<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   Form 10-Q


 X   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
---
     Act of 1934

     For the quarterly period ended June 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 number 1-9822


                          BFX HOSPITALITY GROUP, INC.
                          ---------------------------
            (Exact Name of Registrant as Specified in its Charter)

         Delaware                                        75-1732794
         --------                                        ----------
(State or Other Jurisdiction of              (IRS Employer Identification No.)
Incorporation or Organization)

             226 Bailey Avenue, Suite 101, Fort Worth, Texas 76107
             -----------------------------------------------------
             (Address and zip code of principal executive offices)

                                (817) 332-4761
                                --------------
             (Registrant's Telephone Number, Including Area Code)

      ___________________________________________________________________
  (Former Name, Former Address and Former Fiscal Year, If Changed Since Last
                                    Report)

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 ___
    ---

                    APPLICABLE ONLY TO ISSUERS INVOLVED IN
                       BANKRUPTCY PROCEEDINGS DURING THE
                             PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

Yes ___   No ___

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

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

                                              Number of shares outstanding at:
           Class                                      July 31, 1999
           -----                                      -------------
Common stock, $.05 par value                            3,983,866

                                       1
<PAGE>

                          BFX HOSPITALITY GROUP, INC.

                                     Index
                                     -----

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Part I - Financial Information............................................     3

Item 1 - Financial Statements.............................................     3

Consolidated Condensed Balance Sheets June 30, 1999 (Unaudited)
  and September 30, 1998..................................................     3

Consolidated Condensed Statements of Operations (Unaudited)
  Three Months Ended June 30, 1999 and 1998...............................     4

Consolidated Condensed Statements of Operations (Unaudited)
  Nine Months Ended June 30, 1999 and 1998................................     5

Consolidated Condensed Statements of Cash Flow (Unaudited)
  Nine Months Ended June 30, 1999 and 1998................................     6

Supplemental Disclosures of Cash Flow Information (Unaudited).............     6

Notes to Consolidated Condensed Financial Statements (Unaudited)..........     7

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

Item 3 - Quantitative and Qualitative Disclosure About Market Risk........    10

Part II - Other Information...............................................    11

Signatures................................................................    12
</TABLE>

                                       2
<PAGE>

PART I  - FINANCIAL INFORMATION

Item 1. - Financial Statements

                          BFX HOSPITALITY GROUP, INC.

                     Consolidated Condensed Balance Sheets
                     -------------------------------------
<TABLE>
<CAPTION>
                                                       June 30,    September 30,
                                                         1999           1998
                                                      -----------   -----------
                                                      (Unaudited)
                                                            (In Thousands)
<S>                                                   <C>          <C>
                    Assets
                    ------
Current assets:
  Cash and cash equivalents.........................     $ 3,358     $ 5,342
  Accounts receivable...............................         178         128
  Inventories.......................................         204         148
  Income tax receivable.............................          26       1,102
  Prepaid and other current assets..................         121         120
                                                         -------     -------
     Total current assets...........................       3,887       6,840
                                                         -------     -------

Property, plant and equipment, at cost:
  Land, building and equipment......................      16,418      14,786
  Less: Accumulated depreciation and amortization...      (4,614)     (3,702)
                                                         -------     -------
    Net property, plant and equipment...............      11,804      11,084
                                                         -------     -------

Goodwill, net of amortization of $1,840,000 and
    $1,567,000, respectively........................       3,125       3,397
Deferred income taxes...............................       1,419       1,419
Other assets, net...................................          85          70
                                                         -------     -------
                                                         $20,320     $22,810
                                                         =======     =======
       Liabilities and Stockholders' Equity
       ------------------------------------
Current liabilities:
  Current portion of long-term debt.................     $   138     $   138
  Accounts payable..................................         604         578
  Accrued liabilities...............................         886       2,143
  Income taxes......................................         128         847
                                                         -------     -------
    Total current liabilities.......................       1,756       3,706

Long-term debt......................................         972       1,075
Accrued EPA costs...................................       2,650       2,650
                                                         -------     -------
    Total liabilities...............................       5,378       7,431
                                                         -------     -------

Stockholders' equity:
  Preferred stock $.01 par value; 5,000,000 shares
     authorized; no shares issued and outstanding...           -           -
  Common stock $.05 par value; 30,000,000 shares
     authorized; outstanding shares 7,786,878.......         389         389
  Additional paid-in capital........................      16,583      16,583
  Retained earnings.................................       7,079       7,307
  Treasury stock, at cost, 3,766,615 and
     3,637,850 shares, respectively.................      (8,986)     (8,777)
  Employee notes for stock purchase.................        (123)       (123)
                                                         -------     -------
    Total stockholders' equity......................      14,942      15,379
                                                         -------     -------
                                                         $20,320     $22,810
                                                         =======     =======
</TABLE>

See accompanying notes to unaudited Consolidated Condensed Financial Statements.

