<PAGE>   1


                    U. S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB


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

                   FOR THE QUARTERLY PERIOD ENDED JULY 4, 1999

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                FOR THE TRANSITION PERIOD FROM         TO
                                               -------    -------


                         COMMISSION FILE NUMBER 0-23243

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

                               CAFE ODYSSEY, INC.
                 (Name of Small Business Issuer in Its Charter)

           MINNESOTA                                     31-1487885
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


              4801 W. 81ST STREET, SUITE 112, BLOOMINGTON, MN 55437
                    (Address of Principal Executive Offices)

                                  612-837-9917
                (Issuer's Telephone Number, Including Area Code)


                              HOTEL DISCOVERY, INC.
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last
Report)


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

As of August 5, 1999, there were 9,353,190 shares of common stock, $.01 par
value, outstanding.

Transitional Small Business Disclosure Format (check One): Yes [ ] No [X]


<PAGE>   2



                           FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in the following pages constitute
"forward-looking statements" within the meaning of the Securities Act of 1933,
as amended and the Securities Exchange Act of 1934, as amended. Forward-looking
statements involve a number of risks and uncertainties, and, in addition to the
factors discussed in this Form 10-QSB, among the other factors that could cause
actual results to differ materially are the following: the Company's ability to
identify and secure suitable locations on acceptable terms; obtain additional
capital necessary for expansion on acceptable terms; open new restaurants in a
timely manner; hire and train additional restaurant personnel and integrate new
restaurants into its operations; the continued implementation of the Company's
strict business discipline over a growing restaurant base; the economic
conditions in the new markets into which the Company expands and possible
uncertainties in the customer base in these areas; changes in customer dining
patterns; competitive pressures from other national and regional restaurant
chains; business conditions, such as inflation or a recession, and growth in the
restaurant industry and the general economy; changes in monetary and fiscal
policies, laws and regulations; and other risks identified from time to time in
the Company's SEC reports, registration statements and public announcements.

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































                                       2

<PAGE>   3


                               CAFE ODYSSEY, INC.
                                FORM 10-QSB INDEX
                                  JULY 4, 1999

                                                                            Page
                                                                            ----


PART I        FINANCIAL INFORMATION

Item 1.       FINANCIAL STATEMENTS

              Balance Sheets -
                  As of July 4, 1999 and January 3, 1999                       4

              Statements of Operations -
                   For the thirteen and twenty-six week periods ended July 4,
                     1999 and June 28, 1998                                    5

              Statements of Cash Flows -
                  For the twenty-six week period ended July 4, 1999
                     and June 28, 1998                                         6

              Condensed Notes to the Financial Statements                      7

Item 2.       Management's Discussion and Analysis of
                  Financial Condition and Results of Operations               11



PART II       OTHER INFORMATION

Item 1.       Legal Proceedings                                               18

Item 2.       Changes in Securities and Use of Proceeds                       18

Item 6.       Exhibits and Reports on Form 8-K                                19

              Signatures                                                      20
























                                       3

<PAGE>   4


                         PART I - FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

                               CAFE ODYSSEY, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                (Unaudited)           *
                                                                                  July 4,        January 3,
                                                                                   1999             1999
                                                                               ------------     ------------
<S>                                                                            <C>              <C>
                                   ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                                                 $    311,919     $    106,247
     Inventories                                                                    203,327          161,463
     Other current assets                                                           790,043          452,243
                                                                               ------------     ------------
         Total current assets                                                     1,305,289          719,953

PROPERTY AND EQUIPMENT, net                                                      15,298,944       11,699,548

OTHER ASSETS                                                                      1,080,154          520,487
                                                                               ------------     ------------
                                                                               $ 17,684,387     $ 12,939,988
                                                                               ============     ============

             LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Short-term notes payable                                                  $  1,201,616     $          0
     Accounts payable                                                             1,905,486        1,452,648
     Advances payable to principal shareholder                                      150,000          100,000
     Convertible promissory notes payable                                           150,000          150,000
     Current portion of long-term debt                                              199,007        2,199,007
     Accrued expenses                                                               692,689          688,356
                                                                               ------------     ------------
               Total current liabilities                                          4,298,798        4,590,011


DEFERRED RENT                                                                     3,795,685        1,755,852
LONG-TERM DEBT, less current portion                                              3,681,562          755,878
                                                                               ------------     ------------
               Total liabilities                                                 11,776,045        7,101,741
                                                                               ------------     ------------

COMMITMENTS AND CONTINGENCIES

CLASS A 8% PREFERRED STOCK, $.01 PAR VALUE,
 $1,000 STATED VALUE, 2,000 SHARES AUTHORIZED;
 1,700 SHARES ISSUED AND OUTSTANDING                                              1,700,000                0
                                                                               ------------     ------------

SHAREHOLDERS' EQUITY:
     Common stock, $.01 par value, 100,000,000 shares
          authorized; 8,549,556 and 8,000,089 shares
          issued and outstanding                                                     85,496           80,001
     Additional paid-in capital                                                  21,213,673       20,281,140
     Less: Common stock subscribed                                                 (400,000)        (400,000)
     Accumulated deficit                                                        (16,690,827)     (14,122,894)
                                                                               ------------     ------------
               Total shareholders' equity                                         4,208,342        5,838,247
                                                                               ------------     ------------
                                                                               $ 17,684,387     $ 12,939,988
                                                                               ============     ============

</TABLE>


*From Audited Financial Statements

The accompanying condensed notes are an integral part of these financial
statements.


                                       4

<PAGE>   5
                               CAFE ODYSSEY, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                      Thirteen weeks ended                 Twenty-six weeks ended
                                                 ------------------------------        ------------------------------
                                                   July 4,           June 28,            July 4,           June 28,
                                                    1999               1998               1999               1998
                                                 -----------        -----------        -----------        -----------
<S>                                              <C>                <C>                <C>                <C>
NET SALES                                        $ 3,561,023        $ 1,195,676        $ 5,893,655        $ 1,999,995
                                                 -----------        -----------        -----------        -----------

COSTS AND EXPENSES:
     Food, beverage and retail costs                 919,446            343,587          1,526,033            562,003
     Restaurant operating expenses                 2,498,330            877,904          4,214,633          1,559,506
     Depreciation and amortization                   352,672            185,299            610,840            311,139
     Pre-opening expenses                                  0            663,875            572,932            791,193
     General, administrative & develop               480,530            676,394            960,776          1,418,529
                                                 -----------        -----------        -----------        -----------
               Total costs and expenses            4,250,978          2,747,059          7,885,214          4,642,370
                                                 -----------        -----------        -----------        -----------

LOSS FROM OPERATIONS                                (689,955)        (1,551,383)        (1,991,559)        (2,642,375)

INTEREST INCOME (EXPENSE), net                      (242,134)            10,669           (384,145)           101,524
                                                 -----------        -----------        -----------        -----------

