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

                                    FORM 10-K

(Mark One)

(X)     Annual Report Pursuant to Section 13 or 15(d)
        of the Securities Exchange Act of 1934

        For the fiscal year ended April 30, 1999
                      or
( )     Transition Report Pursuant to Section 13 or 15(d)
        of the Securities Exchange Act of 1934
        For the transition period from _____ to _____

Commission File No. 0-12226

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

          California                                      95-2693503
(state or other jurisdiction of                (IRS Employer Identification No.)
Incorporation or organization)

   17383 Sunset Boulevard, Suite 140
     Pacific Palisades, California                          90272
(Address of principal executive office)                   (Zip Code)

                  Registrant's telephone number: (310) 459-9676

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

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.01 par value
                                (Title of Class)

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. [ ]

The aggregate market value of voting and non-voting common stock held by
non-affiliates of the Registrant based upon the average bid price in the
over-the-counter market on August 11, 1995 (the date of the last posted quote)
was approximately $12,144.

The number of outstanding shares of the Registrant's Common Stock as of July 9,
1999 was 3,400,930.


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Documents incorporated by reference; the definitive Proxy Statement of the
Registrant for the 1999 annual meeting of shareholders (Part III to the extent
described herein), or if such Proxy Statement is not filed within 120 days of
the Registrant's fiscal year end, such information will be included in an
amendment to this Form 10-K filed within such timeframe.

PART I

ITEM 1  BUSINESS

GENERAL

        California Beach Restaurants, Inc., ("Registrant"), formerly I.H.V.
Corp., was organized under the laws of the State of California in April 1971.
The Registrant is currently engaged in one line of business, the ownership and
operation of restaurants, including Gladstone's 4 Fish ("Gladstone's") in
Pacific Palisades, California and RJ's - Beverly Hills ("RJ's") in Beverly
Hills, California.

RESTAURANT OPERATIONS - CONCEPT AND MENU

        The Registrant owns and operates the following restaurants through its
wholly-owned subsidiary, Sea View Restaurants, Inc. ("Sea View"):

        GLADSTONE'S 4 FISH. Gladstone's is one of Southern California's best
known fresh seafood restaurants. In 1972, the original Gladstone's was opened as
a small, 80-seat establishment in Santa Monica Canyon near the Pacific Ocean in
Santa Monica, California. In 1981, Gladstone's was moved to its present location
on the beach at the intersection of Sunset Boulevard and Pacific Coast Highway
in Pacific Palisades, California. Based on restaurant industry surveys,
Gladstone's is one of the top grossing restaurants in America. The 10,000 square
foot interior of Gladstone's seats approximately 400, while the outside deck has
a seating capacity of approximately 300 in a 6,000 square foot area. Gladstone's
is open 365 days a year for lunch and dinner. Breakfast is served on weekends.

        Gladstone's offers an extensive menu specializing in fresh fish and
shellfish. Gladstone's strives to purchase only the finest seafood products
including, live Maine lobster, premium Alaskan red king crab, western Australian
lobster tails and Mexican shrimp as well as the freshest fish available. Typical
fresh fish on the menu include salmon, swordfish, catfish, ahi tuna, petrale
sole, pacific red snapper, halibut and mahi-mahi. Gladstone's menu also includes
a large number of salads, pasta dishes and sandwiches in addition to its
extensive fresh fish and shellfish items.

        Sandwich and salad prices begin at $9.49, with dinner entrees beginning
at $17.99. A typical dinner entree includes soup or salad, a loaf of hot
sourdough bread, fresh vegetable and rice or potato. Gladstone's average check,
including beverages and desserts, is approximately $23.38. Gladstone's portion
sizes are very large and food that cannot be finished is wrapped in a gold foil
animal "sculpture." The gold foil, which is manufactured specially for
Gladstone's, is a signature element of the restaurant. Gladstone's is also well
known for the full barrels of peanuts that are always available free of charge
to guests and free "mile-high" cake for all birthday and anniversary
celebrations.


        RJ'S - BEVERLY HILLS. RJ's is located at 252 N. Beverly Drive, Beverly
Hills, California. RJ's was opened in 1979 and emphasizes its extensive salad
bar, barbecued ribs and chicken, library bar and antique ceiling fans to create
an attractive, casual dining


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atmosphere in the heart of Beverly Hills. RJ's is open for lunch and dinner from
Monday through Saturday and dinner only on Sunday. The restaurant occupies
approximately 7,500 square feet with seating capacity of approximately 260.

        RJ's menu specializes in classic American food. RJ's signature items
include barbecued beef and baby back pork ribs and a very extensive salad bar.
RJ's menu also includes a wide selection of sandwiches and salads. Sandwich and
salad pricing begins at $6.99 with dinner entrees starting at $12.99. RJ's
average check is approximately $17.00. As with Gladstone's, portion sizes are
very generous and waitstaff are trained to wrap all leftovers in signature gold
foil animal sculptures.

RESTAURANT OPERATIONS - GLADSTONE'S CONCESSION AGREEMENT

        Sea View operates Gladstone's pursuant to a 20-year concession agreement
with the County of Los Angeles ("County") that commenced November 1, 1997
("Concession Agreement") following the expiration of its prior agreement. During
February 1999, the Concession Agreement was amended. The Concession Agreement,
as amended, obligates Sea View to pay minimum annual rental payments of
$1,750,000 to the County. Percentage rents based on 10% of food sales and 12% of
the combined sales of alcoholic beverages, merchandise and parking lot revenue
are payable to the extent that such percentage rents exceed the minimum annual
rents. In addition to minimum annual rent and percentage rent, Sea View is
required to pay "Supplemental Rent" to the County equal to the sum of $15,000
per year plus 1% of the excess of Gladstone's gross annual revenues over
$14,000,000. Sea View is also required to expend at least $2,700,000 for
renovations to the restaurant facility by August 9, 1999. During the first two
years of the agreement, minimum annual rent is reduced by $218,750 per year. The
Registrant records rent expense on a straight line basis over the life of the
agreement. See Part II, Item 7 "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

        The agreement also requires Sea View to post a $2,000,000 letter of
credit in favor of the County, as a security deposit. The County may draw upon
the letter of credit if Gladstone's fails to pay rent as it comes due. The
required amount of the letter of credit will be reduced to an amount equal to
three months minimum rent ($437,500) upon Sea View's completion of the required
capital improvements and maintenance of certain net worth levels.

        The terms of the Concession Agreement afford the County the opportunity
to conduct a valuation of the Gladstone's Pacific Palisades operations
("Concession"), at any time during the first 150 months of the Concession
Agreement (commencing November 1, 1997) in the event of a sale of Gladstone's or
100% of the stock of Sea View or the Registrant, or at any time between the
beginning of the 79th month and the end of the 150th month of the Concession
Agreement. If the County elects to conduct a valuation, Sea View must thereafter
pay the greater of (1) the Supplemental Rent Payments, or (2) an amount
determined by amortizing the greater of 5% of the gross Concession value or 20%
of the net Concession value (as determined pursuant to the Concession
Agreement), less the aggregate amount of Supplemental Rent Payments paid through
the date of the valuation, using an interest rate of 9% and equal payments of
principal and interest, over the remaining term of the Concession Agreement.

RESTAURANT OPERATIONS - MARKETING

        Both of the Registrant's restaurants focus on the casual segment of the
upper-end dinner house market. Management believes that its restaurants'
reputation, developed over many years, of providing guests with a unique dining
experience has been the most effective approach to attracting and retaining
business. By focusing its resources on


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providing superior service and value, Gladstone's and RJ's have primarily relied
on word of mouth to attract new business.

        The restaurants have also developed unique promotions that are repeated
on an annual basis. For example, both Gladstone's and RJ's have a special
Christmas day promotion whereby each guest that dines in the restaurant on that
day receives a gift certificate for the amount of their Christmas day food
purchase. Additionally, Gladstone's has developed promotions tied to specific
products such as Crabfest during the month of February, Sockeye Salmonfest
during July and Lobsterfest in October. During these promotions, which have run
for several years, Gladstone's reduces menu prices and adds numerous daily menu
specials related to the featured product. On a weekly basis, Gladstone's
features special lobster prices each Thursday and special crab prices each
Friday. The Registrant uses print and radio advertising from time to time to
support its promotions.

        Gladstone's also has developed other unique programs that are a key
element of its marketing plan. Placemats used at each table are printed daily,
allowing guests that have made a reservation to print a unique message such as
welcoming a special friend, announcing the celebration of a birthday,
anniversary or other special occasion. Guests are encouraged to take a placemat
home as a reminder of their special experience at Gladstone's. An electronic
message board is located in the front of the restaurant that is also used to
welcome guests with special messages. All special occasions are also celebrated
with a free picture that is placed in a customized photo sleeve to serve as a
reminder of the special experience at Gladstone's.

RESTAURANT OPERATIONS - PURCHASING

        The Registrant's senior management establishes general purchasing
guidelines. The executive chef, who is responsible for all quality control,
develops product and quality specifications. The Registrant continuously seeks
to obtain quality menu ingredients and other supplies from reliable sources at
competitive prices. From time to time the Registrant will negotiate contract
purchases to insure product availability and to reduce short-term exposure to
price fluctuations. Management believes that all essential food and beverage
products are available from several qualified suppliers.

