<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-QSB

(Mark One)

[X]  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934

                 For the quarterly period ended June 25, 2000

                                      or

[_] Transition report pursuant to section 13 or 15(d) of the Securities
    Exchange Act of 1934

For the transition period from ____________ to _______________  .

                        Commission File Number 0-24828

                        GRAND HAVANA ENTERPRISES, INC.
            (Exact Name of Registrant as Specified in its Charter)


          Delaware                                  95-4428370
 (State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                  Identification No.)


1990 Westwood Boulevard, 3rd Floor
  Los Angeles, California                                90025
(Address of Principal Executive Offices)              (Zip Code)


                                 310/ 475-5600
             (Registrant's Telephone Number, Including Area Code)

  Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                             YES [X]       NO [_]

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

      Class                                  Outstanding as of August 1, 2000
--------------------                         -------------------------------
Common Stock, par                                   14,174,306 shares
value $.01 per share

Transitional Small Business Disclosure Format (check one):

                             YES [ ]       NO [X]
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS

                GRAND HAVANA ENTERPRISES, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS


                                                     June 25,     September 26,
                                                       2000           1999
                                                   -------------  -------------
                                                   (unaudited)
                         ASSETS

CURRENT ASSETS
 Cash and cash equivalents                          $   124,563   $     94,523
 Accounts receivable, net                               173,412         86,030
 Short-term note receivable                             115,000        115,000
 Inventories                                            428,768        435,999
 Prepaid expenses                                       179,251        218,008
                                                    -----------   ------------

      TOTAL CURRENT ASSETS                            1,020,994        949,560
                                                    -----------   ------------

PROPERTY AND EQUIPMENT, net                           3,451,463      3,679,983

OTHER ASSETS
 Restricted cash                                        935,391        875,000
 Due from related parties                               145,256        130,001
 Deposits and other assets                               57,731         63,730
                                                    -----------   ------------

      TOTAL OTHER ASSETS                              1,138,378      1,068,731
                                                    -----------   ------------

                         TOTAL                      $ 5,610,835   $  5,698,274
                                                    ===========   ============

        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Notes payable to related parties                   $ 1,549,154   $  1,549,154
 Bank overdraft                                         117,427         84,671
 Accounts payable                                       948,535      1,029,301
 Accrued liabilities                                    284,426        422,479
 Deferred revenues                                      213,960        189,194
 Due to related parties                               1,579,436      1,397,648
 Deferred rent payable                                  549,852        462,054
 Other current liabilities                               23,308              -
                                                    -----------   ------------
      TOTAL CURRENT LIABILITIES                       5,266,098      5,134,501
                                                    -----------   ------------

STOCKHOLDERS' EQUITY
 Preferred stock, $.01 par value; authorized -
   3,000,000 shares; issued and outstanding - none
 Common stock, $.01 par value; authorized -
   50,000,000 shares; issued and outstanding -
   14,174,306 shares in 2000 and 1999                   141,744        141,744
 Additional paid-in capital                          13,279,044     13,279,044
 Accumulated deficit                                (13,076,051)   (12,857,015)
                                                    -----------   ------------

      TOTAL STOCKHOLDERS' EQUITY                        344,737        563,773
                                                    -----------   ------------

                         TOTAL                      $ 5,610,835   $  5,698,274
                                                    ===========   ============


     See accompanying Notes to Condensed Consolidated Financial Statements

                                       2
<PAGE>

                 GRAND HAVANA ENTERPRISES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                     Nine Months Ended              Three Months Ended
                                                                   June 25,       June 27,        June 25,       June 27,
                                                                     2000           1999            2000           1999
                                                                -------------   -----------     ------------   -----------
                                                                 (unaudited)    (unaudited)      (unaudited)   (unaudited)
<S>                                                             <C>             <C>              <C>           <C>
REVENUES
   Food and beverage                                            $  2,448,298    $ 2,043,177     $   778,395    $   666,750
   Merchandise sales                                                 496,455        512,461         148,250        145,474
   Membership fees                                                 1,490,642      1,210,783         530,628        442,237
   Catering rental                                                   559,600        319,709         142,866         33,779
                                                                ------------    -----------     -----------    -----------
      TOTAL REVENUES                                               4,994,995      4,086,130       1,600,139      1,288,240
                                                                ------------    -----------     -----------    -----------