                                       3
<PAGE>

                          BFX HOSPITALITY GROUP, INC.

          Consolidated Condensed Statements of Operations (Unaudited)
          ----------------------------------------------------------

<TABLE>
<CAPTION>
                                                          Three Months
                                                          Ended June 30,
                                                          --------------
                                                       1999            1998
                                                  --------------  ---------------
                                                     (In thousands, except per
                                                           share amounts)
<S>                                               <C>             <C>
Net revenues....................................         $4,359          $ 3,302
                                                         ------          -------

Cost of goods sold (exclusive of depreciation)..          1,038              771
Selling, general and administrative.............          2,964            3,535
Depreciation and amortization...................            402              291
                                                         ------          -------
 Total operating costs and expenses                       4,404            4,597
                                                         ------          -------
Net loss before other income
  and income taxes..............................            (45)          (1,295)
                                                         ------          -------
Other income (expense):
 Interest income................................             31              146
 Interest expense...............................            (22)             (30)
                                                         ------          -------
                                                              9              116
                                                         ------          -------

Loss before income taxes........................            (36)          (1,179)
Income tax benefit (expense)....................            (12)             375
                                                         ------          -------
Net loss........................................         $  (48)         $  (804)
                                                         ======          =======
Basic and diluted earnings per share:

Net loss........................................         $(0.01)         $ (0.15)
                                                         ======          =======
Weighted average common shares outstanding......          4,016            5,448
                                                         ======          =======
</TABLE>

See accompanying notes to unaudited Consolidated Condensed Financial Statements.

                                       4
<PAGE>

                          BFX HOSPITALITY GROUP, INC.

          Consolidated Condensed Statements of Operations (Unaudited)
          ----------------------------------------------------------

<TABLE>
<CAPTION>
                                                          Nine Months
                                                          Ended June 30,
                                                  ------------------------------
                                                       1999            1998
                                                  --------------  --------------
                                                     (In thousands, except per
                                                           share amounts)
<S>                                               <C>             <C>
Net revenues....................................        $12,857          $ 8,130
                                                        -------          -------

Cost of goods sold (exclusive of depreciation)..          3,131            1,790
Selling, general and administrative.............          8,830            8,181
Depreciation and amortization...................          1,181              819
                                                        -------          -------
 Total operating costs and expenses                      13,142           10,790
                                                        -------          -------
Net loss before other income
  and income taxes..............................           (285)          (2,660)
                                                        -------          -------
Other income (expense):
 Interest income................................            101              530
 Interest expense...............................            (70)             (90)
                                                        -------          -------
                                                             31              440
                                                        -------          -------

Loss before income taxes........................           (254)          (2,220)
Income tax benefit..............................             26              725
                                                        -------          -------
Net loss........................................        $  (228)         $(1,495)
                                                        =======          =======
Basic and diluted earnings per share:

Net loss........................................        $ (0.06)         $ (0.27)
                                                        =======          =======
Weighted average common shares outstanding.......         4,030            5,552
                                                        =======          =======
</TABLE>

See accompanying notes to unaudited Consolidated Condensed Financial Statements.

                                       5
<PAGE>

                          BFX HOSPITALITY GROUP, INC.

          Consolidated Condensed Statements of Cash Flow (Unaudited)
          ----------------------------------------------------------

<TABLE>
<CAPTION>
                                                      Nine Months
                                                      Ended June 30,
                                                --------------------------
                                                  1999              1998
                                                --------          --------
                                                      (In thousands)
<S>                                             <C>               <C>
Net cash used in operating activities.........  $    (7)          $(1,675)
                                                -------           -------
Cash flows from investing activities:
  Additions to property, plant and equipment..   (1,632)           (4,148)
                                                -------           -------
Net cash used in investing activities.........   (1,632)           (4,148)
                                                -------           -------

Cash flows from financing activities:
  Repayments of long-term debt................     (103)             (103)
  Treasury stock purchases....................     (242)           (1,504)
                                                -------           -------
Net cash used in financing activities.........     (345)           (1,607)
                                                -------           -------

Net decrease in cash..........................   (1,984)           (7,430)
Cash at beginning of period...................    5,342            16,356
                                                -------           -------

Cash at end of period.........................  $ 3,358           $ 8,926
                                                =======           =======
</TABLE>


See accompanying notes to unaudited Consolidated Condensed Financial Statements.

                                       6
<PAGE>

                          BFX HOSPITALITY GROUP, INC.

       Notes to Consolidated Condensed Financial Statements (Unaudited)
       ---------------------------------------------------------------

Note A
------

     In the opinion of management, the accompanying consolidated condensed
financial statements contain all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position of BFX
Hospitality Group, Inc. (the Company), as of June 30, 1999, the results of its
operations for the three and nine month periods ended June 30, 1999 and 1998 and
its cash flows for the nine month periods ended June 30, 1999 and 1998.