GOVERNMENT REGULATIONS

        The Registrant is subject to various federal, state and local laws
affecting its business. Each restaurant is subject to licensing and regulation
by a number of governmental authorities, including alcoholic beverage control,
coastal development, health, safety and fire agencies. The Registrant has not
experienced problems in obtaining or renewing required permits or licenses. The
failure to receive or retain, or a delay in obtaining any significant license or
permit could adversely impact the Registrant's operations.

        Alcoholic beverage control regulations require that each restaurant
apply to a state authority for a license or permit to sell alcoholic beverages
on the premises. Licenses must be renewed annually and may be revoked or
suspended, for cause, at any time. Alcoholic beverage control regulations relate
to numerous aspects of the daily operation of each restaurant, including minimum
age of patrons and employees, hours of operation, advertising, wholesale
purchasing and storage and dispensing of alcoholic beverages. Failure by the
Registrant to retain its liquor license could adversely impact the Registrant's
operations.


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        Various federal and state labor laws govern the Registrant's
relationship with its employees, including such matters as minimum wage
requirements, overtime and other working conditions. Significant additional
increases in minimum wage, mandated paid leaves of absence or mandated universal
health benefits could adversely impact the Registrant.

LICENSE AGREEMENT

        GLADSTONE'S/UNIVERSAL CITY - In 1992 the Registrant entered into a
license agreement with MCA Development Venture Two ("MCADVT"), an affiliate of
Universal Studios, Inc., which permits MCADVT to use the Gladstone's 4 Fish name
and trademarks at a restaurant in their CityWalk development located in
Universal City, California in exchange for a royalty fee of .8% of the
restaurant's gross receipts during such use. The Gladstone's 4 Fish restaurant
at CityWalk opened in May 1993. Fees received pursuant to this agreement during
fiscal 1999 were approximately $71,000.

TRADEMARKS

        The Registrant and/or Sea View has registered several of its marks
relating to the operation of Gladstone's and R.J.'s as trademarks and service
marks and regards such marks as having significant value and as being an
important factor in the marketing of its restaurants.

COMPETITION

        The Registrant's restaurants compete with a wide variety of restaurants,
ranging from national and regional restaurant chains to locally owned
restaurants. Restaurants historically have represented a high-risk investment in
a very competitive industry. Many of the Registrant's competitors have
significantly greater financial resources than the Registrant. The restaurant
business is often affected by changes in consumer tastes and discretionary
spending patterns, national and regional economic conditions, demographic
trends, consumer confidence in the economy, traffic patterns and the type,
number and location of competing restaurants. Any change in these factors could
adversely impact the Registrant. Management believes that the Registrant's
restaurants are comparable in quality, and in many cases superior, to competing
restaurants. There is no assurance that the Registrant's restaurants will be
able to compete successfully with other restaurants in their respective areas.

EMPLOYEES

        The Registrant has approximately 235 employees in restaurant operations.
None of the employees are represented by a union. The Registrant believes that
its working conditions and compensation packages are competitive with those
offered by its competitors and considers relations with its employees to be
good.

SEASONALITY

        The Registrant's restaurant business is seasonal due to Gladstone's
location on the beach in Pacific Palisades, California. As a result, sales and
operating profits are higher during the summer months.


ITEM 2  PROPERTIES


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        GLADSTONE'S LEASES. The Concession Agreement for the restaurant
provides for rent based on 10% of sales of food and non-alcoholic beverages and
12% of the sales of alcoholic beverages, merchandise, and parking lot revenue,
with an annual minimum rent of $1,750,000 and annual supplemental rent of
$15,000 plus 1% of Gladstone's Pacific Palisades annual gross revenue in excess
of $14,000,000. Rent paid in cash under the restaurant lease for Fiscal 1999,
after utilization of a $219,000 credit pursuant to the Concession Agreement, was
approximately $1,531,000, representing approximately 11.2% of the restaurant's
sales.

        R.J.'S LEASE. In December 1994, the Registrant negotiated an amended and
restated lease for RJ's. The amended lease expires in December 2004 subject to a
non-guaranteed extension period of five years. The amended lease provides for
monthly rental payments of $13,034 through December 2000. In January 2001 and
2004 the monthly lease payments are subject to further adjustment based on
Consumer Price Index changes. Rent paid in Fiscal 1999 was $156,404.

        EXECUTIVE OFFICE. The Registrant occupies approximately 2,000 square
feet of office space in Pacific Palisades, pursuant to a lease that expires in
September 2002 and provides for current monthly rental payments of approximately
$3,467. The lease agreement includes an option to extend the term of the lease
for an additional five years.


ITEM 3  LEGAL PROCEEDINGS

        The Registrant is involved in litigation and threatened litigation
arising in the ordinary course of business. Management of the Registrant does
not believe that resolution of any such matters will have a material adverse
effect on its business.

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matter was submitted to a vote of the Registrant's stockholders
during the fourth quarter of the fiscal year ended April 30, 1999.


PART II

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

        The shares of Registrant's common stock are listed on the OTC Bulletin
Board under the symbol "CBHR".

        Market price information for the Registrant's common stock listed below
is taken from the OTC Bulletin Board.

<TABLE>
<CAPTION>
                                                      BID PRICE
                                               ---------------------
        FISCAL 1998                            HIGH              LOW
        -----------                            ----              ---
<S>                                            <C>               <C>
        First Quarter                          (A)               (A)
        Second Quarter                         (A)               (A)
        Third Quarter                          (A)               (A)
        Fourth Quarter                         (A)               (A)

        FISCAL 1999
        -----------
</TABLE>


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<PAGE>   7
<TABLE>
<S>                                            <C>               <C>
        First Quarter                          (A)               (A)
        Second Quarter                         (A)               (A)
        Third Quarter                          (A)               (A)
        Fourth Quarter                         (A)               (A)

        FISCAL 2000

        First Quarter (through 7/15/99)        (A)               (A)
</TABLE>


        At July 9, 1999, the Registrant had approximately 870 shareholders of
record.

        (A)     Since August 11, 1995 there have been no posted bid prices for
the Registrant's common stock.

        CONVERTIBLE NOTES On March 30, 1999, the Registrant completed a private
offering of $1,800,000 of subordinated, convertible notes ("Subordinated Notes")
to a limited number of existing shareholders of the Registrant who are
"accredited investors" within the meaning of Regulation D promulgated under the
Securities Act of 1933, as amended. The proceeds of the offering were used to
retire existing indebtedness to Outside LLC (as defined herein), and to finance
the renovations at Gladstone's. The Subordinated Notes are immediately
convertible into common stock of the Registrant at a rate of $1 per share, and
pay interest at 5% per annum. The Registrant may pay interest on the
Subordinated Notes in cash or in kind. The Subordinated Notes mature on March
30, 2003; provided, however, that the holders of the Subordinated Notes may
elect to receive payment for fifty percent of the outstanding Subordinated Notes
on March 30, 2002.

        DIVIDENDS The Registrant has not paid a dividend on its common stock
since fiscal 1985. The Registrant presently intends to retain any earnings to
repay indebtedness and finance its operations and does not anticipate declaring
cash dividends in the foreseeable future.


ITEM 6  SELECTED FINANCIAL DATA

        The following table sets forth the selected financial data and operating
data for the five years ended April 30, 1999 and is derived from the audited
consolidated financial statements of the Registrant. The consolidated financial
data in the following table is qualified in its entirety by, and should be read
in conjunction with, the consolidated financial statements and notes thereto,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and other financial and statistical information included elsewhere
in this Form 10-K.

<TABLE>
<CAPTION>
                                                                   YEARS ENDED APRIL 30,
                                               --------------------------------------------------------------
                                                 1999          1998          1997         1996         1995
                                               --------      --------      --------     --------     --------
                                                  (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                            <C>           <C>           <C>          <C>          <C>
Income Statement Data:
    Sales                                      $ 13,687      $ 14,162      $ 15,164     $ 15,257     $ 14,160

    Income (loss) from operations
      before extraordinary items                   (680)       (1,420)          327          577       (3,419)
    Income (loss) per common share
      from operations before
</TABLE>


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<TABLE>
<S>                                            <C>           <C>           <C>          <C>          <C>
      extraordinary items
        Basic                                  $   (.20)     $   (.42)    $     .10     $    .20    $  (12.21)
        Diluted                                    (.20)         (.42)          .10          .18       (12.21)

    Extraordinary item (a)                           --            --            --           --        2,540
    Income per common share from
      extraordinary items (Basic and Diluted)        --            --            --           --
                                                                                                         9.07
    Net income (loss)                              (680)       (1,420)          327          577         (879)

   Net income (loss) per common share
      Basic                                    $   (.20)     $   (.42)     $    .10     $    .20     $  (3.14)
      Diluted                                      (.20)         (.42)          .10          .18        (3.14)

Balance Sheet Data:

    Total assets                               $  4,576      $  3,321      $  5,078     $  6,060     $  6,709
    Long-term debt, net of current portion        2,499            --            --        1,500        3,559
</TABLE>

(a) Extraordinary Gain recognized in connection with the December 1994
    debt forgiveness.


