING

      The Company completed its initial public offering on May 21, 1999 (the
"Offering"). The Offering resulted in the issuance of 2,486,748 shares of
common stock at $10.50 per share, resulting in net proceeds to the Company of
approximately $23 million. Upon consummation of the Offering, 3,338,138
shares of redeemable convertible preferred stock were automatically converted
into 3,338,138 shares of common stock, and 39,555 shares of common stock were
issued upon the exercise of certain outstanding warrants. In addition,
1,924,747 shares of Series A convertible preferred stock were converted into
1,924,747 shares of common stock. Upon conversion of the preferred stock, all
preferred stock dividends and other rights previously assigned ceased.

5.    EARNINGS PER SHARE

      Reconciliation of basic and diluted earnings per share in accordance
with Statement of Financial Accounting Standards No. 128, "Earnings Per
Share", is as follows (in thousands, except per share amounts):

<TABLE>
<CAPTION>

                                                                  13 Weeks Ended                     26 Weeks Ended
                                                             -------------------------           -------------------------
                                                             June 27,          June 28,          June 27,          June 28,
                                                              1999              1998              1999              1998
                                                             -------           -------           -------           -------
<S>                                                          <C>               <C>               <C>               <C>
Numerator
 Basic:
   Net Income                                                $   394           $   347           $   439           $   167
   Accretion on redeemable convertible preferred stock           (52)              (87)             (138)             (174)
                                                             -------           -------           -------           -------

     Net income (loss) attributable to common
     stockholders                                                342               260               301                (7)

Diluted:
   Reversal of accretion on redeemable convertible
   preferred stock                                                52                87               138                 -
                                                             -------           -------           -------           -------
     Net income (loss) attributable to common
     stockholders                                            $   394           $   347           $   439           $    (7)
                                                             -------           -------           -------           -------
                                                             -------           -------           -------           -------

Denominator
   Basic:
     Weighted average common shares outstanding                4,181             1,029             2,615             1,021

Diluted:
   Effect of dilutive securities:
     Common stock options                                        276               108               241                 -
     Conversion of convertible preferred stock                 3,146             5,262             4,225                 -
                                                             -------           -------           -------           -------
          Total weighted average common and potential
          common shares
                                                             -------           -------           -------           -------
          Outstanding                                          7,603             6,399             7,081             1,021
                                                             -------           -------           -------           -------
                                                             -------           -------           -------           -------

Earnings (loss) per share
      Basic                                                  $  0.08           $  0.25           $  0.12           $ (0.01)
                                                             -------           -------           -------           -------
                                                             -------           -------           -------           -------
      Diluted                                                $  0.05           $  0.05           $  0.06           $ (0.01)
                                                             -------           -------           -------           -------
                                                             -------           -------           -------           -------

</TABLE>

6.      RESTATEMENT

     Subsequent to the filing of the Company's quarterly report on Form 10-Q
for the period ended June 27, 1999, it was determined that the calculation of
earnings per share for the second quarter ended June 27, 1999 was based upon
an incorrect number of weighted average shares outstanding.  Preferred stock
converted to common shares upon the Company's initial public offering on May

                                        7
<PAGE>


21, 1999 were weighted as outstanding for the entire period, but should have
only been weighted from the date of conversion.

    The effect of the revised calculation decreases the basic number of
weighted average shares outstanding for the thirteen and twenty-six week
periods ended June 27, 1999 to 4,180,817 and 2,615,304 shares from 7,327,320
and 6,839,775 shares, respectively.  Basic earnings per share for the
thirteen and twenty-six week periods increased to $0.08 and $0.12 per share
from $0.05 and $0.04 per share, respectively.  Reversal of accretion on
redeemable convertible preferred stock caused diluted net income attributable
to common stockholders for the thirteen and twenty-six week periods to
increase to $393,891 and $439,253 from $342,379 and $300,933, respectively.
Diluted earnings per share for the thirteen week period was unaffected while
earnings per share for the twenty-six week period increased to $0.06 from
$0.04. The revised calculation had no impact on net income or cash flows.

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

     This discussion may contain forward-looking statements that involve
risks and uncertainties. Our actual results may differ materially from the
results discussed in such forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed in
"Risks and Uncertainties" below. We undertake no obligation to release
publicly the results of any revisions to these forward-looking statements to
reflect events or circumstances arising after the date hereof.

RECENT DEVELOPMENTS

     In May 1999, we completed our initial public offering (the "Offering")
of 2,486,748 shares of common stock, providing us with proceeds, net of
underwriting fees and offering expenses, of $23,266,946.

OVERVIEW

     We opened our first high-quality, quick-service Mexican restaurant in
1983, and grew steadily through 1994, at which time we operated 17 units. We
accelerated the number of restaurant openings in recent years, going from six
new restaurants opened in 1995 to 16 in 1998. We continue to accelerate the
number of restaurant openings, with 20 additional units to be opened in 1999
and 36 new units planned in 2000. We have opened 12 new restaurants so far in
1999 through June 27, 1999.

     As a result of our rapid expansion, period to period comparisons of our
financial results may not be meaningful. When a new unit opens, it will
typically incur higher than normal levels of food and labor costs until new
personnel gain experience. Hourly labor schedules are gradually adjusted
downward during the first three months of a restaurant opening, in order to
reach operating efficiencies similar to those at established units. In
calculating comparable restaurant sales, we introduce a restaurant into our
comparable restaurant base once it has been in operation for 15 calendar
months.