     The accounting policies followed by the Company are set forth in Note 1 to
the Company's financial statements in the 1998 BFX Hospitality Group, Inc. Form
10-K.

Note B
------

     The results of operations for the three and nine month periods ended June
30, 1999 are not necessarily indicative of the results to be expected for the
full year.

Note C
------

     During 1992, the United States Environmental Protection Agency (EPA) issued
a Record of Decision (ROD) with respect to the Company's Superfund Site in
Vestal, New York. The ROD required the Company to construct a water treatment
facility at the site and to pump contaminated ground water from bedrock and
overburden extraction wells for 15 to 30 years until remediation goals were met.
Due to concerns about the correctness of the remedy provided for in the ROD, the
Company performed additional fieldwork and, in 1995, the EPA agreed the remedy
needed to be modified. After additional discussions with the EPA, a revised ROD
was issued in July 1997. The revised ROD eliminates certain provisions of the
original ROD and primarily includes the removal and treatment of contaminated
soil. At September 30, 1997, the Company had accrued environmental remediation
expenses of $3,550,000. In June 1998, the Company signed a Consent Decree with
the EPA in regard to the implementation of the agreed-upon remedy and on-going
monitoring of the property. In addition, the Company reimbursed the EPA $550,000
for monies spent by the EPA at the Company's Superfund Site over a ten-year
period from October 1987 through April 1997. At June 30, 1999, the Company has a
total liability accrued of $2,860,000 representing the estimated future costs of
implementing the agreed-upon remedy. The Company anticipates approximately
$210,000 to be incurred during the next 12 months and this amount is included in
accrued liabilities in the accompanying Consolidated Condensed Balance Sheet.

                                       7
<PAGE>

BFX HOSPITALITY GROUP, INC.

PART I - FINANCIAL INFORMATION
------------------------------

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

General Information

     At June 30, 1999, the Company owned and operated food service, lodging and
entertainment facilities in Texas and Louisiana.

Factors That May Affect Future Results

Certain matters discussed herein are forward-looking statements about the
business, financial condition and prospects of the Company. The actual results
could differ materially from those indicated by such forward-looking statements
because of various risks and uncertainties. Such risks and uncertainties may
include, but are not limited to regional and national economic conditions,
changes in customer demand for products offered by the Company, and other
matters that may adversely affect the availability of products and pricing,
state and federal regulatory environment, possible future acquisitions or
dispositions, amendments to the Record of Decision issued by the Environmental
Protection Agency (see Liquidity and Capital Resources), resolution of the Year
2000 issue and other risks indicated in the Company's previous filings with the
Securities and Exchange Commission. The Company cannot control these risks and
uncertainties, and in many cases, cannot predict the risks and uncertainties
that could cause its actual results to differ materially from those indicated by
the forward-looking statements.

Results of Operations

     Revenues for the 1999 three and nine month periods increased 32% and 58%,
respectively, due to the opening of the second Cabo unit (Cabo-Travis) in
Houston, Texas in April 1998, the opening of the H3 Ranch restaurant located in
the Stockyards Hotel in August 1998 and the opening of the third Cabo unit in
Fort Worth, Texas in December 1998.

     Consolidated costs of sales (which consist primarily of food and beverage
costs) during the 1999 three and nine month periods versus 1998 increased 35%
and 75%, respectively. As a percent of related revenue, these costs were 24%
during the 1999 three month period versus 23% a year earlier. For the nine month
period, the costs were 24% versus 22% a year earlier. The increase in absolute
dollars was due to increased sales discussed above. The increase in costs as a
percent of revenue is due to decreased percentage of sales from the Stockyards
Hotel which have a lower cost of goods sold than the Company's other concepts.

     Consolidated selling, general and administrative expenses for the 1999
three month period decreased 16% compared to 1998. The primary reason for the
decrease is due to significant reductions in corporate expenses resulting
primarily from the closure of Hotels of Distinction in late fiscal 1998 and a
reduction in start up costs associated with the opening of new restaurants.
Consolidated selling, general and administrative expenses for the 1999 nine
month period increased 8%, compared to 1998. The primary reason for the increase
is the inclusion of the results of operations of Cabo Travis and H3 Ranch from
their respective opening dates in fiscal 1998 and Cabo Fort Worth from its
opening date in fiscal 1999, partially offset by reductions in corporate
expenses as discussed above.

                                       8
<PAGE>

     The decrease in interest income to $31,000 for the 1999 three month period
from $146,000 in 1998 and the decrease to $101,000 for the 1999 nine month
period from $530,000 in 1998 is due to the reduction in cash balances due to
investing and financing activities in fiscal 1998 and 1999. See Liquidity and
Capital Resources.