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

INTRODUCTION

        The Registrant currently has operations in one business segment, the
ownership and operation of restaurants. The Registrant's restaurant operations
are conducted through its wholly owned subsidiary, Sea View. Sea View's fiscal
year is the 52 or 53 week period ending on the Thursday closest to April 30. The
Fiscal Years 1999, 1998, & 1997 each contained 52 weeks.

RESTAURANT OPERATIONS

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

        Total sales for the fiscal year ended April 30, 1999 were $13,687,000, a
decrease of $475,000 or 3.4% as compared to the year ended April 30, 1998. The
Registrant's Gladstone's 4 Fish restaurant is located on the beach in Pacific
Palisades, California and is dependent, to a certain extent, on favorable
weather and tourism. Gladstone's has a large outside deck overlooking the
Pacific ocean, which is a very popular destination, but is only open as weather
permits. Gladstone's 4 Fish revenues were adversely affected during the first
quarter of Fiscal 1999 by inclement weather and road closures resulting from the
"El Nino" storms. Additionally, during the Fourth Quarter of Fiscal 1999, the
Registrant commenced construction of improvements to Gladstone's, causing a
temporary reduction in seating capacity and a commensurate decrease in revenue.
The reduction in seating capacity will continue to impact Gladstone's revenues
until the improvements are completed. The Registrant anticipates substantial
completion of the improvements during July 1999.

        Total sales for the fiscal year ended April 30, 1998 were $14,162,000, a
decrease of $1,002,000 or 6.6% as compared to the year ended April 30, 1997.
Gladstone's 4 Fish sales experienced a significant decline during the fourth
quarter of Fiscal 1998 due to adverse weather and road closures caused by the
"El Nino" storms.


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        In May 1993, MCA Development, Inc.("MCAD") opened a Gladstone's 4 Fish
at its Citywalk project in Universal City, California pursuant to a license
agreement between the Registrant and a subsidiary of MCAD. License fees for the
fiscal years ended April 30, 1999, 1998 and 1997 were $71,000, $81,000 and
$78,000, respectively.


COST OF GOODS SOLD

        Cost of goods sold includes all food, beverages, liquor, direct labor
and other operating expenses, including rent, of the Registrant's restaurant
operations. Cost of goods sold was $11,928,000 in Fiscal 1999 as compared to
$12,371,000 in Fiscal 1998, a decrease of $443,000 or 3.5%. Cost of goods sold,
as a percentage of sales, for the fiscal year ended April 30, 1999 was 87.1%
compared to 87.4% for fiscal 1998 and 82.0% for fiscal 1997.

        The increase in cost of goods sold in Fiscal 1998 and Fiscal 1999, as
compared to Fiscal 1997, as a percentage of sales, is primarily due to an
increase in Gladstone's rent expense. Gladstone's rent expense for the fiscal
year ended April 30, 1999 was $1,728,000, as compared to $1,501,000 and
$1,116,000 for the fiscal years ended April 30, 1998 and 1997, respectively.
Rents required by Gladstone's Concession Agreement are substantially greater
than those associated with the prior agreement between Sea View and the County.
Minimum annual rent expense under the new Concession Agreement is $1,728,000.
The Registrant's concerted effort to reduce costs resulted in the decline in the
amount of cost of goods sold, as a percentage of sales, in Fiscal 1999, as
compared to Fiscal 1998.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

        Selling, general and administrative expense for the year ended April 30,
1999 decreased $739,000 or 43.6% as compared with the year ended April 30, 1998.
The decrease is due to the Registrant's continuing efforts to reduce such
expenses, as well as the non-recurrence of certain unusual expenses relating to
the execution of the new Concession Agreement for Gladstone's, including an
executive bonus of $370,000, financing costs of $131,000, and consulting fees of
$68,000 that were included in the results of operations for the year ended April
30, 1998.

        Selling, general and administrative expense for the year ended April 30,
1998 increased $583,000 or 52.4% as compared with the year ended April 30, 1997.
Such increase was primarily attributable to an incentive bonus arrangement,
approved by the board of directors, for two senior executives. The bonus was
contingent upon (i) the execution of a new concession agreement for Gladstone's
for a minimum of ten years, on terms acceptable to the board of directors and
(ii) the repayment in full of Sea View's debt obligations to Bank of America. As
of October 31, 1997, the two contingencies were satisfied and the bonuses were
earned. The Registrant recorded a bonus expense of $370,000 for the year ended
April 30, 1998, and the bonuses were paid in full as of July 15, 1998. The
Registrant also recorded an expense of $68,000 for consulting fees relating to
the execution of the new concession agreement for Gladstone's, and $131,000 of
financing costs attributable to the letter of credit and other financing
transactions. Additionally, the Registrant recorded an expense of $81,000 for
the cost of repairing a rock revetment to protect Gladstone's from the ocean
waves caused by the 1998 El Nino storms.

LEGAL AND LITIGATION SETTLEMENT

        Legal and litigation settlement expenses for the year ended April 30,
1999 decreased by $349,000, or 77.0% as compared with the year ended April 30,
1998. The decrease in such expenses is primarily due to the inclusion in the
operating results for the year ended


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<PAGE>   10
April 30, 1998 of legal expenses and settlement costs relating to a litigation
matter that was resolved that year. The remaining decrease is attributable to
the Registrant's utilization of in-house counsel for representation in certain
matters and management of external counsel in other matters.

        Legal and litigation settlement expenses for the year ended April 30,
1998 increased by $323,000, or 248.5% as compared with the year ended April 30,
1997. The increase is primarily due to legal expenses and settlement costs
involving an employment related litigation matter that was resolved in October
1997 (See Part II - Item 1 - Legal Proceedings in the Registrant's Form 10-Q for
the three months ended October 31, 1997). Additionally, the Registrant incurred
legal expenses associated with the negotiation of the new concession agreement
for Gladstone's. All costs related to the negotiation of such concession
agreement were expensed as incurred.

INTEREST EXPENSE

        For the year ended April 30, 1999, the Registrant recorded interest
expense of $303,000, net of interest income of $5,000, primarily relating to the
cost of maintaining the letter of credit required by the Concession Agreement
and to the cost of the Registrant's revolving line of credit.

        For the year ended April 30, 1998, the Registrant recorded interest
expense of $15,000, net of interest income of $19,000, primarily related to the
revolving line of credit. The balance of interest expense for fiscal year 1998
is related to a capital lease for certain restaurant equipment.

INCOME TAX PROVISION

        For the year ended April 30, 1999 and 1998, the Registrant recorded
income tax expense of $2,000 and $38,000, respectively.

IMPACT OF YEAR 2000

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

        The Registrant has purchased a new, Year 2000 compliant point of sale
system and related network hardware and software for its Gladstone's restaurant
and corporate offices. The Registrant has also initiated formal communications
with its significant suppliers and large customers to determine the extent to
which the Registrant's interface systems are vulnerable to those third parties'
failure to remediate their own year 2000 Issues. The Registrant presently
believes that with its new computer hardware, software, and ongoing upgrades of
certain software applications, the cost of which are not expected to be material
to the Registrant's results of operation or financial position, the Year 2000
Issue will not pose significant operational problems for its computer systems.
The Registrant anticipates completing the Year 2000 project prior to any
anticipated impact on its operating systems. However, if such modifications and
conversions are not made, or are not completed timely, the year 2000 Issue could
have a material adverse effect on the operations of the Registrant. Likewise,
there can be no assurance that the systems of other companies on which the


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<PAGE>   11
Registrant's systems rely will be timely converted and would not have a material
adverse effect on the Registrant.

LIQUIDITY AND CAPITAL RESOURCES

        Sea View and the County executed a 20-year Concession Agreement for
Gladstone's that commenced on November 1, 1997, following the expiration of its
prior agreement. The Concession Agreement was amended on February 9, 1999. The
terms of the Concession Agreement, as amended, require Sea View to post a
$2,000,000 letter of credit as a security deposit for rental payments due to the
County. In the event that rents are not paid when due, the County may draw upon
the letter of credit. The required amount of the letter of credit will be
reduced to an amount equal to three months minimum rent ($437,500) upon Sea
View's completion of required capital improvements and maintenance of certain
net worth levels. The agreement also requires that Sea View complete at least
$2,700,000 in renovations to the restaurant facility by August 9, 1999. The
failure by Sea View to maintain the letter of credit or complete the renovations
to Gladstone's in accordance with the Concession Agreement are events of default
under such Concession Agreement.

        The Registrant posted the letter of credit required by the Concession
Agreement by utilizing cash collateral provided by Overhead Partners, L.P.
("Overhead"), an entity affiliated with one of the Registrant's principal
shareholders and with a member of its board of directors. The collateral support
for the letter of credit has been extended through July 31, 1999. In
consideration of providing the cash collateral, the Registrant paid Overhead
$200,000 for the year ended April 30, 1999 and $80,000 for the period November
1, 1997 through April 30, 1998. In the event that any amounts are drawn down on
the letter of credit, such amounts will automatically convert into a debt
obligation of the Registrant, payable with interest ninety days (or earlier
under certain circumstances) from the date of such conversion.