     Sales represents gross sales less sales taxes, coupons and other
discounts. Cost of sales is composed of food, beverage and paper supply
expenses. Components of restaurant labor, occupancy and other expenses
include direct hourly and management wages, bonuses, fringe benefit costs,
rent and other occupancy costs, advertising and promotion, operating
supplies, utilities, maintenance and repairs and other operating expenses.

     General and administrative expenses include all corporate and
administrative functions that support existing operations and provide
infrastructure to facilitate our future growth. Components of this category
include management, supervisory and staff salaries and employee benefits,
travel, information systems, training, corporate rent and professional and
consulting fees.



                                        8
<PAGE>


     Pre-opening costs, which are expensed as incurred, consist of the costs
of hiring and training the initial workforce, travel, the cost of food used
in training, the cost of the initial stocking of operating supplies and other
direct costs related to the opening.

     We have leased all of our facilities, except for one building, in order
to minimize the cash investment associated with each unit. The majority of
our leases are for 10-year terms and include options to extend the terms. The
majority of our leases also include both fixed rate and percentage-of-sales
rent provisions.

     We use a 52- or 53-week fiscal year ending on the Sunday nearest
December 31. The six-month periods ended June 28, 1998 and June 27, 1999 each
consisted of 26 weeks. The three-month periods ended June 28, 1998 and June
27, 1999 each consisted of 13 weeks.

RESTATEMENT OF EARNINGS PER SHARE

     Subsequent to the filing of the Company's quarterly report on Form 10-Q
for the period ended June 27, 1999, it was determined that the calculation of
earnings per share for the second quarter ended June 27, 1999 was based upon
an incorrect number of weighted average shares outstanding.  Preferred stock
converted to common shares upon the Company's initial public offering on May
21, 1999 were weighted as outstanding for the entire period, but should have
only been weighted from the date of conversion.

    The effect of the revised calculation decreases the basic number of
weighted average shares outstanding for the thirteen and twenty-six week
periods ended June 27, 1999 to 4,180,817 and 2,615,304 shares from 7,327,320
and 6,839,775 shares, respectively.  Basic earnings per share for the
thirteen and twenty-six week periods increased to $0.08 and $0.12 per share
from $0.05 and $0.04 per share, respectively.  Reversal of accretion on
redeemable convertible preferred stock caused diluted net income attributable
to common stockholders for the thirteen and twenty-six week periods to
increase to $393,891 and $439,253 from $342,379 and $300,933, respectively.
Diluted earnings per share for the thirteen week period was unaffected while
earnings per share for the twenty-six week period increased to $0.06 from
$0.04. The revised calculation had no impact on net income or cash flows.

RESULTS OF OPERATIONS

13 WEEKS ENDED JUNE 27, 1999 COMPARED TO THE 13 WEEKS ENDED JUNE 28, 1998

    Our operating results for the 13 weeks, expressed as a percentage of
sales, were as follows:

<TABLE>
<CAPTION>

                                                                 For 13 Weeks Ended
                                                           ------------------------------
                                                            June 27,             June 28,
                                                              1999                 1998
                                                           ---------            ---------
<S>                                                        <C>                  <C>
Sales (in thousands)                                       $  16,322            $  10,907
Costs and expenses:
            Cost of sales                                       28.9%                29.2%
            Restaurant labor, occupancy and other               49.7                 49.8
            Depreciation and amortization                        4.4                  4.4

            General and administrative expenses                 12.3                 13.6
            Pre-opening costs                                    1.0                  0.4
                                                           ---------            ---------
Operating income                                                 3.7                  2.6
Interest income, net                                             0.3                  0.5
Miscellaneous income                                               -                  0.1
Gain (loss) on disposal/sale of property                           -                    -
                                                           ---------            ---------

Income before income taxes                                       4.0                  3.0
Income tax (expense) benefit                                    (1.6)                 0.2
                                                           ---------            ---------
Net income                                                       2.4%                 3.2%
                                                           ---------            ---------
                                                           ---------            ---------

</TABLE>


                                        9
<PAGE>


        Results of operations reflect a full 13 weeks of operations for 64
restaurants and 46 restaurants for the periods ended June 27, 1999 and June
28, 1998, respectively. Results of operations also reflect a partial period
of operations for 7 and 3 restaurants for the 13 weeks ended June 27, 1999
and June 28, 1998, respectively.

SALES. Sales increased $5.4 million, or 49.7%, to $16.3 million for the 13
weeks ended June 27, 1999 from $10.9 million for the 13 weeks ended June 28,
1998. This increase was principally due to the $2.6 million in sales
generated by a full quarter of operations from the 16 units opened in 1998,
which have been opened for less than 15 months, combined with the $2.2
million from the 12 units opened during 1999. In addition, comparable unit
sales increased 641,000, or 6.5%. The comparable unit sales increase
primarily was driven by the success of our Tequila Shrimp Burrito and Lobster
Burrito promotions. We also introduced a price increase of approximately 1.5%
at the beginning of 1999.

COST OF SALES. Cost of sales as a percentage of sales decreased to 28.9% in
the 13 weeks ended June 27, 1999 from 29.2% in the 13 weeks ended June 28,
1998 primarily due to decreases in beverage and paper supply costs.