NET LOSS                                         $  (932,089)       $(1,540,714)       $(2,375,704)       $(2,540,851)

PREFERRED STOCK DIVIDENDS
AND ACCRETION                                        192,229                  0            192,229                  0
                                                 -----------        -----------        -----------        -----------

LOSS ATTRIBUTABLE TO
COMMON SHAREHOLDERS                              $(1,124,318)       $(1,540,714)       $(2,567,933)       $(2,540,851)
                                                 ===========        ===========        ===========        ===========

BASIC AND DILUTED NET LOSS
PER COMMON SHARE                                 $     (0.11)       $     (0.19)       $     (0.29)       $     (0.32)
                                                 ===========        ===========        ===========        ===========

BASIC AND DILUTED NET LOSS
ATTRIBUTABLE TO COMMON
SHAREHOLDERS PER COMMON
SHARE                                            $     (0.13)       $     (0.19)       $     (0.31)       $     (0.32)
                                                 ===========        ===========        ===========        ===========

BASIC AND DILUTED WEIGHTED
AVERAGE OUTSTANDING SHARES
                                                   8,332,239          8,000,158          8,193,858          8,000,174
                                                 ===========        ===========        ===========        ===========

</TABLE>

The accompanying condensed notes are an integral part of these financial
statements.








                                       5

<PAGE>   6


                               CAFE ODYSSEY, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                              Twenty-six weeks ended
                                                                           ----------------------------
                                                                             July 4,          June 28,
                                                                              1999             1998
                                                                           -----------      -----------
<S>                                                                        <C>              <C>
OPERATING ACTIVITIES:
   Net loss                                                                $(2,375,704)     $(2,540,851)
   Adjustments to reconcile net loss to
    cash flows from operating activities:
         Depreciation                                                          610,840          311,139
         Amortization of deferred rent                                          77,333           15,222
         Common stock issued in lieu of compensation                           197,708                0

   Changes in operating assets and liabilities:
         Inventories                                                           (41,864)         (80,615)
         Other current assets                                                 (337,800)        (194,158)
         Other assets                                                         (563,667)        (318,296)
         Accounts payable                                                      452,838        1,950,358
         Accrued expenses                                                        4,333          (48,352)
                                                                           -----------      -----------
            Net cash used in operating activities                           (1,975,983)        (905,553)
                                                                           -----------      -----------

INVESTING ACTIVITIES:
   Purchases of property and equipment                                      (4,206,236)      (6,321,436)
                                                                           -----------      -----------

FINANCING ACTIVITIES:
   Proceeds from short-term notes payable                                    1,315,000                0
   Proceeds from long-term debt                                              1,000,000          791,986
   Proceeds from preferred stock and warrant sale                            2,000,000                0
   Proceeds from exercise of stock options                                      74,249                0
   Tenant allowance collected                                                1,962,500                0
   Advances from shareholder                                                    50,000                0
   Payments on short-term notes payable                                       (113,384)        (200,000)
   Payments on long-term debt                                                  (74,316)         (34,710)
   Repurchases of common stock                                                       0             (300)
   Amortization of warrant discount                                            173,842                0
                                                                           -----------      -----------
            Net cash provided by financing activities                        6,387,891          556,976
                                                                           -----------      -----------

INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                                          205,672       (6,670,013)

CASH AND CASH EQUIVALENTS,
      beginning of period                                                      106,247        9,222,174
                                                                           -----------      -----------

CASH AND CASH EQUIVALENTS, end of period                                   $   311,919      $ 2,552,161
                                                                           ===========      ===========

SUPPLEMENTAL DISCLOSURE OF CASH
       FLOW INFORMATION:
         Cash paid for interest                                            $   236,145      $    34,342
         Cash paid for income taxes                                                  0                0
         Non-cash item - landlord allowance receivable                               0        1,600,000

</TABLE>

The accompanying condensed notes are an integral part of these financial
statements.


                                       6

<PAGE>   7



                               CAFE ODYSSEY, INC.
                   CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                                  JULY 4, 1999
                                   (UNAUDITED)


1.       GENERAL

The Company owns and operates three full service restaurants. One is located in
Cincinnati, Ohio (the "Kenwood Restaurant"), which operates under the trade name
"Hotel Discovery." The other two restaurants operate under the trade name Cafe
Odyssey. One is in the Mall of America, located in Bloomington, Minnesota, a
suburb of Minneapolis (the "Mall of America Restaurant"), and the other at the
Denver Pavilions, located in the downtown district of Denver, Colorado (the
"Denver Pavilions Restaurant"). The Kenwood Restaurant opened under the name
"Hotel Mexico" on December 19, 1996. The Mall of America Restaurant opened on
June 8, 1998. The Denver Pavilions Restaurant opened March 15, 1999. Prior to
the opening of the Kenwood Restaurant, the Company was in the development stage.

On February 25, 1998, the Company changed the name of its restaurant concept
from Hotel Discovery to Cafe Odyssey. In conjunction with this action, the
Company's Board of Directors and shareholders approved a change in its corporate
name from Hotel Discovery, Inc. to Cafe Odyssey, Inc. This change was approved
by shareholders on May 21, 1998. The Company has retained the name "Hotel
Discovery" for the Kenwood Restaurant because it does not meet the Cafe Odyssey
criteria. See Note 4 for further discussion of the Kenwood Restaurant.

2.       BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. Although management believes that the disclosures are adequate to
make the information presented not misleading, it is suggested that these
interim financial statements be read in conjunction with the Company's most
recent 10-KSB dated January 3, 1999. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary for a
fair presentation of the financial position, results of operations and cash
flows for the interim periods presented have been made. Operating results for
the periods ended July 4, 1999, are not necessarily indicative of the results
that may be expected for the fiscal year ending January 2, 2000.

The Company has adopted a 52/53 week accounting period ending on the Sunday
nearest December 31 of each year. Fiscal year 1999 will be a 52 week year.

3.       PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:

<TABLE>
<CAPTION>

                                                                July 4,                January 3,
                                                                 1999                     1999
                                                             ------------             ------------
<S>                                                          <C>                      <C>
          Leasehold improvements                             $ 13,043,079             $  6,435,925
          Equipment and fixtures                                4,437,097                4,014,095
          Construction in progress                                      0                2,823,920
                                                             ------------             ------------
                                                               17,480,176               13,273,940
          Less: accumulated depreciation and amortization      (2,181,232)              (1,574,392)
                                                             ============             ============
          Total property and equipment, net                  $ 15,298,944             $ 11,699,548
                                                             ============             ============

</TABLE>


                                        7

<PAGE>   8

4.       WRITE-DOWN OF PROPERTY AND EQUIPMENT

The Company's initial restaurant location in Cincinnati, Ohio has not generated
positive operating cash flows to date. This initial format and Hotel Discovery
concept have not served as the prototype for the Company's subsequent
restaurants. Accordingly, the Company recorded a non-cash write-down of the
Kenwood Restaurant of $2,000,000 in 1998. An impairment was determined by the
Company's management based on the operating performance of the restaurant
combined with the difference between the carrying amount of the assets and the
undiscounted cash flows estimated to be generated. The write-down for impairment
of long-lived assets was calculated in accordance with the requirements of
Statement of Financial Accounting Standards No. 121 based primarily on operating
projections, future discounted cash flows and other relevant market factors.