        On March 30, 1999, the Registrant completed a private offering of
$1,800,000 of subordinated, convertible notes ("Subordinated Notes") to a
limited number of existing shareholders of the Registrant who are "accredited
investors" within the meaning of Regulation D promulgated under the Securities
Act of 1933, as amended. The proceeds of the offering were used to retire
existing indebtedness to Outside LLC, an entity affiliated with Overhead, and to
finance the renovations at Gladstone's. The Subordinated Notes are immediately
convertible into common stock of the Registrant at a rate of $1 per share, and
pay interest at 5% per annum. The Registrant may pay interest on the
Subordinated Notes in cash or in kind. The Subordinated Notes mature on March
30, 2003; provided, however, that the holders of the Subordinated Notes may
elect to receive payment for fifty percent of the principal of the outstanding
Subordinated Notes on March 30, 2002.

        The Registrant has entered into an agreement for tenant improvement and
equipment financing with Lyon Credit Corporation ("TI Facility"). The terms of
the agreement provide for the extension of up to $1,200,000 of credit, to be
repaid over a 5 year period with interest at the rate of the yield to maturity
of the five year Treasury Note plus 4 percent. This financing is secured by
certain tenant improvements and equipment. At April 30, 1999, the balance due
under the TI Facility was $822,000.

        On July 7, 1999, the Registrant entered into a one year, $500,000 line
of credit agreement with Santa Monica Bank. The terms of the agreement provide
for a commitment fee of 1/2%, and monthly payments of interest at prime plus
1%, with all interest and principal due on July 6, 2000. The agreement obligates
the Registrant to comply with certain financial covenants, and maintain a zero
balance on the line of credit for at least 60 consecutive days, at any time
during the term of the agreement. The line of credit is guaranteed by Sea

                                                                              11
<PAGE>   12
View and collateralized by certain assets of the Registrant, including the
license agreement for Gladstone's Universal. The line of credit will be used for
seasonal working capital needs.

        On November 24, 1997, Sea View entered into a one year, $1,000,000
unsecured line of credit agreement with Outside LLC. Interest of 10% was paid on
all amounts borrowed, as well as a commitment fee of 1.25% of the total line.
The line was guaranteed by the Registrant and was paid in full on March 30,
1999. The line was used by Sea View for seasonal working capital needs as well
as for certain renovations to Gladstone's.

        Capital expenditures for the year ended April 30, 1999 totaled
approximately $1,498,000. The Registrant believes that it possesses the
necessary capital resources to complete the renovations to Gladstone's required
by the Concession Agreement.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        Except for the historical information contained herein, certain
statements in this Form 10-K, including statements in this Item and in
"Business" are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievement of the Registrant, or industry
results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: the Registrant's completion of
required renovations to Gladstone's; the Registrant's ability to generate an
operating profit based on the terms of the Concession Agreement; the impact on
the Registrant of the Year 2000 Issue; that its principal source of cash is
funds generated from operations and outside financings; that restaurants
historically have represented a high risk investment in a very competitive
industry; general and local economic conditions, which can, among other things,
impact tourism, consumer spending and restaurant revenues; weather and natural
disasters, such as earthquakes and fires, which can impact sales at the
Registrant's restaurants; quality of management; changes in, or the failure to
comply with, governmental regulations; unexpected increases in the cost of key
food products, labor and other operating expenses in connection with the
Registrant's business; and other factors referenced in this Form 10-K and the
Registrant's other filings with the SEC.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                Not Applicable

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       CALIFORNIA BEACH RESTAURANTS, INC.

                          INDEX TO FINANCIAL STATEMENTS

                                                                       Page

        Report of Independent Auditors                                  16

        Consolidated Balance Sheets - April 30, 1999 and 1998           17

        Consolidated Statements of Operations for each of the three
          years in the period ended April 30, 1999                      19




                                                                              12
<PAGE>   13
        Consolidated Statements of Stockholders' Equity (Deficit)  for
          each of the three years in the period ended April 30, 1999    19

        Consolidated Statements of Cash Flows for each of the
          three years in the period ended April 30, 1999                20

        Notes to Consolidated Financial Statements                      22


        All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.


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

                None

PART III


ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


        Information concerning directors and executive officers is incorporated
herein by reference from the sections entitled "Election of Directors" and
"Section 16(a) Beneficial Ownership Reporting Compliance" in the Registrant's
1999 Proxy Statement, or if such Proxy Statement is not filed within 120 days of
the Registrant's fiscal year end, such information will be included in an
amendment to this Form 10-K filed within such timeframe.


ITEM 11 EXECUTIVE COMPENSATION


        Information concerning executive compensation is incorporated herein by
reference from the section entitled "Executive Compensation" in the Registrant's
1999 Proxy Statement, or if such Proxy Statement is not filed within 120 days of
the Registrant's fiscal year end, such information will be included in an
amendment to this Form 10-K filed within such timeframe.


ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        Information concerning security ownership of certain beneficial owners
and management is incorporated herein by reference from the section entitled
"Security Ownership of Certain Beneficial Owners and Management" in the
Registrant's 1999 Proxy Statement, or if such Proxy Statement is not filed
within 120 days of the Registrant's fiscal year end, such information will be
included in an amendment to this Form 10-K filed within such timeframe.

ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


                                                                              13
<PAGE>   14
        Information concerning certain relationships and related transactions is
incorporated herein by reference from the section entitled "Certain
Relationships and Related Transactions" in the Registrant's 1999 Proxy
Statement, or if such Proxy Statement is not filed within 120 days of the
Registrant's fiscal year end, such information will be included in an amendment
to this Form 10-K filed within such timeframe.


PART IV

ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) (1) Financial Statements
<TABLE>
<CAPTION>
                                                                             Page No.
                                                                             --------
<S>                                                                          <C>

        Report  of Independent Auditors                                         16

        Consolidated Balance Sheets - April 30, 1999 and 1998                   17

        Consolidated Statements of Operations for each of the three years
          in the period ended April 30, 1999                                    19

        Consolidated Statements of Stockholders' Equity (Deficit) for
          each of the three years in the period ended April 30, 1999            20

        Consolidated Statements of Cash Flows for each of the three years
          in the period ended April 30, 1999                                    21

        Notes to Consolidated Financial Statements                              22
</TABLE>

    (2) Financial Statement Schedule

               All schedules for which provision is made in the applicable
        accounting regulations of the Securities and Exchange Commission are not
        required under the related instructions or are inapplicable and,
        therefore, have been omitted.

    (3) Exhibits

                The exhibits listed on the accompanying Index to Exhibits are
        filed as part of this Annual Report on Form 10-K.

(b)     Reports on Form 8-K

                A Form 8-K was filed on May 7, 1999 under Item 5 to report the
        Registrant's March 30, 1999 announcement that it had completed a private
        offering of notes convertible into the Registrant's common stock, and
        tenant improvement and equipment financing.

(c)     Exhibits
        All exhibits required by Item 601 are listed on the accompanying Index
        to Exhibits described in (a) (3) above.


                                                                              14
<PAGE>   15
(d)     Financial Statement Schedules
        All of the financial statement schedules which are required by the
        regulations of the Securities and Exchange Commission are either
        inapplicable or are included as part of Item 8 herein.


                                                                              15
<PAGE>   16
                         REPORT OF INDEPENDENT AUDITORS





Board of Directors
California Beach Restaurants, Inc.



We have audited the accompanying consolidated balance sheets of California Beach
Restaurants, Inc. and subsidiaries as of April 30, 1999 and 1998, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended April 30, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
California Beach Restaurants, Inc. and subsidiaries at April 30, 1999 and 1998,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended April 30, 1999, in conformity with
generally accepted accounting principles.




                                               ERNST & YOUNG LLP



Los Angeles, California
June 18, 1999


                                                                              16
<PAGE>   17
               California Beach Restaurants, Inc. and Subsidiaries

                           Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                         APRIL 30
                                                                  1999              1998
                                                              ------------------------------
<S>                                                           <C>               <C>

ASSETS
Current assets:
  Cash and cash equivalents                                   $  1,018,000      $    252,000
  Trade and other receivables                                       50,000            39,000
  Inventories                                                      211,000           162,000
  Prepaid expenses                                                 310,000           321,000
                                                              ------------------------------
Total current assets                                             1,589,000           774,000

Fixed assets, net of accumulated depreciation
  and amortization                                               2,083,000           946,000

Other assets:
  Goodwill, net of accumulated amortization of
    $6,010,000 (1999) and $5,298,000 (1998)                        714,000         1,427,000
  Other                                                            190,000           174,000
                                                              ------------------------------
Total assets                                                  $  4,576,000      $  3,321,000
                                                              ==============================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                            $    287,000      $    568,000
  Accrued liabilities                                            1,021,000           895,000
  Current portion of note payable                                  123,000                --
  Revolving line of credit - related party                              --           700,000
                                                              ------------------------------
Total current liabilities                                        1,431,000         2,163,000

Note payable, less current portion                                 699,000                --
Subordinated convertible notes                                   1,800,000                --
Deferred rent                                                      405,000           207,000
Other liabilities                                                  137,000           167,000

Stockholders' equity (deficit):
  Common stock, $.01 par value, authorized 25,000,000
    shares, issued and outstanding 3,401,000 shares at
    April 30, 1999 and 1998                                         34,000            34,000
  Preferred stock, no par value, authorized 1,818,755
    shares, none issued and outstanding at April 30,                    --                --
    1999 and 1998
  Additional paid-in capital                                    13,175,000        13,175,000
  Accumulated deficit                                          (13,105,000)      (12,425,000)
                                                              ------------------------------
Total stockholders' equity                                         104,000           784,000
                                                              ------------------------------
Total liabilities and stockholders' equity                    $  4,576,000      $  3,321,000
                                                              ==============================
</TABLE>


See accompanying notes.