COSTS AND EXPENSES
   Food and beverage                                                 847,804        683,086         285,685        230,519
   Merchandise                                                       242,727        254,935          68,075         75,984
   Operating expenses
      Direct labor and benefits                                    1,558,104      1,479,390         534,653        462,084
      Occupancy and other                                          1,782,281      1,762,206         573,472        503,460
   General and administrative                                        312,309        779,796         134,062        248,205
   Depreciation and amortization                                     336,857        379,511         112,624        129,077
                                                                ------------    -----------     -----------    -----------
      TOTAL COSTS AND EXPENSES                                     5,080,082      5,338,924       1,708,571      1,649,329
                                                                ------------    -----------     -----------    -----------

INCOME (LOSS) BEFORE OTHER INCOME (EXPENSE)                          (85,087)    (1,252,794)       (108,432)      (361,089)

OTHER INCOME (EXPENSE)
   Interest income                                                    34,904         23,327          10,590          7,890
   Partial insurance settlement                                            -        101,718               -              -
   Interest expense                                                 (168,853)      (140,434)        (55,162)       (46,058)
                                                                ------------    -----------     -----------    -----------
TOTAL OTHER INCOME (EXPENSE)                                        (133,949)       (15,389)        (44,572)       (38,168)
                                                                ------------    -----------     -----------    -----------

LOSS BEFORE CUMULATIVE EFFECT OF
     CHANGE IN ACCOUNTING PRINCIPLE                                 (219,036)    (1,268,183)    $  (153,004)      (399,257)

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
     PRINCIPLE                                                             -        (23,844)              -              -
                                                                ------------    -----------     -----------    -----------
NET LOSS                                                        $   (219,036)   $(1,292,027)    $  (153,004)   $  (399,257)
                                                                ============    ===========     ===========    ===========

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                                       14,174,306     14,174,306      14,174,306     14,174,306

BASIC AND DILUTED LOSS PER SHARE
Loss before cumulative change in accounting principle           $     (0.015)   $    (0.089)    $    (0.011)   $    (0.028)
   Cumulative effect of change in accounting principle                     -         (0.002)              -              -
                                                                -------------   -----------     -----------    -----------
                                                                $     (0.015)   $    (0.091)    $    (0.011)   $    (0.028)
                                                                =============   ===========     ===========    ===========
</TABLE>

     See accompanying Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>

                GRAND HAVANA ENTERPRISES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                Nine Months Ended
                                                                                         ---------------------------------
                                                                                           June 25,          June 27,
                                                                                             2000              1999
                                                                                         --------------   ----------------
                                                                                          (unaudited)       (unaudited)

<S>                                                                                      <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                                                      $(219,036)       $(1,292,027)
   Adjustments to reconcile net loss to net cash used in
    operating activities:
      Depreciation and amortization                                                         336,857            250,434
      Amortization of deferred charges                                                            -             67,106
      Changes in operating assets and liabilities:
         Accounts receivable                                                                (87,382)           (95,030)
         Inventories                                                                          7,231             94,209
         Prepaid expenses                                                                    38,757             (5,042)
         Pre-opening costs                                                                        -             33,844
         Accounts payable and other accrued liabilities                                     (37,031)           735,729
         Deferred revenues                                                                   24,766             61,465
         Deferred rent payable                                                               87,798             21,437
         Other current liabilities                                                           23,308                  -
                                                                                      --------------   ----------------
         NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                175,268           (127,875)
                                                                                      --------------   ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment                                                     (108,337)          (221,940)
   Due from related parties                                                                 (15,255)            15,718
   Collection of note receivable                                                                  -             13,079
   Deferred charges, deposits and other assets                                                5,999             (4,774)
   Restricted cash                                                                          (60,391)            (1,301)
                                                                                      --------------   ----------------
         NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                               (177,984)          (199,218)
                                                                                      --------------   ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Bank overdraft                                                                            32,756            (89,083)
   Due to related parties                                                                         -             83,145
                                                                                      --------------   ----------------
        NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                  32,756             (5,938)
                                                                                      --------------   ----------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                         30,040           (333,031)