     The decrease in interest expense to $22,000 for the 1999 three month period
from $30,000 in 1998 and to $70,000 for the 1999 nine month period from $90,000
in 1998 is primarily due to the reduction of a mortgage loan balance under the
terms of the Company's note agreement.

Liquidity and Capital Resources

     The Company's cash decreased $1,984,000 from $5,342,000 at September 30,
1998 to $3,358,000 at June 30, 1999. This decrease is primarily attributable to
investing and financing activities.

     Cash used for investing activities of $1,632,000 related primarily to the
construction of Cabo Fort Worth, opened during the first quarter of fiscal 1999.

     Cash used for financing activities of $345,000 was primarily the result of
the Company purchasing 158,765 shares of its common stock at a total cost of
$242,000 (average cost of $1.52 per share). The shares are recorded as treasury
stock and will be available for employee stock plans and other corporate
requirements.

     At June 30, 1999, the Company's only debt relates to a mortgage loan
assumed in the acquisition of the Stockyards Hotel with annual commitments of
$138,000. Management anticipates incurring approximately $210,000 during the
next 12 months in the initial phase of implementing the agreed-upon remedy for
its EPA Superfund Site. The Company will fund the cost of ensuring that the
Company's systems are Year 2000 compliant, which are not currently expected to
be significant. Management believes that cash flow from operations combined with
cash on hand will provide sufficient resources to fund the Company's fiscal 1999
operations as well as its planned fiscal 1999 capital expenditures.

     During 1992, the United States Environmental Protection Agency (EPA) issued
a Record of Decision (ROD) with respect to the Company's Superfund Site in
Vestal, New York. The ROD required the Company to construct a water treatment
facility at the site and to pump contaminated ground water from bedrock and
overburden extraction wells for 15 to 30 years until remediation goals were met.
Due to concerns about the correctness of the remedy provided for in the ROD, the
Company performed additional fieldwork and, in 1995, the EPA agreed the remedy
needed to be modified. After additional discussions with the EPA, a revised ROD
was issued in July 1997. The revised ROD eliminates certain provisions of the
original ROD and primarily includes the removal and treatment of contaminated
soil. At September 30, 1997, the Company had accrued environmental remediation
expenses of $3,550,000. In June 1998, the Company signed a Consent Decree with
the EPA in regard to the implementation of the agreed-upon remedy and ongoing
monitoring of the property. In addition, the Company reimbursed the EPA $550,000
for monies spent by the EPA at the Company's Superfund Site over a ten-year
period from October 1987 through April 1997. At June 30, 1999, the Company has a
total liability accrued of $2,860,000 representing the estimated future costs of
implementing the agreed-upon remedy.

                                       9
<PAGE>

Year 2000

     The Company has assessed all systems that could potentially be affected by
the Year 2000 Issue, including facility systems, POS systems, telephone hardware
and software, out-sourced services and suppliers. Based on information currently
available, management does not anticipate significant replacements of any of its
computer systems. By August 1999, management expects to have obtained upgrades
or replacements for all equipment that is not Year 2000 compliant. Management
has the intent and ability to commit the required resources to the upgrades or
replacements and believes the total cost will be immaterial. The Company will
diligently test all upgrades or replacements prior to fall 1999 to ensure their
compliance.

     In addition to the assessment of its systems, the Company is working with
its key suppliers and other third parties with which it has a material
relationship to determine that such parties are achieving compliance with
respect to the Year 2000 Issue in those systems affecting the Company's
operations. Although the Company believes that such persons are working
diligently to properly address the Year 2000 Issue, the Company cannot guarantee
that these third parties will be compliant in a timely manner, or that a failure
to be compliant by another company would not have a material adverse effect on
the Company.

     Though the Company is not able to estimate the full impact of any potential
failure of its systems as a result of the Year 2000 Issue, the Company believes
that its operations are such that a contingency plan based primarily on manual
processing of information will be adequate for the Company to continue
operations.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

     Not applicable

                                       10
<PAGE>

                          BFX HOSPITALITY GROUP, INC.

PART II - OTHER INFORMATION
---------------------------

Item 1. -  Legal Proceedings

           None


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

           (a) Exhibits

               None

           (b) Reports on Form 8-K

               None

                                       11
<PAGE>

                          BFX HOSPITALITY GROUP, INC.

                                  SIGNATURES
                                  ----------


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


                              BFX HOSPITALITY GROUP, INC.
                              (Registrant)


                              By: /s/ Robert H. McLean
                                  --------------------
                                      Chairman of the Board
                                      and President

July 28, 1999
-------------


                              By: /s/ Robert Korman
                                  -----------------
                                      Vice President and
                                      Chief Financial Officer

July 28, 1999
-------------

                                       12