                                                                              17
<PAGE>   18
               California Beach Restaurants, Inc. and Subsidiaries

                      Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                                        YEAR ENDED APRIL 30
                                              1999              1998              1997
                                          ------------------------------------------------
<S>                                       <C>               <C>               <C>
Sales                                     $ 13,687,000      $ 14,162,000      $ 15,164,000

Costs and expenses:
  Cost of goods sold                        11,928,000        12,371,000        12,438,000
  Selling, general and administrative          956,000         1,696,000         1,113,000
  Legal and litigation settlement              104,000           453,000           130,000
  Depreciation                                 362,000           299,000           445,000
                                          ------------------------------------------------
                                               337,000          (657,000)        1,038,000
Other income (expenses):
  Interest expense, net                       (303,000)          (15,000)           (2,000)
  Amortization of intangible assets           (712,000)         (714,000)         (718,000)
  Other, net                                        --             4,000            30,000
                                          ------------------------------------------------
Income (loss) before income taxes             (678,000)       (1,382,000)          348,000

Income tax provision                             2,000            38,000            21,000
                                          ------------------------------------------------
Net income (loss)                         $   (680,000)     $ (1,420,000)     $    327,000
                                          ================================================

Net income (loss) per common share:
  Basic                                   $       (.20)     $       (.42)     $        .10
                                          ================================================
  Diluted                                 $       (.20)     $       (.42)     $        .10
                                          ================================================

Weighted average shares outstanding:
  Basic                                      3,401,000         3,401,000         3,401,000
  Diluted                                    3,401,000         3,401,000         3,401,000
</TABLE>


See accompanying notes.


                                                                              19
<PAGE>   19
               California Beach Restaurants, Inc. and Subsidiaries

                 Consolidated Statements of Stockholders' Equity


<TABLE>
<CAPTION>
                                                      Additional
                                Common Stock           Paid-in       Accumulated
                            Shares       Amount        Capital         Deficit         Total
                           ----------------------------------------------------------------------
<S>                        <C>          <C>          <C>             <C>             <C>
Balance at May 1, 1996     3,401,000    $  34,000    $ 13,175,000    $(11,332,000)   $ 1,877,000
  Net income                      --           --              --         327,000        327,000
                           ----------------------------------------------------------------------
Balance at April 30, 1997  3,401,000       34,000      13,175,000     (11,005,000)     2,204,000
  Net loss                        --           --              --      (1,420,000)    (1,420,000)
                           ----------------------------------------------------------------------
Balance at April 30, 1998  3,401,000       34,000      13,175,000     (12,425,000)       784,000
  Net loss                        --           --              --        (680,000)      (680,000)
                           ----------------------------------------------------------------------
Balance at April 30, 1999  3,401,000    $  34,000    $ 13,175,000    $(13,105,000)   $   104,000
                           ======================================================================
</TABLE>


See accompanying notes.


                                                                              20
<PAGE>   20
               California Beach Restaurants, Inc. and Subsidiaries

                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                           YEAR ENDED APRIL 30
                                                   1999             1998             1997
                                               ---------------------------------------------
<S>                                            <C>              <C>              <C>
OPERATING ACTIVITIES
Net income (loss)                              $  (680,000)     $(1,420,000)     $   327,000
Adjustments to reconcile net income (loss)
  to cash provided by operations:
    Depreciation and amortization                1,074,000        1,013,000        1,163,000
    Loss on retirement of fixed assets                  --           34,000               --
    Changes in operating assets and
      liabilities:
      Restricted cash                                   --          475,000           25,000
      Trade and other receivables                  (11,000)          12,000          (24,000)
      Inventories                                  (49,000)         124,000          (25,000)
      Prepaid expenses                              11,000          (87,000)         (31,000)
      Accounts payable                            (281,000)        (105,000)         (24,000)
      Accrued liabilities                          126,000          182,000          (57,000)
      Deferred rent                                198,000          207,000               --
      Other liabilities                            (30,000)         167,000               --
                                               ---------------------------------------------
Cash provided by operations                        358,000          602,000        1,354,000

INVESTING ACTIVITIES
(Increase) decrease in other assets                (16,000)          16,000          (14,000)
Additions to fixed assets                       (1,498,000)        (204,000)        (110,000)
                                               ---------------------------------------------
Net cash used in investing activities           (1,514,000)        (188,000)        (124,000)

FINANCING ACTIVITIES
Borrowings from subordinated notes
  and note payable                               2,622,000               --               --
Principal payments on borrowings                        --       (1,488,000)      (1,228,000)
Borrowings from related party                      300,000          700,000               --
Payment to related party                        (1,000,000)              --               --
                                               ---------------------------------------------
Net cash provided by (used in)
  financing activities                           1,922,000         (788,000)      (1,228,000)
                                               ---------------------------------------------
Net increase (decrease) in cash                    766,000         (374,000)           2,000
Cash at beginning of year                          252,000          626,000          624,000
                                               =============================================
Cash at end of year                            $ 1,018,000      $   252,000      $   626,000
                                               =============================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION
  Cash paid during the year for:
    Interest                                   $   292,000      $    22,000      $     2,000
    Income taxes                               $     2,000      $     7,000      $    30,000
</TABLE>


See accompanying notes.


                                                                              21
<PAGE>   21
               California Beach Restaurants, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                                 April 30, 1999


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

The Registrant has operations in a single business segment, the ownership and
management of two restaurants, Gladstone's 4 Fish and RJ's - Beverly Hills.

FISCAL YEAR

The Registrant's restaurant operations are conducted through its wholly owned
subsidiary, Sea View Restaurants, Inc. (Sea View). Sea View's fiscal year is the
52 or 53 week period ending on the Thursday closest to April 30. The fiscal
years ended on April 29, April 30 and May 1 for fiscal years 1999, 1998 and
1997, respectively, and each contained 52 weeks.

CONSOLIDATION

The consolidated financial statements of California Beach Restaurants, Inc. and
subsidiaries include the accounts of the Registrant and its wholly owned
subsidiaries. All material intercompany accounts and transactions have been
eliminated in consolidation.

INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined
principally by the first-in, first-out method. Inventories consist primarily of
food, beverages and other restaurant supplies.

LONG-LIVED ASSETS

The Registrant accounts for the impairment and disposition of long-lived assets
in accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of." SFAS No. 121 requires an
entity to review long-lived assets and certain identifiable intangibles whenever
events or changes in circumstances indicate the carrying amount of an asset may
not be recoverable. Impairment losses are recognized when the carrying amount of
the asset exceeds the estimated fair value of the asset. At April 30, 1999 and
1998, the Registrant believes there has been no impairment of the value of such
assets.


                                                                              22
<PAGE>   22
               California Beach Restaurants, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                                 April 30, 1999


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FIXED ASSETS

Fixed assets are stated at cost. Depreciation on furniture and equipment is
computed by the straight-line method using lives ranging from 3 to 8 years.
Leasehold improvements are amortized over the remaining terms of the leases
(including options expected to be exercised) or the estimated lives of the
improvements, principally 7 years, whichever is less.

GOODWILL

Goodwill is stated at cost and is being amortized using the straight-line method
over 10 years. The remaining amortization period will result in future annual
amortization expense of approximately $714,000 in fiscal 2000.

INCOME TAXES

The Registrant uses the liability method of accounting for income taxes pursuant
to Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes."

ADVERTISING COSTS

The Registrant expenses advertising costs as such costs are incurred.

STOCK-BASED COMPENSATION

The Registrant accounts for stock-based awards to employees using the intrinsic
value-based method prescribed by Accounting Principles Board (APB) No. 25,
"Accounting for Stock Issued to Employees and Related Interpretations."

NET INCOME (LOSS) PER SHARE

Net income (loss) per share has been computed in accordance with SFAS No. 128,
"Earnings per Share."

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial statements and
accompanying notes. Actual results could differ from those estimates.


                                                                              23
<PAGE>   23
               California Beach Restaurants, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                                 April 30, 1999


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECLASSIFICATIONS

Certain amounts have been reclassified in the fiscal 1998 and fiscal 1997
financial statements to conform to the Registrant's 1999 presentation.