CASH AND CASH EQUIVALENTS, beginning of period                                               94,523             95,344
                                                                                      --------------   ----------------
CASH AND CASH EQUIVALENTS, end of period                                                  $ 124,563         $ (237,687)
                                                                                      ==============   ================
</TABLE>

     See accompanying Notes to Condensed Consolidated Financial Statements

                                       4
<PAGE>

                GRAND HAVANA ENTERPRISES, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   BASIS OF PRESENTATION

     The interim condensed consolidated financial statements presented have been
     prepared by Grand Havana Enterprises, Inc. (the "Company") without audit,
     and in the opinion of the management, reflect all adjustments of a normal
     recurring nature necessary for a fair statements of (a) the condensed
     consolidated results of operations for the nine and three months ended June
     25, 2000 and June 27, 1999 (b) the condensed consolidated financial
     position at June 25, 2000 and September 26, 1999 and (c) the condensed
     consolidated cash flows for the nine months ended June 25, 2000 and June
     27, 1999. Interim results are not necessarily indicative of the results for
     a full year.

     The consolidated balance sheet presented as of September 26, 1999 has been
     derived from the consolidated financial statements that have been audited
     by the Company's independent auditors. The consolidated financial
     statements and notes are condensed as permitted by Form 10-QSB and do not
     contain certain information included in the annual financial statements and
     notes of the Company. The consolidated financial statements and notes
     included herein should be read in conjunction with the financial statements
     and notes included in the Company's Annual Report on Form 10-KSB.

2.   CHANGE IN ACCOUNTING PRINCIPLE

     The Company changed its method of accounting for pre-operating cost to
     conform to new requirements of Statement of Position ("SOP") No. 98-5
     "Reporting on the Costs of Start-Up Activities". This Statement requires
     that costs of start-up activities, including organization costs, be
     expensed as incurred. Initial application of this SOP should be reported as
     the cumulative effect of a change in accounting principle as described in
     APB Opinion No. 20 "Accounting Changes".

3.   RECLASSIFICATION

     Portion of revenues from food and beverage for nine months ended June 27,
     1999 has been reclassified to catering rental to conform to 2000
     presentation.

                                       5
<PAGE>

OVERVIEW

  The following discussion should be read in conjunction with the Company's
consolidated financial statements and the notes thereto appearing elsewhere in
this Quarterly Report on Form 10-QSB. Certain statements contained herein that
are not related to historical results, including, without limitation, statements
regarding the Company's business strategy and objectives, future financial
position and estimated cost savings, are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act, as amended
(the "Exchange Act"), and involve risks and uncertainties. Although the Company
believes that the assumptions on which these forward-looking statements are
based are reasonable, there can be no assurance that such assumptions will prove
to be accurate and actual results could differ materially from those discussed
in the forward-looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, risks and uncertainties
associated with the ability to obtain adequate working capital on terms
favorable to the Company, compliance with regulatory requirements, the Company's
ability to sell more memberships, a decline in public consumption of cigars and
other tobacco products, significant increases in excise taxes which could
substantially increase the price of cigars and general economic factors. All
forward-looking statements contained in this Quarterly Report on Form 10-QSB are
qualified in their entirety by this statement.

  Grand Havana Enterprises, Inc. (the "Company" or "Registrant") is engaged
in the business of the ownership and operation of private membership restaurants
and cigar clubs known as "Grand Havana Rooms," and in the ownership and
operation of retail cigar stores known as "Grand Havana House of Cigars." Unless
the context otherwise indicates, the "Company" means Grand Havana Enterprises,
Inc. and its consolidated subsidiaries.

  The Company currently owns and operates two Grand Havana Rooms, one in
Beverly Hills, California, which opened in June 1995 and one in New York, New
York, which opened in May 1997. The Company formerly operated a third Grand
Havana Room and House of Cigars in Washington, D.C. That location was closed in
February 1999 and substantially all of the assets were sold. In addition, the
Company currently owns and operates two Grand Havana House of Cigars locations,
one in Beverly Hills, California, which opened in December 1997 and one in Las
Vegas, Nevada, which opened in November 1997. The Company's primary business
focus is on operating its existing cigar clubs and retail stores.