The estimation process involved in determining if assets have been impaired and
in determining fair value is inherently uncertain since it requires estimates of
the current market, as well as future events and conditions. Such future events
and conditions include economic and market conditions, as well as the continued
acceptance of the Hotel Discovery concept. The realization of the estimates
applied to the Company's real estate projects is dependent upon future uncertain
events and conditions, and accordingly, the actual timing and amounts realized
by the Company may differ from the estimated fair values as described herein.

This write-down of the Kenwood Restaurant will allow the Company to divest
itself from this restaurant. The Company has a favorable land lease and as such,
will attempt to market such. Future positive cash flows from a sub-lease could
be generated. There can be no assurances that a sub-lease or sale of the Kenwood
Restaurant will be accomplished during 1999, if at all, which would meet the
requirements of the Company.

5.       DEBT

On March 10, 1999, the Company entered into a promissory note for $825,000 with
a financial institution. The note is an unsecured revolving line of credit
facility which requires interest payments only. The interest rate on the note is
equal to the Index Rate (7.75% as of July 4, 1999), with the maximum interest
rate not to exceed 21.75% per annum. The note is due March 10, 2000. The note is
secured by personal guarantees and the Company has issued five-year warrants for
an aggregate of 500,000 shares of common stock at an exercise price of $0.75 per
share to the guarantors in consideration of the guarantees. One guarantor, a
director of the Company, received 87,500 warrants, the remaining 412,500
warrants going to other third party guarantors.

On April 30, 1999, the Company entered into a master equipment lease agreement
("Capital Lease") for $300,000 with a financial institution. The Capital Lease
is secured by substantially all of the furniture, accessories, computer/POS and
kitchen equipment located at the Denver Pavilions Restaurant and required
security deposits of approximately $135,000. The note bears interest at 17.3%
and monthly payments of $8,708 are required for 4 years.

On May 13, 1999, the Company signed a Letter of Intent to acquire popmail.com,
inc. ("Popmail"). Through partnerships with radio stations nationwide, Popmail
is a leading email provider to radio stations. The Company entered into a
definitive merger agreement with Popmail on June 1, 1999, and the transaction
closed into escrow on June 25, 1999. Completion of the transaction is subject
to, among other things, the approval of the Company's shareholders and certain
conditions of the merger agreement such as repaying a $5 million indebtedness of
Popmail.

On May 14, 1999, the Company issued 2,000 shares of Series A 8% convertible
preferred stock (the "Series A Preferred Stock") with a stated value of $1,000
per share in a private placement for total proceeds of $2,000,000 and net
proceeds after expenses of approximately $1,700,000. In addition, the Company
issued a warrant (the "Agent's Warrant") to the placement agent to purchase
150,000 shares of the Company's common stock at $3.00 per share in connection
with the offering. The Warrant is exercisable for five years. The purchase was
an institutional investor who is an "accredited investor" as such term is
defined in Rule 501(a) of Regulation D promulgated under the Securities Act of
1933, as amended ("Regulation D"). The Company relied upon Rule 506 of
Regulation D as the exception for such private placement.



                                       8

<PAGE>   9


The annual dividend of 8% is cumulative and is payable quarterly in arrears
either in cash or in freely tradable shares of common stock. Each share of
Series A Preferred Stock is convertible into shares of the Company's common
stock at a conversion price equal to 65% of the average closing bid price for
the common stock five days prior to the conversion. The total number of shares
of common stock issuable (i) upon conversion of the Series A Preferred Stock,
(ii) as a dividend on the Series A Preferred Stock and (iii) upon exercise of
the Warrant cannot exceed 1,662,687 shares (20% of the number of outstanding
shares of common stock on July 13, 1999), unless the Company obtains shareholder
approval as required by Nasdaq. In the event a holder of Series A Preferred
Stock is unable to convert shares of Series A Preferred Stock into common stock
because 1,662,687 shares have already been issued as described in the preceding
sentence, the Company must redeem any unconverted Series A Preferred Stock
presented for conversion for cash at a price equal to 125% of the stated value.
The Company has the right to redeem the Series A Preferred Stock in cash at 135%
of stated value plus accrued and unpaid dividends. All Series A Preferred Stock
which is still outstanding on May 14, 2004 is mandatorily converted at the
Conversion Price.

The Company is not required to convert Series A Preferred Stock, whether upon
request for conversion by the holder or upon the May 14, 2004 mandatory
conversion date, if and to the extent that such holder would then own in excess
of 5% of the Company's common stock. If, notwithstanding the foregoing, such
holder is deemed by a court to be the beneficial owner of more than 5% of the
Company's common stock, the Company is required to redeem for cash such number
of shares of Series A Preferred Stock as will reduce such holder's ownership to
not more than 5% at a redemption price equal to the stated value plus accrued
and unpaid dividends. In the case of mandatory conversion, the Company may elect
to pay a redemption price in cash equal to 135% of the stated value plus accrued
and unpaid dividends or may extend the mandatory conversion date for one year.

The Company filed a Registration Statement on Form S-3 registering the resale of
the shares of common stock issuable upon conversion. The Registration Statement
was declared effective on June 25, 1999. The Company will use the proceeds from
the private placement to finance certain acquisitions. The Company will use the
proceeds from exercise of the warrants for working capital. The Company will
receive no proceeds from the sale of common stock by the selling shareholders.

On June 30, 1999, the Company entered into a Letter of Intent to acquire
Internet Community Concepts ("ICC"). ICC provides Web content, e-commerce and
advertising to nearly 350 radio stations.


6.       COMMITMENTS AND CONTINGENCIES

LITIGATION - The Company is involved in legal actions in the ordinary course of
business. While no reasonable estimates of potential liability can be
determined, management believes such legal actions will be resolved without
material effect on the Company's financial position or results of operations.

7.       SUBSEQUENT EVENTS

On July 13, 1999, the Company issued 2,000 shares of Series C 8% convertible
preferred stock (the "Series C Preferred Stock") with a stated value of $1,000
per share in a private placement for total proceeds of $2,000,000 and net
proceeds after expenses of approximately $1,700,000. In addition, the Company
issued a warrant (the "Warrant") to the placement agent to purchase 150,000
shares of the Company's common stock at $3.00 per share in connection with the
offering. The Warrant is exercisable for five years.