2. FIXED ASSETS

Details of fixed assets are listed below:

<TABLE>
<CAPTION>
                                                            APRIL 30
                                                       1999          1998
                                                   --------------------------
<S>                                                <C>           <C>
Construction in progress                           $ 1,507,000   $    74,000
Leasehold improvements                               2,737,000     2,732,000
Furniture and equipment                              1,031,000     1,003,000
                                                   --------------------------
                                                     5,275,000     3,809,000
Less accumulated depreciation and amortization      (3,192,000)   (2,863,000)
                                                   --------------------------
                                                   $ 2,083,000   $   946,000
                                                   ==========================
</TABLE>

3. REVOLVING LINE OF CREDIT - RELATED PARTY

On November 24, 1997, Sea View entered into a one-year, $1,000,000 unsecured
line of credit agreement with Outside LLC, an entity affiliated with one of the
Registrant's principal stockholders and with a member of its board of directors.
This agreement provided for interest of 10% on all amounts borrowed, required a
commitment fee of 1.25% of the total line and was guaranteed by the Registrant.
The line of credit expiration date was extended until March 31, 1999 and was
paid off from proceeds of a private placement. Interest expense associated with
The Agreement totaled $61,000 and $22,000 for Fiscal Year 1999 and 1998,
respectively.

4. DEBT

        On March 30, 1999, the Registrant completed a $1,800,000 private
offering of subordinated convertible notes due March 25, 2003 (Subordinated
Notes). The Subordinated Notes were sold to certain existing stockholders. The
Subordinated Notes bear interest at 5% per annum and are immediately convertible
into common stock of the Registrant at a rate of $1 per share. Interest is
payable in cash or in kind. The Subordinated Notes mature on March 30, 2003;
provided,


                                                                              24
<PAGE>   24
               California Beach Restaurants, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                                 April 30, 1999


4. DEBT (CONTINUED)

however, that the holders of the Subordinated Notes may elect to receive payment
for fifty percent of the outstanding principal of the Subordinated Notes on
March 30, 2002. The table below reflects the full exercise of said election by
the holders of the Subordinated Notes. The Subordinated Notes agreements limit
indebtedness for borrowed money of the Registrant in excess of $4,000,000 until
the Subordinated Notes are fully paid or converted.

In addition, the Registrant entered into an agreement for tenant improvement and
equipment financing with Lyon Credit Corporation for up to $1,200,000 in credit.
The financing is to be repaid over a five year period with interest at the rate
of yield to maturity of the five year Treasury Note plus 4%. The financing is
secured by certain tenant improvements and equipment. A total of $822,000 was
outstanding under this financing as of April 30, 1999.

Maturities under existing financing agreements are as follows:

<TABLE>
<CAPTION>
       YEAR                                                          AMOUNT
       ----                                                       ------------
<S>                                                               <C>
       2000                                                       $    123,000
       2001                                                            164,000
       2002                                                          1,064,000
       2003                                                          1,064,000
       2004                                                            164,000
       Thereafter                                                       43,000
                                                                  ------------
                                                                  $  2,622,000
                                                                  ============
</TABLE>


                                                                              25
<PAGE>   25
               California Beach Restaurants, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                                 April 30, 1999


5. INCOME TAXES

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                                               YEAR ENDED APRIL 30
                                        1999           1998          1997
                                    -----------------------------------------
<S>                                 <C>            <C>           <C>
Current:
  Federal                           $        --    $    26,000   $     2,000
  State                                   2,000         12,000        19,000
                                    -----------------------------------------
                                    $     2,000    $    38,000   $    21,000
                                    =========================================

Deferred:
  Federal                           $        --    $        --   $        --
  State                                      --             --            --
                                    -----------------------------------------
                                    $        --    $        --   $        --
                                    =========================================
</TABLE>

As of April 30, 1999, the Registrant has available for federal income tax
purposes net operating loss carryovers available to offset certain future
taxable income of approximately $4,439,000 and state net operating loss
carryovers of approximately $1,433,000 which expire at various dates from 2000
through 2011.

As a result of changes in control in prior years, net operating losses of
$4,066,000 that expire through 2010 are subject to certain restrictions which
limit their future use to approximately $277,000 per year. As a result of this
limitation, approximately $742,000 of these net operating loss carryforwards may
expire without any utilization.


                                                                              26
<PAGE>   26
               California Beach Restaurants, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                                 April 30, 1999


5. INCOME TAXES (CONTINUED)

The effective income tax rate on income (loss) varied from the statutory federal
income tax rate as follows:

<TABLE>
<CAPTION>
                                         1999           1998          1997
                                    -----------------------------------------
<S>                                 <C>             <C>            <C>
Statutory federal rate                 (34.0)%        (34.0)%        35.0%
Increase (decrease):
  State income taxes, net of
    federal tax benefit                   .2             .1           5.5
  Reduction in valuation reserve as
    a result of the utilization of
    net operating loss                    --             --         (35.0)
    carryforwards
  Alternative Minimum Tax                 --             --            .5
  Operating losses which resulted
    in no current federal tax           33.8           34.0            --
    benefit
                                    -----------------------------------------
Effective income tax rate                 --%            .1%          6.0%
                                    =========================================
</TABLE>

As of April 30, 1999 and 1998, the tax effect of the net operating loss
carryforwards and net deferred tax assets, for which a 100% valuation allowance
has been provided and which have not been recognized in the Registrant's
financial statements, is as follows:

<TABLE>
<CAPTION>
                                                       1999          1998
                                                   --------------------------
<S>                                                <C>           <C>
Depreciation and amortization                      $ 2,803,000   $ 2,182,000
Nondeductible accruals                                  55,000        54,000
Net operating loss carryforwards                     1,636,000     1,708,000
                                                   --------------------------
Total deferred assets                                4,494,000     3,944,000
Less valuation allowance                            (4,494,000)   (3,944,000)
                                                   --------------------------
Net deferred assets                                $        --   $        --
                                                   ==========================
</TABLE>


                                                                              27
<PAGE>   27
               California Beach Restaurants, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                                 April 30, 1999


6. STOCKHOLDERS' EQUITY

STOCK OPTIONS

The Omnibus Stock Plan, which received stockholder approval in April 1995,
provides for the issuance of a maximum of 1,000,000 shares of common stock. The
plan provides for the issuance of stock options, stock appreciation rights,
restricted stock and other awards to participants as selected by the Stock Plan
Committee of the board of directors, which administers the plan. Options granted
pursuant to this plan have expiration dates which do not exceed 10 years from
the date of grant.

The Registrant has elected to follow Accounting Principles Board Opinion (APB)
No. 25, "Accounting for Stock Issued to Employees," and related interpretations
in accounting for its employee stock options because, as discussed below, the
alternative fair value accounting provided for under SFAS No. 123, "Accounting
for Stock-Based Compensation," requires use of option valuation models that were
not developed for use in valuing employee stock options. Under APB No. 25, when
the exercise price of the Registrant's employee stock options equals the market
price of the underlying stock on the date of grant, no compensation expense is
recognized.

Pro forma information regarding net income (loss) and earnings (loss) per share
is required by SFAS 123, and has been determined as if the Registrant had
accounted for its employee stock options under the fair value method of that
statement. The fair value for these options was estimated at the date of grant
using a Black-Scholes option pricing model with the following weighted average
assumptions: weighted-average risk-free interest rate of 6% for 1999, 1998 and
1997, dividend yields of 0% for 1999, 1998 and 1997, weighted-average volatility
factors of the expected market price of the Registrant's common stock of .001;
and a weighted-average expected life of the option of five years. There have
been no posted bid prices for the Registrant's common stock since 1995. The
amortization of the fair value of options granted was immaterial for 1999, 1998
and 1997.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Registrant's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimates, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.


                                                                              28
<PAGE>   28
               California Beach Restaurants, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                                 April 30, 1999


6. STOCKHOLDERS' EQUITY (CONTINUED)

STOCK OPTIONS (CONTINUED)

The following schedule summarizes the changes in stock options for the three
years ended April 30, 1999 under the plans:

<TABLE>
<CAPTION>
                                 NUMBER OF      EXERCISE     WEIGHTED AVERAGE
                                  OPTIONS         PRICE       EXERCISE PRICE
                                 --------------------------------------------
<S>                              <C>            <C>          <C>
Outstanding at April 30, 1996      579,500        $.83              $.83
  Granted                               --          --                --
  Canceled                         (40,500)        .83               .83
  Exercised                             --          --                --
                                 --------------------------------------------
Outstanding at April 30, 1997      539,000         .83               .83
  Granted                           48,000         .83               .83
  Canceled                         (15,000)        .83               .83
  Exercised                             --          --                --
                                 --------------------------------------------
Outstanding at April 30, 1998      572,000         .83               .83
  Granted                               --          --                --
  Canceled                        (135,000)        .83               .83
  Exercised                             --          --                --
                                 --------------------------------------------
Outstanding at April 30, 1999      437,000         .83               .83
                                 ==========
Exercisable at April 30, 1999      421,300
                                 ==========
</TABLE>

The weighted average remaining contractual life of these options is six years.