RESTAURANT LABOR, OCCUPANCY AND OTHER. Restaurant labor, occupancy, and other
decreased as a percentage of sales to 49.7% for the 13 weeks ended June 27,
1999 from 49.8% in the 13 weeks ended June 28, 1998. The decrease as a
percentage of sales is primarily a function of leveraging our fixed costs as
our average unit volume increases. The improvements in our fixed costs were
slightly offset by an increase in labor. This labor increase was due
primarily to expected inefficiencies in the new stores.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to
$714,000 in the 13 weeks ended June 27, 1999 from $482,000 in the 13 weeks
ended June 28, 1998. The $232,000 increase was primarily due to the
additional depreciation on the 16 new units opened during 1998 and the 12 new
units opened during 1999. As a percentage of sales, depreciation and
amortization remained constant at 4.4% of sales in both 1999 and 1998.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased to $2.0 million for the 13 weeks ended June 27, 1999 from $1.5
million for the 13 weeks ended June 28, 1998. The increase was primarily due
to increases in salaries and benefits related to the hiring of additional
corporate employees and field management personnel as well as other corporate
level expenses required to support and manage unit expansion. General and
administrative expenses decreased as a percentage of sales to 12.3% in 1999
from 13.6% in 1998 primarily due to our expanding revenue base.

PRE-OPENING EXPENSES. Pre-opening expenses increased to $168,000 for the 13
weeks ended June 27, 1999 from $42,000 for the 13 weeks ended June 28, 1998
primarily due to the increase in unit openings to seven in 1999 compared to
three in 1998. In addition, we opened restaurants in two new markets. The
first store in a new market will typically have higher opening costs than a
new store in an existing market.

INTEREST INCOME (EXPENSE), NET. Net interest income increased to $54,000 for
the 13 weeks ended June 27, 1999 from $51,000 in net interest income in the
13 weeks ended June 28, 1998. This increase is primarily due to a decline in
interest expense to $48,000 in 1999 from $73,000 in 1998 as a result of the
repayment of all long-term debt with the proceeds from the Offering. Interest
income declined to $102,000 in the 13 weeks ended June 27, 1999 from $124,000
in the 13 weeks ended June 28, 1998 due to a decrease in cash available for
investing prior to the Offering. The decrease in cash for investing was a
result of our use of available funds for the development of new restaurants.

INCOME TAXES. The provision for income taxes in the 13 weeks ended June 27,
1999 and June 28, 1998, respectively, is based on the approximate annual
effective tax rate applied to the respective quarter's pretax book income.
The 40% tax rate applied in 1999 comprises the federal and state statutory
rates based on the estimated annual effective rate for 1999. The 7.8% tax



                                       10
<PAGE>


benefit applied in 1998 is primarily a result of the recognition of 1997 net
deferred tax assets previously valued, due to the 1998 net income and the
future realizability of such net deferred tax assets.

26 WEEKS ENDED JUNE 27, 1999 COMPARED TO THE 26 WEEKS ENDED JUNE 28, 1998

Our operating results for the 26 weeks, expressed as a percentage of sales,
were as follows:

<TABLE>
<CAPTION>

                                                                 For 26 Weeks Ended
                                                          ---------------------------------
                                                          June 27, 1999       June 28, 1998
                                                          -------------       -------------
<S>                                                       <C>                 <C>
Sales (in thousands)                                       $  30,705            $  20,124
Costs and expenses:
            Cost of sales                                       29.2%                29.1%
            Restaurant labor, occupancy and other               50.0                 51.3
            Depreciation and amortization                        4.4                  4.5

            General and administrative expenses                 13.3                 14.5
            Pre-opening costs                                    0.9                  0.5
                                                           ---------            ---------

Operating income                                                 2.2                  0.1
Interest income, net                                             0.2                  0.6
Miscellaneous income                                               -                    -
Gain (loss) on disposal/sale of property                           -                    -
                                                           ---------            ---------

Income before income taxes                                       2.4                  0.7
Income tax (expense) benefit                                    (1.0)                 0.1
                                                           ---------            ---------
Net income                                                       1.4%                 0.8%
                                                           ---------            ---------
                                                           ---------            ---------

</TABLE>


        Results of operations reflect a full 26 weeks of operations for 59
restaurants and 43 restaurants for the 26 weeks ended June 27, 1999 and June
28, 1998, respectively. Results of operations also reflect 12 restaurant
openings during the 26 weeks ended June 27, 1999 and six restaurant openings
during the 26 weeks ended June 28, 1998.

SALES. Sales increased $10.6 million, or 52.6%, to $30.7 million for the 26
weeks ended June 27, 1999 from $20.1 million for the 26 weeks ended June 28,
1998. This increase was principally due to the $6.1 million in sales
generated by a full 26 weeks of operations in 1999 from the 16 units opened
in 1998, which have been open for less than 15 months, combined with the $2.8
million from the 12 units opened during 1999. In addition, comparable unit
sales increased $1.8 million or 9.8%. The comparable unit sales increase was
driven by the success of our $0.99 Fish Taco, Tequila Shrimp Burrito, and
Lobster Burrito promotions, combined with slightly weaker sales in the early
part of 1998 as a result of poor weather related to El Nino. We also
introduced a price increase of approximately 1.5% at the beginning of 1999.

COST OF SALES. Cost of sales as a percentage of sales increased slightly to
29.2% in the 26 weeks ended June 27, 1999 from 29.1% in the 26 weeks ended June
28, 1998. Higher food costs were partially offset by lower beverage and paper
supply costs.