The annual dividend of 8% is cumulative and is payable quarterly in arrears
either in cash or in freely tradable shares of common stock. Each share of
Series C Preferred Stock is convertible into shares of the Company's common
stock at a conversion price equal to 65% of the average closing bid price for
the common stock five days prior to the conversion. The total number of shares
of common stock issuable (i) upon conversion of the Series C Preferred Stock,
(ii) as a dividend on the Series C Preferred Stock and (iii) upon exercise of
the Warrant cannot exceed 1,762,632 shares (20% of the number of outstanding
shares of common stock on July 13, 1999), unless the


                                       9

<PAGE>   10


Company obtains shareholder approval as required by Nasdaq. In the event a
holder of Series C Preferred Stock is unable to convert shares of Series C
Preferred Stock into common stock because 1,762,632 shares have already been
issued as described in the preceding sentence, the Company must redeem any
unconverted Series C Preferred Stock presented for conversion for cash at a
price equal to 125% of the stated value. The Company has the right to redeem the
Series C Preferred Stock in cash at 135% of stated value plus accrued and unpaid
dividends. All Series C Preferred Stock which is still outstanding on July 13,
2004 is mandatorily converted at the Conversion Price.

The Company is not required to convert Series C Preferred Stock, whether upon
request for conversion by the holder or upon the July 13, 2004 mandatory
conversion date, if and to the extent that such holder would then own in excess
of 5% of the Company's common stock. If, notwithstanding the foregoing, such
holder is deemed by a court to be the beneficial owner of more than 5% of the
Company's common stock, the Company is required to redeem for cash such number
of shares of Series C Preferred Stock as will reduce such holder's ownership to
not more than 5% at a redemption price equal to the stated value plus accrued
and unpaid dividends. In the case of mandatory conversion, the Company may elect
to pay a redemption price in cash equal to 135% of the stated value plus accrued
and unpaid dividends or may extend the mandatory conversion date for one year.

The Company, on August 13, 1999, did file a Registration Statement relating to
the resale of common stock issuable (i) upon conversion of the Series C
Preferred Stock, (ii) in lieu of cash dividends on the Series C Preferred Stock
and (iii) upon exercise of the Warrant. If the Registration Statement has not
been declared effective by the SEC by December 10, 1999, the Company must pay
liquidated damages thereafter until such conditions are satisfied.

On July 15, 1999, the Company announced plans to change its name from Cafe
Odyssey, Inc. to "PopMail.com, inc." This name change is subject to the approval
of our shareholders and, like the contemplated acquisitions of Internet
Community Concepts and ROI Interactive, is contingent upon the completion of the
Popmail transaction.

On July 19, 1999, the Company entered into a Letter of Intent to purchase
substantially all of the assets of ROI Interactive, LLC, a "permission
marketing" email communications company which concentrates on the needs of its
media, sports and entertainment customers.












                                       10

<PAGE>   11


ITEM 2.
                               CAFE ODYSSEY, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following management's discussion and analysis of financial condition and
results of operations should be read in connection with the accompanying
unaudited condensed financial statements and related notes thereto included
elsewhere in this report, and the audited financial statements and notes thereto
included in the Company's Form 10-KSB for the fiscal year ended January 3, 1999.


OVERVIEW

Cafe Odyssey, Inc. (the "Company") develops, owns and operates restaurants with
multiple themed dining rooms designed to appeal to the upscale casual dining
market. The Company owns and operates three full service restaurants. One is
located in Cincinnati, Ohio (the "Kenwood Restaurant"), which operates under the
trade name "Hotel Discovery." The other two restaurants operate under the trade
name Cafe Odyssey, as will any future restaurants. One is in the Mall of
America, located in Bloomington, Minnesota, a suburb of Minneapolis (the "Mall
of America Restaurant"), and the other at the Denver Pavilions, located in the
downtown district of Denver, Colorado (the "Denver Pavilions Restaurant")
(together the "Restaurants"). The Kenwood Restaurant opened under the name
"Hotel Mexico" on December 19, 1996. The Mall of America Restaurant opened on
June 8, 1998. The Denver Pavilions Restaurant opened March 15, 1999. Prior to
the opening of the Kenwood Restaurant, the Company was in the development stage.

The Company began operations as Hotel Mexico, Inc. ("HMI"), which was
incorporated in Ohio in January 1994. The Kenwood Restaurant Limited
Partnership, an Ohio limited partnership (the "Kenwood Partnership") was formed
in June 1995 to own and operate the Kenwood Restaurant. HMI's operations and the
net assets of the Kenwood Partnership were combined in November 1996 and in
August 1997, HMI was reorganized as Hotel Discovery, Inc., a Minnesota
corporation.

On February 25, 1998, the Company changed the name of its restaurant concept
from Hotel Discovery to Cafe Odyssey. The Company believes that the new name
better reflects the concept's primary focus on award-winning food, served in a
unique environment of adventure, imagination, exploration and innovation. In
conjunction with this action, the Company's Board of Directors and shareholders
approved a change in its corporate name from Hotel Discovery, Inc. to Cafe
Odyssey, Inc. This change was approved by shareholders on May 21, 1998.

Future revenue and profits, if any, will depend upon various factors, including
market acceptance of the Cafe Odyssey concept, the quality of restaurant
operations, the ability to expand to multi-unit locations and general economic
conditions. The Company's present source of revenue is limited to its existing
restaurants. There can be no assurances the Company will successfully implement
its expansion plans, in which case it will continue to be dependent on the
revenues from the existing restaurants. The Company also faces all of the risks,
expenses and difficulties frequently encountered in connection with the
expansion and development of a new and expanding business. Furthermore, to the
extent the Company's expansion strategy is successful, it must manage the
transition to multiple-site operations, higher volume operations, the control of
overhead expenses and the addition of necessary personnel.

The Company signed its first letter of intent to acquire a company that provides
branded email services to radio stations. Cafe Odyssey's objective is to become
a leading provider of email services, permission-based marketing email and
branded Web-based email in the fields of radio, television, newspaper and
sports/entertainment. The Company has signed two other letters of intent for
e-comerce companies. Should the shareholders approve the acquisition of
popmail.com, inc., the Company will be comprised of two divisions: an Internet
division and a hospitality division. The Company expects to rapidly expand the
Internet division, therefore,



                                       11

<PAGE>   12


a corporate name change to PopMail.com, inc., will also be voted upon at the
Company's annual meeting held August 19, 1999. Through these acquisitions, the
Company would hire senior management to operate the Internet division. The
Company's present management team will continue to focus its attention on the
day to day activities of the Restaurants. No assurance can be given that any
acquisitions will be completed or desired results achieved, should the
shareholders approve the acquisition or name change.

The Company has adopted a 52/53 week accounting period ending on the Sunday
nearest December 31 of each year.



