<PAGE>   1

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                                   (MARK ONE)

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

                              EXCHANGE ACT OF 1934

                    For the Fiscal Year Ended April 29, 2001

                                       OR

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

                         Commission File Number: 0-28930

                              ROADHOUSE GRILL, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Florida                                   65-0367604
 -------------------------------            ------------------------------------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

                  2703-A Gateway Drive, Pompano Beach, FL 33069
              -----------------------------------------------------
              (Address of principal executive offices and zip code)

                  Registrant's telephone number (954) 957-2600

         Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.03 per Share

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [X]

         The aggregate market value of the voting stock held by non-affiliates
of the registrant as of August 1, 2001 was $4,929,491 based upon the closing
sale price of $1.35 as reported on the Nasdaq National Market on August 1, 2001.

         The number of shares of the registrant's common stock outstanding as of
August 1, 2001 was 9,708,741.


<PAGE>   2




                              ROADHOUSE GRILL, INC.

                                    FORM 10-K
                        FISCAL YEAR ENDED APRIL 29, 2001

                                      INDEX
<TABLE>
<CAPTION>


                                                                                             Page
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<S>        <C>                                                                              <C>
PART I

Item 1.    Business.......................................................................     2

Item 2.    Properties.....................................................................    17

Item 3.    Legal Proceedings..............................................................    17

Item 4.    Submission of Matters to a Vote of Security Holders............................    18

PART II

Item 5.    Market for Registrant's Common Equity and Related Shareholder Matters..........    18

Item 6.    Selected Financial Data........................................................    19

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of
           Operations.....................................................................    21

Item 7A.   Quantitative and Qualitative disclosures about Market Risk.....................    30

Item 8.    Financial Statements and Supplementary Data....................................    30

Item 9.    Changes in and Disagreements with Accountant on Accounting and Financial
           Disclosure.....................................................................    30

PART III

Item 10.   Directors and Executive Officers of the Registrant.............................    30

Item 11.   Executive Compensation.........................................................    32

Item 12.   Security Ownership of Certain Beneficial Owners and Management.................    33

Item 13.   Certain Relationships and Related Transactions.................................    34

PART IV

Item 14.   Financial Statements and Exhibits..............................................    35

</TABLE>




                                       i
<PAGE>   3




                                     PART I

         This report and the documents that are incorporated by reference into
this report contain "forward looking statements" within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
These statements concern expectations, beliefs, projections, future plans and
strategies, anticipated events or trends and similar expressions concerning
matters that are not historical facts. Statements preceded by, followed by, or
that include the words "believes," "expects," "anticipates," or similar
expressions are generally considered to be forward-looking statements.
Specifically, this report and the documents incorporated into this report by
reference contain forward-looking statements, including the following:

         o        the Company's implementation of the roadhouse-style dining
                  concept;
         o        anticipated trends in the economy and the restaurant industry;
         o        the Company's strategies, plans, objectives and expectations
                  concerning the Company's future market position, operations,
                  cash flow, margins, revenue, profitability, restaurant-level
                  economics, liquidity and capital resources;
         o        the Company's ability to manage its debt and comply with the
                  financial covenants in its debt instruments;
         o        the Company's ability to maintain financial and accounting
                  controls, management controls, reporting systems and
                  procedures;
         o        the Company's ability to identify potentially profitable
                  restaurant locations;
         o        the Company's ability to recruit, train and retain management
                  personnel;
         o        the Company's ability to manage labor, food costs and other
                  operating expenses; and
         o        costs associated with opening, or completing construction on,
                  new restaurants.

         The forward-looking statements reflect the Company's current view about
future events and are subject to risks, uncertainties and assumptions. The
Company wishes to caution readers that certain important factors may have
affected and could in the future affect its actual results and could cause
actual results to differ significantly from those expressed in any
forward-looking statement. The following important factors, in addition to
factors the Company discusses elsewhere in this report, including the section
"Risk Factors," and in the documents that are incorporated into this report by
reference, could prevent the Company from achieving its goals, and cause the
assumptions underlying the forward-looking statements and the actual results to
differ materially from those expressed in or implied by those forward-looking
statements:

         o        net losses;
         o        outcome of the pending inquiries by Nasdaq and the SEC;
         o        the Company's ability to reach an agreement with its lenders
                  with regard to a waiver of certain debt covenant violations
                  and an amendment to the financial covenants contained in
                  certain of its loan facilities and the Company's ability to
                  comply with such financial covenants in the future which may
                  result in an acceleration of the amounts owed under the
                  Company's loan facilities;
         o        the likelihood that the Company will not be able to cure past
                  payment defaults under certain of its loan facilities which
                  may result in an acceleration of the amounts owed under the
                  Company's loan facilities;
         o        availability of financing;
         o        the Company's ability to identify and open new restaurants;
         o        the Company's ability to acquire adequate food supply and to
                  obtain favorable food costs;
         o        changes in consumer preferences, tastes and eating habits;
         o        the availability of qualified labor;
         o        competition from other restaurants;
         o        construction delays;
         o        increase in interest rates; and
         o        national, regional and local economic and weather conditions.





                                       1
<PAGE>   4

ITEM 1.  BUSINESS

GENERAL

         The Company operates, franchises and licenses high-quality full-service
casual dining restaurants under the name "Roadhouse Grill." The Company is
currently one of the largest operators of the roadhouse-style casual dining
restaurant concept in the United States.

         The Company was founded in 1992 and opened its first Roadhouse Grill
restaurant in Pembroke Pines, Florida (the greater Fort Lauderdale area) in
1993. As of April 29, 2001, there were 83 Company-owned Roadhouse Grill
restaurants located in Alabama, Arkansas, Florida, Georgia, Louisiana,
Mississippi, New York, North Carolina, Ohio, South Carolina and Tennessee. Of
these, 35 are located in Florida. The Company also has three franchised
locations in Malaysia, one franchised location in Brasilia, Brazil, and three
franchised locations in Las Vegas, Nevada.

         On July 6, 2000, the Company entered into a joint venture agreement
with Cremonini S.p.A. ("Cremonini Group"), a leading publicly traded Italian
conglomerate, specializing in the food service industry in Europe. Under the
joint venture agreement, the Cremonini Group is authorized to open and operate
at least 60 Roadhouse Grill restaurants in Italy, France, Spain, Great Britain
and other principal European countries by the year 2004. The Company expects
that the joint venture will open its first Roadhouse Grill restaurant in Milan,
Italy by November 2001.

FINANCIAL CONDITION/RESTATEMENT OF FINANCIAL STATEMENTS

         The Company incurred a net loss of $15.9 million for the fiscal year
ended April 29, 2001 and has experienced significant cash flow problems. As of
April 29, 2001, the Company's current liabilities exceeded its current assets by
$47.8 million. The Company is also in default of certain covenants in its loan
facilities' and payment provisions which may result in an acceleration of the
amounts owed under the Company's loan facilities. These factors raise
substantial doubt about the Company's ability to continue as a going concern.

         As a result of a review of its accounting records, the Company has
restated its previously reported audited financial statements for the fiscal
years ended April 30, 2000 and April 25, 1999 and the related unaudited
quarterly financial statements for those periods, as well as the unaudited
financial statements for the quarters ended July 30, 2000, October 29, 2000 and
January 28, 2001. The restated financial statements for fiscal years 2000 and
1999 are contained in this report. See Note 2 to the Consolidated Financial
Statements included in this report for the restated amounts for each respective
annual period. The Company filed amended Form 10-Ks for fiscal years 2000 and
1999 and amended Form 10-Qs for the fiscal 2001, 2000 and 1999 quarters
containing the restated financial statements simultaneously with this report.

         On August 1, 2001, the date on which the Company announced that it
would likely restate its financial statements, the Nasdaq National Market
("Nasdaq") halted trading in the Company's stock. Nasdaq has informed the
Company that the trading halt will remain in effect until such time as the
Company provides Nasdaq with more detailed information relating to the
restatement. The Company expects to respond to Nasdaq's inquiry as soon as
reasonably practicable. There can be no assurance as to when, if ever, the
Company's stock will resume trading on Nasdaq.

         On August 3, 2001, the Securities and Exchange Commission ("SEC")
informed the Company that it is conducting an informal inquiry regarding
the restatement. The Company plans to cooperate fully with the SEC.

THE ROADHOUSE GRILL CONCEPT

         The Company's primary business is the operation of full-service, casual
dining restaurants targeted toward singles, couples, families and senior
citizens. Roadhouse Grill restaurants offer a diverse, moderately priced lunch
and dinner menu highlighting exhibition cooking of steaks and other grilled
entrees. The restaurants feature daily fresh baked yeast rolls, appetizers and
free peanuts as signature items.




                                       2
<PAGE>   5

         Guest satisfaction comes from a pleasant restaurant atmosphere in which
high-quality food and beverages are served at competitive prices. The Company
motivates its employees to provide friendly and efficient service on a
consistent basis.

         The key elements that define the Roadhouse Grill concept are:

         o        PREMIUM QUALITY GRILLED ENTREES AND A DIVERSE MENU. Roadhouse
                  Grill restaurants offer a wide variety of steaks, chicken,
                  seafood and other entrees, many of which are grilled in an
                  exhibition style kitchen.

         o        HIGH PRICE/VALUE TO GUESTS. Roadhouse Grill restaurants strive
                  to provide a high price/value dining experience for its guests
                  by offering a broad, moderately priced menu and serving high
                  quality generous portions.

         o        ATTENTIVE, FRIENDLY SERVICE. The Company believes that a
                  distinctive, enjoyable dining experience is made possible
                  through excellent service. Accordingly, the Company seeks to
                  hire individuals who possess strong initiative and the ability
                  to provide quality and personalized service.

         o        SPACIOUS, OPEN LAYOUT. Roadhouse Grill restaurants are
                  designed to have a fun and casual atmosphere. The interior of
                  each restaurant is large, open and visually appealing, with
                  exposed ceilings to help create Roadhouse Grill's casual
                  ambiance.

         o        BROAD CUSTOMER APPEAL. The Roadhouse Grill concept is designed
                  to appeal to a broad range of customers, including business
                  people, couples, singles and, particularly, families. The
                  Company believes that to be attractive to families, a concept
                  must be appealing to both children and parents. Consequently,
                  Roadhouse Grill restaurants furnish children with coloring
                  menus, balloons and a free souvenir cup. In addition, each
                  restaurant offers a special "Kids' Menu" featuring an
                  assortment of entrees for approximately $2.99. For adults,
                  each Roadhouse Grill restaurant offers beverages from its
                  full-service bar, which is separated from the dining area.

MENU

         The Roadhouse Grill menu features aged USDA Choice steaks and prime
rib, beef ribs, chicken and seafood, all of which are grilled to order. The
Company's steaks and prime rib are aged both before and after being cut and
trimmed. The menu features over sixty items, including 13 cuts of steak ranging
from 6 oz. to 18 oz. In addition to grilled selections, the menu offers a wide
variety of appetizers, sandwiches, salads and desserts, including signature
items such as Roadhouse cheese wraps and a daily selection of ice cream. Each
entree is served with a choice of a house salad or Caesar salad, a choice of
baked sweet potato, baked potato, home fries, French fries or rice pilaf and
homemade yeast rolls. Roadhouse Grill restaurants are open seven days a week for
lunch and dinner and offer full bar service. Prices range from $5.79 to $17.29.
From 11:00 a.m. to 3:00 p.m. Monday through Friday, in addition to its full
menu, each Roadhouse Grill offers a selection of 19 "Lunch in a Rush" menu items
ranging from charbroiled steak salad to hand-breaded chicken strips and French
fries, all prepared to order quickly and priced at $7.29 or less.



                                       3
<PAGE>   6

UNIT ECONOMICS

         The Company believes that Company-owned Roadhouse Grill restaurants
produce attractive restaurant-level economics. The 72 Company-owned Roadhouse
Grill restaurants open for the entire 52 weeks in fiscal year 2001 generated
average net sales of approximately $2.1 million, average cash flow (operating
income plus depreciation) of approximately $205,000, and average operating
income of $82,600. The Company's average cash investment for these 72
restaurants was approximately $1.3 million, including building structures (where
applicable), building or leasehold improvements and equipment and fixtures, but
excluding land and pre-opening costs. Restaurant-level economics are affected to
the extent that the Company constructs free-standing units on Company-owned or
leased land, rather than leasing existing buildings. In such cases, initial
development costs are substantially greater and occupancy costs (other than
depreciation) are substantially less when the Company leases existing buildings.
The Company cannot predict if average unit-level economics would be altered
significantly if in the future the mix of restaurants placed in leased buildings
compared to free-standing buildings on Company-owned or leased land were to
change materially from the Company's current mix.

EXPANSION

         As of April 29, 2001, there were 83 Company-owned Roadhouse Grill
restaurants in the United States. Of these, 35 are located in Florida. The
Company has three franchised locations in Malaysia, one franchised location in
Brasilia, Brazil, and three franchised locations in Las Vegas, Nevada. The
Company's long-term strategy is to expand the Roadhouse Grill concept. The
Company opened 30 new restaurants in the past 24 months. As a result of the
related development expenses, the Company did not generate sufficient cash flow
to fund its operations. Due to the significant growth over the last three years
and the Company's operating results for fiscal year 2001, the Company's focus in
fiscal year 2002 will be to open the four Company-owned restaurants that were
under construction or development on April 29, 2001 and to maximize its
investment in its existing restaurants.

         The Company's ability to open new restaurants will depend on a variety
of factors, many of which may be beyond the Company's control, including the
Company's ability to: locate suitable restaurant sites; negotiate acceptable
lease or purchase terms; obtain required governmental approvals and construct
new restaurants in a timely manner; attract, train and retain qualified and
experienced personnel and management; generate sufficient cash from operations
or obtain sufficient debt or equity financing on favorable terms; and continue
to operate its restaurants profitably. Due to these factors and others discussed
in this report, there is no assurance that the Company will be able to continue
to effectively develop or operate additional restaurants. There is also no
assurance that additional restaurants that may be opened in the future will be
profitable or that expansion will not result in reduced sales in existing
restaurants in close proximity to new restaurants.

SITE SELECTION AND CONSTRUCTION

         The Company believes the site selection process is critical to the
long-term success of any restaurant, and, accordingly, devotes significant time
and effort to the investigation and evaluation of potential locations. Among the
factors in the site selection process are market demographics (including
population, age and median household income); traffic patterns and activity;
site visibility, accessibility and parking; and proximity to residential
developments, office complexes, hotels, retail establishments and entertainment
areas. Another important factor is the convenience of the potential location to
both lunch and dinner guests and the occupancy cost of the proposed site. The
Company's current strategy is to cluster restaurants in markets that can support
them with cost-effective media advertising. In addition, the Company believes
that clustering multiple units in metropolitan areas allows more efficient
supervision of the restaurants. The Company also considers existing or potential
competition in the area and attempts to analyze the performance of other area
restaurants. To date, the Company has placed most of its restaurants in or near
neighborhood shopping malls and shopping centers, and currently expects to
continue this strategy in the future.

         Corporate management of the Company determines which geographic areas
may be suitable for Roadhouse Grill restaurants. Potential sites in those
geographic areas are identified by Company personnel, consultants and
independent real estate brokers. In connection with the Company's evaluation,
Company personnel visit and analyze each potential site.



                                       4
<PAGE>   7

         When the Company has developed restaurants in existing buildings,
construction has taken approximately 90 to 120 days after required construction
permits have been obtained. Construction of restaurants on vacant land is a
longer process and has generally ranged from 120 to 180 days. The Company's
experience to date has been that obtaining construction permits has generally
taken from 30 to 180 days. The Company engages outside general contractors for
construction of its restaurants and expects to continue this practice for the
foreseeable future.

RESTAURANT DESIGN AND LAYOUT

         The Company's prototypical restaurant format is approximately 6,800
square feet with seating for approximately 260 guests. Facilities range in size
from 5,000 to 12,000 square feet with seating for approximately 190 to 398
guests. The Company uses a standardized design in constructing restaurants, with
modifications made for each particular site. The Company is assisted by outside
architects in the design of individual restaurants. The Company makes its
standardized design available to its franchisees and has final right of approval
on the design of each franchised restaurant.

