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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-KSB

                                  ANNUAL REPORT

           Under Section 13 or 15(d) of the Securities Act of 1934
                   For the Fiscal Year Ended June 30, 1998

                             ARTHUR TREACHER'S, INC.
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                 (Name of Small Business Issuer in Its Charter)

                 UTAH                                  34-1413104
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(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or Organization)           

     7400 Baymeadows Way, Suite 300, Jacksonville, Florida           32256
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     (Address of Principal Executive Offices)                      (Zip Code)

     (904) 739-1200
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     (Issuer's Telephone Number)

         Securities registered under Section 12(b) of the Act:

            Title of Each Class                 Name of Each Exchange on Which
            to be so Registered                 Each Class is to be Registered
            -------------------                 ------------------------------

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

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         Securities registered under Section 12(g) of the Act:

                          Common Stock, $.01 par value
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                                (Title of Class)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 |_|

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         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
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-KSB. |X|

         State issuer's revenues for its most recent fiscal year.  $22,986,762

         Shares outstanding.  14,869,748

         State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange
Act.) $15,791,656.

Note: if determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

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                                     PART I

Item 1.  Description of Business.

The Company is a fast service seafood restaurant chain based in Jacksonville,
Florida. The Company's principal business is the operation, franchising,
ownership and development of "Arthur Treacher's Fish & Chips" fast food
restaurants. The Company has 110 restaurants in the Arthur Treacher's system,
consisting of 62 Company owned restaurants and 48 independently owned and
operated franchised locations. The restaurants are located in 10 states in the
mid-western and eastern United States as well as in Washington D.C. and the
province of Ontario, Canada. The Company's main product is its "Original Fish &
Chips" product consisting of fish fillets coated with a special batter prepared
under a proprietary formula, deep-fried golden brown and served with
English-style chips and two corn meal "hush puppies." The Company's other
products include chicken and an assortment of other seafood combination dishes
including shrimp and clams.

(A)  Background

The Company was originally founded in 1969 as Arthur Treacher's Fish & Chips,
Inc., a Delaware corporation. In 1979, Mrs. Paul's, Inc. ("Mrs. Paul's")
purchased Arthur Treacher's Fish & Chips, Inc. Mrs. Paul's changed the products
offered at the restaurants, which resulted in severe dissatisfaction among the
franchisees, a reduction in the number of restaurants and litigation between
certain franchisees and Mrs. Paul's. In 1982, Lumara Foods of America, Inc.
("Lumara") acquired the assets of Arthur Treacher's Fish & Chips, Inc. from Mrs.
Paul's. Lumara was unable to achieve profitability and consequently sought
bankruptcy protection in 1983. In December 1983, Arthur Treacher's Inc., an Ohio
corporation, entered into an agreement to purchase the assets of Lumara, during
Chapter XI bankruptcy proceedings. In February 1984, Arthur Treacher's Inc., an
Ohio corporation, merged into El Charro, Inc., a Utah corporation, which
consummated the acquisition of the assets of Lumara and changed its name to
Arthur Treacher's, Inc.

On May 31, 1996, an investor group organized by Mr. Bruce Galloway, the current
Chief Executive Officer and Chairman of the Board, acquired control of the
Company through the purchase of 2,000,000 shares from the then principal
shareholder and President.

Mr. R. Frank Brown served as CEO, President and Treasurer from May, 1996 through
April, 1998. Mr. Brown left the Company at the end of his two year contract that
was not renewed to pursue other interests.

On November 27, 1996 the Company purchased 100% of the common stock of its
largest franchisee, MIE Hospitality, Inc. (MIE), whose operations include 32
restaurants in the midwest and northeast United States. The Company anticipates
that the MIE acquisition will provide 


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opportunities for additional expansion, since the Company can open additional
Company-owned stores and sell additional franchises in states where MIE was the
exclusive franchisee.

The Company has also commenced pursuing co-branding opportunities. In August
1998, the Company entered into a co-branding licensing agreement with Miami Subs
Corp. ("Miami Subs"). As of May 31, 1998, Miami Subs system consisted of 171
restaurants in the eastern United States, including 150 franchise locations.
Miami Subs offers fresh fast food including hot and cold submarine sandwiches
and various ethnic foods.

(B)  Corporate Strategy

The Company seeks to focus on three key areas of development:

            o   Human Resources

            o   Unit Expansion and Co-Branding

            o   Marketing, Advertising and Promotion

1. Human Resources

In May 1998, Bruce Galloway was elected Chief Executive Officer of the Company.
William F. Saculla was promoted from Chief Financial Officer to President.
Thomas Hoffman, previously President of MIE, became Executive Vice President of
Corporate Development.

Messrs. Galloway and Saculla set a corporate objective to recruit a new
management team by September 1, 1998. The goal was to recruit individuals that
were leaders, trainers and results oriented individuals. Each of the key
management hires was to have extensive restaurant operations experience to
accelerate their impact on the Company's restaurants.

The Company recruited senior management for operations and marketing in July and
August 1998. Joining Messrs. Galloway, Saculla and Hoffman were Richard Gerner,
Director of Operations and Michael Cohen, Director of Marketing. Their
responsibilities included the creation of a corporate culture that focuses on
recruiting, training and empowering restaurant managers to build their business.
The new executive team recognizes that the implementation of the corporate
culture is only successful if the field staff follows through by training,
supervising and creating a sense of urgency. Two new Regional Directors of
Operations were also hired in August to ensure the implementation of operational
and marketing efforts. Richard Lang supervises primarily freestanding stores in
Central Pennsylvania and Northeast Ohio. Ralph Dilemmo supervises the New York
to Philadelphia markets that are mostly mall food court locations. The Company
recognizes that restaurant operations are key to enhancing its future 


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growth; therefore, Messrs. Gerner, Dilemmo and Lang bring a hands-on management
approach into the restaurants and a combined 60 years of experience with
restaurant management.

2.  Unit Expansion & Co-branding

The Company intends to open more Company owned and operated stores and
franchised stores. The Company's system has 110 restaurants, of which 62 (56%)
are Company owned. The Company expects to achieve a ratio of approximately 40%
of the restaurants as Company owned by the year 2000 as a result of franchise
development. The Company will continue to build its network of Company owned and
franchised restaurants in the United States with additional locations in order
to increase the Company's penetration into local markets. The Company seeks to
expand both in its principal existing markets of Florida, Ohio, and the New York
metropolitan area. The Company has no current plans to expand outside of the
United States and Canada.

o     Expansion in Previously Exclusive Territory

The Company believes that the purchase of MIE will provide additional
opportunities for expansion since the Company may now open additional Company
owned stores and sell additional franchises in New York, New Jersey,
Pennsylvania and Delaware, where MIE was the exclusive franchisee and had
exclusive development rights. In addition, the Company purchased MIE because it
can operate the 32 stores owned by MIE with minimal increase in administrative
overhead. Since May 1998, the Company has opened three stores in the New York
City metropolitan area and entered into a joint venture agreement to develop
additional stores in portions of New York City.

o     Acquiring competitors' locations.

The Company views the acquisition of franchisees or restaurants in competitors'
systems as opportunities to increase the Company's market penetration by adding
locations, increasing revenues and maximizing the Company's brand in the
marketplace. By removing a competitor's store from the market and adding an
Arthur Treacher's Fish & Chip's restaurant, the Company will have eliminated
some competition, add market share and will create a larger revenue base to
spread advertising, supervision and administrative costs. The Company continues
to enter into discussions with financing companies specializing in restaurants,
to fund acquisitions of franchisees or competitors that operate in markets where
the Company has a concentration of restaurants.

o     Co-branding with other concepts.

The Company intends to continue to pursue co-branding opportunities. As of
November 1997, the Company entered into a management agreement with Miami Subs
as to one location and in 


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August 1998, the Company entered into a co-brand license agreement with Miami
Subs to put a limited Arthur Treacher's menu in Miami Subs units. As of
September 30, 1998 the Company owned one co-branded store in Jacksonville,
Florida and has a joint venture with Miami Subs in two other locations
(Bergenfield, New Jersey and St. Petersburg, Florida). As of September 30, 1998,
17 Miami Sub franchisees have co-branded with Arthur Treacher's. The Company
anticipates opening additional co-brand locations during the current fiscal
year. Arthur Treacher's receives royalties of 2% based on the Arthur Treacher's
incremental sales increase from each Miami Subs co-brand franchisee.

The Company seeks co-branding between two restaurant concepts when one concept
provides a product or serves a demographic group that is underserved by the
other. In addition, the Company will seek complementary concepts that offer
different products to the same customers during different parts of the day.

o      Acquisitions

Execution of its growth strategy requires the Company's management to, among
other things: (i) identify acquisition candidates who are willing to be acquired
at prices acceptable to the Company; (ii) consummate identified acquisitions;
and (iii) obtain financing for future acquisitions or competitor's locations.
The Company believes that the acquisition of franchise restaurants is preferable
to opening new Company owned restaurants where there is a concentration of other
restaurants, particularly Company owned restaurants. Such concentration of
Company owned restaurants enables the Company to achieve more effective control
of marketing, economies of scale regarding the purchase of supplies, the
deployment of field personnel and advertising and thereby improve the
restaurants' operations without any increase in central administrative overhead.
The Company believes that such economies of scale can be achieved if a minimum
of six to ten restaurants are in an area.

The Company intends to improve its restaurant operations by directing the
corporate culture of the chain towards the customer and management development.
This change in culture will be accentuated with training programs, local store
marketing workshops and sales incentives combined with an emphasis on Quality,
Service and Cleanliness.

o      Corporate Franchisees

The Company intends to develop joint programs with new corporate franchisees for
regional expansion opportunities in certain selected markets. This program will
entail a corporate sponsor for a particular region based upon metropolitan
population densities. A region would typically be large enough to cover an area
that could accommodate ten or more store locations. The Company anticipates that
a regional representative franchise agreement would be executed with the
corporate franchisee providing it with rights to a specified region and to
support from the Company in order to develop the area within certain guidelines
established by the Company 


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relating, among other things, to a minimum number of restaurants to be opened
within particular time periods. The Company also intends to grant new franchises
to operators of single restaurants. There can be no assurance, however, that
suitable franchisees can be located or that regional representative franchise
agreements will be reached at terms acceptable to the Company.

The Company estimates the cost of opening a new Company owned restaurant at
between $50,000 and $200,000 per restaurant (assuming the purchase, not lease,
of new equipment), depending upon factors such as the size of the restaurant,
the lease and local construction costs.

The Company also offers its franchisees the option to co-brand with Miami Subs.
Co-branding the Arthur Treacher's menu into a Miami Sub's restaurant entails a
conversion cost of approximately $35,000.

By standardizing the construction and equipment procurement process of its
restaurant network, the Company believes that it could develop the economies of
scale in the design and site selection process. A supplementary benefit of such
an expansion program could include proposals to arrange for regional or national
equipment leasing and financing programs and the use of national or regional
contractors to provide support for franchisees wishing to expand. There can be
no assurance that such programs will be reached at terms acceptable to the
Company.

The Company's proposed expansion and store renovations will be dependent on,
among other things, the availability of suitable restaurant sites, negotiation
of acceptable lease terms, timely development of such sites, obtaining
landlords' consents to renovations, constructing or renovating restaurants,
hiring of skilled management and other personnel, the general ability to
successfully manage growth (including monitoring restaurants, controlling costs
and maintaining effective quality controls) and the availability of adequate
financing. In the case of franchised restaurants, the Company will be
substantially dependent on the management skills of its franchisees

3.  Marketing, Promotion and Advertising

o      Core  menu items

Batter-dipped fish, chicken and shrimp accounted for more than 75% of the
Company's sales, in fiscal year ended June 30, 1998. Management prefers
increasing total sales with the above mentioned core menu products than
incurring the cost and risk of developing new menu items. Arthur Treacher's has
built a strong brand awareness over the past 30 years with its core menu and
anticipates increasing the marketing and promotion of the batter-dipped
products.

The Company's restaurants are designed to produce the batter-dipped products
easily. Increasing the sales of already high volume products will improve
product rotation and help ensure hot, 


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fresh food for customers.

The Company believes that batter-dipped food is a strong focus for the menu
because, in part, batter-dipped food can not be prepared easily at home. Most
households do not have a deep fryer and a recipe for batter. Therefore,
customers who like batter-dipped fish, chicken and shrimp would be attracted to
Arthur Treacher's for these products.

o      Marketing  strategies.

Mall based stores are critical to the Company's success. Seventy percent of the
Company revenue is mall based. Therefore, marketing strategies will be tailored
to generate business in malls. If the tactics are feasible for freestanding
stores, the marketing approach will expand to the freestanding markets. Certain
promotions developed for freestanding stores will not necessarily be successful
in the mall locations. Freestanding locations can benefit substantially from
external media (print, radio, television, direct mail and out of home).
Purchasing external media to drive customers to a mall, to the food court in
that mall and finally to Arthur Treacher's in that food court is not cost
efficient. The geographic distribution of the Company's mall based and free
standing stores permits the Company to design marketing programs for each
region. Most of the Company's freestanding and mall locations are in separate
markets. Northeast Ohio and Central Pennsylvania have most of the freestanding
stores while the mall based Arthur Treacher's are located primarily in the New
York to Philadelphia corridor and Florida.

A local marketing training program for managers of Arthur Treacher's restaurants
located in food courts has been developed. One day training classes have been
held for the managers. The program is designed to enable and empower managers to
market their store within the confines of the mall by capturing new customers,
use fewer discounts and improve frequency of visits. Promotional tools have been
provided to the managers. Managers are working with their supervisors and the
marketing department to create marketing plans tailored to the needs of each
store.

Managers of freestanding locations are also being trained in local marketing,
techniques which are designed to reflect the different needs of freestanding
stores. The freestanding stores had an "All You Can Eat Fish & Chicken
Promotion" in the fall of 1998. This promotion was developed to attract a new
and younger customer base, promote the Company's core menu items (batter-dipped
fish and chicken), provide an alternative to competitor's 'buy one get one free'
discounting and to increase gross margins.