RESULTS OF OPERATIONS FOR THE THIRTEEN WEEKS AND TWENTY-SIX WEEKS ENDED JULY 4,
1999 AND JUNE 28, 1998

NET SALES

The Company had net sales for the thirteen weeks ended July 4, 1999 and June
28,1998 of $3,561,023 and $1,195,676, respectively, or a 197.8% increase of
$2,365,347. The increase in sales is attributable to the opening of the Denver
Restaurant on March 15, 1999, offset by a continued decline in sales at the
Kenwood Restaurant for the second quarter of 1999.

The Company had net sales for the twenty-six weeks ended July 4, 1999 and June
28,1998 of $5,893,655 and $1,999,995, respectively, or a 194.7% increase of
$3,893,660. The increase in sales is attributable to the opening of the Mall of
America Restaurant on June 8, 1998, and the opening of the Denver Restaurant on
March 15, 1999, offset by a continued decline in sales at the Kenwood Restaurant
for the second quarter of 1999.

COSTS AND EXPENSES

The food, beverage, retail costs and other unit operating expenses related to
the operation of the Restaurants for the thirteen weeks ended July 4, 1999 were
$3,417,776 or a 179.8% increase of $2,196,285 from $1,221,491 for the thirteen
weeks ended June 28,1998.

The food, beverage, retail costs and other unit operating expenses related to
the operation of the Restaurants for the twenty-six weeks ended July 4, 1999
were $5,740,666 or a 170.6% increase of $3,619,157 from $2,121,509 for the
twenty-six weeks ended June 28,1998. The correlation that exists between the
increase in costs and expenses as compared to the increase in revenues reflects
the economies of scale of the larger revenue restaurants. Management continues
to address cost and expense issues at the Restaurants. Further refinements are
anticipated for both the Mall of America Restaurant and the Denver Pavilions
Restaurant in the area of labor expenses. However, no assurance can be given
that these efforts will achieve desired results by the year end, if at all.

Depreciation and amortization expenses for the thirteen weeks ended July 4, 1999
were $352,672 or a 90.3% increase of $167,373 from $185,299 for the thirteen
weeks ended June 28,1998. Depreciation and amortization expenses for the
twenty-six weeks ended July 4, 1999 were $610,840 or a 96.3% increase of
$299,701 from $311,139 for the twenty-six weeks ended June 28,1998. This
increase is due primarily to the addition of the Mall of America Restaurant and
the Denver Pavilions Restaurant, offset by the write-down on the Kenwood
Restaurant.

The Company incurred no additional pre-opening expenses for the thirteen weeks
ended July 4, 1999. Pre-opening and start-up expenses were $572,932 for the
twenty-six weeks ended July 4, 1999, as compared to $791,193 for the twenty-six
weeks ended June 28, 1998, a decrease of $218,261 or 27.6%. The Company revised
its pre-opening policy with the opening of the Denver Pavilions Restaurant. The
Company anticipates that future new restaurant openings will be in line with
Denver. However, no assurance can be given that pre-opening and start-up costs
will be within the same amounts, due to the size of the next unit, its
geographic location or the time needed to open. Of the $572,932 pre-opening
expenses, $504,973 were for the Denver Pavilions Restaurant and $67,959 related
to the start-up site located in Irvine, California. The Company has decided not
to open a restaurant at this specific site.



                                       12

<PAGE>   13
The Company's executive and administrative office located in Bloomington,
Minnesota, had general, administrative and development expenses for the thirteen
weeks ended July 4, 1999, of $480,530 compared to $676,394 for the thirteen
weeks ended June 28, 1998, a decrease of $195,864 or 29.0%. The Company's
executive and administrative office had general, administrative and development
expenses for the twenty-six weeks ended July 4, 1999, of $960,776 compared to
$1,418,529 for the twenty-six weeks ended June 28, 1998, an decrease of $457,753
or 32.3%. This decrease reflects the results of the Company's efforts to reduce
its general, administrative and development expense line items for the 1999
fiscal year. Interest expense for the thirteen weeks and twenty-six weeks ended
July 4, 1999 of $245,283 and $384,183, respectively. Interest income for the
thirteen weeks and twenty-six weeks ended July 4, 1999 was $3,149 and $38,
respectively. The Company has to address the numerous executive and
administrative staffing requirements, the requirements needed to manage remote
sites, shareowner relationships, etc. and development costs associated with site
location. The Company will be seeking additional senior management personnel as
well as support staff, which will also have an associated impact on future
earnings. The Company expects to continue to incur operating losses during 1999.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a working capital deficit of $2,993,509 at July 4, 1999,
compared to working capital deficit of $3,870,058 on January 3, 1999. Cash and
cash equivalents were $311,919 at July 4, 1999, representing an increase of
$205,672 from the cash and cash equivalents of $106,247 at January 3, 1999.

Since inception, the Company's principal capital requirements have been (i) the
development of the Company and the Hotel Discovery/Cafe Odyssey concept, (ii)
the construction of the Kenwood Restaurant and the acquisition of furniture,
fixtures and equipment of approximately $5.1 million, net of landlord
contributions, (iii) the construction of the Mall of America Restaurant and the
acquisition of furniture, fixtures and equipment of approximately $4.8 million,
net of landlord contributions, and (iv) the construction of the Denver Pavilions
Restaurant and the acquisition of furniture, fixtures and equipment of
approximately $4.2 million, net of landlord contributions.

The Company's primary sources of working capital have been proceeds from the
sale of common stock to and borrowings from its principal shareholder, Stephen
D. King, the private placement of common stock and debt, as well as the proceeds
from the Company's initial public offering of Units in November 1997. During
1998 and 1997, the maximum amount of borrowings from Mr. King outstanding at any
one time was $100,000 and $1,148,430, respectively. The amount of outstanding
indebtedness as of July 4, 1999 was $150,000.

In October 1995, Kenwood Restaurant Limited Partnership, an Ohio limited
partnership formed in June 1995 (the "Kenwood Partnership"), raised $2.5 million
in a private placement of 250 shares of common stock of the Company's
predecessor (which shares were split 825-to-1 in November 1996, and now
represent 206,250 shares of the Company) and limited partnership interests in
the Kenwood Partnership. In a reorganization of the Company which occurred in
November 1996, the Kenwood Partnership contributed all of its net assets to the
Company's predecessor, including the Kenwood Restaurant, in exchange for
1,350,000 shares of common stock of the Company. The general partner of the
Kenwood Partnership was Kenwood Restaurant, Inc., an Ohio corporation that was
controlled by Stephen D. King until his resignation as an officer and director
in September 1997. The Kenwood Partnership was dissolved in October 1997.