RESTAURANT LABOR, OCCUPANCY AND OTHER. Restaurant labor, occupancy and other
declined as a percentage of sales to 50.0% in the 26 weeks ended June 27,
1999 from 51.3% in the 26 weeks ended June 28, 1998. The decrease is
primarily a function of leveraging our fixed costs as our average unit volume
increases.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased to
$1,355,000 in the 26 weeks ended June 27, 1999 from $908,000 in the 26 weeks
ended June 28, 1998. The $447,000 increase was primarily due to additional
depreciation on the 16 new units opened during 1998 and the 12 new units
opened during the first 26 weeks of 1999. As a percentage of sales,
depreciation and amortization decreased to 4.4% of sales in 1999 from 4.5% in
1998.



                                       11
<PAGE>



GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased to $4.1 million in 1999 from $2.9 million in 1998. The increase is
primarily due to increases in salaries and benefits related to the hiring of
additional corporate employees and field management personnel as well as
other corporate level expenses required to support and manage unit expansion.
General and administrative expenses decreased as a percentage of sales to
13.3% in 1999 from 14.5% in 1998 primarily due to our expanding revenue base.

PRE-OPENING EXPENSES. Pre-opening expenses increased to $262,000 in the 26
weeks ended June 27, 1999 from $93,000 in the 26 weeks ended June 28, 1998
primarily due to the increase in unit openings to 12 in the first 26 weeks of
1999 compared to six in the first 26 weeks of 1998. In addition, we opened
restaurants in three new markets. The first store in a new market will
typically have higher opening costs than a new store in an existing market.

INTEREST INCOME (EXPENSE), NET. Net interest income decreased to $62,000 in
the 26 weeks ended June 27, 1999 from $130,000 in net interest income in the
26 weeks ended June 28, 1998. This decrease is primarily due to a decline in
interest income to $165,000 in 1999 from $261,000 in 1998 due to a decrease
in cash available for investing prior to the Offering. The decrease in cash
available to invest prior to the Offering resulted from use of available
funds to develop new restaurants. Interest expense declined to $103,000 in
1999 from $131,000 in 1998 as a result of the repayment of all long-term debt
with the proceeds from the Offering.

INCOME TAXES. The provision for income taxes in the 26 weeks ended June 27,
1999 and June 28, 1998, respectively, is based on the approximate annual
effective tax rate applied to the respective period's pretax book income. The
40% tax rate applied in 1999 comprises the federal and state statutory rates
based on the estimated annual effective rate for 1999. The 7.8% tax benefit
applied in 1998 is primarily a result of the recognition of 1997 net deferred
tax assets previously valued, due to the 1998 net income and the future
realizability of such net deferred tax assets.

INFLATION

Components of our operations subject to inflation include food, beverage,
lease and labor costs. Our leases require us to pay taxes, maintenance,
repairs, insurance and utilities, all of which are subject to inflationary
increases. We believe inflation has not had a material impact on our results
of operations in recent years.

LIQUIDITY AND CAPITAL RESOURCES

        We have funded our capital requirements in recent years through cash
flow from operations, private placements of preferred stock, bank debt, and
the public sale of equity securities.

        We generated $3.6 million in cash flow from operating activities for
the 26 weeks ended June 27, 1999 and $2.0 million for the 26 weeks ended June
28, 1998. The $3.6 million in 1999 includes a $1.1 million increase in
accounts payable, of which $708,000 are offering costs related to the
Offering.

        Net cash used in investing activities was $5.7 million for the 26
weeks ended June 27, 1999 compared to $649,000 for the 26 weeks ended June
28, 1998. Our principal use of cash in 1999 was primarily the development and
opening of new restaurants. We incurred $6.2 million in capital expenditures
during the 26 weeks ended June 27, 1999, of which $5.0 million was for new
unit openings and $0.6 million was for point of sales system upgrades and a
company-wide back office system roll-out. During the 26 weeks ended June 28,
1998, we incurred $2.4 million in capital expenditures, of which $2.2 million
was for new unit openings.

        Net cash provided by financing activities was $21.5 million for the
26 weeks ended June 27, 1999 compared to a net use of $334,000 for the 26
weeks ended June 28, 1998. Financing activities in 1999 primarily consisted
of the Offering, which resulted in net proceeds of $23.3 million. Part of the


                                       12
<PAGE>


Offering proceeds were used to repay the remaining $1.7 million balance of
our term loan agreement with a financial institution. Financing activities
for the 26 weeks ended June 27, 1999 were the scheduled installment payments
of the long-term debt with a financial institution. In addition, we have a
$7.5 million line of credit agreement with a financial institution. As of
June 27, 1999, there were no borrowings against the line of credit.

        We believe that the funds from the Offering, the anticipated cash
flow from operations and funds anticipated to be available from our credit
facility will be sufficient to satisfy our working capital and capital
expenditure requirements for at least the next 12 months. We plan to incur
substantial costs over the near term in connection with our expansion
program. Changes in our operating plans, acceleration of our expansion plans,
lower than anticipated sales, increased expenses, potential acquisitions or
other events may cause us to seek additional financing sooner than
anticipated. Additional financing may not be available on acceptable terms,
or at all. Failure to obtain additional financing as needed could have a
material adverse effect on our business and results of operations.