         The Company believes its restaurants have a comfortable atmosphere and
are visually appealing with exposed ceilings and brick and lapboard cedar walls
decorated with colorful murals and neon signs. The typical interior also
includes multi-level seating, a full-service bar, an exhibition grill and
display kitchen. The exterior of each restaurant features rough-sawed siding, a
wrap-around wood plank porch, a tin roof trimmed in neon and an oversized
"Roadhouse Grill" sign. In addition to the public areas, each restaurant has a
food preparation and storage area including a fully-equipped kitchen.

RESTAURANT LOCATIONS

         The following table sets forth the location of Company-owned and
franchised restaurants open as of April 29, 2001.

                                    NUMBER OF
                     COMPANY-OWNED RESTAURANTS IN OPERATION

                                                                   Number of
        Location                                                  restaurants
        --------                                                  -----------

        Florida..................................................       35
        Georgia..................................................       10
        New York.................................................        6
        Louisiana................................................        4
        South Carolina...........................................        4
        Alabama..................................................        2
        Mississippi..............................................        3
        Ohio.....................................................       11
        Arkansas.................................................        1
        Tennessee................................................        1
        North Carolina...........................................        6
                                                                       ---
        Total....................................................       83


                                    NUMBER OF
                       FRANCHISED RESTAURANTS IN OPERATION


                                                                   Number of
        Location                                                  restaurants
        --------                                                  -----------

        Nevada...................................................        3
        Malaysia.................................................        3
        Brasilia, Brazil ........................................        1
                                                                       ---

        Total....................................................        7



                                       5
<PAGE>   8

FRANCHISE OPERATIONS

         In addition to operating Company-owned restaurants, the Company has
seven franchise locations. The Company currently has four franchisees: Roadhouse
Operating Company, LLC ("Roadhouse Operating"), Roadhouse Grill Asia Pacific
(H.K.) Limited ("Roadhouse Grill Hong Kong"), Roadhouse Grill Asia Pacific
(Cayman) Limited ("Roadhouse Grill Asia"), and Brent Empreendimentos e
Alimentacao Ltda. ("Roadhouse Grill Brazil"). Berjaya Group (Cayman) Limited
("Berjaya"), the majority shareholder of the Company, directly or indirectly
owns Roadhouse Grill Hong Kong and Roadhouse Grill Asia.

         The Company is currently seeking to develop additional franchising
opportunities on an international basis with primary focus on development in
Europe and South America. The Company does not plan significant franchising in
the United States in the foreseeable future.

         ROADHOUSE OPERATING. Roadhouse Operating entered into an initial
franchise agreement and Master Development Agreement with the Company in August
1995. Pursuant to the Master Development Agreement, the Company will enter into
a franchise agreement with Roadhouse Operating for each new franchise restaurant
prior to the opening of that restaurant.

         The Master Development Agreement between the Company and Roadhouse
Operating provides for the exclusive development of up to five restaurants over
a period ending October 31, 1999 in Clark County, Nevada (which includes the Las
Vegas, Nevada metropolitan area). Under the Master Development Agreement,
Roadhouse Operating's exclusive right to develop Roadhouse Grill restaurants is
contingent upon it meeting the development schedule set forth in the Master
Development Agreement. The Company is precluded from operating, or franchising
others to operate, Roadhouse Grill restaurants in the specified area so long as
the exclusive development rights remain in effect. Pursuant to the Master
Development Agreement, and in each case pursuant to a separate franchise
agreement, Roadhouse Operating currently operates three Roadhouse Grill
restaurants.

         Roadhouse Operating pays the Company a percentage royalty fee based on
gross sales. Under the Master Development Agreement, Roadhouse Operating is not
obligated to pay any area development or initial franchise fees.

         Roadhouse Operating was not able to meet the development schedule under
the Master Development Agreement which expired on October 31, 1999. The Company
has verbally granted Roadhouse Operating an indefinite period of time to comply
with the development schedule and an indefinite extension of the term of the
Master Development Agreement.

         ROADHOUSE GRILL HONG KONG. In January 1996, the Company entered into a
Master Development Agreement with Roadhouse Grill Hong Kong, which is for an
indefinite period and provides for the development and franchising of Roadhouse
Grill restaurants in Hong Kong. Under the Master Development Agreement,
Roadhouse Grill Hong Kong is not required to develop any specific number of
restaurants in Hong Kong, but any restaurants that it develops are credited
against the development obligations of Roadhouse Grill Asia under Roadhouse
Grill Asia's Master Development Agreement with the Company. Roadhouse Grill Hong
Kong is not required to pay any franchise or reservation fee for restaurants
that it develops, but is responsible for paying or reimbursing approved expenses
incurred by the Company in connection with the opening of each restaurant. In
addition, Roadhouse Grill Hong Kong is required to pay the Company a royalty on
gross sales in connection with the operation of each of its restaurants. Under
certain circumstances, Roadhouse Grill Hong Kong or the Company may grant
franchises to third parties in Hong Kong. In that event, the Company is entitled
to receive 50% of any franchise and reservation fees and 40% of any royalty fee,
payable by the third party franchisee to Roadhouse Grill Hong Kong, subject to
limitations on the amounts payable to the Company of $10,000 per restaurant in
the case of franchise and reservations fees and royalty fees based on gross
sales.



                                       6
<PAGE>   9

         As of April 29, 2001, Roadhouse Grill Hong Kong had not developed or
opened any Roadhouse Grill restaurants, and the Company does not anticipate that
Roadhouse Grill Hong Kong will develop any Roadhouse Grill restaurants in the
foreseeable future.

         ROADHOUSE GRILL ASIA. In January 1996, the Company entered into a
Master Development Agreement with Roadhouse Grill Asia which is for an
indefinite period and covers countries in Asia and the Pacific Rim (other than
Hong Kong), including, but not limited to, Australia, China, India, Indonesia,
Japan, Malaysia, New Zealand, Singapore, South Korea, the Philippines and
Thailand. Under the Master Development Agreement, Roadhouse Grill Asia is
required to open and maintain at least 30 Roadhouse Grill restaurants during the
first ten years of the term of the agreement, with a minimum of two restaurants
to be developed each year. Under certain circumstances, Roadhouse Grill Asia or
the Company may grant franchises to third parties in the territory. The fee
arrangements under the agreement are substantially the same as those under the
agreement between the Company and Roadhouse Grill Hong Kong. See Item 13
"Certain Relationships and Related Transactions."

         Roadhouse Grill Asia currently operates three franchised Roadhouse
Grill restaurants in Malaysia. The Company has verbally granted Roadhouse Grill
Asia an indefinite period of time to comply with its development schedule.

         ROADHOUSE GRILL BRAZIL. In May 1999, the Company entered into a Master
Development Agreement with Roadhouse Grill Brazil, which provides for the
development and franchising of Roadhouse Grill restaurants in Brazil. Under the
agreement, which is for an indefinite period, Roadhouse Grill Brazil is required
to open and maintain at least eight Roadhouse Grill restaurants during the first
ten years of the term of the agreement. Roadhouse Grill Brazil pays the Company
a one-time franchise fee for each new restaurant opened and an ongoing service
fee based on gross sales.

         Roadhouse Grill Brazil currently operates one Roadhouse Grill
restaurant in Brasilia, Brazil.

JOINT VENTURE

         On July 6, 2000, the Company entered into a joint venture agreement
with the Cremonini Group, a leading publicly-traded Italian conglomerate,
specializing in the food service industry in Europe. Under the joint venture
agreement, Cremonini Group is authorized to open and operate at least 60
Roadhouse Grill restaurants in Italy, France, Spain, Great Britain and other
principal European countries by the year 2004. The Company is not required to
make any capital outlay in connection with the joint venture. In accordance with
the terms of the joint venture agreement, the Company owns a 1.5% equity
interest in the joint venture and has an option to purchase up to an additional
10% equity interest in the joint venture. In addition, the Company is entitled
to royalty fees based on gross sales.

         The Company expects that the joint venture will open its first
Roadhouse Grill restaurant in Milan, Italy by November 2001.

ADVERTISING AND MARKETING

         The Company attempts to build brand-awareness by providing a
distinctive dining experience that results in a significant number of new
customers being attracted through word of mouth, as well as by traditional
marketing efforts and promotional activities. The Company believes that
clustering multiple restaurants in target markets will help build
brand-awareness and increase efficiencies in its marketing efforts. The Company
also utilizes radio, billboard and print advertising to promote its restaurants
and build brand-awareness. The Company's motto is: "Roadhouse Grill...Eat, Drink
and be Yourself." The Company also markets at the restaurant level through
sponsorship of community charity activities, sporting events, festivals and
Chamber of Commerce events. For fiscal year 2001, advertising and marketing
expense relating to Roadhouse Grill restaurants amounted to approximately 2.5%
of total revenues.

RESTAURANT OPERATIONS AND MANAGEMENT

         RESTAURANT PERSONNEL. The Company believes that excellent service
contributes significantly to a distinctive, enjoyable dining experience.
Accordingly, the Company seeks to hire individuals who possess strong initiative
and the ability to provide quality and personalized service. Roadhouse Grill
attempts to foster the




                                       7
<PAGE>   10

individuality of its employees, encouraging them to interact with customers on a
friendly, casual basis. The Company recruits both experienced restaurant
managers from outside the Company and promotes qualified employees from within
the Company. The Company seeks to retain high-quality restaurant managers and
personnel by providing them with opportunities for promotion and financial
incentives based on individual restaurant performance. These financial
incentives include a bonus plan that enables each restaurant manager to earn a
portion of a bonus pool by achieving certain predetermined performance goals.

         Roadhouse Grill restaurants generally operate with a general manager, a
dining room manager, a kitchen manager and one or two assistant managers
depending upon volume. The general manager of each restaurant has primary
responsibility for managing the day-to-day operations of the restaurant in
accordance with Company standards. The general manager and kitchen manager of
each restaurant generally are responsible for interviewing, hiring and training
restaurant staff. Each restaurant has a staff of approximately 65 employees. The
Company currently employs 14 area supervisors, each of whom is responsible for
three to six restaurants. There are four regional directors, each of whom is
responsible for four to six area supervisors. The four regional directors
communicate daily with the Interim Vice President of Operations.

         The Company devotes a significant amount of time and resources to
restaurant management and staff training. Each new manager participates in an
eight-week training program, which is conducted at designated training
restaurants, before assuming an assistant manager position (or, in some
instances, a kitchen manager position) at a Roadhouse Grill restaurant. This
program is designed to provide training in all areas of restaurant operations,
including food preparation and service, alcoholic beverage service, Company
philosophy, operating standards, policies and procedures, and business
management and administration techniques. The managers of the training
restaurant conduct weekly evaluations of each manager trainee.

         In connection with the opening of each new restaurant, the Company
sends an experienced training team to train and assist the new restaurant
employees. The training team generally arrives at each restaurant two weeks
prior to opening and remains for four weeks after opening. Typically, the
general manager, the dining room manager and the kitchen manager of each new
restaurant are individuals who have been managers at an existing Roadhouse Grill
restaurant.

         The development and success of the Company's restaurants depend, in
large part, on the efforts, abilities, experience and reputations of the general
managers at such restaurants. The Company's inability to recruit and retain
high-quality personnel may delay the opening of new restaurants or result in
higher employee turnover in existing restaurants, which could materially and
adversely affect the Company's results of operations or business. Competition
for qualified employees could require the Company to pay higher wages to attract
sufficient qualified employees which could result in higher labor costs.

         PURCHASING. To better insure uniform quality and obtain competitive
prices, the Company contracts centrally for most restaurant food products and
other supplies. Individual restaurants decide the amount of each item they
require and place orders directly with the Company's distributors several times
a week. Managers also arrange for dairy and produce items to be provided by
local vendors that meet the Company's quality standards. Corporate management
closely monitors prices and other supply contract terms for locally and
centrally contracted items. Because of the volume of its aggregate orders and
the volume of supplies delivered to each individual restaurant, the Company
believes that it is able to obtain favorable prices for its supplies.

         The Company's profitability is dependent in large measure on its
ability to anticipate and react to changes in food and supply costs. Various
factors beyond the Company's control, including climatic changes and government
regulations, may affect food costs. Specifically, the Company's dependence on
frequent, timely deliveries of fresh beef, poultry, seafood and produce subjects
it to the risks of possible shortages or interruptions in supply caused by
adverse weather or other conditions which could adversely affect the
availability and cost of any such items. The failure to react to these increases
could materially and adversely affect the Company's business and result of
operations. In addition, during fiscal year 2001, the Company purchased
approximately 33% of its food and other restaurant supplies from two suppliers.
The Company's dependence on a small number of suppliers subjects it to the risk
of possible shortages or interruptions in supply if any of these suppliers is
not able to provide food and supplies to the Company's restaurants in a timely
manner.



                                       8
<PAGE>   11

         REPORTING AND FINANCIAL CONTROLS. The Company maintains financial and
accounting controls for each of its restaurants through the use of centralized
accounting and management information systems. In addition, each restaurant is
equipped with a computerized accounting system that allows restaurant management
to efficiently manage labor, food cost and other direct operating expenses, that
provide corporate management rapid access to financial data and that reduces
time devoted by its restaurant managers to administrative responsibilities.
Guest counts, sales, cash deposits and labor cost information are collected
daily from each restaurant. Physical inventories of all food and beverage items
are performed weekly. Each restaurant manager receives a restaurant level weekly
profit and loss statement, and at the end of each accounting period, operating
statements are prepared for each location. The weekly and accounting period
operating statements are reviewed at both the corporate level and restaurant
level for variances from expected results to allow for any corrective actions to
be taken as quickly as possible.

         HOURS OF OPERATION. The Company's Roadhouse Grill restaurants are open
seven days a week, typically from 11:00 a.m. to 10:00 p.m. Sunday through
Thursday and from 11:00 a.m. to 11:00 p.m. on Friday and Saturday.

RESTAURANT INDUSTRY AND COMPETITION

         The restaurant industry is highly competitive. The Company competes
with a broad range of restaurants, including national and regional casual dining
chains as well as locally-owned restaurants, some of which operate with concepts
similar to that of the Company. A number of competitors have been in existence
longer than the Company and have substantially greater financial, marketing and
other resources and wider geographical diversity than the Company. The entrance
of new competitors into the Company's market areas or the expansion of
operations by existing competitors could have a material adverse effect on the
Company's results of operations and financial condition. There is no assurance
that the Company will be able to compete successfully in the markets in which it
operates. In addition, the Company competes with other restaurant companies and
retailers for sites, labor and, in many cases, customers. The Company believes
that the key competitive factors in the restaurant industry are quality of food
and service, price, location and concept. To the extent that one or more of its
competitors becomes more successful with respect to any of the key competitive
factors, the Company's business could be adversely affected.

         The restaurant industry has few non-economic barriers to entry and is
affected by changes in consumer tastes as well as national, regional and local
economic conditions, demographic trends, traffic patterns, and the type, number
and location of competing restaurants. Dependence on fresh meats and produce
also subjects restaurant companies to the risk that shortages or interruptions
of supply could adversely affect the availability, quality or cost of
ingredients. In addition, factors such as inflation, increased food, labor and
employee benefit costs and the availability of qualified management and hourly
employees also may adversely affect the restaurant industry generally and the
Company's restaurants in particular. The Company's significant investment in and
long-term commitment to each of its restaurant sites limits its ability to
respond quickly or effectively to changes in local competitive conditions or
other changes that could affect the Company's operations. The Company's
continued success is dependent to a large extent on its reputation for providing
high quality and value and this reputation may be affected not only by
performance of Company-owned restaurants but also by the performance of
franchisee-owned restaurants over which the Company has limited control.

SEASONALITY

         The Company's operating results fluctuate seasonally because of its
geographic concentration. Of the 83 restaurants currently owned and operated by
the Company, 35 are located in residential areas in Florida. The Company's
restaurant sales generally increase from November through April, the peaks of
the Florida tourism season, and generally decrease from May through October. In
addition, because of its present geographic concentration, the Company's results
of operations may be materially adversely affected by a decline in tourism in
Florida, downturns in Florida's economy or by hurricanes or other adverse
weather conditions in Florida.