The franchisees will be expected to pay a portion of the three percent of
revenues currently required to be spent on advertising by each franchisee to the
Company as a fee for such coordinated advertising. A portion of the
approximately three percent of gross sales currently spent by the Company for
advertising Company owned stores would also be devoted to the coordinated
campaign. The amounts collected would be utilized entirely on marketing and


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promotional campaigns to benefit the entire franchise network.

o      "Value Menu" strategy

The Company is introducing a Value Menu that will be separate from the
traditional menu board. This new menu will feature lower price items and snack
size meals. The rationale for implementing this menu in mall locations is that
many mall shoppers are not interested in a full meal whereas most of the
Company's existing menu is based on large meals. The Company expects to increase
business during non-meal periods by attracting `grazers' and people that want to
share a snack. Many of the products will be `finger food'. The rationale for
introducing the Value Menu to freestanding locations is that many of the meals
on the existing menu may be too large for lunch. Lower price points and smaller
portions are intended to increase lunch traffic. Freestanding locations will get
newspaper support to introduce the Value Menu. The Company recognizes that lower
price points will lower check averages; however, the Company expects increased
traffic to off-set the lower prices.

o      Revised  merchandising

The Company will use outside design experts to develop an effective and
contemporary look to our restaurants signage. The Company is also seeking to
implement an interior store design with a cleaner and less cluttered appearance.
The Company also hopes to achieve cost savings in printing by having consistent
sized point of purchase material.

o      Less discounting

The Company intends to limit the use of discounting to build traffic. The
Company's core menu (batter-dipped fish, chicken and shrimp) should not have
their `value' undermined by constant discounting. A strategy of continual
discounting results in diminishing returns (coupon redemption). Couponing
targets only one segment of the potential customer base and misses most of the
younger age groups, men and urban ethnic demographics.

Gross margins will be a key factor in meal promotions. All gross margins for
promotions will be compared to the "Original Fish & Chips". Those promotions
that generate less gross margin per meal will need to have a corresponding
increase in traffic.

(C)  Franchises

As of June 30, 1998 the Company had 48 independently owned and operated
franchised locations. The Company has two options for franchises: individual
stores and area development. In addition, one franchisee has agreed to open one
franchise for each of the next three years in northeastern Ohio, although such
franchisee does not have any exclusive territory. The Company also has a
franchisee with an exclusive franchise for the province of Ontario, Canada,


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where there are nine restaurants.

Pursuant to its franchise agreement, the Company provides its franchisees with a
method of operation, including trade secrets, technical knowledge, a supply
distribution program and standards for customer service, quality control, decor,
layout, signs and accounting systems. The Company also provides centralized
advertising and cooperative advertising programs and an initial training
program, which is required for franchisees. Each franchisee is required to spend
a minimum of three percent of monthly gross sales on advertising. In addition,
each franchisee must purchase certain private label, proprietary food, paper
supplies, equipment and signage from Company approved suppliers and
distributors.

The Company does not select restaurant sites for franchisees, but all sites are
subject to the Company's approval. The Company also requires that its
franchisees name the Company as an additional insured party on their property
and casualty insurance policies and that vendors provide subrogation to the
Company with respect to their product liability insurance.

Pursuant to the Company's standard franchise agreement, which is incorporated in
its Uniform Franchise Offering Circular, the initial franchise fee for a one
unit franchise is $19,500. The fee for each additional franchise declines
thereafter. The fee for an area development franchise is $69,500. These
franchise fees do not include the costs associated with the operation of the
restaurant, including food, supplies, labor, equipment, occupancy costs and
taxes.

Each franchisee is subject to a royalty fee of a maximum of six percent of the
franchisee's gross sales, net of sales taxes and certain other adjustments,
based upon sales reports at the end of each calendar month. In the fiscal year
ended June 30, 1998, the Company received a total of $330,569 in franchise fees
and royalty income. Most franchisees, pay royalties at a rate substantially
lower than six percent of gross sales, with an average royalty of about three
percent. Reduced royalty fees have been granted by the Company for certain older
franchisees and for franchisees who operate multiple units.

 As of September 30, 1998, franchisees operating sixteen restaurants have either
been notified of being in default for non-payment of royalties or are more than
90 days in default on royalty payments. The inability of the Company's
franchisees to make payments on a timely basis will adversely affect the
Company's liquidity and its operations.

(D)     Suppliers and Pricing

Seafood prices, particularly the price of pollack, are subject to supply
problems due to environmental and economic factors. The Company is developing
measures to minimize the effect on the Company. However through negotiations,
the Company was able to reduce the cost of seafood from the fiscal year ended
June 30, 1997.


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The Company's principal product, "Fish and Chips," includes pollack. Other
species are being tested as alternatives due to supply, price and availability.
The Company and franchisees utilize one supplier to the Company owned stores for
pollack. The Company and its franchisees use three suppliers for shrimp. For the
fiscal year ended June 30, 1998, purchases of pollack and shrimp accounted for
approximately 20% and 7% of the Company's operating expenses, excluding
occupancy costs, respectively. The Company has reduced its costs since June 30,
1997 by utilizing new suppliers of pollack, chicken and shrimp. Such seafood
supplies and prices are subject to volatility. Seafoods of the quality sought by
the Company tend to trade on a negotiated basis depending upon supply and demand
at the time of purchase. Supply and price can be affected by multiple factors,
such as weather, politics and economics in the producing countries. An increase
in the prices of seafood, particularly pollack, could have an adverse effect on
the Company.

The Company maintains relationships with certain seafood vendors in an effort to
obtain seafood of the quality and in the quantity demanded by the Company's
customers. These relationships enable the Company to maintain its supply of fish
as well as affording the Company some price stability. The Company has sought to
mitigate the effects of price volatility by entering into agreements with its
principal fish suppliers to provide fixed prices for seafood products during the
six months to one year duration of the contracts. Such fixed price agreements
also help ensure the Company's supply of fish and enables the Company to reduce
its supply costs. Although the Company anticipates that the agreements will be
renewed on substantially the same terms as the current agreements, there can be
no assurance that the new terms will not be more costly. However the Company
believes that alternate suppliers of pollack and other seafoods are available if
the prices of pollack or other seafoods increase substantially. Management also
intends to take advantage of changing technologies with respect to the "farming"
and breeding of selected species of fish and seafood products, and currently
purchases some fish products that are "farmed."

The Company uses many different individual suppliers for many of its significant
non-seafood items. For example: cups, potatoes, chicken, shortening and
proprietary fish batter are each purchased from different individual suppliers
under oral and written agreements which set the price for one year. New
contracts which have been negotiated will generate lower cost of goods with
better quality. All of the Company's supplies are delivered by such suppliers to
one distributor who services the Company's restaurants from three distribution
centers. Any disruption in supplies from such suppliers could temporarily have
an adverse effect on the Company's operations, although the Company believes
that the supplier could readily be replaced. Except with respect to the
Company's proprietary batter mix, franchisees can purchase such products from
other suppliers or distributors, subject to the Company's prior approval.

(E)  Competition

The restaurant business is highly competitive with respect to price, service,
location and food 


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quality and is generally considered to be a mature industry. Competition in the
industry can be expected to increase. The industry is affected by changes in
consumer eating habits and preferences, local, regional and national economic
conditions, demographic trends, automobile traffic patterns, government
regulation, employee availability and commodity and operating cost fluctuations,
many of which are beyond the Company's control. Any unplanned or unanticipated
changes in these factors could adversely affect the Company.

There are numerous well-established competitors in the operating areas of the
Company. Restaurants operated or franchised by the Company compete directly not
only with quick service restaurants ("QSRs"), but also with moderately priced
family and specialty restaurants. Significant competitors include fast food
seafood restaurants such as Long John Silvers and Captain D's, casual dining
restaurants with a seafood emphasis such as Red Lobster and Landry's, and other
chains that serve seafood or chicken, or both.

The Company's primary competitors in the fast service seafood restaurant
business are Long John Silvers and Captain D's. Both competitors have company
owned and franchised restaurant operations in certain regions of the United
States. Long John Silvers is the largest competitor with over 1,300 locations
nationwide. However, in June 1998 Long John Silver's filed for bankruptcy
protection under Chapter 11. Captain D's, a wholly owned subsidiary of Shoney's,
Inc. with approximately 600 units, has a strong regional presence in the
southeastern United States. The amount of competition varies among the Company's
principal regional markets. Both Captain D's and Long John Silvers compete
directly with the Company in Ohio and Pennsylvania, although the level of
competition is highest in several Pennsylvania markets. Long John Silvers
competes directly with the Company in several of its markets in Florida.

In Ontario, the Company has significant direct competition from independent fish
and chips restaurants, but less direct competition from other major fast service
seafood chains. Many of the Company's competitors possess substantially greater
financial, marketing, personnel and other resources than those of the Company.
Such competitive pressures limit the Company's ability to increase food and
beverage prices and thus may limit the extent to which the Company and its
franchisees can offset certain costs of doing business. There can be no
assurance that well-established competitors will not place additional
restaurants in close proximity to those of the Company and its franchisees.

The Company also faces vigorous competition from other QSR chains in attracting
and retaining suitable franchises. Beginning in the fiscal year commencing July
1, 1998, the Company plans to increase its number of franchised restaurants but
there can be no assurance that it will be able to attract and retain suitable
franchisees.

The Company has developed a concentration of restaurant locations in the food
courts of regional shopping malls. The competition in the malls typically
consists of the seven to thirteen different restaurant concepts in each food
court. Each food concept generally serves a distinctive menu 


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item which may compete, directly or indirectly, with the Company. There can be
no assurance that the Company will continue to be able to compete effectively
with such food concepts. Top competitors in food courts include Sbarros,
Chik-fil-a, Philly Stations, a variety of small chains featuring Japanese,
Chinese, Cajun and other ethnic foods. Major QSR chains such as McDonald's, KFC,
Burger King, Wendy's, and Taco Bell are opening in food courts. The major chains
benefit from broad consumer awareness generated by broadcast media. These
concepts can dominate a food court.

(F) Seasonality

The Company derives a significant portion of its sales during the
November/December (Christmas) and March/April (Easter) holiday seasons, which
are reflected in the Company's operating results for the second and third
quarter. These seasonal effects are dependent upon the general retailing
environment and customers' preference to shopping malls. Weather can have a
significant affect on shopping in Northern climates. 86% of the Company's sales
come from Northern states. These areas can be significantly impacted by weather
during December, January and February. Approximately 70% of the Company's
restaurant revenue is derived from shopping malls. The Company derives
approximately 15% of its total annual revenues from operations of the stores
located in shopping malls during the holiday season.

(G) Employees

At September 30, 1998, the Company had approximately 700 employees. A total of
approximately 575 employees are paid on an hourly basis and 125 employees
receive a salary. Six of the Company's employees perform executive functions.
Most of the Company's employees are employed at the Company's restaurants. The
Company believes that the number of persons employed is adequate to conduct the
Company's current level of operations. The addition of new restaurants will also
increase the number of employees at the restaurants and may require added
corporate staff if significant expansion occurs.

(H)  Government Regulation

The Company's business is subject to extensive federal, state and local
government regulation, including regulations relating to franchising, public
health and safety, zoning and fire codes. The failure to obtain or retain food
or other licenses would adversely affect the operations of the Company's
restaurants.

The Company is subject to federal and state laws, rules and regulations that
govern the offer and sale of franchises. The Company is also subject to a number
of state laws that regulate certain substantive aspects of the
franchisor-franchisee relationship. If the Company is unable to comply with the
franchise laws, rules and regulations of a particular state, relating to offers
and sales of franchises, the Company will be unable to engage in offering or
selling franchises in such state. 


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The Company believes it is in compliance with such laws, rules and regulations
and has not been cited for non-compliance. In 1995, the Federal Trade Commission
("FTC") conducted an investigation related specifically to the Company following
a complaint filed by certain franchisees but the FTC took no action. The
complaint alleged various misrepresentations by the Company, including
misrepresentations to the franchisees regarding (i) the investment risk,
earnings, food costs and construction costs that could be expected by a
franchisee, (ii) the rate of expansion of the number of Arthur Treacher's
restaurants and (iii) the availability of national advertising and marketing
support. The Company is not currently subject to any investigation by any
federal or state regulatory authority.

On a national level, the FTC requires the Company to furnish prospective
franchisees with a disclosure document which complies with the FTC's Trade
Regulation Rule (the "FTC Rule"). The Company's current FTC disclosure document
is effective for use in 37 states, and the District of Columbia, that do not
require registration of disclosure documents. However, in the 13 remaining
states, the Company is required to register a state-specific document and
receive an effective registration notice prior to the commencement of sales of
franchises in such states. The Company is not qualified to sell franchises in
any state that requires a state specific document although the Company believes
that it could register in such states if it chose to offer franchises in such
states. The Company has begun the registration process in Illinois, New York,
Virginia and Maryland.

The Company will be required to update its FTC disclosure document to reflect
the occurrence of material events. The occurrence of any such events may, from
time to time, require the Company to modify its disclosure documents within 90
days or stop offering and selling franchises until the document is so updated.
There can be no assurance that the Company will be able to update its disclosure
document or become registered to offer or sell franchises in certain states
consistent with its expansion plans or that the Company will be able to comply
with existing or future franchise regulations in any particular state, any of
which could have an adverse effect on the Company.

(I)  Trade and Service Marks and Trade Secrets

The Company believes that the "Arthur Treacher's" and the "Arthur Treacher's
Fish & Chips" service marks and other service marks may have significant value
and are important to the marketing of its restaurants and products. All are
registered with the United States Patent Office. The Company has applied to
register "Arthur Treacher's Seafood Grille" as a service mark. The Company's
principal "Arthur Treacher's" and "Arthur Treacher's Fish and Chips" service
marks are subject to renewal for 10 year periods upon application to the United
States Patent Office in 2007. The other service marks are subject to renewal for
10 year periods on various dates between 1999 and 2001. Upon expiration of each
period, the marks may be renewed for successive 10 year periods. There can be no
assurance, however, that the Company's trade and service marks do not, or will
not, violate the proprietary rights of others, that the Company's 


                                       14
<PAGE>

trade and service marks would be upheld if challenged or that the Company would
not be prevented from using its trade or service marks.

Any of the aforementioned instances could have a material adverse effect on the
Company and its franchisees. The Company's trade and service marks have not been
and are not subject to any material challenges and the Company has acted to
vigorously defend the marks in several isolated instances where alleged
infringement has occurred. The Company is aware of two restaurants in the New
York metropolitan area which infringed on the Company's service mark in 1996,
each of which ceased such infringement upon demand by the Company.

The Company utilizes a proprietary batter mix in connection with the preparation
of its seafood products. There can be no assurance that such recipe will not be
copied by a competitor and that the Company's business will not be adversely
affected.


                                       15
<PAGE>

Item 2.  Description of Property.

The Company's principal executive offices are located at 7400 Baymeadows Way,
Jacksonville, Florida 32256 (904-739-1200). The Company rents its 7,600 square
feet of headquarters space for an annual rent of approximately $134,000 pursuant
to a lease which expires in 2001. The Company believes that its headquarters
space is adequate for its proposed expansion.