     YEAR 2000 READINESS DISCLOSURE

     Historically, most computer databases, as well as embedded
microprocessors in computer systems and industrial equipment, were designed
with date data using only two digits of the year. Most computer programs,
computers and embedded microprocessors controlling equipment were programmed
to assume that all two digit dates were preceded by "19," causing "00" to be
interpreted as the year 1900. This formerly common practice now could result
in a computer system or embedded microprocessor which fails to recognize
properly a year that begins with "20," rather than "19." This in turn could
result in computer system miscalculations or failures, as well as failures of
equipment controlled by date sensitive microprocessors, and is generally
referred to as the "year 2000" issue.

     OUR STATE OF YEAR 2000 READINESS

     We have reviewed both our information technology and our non-information
technology systems to determine whether they are year 2000 compliant. We have
not identified any material systems which are not year 2000 compliant. We
have initiated formal communications with all significant supplier and
service providers to determine the extent to which we are vulnerable to those
third parties' failures to solve their year 2000 problem. We have received
written assurances of year 2000 compliance from a majority of the third
parties with whom we have relationships, including our point-of-sale,
payroll, and credit card service providers. Testing and replacement of all
systems is scheduled to be completed by September, 1999. We intend to
continue to make efforts to ensure that third parties with whom we have
relationships are year 2000 compliant.

     THE COSTS TO ADDRESS OUR YEAR 2000 ISSUES

     We estimate that we have incurred costs of less than $25,000 to date in
connection with our year 2000 plan. We currently estimate the total costs of
completing our year 2000 plan, including costs incurred to date, to be less
than $50,000. This estimate is based on currently available information and
will be updated as we continue our assessment of third-party relationships,
proceed with our testing and implementation and design contingency plans.

     THE RISKS OF OUR YEAR 2000 ISSUES

     If any information technologies or embedded microprocessor technology
systems critical to our operations have been overlooked, there could be a
material adverse effect on our business or results of operations of a
magnitude which we have not yet fully analyzed. If the vendors of most
important goods and services or the suppliers of our necessary energy,
telecommunications and transportation needs, fail to provide us with:


                                       13
<PAGE>


     -  the materials and services which are necessary to produce, distribute
        and sell our products;

     -  the electrical power and other utilities necessary to sustain our
        operations; or

     -  reliable means of transporting supplies to our restaurants, such
        failure could affect our ability to sell product which could have a
        material adverse effect on our business or results of operations.

     OUR CONTINGENCY PLAN

     We are in the initial stages of developing a business contingency plan
to address both avoidable and unavoidable year 2000 risks. This plan
currently includes developing and maintaining relationships with several
suppliers of services and products to mitigate a "worst case" scenario in
which one or more of our suppliers are not year 2000 compliant. Although we
expect to have the plan well-developed and costs of the plan estimated by
September, 1999, enhancements and revisions will be continuously considered
and implemented as appropriate.

RISK AND UNCERTAINTIES

        Any investment in our common stock involves a high degree of risk.
You should consider carefully the following information about these risks,
together with the other information contained in this quarterly report,
before you decide to buy our common stock. If any of the following risks
actually occur, our business would likely suffer. In such case, the trading
price of our common stock could decline, and you may lose all or part of the
money you paid to buy our common stock.

        OUR PLANNED EXPANSION INTO NEW GEOGRAPHIC AREAS INVOLVES A NUMBER OF
RISKS WHICH COULD DELAY OR PREVENT THE OPENING OF PLANNED NEW RESTAURANTS.

        Almost all of our current restaurants are located in the southwest
region of the United States. Our planned expansion into geographic areas
outside the Southwest involves a number of risks, including:

        -   uncertainties related to local demographics, tastes and
            preferences;
        -   local custom, wages, costs and other legal and economic conditions
            particular to new regions;
        -   the need to develop relationships with local distributors and
            suppliers for fresh produce, fresh tortillas and other ingredients;
        -   potential difficulties related to management of operations located
            in a number of broadly dispersed locations; and
        -   lack of market awareness or acceptance of our restaurant concept in
            new geographic areas.

        We may not be successful in addressing these risks. We also may not
be able to open our planned new operations on a timely basis, or at all in
these new areas. Delays in opening or failure to open planned new restaurants
outside the Southwest could have a material adverse effect on our business
and results of operations. We currently anticipate that our new restaurants
will take several months to reach planned operating levels due to
inefficiencies typically associated with expanding into new regions, such as
lack of market awareness, acceptance of our restaurant concept and inability
to hire sufficient staff.

        IF WE ARE NOT ABLE TO SUCCESSFULLY PURSUE OUR RAPID EXPANSION STRATEGY,
OUR BUSINESS AND RESULTS OF OPERATIONS MAY BE ADVERSELY IMPACTED.

        We intend to continue to pursue a rapid expansion strategy. Since
1996, and as of June 27, 1999 we have opened 40 restaurants, 14 of which were
opened outside of Southern California. We intend to open an additional 28
restaurants in 1999, 12 of which have been opened to date. Approximately 15
of those additional restaurants are outside Southern California. We intend to


                                       14
<PAGE>



open an additional 36 restaurants in 2000. Our ability to successfully
achieve our expansion strategy will depend on a variety of factors, many of
which are beyond our control. These factors include:

        -   our ability to locate suitable restaurant sites or negotiate
            acceptable lease terms;
        -   our ability to obtain required local, state and federal governmental
            approvals and permits related to construction of the sites,
            food and alcoholic beverages;
        -   our dependence on contractors to construct new restaurants in a
            timely manner;
        -   our ability to attract, train and retain qualified and experienced
            restaurant personnel and management;
        -   our ability to operate our restaurants profitably;
        -   our need for additional capital and our ability to obtain such
            capital on favorable terms or at all;
        -   our ability to respond effectively to the intense competition in
            the quick-service restaurant industry; and
        -   general economic conditions.