The Company borrowed $1.0 million under a leasehold mortgage term loan from a
bank, which was personally guaranteed by Mr. King. This financing was used for
the Kenwood Restaurant. Principal and interest were due monthly through February
1999. This loan was repaid in September 1998. In December 1996 the Company
borrowed an additional $2.5 million under a mortgage term loan from a bank.
Payments of interest only were due through January 1998 at which time the entire
principal balance was due. This loan was paid in full on January 31, 1997. In
May 1997 the Company borrowed $2.0 million on a 13-month term note, with
interest only payable monthly at the rate of 7.15%. This note was guaranteed by
Mr. King and was collateralized by substantially all of the Company's assets.
This note was repaid in July 1997. On June 23, 1997, the Company borrowed
$800,000, also collateralized by substantially all of the Company's assets. The
loan was personally guaranteed by Mr. King and was repaid in full in July 1997.


                                       13

<PAGE>   14


From November 1996 through July 1997 the Company's predecessor completed private
placements of an aggregate of 2,392,889 shares of Common stock at $3.00 per
share. The net proceeds were approximately $6.1 million. Such proceeds were
fully utilized for the Kenwood Restaurant, repayment of indebtedness, working
capital and construction of the Mall of America Restaurant and the Denver
Pavilions Restaurant.

On August 12, 1997, the Company borrowed $200,000 from Provident Bank at an
annual rate of interest of 2% over Provident's reference rate. The loan was
personally guaranteed by Mr. King and was repaid in full in November 1997. On
September 8, 1997, the Company borrowed $200,000 from Bank Windsor at an annual
rate of 1.125% over Bank Windsor's reference rate. The loan was payable on
demand and had an outstanding principal balance of $200,000 on December 28,
1997. This loan was repaid in full in January 1998. On October 3, 1997, the
Company borrowed $200,000 from Trakehner Holdings, Inc., which bore interest at
8.75% and was due on demand or no later than the effective date of the Company's
initial public offering. This loan was repaid in full in November 1997.

In November 1997 the Company completed an initial public offering of 2,500,000
Units, each Unit consisting of one share of Common Stock and one redeemable
Class A Warrant at an initial public offering price of $5.00 per Unit. In
December 1997 the Company issued an additional 100,000 Units to its principal
underwriter, R.J. Steichen & Company, pursuant to the underwriter's decision to
exercise a portion of its over-allotment option. The Company received net
proceeds of approximately $11.2 million in conjunction with the initial public
offering and the partial exercise of the underwriter's over-allotment.

The Class A Warrants are subject to redemption by the Company at any time, on
not less than 30 days written notice, at a price of $0.01 per Warrant at any
time following a period of 14 consecutive trading days where the per share
average closing bid price of the Company's common stock exceeds $7.00 (subject
to adjustment), provided that a current prospectus covering the shares issuable
upon the exercise of the Class A Warrants is then effective under federal
securities laws. For these purposes, the closing bid price of the common stock
shall be determined by the last reported sale price on the primary exchange on
which the common stock is traded.

The Company entered into a senior promissory note in June 1998, which had an
outstanding balance of $841,203 at July 4, 1999. The note requires monthly
installments of $25,044 including interest of 15.94%. The note is secured by
equipment and is due July 2002.

In September 1998 the Company entered into a $3,000,000 revolving line of credit
facility with a financial institution. This credit facility is secured by an
open-ended leasehold mortgage, security agreement and assignment of rents,
income and proceeds ("Mortgage"), which Mortgage encumbers the leasehold
improvements of the Kenwood Restaurant. In addition, two directors and an
ex-director of the Company entered into a joint and several limited guaranty of
the first $1,000,000 of the Company's borrowings under this credit facility. In
consideration of these guarantees, the Company issued 40,000 five-year warrants
to each of these individuals at an exercise price of $0.75 per share in November
1998. Guarantees for the other $2,000,000 were obtained later in November 1998
from two of the aforementioned directors and an additional third party whereby
two of the directors each severally guaranteed $500,000, and the other third
party guaranteed $1,000,000, of such borrowings. All three guarantors pledged
certain collateral to the financial institution in connection with the latter
guarantees. In exchange for such guarantees and pledges of collateral, the
Company issued 200,000 five-year warrants each to two of the directors in
November 1998, and 400,000 five-year warrants to the other third party in
January 1999 all at an exercise price of $0.75 per share. The Board of Directors
of the Company also authorized the issuance of additional warrants and the
payment of cash penalties to the three guarantors if the borrowings are not
repaid in full by September 30, 1999. This credit facility provides for monthly
payments of interest accrued on the outstanding unpaid principal balance at a
rate equal to the Prime Rate, or 7.75% as of July 4, 1999. As of April 2, 1999,
the Company has borrowed $3,000,000 under this credit facility. The line of
credit facility and senior promissory note contain certain restrictive
covenants, as defined. As of July 4, 1999, the Company was in compliance with
all such covenants.

On February 23, 1999, the Company entered into a promissory note for $300,000
with a private investor. The note is unsecured and requires a balloon payment of
principal and interest 90 days from the loan date. The interest rate is 18% per
year, with a 2% loan origination fee. The Company issued a five year warrant to
such investor to purchase 50,000 shares of the Company's common stock at an
exercise price of $0.50 per share. A principal payment, accrued interest and an
origination fee was paid in May 1999, and a new note was issued for $200,000
with the same investor. The new note, dated May 23, 1999, is also unsecured and
requires a balloon payment of principal and interest 90 days from the loan date
at a rate of 12.5% per year. The investor has the option to receive payment of
principal and interest in cash or in shares of the Company's common stock, with
a conversion price of $3.00 per share.


                                       14

<PAGE>   15


On March 10, 1999, the Company entered into a promissory note for $825,000 with
a financial institution. The note is an unsecured revolving line of credit
facility which requires interest payments only. The interest rate on the note is
equal to the Index Rate (7.75% as of July 4, 1999), with the maximum interest
rate not to exceed 21.75% per annum. The note is due March 10, 2000. The note is
secured by personal guarantees and the Company has issued five-year warrants for
an aggregate of 500,000 shares of common stock at an exercise price of $0.75 per
share to the guarantors in consideration of the guarantees. One guarantor, a
director of the Company, received 87,500 warrants, the remaining 412,500
warrants going to other third party guarantors.

On April 30, 1999, the Company entered into a master equipment lease agreement
("Capital Lease") for $300,000 with a financial institution. The Capital Lease
is secured by substantially all of the furniture, accessories, computer/POS and
kitchen equipment located at the Denver Pavilions Restaurant and required
security deposits of approximately $135,000. The note bears interest at 17.3%
and monthly payments of $8,708 are required for 4 years.

On May 13, 1999, the Company signed a Letter of Intent to acquire popmail.com,
inc. ("Popmail"). Through partnerships with radio stations nationwide, Popmail
is a leading email provider to radio stations. The Company entered into a
definitive merger agreement with Popmail on June 1, 1999, and the transaction
closed into escrow on June 25, 1999. Completion of the transaction is subject
to, among other things, the approval of the Company's shareholders and certain
conditions of the merger agreement such as repaying a $5 million indebtedness of
Popmail.