The Company's 62 restaurants include 31 restaurants located in premises leased
by the Company, 31 located in premises leased by MIE, a wholly-owned subsidiary
of the Company. In addition, with respect to five leases, the Company either
guarantees the obligations of franchisees or leases the properties and subleases
them to franchisees. The Company's free standing restaurants are each
approximately 2,000 square feet and the Company's restaurants located in malls
are each approximately 400 to 1,100 square feet.

The leases have remaining terms ranging from one to 20 years. Many of the leases
contain renewal options for periods of five to 10 years. The Company is
reviewing whether to continue to operate any marginal restaurants acquired in
the MIE Acquisition and to renegotiate the terms of each restaurant lease upon
the expiration of each lease. The following chart sets forth the expiration
dates of the terms of (i) the leases of Company owned restaurants, and (ii) the
Company's leases which are subleased to franchisees and leases of franchisees
which are guaranteed by the Company.

                                 Leases Subject
                                 to Guarantees
         Number of Leases        or Subleases                 Expiration Date
         ----------------        ---------------              ---------------
               6                       1                           1998
               5                       0                           1999
               4                       1                           2000
              16                       0                           2001
              12                       3                           2002
              15                       0                           2003
               7                       0                           2004
               8                       0                           After 2004


                                       16
<PAGE>

Item 3.  Legal Proceedings

ATAC Corporation and Patrick Cullen v. Arthur Treacher's, Inc. and James
Cataland, Case No. 1:95CV 1032, In the U.S. District Court, Northern District,
Ohio Eastern Division; filed May 9, 1995. On November 16, 1994, Arthur
Treacher's terminated the agency agreement of a Regional Development
Representative, ATAC Corporation, on the grounds that ATAC breached the
agreement by assigning the agency agreement to a third party without the consent
of Arthur Treacher's. ATAC claims that the Company was aware of and consented to
the third-party assignment. The Company is unaware of any document signed by a
properly-authorized representative of the Company formally authorizing or
consenting to the assignment. On May 9, 1995, ATAC filed the action and alleged
that the Company terminated the contract without cause, tortuously interfered
with other business relationships, committed wrongful conversion of the
territory and committed restraint of trade and price-fixing, breach of contract,
fraud, and violations of RICO. ATAC originally demanded a minimum of $2,750,000
in compensatory damages and $6,000,000 in punitive damages. In response to the
original complaint, the Company filed a motion to dismiss all of the claims. In
addition, the Company filed a counterclaim against ATAC seeking a Declaratory
Judgment that ATAC does not have a service contract with the Company in certain
areas which the Company does business, that ATAC has committed breach of
contract and that the Company is entitled to indemnification for previous
lawsuits which have occurred because of the actions of ATAC on behalf of the
Company. ATAC has twice amended the claims and allegation of the original
complaint. In the Third Amended Complaint, ATAC asserts claims against the
Company and the Company's former President, James Cataland, for fraud, breach of
contract, tortuous interference with contract, violations of the Ohio Business
Opportunity Act, violations of the Ohio Consumer Sales Practices Act and breach
of fiduciary duty. ATAC seeks in excess of $10,000,000 in compensatory,
punitive, and statutory damages from the Company. In response to the Third
Amended Complaint, the Company in 1997 filed a Motion to Dismiss ATAC's claims
for breach of fiduciary duty and under the Consumer Sales Practices and Business
Opportunity Acts. The Company also requested that the district court dismiss the
claim against the Company's former President. The Company in 1998 filed Motions
for Summary Judgment on behalf of itself and the Company's former President with
respect to all of ATAC's claims (except breach of contract) and requested that
the court refer the remaining contract claim to binding arbitration. The Court
recently granted the Company's Motion to Stay the lawsuit pending arbitration
and the ruling is presently the subject of an appeal to the Sixth Circuit Court
of Appeals.

The Company originally believed that the lawsuit was an attempt by plaintiffs to
regain the territory by forcing the Company to defend expensive litigation at
significant expense and that the plaintiffs' claims are without merit. The
Company now understands that ATAC solely seeks damages from the Company. The
Company still believes that ATAC's claims are meritless. The Company's
attorneys have indicated that they intend to vigorously defend The Company from
the claims made by ATAC and pursue any counterclaims.

In opinion of Management, the ultimate disposition of these matters will not
have a material adverse effect on the Company's consolidated results of
operations of financial position.

                                       17
<PAGE>

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

         Not Applicable.


                                       18
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

The following table sets forth the high and low prices for the periods indicated
as reported by the National Daily Quotation Service, Inc. between dealers and do
not include retail mark-ups, mark-downs, or commissions and do not necessarily
represent actual transactions, as reported by the National Association of
Securities Dealers Composite Feed or other qualified inter-dealer quotation
medium. As of September 30, 1998, the closing bid price was $ .875 per share.

                                     Low                      High
                                    -----                     -----

1997 Fiscal Year:

First Quarter                       2.000                     3.375
Second Quarter                      3.000                     3.375
Third Quarter                       3.000                     3.875
Fourth Quarter                      3.000                     3.313

1998 Fiscal Year:

First Quarter                       3.000                     3.500
Second Quarter                      3.000                     4.250
Third Quarter                       3.125                     4.000
Fourth Quarter                      2.000                     3.563

The Common Stock is recorded on the NASD Bulletin Board with the symbol ATCH. As
of June 30, 1998, the number of record holders of the Company's Common Stock was
551.

Dividends

To date, the Company has not paid any dividends on its Common Stock. The payment
of dividends, if any, in the future is within the discretion of the Board of
Directors and will depend upon the Company's earnings, its capital requirements
and financial condition, and other relevant factors. The Company does not intend
to declare any dividends in the foreseeable future, but instead intends to
retain all earnings, if any, for use in the Company's business operations. No
dividends may be distributed with respect to the Common Stock so long as there
are accrued and unpaid dividends on the Series A Preferred Stock and Series C 
Preferred Stock.  The amount of accumulated and unpaid dividends on the Series A
Preferred Stock and Series C Preferred Stock was approximately $68,985 as of
June 30, 1998. On December 23, 1997, the Company completed a Private Placement
Offering of Series C 10% Cumulative Redeemable Preferred Stock and Common Stock
Purchase Warrants with gross proceeds of an aggregate amount of $990,000.

In conjunction with the acquisition of MIE, the former owners of MIE (Magee) and
the Company 


                                       19
<PAGE>

amended the terms of the Series B Preferred Stock and agreed that no
dividends would accumulate on such Preferred Stock after November 30, 1996. The
Company also agreed to pay Magee an amount equal to the accrued dividends on the
Series B Preferred Stock through November 30, 1996 (which was $390,417) was paid
in full on September 1998. In addition, the 490,000 outstanding shares of Series
B Preferred Stock are now allowed to be convertible at the auction of the holder
or the Company at any time, and the conversion rate was increased so that Magee
will receive 765,625 shares of Common Stock upon conversion for no additional
consideration. The Company has not determined when it will require conversion of
the Series B Preferred Stock into Common Stock.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

This Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Company should be read in conjunction with the Financial
Statements and Notes thereto appearing elsewhere in this Registration Statement.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995.

Information set forth herein contains "forward-looking statements" which can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "should" or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of strategy. No
assurance can be given that the future results covered by the forward-looking
statements will be achieved. The Company cautions readers that important factors
may affect the Company's actual results and could cause such results to differ
materially from forward-looking statements made by or on behalf of the Company.
Such factors include, but are not limited to, changing market conditions, the
impact of competitive products, pricing and acceptance of the Company's
products.

Overview

The Company's principal sources of revenues are from the operations of the
Company owned restaurants and the receipt of royalties from franchisees. The
Company's cost of sales includes food, supplies and occupancy costs (rent and
utilities at Company owned stores). Operating expenses include labor costs at
the Company owned stores and advertising, marketing and maintenance costs.
Franchise services and selling expenses include fees payable to regional
representatives and their expenses and the salary of the Company's Director of
Franchise Services. General and administrative expenses include costs incurred
for corporate support and administration, including the salaries and related
expenses of personnel at the Company's headquarters in Jacksonville, Florida
(except the Director of Franchise Services), the costs of operating the
headquarters offices (rent and utilities) and certain related costs (travel and


                                       20
<PAGE>

entertainment).

Results of Operations

The following discussion includes the following periods: (i) the fiscal year
ended June 30, 1998 ("Fiscal 1998") and (ii) the fiscal year ended June 30, 1997
("Fiscal 1997") and the fiscal year ended June 30, 1996 ("Fiscal 1996"). The
financial results of the Company have been audited as of the full fiscal years
ended June 30, 1998, June 30, 1997 and June 30, 1996. Fiscal 1997 reflects the
operation of MIE as of November 27, 1996 (the date of consummation of the
acquisition).

Fiscal 1998 and Fiscal 1997

The Company's reported total revenues of $22,986,762 for Fiscal Year 1998, ended
June 30, 1998, an increase of $5,211,103 or 29.3%, compared to Fiscal 1997. The
increase in sales include the operating results of the restaurants from the
Company's M.I.E. division for all of Fiscal Year 1998, compared to the 31 weeks
of operation for fiscal 1997.

The most significant increase from revenues came from net restaurant sales
(defined as gross restaurant sales less coupons, promotion cost and discounts)
which increased 25.9% or $4,156,236 to $20,202,927 compared to the same period
last year of $16,046,691. The increase was attributable to the net restaurant
sales generated by the M.I.E. division for a full 52 week period ended Fiscal
Year 1998, compared to the post acquisition 31 week period of operation for the
period ended Fiscal Year 1997.

Franchise and royalty income decreased 31.8% or $154,316 to $330,569 for Fiscal
Year 1998 primarily due to the acquisition of M.I.E. Hospitality, Inc., the
Company's former 32 restaurant franchisee and several other franchise locations.
Regional representative fees decreased in conjunction with the decline in
royalty revenue compared to the same period last year. Overall, comparable store
sales for restaurants operated a minimum of 12 months decreased by 6.6% in
Fiscal Year 1998 compared to Fiscal Year 1997.

Cost of sales from restaurant operations improved by 1.1% to 34.6% on net
restaurant sales for Fiscal Year 1998, as compared to 35.7% for the same period
last year. The Company's total costs and expenses increased 27.0% or $5,399,318
to $25,097,878 for Fiscal Year 1998, as compared to the same period last year.
Of the increase $4,945,806 or 91.6% of the increase was attributed to cost and
expenses incurred by the M.I.E. division from July 1 through November 26, 1997.
Additional costs incurred in Fiscal Year 1998 was a function of the acquisition
of three additional restaurants during the fiscal year.


                                       21
<PAGE>

The Company considers Earnings (Losses) Before Interest, Taxes, Depreciation and
Amortization, and non-recurring expenses ("EBITDA" or "EBITDA Losses") to be
another important indicator of operating performance. For Fiscal 1998, the
Company reported EBITDA Losses of ($895,760) as compared to EBITDA Losses of
($1,257,933) for the same period last year, an improvement of $362,173 or 28.8%.
This improvement was primarily the result of the net increases from restaurant
operations and the continued focus on cost controls.

Other non-recurring cost increased by $512,204 of which $419,417 was attributed
to the professional fees and due diligence expenses associated with the proposed
Seattle Crab Company and Miami Sub's Corporation acquisitions, which were
subsequently terminated.

Interest expense increased 18.1% or $29,557 to $192,687 for Fiscal Year 1998, as
compared to $163,130 for the same period last year. The increase in interest
expense was a function of increased debt financing for recent acquisitions, new
store construction and renovations.

Depreciation and amortization increased 67.6% or $490,388 to $1,215,356 for
Fiscal Year 1998, as compared to $724,968 for the same period last year. This
increase was primarily driven by acquisitions, new store construction and
renovations and a write-down of $110,000 in accordance with FASB 121.

The undeclared preferred stock dividends increased $51,387 in Fiscal Year 1998
primarily due to the issuance of Series C Preferred Shares in November 1997.

As a result of the foregoing, particularly the increase in depreciation and
amortization and non recurring cost, the Company's net loss (before preferred
dividends) increased 33.2% or $689,673 to $2,768,695 for Fiscal Year 1998, as
compared to a net loss (before preferred dividends) of $2,079,022 for the Fiscal
Year 1997.

Fiscal 1997 and Fiscal 1996

The Company's revenues increased 126% to $17,775,659 for Fiscal 1997 compared to
Fiscal 1996. This increase was primarily driven by the Company's acquisition of
MIE, an operator of 32 Arthur Treacher's Fish & Chips restaurants, which
generated revenue of approximately $8,400,000 and the purchase or assumption of
nine additional franchise restaurants. Comparable store sales for restaurants
operated a minimum of 12 months increased 1.13% in Fiscal 1997 compared to the
Fiscal 1996. The increase in revenues was also stimulated by new marketing
campaigns, new menu promotion items such as scallops, oysters and popcorn shrimp
and an aggressive approach to retain quality restaurant management.

The most significant increase from revenues came from restaurant sales, which
increased 155% to $16,934,481 in Fiscal 1997 compared to $6,648,564 in Fiscal
1996. Franchise and royalty 


                                       22
<PAGE>

income decreased 44% to $484,885 in Fiscal 1997 primarily because of the
acquisition of 41 franchised restaurants.

The Company's total cost and expenses excluding depreciation and amortization
and interest increased 122% to $19,033,592 for Fiscal 1997 compared to Fiscal
1996. Approximately $544,000 of the increase resulted from settlements of
lawsuits, lease cancellations and start-up cost associated with the Seafood
Grille concept in the Detroit market. With the addition of 41 Company-owned
restaurants, including 32 purchased from MIE, total costs and expenses increased
compared to Fiscal 1996, although total cost as a percentage to sales declined
1.75% from Fiscal 1996.

Regional representative fees, which are included in operating expenses are based
on the number of representatives and the amount of royalty income from
franchisees in a representative's region. Such fees declined compared to Fiscal
1996 in conjunction with the purchase of 41 franchise restaurants. Each
representative acted as the Company's exclusive agent in a designated territory
to market and supervise individual franchisees and to sell franchise
opportunities. Each representative received 50% of the royalties received by the
Company under each franchise agreement and $9,000 of the $19,500 initial
franchise fee paid by each franchisee in such territory. The Company has two
remaining regional representatives but the development of the regional
representative program has been discontinued by the Company.

Cost of sales from restaurant operations, which excludes occupancy and
depreciation, declined by 3.2% in Fiscal 1997 compared to Fiscal 1996 primarily
due to an aggressive effort to increase the Company's purchasing efficiencies by
reducing contract prices with several major suppliers of fish, shrimp, chicken,
potatoes and cooking oil.

General and administrative expenses increased to $2,050,734 for Fiscal 1997
compared to $1,097,350 for Fiscal 1996 as a result of the settlements of
lawsuits, disputes regarding leases and fees related to a consulting agreement
with the former Chief Executive Officer which became effective on June 1, 1996.
These expenses totaled approximately $681,000 in Fiscal 1997, which included
approximately $137,000 to the former Chief Executive Officer.