Pursuant to an existing Registration Rights Agreement, if the Registrant
registers any class of equity security under the Securities Act of 1933, certain
investors with a certain minimum number of shares of the Registrant's common
stock, individually or in aggregate, can request that their shares be included
in such registration.

7. EARNINGS PER SHARE

In February 1997, SFAS No. 128 "Earnings Per Share," was issued, establishing
standards for computing and presenting earnings per share for publicly held
common stock or potential common stock. SFAS No. 128 supersedes the standards
for computing earnings per share previously found in APB No. 15, "Earnings Per
Share," and simplifies


                                                                              29
<PAGE>   29
               California Beach Restaurants, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                                 April 30, 1999


7. EARNINGS PER SHARE (CONTINUED)

the standards for computing earnings per share. In addition, SFAS No. 128
replaces the presentation of basic and diluted earnings per share on the face of
the income statement for all entities with complex capital structures and
requires a reconciliation of the numerator and denominator of the basic earnings
per share computation to the numerator and denominator of the diluted earning
per share computation. All periods presented reflect the adoption of SFAS No.
128. The impact on amounts previously reported was not material.

A reconciliation of the numerator and denominator of basic earnings per share
and diluted earnings per share is as follows:

<TABLE>
<CAPTION>
                                                                  YEAR ENDED APRIL 30
                                                         1999             1998             1997
                                                     ---------------------------------------------
<S>                                                  <C>              <C>              <C>
Basic net income (loss) per share computation:
    Numerator                                        $  (680,000)     $(1,420,000)     $   327,000
    Denominator:
      Weighted average common shares outstanding       3,401,000        3,401,000        3,401,000
                                                     ---------------------------------------------
    Total shares                                       3,401,000        3,401,000        3,401,000
                                                     ---------------------------------------------
    Basic net income (loss) per share                $      (.20)     $      (.42)     $       .10
                                                     =============================================

Diluted net income (loss) per share computation:
    Numerator                                        $  (680,000)     $(1,420,000)     $   327,000
    Denominator:
      Weighted average common shares outstanding       3,401,000        3,401,000        3,401,000
    Incremental shares from assumed conversion
      of convertible notes                                    --               --               --
                                                     ---------------------------------------------
    Total shares                                       3,401,000        3,401,000        3,401,000
                                                     ---------------------------------------------
    Diluted net income (loss) per share computation: $      (.20)     $      (.42)     $       .10
                                                     =============================================
</TABLE>


                                                                              30
<PAGE>   30
               California Beach Restaurants, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                                 April 30, 1999


8. COMMITMENTS AND CONTINGENCIES

LEASES

The Registrant leases restaurant and office facilities under various
noncancelable operating leases with remaining terms ranging from one to twenty
years. The terms of certain of the leases require additional rental payments
based on a percentage of the restaurants' sales in excess of a minimum amount.
Total amounts charged to rent expense under the Registrant's operating leases
for the three years ended April 30, 1999 are summarized below:

<TABLE>
<CAPTION>
                                        1999           1998          1997
                                    ----------------------------------------
<S>                                 <C>            <C>           <C>
Restaurants:
  Fixed minimum rentals             $ 1,851,000    $ 1,256,000   $   630,000
  Percentage rentals                         --        383,000       636,000
Other fixed minimum rentals              61,000         53,000        70,000
                                    ----------------------------------------
Total                               $ 1,912,000    $ 1,692,000   $ 1,336,000
                                    ========================================
</TABLE>

On November 1, 1997, Sea View and the County of Los Angeles (County) executed a
new 20-year concession agreement. The previous agreement expired on October 31,
1997. The agreement, as amended February 9, 1999, includes minimum annual rent
payments of $1,750,000, an increase of approximately $600,000 over rents paid in
fiscal 1997. Percentage rents based on 10% of food sales and 12% of the sales of
alcoholic beverages, merchandise and parking lot revenues will be payable to the
extent that percentage rents exceed the minimum annual rent. In addition, the
agreement requires an annual supplemental rent payment of $15,000 plus 1% of
Gladstone's annual gross revenue in excess of $14,000,000. The agreement further
requires the expenditure of at least $2,700,000 for renovations to the
restaurant facility by August 9, 1999. During the first two years of the
agreement, minimum annual rent is reduced by $218,750 per year. Minimum annual
rent will be adjusted every three years to 75% of average total rent paid per
year for the prior three years, but in no event less than the current minimum
rent. Minimum and percentage rent will be adjusted to fair market rental value
after 10 years to the extent fair market rental value exceeds minimum and
percentage rents.


                                                                              31
<PAGE>   31
               California Beach Restaurants, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                                 April 30, 1999


8. COMMITMENTS AND CONTINGENCIES (CONTINUED)

LEASES (CONTINUED)

The amended agreement also requires Sea View to post a $2,000,000 letter of
credit in favor of the County, as a security deposit. The County may draw upon
the letter of credit if Sea View fails to pay rent as it comes due. The required
amount of the letter of credit will be reduced to an amount equal to three
months minimum rent ($437,500) upon Sea View's satisfaction of certain
conditions, including completion of the required capital improvements and
maintenance of certain net worth levels, as defined.

The Registrant posted the letter of credit, required by the concession agreement
by utilizing cash collateral provided by Overhead Partners, L.P. (Overhead), an
entity affiliated with one of the Registrant's principal stockholders and with a
member of its board of directors. The collateral support for the letter of
credit has been extended to July 31, 1999. In consideration of providing the
cash collateral, the Registrant paid Overhead $80,000 for the period November 1,
1997 through April 30, 1998, and $200,000 for the period beginning May 1, 1998
through April 30, 1999. The cost of maintaining the letter of credit is $16,667
per month. In the event that any amounts are drawn down on the letter of credit,
such amounts will automatically convert into a debt obligation of the Company,
payable with interest 90 days (or earlier under certain circumstances) from the
date of such conversion.

The agreement also provides, in certain circumstances, approval rights to the
County in the event transactions constituting a Change in Ownership or Financing
Event, as such terms are defined in the agreement, occur. These provisions may
adversely affect the Registrant's ability to engage in such transactions.

The parking lot for the Registrant's Gladstone's 4 Fish restaurant is operated
by a parking operator pursuant to a management agreement whereby the Registrant
pays a monthly fee for the operation of the parking facility. The Registrant
receives all revenues and pays all operating expenses under this arrangement.
During fiscal 1999, 1998 and 1997, the Registrant received $185,000, $146,000
and $151,000, respectively, pursuant to this arrangement, net of all expenses
(except rent). These amounts have been recorded as a reduction to cost of goods
sold.


                                                                              32
<PAGE>   32
               California Beach Restaurants, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements

                                 April 30, 1999


8. COMMITMENTS AND CONTINGENCIES (CONTINUED)

LEASES (CONTINUED)

Aggregate minimum annual rental commitments at April 30, 1999 were as follows:

<TABLE>
<CAPTION>
Year Ending April 30,
<S>                                                             <C>
       2000                                                     $  1,946,000
       2001                                                        1,947,000
       2002                                                        1,948,000
       2003                                                        1,924,000
       2004                                                        1,906,000
                                                                ------------
       Thereafter                                                 23,730,000
                                                                ------------
                                                                $ 33,401,000
                                                                ============
</TABLE>

EMPLOYMENT AGREEMENTS

Effective November 4, 1997, the Registrant entered into an employment agreement
with the Registrant's Chief Executive Officer. The agreement sets forth certain
of the terms of employment, including the right to receive 12 months of salary
as severance pay upon (i) termination of employment without cause (as defined in
the agreements) or (ii) resignation for good reason (as defined in the
agreements). The term of the agreement is three years and provides for a current
base salary of $214,000 subject to annual cost of living adjustments.

LITIGATION

The Registrant is involved in litigation and threatened litigation arising in
the ordinary course of business. However, it is the opinion of management that
these actions, when finally concluded, will not have a material adverse effect
upon the financial position, results of operations or cash flows of the
Registrant.


                                                                              33
<PAGE>   33
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Los Angeles, in the
State of California, on July 15, 1999.

                             California Beach Restaurants, Inc.

                             By:    Alan Redhead
                                    --------------------------------------------
                                    Alan Redhead, Chief Executive Officer

                                    Samuel E. Chilakos
                                    --------------------------------------------
                                    Samuel E. Chilakos, Chief Financial Officer

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, this report has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                           Title                                 Date
---------                           -----                                 ----
<S>                                 <C>                                   <C>

Alan Redhead                        Chairman of the Board,Chief           July 15, 1999
-----------------------------       Executive Officer and Director
Alan Redhead                        (Principal Executive Officer)


Samuel E. Chilakos                  Vice President-Finance                July 15, 1999
-----------------------------       Chief Financial Officer and
Samuel E. Chilakos                  Secretary (Principal Financial
                                    and Accounting Officer)


J. Christopher Lewis                Director                              July 15, 1999
-----------------------------
J. Christopher Lewis


Jefferson W. Asher, Jr.             Director                              July 15, 1999
-----------------------------
Jefferson W. Asher, Jr.