        If we are not able to successfully address these factors, we may not
be able to expand at a rate currently contemplated by our strategy, and our
business and results of operations may be adversely impacted.

        OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY DUE TO SEASONALITY
AND OTHER FACTORS, WHICH COULD HAVE A NEGATIVE EFFECT ON THE PRICE OF OUR
COMMON STOCK.

        Our business is subject to seasonal fluctuations. Historically, sales
in most of our restaurants have been higher during the second and third
quarters of each fiscal year. As a result, we expect our highest earnings to
occur in the second and third quarters of each fiscal year.

        In addition to seasonality, our quarterly and annual operating results
and comparable unit sales may fluctuate significantly as a result of a variety
of factors, including:

        -   labor costs for our hourly and management personnel, including
            increases in federal or state minimum wage requirements;
        -   fluctuations in food costs, particularly the cost of chicken, beef,
            fish, cheese and produce;
        -   the timing of new restaurant openings and related expenses;
        -   the amount of sales contributed by new and existing restaurants;
        -   our ability to achieve and sustain profitability on a quarterly or
            annual basis;
        -   consumer confidence;
        -   changes in consumer preferences;
        -   the level of competition from existing or new competitors in the
            quick-service restaurant industry;
        -   factors associated with closing a unit, including payment of the
            base rent for the balance of the lease term;
        -   impact of weather on revenues and costs of food; and
        -   general economic conditions.

        Accordingly, results for any one quarter are not necessarily
indicative of results to be expected for any other quarter or for any year.
Comparable unit sales for any particular future period may decrease.

        THE RESTAURANT INDUSTRY IS INTENSELY COMPETITIVE AND WE MAY NOT HAVE
THE RESOURCES TO COMPETE ADEQUATELY.

        The restaurant industry is intensely competitive. There are many
different segments within the restaurant industry that are distinguished by
types of service, food types and price/value relationships. We position our
restaurants in the high-quality, quick-service Mexican food segment of the
industry. In this segment, our direct competitors include Baja Fresh, La Salsa


                                       15
<PAGE>



and Chipotle. We also compete indirectly with full-service Mexican
restaurants including Chevy's, Chi Chi's and El Torito, and fast food
restaurants, particularly those focused on Mexican food such as Taco Bell and
Del Taco. Competition in our industry segment is based primarily upon food
quality, price, restaurant ambiance, service and location. Although we
believe we compete favorably with respect to each of these factors, many of
our direct and indirect competitors are well-established national, regional
or local chains and have substantially greater financial, marketing,
personnel and other resources than we do. We also compete with many other
retail establishments for site locations.

        The performance of individual units may also be affected by factors
such as traffic patterns, demographic considerations and the type, number and
proximity of competing restaurants. In addition, factors such as inflation,
increased food, labor and employee benefit costs and the availability of
experienced management and hourly employees may also adversely affect the
restaurant industry in general and our units in particular.

     THE ABILITY TO ATTRACT AND RETAIN HIGHLY QUALIFIED PERSONNEL TO OPERATE
AND MANAGE OUR RESTAURANTS IS EXTREMELY IMPORTANT AND OUR FAILURE TO DO SO
COULD ADVERSELY AFFECT US.

        Our success and the success of our individual restaurants depend upon
our ability to attract and retain highly motivated, well-qualified restaurant
operators and management personnel, as well as a sufficient number of
qualified employees, including guest service and kitchen staff, to keep pace
with our expansion schedule. Qualified individuals needed to fill these
positions are in short supply in some geographic areas. Our ability to
recruit and retain such individuals may delay the planned openings of new
restaurants or result in higher employee turnover in existing restaurants,
which could have a material adverse effect on our business or results of
operations. We also face significant competition in the recruitment of
qualified employees. In addition, we are heavily dependent upon the services
of our officers and key management involved in restaurant operations,
marketing, finance, purchasing, expansion, human resources and
administration. The loss of any of these individuals could have a material
adverse effect on our business and results of operations. We currently do not
have employment agreements with any of our employees.

        OUR RESOURCES MAY BE STRAINED IN IMPLEMENTING OUR BUSINESS STRATEGY.

        Our growth strategy will place a strain on our management, financial
and other resources. To manage our growth effectively, we must maintain the
level of quality and service at our existing and future restaurants. We must
also continue to enhance our operational, financial and management systems
and locate, hire, train and retain experienced and dedicated operating
personnel, particularly managers. We may not be able to effectively manage
any one or more of these or other aspects of our expansion. Failure to do so
could have a material adverse effect on our business and results of
operations.

        WE MAY BE UNABLE TO FUND OUR SUBSTANTIAL WORKING CAPITAL REQUIREMENTS
AND MAY NEED ADDITIONAL FUNDING SOONER THAN WE ANTICIPATE.

        We believe that the proceeds from the recently completed initial
public offering together with anticipated cash flow from operations and funds
anticipated to be available from a credit facility will be sufficient to
satisfy our working capital requirements for at least the next 12 months. We
plan to incur substantial costs over the near-term in connection with our
expansion plans. We may need to seek additional financing sooner than we
anticipate as a result of the following factors:

        -   changes in our operating plans;
        -   acceleration of our expansion plans;
        -   lower than anticipated sales of our menu offerings;
        -   increased food and/or labor costs; and
        -   potential acquisitions.