Interest expense for Fiscal 1997 was $163,130 compared to $168,513 in Fiscal
1996. Although total outstanding debt increased, the decrease in interest
expense was a function of improved interest rates on new debt with respect to
recent acquisitions of restaurants.

Depreciation and amortization increased to $724,968 in Fiscal 1997 from $290,120
in Fiscal 1996. This increase was primarily caused by the increase in fixed
assets from the acquisition of restaurants.

On May 23, 1997 the Internal Revenue Service accepted the Company's proposal of
payment of $20,000 and the forfeiture of $1,180,064 of the Company's net
operating loss for the period prior 


                                       23
<PAGE>

to 1992 and removed all restrictions relative to the use of the Company's
remaining net operating losses for the tax periods prior to 1992 and all
subsequent net operating losses. As a result of this agreement, the Company
determined it has additional deferred tax assets of $1,025,088 related to net
operating loss carry forwards. This entire amount was recorded during 1997 and
has been offset by an increase in the valuation allowance.

As a result of the foregoing, particularly the increase in general and
administrative expenses, the Company's net loss was $2,079,022 in Fiscal 1997
compared to a loss of $1,154,340 in Fiscal 1996.

Liquidity and Capital Resources

The Company has financed its operations principally from revenues derived from
Company owned restaurants, royalty income from franchisees, and private
placements of equity and debt. The Company has raised over $12 million in equity
since May 1996, of which $2 million of equity and debt has been raised since
December 1997.

Preferred Stock "Series C"                            December 1997   $  990,000
Common Stock                                          June 1998       $  438,315
Private Placement of Promissory Notes and Warrants.   September 1998  $  600,000
                                                                      ----------
                                                                      $2,028,315

The Company has been and will continue to engage in contract negotiations with
certain suppliers to reduce the Company's cost of goods sold and improve the
Company's liquidity.

The Company's current liabilities exceeded its current assets by $2,143,782 at
June 30, 1998 compared to $599,694 at June 30, 1997. The Company had cash and
short-term investments of $909,636 at June 30, 1998 compared to $867,847 at June
30, 1997. Particularly before the installation of new management and change in
control in June 1996, operating losses caused the Company to suffer liquidity
problems, which included the Company's inability to make certain lease and note
payments when due. The Company became in arrears with respect to certain leases
because of poor performance by stores in those locations. The Company had also
incurred indebtedness in connection with (i) the conversion of past due amounts
under certain leases to indebtedness and (ii) the repurchase of certain
franchises, but several of such restaurants were unable to generate sufficient
revenues to repay the indebtedness.

During Fiscal 1998, the Company experienced negative cash flow which has
adversely affected its liquidity. Such negative cash flow resulted primarily
from start-up expenses related to the introduction of the "Seafood Grille"
concept into the Detroit marketplace, legal and lease obligation settlements,
integration expenses related to the construction of new restaurants in the New
York City area, and the professional fees and due diligence expenses associated
with the proposed Seattle Crab Company and Miami Subs Corporation acquisitions,
which were 


                                       24
<PAGE>

subsequently terminated.

The management of the Company has reduced certain costs since the change of
control in June 1996 and continues to seek opportunities to reduce the Company's
operating costs. Since March 30, 1997, the management of the Company has reduced
its administrative staff and has reassigned various middle management positions
that the Company hopes to yield a cost savings of approximately $275,000
annually. Since June 30, 1996, the Company has changed suppliers and
distributors to further reduce costs.

The Company believes that its current cash resources, cash flow from operations,
cost savings (including equipment leasing opportunities and new supplier
relationships) will be sufficient to adequately fund its current working capital
needs through the fiscal year commencing July 1, 1998, although additional
financing may be required for all planned capital expenditures. In the event
that the Company needs additional working capital to finance its operations or
capital expenditures, the Company believes it could meet its needs through
either additional borrowings or the sale of additional equity, although there
can be no assurance that the Company would be successful in obtaining any such
financing, or on what terms such transactions could be effected.

Year 2000 Compliance

The Company has undertaken a comprehensive review of its computer-based systems
and applications to identify modifications necessitated by the century change in
the year 2000 and has implemented a plan to make such modifications. The Company
intends to have all critical systems compliant with the century change prior to 
December 31, 1998. The Company is in the process of updating all accounting and
computer programs, which the Company does not expect the costs of compliance to
be material relative to its financial condition. The Company has made inquiries
with its suppliers in regards to year 2000 compliant. However the business of 
the Company could be adversely affected should the Company or other entities 
with whom the Company does business with be unsuccessful in completing 
critical modifications in a timely manner.

Item 7.  Financial Statements.

         The financial statements are filed as part of this Annual Report on
Form 10-KSB.

Item 8.  Changes in and Disagreements with Accountants.  None


                                       25
<PAGE>

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.

       Name                    Age                    Position
-----------------              ---                    --------

Bruce R. Galloway               40           Chairman of the Board and
                                             Chief Executive Officer

Skuli Thorvaldsson              56           Vice Chairman of the Board

William F. Saculla              46           President, Chief Financial Officer,
                                             Secretary, Director

Fred Knoll                      43           Director

Heinz Schimmelbusch             54           Director

Dennis S. Bookshester           59           Director


Directors

Bruce R. Galloway. Mr. Galloway has been Chief Executive Officer since May 1998
and Chairman of the Board of Directors since May 1996. Mr. Galloway is currently
a managing director of Burnham Securities Inc., the placement agent in the
November Private Placement, an NASD Broker/Dealer and investment bank based in
New York. Prior to joining Burnham in 1993, Mr. Galloway was a senior vice
president at Oppenheimer & Company, an investment bank and NASD Broker/Dealer
based in New York, from 1991 through 1993. Mr. Galloway holds a B.A. degree in
Economics from Hobart College and an M.B.A. in Finance from New York
University's Stern Graduate School of Business.

Skuli Thorvaldsson. Mr. Thorvaldsson has been Vice Chairman of the Board of
Directors since May 1996. Mr. Thorvaldsson has been the Chief Executive Officer
of the Hotel Holt in Iceland since 1980. . Mr. Thorvaldsson has various
diversified interests in food court services, travel agency and pork processing.
He is also a master franchisee of Domino's Pizza in Scandinavia. Mr.
Thorvaldsson is a director of Allied Resources Corp. Mr. Thorvaldsson graduated
from the Commercial College of Iceland and the University of Barcelona. Mr.
Thorvaldsson received his Degree in Law from the University of Iceland.

William F. Saculla. Mr. Saculla has served as Secretary of the Company and Chief
Financial


                                       26
<PAGE>

Officer since 1984. In May 1998, Mr. Saculla was named President and was also
nominated to the Board of Directors. Mr. Saculla earned a B.S. degree in
Accounting from Youngstown State University in 1978.

Fred Knoll. Mr. Knoll is a Director of the Company. Since 1987, he has been the
principal of Knoll Capital Management, L.P., a venture capital firm specializing
in the information technology industry. From 1989 until 1993, Mr. Knoll was
Chairman of the Board of Directors of Telos Corporation (formerly C3 Inc.), a
computer systems integration company with approximately $200 million in annual
sales. From 1985 to 1987, Mr. Knoll was an investment manager for General
American Investors, responsible for the technology portfolio, and served as the
United States representative on investments in leveraged buyouts and venture
capital for Murray Johnstone, Ltd. of Glasgow, Scotland. Mr. Knoll is the
Chairman of the Board of Thinkings Tools Inc. and is co-manager of Valor
International fund. Mr. Knoll holds a B.S. in Electrical Engineering and
Computer Science and a B.S. in Management from Massachusetts Institute of
Technology and an M.B.A. from Columbia University in Finance and International
Business.

Heinz C. Schimmelbusch. Mr. Schimmelbusch is a Director of the Company. He is
Chairman, President and Chief Executive Officer of Allied Resource Corporation
("Allied"), a company founded by Mr. Schimmelbusch in 1994 to develop companies
active in mining, advanced materials and recycling. Mr. Schimmelbusch is also
Chairman of Alanx Corporation, a producer of composite ceramics for wear
solutions; Chairman and Chief Executive Officer of Puralube, Inc., which is
commercializing an advanced process for re-refining used oil; and a Director of
Northfield Minerals Inc., a gold mining and exploration company listed on the
Toronto Stock Exchange. Mr. Schimmelbusch has been a Director of Safeguard
Scientific Corporation, a company whose shares are listed on the New York Stock
Exchange, since 1989. Prior to 1994, Mr. Schimmelbusch was Chairman of the
Management Board of Metallgesellschaft AG, Germany, a multinational company in
the process industries, and Chairman of the Supervisory Board of LURGI AG,
Germany's leading process engineering firm; of Buderus AG, a leading
manufacturer of commercial and residential health equipment; of Dynamit Nobel
AG, a leading manufacturer of explosives; and Norddeutsche Affinerie AG,
Europe's largest copper producer. Mr. Schimmelbusch also served on the Boards of
several leading German Corporations and institutions, including Allianz
Versicherungs AG, Munich; Philipp Holzmann AG, Frankfurt; Mobil Oil AG, Hamburg;
Teck Corporation, Vancouver; and others. Mr. Schimmelbusch has been the founder
and Chief Executive Officer of a number of public companies in process
industries, including: Inmet Corporation, Toronto, Canada (formerly Metall
Mining Corporation); Methanex Corporation, Vancouver, Canada; and B.U.S.
Umweltservice AG, Frankfurt, Germany. Mr. Schimmelbusch served as a Member of
the Presidency and Chairman of the Environmental Division of the German
Industrial Association (BDI) and represented Germany on the Executive Board of
the International Chamber of Commerce, Paris, where he held the office of Vice
President. Mr. Schimmelbusch received his graduate degree (with distinction) and
his doctorate (magna cum laude) in Economics from the University of Tubigen,


                                       27
<PAGE>

Germany.

Dennis S. Bookshester Mr. Bookshester is a Director of the Company. Since 1991,
he has been a business consultant. In January 1997, he became President and
Chief Executive Officer of H20 Plus, LLP. From 1990 through 1991, he served as
President and Chief Executive Officer of Zale Corporation. From 1984 through
1989, he served as Vice Chairman of Carson Pirie Scott & Company and as Chairman
and Chief Executive Officer of its retail division. From 1983 through 1984, he
served as the President and Chief Executive Officer of the Department Stores
Division of Carson Pirie Scott & Company. From 1977 through 1983, he held
various executive positions with Associated Dry Goods Corporation, where he
served as President of its Caldor, Inc. subsidiary from 1982 through 1983, as
Chairman and Chief Executive Officer of Sibley, Lindsay and Curr Division from
1978 through 1982 and as President of such division from 1977 through 1978. From
1961 through 1977 he was with Federated Department Stores, Inc. where he became
Senior Vice President of Merchandising. Mr. Bookshester has been Chairman of the
Board of Cutonix Corp. since July 1997. Mr. Bookshester is a Director of Evans,
Playboy Enterprises Inc., Fruit of the Loom, Sundance Homes, and the University
of Chicago Council for the Graduate School of Business. Mr. Bookshester received
his B.S. degree from the University of Alabama in 1960.

Each Director is elected to serve until the Company's next annual meeting of
Shareholders and until his successor is duly elected and qualified. There are no
agreements with respect to the election of directors. Executive officers are
appointed annually by the Board of Directors and each executive officer serves
at the discretion of the Board of Directors.

Other Key Employees

Thomas K. Hoffman, Executive Vice President, Corporate Development. Mr. Hoffman
joined the Company when MIE was purchased in November of 1996. In his current
capacity he is responsible for purchasing, new product development, store
development and franchise relations. Prior to this he served as Vice President
of Operations for MIE from 1986 until 1996. He continued supervising the MIE
stores after the Company purchased the franchise until May 1998 when he was
promoted to his current position. He received a BA degree in Business Management
from Bloomsburg University in 1975.

Richard J. Gerner, Director of Operations. Mr. Gerner joined the Company in
August of 1998. Prior to this, he was Vice President of Operations for Public
Storage, Inc. In this capacity he supervised the operation of 80 storage
facilities. From 1990 to 1996 he was Regional Director of Operations for
Hardee's Food System, Inc. (Roy Rogers Division) were he supervised 99
restaurants divided among three concepts (Hardee's, Roy Rogers and Roy's Char
Grill).

Michael H. Cohen, Director of Marketing. Mr. Cohen joined the Company in July,
1998 as 


                                       28
<PAGE>

Director of Marketing. Prior to this, Mr. Cohen was an independent consultant in
marketing and training from 1990 focusing on restaurants, retail,
telecommunications, real estate, utility deregulation and facility management.
Mr. Cohen has experience with advertising agencies and corporate marketing
departments. In these capacities he has worked with McDonald's, Arby's, Long
John Silver's, General Mills, Village Inn, and KFC during the past twenty years.
Mr. Cohen received a B.A. degree in History and Political Science from Trinity
College, Hartford, Connecticut in 1978.

Robert J. Zelinski, Controller. Mr. Zelinski has served as Controller of the
Company since 1987. Mr. Zelinski is responsible for the Company's financial
reporting activities and internal controls . Mr Zelinski earned a B.S. degree in
Accounting from Youngstown State University in 1987 and was also a franchisee of
the Company from 1990 through 1993.

Committees

In December 1996, the Board of Directors formed the following committees:
Executive, Compensation and Audit. The Board of Directors elected William F.
Saculla, Bruce Galloway and Skuli Thorvaldsson to the Executive Committee. The
Compensation Committee of the Board of Directors was formed to review the
Company's executive compensation proposals, subject to the approval of the Board
of Directors. The Compensation Committee is composed of Dennis Bookshester,
Skuli Thorvaldsson and Bruce Galloway. The Audit Committee was formed to advise
the Board in matters relating to the audit of the Company's financial statements
and the Company's financial reporting systems. The Board elected Messrs. Bruce
Galloway, R. Skuli Thorvaldsson, William Saculla, Fred Knoll, and George Koo, an
independent advisor to the Company, as members of the Audit Committee.

In addition, the International Advisory Committee was formed to advise the Board
of Directors regarding international operations and expansion opportunities,
although without the power to obligate the Company. The Board selected Messers.
Gudmundur Jonsson, David Baron, Valdimar Thomasson, Evan Binn, Gisly Martinsson,
Lorie Karnath and Hans Rutkowski to the International Advisory Committee.

Item 10. Executive Compensation.

         The following table provides certain summary information concerning the
compensation paid or accrued by the Company to or on behalf of its Chief
Executive Officer and the other named executive officers of the Company for
services rendered in all capacities to the Company and its subsidiaries for the
fiscal years ended June 30, 1998, 1997 and 1996.