  For the quarter ended June 25, 2000, the Company had a net loss of
($153,004) compared to a net loss of ($399,257) for the fiscal quarter ended
June 27, 1999. This improvement is attributable primarily to three factors: (1)
increases in membership fees due, in part, to the adoption of the new "social"
membership plan, (2) increases in revenues as a result of increased member
activity, and (3) reductions in costs from the closure of the Washington, D.C.,
Grand Havana Room and House of Cigars. A social member is permitted to use the
club's dining facilities but does not have a locker or humidor. Although the
social members pay less in initial and monthly membership fees, the Company
receives additional revenue from the increased use of its facilities.

  The two House of Cigars locations are still experiencing operating losses.
The Las Vegas House of Cigars location had an operating loss of $9,949 for
the quarter ending June 25, 2000 and the Beverly Hills House of Cigars had
an operating loss of $5,021 for the same period.

  The Company was incorporated under the laws of the State of Delaware on
April 13, 1993, under the name "United Restaurants, Inc."

                                       6
<PAGE>

RECENT DEVELOPMENTS

  On June 1, 2000, the Company entered into a three year employment agreement
with its current President and Chief Executive Officer, Stanley Shuster. The
agreement calls for an annual salary of $185,000 with guaranteed increases of
10% per annum over the term of the agreement. The Company may only terminate Mr.
Shuster for cause in which event the Company will not be obligated to pay any
severance or additional benefits. Mr. Shuster may terminate the agreement only
for cause after 30 days written notice. The agreement requires Mr. Shuster to
keep confidential certain trade secrets and records of the Company and to
refrain from soliciting any of the Company's employees for a period of one year
from the date of his termination.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 25, 2000 COMPARED TO THREE MONTHS ENDED JUNE 27, 1999

REVENUES

  The Company derives revenues from continuing operations from four principal
sources: (1) membership fees, (2) sales of cigars and related merchandise, (3)
food and beverage sales, and (4) corporate events. During the fiscal quarter
ended June 25, 2000, the Company had revenues of $1,600,139 compared to revenues
of $1,288,240 for the fiscal quarter ended June 27, 1999, an increase of
$311,899 or approximately 24%. This increase in revenues is primarily due to the
increase in revenues from membership fees and food and beverage sales.

 Food and Beverage.  Revenue from food and beverage increased from $666,750
in the fiscal quarter ended June 27, 1999 to $778,395 in the fiscal quarter
ended June 25, 2000, an increase of $111,645 or approximately 17%. This
increase is primarily attributable to an increase in membership and increase in
members' use of the Company's facilities.

  Merchandise Sales.  Revenue from merchandise sales increased from $145,474
in the fiscal quarter ended June 27, 1999 to $148,250 in the fiscal quarter
ended June 25, 2000, an increase of $2,776 or approximately 2%. This increase
is principally due to an increase in membership and an increase in members' use
of the Company's facilities.

  Membership Fees. Revenue from membership fees increased from $442,237
the fiscal quarter ended June 27, 1999 to $530,628 in the fiscal quarter ended
June 25, 2000, an increase of $88,391 or approximately 20%. This is primarily
a result of an increase in membership fees due in part to the adoption of a new
membership plan.

  Corporate events. Revenue from corporate events (also known as catering
rental) increased from $33,779 in the fiscal quarter ended June 27, 1999 to
$142,866 in the fiscal quarter June 25, 2000 an increase of $109,087 or
approximately 323%.

COSTS AND EXPENSES

  During the fiscal quarter ended June 25, 2000 the Company incurred total
costs and expenses of $1,708,571 compared to $1,649,329 for the fiscal quarter
ended June 27, 1999, an increase of $59,242 or approximately 4%.

  Food and Beverage.  During the quarter ended June 25, 2000, food and
beverage expenses were $285,685, an increase of $55,166 or 24% over food and
beverage expenses for the quarter ended June 27, 1999. This increase was
attributable to an increase in membership and an increase in members' use of the
Company's facilities.

  Merchandise.  During the quarter ended June 25, 2000, merchandise
expenses were $68,075, a decrease of $7,909 or 10% over merchandise expenses
for the quarter ended June 27, 1999. This decrease was attributable to increased
sales and improved gross margins. Increased excise taxes on cigars have not yet
had a material effect on the Company's profits.

  Operating Expenses.  During the quarter ended June 25, 2000, operating
expenses were $1,108,125, an increase of $142,581 or approximately 14.8% over
operating expenses for the quarter ended June 27, 1999. This increase was
attributable to an increase in membership and an increase in members' use of the
Company's facilities.