                                       16
<PAGE>



Additional financing may not be available on acceptable terms, or at all. If
we fail to get additional financing as needed, our business and results of
operations would likely suffer.

        UNANTICIPATED COSTS OR DELAYS IN THE DEVELOPMENT OR CONSTRUCTION OF OUR
RESTAURANTS COULD PREVENT OUR TIMELY AND COST-EFFECTIVE OPENING OF NEW
RESTAURANTS.

        We depend on contractors and real estate developers to construct
our restaurants. Many factors may adversely affect the cost and time
associated with the development and construction of our restaurants,
including:

        -   labor disputes;
        -   shortages of materials and skilled labor;
        -   adverse weather;
        -   unforeseen engineering problems;
        -   environmental problems;
        -   construction or zoning problems;
        -   local government regulations;
        -   modifications in design; and
        -   other unanticipated increases in costs.

        Any of these factors could give rise to delays or cost overruns which
may prevent us from developing additional restaurants within our anticipated
budgets or time periods. Any such failure could have a material adverse effect
on our business and results of operations.

        OUR RESTAURANTS ARE CONCENTRATED IN THE SOUTHWEST REGION OF THE UNITED
STATES, AND THEREFORE, OUR BUSINESS IS SUBJECT TO FLUCTUATIONS IF ADVERSE
BUSINESS CONDITIONS OCCUR IN THAT REGION.

        All but two of our existing restaurants are located in the southwest
region of the United States. Accordingly, we are susceptible to fluctuations
in our business caused by adverse economic or other conditions in this
region, including natural or other disasters. Our significant investment in,
and long-term commitment to, each of our units limits our ability to respond
quickly or effectively to changes in local competitive conditions or other
changes that could affect our operations. In addition, some of our
competitors have many more units than we do. Consequently, adverse economic
or other conditions in a region, a decline in the profitability of several
existing units or the introduction of several unsuccessful new units in a
geographic area could have a more significant effect on our results of
operations than would be the case for a company with a larger number of
restaurants or with more geographically dispersed restaurants.

        OUR FAILURE OR INABILITY TO ENFORCE OUR TRADEMARKS AND TRADE NAMES
COULD ADVERSELY AFFECT OUR EFFORTS TO ESTABLISH BRAND EQUITY.

        Our ability to successfully expand our concept will depend on our
ability to establish and maintain "brand equity" through the use of our
trademarks, service marks, trade dress and other proprietary intellectual
property, including our name and logos. We currently hold three trademarks
and have seven service marks relating to our brand. Some or all of the rights
in our intellectual property may not be enforceable, even if registered,
against any prior users of similar intellectual property or our competitors
who seek to utilize similar intellectual property in areas where we operate
or intend to conduct operations. If we fail to enforce any of our
intellectual property rights, we may be unable to capitalize on our efforts
to establish brand equity.

        It is also possible that we will encounter claims from prior users
of similar intellectual property in areas where we operate or intend to
conduct operations.  Claims from prior users could limit our operations and
possibly cause us to pay damages or licensing fees to a prior user or
registrant of similar intellectual property.


                                       17
<PAGE>



        IF WE ARE NOT ABLE TO ANTICIPATE AND REACT TO OUR FOOD AND LABOR COSTS,
OUR PROFITABILITY COULD BE ADVERSELY AFFECTED.

        Our restaurant operating costs principally consist of food and labor
costs. Our profitability is dependent on our ability to anticipate and react
to changes in food and labor costs. Various factors beyond our control,
including adverse weather conditions and governmental regulation, may affect
our food costs. We may not be able to anticipate and react to changing food
costs, whether through our purchasing practices, menu composition or menu
price adjustment in the future. In the event that food and labor price
increases cause us to increase our menu prices, we face the risk that our
guests will choose to patronize lower-cost restaurants. Failure to react to
changing food costs or to retain guests if we are forced to raise menu prices
could have a material adverse effect on our business and results of
operations.

        A substantial number of our employees are subject to various minimum
wage requirements. Many of our employees work in restaurants located in
California and receive salaries equal to or slightly greater than the
California minimum wage. Effective March 1, 1998, the minimum wage in
California increased to $5.75 per hour from $5.15. Similar proposals may come
before legislators or voters in other jurisdictions in which we operate or
seek to operate. Such minimum wage increases could have a material adverse
effect on our business and results of operations.

        AS A RESTAURANT SERVICE PROVIDER, WE COULD BE SUBJECT TO ADVERSE
PUBLICITY OR CLAIMS FROM OUR GUESTS.

        We may be the subject of complaints or litigation from guests
alleging food-related illness, injuries suffered on the premises or other
food quality, health or operational concerns. Adverse publicity resulting
from such allegations may materially affect us and our restaurants,
regardless of whether such allegations are true or whether we are ultimately
held liable. We may also be the subject of complaints or allegations from
current, former or prospective employees from time to time. A lawsuit or
claim could result in an adverse decision against us that could have a
material adverse effect on our business and results of operations.

        WE MAY NOT BE ABLE TO OBTAIN AND MAINTAIN STATE AND LOCAL PERMITS
NECESSARY TO OPERATE OUR UNITS.