                                       29
<PAGE>

(a)  Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                               Long-Term Compensation
                                                                                 
                                Annual Compensation                                          Awards Payouts    Payouts
                               ---------------------                                         --------------    -------

Name and                                    Other Annual     Restricted      Securities          LTIP       All Other
Principal  Year    Salary         Bonus     Compensation     Stock Award(s)  Underlying          Payouts    Compensation
Position                                                                     Options/SARs
<S>        <C>     <C>            <C>       <C>              <C>             <C>                 <C>        <C>
Bruce      1998    $  20,000.00   0.00      $0.00            0.00            10,000.             $0.00             0
Galloway   1997    $  00,000.00   0.00      $0.00            0.00            255,000.            $0.00             0
Chairman,                                                                    shares of
CEO                                                                          Common Stock
           1996    $  00,000.00   0.00      $0.00            0.00            430,000             $0.00
                                                                             shares of 
                                                                             Common Stock

William    1998    $ 78,000.00    0.00      $0.00            0.00            0.00                $0.00             0
F.         1997    $ 75,000.00    0.00      $0.00            0.00            0.00                $0.00             0
Saculla                                                                      shares of 
President,                                                                   Common Stock
Treasurer

R. Frank   1998    $125,000.00    0.00      $0.00            0.00            0.00                $0.00             0
Brown      1997    $125,000.00    0.00      $0.00            0.00            20,000              $0.00             0
Former                                                                       shares of
President,                                                                   Common Stock
CEO,       1996    $  10,025.00   0.00      $0.00            0.00            700,000             $0.00
Treasurer                                                                    shares of
                                                                             Common Stock
</TABLE>


                                       30
<PAGE>

(b)    Option/SAR Grants in Last Fiscal Year  - None

(c) Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
    Values

<TABLE>
<CAPTION>
                  Shares acquired on                          Number of Unexercised           Value of unexercised
Name              exercise                Value Realized      options/SARs at June 30, 1998   in-the-money options/SARs at
                                                                                              June 30, 1998
<S>               <C>                     <C>                 <C>                             <C>
R. Frank Brown(1)         0                       0           260,000 options                 $0.00 Exercisable,

                                                              250,000 Exercisable
                                                               10,000 Unexerciseable

Bruce Galloway            0                       0           695,000 options                 $0.00 Exercisable

                                                              685,000 Exercisable
                                                               10,000 Unexerciseable
</TABLE>


(1)  25% of the options for 20,000 vest each year over a period of four years
commencing March 27, 1997 and are exercisable for five years after vesting.
     20% of the options for 260,000 shares vest each year over a period of five
years commencing June 1, 1997 and are exercisable for five years after vesting.

(d)  Long-Term Incentive Plans - Awards in Last Fiscal Year  - None

Mr. R. Frank Brown had executed an employment agreement with the Company which
expired in July 1998. Pursuant to the employment agreement, the Company granted
Mr. Brown options to purchase an aggregate of 700,000 shares of Common Stock,
with an exercise price of $1.375 per share with respect to 350,000 shares and an
exercise price of $2.125 per share with respect to 350,000 shares. Mr. Brown's
is only entitled to exercise the 240,000 options which vested as of the
termination of his contract. In March 1997, Mr. Brown received options to
purchase 20,000 shares of Common Stock at a purchase price of $3.37 per share.
25% of these options vest each year over a period of four years commencing March
27, 1997. The Company also purchased 


                                       31
<PAGE>

$1,000,000 of key man life insurance on Mr. Brown, of which the Company is the
beneficiary. Ownership of the policy was assigned to Mr. Brown upon termination
of Mr. Brown's employment.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth information as of September 28, 1997 with respect
to officers, directors and persons who are known by the Company to be beneficial
owners of more than 5% of the Company's Common Stock. Except as otherwise
indicated, the Company believes that the beneficial owners of the Common Stock
listed below, based on information furnished by such owners, have sole
investment and voting power with respect to such shares, subject to community
property laws where applicable.

Shareholder                                   Shares                Percentage

Lifeyrissjodur Austurlands                  1,225,375                  8.2
Bruce R. Galloway(1)                        1,113,214                  7.5
NTS Financial Services Ltd.                   849,041                  5.9
Lifeyrissjodurinn Hlif                        845,875                  5.7
Fred Knoll (2)                                822,916                  5.5
Liferissjodur Vestmannaeyinga                 813,125                  5.5
Evan Binn and Ronna Binn(3)                   794,292                  5.3
Magee Industrial
  Enterprises, Inc.(4)                        765,725                  5.1
AFC Enterprises, Inc.(5)                      664,166                  4.5
Skuli Thorvaldsson (6)                        158,625                  1.0
Heinz Schimmelbusch(7)                         76,668                  ---
Dennis Bookshester(8)                          50,000                  ---
William Saculla(9)                             15,000                  ---


Officers and Directors as a Group(10)       2,236,423                 15.0%

Total Outstanding Shares                   14,869,748


Notes
-----

(1)      Mr. Bruce R. Galloway is the Chairman of the Board of the Company.
         Excludes (i) warrants to purchase 430,000 shares of Common Stock at a
         purchase price of $1.51, which warrants are exercisable through May 31,
         2001, (ii) warrants to purchase


                                       32
<PAGE>

         250,000 shares of Common Stock which are exercisable at an exercise
         price of $3.30 per share through December 31, 2001 and (iii) warrants
         to purchase 10,000 shares of Common Stock which are exercisable at an
         exercise price of $3.37 per share through March 27, 2002. Does not
         include warrants to purchase 10,000 shares of Common Stock at an
         exercise price of $3.37 per share for five years, 5,000 of which vest
         each year commencing March 27, 1999.

(2)      Excludes warrants to purchase 10,000 shares of Common Stock at an
         exercise price of $3.37, which warrants are exercisable through March
         27, 2002 and warrants to purchase 10,000 shares of common stock at an
         exercise price of $3.125 through April 30, 2003. Includes 156,250
         shares of Common Stock owned by Europa International Inc. Knoll Capital
         Management, Inc., is the investment manager for Europa. Mr. Knoll is
         the sole shareholder of Knoll Capital Management Inc.

(3)      Excludes warrants to purchase 50,000 shares of common stock owned by
         Mr. And Mrs. Binn and are exercisable at a price of $1.51 per share
         through May 31, 2001.

(4)      Gives effect to the conversion of 490,000 shares of Series B Preferred
         Stock into 765,625 shares of Common Stock for no additional
         consideration

(5)      Excludes warrants to purchase 112,500 shares of Common Stock owned by
         Mr. Andrew Catapano, President of AFC Enterprises. Such warrants are
         exercisable at a purchase price of $1.51 per share through May 31,
         2001. Excludes warrants to purchase 12,500 shares of Common Stock at an
         exercise price of $1.78 per share, which warrants are exercisable
         through September 15, 2003.

(6)      Excludes (i) warrants to purchase 250,000 shares of Common Stock at a
         purchase price of $1.51, which warrants are exercisable through May 31,
         2001, (ii) warrants to purchase 50,000 shares of Common Stock which are
         exercisable through January 9, 1997 at an exercise price of $3.00 per
         share (iii) warrants to purchase 10,000 shares of Common Stock which
         are exercisable at an exercise price of $3.37 per share through March
         27, 2002, and (iv) warrants to purchase 100,000 shares of common stock
         at an exercise price of $1.78 per share, which warrants are
         exerciseable through September 15, 2003. Does not include warrants to
         purchase 10,000 shares of Common Stock at an exercise price of $3.37
         per share for five years, 5,000 of which vest each year commencing
         March 27, 1999.

(7)      Mr. Heinz Schimmelbusch, a Director disclaims beneficial ownership of
         133,334 shares of Common Stock held in trust for his children. Excludes
         warrants to purchase 10,000 shares of Common Stock which are
         exercisable through March 27, 2002 at an exercise price of $3.37 per
         share and warrants to purchase 10,000 shares of common stock through
         April 30, 2003 at $3.125 per share.


                                       33
<PAGE>

(8)      Excludes warrants to purchase 10,000 shares of Common Stock which are
         exercisable through March 27, 2002 at an exercise price of $3.37 per
         share and warrants to purchase 10,000 shares of common stock through
         April 30, 2003 at $3.125 per share.

(9)      Mr. William Saculla is the President, Treasurer, and Secretary of the
         Company. Excludes options to purchase 3,000 shares of Common Stock at a
         price of $2.65 per share through August 31, 2002. Does not include
         options which have been granted but have not vested to purchase 12,000
         shares of Common Stock at a price of $2.65 per share. 20% of such
         options vest for a period of five years commencing September 1, 1999.

(10)     Gives no effect to the issuance of any shares of Common Stock upon the
         exercise of any outstanding options or warrants.

Item 12. Certain Relationships and Related Transactions.

On November 27, 1996 the Company purchased 100% of the common stock of its
largest franchisee, MIE Hospitality, Inc. (MIE), whose operations include 32
restaurants in the midwest and northeast United States. The purchase price was
$4,232,976 (calculated as $2,250,000 in cash, $1,139,563 in long-term debt
assumed and $843,413, which represents the rights to acquire 275,625 shares of
Company common stock for no consideration at a future date. The $1,139,563
principal amount of remaining debt owed by MIE to Magee is evidenced by a
promissory note (the "Magee Note") payable in 10 equal semiannual installments,
with the first payment being due on June 1, 1998 and the final payment being due
on December 1, 2002. The principal amount of the Magee Note bears interest at
the rate of eight percent (8%) per annum, and interest is payable every six
months commencing June 1, 1997. In the event of a closing of any financing by
the Company in excess of $10,000,000, provided that the debt or equity financing
which results in equaling or exceeding the aggregate gross proceeds of
$10,000,000 is a debt or equity financing for gross proceeds of a minimum of
$5,000,000 (other than any purchase money financing in connection with the
acquisition of any assets) or the sale of all or substantially all of the
capital stock of the Company or MIE, the balance of all outstanding principal
and interest under the Magee Note shall be immediately due and payable.

The 490,000 shares of Series B Preferred Stock of the Company owned by MIE were
transferred to Magee in connection with the Company's acquisition of MIE. The
Series B Preferred Stock is convertible into 765,625 shares of Common Stock of
the Company at the option of the Company commencing April 27, 1997. The Company
agreed to pay Magee an amount equal to the accrued dividend on the Series B
Preferred Stock of $390,417 through November 30, 1996, which was paid in full on
September 1, 1998. No dividends have accumulated on such Preferred Stock since


                                       34
<PAGE>

November 30, 1996.

In connection with the November private placement of 3,163,911 shares of Common
Stock for gross proceeds of $5,631,761 in November and December 1996, Bruce
Galloway received $71,000 as selling commissions. Burnham, the placement agent
of the November Private Placement, had agreed to pay Mr. Galloway, the Chairman
of the Board of the Company and a Managing Director of Burnham, 20% of the cash
compensation payable to Burnham in consideration for his services rendered in
connection with the November Private Placement.

Effective January 10, 1997, the Company issued 250,000 warrants to Mr. Bruce
Galloway, 100,000 warrants to Mr. George Koo (an advisor to the Board) and
50,000 warrants to Mr. Skuli Thorvaldsson. The warrants are exercisable for a
term of five years at an exercise price of $3.00 per share. The warrants were
issued for services rendered in connection with the acquisition of MIE and
represented the reinstatement of 400,000 warrants previously issued to Mr.
Galloway (with an exercise price of $0.60 per share) which had expired in August
1995.

On September 15, 1998, Skuli Thorvaldsson, a Director of the Company,
participated in a private placement of the Company's secured 15% promissory
notes and common stock purchase warrants, which private placement generated
gross proceeds of $600,000. Mr. Thorvaldsson loaned the Company $400,000
pursuant to the terms of a promissory note. Interest accrues at the rate of 15%
per annum. Interest only shall be payable in equal semi-annual installments on
March 1, 1999 and September 1, 1999. Principal and interest shall be payable in
eight semi-annual installments commencing March 1, 2000 and on each subsequent
September 1 and March 1 thereafter, until September 1, 2003. The promissory
notes are secured by the assets of certain restaurants. In addition, Mr.
Thorvaldsson received warrants to purchase 100,000 shares of Common Stock at an
exercise price of $1.78 per share, which warrants are exercisable through
September 15, 2003.

Item 13. Exhibits and Report

         (a)      Exhibits

                  3.1.1    *Registrant's Certificate of Incorporation

                  3.1.2    *Agreement and Plan of Reorganization and First 
                            Addendum dated December 5, 1983

                  3.1.3    *Certificate of Merger dated January 23, 1984

                  3.1.4    *Articles of Merger dated January 27, 1984


                                       35
<PAGE>

                  3.1.5    *Articles of Amendment to Articles of Incorporation 
                            dated January 27, 1984

                  3.1.6    *Amendment to Articles of Incorporation dated 
                            January 27, 1986

                  3.1.7    *Articles of Amendment to Articles of Incorporation 
                            dated June 28, 1996

                  3.2      *Registrant's Bylaws

                  4.1      *Form of Common Stock Certificate

                  4.2      *Certificate of Designation on Series A Preferred 
                            Stock

                  4.3      *Certificate of Designation on Series B Preferred 
                            Stock

                  4.4      *Certificate of Designation on Series C Preferred 
                            Stock

                  10.1     *Purchase Agreement dated May 31, 1996 between James
                            Cataland and Registrant

                                    Exhibits
                                    --------

                                    *Exhibit A - Option Agreement (See Exhibit
                                    10.16) 
                                    *Exhibit B - Consulting Agreement (See 
                                    Exhibit 10.14

                                    Schedules

                                    **Schedule A - States of Incorporation and
                                    Qualification
                                    **Schedule B - Financial Statements
                                    **Schedule C - Taxes 
                                    **Schedule D - Contracts 
                                    **Schedule E - Accounts Receivable
                                    **Schedule F - Litigation 
                                    **Schedule G - Conflicting Interests 
                                    **Schedule H - Leases
                                    **Schedule I - Franchises 
                                    **Schedule J - Trademarks 
                                    **Schedule K - Payroll Register
                                    **Schedule L - Employment Contracts
                                    **Schedule M - Insurance Policies

                  10.2     *Employment Agreement dated June 1, 1996 between 
                            R. Frank Brown and Registrant


                                       36
<PAGE>

                  10.3     *Purchase Agreement dated November 27, 1996, between
                            M.I.E. Hospitality and Registrant 


                                Schedules
                                ---------
                                **Schedule 1        Notice of Target Inter-
                                                    Company Debt

                                **Schedule 1(b)     Seller's Distribution
                                                    Schedule (See Exhibit 10.17)

                                **Schedule B        Qualifications as Foreign 
                                                    Corporations in Delaware, 
                                                    New Jersey, New York

                                **Schedule 2(a)     Capital Stock 
                                                    Representations, 
                                                    Exceptions, etc.