                                       9
<PAGE>   12

GOVERNMENT REGULATION

         Each Roadhouse Grill restaurant is subject to and affected by various
federal, state and local laws and governmental regulations, including those
relating to the preparation, sale and service of food and alcoholic beverages,
designation of non-smoking and smoking areas, accessibility of restaurants to
disabled customers, development and construction of restaurants and
environmental matters. Difficulties or failures in obtaining the required
construction and operating licenses, permits or approvals could delay or prevent
the opening of a new restaurant. Roadhouse Grill believes that it is operating
in material compliance with applicable laws and regulations.

         The Company is also subject to laws governing its relationship with
employees, including minimum wage requirements, overtime, working conditions and
immigration requirements. Legislative proposals are introduced by governmental
authorities from time to time that would, if enacted, have a material adverse
effect on the Company's business by increasing the Company's operating costs.
Material increases in unemployment tax rates, sales taxes or the cost of
compliance with any applicable law or regulation could materially and adversely
affect the Company's business. There is no assurance that the Company would be
able to pass such increased costs on to its guests or that, if it were able to
do so, it could do so in a short period of time.

         Sale of alcoholic beverages account for approximately 10% of the
Company's revenues. Alcoholic beverage control regulations require each
Roadhouse Grill restaurant to apply to a state authority and, in certain
locations, county and/or municipal authorities for a license or permit to sell
alcoholic beverages on the premises and to provide service for extended hours.
Typically, licenses must be renewed annually and may be revoked or suspended for
cause at any time. If a liquor license for any restaurant were lost, revenues
for that restaurant would be adversely affected. Alcoholic beverage control
regulations relate to numerous aspects of the Company's restaurants, including
minimum age of patrons consuming, and employees serving, alcoholic beverages,
hours of operation, advertising, wholesale purchasing, inventory control, and
handling, storage and dispensing of alcoholic beverages. The Company is also
subject to "dram-shop" statutes, which generally provide a person injured by an
intoxicated person the right to recover damages from an establishment that
wrongfully served alcoholic beverages to the intoxicated person. The Company
carries liquor liability coverage as part of its existing comprehensive general
liability insurance.

         The federal Americans with Disabilities Act prohibits discrimination on
the basis of disability in public accommodations and employment. The Company is
required to comply with the Americans with Disabilities Act and regulations
relating to accommodating the needs of the disabled in connection with the
construction of new facilities and with significant renovations of existing
facilities.

         In connection with its sale of franchises, the Company is subject to
the United States Federal Trade Commission rules and regulations and state laws
that regulate the offer and sale of franchises. The Company also is subject to
laws that regulate certain aspects of the franchise relationship.

         The Company is subject to various local, state and federal laws
regulating the discharge of pollutants into the environment. The Company
believes that its operations are in material compliance with applicable
environmental laws and regulations. The Company conducts environmental audits of
all proposed restaurant sites in order to determine whether there is any
evidence of contamination prior to purchasing or entering into a lease with
respect to such sites. However, there can be no assurance that the Company will
not incur material environmental liability in connection with any of its owned
or leased properties.

EMPLOYEES

         At April 29, 2001, the Company employed approximately 5,513 persons, of
whom 5,055 were restaurant employees, 410 were restaurant management and
supervisory personnel, and 48 were corporate personnel. Restaurant employees
include both full-time and part-time workers and substantially all are paid on
an hourly basis. No Company employees are covered by collective bargaining
agreements, and the Company has never experienced an organized work stoppage,
strike or labor dispute. The Company believes its relations with its employees
are generally satisfactory.



                                       10
<PAGE>   13

TRADEMARKS, SERVICE MARKS AND TRADE DRESS

         Roadhouse Grill, Inc. believes that its rights in trademarks, service
marks and trade dress are important to its marketing efforts. Roadhouse Grill
has registered the "Roadhouse Grill" service mark, the "Cowboy Jim and rocking
chair" design and the slogan "Good Food and a Smile . . . That's Roadhouse
Style" with the U.S. Patent and Trademark Office. The Company currently has
registered the "Roadhouse Grill" service mark in France and Malaysia and has
been approved for registration in Canada. Roadhouse Grill has certain foreign
trademarks in various stages of the registration process; however, the Company
has temporarily ceased the registration process in several countries and will
resume such process on a case-by-case basis in certain of those countries in the
near future.

         The Company believes that its trademarks and service marks have
significant value and are essential to the Company's ability to create demand
for and awareness of its restaurants. There can be no assurance, however, that
the Company's marks would be upheld if challenged or that the Company would not
be prevented from using its marks. The Company also relies on trade secrets and
proprietary know-how. The Company employs various methods to protect its
concepts and recipes. However, these methods may not completely protect the
Company.

RISK FACTORS

THE COMPANY HAS EXPERIENCED RECENT LOSSES AND CASH FLOW PROBLEMS AND IF THE
COMPANY IS NOT PROFITABLE IN THE FUTURE, ITS FINANCIAL CONDITION AND STOCK PRICE
COULD SUFFER.

         The Company experienced a net loss of $15.9 million for the fiscal year
ended April 29, 2001. The Company expects to incur a net loss for fiscal year
2002. As of April 29, 2001, the Company's current liabilities exceeded its
current assets by $47.8 million. There can be no assurance that in the future
the Company will be able to achieve or maintain profitability on a quarterly or
annual basis or that it will be able to achieve revenue growth.

         The Company opened 30 new restaurants in the past 24 months. As a
result of the related development expenses, the Company did not generate
sufficient cash flow to fund its operations. On February 14, 2001, the Company
obtained a $1.5 million loan from Berjaya Group (Cayman) Limited ("Berjaya"),
its principal shareholder, to assist with its liquidity problem. That loan is
due on demand by Berjaya. If the Company's cash flow from operations are
insufficient to cover the Company's current operations, the Company may have to
obtain additional capital so that it can continue to operate its business. The
Company cannot be certain that additional financing will be available when and
to the extent required or that, if available, it will be on acceptable terms. In
addition, the Company's ability to pledge assets as collateral is limited by its
current loan agreements. As a result, any additional financing may have to be in
the form of unsecured debt or equity.

THE COMPANY IS NOT IN COMPLIANCE WITH THE TERMS OF CERTAIN OF ITS LOAN
FACILITIES WHICH ARE SECURED BY LIENS ON SUBSTANTIALLY ALL OF THE COMPANY'S
ASSETS.

         The Company's loan facilities with Finova Capital Corporation are
secured by assets with a carrying value of $35.1 million. The facilities require
compliance with several financial covenants. The Company is not in compliance
with the cash-flow coverage ratio. In addition, the Company is currently in
default on the principal payments required by the loan facilities. The Company
is in the process of negotiating a waiver of certain covenant violations and an
amendment to those financial covenants with Finova. If the Company is not able
to cure past payment defaults, negotiate new financial covenants and comply with
the new financial covenants with Finova, Finova could immediately accelerate all
amounts due and sell or otherwise dispose of the Company's assets used to secure
its obligations, any of which would significantly and negatively impact the
Company's financial condition and operating results.

         The Company's loan facilities with First Union are secured by assets
with a carrying value of $5.3 million.  The facilities require compliance with
several financial covenants. The Company is not in compliance with the cash-flow
coverage ratio. The Company is in the process of negotiating a waiver of certain
covenant violations and an amendment to those financial covenants. If the
Company is not able to negotiate new financial covenants and comply with the new
financial covenants, First Union could immediately accelerate all amounts due
and sell or otherwise dispose of the Company's assets used to secure its
obligations, any of which would significantly and negatively impact the
Company's financial condition and operating results.

THE COMPANY'S AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED APRIL 29,
2001 CONTAIN A "GOING CONCERN" LIMITATION.

         The independent auditors' report for the Company's financial statements
for the year ended April 29, 2001 states that because of the Company's
significant cash flow problems, a net loss of $15.9 million for the year ended
April 29, 2001 and the default of certain of the Company's loan facilities'
covenants and payment provisions, there is




                                       11
<PAGE>   14

substantial doubt about the Company's ability to continue as a going concern. A
"going-concern" opinion indicates that the financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

THE COMPANY'S FINANCIAL STATEMENTS FOR FISCAL YEARS 2000 AND 1999 HAVE BEEN
RESTATED WHICH CAUSED NASDAQ TO TEMPORARILY HALT TRADING IN THE COMPANY'S STOCK.

         As a result of a review of its accounting records, the Company has
restated its previously reported audited financial statements for fiscal years
ended April 25, 1999 and April 30, 2000 and the related unaudited quarterly
financial statements for those periods, as well as the unaudited financial
statements for the quarters ended January 28, 2001, October 29, 2000 and July
30, 2000.

         The net impact of the restatement described above resulted in a
decrease in net income and basic and diluted earnings per share for the
fifty-three weeks ended April 30, 2000 of $906,000 and $0.10 and $0.09 per
share, respectively. The net impact of the restatement described above resulted
in a decrease in net income and both basic and diluted earnings per share for
the fifty-two weeks ended April 25, 1999 of $300,000 and $0.03 per share.

         On August 1, 2001, the date on which the Company announced that it
would likely restate its financial statements, Nasdaq halted trading in the
Company's stock. Nasdaq has informed the Company that the trading halt will
remain in effect until such time as the Company provides Nasdaq with more
detailed information relating to the restatement. The Company expects to respond
to Nasdaq's inquiry as soon as reasonably practicable. There can be no assurance
as to when, if ever, the Company's stock will resume trading on Nasdaq.

         On August 3, 2001, the SEC informed the Company that it is conducting
an informal inquiry regarding the Company. The Company plans to cooperate fully
with the SEC.

THE COMPANY HAS WRITTEN DOWN, AND MAY NEED TO WRITE DOWN IN THE FUTURE, ITS
ASSETS, WHICH WOULD ADVERSELY IMPACT THE COMPANY'S ASSETS AND NET INCOME.

         The Company recorded a $3.1 million charge in fiscal year 2001 due to
the impairment of assets at four stores. The Company may be required to take
additional asset impairment charges in the future due to factors such as changes
in demographics, traffic patterns, competition, and the loss of anchor retail
stores in the malls in which the Company operates. Any future impairment charges
could have a material adverse effect on the Company's assets and net income.

THE COMPANY MAY NOT BE ABLE TO CONTINUE TO SUCCESSFULLY EXPAND ITS RESTAURANT
OPERATIONS.

         The Company has expanded from 43 restaurants at the end of fiscal year
1998 to 83 restaurants as of April 29, 2001. The Company expects to open four
restaurants in fiscal year 2002. The Company's ability to expand successfully
will depend on a number of factors, including:

         o        availability of suitable financing;
         o        identification and availability of suitable locations;
         o        competition for restaurant sites;
         o        negotiation of favorable lease arrangements;
         o        timely development of commercial, residential, street or
                  highway construction near its restaurants;
         o        management of the costs of construction and development of new
                  restaurants;
         o        securing required governmental approvals and permits;
         o        recruitment of qualified operating personnel, particularly
                  managers;
         o        weather conditions; and
         o        competition in new markets.

         The opening of additional restaurants will depend in part upon the
Company's ability to generate sufficient funds from operations or to obtain
sufficient equity or debt financing on favorable terms to support its expansion.
The Company may require additional debt or equity financing to continue to open
new restaurants. The Company cannot be certain that additional financing will be
available when and to the extent required or that, if available, it will be on
acceptable terms. If the Company is unable to obtain additional funds in a
timely manner or on acceptable terms, it may have to curtail or suspend the
expansion of its operations, which could lead to overall lower revenues and
adversely effect the Company's financial results and prospects. If adequate
funds are not available on acceptable terms, the Company may not be able to fund
its expansion or respond to competitive pressures.

         The Company may not be able to open its planned new operations on a
timely basis, if ever, and, if opened, these restaurants may not be operated
profitably. The Company expects to experience delays in restaurant openings from
time to time. Delays or failures in opening planned new restaurants could have
an adverse effect on the Company's business, financial condition, results of
operations or cash flows.



                                       12
<PAGE>   15

THE COMPANY'S UNFAMILIARITY WITH NEW MARKETS MAY PRESENT RISKS WHICH COULD HAVE
A MATERIAL ADVERSE EFFECT ON ITS FUTURE GROWTH AND PROFITABILITY.

            The Company's growth strategy depends on its ability to successfully
expand its Roadhouse Grill brand into new markets in which it has no operating
experience. Historically, new restaurants opened in expanded markets generally
take about 15 to 36 months to achieve expected company-wide targeted levels of
performance. This is due to higher operating costs caused by temporary
inefficiencies typically associated with expanding into new regions and opening
new restaurants, such as lack of market awareness and acceptance and
unavailability of experienced staff. These new markets may have different
competitive conditions, consumer tastes and discretionary spending patterns than
the Company's existing markets, which may cause the Company's restaurants in
these new markets to be less successful than the Company's restaurants in its
existing markets. As a result, the Company's continued expansion may result in
an increase in operating costs. There can be no assurance that restaurants in
new markets will be successful.

IMPLEMENTING THE COMPANY'S GROWTH STRATEGY MAY STRAIN ITS MANAGEMENT RESOURCES
AND NEGATIVELY IMPACT ITS COMPETITIVE POSITION.

         The Company's growth strategy may strain its management, financial and
other resources. The Company must maintain a high level of quality and service
at its existing and future restaurants, continue to enhance its operational,
financial and management capabilities and locate, hire, train and retain
experienced and dedicated operating personnel, particularly managers.
The Company may not be able to effectively manage these and other factors
necessary to permit it to achieve its expansion objectives, and any failure to
do so could negatively impact its competitive position.

THE COMPANY'S PROFITABILITY IS DEPENDENT IN LARGE MEASURE ON FOOD AND SUPPLY
COSTS WHICH ARE NOT WITHIN THE COMPANY'S CONTROL.

         The Company's profitability is dependent in large measure on its
ability to anticipate and react to changes in food and supply costs. Various
factors beyond the Company's control, including climatic changes and government
regulations, may affect food costs. Specifically, the Company's dependence on
frequent, timely deliveries of fresh beef, poultry, seafood and produce subjects
it to the risks of possible shortages or interruptions in supply caused by
adverse weather or other conditions which could adversely affect the
availability and cost of any such items. While the Company has been able to
anticipate and react to increasing food costs through purchasing practices, menu
changes and price adjustments in the past, there can be no assurance that the
Company will be able to do so in the future. The failure to react to these
increases could materially and adversely affect the Company's business and
result of operations.

THE COMPANY'S OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY FROM QUARTER TO
QUARTER DUE TO VARIOUS FACTORS BEYOND ITS CONTROL, INCLUDING SEASONALITY.

         The Company's operating results fluctuate seasonally because of its
geographic concentration. Of the 83 restaurants currently owned and operated by
the Company, 35 are located in residential areas in Florida.

         The Company's restaurant sales generally increase from November through
April, the peaks of the Florida tourism season, and generally decrease from May
through October. In addition, because of its present geographic concentration,
the Company's results of operations may be materially adversely affected by a
decline in tourism in Florida, downturns in Florida's economy or by hurricanes
or other adverse weather conditions in Florida. Also, adverse publicity in
Florida relating to Roadhouse Grill restaurants could have a more pronounced
effect on the Company's results of operations than might be the case if its
restaurants were broadly dispersed geographically. Although the Company has
expanded its operations in other geographic markets, to, among other things,
offset some of the effects on its operating results due to its concentration in
the Florida market, there can be no assurance that the Company's restaurants
outside of the Florida area will be successful and have a positive effect on the
seasonal nature of its operating results. Because of the seasonality of the
Company's business, its results for any quarter are not necessarily indicative
of the results that may be achieved for a full year.