On May 14, 1999, the Company issued 2,000 shares of Series A 8% convertible
preferred stock (the "Series A Preferred Stock") with a stated value of $1,000
per share in a private placement for total proceeds of $2,000,000 and net
proceeds after expenses of approximately $1,700,000. In addition, the Company
issued a warrant (the "Agent's Warrant") to the placement agent to purchase
150,000 shares of the Company's common stock at $3.00 per share in connection
with the offering. The Warrant is exercisable for five years. The purchase was
an institutional investor who is an "accredited investor" as such term is
defined in Rule 501(a) of Regulation D promulgated under the Securities Act of
1933, as amended ("Regulation D"). The Company relied upon Rule 506 of
Regulation D as the exception for such private placement.

The annual dividend of 8% is cumulative and is payable quarterly in arrears
either in cash or in freely tradable shares of common stock. Each share of
Series A Preferred Stock is convertible into shares of the Company's common
stock at a conversion price equal to 65% of the average closing bid price for
the common stock five days prior to the conversion. The total number of shares
of common stock issuable (i) upon conversion of the Series A Preferred Stock,
(ii) as a dividend on the Series A Preferred Stock and (iii) upon exercise of
the Warrant cannot exceed 1,662,687 shares (20% of the number of outstanding
shares of common stock on May 14, 1999), unless the Company obtains shareholder
approval as required by Nasdaq. In the event a holder of Series A Preferred
Stock is unable to convert shares of Series A Preferred Stock into common stock
because 1,662,687 shares have already been issued as described in the preceding
sentence, the Company must redeem any unconverted Series A Preferred Stock
presented for conversion for cash at a price equal to 125% of the stated value.
The Company has the right to redeem the Series A Preferred Stock in cash at 135%
of stated value plus accrued and unpaid dividends. All Series A Preferred Stock
which is still outstanding on May 14, 2004 is mandatorily converted at the
Conversion Price.

The Company is not required to convert Series A Preferred Stock, whether upon
request for conversion by the holder or upon the May 14, 2004 mandatory
conversion date, if and to the extent that such holder would then own in excess
of 5% of the Company's common stock. If, notwithstanding the foregoing, such
holder is deemed by a court to be the beneficial owner of more than 5% of the
Company's common stock, the Company is required to redeem for cash such number
of shares of Series A Preferred Stock as will reduce such holder's ownership to
not more than 5% at a redemption price equal to the stated value plus accrued
and unpaid dividends. In the case of mandatory conversion, the Company may elect
to pay a redemption price in cash equal to 135% of the stated value plus accrued
and unpaid dividends or may extend the mandatory conversion date for one year.

The Company filed a Registration Statement on Form S-3 registering the resale of
the shares of common stock issuable upon conversion. The Registration Statement
was declared effective on June 25, 1999. The Company will use the proceeds from
the private placement to finance certain acquisitions. The Company will use the
proceeds from exercise of the warrants for working capital. The Company will
receive no proceeds from the sale of common


                                       15

<PAGE>   16



stock by the selling shareholders.

On June 30, 1999, the Company entered into a Letter of Intent to acquire
Internet Community Concepts ("ICC"). ICC provides Web content, e-commerce and
advertising to nearly 350 radio stations.

The Company will not open any new restaurants in fiscal year 1999 unless
sufficient capital is raised. Management is committed to its original,
fundamental strategy of slow, controlled growth. This approach to expansion
although conservative, will strengthen the concept and avoid the pitfalls of
some of the competition by insuring that the management team is not outdistanced
and can execute the Company standards. It also insures that the real estate
strategy is not compromised due to forced timing of restaurant openings. With
the successful execution of the Denver Pavilions Restaurant being opened on time
and on budget, the Company has terminated the lease agreement with the Irvine,
California developer primarily due to the physical placement that the restaurant
would occupy within the Irvine complex. The Company is investigating other real
estate site locations.

The Company estimates that its capital expenditures required for its next
restaurant (excluding any landlord contributions) will be approximately $3 to $7
million. The Company expects to finance its concept development and expansion
through cash flow from operations, the exercise of its Class A Warrants and
other forms of financing such as the sale of additional equity and debt
securities, capital leases and other credit facilities. There are no assurances
that such financing will be available on terms acceptable or favorable to the
Company.

The Company estimates the costs for its acquisition and merger with popmail.com,
inc. to be approximately $5,500,00.  Completion of the transaction is subject
to, among other things, the approval of the Company's shareholders and certain
conditions of the merger agreement.  The Company has entered into a definitive
purchase agreement to acquire all of the capital stock of ROI Interactive, Inc.
This transaction is an exchange of assets for stock and cash.  It is estimated
that approximately $2,600,000 may be needed to complete the transaction.  The
Company expects to finance its Internet acquisitions through either the exercise
of its Class A Warrants, or through other forms of financing such as the sale of
additional equity and debt securities and other credit facilities.  There are no
assurances that such financing, if any, will be available on terms acceptable or
favorable to the Company.


IMPACT OF THE YEAR 2000 ISSUE

INTRODUCTION. The term "Year 2000" is used to describe general problems that may
result from improper processing of dates and date-sensitive calculations by
computers or other machinery as the year 2000 is approached and reached. This
problem stems from the fact that many of the world's computer hardware and
software applications have historically used only the last two digits to refer
to a year. As a result, many of these computer programs do not or will not
properly recognize a year that begins with "20" instead of the familiar "19." If
not corrected, many computer applications could fail or create erroneous
results. The following information was prepared to comply with the guidelines
for Year 2000 disclosure that the Securities and Exchange Commission issued in
an Interpretative Release, effective August 4, 1998. These guidelines require
significantly more detailed information than was previously required by the
Commission.

THE COMPANY'S STATE OF READINESS. To operate its business, the Company relies on
many third party information technology systems ("IT"), including its point of
sale, table seating and reservation management, inventory management, credit
card processing, payroll, accounts payable, fixed assets, banking and general
ledger systems. The Company does not maintain any proprietary IT systems and has
not made any modifications to any of


                                       16

<PAGE>   17


the IT systems provided to it by its IT vendors. The Company has requested that
each of the vendors providing hardware and software to provided upgrades and
enhancements0 that, when installed, will ensure that the information technology
systems associated with that particular vendor will be Year 2000 compliant. The
Company expects that all assurances and/or IT upgrades and enhancements from its
IT vendors will be completed and installed by October 31, 1999.

The Company also relies upon government agencies, utility companies, providers
of telecommunications services, food, beverage and retail product suppliers and
other third party product and service providers ("Material Relationships"), over
which it can assert little control. The Company's ability to conduct its core
business is dependent upon the ability of these Material Relationships to ensure
Year 2000 compliance, to the extent they affect the Company. If the
telecommunications carriers, public utilities, key food, beverage and retail
product suppliers and other Material Relationships do not appropriately rectify
their Year 2000 issues, the Company's ability to conduct its core business may
be materially impacted, which could result in a material adverse effect on the
Company's financial condition.