                                **Schedule 2(b)     Exceptions  to GAAP and 
                                                    Ordinary Course of Business 
                                                    since September 30, 1996, 
                                                    etc.

                                **Schedule 2(c)     Disclosure of Liabilities of
                                                    M.I.E. Hospitality Not
                                                    Disclosed in Financial 
                                                    Statements or Other
                                                    Schedules

                                **Schedule 2(d)     Exceptions to Tax Returns,
                                                    Representations and
                                                    Warranties

                                **Schedule 2(e)     List of assets owned or 
                                                    leased, etc.

                                **Schedule 2(f)     Exceptions to Usability and
                                                    Salability of Inventories

                                **Schedule 2(g)     Contracts, Notices, 
                                                    Defaults, etc.

                                **Schedule 2(g)(5)  Insurance policies and bonds

                                **Schedule 2(g)(6)  Banks


                                       37
<PAGE>

                                    **Schedule 2(g)(7)  Interests  in entities 
                                                        having been party to
                                                        transaction with M.I.E.
                                                        in past 12 months

                                    **Schedule 2(g)(8) Consents or approvals of
                                                       third parties
                                                       required

                                    **Schedule 2(g)(9) Accounts receivable aging
                                                       schedule

                                    **Schedule 2(i)    Salary increases, 
                                                       contracts with employees,
                                                       agents, etc., and M.I.E.
                                                       benefit  plans;  M.I.E.
                                                       payroll roster; 
                                                       Collective Bargaining
                                                       Agreements

                                    **Schedule 2(k)    Legal Actions

                                    **Schedule 2(l)    Patents and trademarks, 
                                                       licenses, etc.

                                    **Schedule 2(m)    List of Indemnification
                                                       Given for M.I.E.
                                                       Hospitality for Patent,
                                                       Trademark or Copyright 
                                                       Infringement

                                    **Schedule 2(o)    Insurance Policies, see 
                                                       Schedule 2(g)(5)

                                    **Schedule 2(p)    Outstanding Loans or 
                                                       Advances or Obligations  
                                                       to Make Loans or Advances

                                    **Schedule 2(r)    Environmental

                                    **Schedule 3(b)    Consents required for 
                                                       performance by Buyer

                                    **Schedule 3(d)    Preferred Stock Rights 
                                                       and Preferences

                                    **Schedule 3(e)    Buyer Financials

                                    **Schedule 5       Consents and Release of 
                                                       Guarantees
 
                                       38
<PAGE>

                                                       Received by M.I.E. 
                                                       Hospitality (Identified 
                                                       Leases)

                                    **Schedule 5(i)    Consents to Lease, etc., 
                                                       not received

                                    **Schedule 7(e)    Actual Knowledge 
                                                       (individuals)

                                    **Schedule 12(i)   Target Working Capital 
                                                       Statement

                                    Exhibits
                                    --------
                                     *Exhibit A        M.I.E. Note (See Exhibit 
                                                       10.8)

                                     *Exhibit B        Buyer Guaranty (See 
                                                       Exhibit 10.4)

                                     *Exhibit C        Buyer Note (See Exhibit 
                                                       10.7)

                                    **Exhibit 2(b)     Balance Sheets and 
                                                       statements of Income as 
                                                       of 12/31/95 and 9/30/96

                                    **Exhibit D        Form of Questionnaire

                                    **Exhibit D-1      Responses to 
                                                       Questionnaire

                                     *Exhibit E        Escrow Agreement (See 
                                                       Exhibit 10.5)

                                     *Exhibit F        General Mutual Releases 
                                                       (See Exhibit  10.6)

                  10.4     *Guaranty Surety Agreement dated November 27, 1996 by
                           Arthur Treacher's, Inc.

                  10.5     *Escrow Agreement dated November 27, 1996 among
                           Arthur Treacher's, Inc. Seller and Brown Brothers
                           Harriman & Co.

                  10.6     *Mutual Release Agreement dated November 27, 1996,
                           among M.I.E. Hospitality, Inc. and Magee Industrial
                           Enterprises, Inc.

                  10.7     *Promissory Note dated November 27, 1996 for $390,417
                           from M.I.E. Hospitality, Inc. in favor of Magee
                           Industrial Enterprises Inc.

                  10.8     *Promissory Note dated November 27, 1996 for
                           $1,139,563 from M.I.E. 


                                       39
<PAGE>

                           Hospitality, Inc in favor of Magee Industrial
                           Enterprises, Inc.

                  10.9     *Uniform Franchise Offering Circular as of January 1,
                           1997

                  10.10    *Form of Franchise Agreement as of January 1, 1997

                  10.11    *Form of Warrant exercisable at $1.51 per share

                  10.12    *Form of Warrant to Burnham Securities, Inc.

                  10.13    *Form of Stock Option to Employees

                  10.14    *Consulting Agreement dated May 31, 1996 between
                           James Cataland and Registrant

                  10.15    *Termination Agreement dated May 31, 1996 between
                           James Cataland and Registrant

                  10.16    *Option Agreement dated March 29, 1996 between James
                           Cataland and Skuli Thorvaldsson

                  10.17    *Schedule 1(b) to the Purchase Agreement dated
                           November 27, 1996 between M.I.E. Hospitality and
                           Registrant.

                  10.18    *Form of agreement with holders of Series A Preferred
                           Stock

                  11.1     *Statement of Computation of Per Share Earnings

                  21.      *List of Subsidiaries

                  27.      *Financial Data Schedules

    * Previously Filed with Form 10-SB Declared Effective on August 12, 1997 
   ** Not Included with previous filings.
  *** Previously Filed with Form 10-QSB filed on November 13, 1997


                                       40
<PAGE>

                                   SIGNATURES

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

                                            ARTHUR TREACHER'S, INC.
                                                   (Registrant)

Date:  October 10, 1998                     By /s/ Bruce Galloway
                                               --------------------------------
                                               Bruce Galloway
                                               Chief Executive Officer


                                            By /s/ William F. Saculla
                                              --------------------------------
                                              William F. Saculla
                                              President, Chief Financial Officer

          Name                           Title                       Date
          ----                           -----                       ----

/s/ Bruce Galloway         Chief Executive Officer,                            
-------------------------  Director, Chairman of the Board    October 12, 1998
Bruce Galloway             

/s/ William F. Saculla     President, Treasurer, Chief        October 12, 1998
-------------------------  Financial Officer, Director
William F. Saculla         

                           Director                           October 12, 1998
-------------------------
Skuli Thorvaldsson

/s/ Fred Knoll             Director                           October 12, 1998
-------------------------
Fred Knoll

/s/ Heinz Schimmelusch     Director                           October 12, 1998
-------------------------
Heinz Schimmelusch

                           Director                           October 12, 1998
-------------------------
Dennis Bookshester


                                       41

<PAGE>

                            ARTHUR TREACHER'S, INC.

                       Consolidated Financial Statements

                             June 30, 1998 and 1997

                  (With Independent Auditors' Report Thereon)

<PAGE>

                           ARTHUR TREACHER'S, INC.

                  Index to Consolidated Financial Statements

                                                                        Page
                                                                        ----
Independent Auditors' Report of KPMG Peat Marwick LLP                   F-1

Consolidated Balance Sheets as of June 30, 1998 and 1997                F-2

Consolidated Statements of Operations for the years ended
   June 30, 1998 and 1997                                               F-4

Consolidated Statements of Stockholders' Equity (Deficit) for the
   years ended June 30, 1998 and 1997                                   F-5

Consolidated Statements of Cash Flows for the years ended
   June 30, 1998 and 1997                                               F-6

Notes to Consolidated Financial Statements                              F-8

<PAGE>

                          Independent Auditors' Report

The Board of Directors
Arthur Treacher's, Inc.:

We have audited the accompanying consolidated balance sheets of Arthur
Treacher's, Inc. as of June 30, 1998 and June 30, 1997, and the related
consolidated statements of operations, stockholders' equity (deficit), and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated 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
also 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 financial position of Arthur Treacher's,
Inc. as of June 30, 1998 and 1997, and the results of their operations and
their cash flows for the years then ended, in conformity with generally
accepted accounting principles.

                                                     KPMG PEAT MARWICK LLP

Jacksonville, Florida
September 4, 1998

                                      F-1
<PAGE>

                            ARTHUR TREACHER'S, INC.

                          Consolidated Balance Sheets

                             June 30, 1998 and 1997

<TABLE>
<CAPTION>
Assets                                                                                 1998              1997
------                                                                                 ----              ----
<S>                                                                             <C>                      <C>    
Current assets:
     Cash and cash equivalents                                                  $       909,636          867,847
     Accounts receivable, net of allowance of $19,893
         in 1998 and $25,900 in 1997                                                     90,618          137,598
     Inventories                                                                        274,738          288,663
     Prepaid expenses and other                                                         173,509          181,544
                                                                                  -------------    -------------
              Total current assets                                                    1,448,501        1,475,652
                                                                                  -------------    -------------

Property and equipment, at cost (notes 2 and 4):
     Land                                                                                     -          150,000
     Buildings                                                                          156,300          306,300
     Leasehold improvements                                                           4,640,605        4,160,812
     Furniture, fixtures, and equipment                                               3,450,160        3,166,180
                                                                                  -------------    -------------
                                                                                      8,247,065        7,783,292
     Less accumulated depreciation                                                    3,173,746        2,112,778
                                                                                  -------------    -------------
              Property and equipment, net                                             5,073,319        5,670,514

Deposits                                                                                198,574          151,451
Goodwill, net of accumulated amortization of $25,851                                    450,689          317,016
     in 1998 and $9,524 in 1997 (note 2)
Other                                                                                   141,511            8,233
                                                                                  -------------    -------------

              Total assets                                                      $     7,312,594        7,622,866
                                                                                  =============    =============
</TABLE>

                                                                   (Continued)

                                      F-2

<PAGE>

                            ARTHUR TREACHER'S, INC.

                     Consolidated Balance Sheets, continued

                             June 30, 1998 and 1997

<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity (Deficit)                                        1998              1997
----------------------------------------------                                        ----              ----
<S>                                                                             <C>                    <C>      
Current liabilities:
     Accounts payable                                                           $     2,307,009        1,050,956
     Accrued expenses and other liabilities (note 3)                                    501,545          654,527
     Current maturities of long-term debt (note 4)                                      393,312          369,863
     Dividend payable                                                                   390,417               -
                                                                                  -------------    ------------
              Total current liabilities                                               3,592,283        2,075,346

Long-term debt, net of current maturities (note 4)                                    1,398,805        1,570,305
Dividend payable                                                                              -          390,417
Other liabilities                                                                        15,358            2,288
                                                                                  -------------    -------------
              Total liabilities                                                       5,006,446        4,038,356
                                                                                  -------------    -------------

Stockholders' equity (deficit) (note 9): Preferred stock 2,000,000 shares
     authorized:
         Series A convertible, par value $1; 12,800 shares issued and
              outstanding, involuntary liquidation preference
              of $1 per share plus accrued and unpaid dividends                          12,800           87,200
         Series B convertible, par value $1; 490,000 shares issued
              and outstanding, involuntary liquidation preference
              of $1 per share                                                           490,000          490,000
         Series C, par value $100; 9,900 shares issued
              and outstanding, involuntary liquidation preference
              of $100 per share plus accrued and unpaid dividends                       852,705                -
     Common stock $.01 par value; authorized 25,000,000 shares,
         issued and outstanding 14,869,748 shares at June 30, 1998
         and 14,399,248 shares at June 30, 1997                                         148,539          143,992
     Additional paid-in capital                                                      10,411,729        9,704,248
     Accumulated deficit                                                             (9,609,625)      (6,840,930)
                                                                                  -------------    -------------
              Total stockholders' equity (deficit)                                    2,306,148        3,584,510
Commitments and contingencies (notes 5 and 8)
                                                                                  -------------    -------------

              Total liabilities and stockholders' equity                        $     7,312,594        7,622,866
                                                                                  =============    =============

</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-3

<PAGE>

                            ARTHUR TREACHER'S, INC.

                     Consolidated Statements of Operations

                             June 30, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                      1998              1997
                                                                                      ----              ----
<S>                                                                             <C>                   <C>       
Revenues:
     Restaurant sales                                                           $    22,329,369       16,934,481
     Franchise fees and royalties                                                       330,569          484,885
     Other revenues                                                                     326,824          356,293
                                                                                  -------------    -------------
              Total revenues                                                         22,986,762       17,775,659
                                                                                  -------------    -------------

Operating expenses:
     Cost of sales, including occupancy except depreciation (note 5)                 12,144,241        9,445,874
     Operating expenses                                                               9,747,656        7,536,984
     Depreciation and amortization                                                    1,215,356          724,968
     General and administrative expenses (note 8)                                     1,990,625        2,050,734
                                                                                  -------------    -------------
              Total operating expenses                                               25,097,878       19,758,560
                                                                                  -------------    -------------

                  Loss from operations                                               (2,111,116)      (1,982,901)

Other income (expenses):
     Interest expense, net of interest income of $38,154 in 1998
         and $57,851 in 1997                                                           (154,533)        (105,279)
     Other, net                                                                        (503,046)           9,158
                                                                                  -------------    -------------

              Net loss                                                               (2,768,695)      (2,079,022)

Undeclared preferred stock dividends                                                    (60,107)          (8,720)
                                                                                  -------------    ------------- 
              Net loss for common shareholders                                  $    (2,828,802)      (2,087,742)
                                                                                  =============    =============
Basic loss per common share                                                     $         (.19)            (.16)
                                                                                  ============     ============

Diluted loss per common share                                                   $         (.19)            (.16)
                                                                                  ============     ============

Weighted average number of outstanding shares for basic and diluted                  14,537,153       13,115,395
                                                                                  =============    =============
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-4

<PAGE>

                            ARTHUR TREACHER'S, INC.