                                       13
<PAGE>   16

         In addition to seasonality, the Company's quarterly and annual
operating results and comparable unit sales may fluctuate significantly as a
result of a variety of factors, including:

         o        the amount of sales contributed by new and existing
                  restaurants;
         o        labor costs for the Company's personnel;
         o        the Company's ability to achieve and sustain profitability on
                  a quarterly or annual basis;
         o        consumer confidence and changes in consumer preferences;
         o        health concerns, including adverse publicity concerning
                  food-related illness;
         o        the level of competition from existing or new competitors in
                  the full-service casual dining segment of the restaurant
                  industry; and
         o        economic conditions generally and in each of the markets in
                  which the Company is located.

         In addition, the Company has experienced variability in the amount and
percentage of revenues attributable to preopening expenses. The Company
typically incurs the most significant portion of preopening expenses associated
with a given restaurant within the two months immediately preceding and the
month of the opening of the restaurant. The Company's experience to date has
been that labor and operating costs associated with a newly opened restaurant
for the first several months of operation are materially greater than those
expected after that time, both in aggregate dollars and as a percentage of
revenues. Accordingly, the volume and timing of new restaurant openings has had,
and is expected to continue to have, a meaningful impact on preopening expenses
and labor and operating costs. Therefore, results for any one quarter are not
necessarily indicative of results to be expected for any other quarter or for a
full fiscal year, and, from time to time in the future, the Company's results of
operations may be below the expectations of public market analysts and
investors.

INTENSE COMPETITION IN THE RESTAURANT INDUSTRY COULD PREVENT THE COMPANY FROM
INCREASING OR SUSTAINING ITS REVENUES AND PROFITABILITY.

         The restaurant industry, particularly the full-service casual dining
segment, is highly competitive. The Company competes with a broad range of
restaurants, including national and regional casual dining chains as well as
locally-owned restaurants, some of which operate with concepts similar to that
of the Company. The Company competes in the areas of price, service, location,
concept and food quality, including taste, freshness, healthfulness and
nutritional value.

         The Company has numerous well-established competitors, some of which
dominate the industry. These competitors possess substantially greater
financial, marketing, personnel and other resources than the Company. Many of
the Company's competitors have achieved significant national, regional and local
brand name and product recognition. The Company also engages in extensive
advertising and promotional programs, both generally and in response to efforts
by additional competitors to enter new markets or introduce new products. In
addition, the Company competes with other restaurant companies and retailers for
sites, labor and, in many cases, customers.

         The Company believes that the full-service casual dining segment is
likely to attract a significant number of new entrants. In addition, the
full-service restaurant industry is characterized by the frequent introduction
of new food products which are accompanied by substantial promotional campaigns.
In recent years, numerous companies in the full-service casual restaurant
industry have introduced products intended to capitalize on growing consumer
preference for food products which are, or are perceived to be, healthful,
nutritious, low in calories and low in fat content. The Company will be subject
to increasing competition from companies whose products or marketing strategies
address these consumer preferences. The Company may need to modify or refine
elements of its restaurant system to evolve its concept in order to compete with
popular new restaurant formats or concepts that develop from time to time. There
can be no assurance that the Company will be successful in implementing these
modifications.

         The restaurant business is often affected by changes in:

         o        consumer tastes;
         o        national, regional or local economic conditions;
         o        demographic trends;
         o        consumer confidence in the economy;




                                       14
<PAGE>   17

         o        discretionary spending priorities;
         o        weather conditions;
         o        tourist travel;
         o        traffic patterns; and
         o        the type, number and location of competing restaurants.

         Changes in these factors could prevent the Company from increasing or
sustaining its revenues and profitability and result in a material adverse
effect on its business, financial condition, results of operations or cash
flows.

THE COMPANY IS DEPENDENT UPON SUPPLY AND QUALITY OF FOOD PRODUCTS.

         The success of the Company's restaurants depends upon frequent
deliveries of fresh products. The Company is routinely exposed to the risks that
shortages or interruptions in supply can occur and adversely affect the
availability, quality and cost of these critical food products. Regional weather
conditions may also adversely affect product supply and quality. In the recent
past, certain types of steak products and seafood have experienced fluctuations
in supply availability. The Company has historically utilized several food
suppliers and has not experienced significant difficulty in obtaining adequate
supplies of fresh food products on a timely basis. However, there can be no
assurance that in the future inadequate supplies of fresh food products,
especially steak products, might not have a materially adverse effect on the
Company's operations and profitability.

THE COMPANY IS AFFECTED BY LITIGATION AND PUBLICITY CONCERNING FOOD QUALITY,
HEALTH AND OTHER ISSUES WHICH CAN CAUSE GUESTS TO AVOID ITS RESTAURANTS AND
RESULT IN LIABILITIES.

         Health concerns, including adverse publicity concerning food-related
illness, although not specifically related to the Company's restaurants, could
cause guests to avoid its restaurants which would have a negative impact on its
sales. The Company may also be the subject of complaints or litigation from
guests alleging food-related illness, injuries suffered on the premises or other
food quality, health or operational concerns. A lawsuit or claim could result in
an adverse decision against the Company that could have a material adverse
effect on its business and results of operations. The Company may also be
subject to litigation which, regardless of the outcome, could result in adverse
publicity. Adverse publicity resulting from such allegations may materially
adversely affect the Company and its restaurants, regardless of whether such
allegations are true or whether the Company is ultimately held liable. Such
litigation, adverse publicity or damages could have a material adverse effect on
the Company's business, competitive position and results of operations.

THE COMPANY COULD FACE LABOR SHORTAGES, INCREASED LABOR COSTS AND OTHER ADVERSE
EFFECTS OF VARYING LABOR CONDITIONS.

         The development and success of the Company's restaurants depend, in
large part, on the efforts, abilities, experience and reputations of the general
managers at such restaurants. The Company's inability to recruit and retain such
individuals may delay the opening of new restaurants or result in higher
employee turnover in existing restaurants, which could materially and adversely
affect the Company's results of operations or business. In addition, the
Company's success depends in part upon its ability to attract, motivate and
retain a sufficient number of qualified employees, including restaurant
managers, kitchen staff and wait staff. Qualified individuals needed to fill
these positions are in short supply and the inability to recruit and retain such
individuals may delay the planned openings of new restaurants or result in high
employee turnover in existing restaurants. A significant delay in finding
qualified employees or high turnover of existing employees could cause the
Company's business and results of operations to suffer. Also, competition for
qualified employees could require the Company to pay higher wages to attract
sufficient qualified employees which could result in higher labor costs.

INCREASES IN THE MINIMUM WAGE MAY HAVE A MATERIAL ADVERSE EFFECT ON THE
COMPANY'S BUSINESS AND FINANCIAL RESULTS

         A number of the Company's employees are subject to various minimum wage
requirements. The federal minimum wage has remained at $5.15 per hour since
September 1, 1997. Any minimum wage increase may have a material adverse effect
on the Company's business, financial condition, results of operations or cash
flows.



                                       15
<PAGE>   18

THE COMPANY IS DEPENDENT UPON ITS CHIEF EXECUTIVE OFFICER AND OTHER KEY
EMPLOYEES.

         The Company believes that the development of its business has been, and
will continue to be, dependent on Ayman Sabi, its Chief Executive Officer, and
other key executive employees. The loss of Mr. Sabi's services could have a
material adverse effect on the Company's business, and there can be no assurance
that an adequate replacement could be found for Mr. Sabi in the event of his
unavailability. The Company's continued growth will further depend on its
ability to attract and retain additional skilled senior management personnel,
including, but not limited to, senior operations personnel.

THE COMPANY MAY NOT BE ABLE TO PROTECT ITS TRADEMARKS, SERVICE MARKS AND
PROPRIETARY INFORMATION.

         The Company has registered the trademarks and service marks it is
currently using, including the "Roadhouse Grill" service mark. The Company
believes that its trademarks and service marks have significant value and are
essential to the Company's ability to create demand for and awareness of its
restaurants. There can be no assurance, however, that the Company's marks would
be upheld if challenged or that the Company would not be prevented from using
its marks. Any of these occurrences could materially adversely affect the
Company. In addition, there can be no assurance that the Company will have the
financial resources necessary to enforce or defend its marks.

         The Company also relies on trade secrets and proprietary know-how. The
Company employs various methods to protect its concepts and recipes. However,
these methods may not completely protect the Company. There can be no assurance
that others will not independently develop similar know-how or obtain access to
the Company's know-how, concepts and recipes.

FAILURE TO COMPLY WITH GOVERNMENTAL REGULATIONS COULD HARM THE COMPANY'S
BUSINESS AND REPUTATION.

         The Company is subject to regulation by federal agencies and to
licensing and regulation by state and local health, sanitation, building,
zoning, safety, fire and other departments relating to the development and
operation of restaurants. These regulations include matters relating to:

         o        the environment;
         o        building construction;
         o        zoning requirements; and
         o        the preparation and sale of food and alcoholic beverages.

         The Company's facilities are licensed and subject to regulation under
state and local fire, health and safety codes. The development and construction
of additional restaurants will be subject to compliance with applicable zoning,
land use and environmental regulations. Various federal and state labor laws
govern the Company's operations and its relationship with its employees,
including minimum wage, overtime, safety and working conditions, fringe benefit
and citizenship requirements. In particular, the Company is subject to the
regulations of the Immigration and Naturalization Service (INS). Given the
location of many of the Company's restaurants, even if the Company operates
those restaurants in strict compliance with INS requirements, the Company's
employees may not all meet federal citizenship or residency requirements, which
could lead to disruptions in the Company's work force. Material increases in
unemployment tax rates or the cost of compliance with any applicable law or
regulation could materially and adversely affect the Company's business.

         Sales of alcoholic beverages account for approximately 10% of the
Company's revenues. The Company is required to comply with the alcohol licensing
requirements of various government agencies, including states and municipalities
where the Company's restaurants are located. Alcoholic beverage control
regulations require applications to state authorities and, in certain locations,
county and municipal authorities for a license and permit to sell alcoholic
beverages. Typically, licenses must be renewed annually and may be revoked or
suspended for cause at any time. Alcoholic beverage control regulations relate
to numerous aspects of the daily operations of the restaurants, including
minimum age of guests and employees, hours of operation, advertising, wholesale
purchasing, inventory control and handling, storage and dispensing of alcoholic
beverages. If the Company fails to comply with federal, state or local
regulations its licenses may be revoked and it may be forced to terminate the
sale of alcoholic beverages at one or more of its restaurants.



                                       16
<PAGE>   19

         The federal Americans with Disabilities Act prohibits discrimination on
the basis of disability in public accommodations and employment. The Company is
required to comply with the Americans with Disabilities Act and regulations
relating to accommodating the needs of the disabled in connection with the
construction of new facilities and with significant renovations of existing
facilities.

         The Company is also subject in certain states to "dram-shop" statutes
which generally provide a person injured by an intoxicated person the right to
recover damages from an establishment that wrongfully served alcoholic beverages
to the intoxicated person. Any liability under such statutes could have a
material adverse effect on the Company's results of operations and financial
condition.

         In connection with the Company's franchise operations, it is required
to comply with Federal Trade Commission and state laws and regulations that
govern the offer, sale and termination of franchises and the refusal to renew
franchises.

         Failure to comply with the regulations described above could negatively
impact the Company's business and reputation.

OWNERSHIP OF APPROXIMATELY 62% OF THE COMPANY'S OUTSTANDING COMMON STOCK BY ONE
STOCKHOLDER WILL LIMIT THE COMPANY'S SHAREHOLDERS' ABILITY TO INFLUENCE
CORPORATE MATTERS.

         Berjaya beneficially owns, directly or indirectly, approximately 62% of
the Company's outstanding Common Stock. As a result, Berjaya will be able to
control major decisions of corporate policy, elect the Company's entire board of
directors and determine the outcome of any major transaction or other matters
submitted to the Company's shareholders or board of directors, including
potential mergers or acquisitions, and amendments to the Company's articles of
incorporation. Shareholders other than Berjaya are therefore likely to have
little or no influence on decisions regarding such matters.

THE COMPANY'S BOARD OF DIRECTORS MAY ISSUE SHARES OF PREFERRED STOCK WITHOUT
STOCKHOLDER APPROVAL.

         The Company's articles of incorporation authorizes the issuance of up
to 10,000,000 shares of preferred stock with rights and preferences that may be
determined from time to time by the Company's Board of Directors. Such preferred
stock could adversely affect the voting power or other rights of the holders of
outstanding shares of the Company's Common Stock. In addition, the issuance of
shares of preferred stock may have the effect of rendering more difficult, or
discouraging, an acquisition or change in control of the Company. Although the
Company does not have any current plans to issue any series or shares of
preferred stock, it may do so in the future.

ITEM 2. PROPERTIES

         As of April 29, 2001, all but 16 of the Company's restaurants were
located in leased space. Initial lease expirations range from five to 20
years, with the majority of these leases providing renewal options extending the
lease term. All of the Company's leases provide for a minimum annual rent, and
several leases call for additional rent based on sales volume at the particular
location over specified minimum levels. Generally, the leases are triple net
leases which require the Company to pay the costs of insurance, taxes and a
portion of the lessors' operating costs. The Company believes its facilities are
in satisfactory condition, are suitable for their intended use and are, in the
aggregate, sufficient for the present business needs of the Company.

         The Company owns a 30,000 square foot office building in Pompano Beach,
Florida. The Company relocated its corporate functions to this facility in
October 1999. The Company occupies approximately 17,000 square feet of the new
facility and has subleased the remaining 13,000 square feet for a three-year
period ending in January 2004.

ITEM 3. LEGAL PROCEEDINGS

         The Company is a party to certain legal proceedings arising in the
ordinary course of business. While it is not possible to predict or determine
the outcome of any of these proceedings, in the opinion of the Company, based



                                       17
<PAGE>   20

on review by legal counsel, any resulting liability will not have a material
adverse effect on the Company's financial position or results of operations or
its business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         There were no maters submitted for a vote of security holders during
the fourth quarter of fiscal year 2001.

                                     PART II

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

MARKET INFORMATION

         As of August 1, 2001, the Company's authorized and issued common equity
consists of 9,708,741 shares of common stock, par value $.03 per share. The
common stock of the Company has been traded on the Nasdaq National Market System
since the Company's initial public offering on November 26, 1996 under the
symbol "GRLL".

         The following table sets forth, for the periods indicated, the highest
and lowest closing sale prices for the common stock, as reported by the Nasdaq
National Market:

                                             High($)              Low($)
                                             -------              ------

                   FISCAL 2000

                   First Quarter             6.88                 5.75
                   Second Quarter            6.25                 5.00
                   Third Quarter             6.19                 3.69
                   Fourth Quarter            5.88                 3.88


                   FISCAL 2001

                   First Quarter             6.19                 4.00
                   Second Quarter            5.44                 2.44
                   Third Quarter             2.84                 1.09
                   Fourth Quarter            1.75                 1.22

         On August 1, 2001, the last reported sales price of the common stock on
the Nasdaq National Market was $1.35. As a result of the Company's announcement
on August 1, 2001 that it would likely restate its financial statements, Nasdaq
halted trading in the Company's stock. Nasdaq has informed the Company that the
trading halt will remain in effect until such time as the Company provides
Nasdaq with more detailed information relating to the restatement. The Company
expects to respond to Nasdaq's inquiry as soon as reasonably practicable. There
can be no assurance as to when, if ever, the Company's stock will resume trading
on Nasdaq.

DIVIDEND POLICY

         The Company has not declared or paid any cash dividends or
distributions on its capital stock. The Company does not intend to pay any cash
dividends on its common stock in the foreseeable future, as the current policy
of the Company's Board of Directors is to retain all earnings to support
operations and finance expansion. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources." Future declaration and payment of dividends, if any, will be
determined in light of then current




                                       18
<PAGE>   21

conditions, including the Company's earnings, operations, capital requirements,
financial condition, and other factors deemed relevant by the Board of
Directors.

SHAREHOLDERS

         As of April 29, 2001, there were 73 shareholders of record of the
Company's common stock. A portion of the Company's outstanding common stock is
held of record in broker "street name" for the benefit of individual investors.