The Company has begun an assessment of all Material Relationships to determine
risk and assist in the development of contingency plans. This effort is expected
to be completed by October 31, 1999.

COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUES. The Company expenses costs
associated with its Year 2000 compliance efforts as the costs are incurred. The
Company has not yet incurred any expenses in connection with its Year 2000
compliance efforts to date, and estimates it will spend no more than $5,000 to
complete its Year 2000 compliance efforts. The Company estimates that the only
costs that it will incur in connection with its Year 2000 compliance efforts
will be in the testing phase, which will not occur until it has received
assurances from each of its IT vendors that their IT systems upon which the
Company relies are Year 2000 compliant. All costs associated with bringing these
IT systems into Year 2000 compliance are expected to be borne by the Company's
IT vendors. It is expected that the Company will have received these assurances
and will begin its testing phase by October 31, 1999. It should be noted,
however, that the Company is unable to estimate the costs that it may incur as a
result of Year 2000 problems suffered by its IT vendors and Material
Relationships, and that there can be no assurance that the Company will
successfully identify and rectify all its Year 2000 problems.

RISKS PRESENTED BY YEAR 2000 PROBLEMS. The Company has not yet begun the testing
phase of its Year 2000 compliance efforts. As a result, the Company cannot fully
assess the risks from any potential Year 2000 issues. Once the testing phase is
underway, which is expected to occur no later than October 31, 1999, the Company
may identify areas of its core business that are at risk of Year 2000
disruption. In addition, many of the Company's critical Material Relationships
may not appropriately address their Year 2000 issues, the result of which could
have a material adverse effect on the Company's financial condition and results
of operations.

THE COMPANY'S CONTINGENCY PLANS. Because the Company has not yet begun the
testing phase of its Year 2000 compliance efforts, and accordingly has not yet
fully assessed its risks from any potential Year 2000 issues, the Company has
not yet developed detailed contingency plans specific to Year 2000 issues for
any specific areas of business. The Company expects, however, to develop
detailed contingency plans specific to Year 2000 issues once the testing phase
of its Year 2000 compliance efforts is complete and its key risks have been
assessed.





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<PAGE>   18



                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

The Company is involved in routine legal actions in the ordinary course of its
business. Although outcomes of any such legal actions cannot be predicted, in
the opinion of management there is no legal proceeding pending against or
involving the Company for which the outcome is likely to have a material adverse
effect upon the financial position or results of operations of the Company.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On May 14, 1999, the Company issued 2,000 shares of Series A 8% convertible
preferred stock (the "Series A Preferred Stock") with a stated value of $1,000
per share in a private placement for total proceeds of $2,000,000 and net
proceeds after expenses of approximately $1,700,000. In addition, the Company
issued a warrant (the "Agent's Warrant") to the placement agent to purchase
150,000 shares of the Company's common stock at $3.00 per share in connection
with the offering. The Warrant is exercisable for five years. The purchase was
an institutional investor who is an "accredited investor" as such term is
defined in Rule 501(a) of Regulation D promulgated under the Securities Act of
1933, as amended ("Regulation D"). The Company relied upon Rule 506 of
Regulation D as the exception for such private placement.

The annual dividend of 8% is cumulative and is payable quarterly in arrears
either in cash or in freely tradable shares of common stock. Each share of
Series A Preferred Stock is convertible into shares of the Company's common
stock at a conversion price equal to 65% of the average closing bid price for
the common stock five days prior to the conversion. The total number of shares
of common stock issuable (i) upon conversion of the Series A Preferred Stock,
(ii) as a dividend on the Series A Preferred Stock and (iii) upon exercise of
the Warrant cannot exceed 1,662,687 shares (20% of the number of outstanding
shares of common stock on May 14, 1999), unless the Company obtains shareholder
approval as required by Nasdaq. In the event a holder of Series A Preferred
Stock is unable to convert shares of Series A Preferred Stock into common stock
because 1,662,687 shares have already been issued as described in the preceding
sentence, the Company must redeem any unconverted Series A Preferred Stock
presented for conversion for cash at a price equal to 125% of the stated value.
The Company has the right to redeem the Series A Preferred Stock in cash at 135%
of stated value plus accrued and unpaid dividends. All Series A Preferred Stock
which is still outstanding on May 14, 2004 is mandatorily converted at the
Conversion Price.

The Company is not required to convert Series A Preferred Stock, whether upon
request for conversion by the holder or upon the May 14, 2004 mandatory
conversion date, if and to the extent that such holder would then own in excess
of 5% of the Company's common stock. If, notwithstanding the foregoing, such
holder is deemed by a court to be the beneficial owner of more than 5% of the
Company's common stock, the Company is required to redeem for cash such number
of shares of Series A Preferred Stock as will reduce such holder's ownership to
not more than 5% at a redemption price equal to the stated value plus accrued
and unpaid dividends. In the case of mandatory conversion, the Company may elect
to pay a redemption price in cash equal to 135% of the stated value plus accrued
and unpaid dividends or may extend the mandatory conversion date for one year.

The Company filed a Registration Statement on Form S-3 registering the resale of
the shares of common stock issuable upon conversion. The Registration Statement
was declared effective on June 25, 1999. The Company will use the proceeds from
the private placement to finance certain acquisitions. The Company will use the
proceeds from exercise of the warrants for working capital. The Company will
receive no proceeds from the sale of common stock by the selling shareholders.




                                       18

<PAGE>   19


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  (A)      EXHIBITS

                           10.1     Employment agreement between the Company and
                                    Thomas W. Orr dated April 30, 1999. *

                           27       Financial Data Schedule

                           *        This exhibit pertains to compensation.

                  (B)      REPORTS ON FORM 8-K

                           On May 4, 1999, the Company filed a Current Report on
                           Form 8-K, under Item 5 announcing that it had signed
                           a Letter of Intent to acquire popmail.com, inc.

                           On June 7, 1999, the Company filed a Current Report
                           on Form 8-K, under Item 5 announcing that it had
                           signed a definitive merger agreement with
                           popmail.com, inc.

                           On June 25, 1999, the Company filed a Current Report
                           on Form 8-K, under Item 5 announcing that it had
                           closed escrow with respect to the popmail.com, inc.
                           merger.














                                       19

<PAGE>   20



                                   SIGNATURES

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

                                   CAFE ODYSSEY, INC.

                                   By: /s/ Thomas W. Orr
                                       -----------------
                                   THOMAS W. ORR
                                   VICE PRESIDENT-FINANCE AND CHIEF FINANCIAL
                                   OFFICER (PRINCIPAL FINANCIAL OFFICER)

Date:    August 17, 1999






































                                       20