Richard P. Bermingham               Director                              July 15, 1999
-----------------------------
Richard P. Bermingham


Robert L. Morrison                  Director                              July 15, 1999
-----------------------------
Robert L. Morrison
</TABLE>


                                                                              34
<PAGE>   34
INDEX TO EXHIBITS

                                  Item 14(a)3


<TABLE>
<CAPTION>
ITEM                                                                                 METHOD OF
NUMBER         DESCRIPTION                                                             FILING
------         -----------                                                           ---------
<S>            <C>                                                                   <C>

  3.1          Restated Articles of Incorporation of California Beach
               Restaurants, Inc., as amended to date, including Certificate of
               Determination of Rights and Preferences of Series A Convertible
               Preferred Stock(15)

  3.2          By-Laws, as amended to-date(15)

10.10          Registration Rights Agreement dated as of March 30, 1990
               between I.H.V. Corp., Robert J. Morris, Richard S. Stevens,
               California Beach Capital, Inc. and certain investors.(4)

10.13          Amended and Restated Concession Agreement No. 31923
               for Will Rogers State Beach Park Restaurant dated April 2, 1981,
               as amended (Gladstone's restaurant lease).(5)

10.14          Concession Agreement No. 45334 for the Operation and
               Maintenance of Parking Lot 4 at Will Rogers State Beach Park
               dated August 23, 1983, as amended (Gladstone's
               parking lot  lease).(5)

10.18          Amendment to Registration Rights Agreement dated as of February
               25, 1991 among Registrant, California Beach Capital, Inc., Robert
               J. Morris, Richard S. Stevens, Sand and Sea Partners, Sea Fair
               Partners, W.R. Grace & Co., Eli Broad, Cushman/Sea View Partners
               and Cushman K/Sea View Partners.(19)

10.24          License Agreement, dated April 21, 1992, between Sea View
               Restaurants, Inc. and MCA Development Venture Two.(9)

10.26          Indemnification agreement dated as of October 7, 1992 between the
               Registrant and Alan Redhead(10)

10.27          Indemnification agreement dated as of October 7, 1992 between the
               Registrant and Mark E. Segal(10)

10.28          Indemnification agreement dated as of October 7, 1992 between the
               Registrant and J. Christopher Lewis(10)

10.30          Indemnification agreement dated November 23, 1992 between the
               Registrant and Jefferson W. Asher, Jr.(10)

10.31          Amendment number 6 to concession agreement number 31923 for Will
               Rogers State Beach Park Restaurant(10)

10.32          Executive employment agreement dated as of May 21, 1993 between
               the Registrant and Alan Redhead(10)*
</TABLE>


                                                                              35
<PAGE>   35
<TABLE>
<S>            <C>                                                                   <C>
10.33          Executive employment agreement dated as of May 21, 1993 between
               the Registrant and Mark E. Segal(10)*

10.40          Amended and Restated Loan Agreement dated as of December 22,1994
               between Sea View Restaurants, Inc. and Bank of America NT &SA(13)

10.41          Guarantor Confirmation and Amendment dated December 22, 1994
               between California Beach Restaurants, Inc. and Bank of America NT
               & SA(13)

10.42          Stock Purchase Agreement dated December 22, 1994 between
               California Beach Restaurants, Inc. and Bank of America NT &
               SA(13)

10.43          Shareholders and Noteholders Agreement dated as of December 22,
               1994 among Sand and Sea Partners, Sea Fair Partners and Bank of
               America NT & SA(13)

10.45          Securities Purchase Agreement dated December 22, 1994 between
               California Beach Restaurants, Inc. and the purchasers named
               therein(13)

10.47          California Beach Restaurants, Inc. Omnibus Stock Plan(19)*

10.49          Amended and Restated lease for RJ's dated January 1, 1995(15)

10.50          Stock Option Agreement between the Registrant and Alan Redhead
               dated March 13, 1995(15)*

10.51          Stock Option Agreement between the Registrant and Mark E. Segal
               dated March 13, 1995(15)*

10.52          Stock Option Agreement between the Registrant and Jefferson W.
               Asher, Jr. dated March 13, 1995(15)*

10.53          First Amendment to Amended and Restated Loan Agreement dated as
               of August 1, 1995, between Sea View Restaurants, Inc. and Bank of
               America NT & SA(16)

10.54          Amendment to Stock Purchase Agreement dated as of August 1, 1995
               between the Registrant and Bank of America NT & SA(16)

10.55          Amendment No. 1 to executive employment agreement of Mark E.
               Segal, dated April 30, 1996(17)*

10.56          Commitment Letter - Finova Capital Corporation re: $3,000,000
               Secured Credit Facility(18)

10.57          Concession Agreement dated as of November 1, 1997 by and between
               County of Los Angeles and Sea View Restaurants, Inc.(20)

10.58          Non Disturbance and Attornment Agreement dated September 26, 1997
               by and Between the State of California Department of Parks and
               Recreation and Sea View Restaurants, Inc.(20)

10.59          Letter of Credit Agreement dated as of November 1, 1997 by and
               between California Beach Restaurants, Inc., Sea View Restaurants,
               Inc. and Overhead Partners, L.P., a California Limited
               Partnership.(20)
</TABLE>


                                                                              36
<PAGE>   36
<TABLE>
<S>            <C>                                                                   <C>
10.60          Line of Credit Agreement dated as of November 24, 1997 by and
               between Outside LLC, a California Limited Liability Company and
               Sea View Restaurants, Inc., with guaranty by California Beach
               Restaurants, Inc.(20)

10.61          Executive employment agreement dated as of November 14, 1997
               between the Registrant and Alan Redhead.(21)*

10.62          Assignment of trademarks, service marks and registrations
               thereof, between Sea View Restaurants, Inc., and the Registrant,
               dated October 30, 1997.(22)

10.63          Non-exclusive royalty free license agreement, between the
               Registrant and Sea View Restaurants, Inc., dated October 30,
               1997.(22)

10.64          Letter of Credit Agreement, dated as of July 22, 1998, by and
               between California Beach Restaurants, Inc., Sea View Restaurants,
               Inc., and Overhead Partners L.P., a California Limited
               Partnership(23)

10.65          Letter of Credit Agreement, dated as of November 1, 1998, by and
               between California Beach Restaurants, Inc., Sea View Restaurants,
               Inc., and Overhead Partners L.P., a California Limited
               Partnership(24)

10.66          Line of Credit Agreement, dated as of November 30, 1998, by and
               between Sea Sea View Restaurants, Inc., and Outside LLC, a
               California Limited Liability Company(24)

10.67          First Amendment to Concession Agreement For Will Rogers State
               Beach Park Restaurant, by and between the County of Los Angeles,
               and Sea View Restaurants, Dated February 9, 1999(25)

10.68          Note Purchase Agreement among the Registrant and certain other
               purchasers, dated as of March 30, 1999, including Exhibit A
               thereto, the 5% Convertible Subordinated Note Due March 30,
               2003(26)

21.1           Subsidiaries of the Registrant(15)

23.1           Consent of Ernst & Young LLP(A)

27.0           Financial Data Schedule(A)

 (A)    FILED HEREWITH ELECTRONICALLY

 (4)    Previously filed with Form 8-K filed April 27, 1990.**
 (5)    Previously filed with Form 10-K for the fiscal year ended April 30, 1990.**
 (7)    Previously filed with Form 10-Q for the quarter ended January 31, 1991.**
 (9)    Previously filed with Form 8-K filed April 28, 1992.**
(10)    Previously filed with Form 10-K for the fiscal year ended April 30, 1993.**
(13)    Previously filed with Form 8-K filed January 18, 1995.**
(15)    Previously filed with Form 10-K for the fiscal year ended April 30, 1995.**
(16)    Previously filed with Form S-1 on August 4, 1995, Registration No. 33-95240.**
(17)    Previously filed with Form 10-K for the fiscal year ended April 30, 1996.**
(18)    Previously filed with Form 10-Q for the quarter ended January 31, 1997.**
(19)    Previously filed with Form 10-K for the fiscal year ended April 30, 1997.**
(20)    Previously filed with Form 10-Q for the quarter ended October 31, 1997.**

</TABLE>


                                                                              37

<PAGE>   37
<TABLE>
<S>            <C>                                                                   <C>
(21)    Previously filed with Form 10-Q for the quarter ended January 31, 1998.**
(22)    Previously filed with Form 10-K for the fiscal year ended April 30, 1998.**
(23)    Previously filed with Form 10-Q for the quarter ended July 31, 1998.**
(24)    Previously filed with Form 10-Q for the quarter ended October 31,
        1998.**
(25)    Previously filed with Form 10-Q for the quarter ended January 31,
        1999.**
(26)    Incorporated by reference to Amendment No. 1 to Schedule 13D filed with
        the Commission on April 16, 1999, on behalf of Alan Redhead.**
</TABLE>

         * This is a management contract or compensatory plan or arrangement.

        ** All filings were made at the Commission's office in Washington D.C.;
           The Registrant's SEC file number is 0-12226.


                                                                              38