ISSUANCE OF UNREGISTERED SECURITIES

         On February 14, 2001, the Company issued a 10% convertible promissory
note in the original principal amount of $1.5 million to Berjaya in exchange for
a $1.5 million loan. The note, which is payable on demand, is convertible at any
time, at Berjaya's option, into that number of shares of common stock of the
Company having an aggregate market value on the date of conversion equal to the
outstanding principal amount of the Note, and all accrued but unpaid interest,
on the date of conversion. The note was, and the shares into which the note is
convertible will be, issued in reliance on Section 4(2) of the Securities Act of
1933, as amended.

ITEM 6. SELECTED FINANCIAL DATA

         The following table sets forth for the periods and the dates indicated
selected financial data of the Company. The following should be read in
conjunction with the Consolidated Financial Statements and Notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing elsewhere in this Form 10-K. As a result of a review of
its accounting records relating to the Company's various operating expenses, the
selected financial data for fiscal years ended April 30, 2000 and April 25, 1999
have been restated. The selected financial data and the accompanying
Management's Discussion and Analysis of Results of Operations and Financial
Condition set forth herein reflect the restatement. See Note 2 to the
Consolidated Financial Statements for a discussion of the restatement.



                                       19
<PAGE>   22
<TABLE>
<CAPTION>
                                                                                                        (Unaudited)
                                                                                           17 Weeks       17 Weeks
                                                                           (Unaudited)      Ended          Ended
                                 Fiscal 2001   Fiscal 2000   Fiscal 1999   Fiscal 1998  April 26, 1998 April 27, 1997 Fiscal 1997
                                 -----------   -----------   -----------   -----------  -------------- -------------  -----------
                                              (As restated) (As restated)
<S>                              <C>           <C>           <C>           <C>           <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA:
($ IN THOUSANDS, EXCEPT
 SHARE DATA)

Total revenues ................  $   168,055   $   148,897   $   121,067   $   100,508   $    37,803   $    30,395   $    93,115
Cost of Restaurant Sales:
  Food and beverage ...........       59,112        50,268        40,606        34,002        12,487        10,360        31,876
  Labor and benefits ..........       54,059        43,512        33,969        29,232        10,340         8,957        27,849
  Occupancy and other .........       39,269        30,067        23,089        19,001         7,499         5,191        16,692
  Pre-opening expenses ........        2,481         2,387         1,318         1,822           520           719         2,021
                                 -----------   -----------   -----------   -----------   -----------   -----------   -----------
          Total cost of
           restaurant sales ...      154,921       126,234        98,982        84,057        30,846        25,227        78,438

Depreciation and amortization .       10,297         8,560         7,351         5,672         2,145         1,454         4,981
General and administrative
 expenses .....................       10,954         8,241         6,766         6,645         2,210         1,773         6,208
Impairment of long-lived
 assets .......................        3,066            --            --         1,120            --            --         1,120
                                 -----------   -----------   -----------   -----------   -----------   -----------   -----------
          Total operating
           expenses ...........      179,238       143,035       113,099        97,494        35,201        28,454        90,747
                                 -----------   -----------   -----------   -----------   -----------   -----------   -----------

Operating (loss) ..............      (11,183)        5,862         7,968         3,014         2,602         1,941         2,368

Other income (expense):
  Interest expense, net .......       (3,655)       (2,301)       (2,210)       (1,924)         (719)         (347)       (1,552)
  Equity in loss of affiliates            --            --            (3)           90            57            29            62
  Other, net ..................          800            --            --          (611)           --            --          (611)
                                 -----------   -----------   -----------   -----------   -----------   -----------    ----------

    Total other expense .......       (2,855)       (2,301)       (2,213)       (2,445)         (662)         (318)       (2,101)
                                 -----------   ----------    -----------   ----------    -----------   -----------    ----------
    (Loss) income before
       income taxes and
       cumulative effect of
       change in accounting
       principle ..............      (14,038)        3,561         5,755           569         1,940         1,623           267
          Income tax expense ..        1,818            78            47           216            81            40           175
                                 -----------   -----------   -----------   -----------   -----------   -----------   -----------

    (Loss) income before
       Cumulative change in
       Accounting principle ...      (15,856)        3,483         5,708           353         1,859         1,583            92
    Cumulative effect of change
       In accounting principle
       (net of tax benefit
       of $248 ................           --          (877)           --            --            --            --            --
                                 -----------   -----------   -----------   -----------   -----------   -----------   -----------
Net (loss) income .............  $   (15,856)  $     2,606   $     5,708   $       353   $     1,859   $     1,583   $        92
                                 ===========   ===========   ===========   ===========   ===========   ===========   ===========
Basic net (loss) income per
  Common share:
  Basic income before
    Cumulative effect of change
    In accounting principle ...  $     (1.63)  $      0.36   $      0.60   $      0.04   $      0.20   $      0.17   $      0.01
  Cumulative effect of change
    In accounting principle ...           --         (0.09)           --            --            --            --            --
                                 -----------   -----------   -----------   -----------   -----------   -----------   -----------
Basic net (loss) income per
  Common share: ...............  $     (1.63)  $      0.27   $      0.60   $      0.04   $      0.20   $      0.17   $      0.01
                                 ===========   ===========   ===========   ===========   ===========   ===========   ===========
Diluted net (loss) income
 per common share:
  Diluted income before
    Cumulative effect
     of change In
     accounting principle .....  $     (1.63)  $      0.36   $      0.59   $      0.04   $      0.20   $      0.17   $      0.01
  Cumulative effect of
    change in
    Accounting principle ......           --         (0.09)           --            --            --            --            --
                                 -----------   -----------   -----------   -----------   -----------   -----------   -----------
Diluted net (loss) income
  per Common share ............  $     (1.63)  $      0.27   $      0.59   $      0.04   $      0.20   $      0.17   $      0.01
                                 ===========   ===========   ===========   ===========   ===========   ===========   ===========
Weighted average common
  shares Outstanding ..........    9,708,741     9,708,741     9,536,631     9,305,408     9,305,408     9,305,408     9,305,408
                                 ===========   ===========   ===========   ===========   ===========   ===========   ===========
Weighted average common
  shares and share
  equivalents outstanding-
  assuming dilution ...........    9,708,741     9,792,019     9,668,469     9,315,139     9,326,642     9,315,307     9,305,408
                                 ===========   ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>

<TABLE>
<CAPTION>

                                                                                                                      (Unaudited)
                                                                                                        17 Weeks        17 Weeks
                                                                                      (Unaudited)        Ended           Ended
                                      Fiscal 2001     Fiscal 2000     Fiscal 1999     Fiscal 1998    April 26, 1998  April 27, 1997
                                      -----------     -----------     -----------     -----------    --------------  --------------
                                                     (As restated)   (As restated)   (As restated)    (As restated)
<S>                                    <C>             <C>             <C>             <C>             <C>             <C>
BALANCE SHEET DATE:
(IN THOUSANDS, EXCEPT SHARE DATA)

Working capital (deficit) .......      $ (47,803)      $ (17,111)      $  (6,401)      $  (6,020)      $  (6,020)      $ (10,932)
Total assets ....................        100,328         104,414          90,972          80,036          80,036          67,870
Long-term debt and due to
     related parties, including
     current portion ............         36,513          25,661          19,505          19,095          19,095          12,850
Obligations under capital leases,
     including current portion ..          5,742           6,479          11,933           7,542           7,542           4,186

Total shareholders' equity ......      $  36,971       $  52,827       $  50,221       $  42,998       $  42,998       $  42,549

</TABLE>

                                       20
<PAGE>   23


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

GENERAL

         The Company operates, franchises and licenses high-quality,
full-service, casual dining restaurants under the name "Roadhouse Grill." The
Company was founded in 1992 and opened its first restaurant in 1993. As of April
29, 2001, there were 83 Company-owned Roadhouse Grill restaurants located in
Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, New York, North
Carolina, Ohio, South Carolina and Tennessee. Of these, 35 are located in
Florida. The Company also has three franchised locations in Malaysia, one
franchised location in Brasilia, Brazil and three franchised locations in Las
Vegas, Nevada.

         The Company has determined that its audited financial statements as of
and for the fiscal years ended April 30, 2000 and April 25, 1999 and the related
unaudited quarterly financial statements for those periods, as well as the
unaudited financial statements for the quarters ended July 30, 2000, October 29,
2000 and January 28, 2001 were inaccurate and required the following
adjustments: for fiscal year 2000, an increase in occupancy and other expenses
for property tax, rent, advertising and legal expenses; an increase in labor and
benefits for insurance and payroll; an increase in depreciation and
amortization; a decrease in the cumulative effect of change in accounting
principle; and a decrease in income tax expense; and for fiscal year 1999, an
increase in occupancy and other expense to record accruals for property tax,
rent, advertising and legal expenses; an increase in labor and benefits expense
to record additional insurance and payroll expenses; and a reduction in income
tax expense.

         This Management's Discussion and Analysis of Financial Condition and
Results of Operation reflects the restatement of the Company's previously
reported financial results for fiscal years 2000 and 1999. The Company filed
amended Form 10-Ks for fiscal years 2000 and 1999 and amended Form 10-Qs for the
fiscal 2001, 2000 and 1999 quarters containing the restated financial statements
simultaneously with this report.

         The Company's revenues are derived primarily from the sale of food and
beverages. In fiscal year 2001, restaurant sales generated from lunch and dinner
amounted to approximately 27% and 73% of restaurant sales, respectively.
Restaurant sales of food and alcoholic beverages accounted for approximately 90%
and 10%, respectively, of total restaurant sales in fiscal year 2001,
respectively. Franchise and management fees during fiscal year 2001 accounted
for less than 1% of the Company's total revenues. Restaurant operating expenses
include food and beverage, labor, direct operating and occupancy costs. Direct
operating costs consist primarily of costs of expendable supplies, marketing and
advertising expense, maintenance, utilities and restaurant general and
administrative expenses. Occupancy costs include rent, real estate and personal
property taxes and insurance. Certain elements of the Company's restaurant
operating expenses, including direct operating and occupancy costs and to a
lesser extent labor costs, are relatively fixed.

         In April 1998, the AICPA Accounting Standards Executive Committee
issued Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities." SOP 98-5 defines start-up activities broadly (including
organizational costs) and requires that the cost of start-up activities be
expensed as incurred. SOP 98-5 is effective for fiscal years beginning after
December 15, 1998. In previous years, the Company's accounting policy was to
capitalize pre-opening costs and amortize them over a one-year period.
Pre-opening costs consist of direct costs related to hiring and training the
initial work force and other direct costs associated with opening a new
restaurant. The Company adopted SOP 98-5 during the first quarter of fiscal year
2000. The effect of initially applying the provisions of SOP 98-5 was reported
as a change in accounting principle at the beginning of the first quarter of
fiscal year 2000. The cumulative effect of the change was $877,000, net of
taxes. Thereafter, all such costs have been expensed as incurred and are
included in "pre-opening expenses" within the accompanying statements of
operations. During fiscal year 2001, pre-opening costs incurred in connection
with the opening of 11 Company-owned restaurants averaged approximately
$225,000.

         The Company's new restaurants can be expected to generate above-average
sales during the initial weeks that the restaurant is open, commonly referred to
as the "honeymoon" period. As the restaurant is open longer, sales generally
decline after initial trial by guests. There is no assurance that a new
Roadhouse Grill restaurant will attain the average unit volume that has been the
Company's historical experience. Furthermore, costs during the first several
months of operation can be expected to be higher than the Company's average
costs, primarily cost of food




                                       21
<PAGE>   24

and beverage sales and labor costs. There is no assurance that these costs will
decline as the restaurant matures or that it will attain average costs.

         The average cash investment of the 72 Company-owned Roadhouse Grill
restaurants open the entire 52 weeks in fiscal year 2001 was approximately $1.3
million, including building structures (where applicable), building or leasehold
improvements and equipment and fixtures, but excluding land and pre-opening
costs. The average land acquisition cost for the 16 restaurant sites owned by
the Company was approximately $884,000. The Company has obtained financing in
connection with the acquisition of its owned properties, which financing
generally has required a down payment of 10% of the purchase price. The average
annual occupancy cost for the restaurant sites leased by the Company is
approximately $183,000. The Company expects that the average cash investment
required to open the four Company-owned restaurants under construction or
development as of April 29, 2001, excluding land and pre-opening costs, will be
approximately $1.8 million.

         The Company recorded a $3.1 million charge in fiscal year 2001 due to
the impairment of assets at four stores. The Company may be required to take
additional asset impairment charges in the future due to factors such as changes
in demographics, traffic patterns, competition and the loss of anchor retail
stores in the malls in which the Company operates. Any future impairment charges
could have a material adverse effect on the Company's assets and net income.

RESULTS OF OPERATIONS

         The following table sets forth for the periods indicated the percentage
relationship to total revenues of certain statements of operations data.

                         STATEMENTS OF OPERATIONS DATA:

<TABLE>
<CAPTION>

                                                      Fiscal         Fiscal        Fiscal
                                                      2001            2000          1999
                                                      -----          -----          -----
                                                                 (As restated) (As restated)
<S>                                                   <C>            <C>            <C>
Total revenues                                        100.0%         100.0%         100.0%

Cost of Company restaurant sales:
   Food and beverage                                   35.2           33.8           33.5
   Labor and benefits                                  32.2           29.2           28.1
   Occupancy and other                                 23.4           20.2           19.1
   Pre-opening expenses                                 1.5            1.6            1.1
                                                      -----          -----          -----
      Total cost of restaurant sales                   92.3           84.8           81.8

Depreciation and amortization                           6.1            5.7            6.1

General and administrative expenses                     6.5            5.5            5.5

Impairment of long-lived assets                         1.8           --             --
                                                      -----          -----          -----
   Total operating expenses                           106.7           96.0           93.4

   Operating (loss) income                             (6.7)           4.0            6.6

Total other expenses                                   (1.7)          (1.5)          (1.8)
                                                      -----          -----          -----

(Loss) income before taxes and cumulative
  effect of change in accounting principle             (8.4)           2.5            4.8

Income tax expense                                      1.1            0.1            0.1
                                                      -----          -----          -----
(Loss) income before cumulative effect of
  change in accounting principle                       (9.5)           2.4            4.7

Cumulative effect of change in accounting
  principle (net of tax benefit of $248)                 --            0.6             --
                                                      -----          -----          -----
Net (loss) income                                      (9.5)%          1.8%           4.7%
                                                      =====          =====          =====
RESTAURANT DATA:

Company-owned restaurants:
   Beginning of period                                   72             53             43
   Opened                                                11             19             10
                                                      -----          -----          -----
   End of period                                         83             72             53

Franchised restaurants                                    7              3              3
Licensed restaurants                                      0              0              1
                                                      -----          -----          -----
Total restaurants                                        90             75             57
                                                      =====          =====          =====
</TABLE>





                                       22
<PAGE>   25

FIFTY-TWO WEEKS ENDED APRIL 29, 2001 ("FISCAL YEAR 2001") COMPARED TO THE
FIFTY-THREE WEEKS ENDED APRIL 30, 2000 ("FISCAL YEAR 2000")

         TOTAL REVENUES. Total revenues increased $19.2 million, or 12.9%, from
$148.9 million for fiscal year 2000 to $168.1 million for fiscal year 2001. This
increase is primarily attributable to sales generated at the 11 new restaurants
opened by the Company since the end of the fiscal year 2000 and the full year
impact of operations of the 19 locations opened during fiscal year 2000. Sales
at comparable stores for fiscal year 2001 decreased 5.2% compared with sales
fiscal year 2000. The Company believes that this decrease is partially
attributable to reduced marketing and advertising expenditures in fiscal year
2001 as compared to fiscal year 2000 and increased competition. The Company
spent 3.3% of revenue on marketing expense in fiscal year of 2000 versus only
2.5% in the fiscal year 2001. A restaurant is considered comparable after its
first 18 months of operation.