           Consolidated Statements of Stockholders' Equity (Deficit)

                       Years ended June 30, 1998 and 1997

<TABLE>
<CAPTION>
                                                              Additional
                                     Preferred     Common       Paid in     Accumulated  Subscriptions
                                       Stock        Stock       Capital       Deficit     Receivable      Total
                                       -----        -----       -------       -------     ----------      -----
<S>                              <C>               <C>        <C>           <C>          <C>             <C>
Balance at June 30, 1996         $      577,800      111,186    3,731,347   (4,371,491)    (377,976)      (329,134)

Subscription received, net                   -            -         3,711           -       377,976        381,687
Preferred stock redeemed                   (600)          -            -            -            -            (600)
Common stock issued                          -        32,519    5,657,325           -            -       5,689,844
Stock issued for restaurant
     purchases                               -           287       88,464           -            -          88,751
Common stock conversion rights
     issued for MIE acquisition
     (note 2)                                -            -       843,413           -            -         843,413
Stock issuance costs                         -            -      (770,980)          -            -        (770,980)
Warrants issued for services                 -            -       150,968           -            -         150,968
Preferred stock dividend declared            -            -            -      (390,417)          -       (390,417)
Net loss                                     -            -            -    (2,079,022)          -      (2,079,022)
                                    -----------  -----------  -----------  -----------  -----------  -------------
Balance at June 30, 1997                577,200      143,992    9,704,248   (6,840,930)          -       3,584,510


Common stock issued                          -         2,690      571,553           -            -         574,243
Stock issued for restaurant purchases        -           341       99,659           -            -         100,000
Preferred stock issued                  990,000           -            -            -            -         990,000
Preferred stock issuance costs               -            -      (234,310)          -            -        (234,310)
Warrants issued attached
     to preferred stock                (137,295)          -       137,295           -            -              -
Preferred stock converted to common     (74,400)       1,116       73,284           -            -              -
Stock issued for exercised warrants           -          400       60,000           -            -          60,400
Net loss                                      -            -            -   (2,768,695)          -      (2,768,695)
                                    -----------  -----------  -----------  -----------  -----------  -------------
Balance at June 30, 1998         $    1,355,505      148,539   10,411,729   (9,609,625)          -       2,306,148
                                    ===========  ===========  ===========  ===========  ===========  =============
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-5

<PAGE>

                            ARTHUR TREACHER'S, INC.

                     Consolidated Statements of Cash Flows

                             June 30, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                      1998              1997
                                                                                      ----              ----
<S>                                                                               <C>                <C>        
Operating activities:
     Net loss           $                                                            (2,768,695)      (2,079,022)
     Adjustments to reconcile net loss to net cash
         used in operating activities:
              Depreciation and amortization                                           1,215,356          724,968
              Loss on disposition of restaurants                                         36,641           27,061
              Changes in assets and liabilities:
                  (Increase) decrease in accounts receivable                             46,980           (6,818)
                  Increase in deposits and other assets                                (155,401)         (67,174)
                  (Increase) decrease in prepaid expenses and other
                      current assets                                                      8,035         (116,475)
                  (Increase) decrease in inventories                                     13,925          (42,317)
                  (Decrease) increase in accounts payable                             1,256,053          (69,078)
                  Decrease in accrued expenses, other
                      liabilities and dividends payable                                (139,912)         (86,961)
                                                                                  -------------    -------------
                  Net cash used in operating activities                                (487,018)      (1,715,816)
                                                                                  -------------    -------------

Investing activities:
     Purchase acquisitions of restaurants                                               (62,500)      (1,842,681)
     Capital expenditures                                                              (809,577)      (1,076,240)
     Proceeds from disposition of restaurants                                           246,102           19,500
                                                                                  -------------    -------------
                  Net cash used in investing activities                                (625,975)      (2,899,421)
                                                                                  -------------    -------------

Financing activities:
     Proceeds from the issuance of common stock                                         634,643        5,689,844
     Proceeds from the issuance of preferred stock                                      990,000               -
     Cash received from common stock subscribed                                              -           381,687
     Preferred stock issuance costs                                                    (234,310)        (620,012)
     Proceeds from long-term debt                                                       177,216          226,738
     Principal payments on long-term debt                                              (412,767)      (1,185,856)
                                                                                  -------------    -------------
                  Net cash provided by financing activities                           1,154,782        4,492,401
                                                                                  -------------    -------------

Net increase (decrease) in cash and cash equivalents                                     41,789         (122,836)

Cash and cash equivalents beginning of year                                             867,847          990,683
                                                                                  -------------    -------------
Cash and cash equivalents end of year                                           $       909,636          867,847
                                                                                  =============    =============
</TABLE>

                                                                  (Continued)

                                      F-6

<PAGE>

                            ARTHUR TREACHER'S, INC.

               Consolidated Statements of Cash Flows (continued)

                             June 30, 1998 and 1997

<TABLE>
<CAPTION>
                                                                                      1998              1997
                                                                                      ----              ----
<S>                                                                             <C>                <C>
Supplemental disclosure of cash flow information:
     Cash paid for interest                                                     $       187,906          159,539
                                                                                  =============    =============


Supplemental disclosure of noncash transactions:
     Long-term debt assumed in restaurant purchases                             $        87,500        1,401,661
                                                                                  =============    =============

     Common stock issued for restaurant purchases                               $       100,000           88,751
                                                                                  =============    =============

     Common stock conversion rights issued for restaurant purchases             $            -           843,413
                                                                                  =============    =============
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-7

<PAGE>

                            ARTHUR TREACHER'S, INC.

                   Notes to Consolidated Financial Statements

                             June 30, 1998 and 1997




(1)    Summary of Significant Accounting Policies

       (a)    Description of the Business

              Arthur Treacher's Inc. (the "Company") owns, operates and
              franchises quick service seafood restaurants under the names
              "Arthur Treacher's Fish & Chips" and "Arthur Treacher's Seafood
              Grille." At June 30, 1998, the Company owned and operated 62
              restaurants and franchised, an additional 48 restaurants, located
              in 10 states and Canada, with the greatest concentrations in the
              northeast and midwest regions of the United States.

       (b)    Principles of Consolidation

              The consolidated financial statements include the accounts of the
              Company and its wholly-owned subsidiaries, Arthur Treacher's
              Management Company and Arthur Treacher's Advertising Company. All
              material intercompany transactions have been eliminated in
              consolidation. Certain 1997 amounts have been reclassified to
              conform to presentation adopted during 1998.

       (c)    Cash and Cash Equivalents

              The Company considers all highly liquid investments with an
              original maturity of ninety days or less to be cash equivalents.

       (d)    Inventories

              The Company values its inventories at the lower of cost
              (first-in, first-out method) or market.

       (e)    Property and Equipment

              Property and equipment are recorded at cost less accumulated
              depreciation. Depreciation is provided on a straight-line basis
              over the estimated useful lives of the respective assets, which
              ranges from 3 to 10 years.



                                      F-8
<PAGE>

                            ARTHUR TREACHER'S, INC.

                   Notes to Consolidated Financial Statements






(1)    Summary of Significant Accounting Policies, continued

       (f)    Recoverability of Long-Lived Assets

              The Company follows the provisions of SFAS No. 121, "Accounting
              for the Impairment of Long-Lived Assets and for Long-Lived Assets
              to be Disposed Of." This Statement requires that long-lived
              assets and certain identifiable intangibles be reviewed for
              impairment whenever events or changes in circumstances indicate
              that the carrying amount of an asset may not be recoverable.
              Recoverability of assets to be held and used is measured by a
              comparison of the carrying amount of an asset to future net cash
              flows expected to be generated by the asset. If such assets are
              considered to be impaired, the impairment to be recognized is
              measured by the amount by which the carrying amount of the assets
              exceed the fair value of the assets. During 1998, the Company
              recognized an impairment loss of approximately $110,000, which is
              included in depreciation and amortization on the accompanying
              consolidated statement of operations, related to the assets at
              two store locations.

       (g)    Income Taxes

              The Company utilizes the asset and liability method of accounting
              for income taxes. Under this method, deferred tax assets and
              liabilities are recognized for the future tax consequences
              attributable to differences between the financial statement
              carrying amounts of existing assets and liabilities and their
              respective tax bases. In addition, the method requires the
              recognition of future tax benefits, such as net operating loss
              and business tax credit carryforwards, to the extent that
              realization of such benefits is more likely than not. Deferred
              tax assets and liabilities are measured using enacted tax rates
              expected to apply to taxable income in the years in which those
              temporary differences are expected to be recovered or settled.
              The effect on deferred tax assets and liabilities of a change in
              tax rates is recognized in income in the period that includes the
              enactment date.

       (h)    Franchise Operations

              Franchise royalties, which are based upon a percentage of
              franchise restaurants' sales, are recognized as income on the
              accrual basis. Initial franchise fees are typically included in
              revenues when substantially all services and conditions relating
              to the sale of the franchise have been performed or satisfied,
              which occurs when the franchised restaurant commences operations.
              Initial franchise fees for area franchise agreements are
              recognized as income on a pro rata basis as the restaurants are
              opened.


                                      F-9
<PAGE>


                            ARTHUR TREACHER'S, INC.

                   Notes to Consolidated Financial Statements






(1)    Summary of Significant Accounting Policies, continued

       (i)    Pre-Opening Costs

              Costs associated with opening new restaurants are expensed during
              the period incurred.

       (j)    Per share data

              The Company adopted the provisions of Statement of Financial
              Accounting Standards (SFAS) No. 128, "Earnings per share," during
              fiscal 1998. This statement governs the computation,
              presentation, and disclosure requirements of earnings per share
              (EPS) for entities with publicly held common stock. The Company
              has calculated EPS in accordance with SFAS No. 128 and all
              periods presented have been restated.

              Net income per share of common stock is computed based upon the
              weighted average number of common shares and share equivalents
              outstanding during the year. When dilutive, stock options and
              warrants, and preferred stock are included as share equivalents.
              None of these equity instruments are included in the 1998 and
              1997 calculations since the Company experienced losses.

       (k)    Estimates

              The preparation of financial statements in accordance with
              generally accepted accounting principles requires the Company's
              management to make estimates and assumptions that affect the
              reported amounts of assets and liabilities, and disclosure of
              contingent assets and liabilities, at the date of the financial
              statements and the reported amounts of revenues and expenses
              during the reporting period. Actual results could differ from
              those estimates.

       (l)    Stock Options and Warrants

              The Company follows the provisions of SFAS No. 123, "Accounting
              for Stock-Based Compensation," in accounting for its options and
              warrants, which permits entities to recognize as expense over the
              vesting period the fair value of all stock-based awards on the
              date of grant. Alternatively, SFAS No. 123 also allows entities
              to continue to apply the provisions of APB Opinion No. 25
              "Accounting for Stock Issued to Employees," and provide pro forma
              net income and pro forma earnings per share disclosures for
              employee stock option grants made in 1996 and future years as if
              the fair-value-based method defined in SFAS No. 123 had been
              applied. The Company has elected to continue to apply the
              provisions of APB Opinion 25 and provide the pro forma disclosure
              provisions of SFAS No. 123.


                                     F-10
<PAGE>

                            ARTHUR TREACHER'S, INC.

                   Notes to Consolidated Financial Statements






(1)    Summary of Significant Accounting Policies, continued

       (m)    Goodwill

              Goodwill, which has been recorded as a result of purchased
              acquisitions, is amortized over the period estimated to benefit
              from the acquired assets and rights, which is twenty years.


(2)    Acquisitions

       On June 4, 1998, the Company paid $250,000 in cash, stock, and assumed
       liabilities, for one store location. The transaction was accounted for
       as a purchase and its results of operations have been included in the
       consolidated statement of operations from the date of acquisition
       forward. As a result of this acquisition, goodwill of $150,000 has been
       recorded. This transaction was not significant to the Company's
       operations during 1998.

       On November 27, 1996 the Company purchased 100% of the common stock of
       its largest franchisee, MIE Hospitality, Inc. (MIE), whose operations
       include 32 restaurants in the midwest and northeast United States. The
       transaction has been accounted for as a purchase and the results of
       operations have been included in the accompanying consolidated financial
       statements from the date of acquisition forward. The purchase price of
       $4,232,976 (calculated as $2,250,000 in cash, $1,139,563 in long-term
       debt assumed and $843,413, which represents the rights to acquire
       275,625 shares of Company common stock for no consideration at a future
       date (note 9)) has been allocated to the tangible net assets of MIE and
       the remaining $326,540 recorded as goodwill. In addition, $736,877 of
       deferred tax liabilities of MIE were offset by the Company's deferred
       tax assets, resulting in a decrease in the deferred tax valuation
       allowance.

       The following unaudited pro forma financial information presents the
       combined results of operations of the Company and MIE as if the
       acquisition had occurred as of the July 1, 1996. The pro forma financial
       information does not necessarily reflect the results of operations that
       would have occurred had the Company and MIE constituted a single entity
       during such period. Pro forma total revenues was $23.7 million, pro
       forma net loss was $1.72 million, and pro forma net loss per share was
       $.13.


                                     F-11
<PAGE>


                            ARTHUR TREACHER'S, INC.

                   Notes to Consolidated Financial Statements






(2)    Acquisitions, continued

       Also during 1997, the Company acquired eight restaurants in six
       different transactions all accounted for as purchases. The purchase
       price, which totaled approximately $250,000, was satisfied by cash,
       common stock, or assumed liabilities. The entire purchase price was
       allocated to the tangible assets of the acquired entities. The results
       of operations of each entity was included in the consolidated financial
       statements from the date of acquisition. None of the acquisitions were
       significant to the operations of the Company during 1997.


(3)    Accrued Expenses and Other Liabilities

       Accrued liabilities consisted of the following at June 30, 1998 and
       1997:

                                                       1998            1997
                                                       ----            ----

              Accrued professional fees            $      80,000         142,500
              Accrued taxes                              267,827         328,093
              Other                                      153,718         183,934
                                                   -------------   -------------
                  Total accrued liabilities        $     501,545         654,527
                                                   =============   =============


(4)    Long-Term Debt

       Long-term debt consisted of the following at June 30, 1998 and 1996:

<TABLE>
<CAPTION>
                                                                                        1998              1997
                                                                                        ----              ----
<S>                                                                               <C>                     <C>      
         Notes payable:
              Note payable due in semi-annual principal installments
                  of $113,956, plus interest at 8%, beginning
                  June 1, 1998 maturing December 2002, unsecured                  $     1,025,607         1,139,563
</TABLE>


                                     F-12
<PAGE>


                            ARTHUR TREACHER'S, INC.