        The failure to maintain necessary licenses, permits or approvals,
including food and alcoholic beverage licenses, or to comply with other
government regulations could have a material adverse effect on our business
and results of operations. In addition, difficulties or failures in obtaining
required licenses and approvals will result in delays in, or cancellations
of, the opening of new units. Restaurants are subject to licensing and
regulations by state and local health, environmental, labor relations,
sanitation, building, zoning, land use and environmental regulations. There
can be no assurance that we will be able to obtain necessary variances or
other approvals on a cost-effective and timely basis in order to construct
and develop units in the future. Changes in any or all of these laws or
regulations, such as government-imposed paid leaves of absence or mandated
health benefits, could have a material adverse effect on our business and
results of operations.

        OUR CURRENT INSURANCE MAY NOT PROVIDE ADEQUATE LEVELS OF COVERAGE
AGAINST CLAIMS.

        There are types of losses we may incur that may be uninsurable or
that we believe are not economically insurable, such as losses due to
earthquakes and other natural disasters. In view of the location of many of
our existing and planned units, our operations are particularly susceptible
to damage and disruption caused by earthquakes. Further, we do not currently
maintain any insurance coverage for employee-related litigation or the
effects of adverse publicity. In addition, punitive damage awards are
generally not covered by insurance. We may also be subject to litigation
which, regardless of the outcome, could result in adverse publicity and
damages. Such litigation,



                                       18
<PAGE>


adverse publicity or damages could have a material adverse effect on our
business and results of operations.

        WE MAY FAIL TO BE YEAR 2000 COMPLIANT

        We have not fully completed tests to assure that our systems will
function properly in the year 2000. Our restaurant information systems may
need to be upgraded in order to prevent system failure or miscalculation
resulting from the year 2000 that could disrupt our normal business
activities.

        We estimate that we have incurred costs of less than $25,000 to date
in connection with our year 2000 plan. We currently estimate the total costs
of completing our year 2000 plan, including costs incurred to date, to be
less than $50,000. Until our testing is complete and our vendors and
providers are contacted, we will not be able to completely evaluate whether
our information technology systems or non-information technology systems will
need to be revised or replaced. If our efforts to address year 2000 crises are
not successful, or if suppliers or other third parties with whom we conduct
business do not successfully address such risks, it could have a material
adverse effect on our business and results of operations.

        IF WE ADOPT A FRANCHISING STRATEGY, WE MAY BE UNSUCCESSFUL IN EXECUTING
A FRANCHISING PROGRAM.

        We may us a franchise strategy in selected markets. If we adopt a
franchising strategy, our failure to successfully execute a franchising
program could adversely affect our business and results of operations. We
have not used franchising to date and may not be successful in implementing a
franchise program in the future. We have not yet established any criteria to
evaluate prospective franchisees. We may be unable to identify and attract
franchisees that have the business abilities or access to financial resources
necessary to open our restaurants or to successfully develop or operate our
restaurants in their franchise areas in a manner consistent with our
standards.

     THE LARGE NUMBER OF SHARES ELIGIBLE FOR PUBLIC SALE COULD CAUSE OUR
STOCK PRICE TO DECLINE.

     The market price of our common stock could decline as a result of sales
by our existing stockholders of a large number of shares of our common stock
in the market or the perception that such sales could occur. These sales also
might make it more difficult for us to sell equity securities in the future
at a time and at a price that we deem appropriate.

     OUR COMMON STOCK MAY NOT DEVELOP AN ACTIVE, LIQUID TRADING MARKET.

     We only recently completed our initial public offering. Prior to this
offering, there was no public market for our common stock. We cannot predict
whether an active trading market in our common stock will develop or how
liquid that market might become.

     THE MARKET PRICE OF OUR STOCK MAY BE ADVERSELY AFFECTED BY MARKET
VOLATILITY.

     The stock market has experienced extreme price and volume fluctuations.
The trading price of our common stock could be subject to wide fluctuations
in response to a number of factors, including:

-  fluctuations in our quarterly or annual results of operations;
-  changes in published earnings estimates by analysts and whether our
   earnings meet or exceed such estimates;
-  additions or departures of key personnel; and
-  changes in overall stock market conditions, including the stock prices of
   other restaurant companies.


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     In the past, companies that have experienced volatility in the market
price of their stock have been the object of securities class action
litigation. If we were subject to securities class action litigation, it
could result in substantial costs and a diversion of our management's
attention and resources.

     THE INTERESTS OF OUR CONTROLLING STOCKHOLDERS MAY CONFLICT WITH YOUR
INTERESTS.

     We anticipate that the executive officers, directors and entities
affiliated with them, in the aggregate, beneficially own approximately 55.9%
of our outstanding common stock. These stockholders will be able to exercise
control over all matters requiring approval by our stockholders, including
the election of directors and approval of significant corporate transactions.
This concentration of ownership may also have the effect of delaying or
preventing a change in control of our company.

     ANTI-TAKEOVER PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW COULD
MAKE A THIRD-PARTY ACQUISITION OF US DIFFICULT.

     The anti-takeover provisions in our certificate of incorporation, our
bylaws and Delaware law could make it more difficult for a third party to
acquire us. As a result of these provisions, we could delay, deter or prevent
a takeover attempt or third party acquisition that our stockholders consider
to be in their best interest, including a takeover attempt that results in a
premium over the market price for the shares held by our stockholders.















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                                   SIGNATURES

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



Dated: November 9, 1999           RUBIO'S RESTAURANTS, INC.


                                  /s/ Joseph N. Stein
                                  ---------------------------------------------
                                  Joseph N. Stein
                                  Chief Strategic and Financial Officer
                                  (Principal Financial and Accounting Officer)













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