         FOOD AND BEVERAGE. Food and beverage costs increased $8.8 million to
$59.1 million for fiscal year 2001 from $50.3 million for fiscal year 2000. This
increase is primarily attributable to 11 new restaurants opened by the Company
since the end of the fiscal year 2000 and the full year impact of operations of
the 19 locations opened in fiscal year 2000. As a percentage of sales, food and
beverage costs increased by 1.4% to 35.2% for fiscal year 2001 from 33.8% for
fiscal year 2000. This increase can be attributable to a change in beef
procurement practices and a general increase in food cost. In the third quarter
of 2001, the Company changed from using in house meat cutters to purchasing
precut portion controlled beef. The Company estimates that the change to precut
beef increased food and beverage costs as a percentage of revenue by
approximately 1.4%. The Company anticipates a 0.8% decrease in labor costs due
to the elimination of all meat cutters in the future.

         LABOR AND BENEFITS. Labor and benefits costs increased $10.6 million to
$54.1 million for fiscal year 2001 from $43.5 million for fiscal year 2000. The
increase is primarily due to the operation of 11 new restaurants opened since
the end of the fiscal year 2000 and the full year impact of operations of the 19
locations opened in fiscal year 2000. As a percentage of sales, labor and
benefits costs increased 3.0% to 32.2% for fiscal year 2001 from 29.2% for
fiscal year 2000. During fiscal year 2001, the Company increased the number of
hourly personnel at its restaurants in order to continue to provide excellent
customer service ("extreme service"). During fiscal year 2001, the Company has
implemented an aggressive recruiting campaign to attract talented restaurant
managers. Due to the competitive labor market, the Company has incurred higher
management salaries.

         OCCUPANCY AND OTHER. Occupancy and other costs increased $9.2 million
to $39.3 million for fiscal year 2001 from $30.1 million for fiscal year 2000.
The increase is due to the operation of 11 new restaurants opened since the end
of the fiscal year 2000 and the full year impact of operations of the 19
locations opened in fiscal year 2000, increase in equipment rental expense and
an increase in utilities expense due to higher fuel costs. As a percentage of
sales, occupancy and other was 23.4% for fiscal year 2001 versus 20.2% for
fiscal year 2000. During fiscal year 2000 and 2001, the Company entered into
sale-leaseback agreements to finance furniture and equipment for new locations.
These leases were recorded as operating leases and no gain or loss was recorded
in these transactions.

         PRE-OPENING EXPENSES. Pre-opening expenses increased $94,000 to $2.5
million for fiscal year 2001 from $2.4 million in the for fiscal year 2000. The
increase was due to the pre-opening expenses incurred in fiscal year 2001 for
stores opened in the fourth quarter of fiscal year 2000.

         DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
$1.7 million to $10.3 million for fiscal year 2001 from $8.6 million for fiscal
year 2000. The increase is primarily due to the operation of 11 new restaurants
opened since the end of the fiscal year 2000 and the full year impact of
operations of the 19 locations opened in fiscal year 2000.

         GENERAL AND ADMINISTRATIVE. General and administrative costs increased
$2.8 million to $11.0 million for fiscal year 2001 versus $8.2 million for
fiscal year 2000. The increase is primarily the result of the Company's
substantial recruiting efforts. The Company devoted significant capital
resources in fiscal year 2001 to upgrade store management positions. The Company
plans to continue to maintain a pool of managers that are trained according to
the Roadhouse Grill philosophy. As a percentage of sales, general and
administrative costs increased 1.0% from 5.5% for fiscal year 2000 to 6.5% for
fiscal year 2001.





                                       23
<PAGE>   26

         ASSET IMPAIRMENT. The Company recorded a $3.1 million charge in fiscal
year 2001 due to the impairment of assets at four stores based on FAS Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of."

         TOTAL OTHER EXPENSE. Total other expense increased $554,000 to $2.9
million for fiscal year 2001 from $2.3 million for fiscal year 2000. The
increase is primarily due to additional interest expense on additional debt
incurred due to the development and opening of 11 new restaurants since the end
of fiscal year 2000 and the full year impact of operations of the 19 locations
opened in fiscal year 2000, offset by $0.8 million proceeds from an eminent
domain settlement on a leased property.

         CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE. During the first
quarter of fiscal year 2000, the Company adopted the provisions of SOP 98-5. The
Company recorded an expense of $877,000 (net of tax benefit) related to the
adoption of SOP 98-5. The Company's policy, effective at the beginning of the
fiscal year 2000 first quarter, has been to expense all pre-opening costs as
incurred, as required by SOP 98-5.

         INCOME TAX EXPENSE. The Company recorded income tax expense of $1.8
million for fiscal year 2001. During the third quarter, the Company increased
the valuation allowance for the deferred tax asset. Due to losses incurred
during fiscal year 2001, management believes that it is not likely that the
deferred tax assets will be realized in the future.

FIFTY-THREE WEEKS ENDED APRIL 30, 2000 ("FISCAL YEAR 2000") COMPARED TO THE
FIFTY-TWO WEEKS ENDED APRIL 25, 1999 ("FISCAL YEAR 1999")

         RESTAURANTS OPEN. At April 30, 2000 there were 72 Company-owned
restaurants open, including the Kendall Roadhouse Grill ("Kendall") restaurant,
and the North Palm Beach Roadhouse Grill ("North Palm Beach") restaurant.
Kendall was operated as a joint venture until August 1996 when the Company
purchased the interest of its joint venture partner. North Palm Beach was
licensed to a third party until July 1999 when that license was terminated. At
April 25, 1999, there were 53 Company-owned restaurants. The 19 new restaurants
opened during fiscal year 2000 represent a 35.8% increase in the number of
Company-owned restaurants from the end of fiscal year 1999 to the end of fiscal
year 2000.

         TOTAL REVENUES. Total revenues increased $27.8 million, or 23.0%, to
$148.9 million for fiscal year 2000 from $121.1 million for fiscal year 1999.
This increase is primarily attributable to sales generated at the 19 new
restaurants opened by the Company since the end of fiscal year 1999 and the full
year operations of the 10 new restaurants opened in fiscal year 1999. At the end
of fiscal year 2000, the Company operated 35 Company-owned restaurants in
Florida.

         FOOD AND BEVERAGE. Food and beverage costs increased $9.7 million, or
23.8%, during fiscal year 2000 to $50.3 million from $40.6 million in fiscal
year 1999. The increase is primarily attributable to the opening and operating
of 19 new restaurants since the end of fiscal year 1999 and the full year of
operations of the 10 new restaurants opened in fiscal year 1999. As a percentage
of total revenues, food and beverage costs were comparable for both periods.

         LABOR AND BENEFITS. Labor and benefits costs increased $9.5 million to
$43.5 million in fiscal year 2000, or 28.1%, from $34.0 million in fiscal year
1999. The increase is primarily due to the operation of 19 new restaurants
opened since the end of the fiscal year 1999 as well as the full year of
operations of the 10 restaurants opened during fiscal year 1999. As a percentage
of sales, labor and benefits costs increased by 1.1% to 29.2% for fiscal year
2000 from 28.1% for fiscal year 1999. The increase is primarily due to the
implementation of the Company's "extreme service" program, which caused an
increase in store level labor costs.

         OCCUPANCY AND OTHER. Occupancy and other costs increased $7.0 million
to $30.1 million in fiscal year 2000, or 30.2%, from $23.1 million in fiscal
year 1999. The increase is primarily due to the operation of 19 new restaurants
opened since the end of fiscal year 1999 and the full year of operations of the
10 new restaurants opened during fiscal year 1999. As a percentage of sales,
occupancy and other costs increased by 1.1% to 20.2% for fiscal year 2000 from
19.1% for fiscal year 1999. The increase as a percentage of revenue is due to
additional rent expense for new locations and an increase in utilities expense
due to higher fuel costs.




                                       24
<PAGE>   27

         PRE-OPENING EXPENSES. Pre-opening amortization increased $1.1 million
to $2.4 million in fiscal year 2000, or 81.1%, from $1.3 million in fiscal year
1999. The increase is associated with the adoption of Statement of Position 98-5
"Reporting on the Costs of Start-Up Activities," which requires that pre-opening
costs be expensed as incurred. Previously, the Company amortized pre-opening
costs over a twelve-month period. The Company adopted SOP 98-5 in the first
quarter of fiscal year 2000. Pre-opening expenses in fiscal year 2000 were
primarily costs associated with the opening of 19 new restaurants during the
year.

         DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
$1.2 million to $8.6 million in fiscal year 2000, or 16.4%, from $7.4 million in
fiscal year 1999. The increase is primarily due to the operation of 19 new
restaurants opened since the end of fiscal year 1999 and the full year of
operations of the ten new restaurants opened in fiscal year 1999. As a
percentage of sales, depreciation and amortization decreased by 0.4% to 5.7% for
fiscal year 2000 from 6.1% for fiscal year 1999.

         GENERAL AND ADMINISTRATIVE. General and administrative costs increased
$1.4 million to $8.2 million in fiscal year 2000, or 21.8%, from $6.8 million in
fiscal year 1999. As a percentage of sales, general and administrative costs
were comparable for both periods presented.

         TOTAL OTHER EXPENSE. Total other expense increased $88,000 to $2.3
million in fiscal year 2000, or 4.0%, from $2.2 million in fiscal year 1999. The
increase is due to additional interest expense on additional debt incurred due
to the development and opening of 19 new restaurants since the end of fiscal
year 1999.

         INCOME TAX EXPENSE. In the prior years, the Company maintained a
valuation allowance that offset a portion of its net deferred tax assets. Based
on the Company's recent history of operating profits and the generation of
operating income in the current year, management took 100% of its valuation
allowance into income during fiscal year 2000. The reduction in income taxes
caused by the reversal of the valuation allowance was offset by increased
taxable income during fiscal year 2000.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's material financial commitments relate principally to its
working capital requirements and its obligations to make capital lease and term
loan payments, monthly interest payments on its various loans and lease payments
pursuant to certain real property leases. In addition, capital requirements
relating to the opening of new restaurants have been, and will continue to be,
significant.

         During fiscal year 2001, the Company's primary sources of working
capital were the loan facilities with Finova Capital Corporation (described
below), the sale-leaseback facilities with CNL Fund Advisors and Franchise
Finance Corporation of America (described below) and a $1.5 million loan from
Berjaya. The Company has experienced significant cash flow problems primarily
due to the Company opening 30 new restaurants in the past 24 months combined
with a net loss of $15.9 million, net cash used by operations of $0.8 million
for fiscal year 2001, and a retained deficit of $13.4 million. The Company
believes that its ability to generate cash from operations is dependent upon,
among other things, increased demand, restructuring its operations to minimize
cash expenditures and the successful development of marketing strategies. The
Company has implemented revenue enhancement programs along with cost reduction
initiatives designed to produce positive cash flow and achieve sustainable
profitable operations. There can be no assurance that these initiatives will be
effective in generating profits or producing sufficient cash flows to fund
previously incurred liabilities and current operations.

         The Company anticipates that it may require additional debt or equity
financing in order to fund previously incurred liabilities and current
operations. If cash generated from the Company's operations is insufficient to
fund the Company's financial commitments and previous losses, and support the
Company's continued growth, the Company will have to obtain additional
financing. There can be no guarantee or assurance that additional financing will
be available on terms acceptable to the Company, if ever. In the event the
Company is unable to secure such additional financing, the Company may have to
significantly curtail its operations.




                                       25
<PAGE>   28
         In September 1997, the Company entered into a $15.0 million loan
facility with Finova Capital Corporation ("Finova"). The facility consists of a
15-year term loan collateralized by real estate with an interest rate of 9.55%.
The proceeds were used in part to liquidate existing mortgages on 12
restaurants, which amounted to $7.4 million as of September 1997. The remaining
balance of $7.3 million, net of fees and other costs, was primarily used for
expansion of the Company's operations. Monthly principal and interest payments
for this facility are due through October 2012. The balance on the note as of
April 29, 2001 was $13.1 million.

         On March 27, 1998, the Company entered into a $2.9 million loan
facility with Finova. The facility consists of a 10-year term loan
collateralized by personal property and fixtures at four Company-owned
restaurants with an interest rate of 8.96%. The proceeds, net of fees and other
costs, were used primarily for expansion of the Company's operations. The
balance of the loan as of April 29, 2001 was $2.2 million.

         In October 1998, the Company entered into a $5.0 million, unsecured,
working capital revolving loan with Finova, which matures on December 31, 2001.
In the first quarter of 2000, the Company collateralized that loan with
improvements to real estate at three locations and real estate and improvements
at an additional location. Based on the Company's current liquidity, it does not
anticipate having sufficient funds available to pay this loan when due. The
Company is currently negotiating with Finova to convert the revolving loan into
an 84-month term loan bearing interest at 11.5% per annum. There can be no
assurance that the Company will be able to restructure the revolving loan on
acceptable terms, if at all. If the Company defaults on its payments under the
revolving loan, Finova could immediately accelerate all amounts due to them and
sell or otherwise dispose of the Company's assets used to secure the
obligations, any of which could significantly and negatively impact the
Company's financial condition and operating results.

         The Company also has a series of notes due to Finova in the aggregate
amount of approximately $8.3 million, which notes are collateralized by
improvements to real estate at eight leased restaurant locations. The notes,
which are due between May and November 2012, have interest rates ranging from
9.74% to 10.53%.

         In July and August 2001, the Company was unable to make principal and
interest payments to Finova on the loans listed above totalling $700,000. The
Company is attempting to bring its payments current but there can be no
assurance that the Company will be successful. If the Company is unable to make
the past-due payments or negotiate new payment terms with Finova, Finova could
immediately accelerate all amounts due and sell or otherwise dispose of the
Company's assets used to secure the obligations, any of which could
significantly and negatively impact the Company's financial condition and
operating results.

         The Company is required to maintain certain financial ratios in order
to be in compliance with covenants related to the debt with Finova. The Company
is not in compliance with the required cash flow coverage ratio. The Company is
in the process of negotiating a waiver of certain covenant violations and an
amendment to the financial covenants. If the Company is not able to negotiate
and comply with the new financial covenants in the future, Finova could
immediately accelerate all amounts due to them and sell or otherwise dispose of
the Company's assets used to secure the obligations, any of which could
significantly and negatively impact the Company's financial condition and
operating results.

         The Company is required to maintain certain financial ratios in order
to be in compliance with covenants related to the debt with First Union which
totaled $2.9 million at April 29, 2001. The Company is not in compliance with
the required cash flow coverage ratio. The Company is in the process of
negotiating a waiver of certain covenant violations and an amendment to the
financial covenants. If the Company is not able to negotiate and comply with the
new financial covenants in the future, First Union could immediately accelerate
all amounts due to them and sell or otherwise dispose of the Company's assets
used to secure the obligations, any of which could significantly and negatively
impact the Company's financial condition and operating results.

         The Company has a $10.0 million sale-leaseback credit facility with CNL
Fund Advisors ("CNL"). Due to the Company's current financial condition, it can
no longer utilize the CNL facility.

         The Company has a $18.5 million sale-leaseback credit facility with
Franchise Finance Corporation of America ("FFCA") for the development of new
Roadhouse Grill restaurants. Due to the Company's current financial condition,
it can no longer utilize the FFCA facility.

         On February 14, 2001, Berjaya (which owns approximately 62% of the
Company's common stock) loaned the Company $1.5 million. The loan is evidenced
by a promissory note which bears interest at 10% per annum, is payable by the
Company on demand and is collateralized by intellectual property and certain
unencumbered real and personal property. The note is convertible at any time, at
Berjaya's option, into shares of the Company's common stock. The conversion rate
is based on the fair market value of the common stock on the day of conversion.

         The Company is currently making payments on its operating leases
approximately 15 days after the due date, notwithstanding a five-day grace
period for such payments.

         Due to the Company's recent liquidity problems, on February 21, 2001,
the Company issued two notes for an aggregate amount of $5.9 million to Colorado
Boxed Beef Company ("CBBC"), the Company's principal food supplier, for trade
payables owed to them. The notes bear interest at 9.5%. The note for $4.4
million is due no earlier than 180 days from the date of the note. The $1.5
million note matured on April 21, 2001. The Company was unable to make the $1.5
million payment in April 2001. In July 2001, CBBC agreed to restructure the
notes. Under the new terms of the notes, the Company paid CBBC $200,000 in July
2001. If the Company pays CBBC $1.0 million of the note on or before September
30, 2001, the notes will be amortized over 48 months bearing


                                       26
<PAGE>   29
interest at 11.5%. Such notes are secured by the unencumbered fixed assets of
17 restaurant locations. The Company plans to pay the $1.0 million to CBBC with
a $1.6 million tax refund which the Company expects to receive before September
30, 2001. The Company does not currently have the cash on hand to pay the $1.0
million to CBBC. If the Company does not receive the tax refund prior to
September 30, 2001, the entire $5.9 million payable under the notes will be due
and CBBC will have the right to exercise any remedies available to it under the
notes which could have a material adverse effect on the Company's financial
conditions and operating results.