  Depreciation and Amortization.  Depreciation and amortization expenses
decreased by approximately 13% from $129,077 in the fiscal quarter June 27, 1999
to $112,624 in the fiscal quarter ended June 25, 2000.

  General and Administrative.  General and administrative expenses
decreased by approximately 46% from $248,025 in the fiscal quarter ended June
27, 1999 to $134,062 in the fiscal quarter ended June 25, 2000. This figure

                                       7
<PAGE>

reflects decreases due to the imposition of more efficient operations and better
controls at the locations and the Company's effort to reduce overhead.

NET LOSS

  The Company experienced a net loss of ($153,004)or($0.011) per share for
the fiscal quarter ended June 25, 2000, compared to a net loss of ($399,257) or
($0.028) per share for the fiscal quarter ended June 27, 1999, a decrease of
$246,253 or approximately 62%.


NINE MONTHS ENDED JUNE 25, 2000 COMPARED TO NINE MONTHS ENDED JUNE 27, 1999

REVENUES

  During the nine months ended June 25, 2000, the Company had revenues of
$4,994,995 compared to revenues of $4,086,130 for the nine months ended June 27,
1999, an increase of $908,865 or approximately 22%. This increase in revenues is
primarily due to the increase in revenues from membership fees and corporate
events.

  Food and Beverage.  Revenue from food and beverage increased from
$2,043,177 in the nine months ended June 27, 1999 to $2,448,298 in the nine
months ended June 25, 2000, an increase of $405,121 or approximately 20%. This
increase is primarily attributable to an increase in membership and an increase
in members' use of the Company's facilities.

  Merchandise Sales.  Revenue from merchandise sales decreased from $512,461
in the nine months ended June 27, 1999 to $496,455 in the nine months ended June
25, 2000, a decrease of $16,006 or approximately 3%.

  Membership Fees.  Revenue from membership fees increased from $1,210,783 in
the nine months ended June 27, 1999 to $1,490,642 nine months ended June 25,
2000, an increase of $279,859 or approximately 23%. This is primarily due to
an increase in membership and an increase in members' use of the Company's
facilities.

  Corporate events.  Revenue from corporate events (catering rental) increased
from $319,709 in the nine months ended June 27, 1999 to $559,600 in the nine
months ended June 25, 2000 an increase of $239,891 or approximately 75%. This
increase was a result of an increase in private parties, mostly at the New York
Grand Havana Room.

COSTS AND EXPENSES

  During the nine months ended June 25, 2000 the Company incurred total costs
and expenses of $5,080,082 compared to $5,338,924 for the nine months ended June
27, 1999, a decrease of $258,842 or 5%. This decrease is primarily due to
decreases in general and administrative costs resulting from the closure of the
Washington, D.C. Grand Havana Room and House of Cigars. This figure also
reflects decreases due to the imposition of more efficient operations and better
controls at the locations and the Company's effort to reduce overhead.

   Food and Beverage.  During the nine months ended June 25, 2000, food and
beverage expenses were $847,804, an increase of $164,716 or 24% over food and
beverage expenses for the six months ended June 27, 1999. This increase was
attributable to an increase in membership and an increase in members' use of the
Company's facilities.

   Merchandise. During the nine months ended June 25, 2000, merchandise expenses
were $242,727, a decrease of $12,208 or 5% over merchandise expenses for the
nine months ended June 27, 1999. This decrease was attributable to a decrease in
merchandise sales. Increased excise taxes on cigars have not yet had a material
effect on the Company's profits.

   Operating Expenses.  During the nine months ended June 25, 2000, operating
expenses were $3,3400,385, an increase of $98,789 or 3% over operating expenses

                                       8
<PAGE>

for the nine months ended March 28, 1999.

   Depreciation and Amortization.  Depreciation and amortization expenses
decreased by approximately 11% from $379,511 in the nine months ended June 27,
1999 to $336,857 in the nine months ended June 25, 2000.

   General and Administrative.  General and administrative expenses
decreased by approximately 60% from $779,798 in the nine months ended June 27,
1999 to $312,309 in the nine months ended June 25, 2000.