                   Notes to Consolidated Financial Statements






(4)    Long-Term Debt, continued
<TABLE>
<CAPTION>

                                                                                        1998              1997
                                                                                        ----              ----
<S>                                                                               <C>                 <C>   
              Notes payable to banks, due in monthly installments totaling
                  $8,041, including interest at rates ranging from 8% to 18%,
                  maturing through June 2005, secured by property and equipment    $       317,994            98,424

              Various notes payable related to the acquisition of franchised
                  restaurants, due in monthly installments of principal and
                  interest at rates ranging from 8% to 14%, maturing at dates
                  through 2007, secured by property and equipment                          448,516           601,031

              Note payable due in monthly installments of $13,741, including
                  interest at 10%, paid in full April 1998,
                  secured by property and equipment                                            -            101,150
                                                                                    -------------    --------------
                                                                                        1,792,117         1,940,168
         Less current maturities                                                          393,312           369,863
                                                                                    -------------    --------------

                      Total long-term debt                                        $     1,398,805         1,570,305
                                                                                    =============    ==============
</TABLE>

         Principal maturities of  long-term  debt for the next five years and
         thereafter  at June 30,  1998 are as follows:

                         Year ending June 30,                       Amount

                               1999                             $    393,312
                               2000                                  392,910
                               2001                                  352,865
                               2002                                  353,795
                               2003                                  191,669
                               Thereafter                            107,566
                                                                ------------
                                    Total                       $  1,792,117
                                                                ============

       The Company considers the carrying value of its long-term debt to be a
       reasonable estimation of its fair value based on the current market
       rates available to the Company for debt of the same remaining
       maturities.


                                     F-13
<PAGE>


                            ARTHUR TREACHER'S, INC.

                   Notes to Consolidated Financial Statements






(5)    Leases

       The Company is the lessee under various long-term operating leases for
       the land and buildings in which its owned and franchised restaurants
       operate. The leases generally range between five and twenty years and
       usually provide for renewal options.

       The majority of the leases require the Company to be billed for taxes,
       insurance, utilities, and maintenance costs of the leased property.
       Certain of the leases require additional (contingent) rental payments if
       sales volumes at the related restaurants exceed specified limits.

       Base rent expense for Company owned restaurants, net of sublease income
       of $12,000 and $9,000 in 1998 and 1997, respectively, was approximately
       $2,396,000 and $1,691,000, for the years ended June 30, 1998 and 1997,
       respectively.

       The following summarizes future minimum lease payments, for Company
       owned restaurants, required for leases that have initial or remaining
       noncancelable terms in excess of one year as of June 30, 1998:

              Year ending June 30,                              Amount

              1999                                           $  2,585,439
              2000                                              2,451,071
              2001                                              2,332,255
              2002                                              1,874,819
              2003                                              1,427,631
              Thereafter                                        3,203,773
                                                             ------------
                  Total                                      $ 13,874,988
                                                             ============


       The Company also conditionally guarantees the payment of certain lease
       obligations of its franchisees. The amount of this conditional guarantee
       is approximately $156,000 in 1999, $132,000 in 2000, $105,000 in 2001
       and 2002, and $15,000 in 2003.



                                     F-14
<PAGE>

                            ARTHUR TREACHER'S, INC.

                   Notes to Consolidated Financial Statements






(6)    Income Taxes

       Income tax benefit attributable to income from continuing operations for
       the years ended June 30, 1998 and 1997, differed from the amounts
       computed by applying the U.S. Federal income tax rate of 34% to income
       before taxes as follows:

<TABLE>
<CAPTION>
                                                                                      1998               1997
                                                                                      ----               ----
<S>                                                                             <C>                     <C>      
           Computed "expected" tax benefit                                      $      (941,356)        (729,988)
           Increase (decrease) in income taxes resulting from:
                Non-deductible meals and entertainment                                   17,000           11,973
                Goodwill amortization                                                     5,551            3,238
                Change in valuation allowance                                           818,341          742,596
                Other, net                                                             (100,464)         (27,819)
                                                                                  -------------    -------------
                                                                                $            -                -
</TABLE>


       The tax effects of temporary differences that give rise to significant
       portions of deferred tax assets and liabilities as of June 30, 1998 and
       1997 are as follows:

<TABLE>
<CAPTION>

                                                                                      1998                1997
                                                                                      ----                ----
<S>                                                                             <C>                    <C>      
              Deferred tax assets:
                  Net operating loss carryforward                               $     2,809,098        2,022,284
                  Allowance for doubtful accounts                                         6,764            8,806
                  Other                                                                   5,222               -
                                                                                  -------------    ------------
                      Total gross deferred tax assets                                 2,821,084        2,031,090
                      Less valuation allowance                                        2,211,235        1,392,894
                                                                                  -------------    -------------
                           Net deferred tax assets                                      609,849          638,196
                                                                                  -------------    -------------

              Deferred tax liabilities - property and equipment                         609,849          638,196
                                                                                  -------------    -------------
                           Net deferred tax assets                              $            -                -
                                                                                  =============    ============

</TABLE>


                                     F-15
<PAGE>



                            ARTHUR TREACHER'S, INC.

                   Notes to Consolidated Financial Statements






(6)    Income Taxes, continued

       At June 30, 1998, the Company had approximately $8.2 million of net
       operating loss carryforwards available for use, which expire through
       2013. In assessing the realizability of deferred tax assets, management
       considers whether it is more likely than not that some portion or all of
       the deferred tax assets will not be realized. The ultimate realization
       of deferred tax assets is dependent upon the generation of future
       taxable income during the periods in which those temporary differences
       become deductible. Management considers the schedule of reversal of
       deferred tax assets, projected future taxable income, and tax planning
       strategies in making the assessment.

       During 1997, the Company reached an agreement with the Internal Revenue
       Service regarding the amount of net operating loss carryforwards
       available for future use. As a result of this agreement, the Company
       determined it had additional deferred tax assets of $1,025,088 relating
       to net operating loss carryforwards. This entire amount was recorded
       during 1997 and has been offset by an increase in the valuation
       allowance.


(7)    Stock Options and Stock Warrants

       During 1998 and 1997, the Company has granted 55,000 and 316,500
       nonqualified stock options, respectively, to certain key employees and
       directors to purchase shares of the Company's common stock at a price
       equal to or in excess of the market price of the stock, vesting over a
       five year period. These options were granted as compensation and the
       number of options granted was determined based on specific individual
       circumstances. The shares issuable under these option grants are
       nonregistered shares and the Company has no requirement to register such
       shares. The Company does not have a formal stock option plan.

       The per share weighted-average fair value of stock options granted was
       calculated using the Black Scholes option-pricing model with the
       following weighted-average assumptions: 1998 - no expected dividend
       yield, risk-free interest rate of 5.6% weighted average expected
       volatility of 22% and an expected life of 5 years; 1997 - no expected
       dividend yield, risk-free interest rate of 6.4% weighted average
       expected volatility of 8.6% and an expected life of 5 years. In
       addition, for 1998 and 1997 the Company has discounted the market price
       of the stock, on the date of option grant, by 35% in consideration of
       the restrictions on the sale of the underlying shares. The fair value on
       the date of grant for options granted with exercise prices in excess of
       the market price of the stock was $0.26 and $0.02 for 1998 and 1997,
       respectively. No options were granted with exercise prices equal to the
       market price of the stock in 1997.


                                     F-16
<PAGE>

                            ARTHUR TREACHER'S, INC.

                   Notes to Consolidated Financial Statements





(7)    Stock Option Plan and Stock Warrants, continued

       The Company applies APB Opinion No. 25 in accounting for option grants
       and, accordingly, no compensation cost has been recognized for its stock
       options in the consolidated financial statements. Had the Company
       determined compensation cost based on the fair value at the grant date
       for its stock options under SFAS No. 123, the Company's net loss would
       not have been materially impacted for the effects of such calculation in
       either 1998 or 1997.

       In addition, during 1998 and 1997 the Company granted 30,000 warrants
       and 721,391 warrants, respectively, (valued at $8,203 and $150,968,
       respectively) to purchase shares of Company common stock to
       non-employees in return for services provided in connection with the
       Company's equity offerings. These warrants have been recorded at fair
       value using substantially the same criteria as discussed above for the
       stock options.

       In connection with an equity offering, the Company also issued 148,500
       warrants to purchase shares of Company common stock as described in note
       9.

       Stock option and warrant activity during the period indicated is as
follows:

<TABLE>
<CAPTION>
                                                                                                       Weighted-
                                                                                     Number of          Average
                                                                                      Shares        Exercise Price
<S>                                                                                <C>              <C>
         Balance at June 30, 1996                                                     2,630,000      $      1.57
              Granted:
                  Exercise price equal to market price of stock                         405,000             3.00
                  Exercise price in excess of market price of stock                     632,891             3.14
              Exercised                                                                      -                -
              Canceled                                                                 (652,500)            1.61
                                                                                  -------------       -----------

         Balance at June 30, 1997                                                     3,015,391             1.96

              Granted - exercise price in excess of market price of stock               233,500             3.13
              Exercised                                                                 (40,000)            1.51
              Canceled                                                                  (45,000)            2.73
                                                                                  -------------       -----------
         Balance at June 30, 1998                                                     3,163,891      $      2.13
                                                                                  =============         ========
</TABLE>


                                     F-17
<PAGE>



                            ARTHUR TREACHER'S, INC.

                   Notes to Consolidated Financial Statements





(7)    Stock Option Plan and Stock Warrants, continued

       The following table presents information regarding all options and
warrants outstanding at June 30, 1998.

<TABLE>
<CAPTION>

                                                Weighted
                               Number of         Average                                      Weighted
                             Warrants and       Remaining                Range of              Average
                                Options        Contractual               Exercise             Exercise
                              Outstanding         Life                    Prices                Price
                           -------------    --------------           -----------------       -----------
<S>                                         <C>                   <C>                     <C>
                               1,645,000         4.0 years        $        1.38 - 1.51    $         1.48
                               1,058,500         4.1 years                 2.13 - 3.13              2.72
                                 460,391         3.7 years                 3.30 - 3.37              3.09
                           -------------    --------------           -----------------       -----------

                               3,163,891         3.9 years        $        1.38 - 3.37    $         2.13
                           =============    ==============           =================       ===========

</TABLE>

       The following table presents information regarding options and warrants
       currently exercisable at June 30, 1998.

<TABLE>
<CAPTION>

                                  Number of                                         Weighted
                                Warrants and                Range of                 Average
                                   Options                  Exercise                Exercise
                                 Exercisable                 Prices                   Price
                               -------------           ------------------           ---------
<S>                                                  <C>                          <C>
                                   1,435,000         $        1.38 - 1.51         $      1.50
                                     573,000                  2.13 - 3.13                2.77
                                     345,191                  3.30 - 3.37                3.31
                               -------------           ------------------           ---------
                                   2,353,191         $        1.38 - 3.37         $      2.07
                               =============           ==================           =========

</TABLE>


                                     F-18
<PAGE>




                            ARTHUR TREACHER'S, INC.

                   Notes to Consolidated Financial Statements






(8)    Commitments and Contingencies

       Included in general and administrative expenses in the accompanying
       consolidated statement of operations is approximately $544,000 for the
       year ending June 30, 1997 related to the settlement of lawsuits, lease
       cancellations and other items. The Company is a defendant in one lawsuit
       with a former development franchisee alleging wrongful contract
       termination, among other things. The plaintiff is seeking damages in
       excess of $10 million, however the Company believes the claim is without
       merit, has counter sued and is defending the claim vigorously. The case
       is presently in the U.S. District Court. The Company is involved in
       various other claims and legal actions arising in the ordinary course of
       business. In the opinion of management, the ultimate disposition of
       these matters will not have a material adverse effect on the Company's
       consolidated results of operations or financial position.

       The Company has entered into an agreement with its former President and
       Chief Executive Officer to provide consulting services to the Company at
       a rate of $100,000 per year, commencing June 1, 1996 and expiring in
       June 1998.


(9)    Stockholders' Equity

       In November and December 1997, the Company consummated a private
       placement to investors with respect to equity units consisting of shares
       of its Series C Preferred Stock, with warrants to purchase shares of
       common stock attached, for aggregate proceeds of $990,000. On November
       25, 1997 the Company sold 8,100 shares of Series C Preferred Stock, with
       warrants to purchase 121,500 shares of common stock attached. On
       December 23, 1997, the Company sold 1,800 shares of Series C Preferred
       Stock, with warrants to purchase 27,000 shares of common stock attached.
       The Company allocated $137,295 of the proceeds to the value of the
       warrants and $852,705 to the value of the preferred stock. The preferred
       stock is not convertible, but may be redeemed at the option of the
       Company at a redemption price of $100 per share plus accrued and unpaid
       dividends, at any time after October 31, 1999. The holders of the
       preferred stock are entitled to a cumulative dividend of 10 percent per
       annum, payable semi-annually, if and when the Board declares a dividend.
       At June 30, 1998, the Company had accumulated and unpaid dividends of
       approximately $56,000 on this series of preferred stock. The warrants
       entitle the holder to purchase one share of common stock at an exercise
       price of $3.125 per share of common stock. The Company is utilizing the
       proceeds for working capital needs.


                                     F-19
<PAGE>


                            ARTHUR TREACHER'S, INC.

                   Notes to Consolidated Financial Statements






(9)    Stockholders' Equity, continued

       The holders of the Series A Preferred Stock are entitled to a cumulative
       dividend of $0.10 per share per annum. Such dividends accrue annually
       but are payable if and when the Company declares a dividend. The Company
       has not paid any dividends with respect to the Series A Preferred Stock.
       The 87,200 outstanding shares of Series A Preferred Stock are
       convertible into 96,889 shares of Common Stock for no additional
       consideration at the option of the holder of the stock. The Series A
       Preferred Stock is entitled to a liquidation preference of $1.00 per
       share, plus any accrued and unpaid dividends. The Series A Preferred
       Stock may be redeemed by the Company at a redemption price of $1.00 per
       share plus all accrued and unpaid dividends. The amount of accumulated
       and unpaid dividends was approximately $15,360 as of June 30, 1998. On
       November 14, 1997, the certain holders of the Series A Preferred Stock
       were issued 111,600 shares of common stock in exchange for 74,400
       shares, plus accrued and unpaid interest of the outstanding shares of
       the Series A Preferred Stock.

       In conjunction with the acquisition of MIE (see note 2), the former
       owners of MIE (Magee) and the Company amended the terms of the Series B
       Preferred Stock and agreed that no dividends would accumulate on such
       Preferred Stock after November 30, 1996. The Company also agreed to pay
       Magee an amount equal to the accrued dividend on the Series B Preferred
       Stock through November 30, 1996 (which was $390,417) in full on
       September 1, 1998. In addition, the 490,000 outstanding shares of Series
       B Preferred Stock are now allowed to be convertible at the option of the
       holder or the Company at any time, and the conversion rate was increased
       so that Magee will receive 765,625 shares of Common Stock upon
       conversion (an increase of 275,625 shares, valued at $843,413 and
       included as part of the purchase price of MIE) for no additional
       consideration. The Company has not determined when it will require
       conversion of the Series B Preferred Stock into Common Stock.

       In addition, as described in note 2, the Company issued approximately
       34,100 and 28,700 shares of its common stock during 1998 and 1997,
       respectively, as part of acquiring restaurants.



                                     F-20