         In April 2001, the Company agreed to a payment plan with Tinsley
Advertising and Marketing Inc. ("Tinsley") for the $1.7 million due to Tinsley
for advertising services previously provided by Tinsley to the Company. Pursuant
to the terms of the repayment plan, the Company paid Tinsley $50,000 seven days
after the date of the note and is obligated to pay Tinsley $20,000 a week from
April 1, 2001 through August 31, 2001 and, thereafter, $40,000 per week until
the debt is paid in full.

         During January 1999, the Company entered into a Master Security
Agreement with Pacific Financial Company. The agreement consists of two 5-year
term loans collateralized by personal property and fixtures at two
Company-owned restaurants with an effective interest rate of 10.7%. Monthly
principal and interest payments are due through February 2004.

         While there can be no assurances, the Company believes its cash flows
from operations will satisfy its liquidity requirements in fiscal year 2002.

SUMMARY OF CASH FLOWS

         Cash used by operating activities during fiscal year 2001 was $754,000,
as compared with $21.8 million provided in operating activities during fiscal
year 2000. The primary uses of cash for fiscal 2001 were a net loss of $15.9
million and a decrease in accounts payable of $5.3 million offset by an increase
in short term debt of $5.9 million.

         Cash used by investing activities during fiscal year 2001 was $7.5
million, as compared to $27.2 million used during fiscal year 2000. Cash used by
investing activities in fiscal year 2001 consisted primarily of purchases of
property and equipment.

         Cash provided by financing activities during fiscal year 2001 was $9.4
million, as compared to $4.8 million provided by financing activities during
fiscal year 2000. Cash provided by financing activities in fiscal year 2001
consisted primarily of proceeds from long term debt.

CAPITAL EXPENDITURES

         The Company plans to open the four Company-owned restaurants under
construction or development as of April 29, 2001 in fiscal year 2002. The
Company expects that the average cash investment required to open these new
restaurants in fiscal year 2002, excluding land and pre-opening costs, will be
approximately $1.8 million, of which $587,000 will be funded by FFCA and
approximately $1.2 million will be funded through cash generated by the
Company's operations. There can be no assurance that the Company will generate
sufficient cash from operations to fund the opening of the four restaurants.

SEASONALITY AND QUARTERLY RESULTS

            The Company's operating results fluctuate seasonally because of its
geographic concentration. Of the 83 restaurants currently owned and operated by
the Company, 35 are located in residential areas in Florida.

            The Company's restaurant sales generally increase from November
through April, the peaks of the Florida tourism season, and generally decrease
from May through October. In addition, because of its present geographic
concentration, the Company's results of operations may be materially adversely
affected by a decline in tourism in Florida, downturns in Florida's economy or
by hurricanes or other adverse weather conditions in Florida. Although the
Company has expanded its operations in other geographic markets, to, among other
things, offset some of the effects on its operating results due to its
concentration in the Florida market, there can be no assurance that the
Company's restaurants outside of the Florida area will be successful and have a
positive effect on the seasonal nature



                                       27
<PAGE>   30

of its operating results. Because of the seasonality of the Company's business,
its results for any quarter are not necessarily indicative of the results that
may be achieved for a full year.

            In addition to seasonality, the Company's quarterly and annual
operating results and comparable unit sales may fluctuate significantly as a
result of a variety of factors, including:

         o        the amount of sales contributed by new and existing
                  restaurants;
         o        labor costs for the Company's personnel;
         o        the Company's ability to achieve and sustain profitability on
                  a quarterly or annual basis;
         o        consumer confidence and changes in consumer preferences;
         o        health concerns, including adverse publicity concerning
                  food-related illness;
         o        significance and variability of pre-opening expenses;
         o        the level of competition from existing or new competitors in
                  the full-service casual dining segment of the restaurant
                  industry; and
         o        economic conditions generally and in each of the markets in
                  which the Company is located.

IMPACT OF INFLATION

         The primary inflationary factors affecting the Company's operations
include food, beverage and labor costs. Labor costs are affected by changes in
the labor market generally and, because many of the Company's employees are paid
at federal and state established minimum wage levels, changes in such wage laws
affect the Company's labor costs. In addition, most of the Company's leases
require the Company to pay taxes, maintenance, repairs and utilities, and these
costs are subject to inflationary pressures. The Company believes recent low
inflation rates in its principal markets have contributed to relatively stable
food and labor costs. There is no assurance that low inflation rates will
continue or that the Company will have the ability to control costs in the
future.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

         In April 1998, the AICPA Accounting Standards Executive Committee
issued Statement of Position 98-5, "Reporting on the Costs of Start-Up
Activities" ("SOP 98-5"). SOP 98-5 defines start-up activities broadly
(including organizational costs) and requires that the cost of start-up
activities be expensed as incurred. SOP 98-5 amended provisions of a number of
then existing SOP's and audit and accounting guides. SOP 98-5 is effective for
fiscal years beginning after December 15, 1998. In previous years, the Company's
accounting policy was to capitalize pre-opening costs and amortize them over a
one-year period. The Company adopted SOP 98-5 during the first quarter of fiscal
year 2000. The effect of initially applying the provisions of SOP 98-5 is
reported as a change in accounting principle at the beginning of the first
quarter of fiscal year 2000. Thereafter, all such costs are expensed as incurred
and are included in "pre-opening expenses" within the accompanying statements of
income.

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."
Among other provisions, SFAS No. 133 establishes accounting and reporting
standards for derivative instruments and hedging activities. It also requires
that an entity recognizes all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
SFAS No. 133 is effective for financial statements for fiscal years beginning
after June 15, 2000. There is no impact to the Company.

         On March 31, 2000, the FASB issued FASB Interpretation No. 44,
"Accounting for Certain Transactions involving Stock Compensation - an
interpretation of APB Opinion No. 25" (FIN 44). This interpretation provides
guidance for issues that have arisen in applying APB Opinion No. 25, "Accounting
for Stock Issued to Employees." FIN 44 applies prospectively to new awards,
exchanges of awards in a business combination, modifications to outstanding
awards, and changes in grantee status that occur on or after July 1, 2000,
except for the provisions related to repricings and the definition of an
employee which apply to awards issued after December 15, 1998. The provisions
related to modifications to fixed stock option awards to add a reload feature
are effective for awards modified after January 12, 2000. The implementation of
FIN 44 did not have an impact on the Company's consolidated financial statements
and notes thereto.




                                       28
<PAGE>   31

         In July 2001, the FASB issued Statement No. 141, "Business
Combinations," and Statement No. 142, "Goodwill and Other Intangible Assets."
Statement 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001 as well as all purchase
method business combinations completed after June 30, 2001. Statement 141 also
specifies criteria that intangible assets acquired in a purchase method business
combination must meet to be recognized and reported apart from goodwill, noting
that any purchase price allocable to an assembled workforce may not be accounted
for separately. Statement 142 will require that goodwill and intangible assets
with indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of Statement 142.
Statement 142 will also require that intangible assets with estimable useful
lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with FAS
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of."

         The Company is required to adopt the provisions of Statement 141
immediately, except with regard to business combinations initiated prior to July
1, 2001, which it expects to account for using the pooling-of-interests method,
and Statement 142 effective April 28, 2002. Furthermore, goodwill and intangible
assets determined to have an indefinite useful life acquired in a purchase
business combination completed after June 30, 2001, but before Statement 142 is
adopted in full will not be amortized, but will continue to be evaluated for
impairment in accordance with the appropriate pre-Statement 142 accounting
literature. Goodwill and intangible assets acquired in business combinations
completed before July 1, 2001 will continue to be amortized and tested for
impairment in accordance with the appropriate pre-Statement 142 accounting
requirements prior to the adoption of Statement 142.

         Statement 141 will require, upon adoption of Statement 142, that the
Company evaluate its existing intangible assets and goodwill that were acquired
in a prior purchase business combination, and to make any necessary
reclassifications in order to conform with the new criteria in Statement 141 for
recognition apart from goodwill. Upon adoption of Statement 142, the Company
will be required to reassess the useful lives and residual values of all
intangible assets acquired, and make any necessary amortization period
adjustments by the end of the first interim period after adoption. In addition,
to the extent an intangible asset is identified as having an indefinite useful
life, the Company will be required to test the intangible asset for impairment
in accordance with the provisions of Statement 142 within the first interim
period. Any impairment loss will be measured as of the date of adoption and
recognized as the cumulative effect of a change in accounting principle in the
first interim period.

         In connection with Statement 142's transitional goodwill impairment
evaluation, the Statement will require the Company to perform an assessment of
whether there is an indication that goodwill is impaired as of the date of
adoption. To accomplish this, the Company must identify its reporting units and
determine the carrying value of each reporting unit by assigning the assets and
liabilities, including the existing goodwill and intangible assets, to those
reporting units as of the date of adoption. The Company will then have up to six
months from the date of adoption to determine the fair value of each reporting
unit and compare it to the reporting unit's carrying amount. To the extent a
reporting unit's carrying amount exceeds its fair value, an indication exists
that the reporting unit's goodwill may be impaired and the Company must perform
the second step of the transitional impairment test. In the second step, the
Company must compare the implied fair value of the reporting unit's goodwill,
determined by allocating the reporting unit's fair value to all of its assets
(recognized and unrecognized) and liabilities in a manner similar to a purchase
price allocation in accordance with Statement 141, to its carrying amount, both
of which would be measured as of the date of adoption. This second step is
required to be completed as soon as possible, but no later than the end of the
year of adoption. Any transitional impairment loss will be recognized as the
cumulative effect of a change in accounting principle in the Company's statement
of earnings.

         And finally, any unamortized negative goodwill existing at the date
Statement 142 is adopted must be written off as the cumulative effect of a
change in accounting principle.

         As of the date of adoption, the Company expects to have unamortized
goodwill in the amount of $1,529,000, and unamortized identifiable intangible
assets in the amount of $414,000, all of which will be subject to the transition
provisions of Statements 141 and 142. Amortization expense related to goodwill
was $171,000 for the year ended April 29, 2001. Because of the extensive effort
needed to comply with adopting Statements 141 and 142, it is not practicable to
reasonably estimate the impact of adopting these Statements on the Company's
financial statements at the date of this report, including whether it will be
required to recognize any transitional impairment losses as the cumulative
effect of a change in accounting principle.



                                       29
<PAGE>   32

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         The Company's exposure to market risk is limited primarily to the
fluctuating interest rates associated with variable rate indebtedness which is
subject to interest rate changes in the United States and Eurodollar markets.
The Company does not currently use, and has not historically used, derivative
financial instruments to hedge against such market interest rate risk. At April
29, 2001, the Company had approximately $10.8 million in variable rate
indebtedness outstanding, representing approximately 31% of the Company's total
outstanding indebtedness as of April 29, 2001.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See "Index to Financial Statements" on Page F-1.

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

         None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The names of the executive officers of the Company and certain
information with respect to each of them is set forth below.

<TABLE>
<CAPTION>

         Name                   Age          Position
         ----                   ---          --------
         <S>                   <C>      <C>
         Ayman Sabi              37     President and Chief Executive Officer
         Harry Rosenfeld         39     Chief Financial Officer and Vice President of Finance
         Martin J. Bernholz      49     Secretary and General Counsel

</TABLE>

         Ayman Sabi was elected the Company's President and Chief Executive
Officer in February 1998. He served as Chairman of the Company's Executive
Committee from November 1997 to February 1998. Mr. Sabi became a director of the
Company in February 1997. Mr. Sabi has served as the Chairman and Chief
Executive Officer of SABi International Developments, Inc. ("SABi"), a trading,
contracting and investment company which owns, operates and invests in various
restaurant and retail concepts, both domestically and internationally since
1989. Mr. Sabi also serves as a member of the Board of Directors of various
retail companies and financial institutions including The White House, Inc. and
New Global Holdings.

         Harry Rosenfeld has served as the Company's Chief Financial Officer and
Vice President of Finance since August 2000. From January 2000 to August 2000,
Mr. Rosenfeld was a Vice President and Corporate Controller of UniCapital
Corporation. He was a Vice President and Corporate Controller of Productivity
Point International, Inc. from March 1998 to December 1999. From February 1997
to February 1998, Mr. Rosenfeld served as Senior Director of Business
Strategies for Pro Source Distribution Services, Inc.

         Martin J. Bernholz has served as our Secretary and General Counsel
since February 1998. From 1989 to present, Mr. Bernholz has served as the
President of National Retail Group, Inc. ("NRG"), a real estate and retailing
consulting firm which has provided supportive management services to a variety
of retail companies, and provides services to the Company. (See "Certain
Relationships and Related Transactions"). Mr. Bernholz serves as the Chairman of
the Board of various retail companies and as a member of the Board of Directors
of various retail companies including The White House, Inc. Mr. Bernholz was
retained in October 1997 to provide management consulting services and
administrative direction in the restructuring of Roasters Corporation
("Roasters"), a company in serious financial distress. At the request of the
shareholders of Roasters, Mr. Bernholz accepted the position of Chief Executive
Officer and Director of Roasters at that time. In March 1998, Roasters filed for




                                       30
<PAGE>   33

protection from creditors under Chapter 11 of the Bankruptcy Code, and Mr.
Bernholz relinquished the position of Chief Executive Officer. On behalf of the
same investor group, Mr. Bernholz accepted the offices of Chief Executive
Officer and Director of East Coast Bagels, Inc. ("East Coast"), also in
financial distress, concurrent with action by East Coast in February 1998 to
seek protection from creditors under Chapter 11 of the Bankruptcy Code. Roasters
and East Coast were sold in March 1999 and November 1998, respectively.

         The names of directors of the Company and certain information with
respect to each of them are set forth below.

               Name           Age       Director Since     Term Expires
               ----           ---       --------------     ------------

          Vincent Tan          49       February 1998      November 2001
          Ayman Sabi           37       February 1997      November 2001
          Philip Friedman      54       September 1996     November 2001
          Phillip Ratner       56       March 1997         November 2001
          Alain K.K. Lee       44       January 1998       November 2001

         Vincent Tan was elected Chairman of the Board of Directors of the
Company in February 1998. Mr. Tan is the Chairman and Chief Executive Officer of
Berjaya Group Berhad, a Malaysian company that owns Berjaya, the majority
shareholder of the Company. Mr. Tan has been Chief Executive Officer of Berjaya
Group Berhad since 1984.

         Philip Friedman has served as President of McAlister's, Inc. since
March 1999. Mr. Friedman served as President of Panda Management, Inc. from
January 1996 to March 1999. In addition, since June 1986, Mr. Friedman has
served as the President of P. Friedman & Associates, Inc., a business planning
and management consulting firm. Mr. Friedman is also a director of Eateries,
Inc., Paramark, Inc. and Romacorp, Inc.

         Phillip Ratner, has served as President and Chief Executive Officer of
Furrs Bishop Cafeteria, Inc. (NYSE "CHI"), Richardson, Texas since October 1998.
From June 1994 to May 1998, he was the Chairman of the Board, President and
Chief Executive Officer of Spaghetti Warehouse, Inc. (NYSE "SWH"), Garland,
Texas. From 1984 to 1994, Mr. Ratner served in various executive positions with
Acapulco Restaurants, Inc., Long Beach, California.