NET LOSS

   The Company experienced a net loss of ($219,036) or ($0.015) per share for
the nine months ended June 25, 2000, compared to a net loss of ($1,292,027) or
($0.091) per share for the nine months ended June 27, 1999, a decrease of
$1,049,147 or approximately 83%.


LIQUIDITY AND CAPITAL RESOURCES

   At June 25, 2000, the Company had cash or cash equivalents of $124,563.

   On August 15, 1998, Harry Shuster, former Chairman of the Board,
President, Chief Executive Officer and director of the Company and the father of
Stanley Shuster, the current Chairman of the Board, President, Chief Executive
Officer, Chief Financial Officer, Executive Vice President, director and
principal stockholder of the Company, agreed to lend the Company $300,000. The
Company delivered to Harry Shuster its secured promissory note dated August 15,
1998 (the "Shuster Note"). The Shuster Note bears interest at 10% per annum. Its
due date has been extended by agreement with Harry Shuster to July 31, 2000. The
Shuster Note is secured by a second lien security interest in certain
collateral. As of June 25, 2000, the entire principal amount of the Shuster
Note, $300,000, remained outstanding. As of June 25, 2000, the Company is
indebted to Harry Shuster in the amount of $1,044,869 for amounts due under the
Shuster Note and for advances made from time to time by Harry Shuster to the
Company.

  On September 30, 1998, United Leisure Corporation, a publicly-held company
located in Irvine, California ("United Leisure") agreed to make a new
installment loan to the Company in the amount of up to $1,250,000 in replacement
of the previous loan between United Leisure and the Company. The Company
executed a Secured Promissory Note dated September 30, 1998 (the "Promissory
Note"). The Promissory Note provides that United Leisure may from time to time,
but shall not be obligated to, make future advances up to a total amount of
$1,250,000. The Promissory Note is secured by a first lien security interest in
certain collateral. The Promissory Note's due date has been extended to July
31, 2000. At June 25, 2000 the Company owed an aggregate of $682,155 to
United Leisure under the Promissory Note. Stanley Shuster, the current Chairman
of the Board, President, Chief Executive Officer, Chief Financial Officer,
Executive Vice President, director and principal stockholder of the Company, is
the brother of Brian Shuster, the President of United Leisure.

  In addition, as of June 25, 2000, an aggregate of $507,000 in principal
amount remained outstanding under a financing agreement with United Film
Distributors, Inc., an affiliate of the Company, the full amount of which,
together with all accrued but unpaid interest thereon, is due and payable by the
Company upon demand, which demand could not be made prior to November 1,
1998. Stanley Shuster, the current Chairman of the Board, President,
Chief Executive Officer, Chief Financial Officer, Executive Vice President,
director and principal stockholder of the Company, is the brother of Brian
Shuster, the President of United Film Distributors, Inc.

  The Company believes that it will meet its working capital needs, in the
current fiscal year, from the operations of its Grand Havana Rooms and Grand
Havana House of Cigars locations. Due to the fact that the trading price of the
Company's Common Stock has remained low in the last twelve months and because it

                                       9
<PAGE>

is currently trading on the OTC Bulletin Board, the Company does not anticipate
that it will be able to sell its securities in private placements on terms that
are acceptable to the Company for the foreseeable future.  If the Company is
unable to raise additional funds through the private placement of its securities
it may seek financing from affiliated or unaffiliated third parties. There can
be no assurance, however, that such financing would be available to the Company
when and if it is needed, or that if available, that it will be available on
terms acceptable to the Company. If the Company is unable to obtain financing to
meet its working capital needs and to repay indebtedness as it becomes due, the
Company may have to consider such options as selling or pledging portions of its
assets in order to meet such obligations.


PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

    (27) Financial Data Schedule

(b) Reports on Form 8-K

   No reports on Form 8-K were filed during the quarter ended June 25,
2000.



                                   SIGNATURE

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



                                    GRAND HAVANA ENTERPRISES, INC.



Date: August 8, 2000                /s/   Stanley Shuster
                                    -------------------------------------------
                                    Stanley Shuster
                                    Chief Executive Officer, and Chief Financial
                                    Officer


                                 EXHIBIT INDEX
                                 -------------

10.1  Employment Agreement dated June 1, 2000 between Grand Havana Enterprises,
      Inc. and Stanley Shuster.

                                       10