         Alain K.K. Lee is currently Vice President of Corporate Affairs and
Franchising for the Company. From 1993 to 1998, Mr. Lee served as the Deputy
General Manager for Berjaya Group Berhad. He has served on the Board of
Directors of Roasters Asia Pacific (Malaysia) since 1994. In addition, Mr. Lee
has served on the Board of Roadhouse Grill Asia Pacific (Malaysia) since 1996.
Mr. Lee has also served as Berjaya Group Berhad's Chief Financial Officer from
1990 to 1993, and Deputy Chief Executive Officer of several other Berjaya Group
Berhad companies from 1993 to 1998. Mr. Lee also serves on the board of
directors of ILTS, Inc. and Taiga Forest Products Ltd.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires our directors and executive
officers and persons who own more than 10% of our common stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership in our common stock. Officers, directors and beneficial
owners of more than 10% of the Company's common stock are required by the
Securities and Exchange Commission regulations to furnish the Company with
copies of all Section 16(a) forms that they file.

         Based solely on a review of the copies of such reports furnished to us,
or written representation that no such reports were required, we believe that
for the fiscal year ended April 29, 2001, all of the Company's officers,
directors and greater than 10% beneficial owners, complied with all Section
16(a) filing requirements applicable to them.



                                       31
<PAGE>   34

ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The following table sets forth the total cash compensation paid or to
be paid, as well as certain other compensation paid or accrued, for services
rendered during the fiscal years ended April 29, 2001, April 30, 2000, and April
25, 1999 by the Chief Executive Officer and the Company's three most highly
compensated executive officers whose total annual salary and bonus exceeded
$100,000 for the fiscal year ended April 29, 2001 (the "Named Executive
Officers"):

<TABLE>
<CAPTION>


                                                                                            Long-term
                                                                                            Compensation
                                                                                            ---------------
                                                Annual Compensation                         Securities
Name and                                      -----------------------       Other Annual    Underlying      All Other
Principal Position              Fiscal Year   Salary ($)     Bonus ($)      Compensation    Options/SARS(#) Compensation ($)(4)
------------------              -----------   ---------      ---------       ------------   --------------- -------------------
<S>                                <C>         <C>            <C>             <C>              <C>               <C>
Ayman Sabi, President and          2001        426,461        170,000         67,858(1)             --           41,727
  Chief Executive Officer          2000        409,153             --         67,848(1)             --           37,384
                                   1999        373,846        120,000             --            15,000               --

Mark Scobee                        2001        171,656         30,000             --             6,000
  Former Vice President            2000        139,422             --             --             7,200
  of Operations(2)                 1999        118,546         30,000         10,000

Harry Rosenfeld                    2001        103,238             --             --             4,400
  Chief Financial Officer          2000             --             --             --                --
  and Vice President of            1999             --             --             --                --
  Finance(3)
</TABLE>

---------

(1)  This amount represents rent and car lease payments made by the Company for
     Mr. Sabi.
(2)  Mr. Scobee's employment with the Company terminated in January 2001.
(3)  Mr. Rosenfeld became the Chief Financial Officer and Vice President of
     Finance of the Company in August 2000.
(4)  Represent Supplemental Executive Retirement Plan ("SERP") contributions
     made by the Company.

OPTION GRANTS TABLE

         No stock options were granted to the Named Executive Officers in fiscal
year 2001.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE

         The following table sets forth certain information concerning the
numbers and intrinsic value of the stock options held by the Named Executive
Officers at April 29, 2001. Year-end values are based on the closing price of
$1.62 per share of the common stock on April 27, 2001, on the Nasdaq National
Market System. They do not reflect the actual amounts, if any, which may be
realized upon the future exercise of remaining stock options and should not be
considered indicative of future stock performance. No options were exercised by
the Named Executive Officers in fiscal year 2001.


<TABLE>
<CAPTION>
                                                        Number of
                                       Shares Underlying Unexercised Options At            Value of Unexercised
                                                  Fiscal Year-end(#)                     In-the-Money Options At
                                                    Exercisable(E)/                   Fiscal Year-end($)Exercisable/
  Name                                             Unexercisable(U)                             Unexercisable
  ----                                             ----------------                             -------------
<S>                                                     <C>                                     <C>
  Ayman Sabi                                            215,000(E)                                $-0-(E)
                                                            -0-(U)                                $-0-(U)

  Harry Rosenfeld                                           -0-(E)                                $-0-(E)
                                                            -0-(U)                                $-0-(U)

  Mark Scobee                                            21,666(E)                                $-0-(E)
                                                            -0-(U)                                $-0-(U)
</TABLE>


COMPENSATION OF DIRECTORS

         Each outside director of the Company receives $2,500 for each Board
Meeting that he attends. The Company schedules four regular meetings of the
Board of Directors per year.



                                       32
<PAGE>   35
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table indicates the share ownership of the Company's
Common Stock, as of July 15, 2001, of directors, Named Executive Officers and 5%
shareholders based on information provided by these individuals and all
directors and executive officers as a whole.

<TABLE>
<CAPTION>

                                                       Total Shares                Percent Beneficially
  Name/address                                      Beneficially Owned                    Owned
  ------------                                      ------------------             --------------------
<S>                                                  <C>                                   <C>
  Vincent Tan                                        6,055,466(1)                         62.3

  Berjaya Group (Cayman) Limited                     6,035,466                            62.2

  Dimensional Fund Advisors Inc.                       497,400(2)                          5.12

  Dr. Christian F. Horn                                516,922(3)                          5.9

  Cupertino Ventures  Partnership III, L.P.            516,922(3)                          5.7

  Ayman Sabi                                           218,000(4)                          2.2

  Philip Friedman                                       25,000(5)                           *

  Phillip Rainer                                        25,000(6)                           *

  Alain K.K. Lee                                        45,000(7)                           *

  Mark Scobee                                              500(8)                           *

  Harry Rosenfeld                                           --                              --

  All directors and executive officers               6,452,266(9)                         63.9
  as a group (8 persons)
</TABLE>

-----------

*  Less than 1%

(1)  Represents (i) 6,035,466 shares beneficially owned by Berjaya and (ii)
     20,000 shares of common stock issuable upon exercise of options
     beneficially owned by Mr. Tan. As Chairman/Chief Executive Officer of
     Berjaya Group Berhad and the owner of 100% of the outstanding shares of
     Berjaya, Mr. Tan may be deemed to be the beneficial owner of all of the
     shares owned by Berjaya in accordance with Rule 13d-3 under the Securities
     and Exchange Act of 1934. Mr. Tan disclaims ownership of the shares
     beneficially owned by Berjaya. The address for Mr. Tan and Berjaya is Level
     28, Menara Shahzan Insas, 30 Jalan Sultan Ismail, 50250 Kuala Lumpur,
     Malaysia.

(2)  Based on information contained in the Schedule 13G filed by the beneficial
     owner on February 2, 2001.

(3)  Represents (i) 16,666 shares of common stock beneficially owned by Dr. Horn
     and (ii) 551,256 shares beneficially owned by Cupertino Ventures
     Partnership III, L.P. ("Cupertino"). As the Managing Partner of Horn
     Ventures II, L.P., a General Partner of Cupertino, Dr. Horn may be deemed
     to the beneficial owner of all the shares owned by Cupertino in accordance
     with Rule 13d-3 under the Securities Exchange Act of 1934. The address for
     Dr. Horn and Cupertino is 20300 Stevens Creek Blvd, Suite 330, Cupertino,
     California, 95104.

(4)  Represents (i) 215,000 shares of common stock issuable upon exercise of
     options beneficially owned by Mr. Sabi and (ii) 3,000 shares of common
     stock beneficially owned by Mr. Sabi. Mr. Sabi is an agent for Arab
     Multinational Investment Company and Societe Financiere Privee S.A. Geneve.
     Mr. Sabi disclaims ownership of (i) 160,565 shares beneficially owned by
     Arab Multinational Investment Company; and (ii) 411,950 shares beneficially
     owned by Societe Financiere Privee S.A. Geneve, in accordance with Rule
     13d-3 under the Securities and Exchange Act of 1934.

(5)  Represents shares of common stock issuable upon exercise of options
     beneficially owned by Mr. Friedman.

(6)  Represents shares of common stock issuable upon exercise of options
     beneficially owned by Mr. Ratner.

(7)  Represents shares of common stock issuable upon exercise of options
     beneficially owned by Mr. Lee.





                                       33
<PAGE>   36

(8)  Represents shares of common stock beneficially owned by Mr. Scobee. The
     information relating to Mr. Scobee's stock ownership is as of January 31,
     2001, the date on which his employment terminated.

(9)  Includes 395,000 shares of common stock issuable upon exercise of options
     beneficially owned by the Company's directors and executive officers.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Berjaya directly or indirectly owns Roadhouse Grill Asia Pacific (H.K.)
Limited ("Roadhouse Grill Hong Kong") and Roadhouse Grill Asia Pacific (Cayman)
Limited ("Roadhouse Grill Asia"). In January 1996, the Company entered into a
Master Development Agreement with Roadhouse Grill Hong Kong which provides for
the development and franchising of Roadhouse Grill restaurants in Hong Kong.
Under the agreement, Roadhouse Grill Hong Kong is not required to develop any
specific number of restaurants in Hong Kong, but any restaurants that it
develops are credited against the development obligations of Roadhouse Grill
Asia under Roadhouse Grill Asia's Master Development Agreement with the Company.
Roadhouse Grill Hong Kong or its affiliates are not required to pay any
franchise or reservation fee for restaurants developed, but they are responsible
for paying or reimbursing approved expenses incurred by Roadhouse Grill in
connection with the opening of each restaurant. In addition, Roadhouse Grill
Hong Kong is required to pay a royalty in connection with the operation of each
of its restaurants in the amount of 2% of gross sales. Under certain
circumstances, Roadhouse Grill Hong Kong or the Company may grant franchises to
third parties in Hong Kong. In that event, the Company is entitled to receive
50% of any franchise and reservation fees and 40% of any royalty fee payable by
the third party franchisee, subject to limitations on the amounts payable to the
Company of $10,000 per restaurant in the case of franchise and reservations fees
and royalty fees based on gross sales. The Company did not recognize royalty
income from Roadhouse Grill Hong Kong for fiscal year 2001

         In January 1996, the Company also entered into a Master Development
Agreement with Roadhouse Grill Asia, which covers countries in Asia and the
Pacific Rim (other than Hong Kong), including but not limited to, Australia,
China, India, Indonesia, Japan, Malaysia, New Zealand, Singapore, South Korea,
the Philippines and Thailand. Under the agreement, Roadhouse Grill Asia is
required to open and maintain at least thirty Roadhouse Grill restaurants during
the first ten years of the term of the agreement, with a minimum of two
restaurants to be developed each year. Under certain circumstances, Roadhouse
Grill Asia or the Company may grant franchises to third parties in the
territory. The fee arrangements under the agreement are substantially the same
as those under the agreement between the Company and Roadhouse Grill Hong Kong.

         As of April 29, 2001, there were three Roadhouse Grill restaurants
operating in Malaysia under the Master Development Agreement with Roadhouse
Grill Asia. the Company has verbally granted Roadhouse Grill Asia an indefinite
period of time to comply with its development schedule. The Company recorded
$40,000 in royalty income from those restaurants during fiscal year 2001.

         On February 14, 2001, Berjaya (which owns approximately 62% of the
Company's common stock) loaned the Company $1.5 million. The loan is evidenced
by a promissory note which bears interest at 10% per annum, is payable by the
Company on demand and is collateralized by intellectual property and certain
unencumbered real and personal property. The note is convertible at any time, at
Berjaya's option, into shares of the Company's common stock. The conversion rate
is based on the fair market value of the common stock on the day of conversion.



                                       34
<PAGE>   37

                                     PART IV

ITEM 14. FINANCIAL STATEMENTS AND EXHIBITS

(a)      LIST OF DOCUMENTS FILED AS PART OF THIS REPORT:

         1.       Consolidated Financial Statements

                  The Consolidated Financial Statements are listed in the
accompanying "Index to Financial Statements" on Page F-1.

         2.       Exhibits

                  The exhibits filed with or incorporated by reference in this
report are as follows:





                                       35
<PAGE>   38

                                INDEX TO EXHIBITS

         The exhibits indicated by an asterisk (*) have been previously filed
with the Securities and Exchange Commission and are incorporated herein by
reference. The exhibits indicated by (+) are being filed herewith.

 Exhibit      Description
 -------      -----------

   3.1*       Articles of Incorporation of the Company (Incorporated by
              reference to Exhibit 3.1 to the Company's Registration Statement
              on Form S-1 as filed with the Securities and Exchange Commission
              on September 26, 1996, as amended (the "Registration Statement")).

   3.2*       Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to
              the Company's Registration Statement).

   10.1*      Form of the Company's Development Agreement (Incorporated by
              reference to Exhibit 10.2 to the Registration Statement).

   10.2*      Form of the Company's Stock Option Agreement (Incorporated by
              reference to Exhibit 10.5 to the Registration Statement).

   10.3*      Assignment and Assumption Agreement, dated March 15, 1995, between
              Roadhouse Waterway, Inc. and Roadhouse Grill Commercial, Inc., for
              property located in Fort Lauderdale, Florida (lease of restaurant
              premises) (Incorporated by reference to Exhibit 10.7 to the
              Registration Statement).

   10.4*      Lease Agreement, dated April 26, 1994, between Piccadilly
              Cafeterias, Inc. and the Company, for property located in Winter
              Park, Florida (lease of restaurant premises) (Incorporated by
              reference to Exhibit 10.8 to the Registration Statement).

   10.5*      Ground Lease, dated May 25, 1995, between Bruno, Inc. and the
              Company, for property located in Sandy Springs, Georgia (lease of
              restaurant premises) (Incorporated by reference to Exhibit 10.9 to
              the Registration Statement).

   10.6*      Lease, dated April 17, 1995, between Captec Net Lease Realty, Inc.
              and New York Roasters, for property located in Cheektowaga, New
              York (lease of restaurant premises, assumed by the Company)
              (Incorporated by reference to Exhibit 10.10 to the Registration
              Statement).

   10.7*      1994 Registration Rights Agreement, dated February 10, 1994
              (Incorporated by reference to Exhibit 10.19 to the Registration
              Statement).




                                       36
<PAGE>   39
 Exhibit      Description
 -------      -----------

   10.8*      Amendment to 1994 Registration Rights Agreement, dated June 8,
              1994 (Incorporated by reference to Exhibit 10.20 to the
              Registration Statement).

   10.9*      Amendment to 1994 Registration Rights Agreement, dated July 26,
              1996 (Incorporated by reference to Exhibit 10.21 to the
              Registration Statement).

   10.10*     Purchase and Sale Agreement, dated August 30, 1996, between
              Roadwear, Inc. and the Company, relating to the Kendall restaurant
              (Incorporated by reference to Exhibit 10.28 to the Registration
              Statement).

   10.11*     Master Development Agreement, dated January 5, 1996, between the
              Company and Roadhouse Grill Asia (Incorporated by reference to
              Exhibit 10.31 to the Registration Statement).

   10.12*     Amended and Restated 1994 Stock Option Plan (Incorporated by
              reference to Exhibit 10.37 to the Registration Statement).

   10.13*     Stock Purchase Agreement dated May 26, 1995 between the Company
              and the several purchasers named in Schedule I (Incorporated by
              reference to Exhibit 10.38 to the Registration Statement).

   10.14*     Investment Agreement, dated October 25, 1995 between Berjaya and
              the Company (Incorporated by reference to Exhibit 10.39 to the
              Registration Statement).

   10.15*     Master Lease Agreement between the Company and Pacific Financial
              Company, dated June 2, 1997 (Incorporated by reference to Exhibit
              10.42 to the Company's Quarterly Report on Form 10-Q for the
              fiscal quarter ended June 29, 1997).

   10.16*     Severance Agreement dated July 29, 1997, between the Company and
              John David Toole III (Incorporated by reference to Exhibit 4.8 to
              the Company's Registration Statement on Form S-8 dated August 19,
              1997).

   10.17*     Loan and Security Agreement by and between the Company and Finova
              Capital Corporation, dated September 12, 1997 (Incorporated by
              reference to Exhibit 10.44 to the Company's Quarterly Report on
              Form 10-Q for the fiscal quarter ended September 28, 1997).

   10.18*     Mortgage and Security Agreement by and between the Company and
              Finova Capital Corporation, dated September 5, 1997 (Incorporated
              by reference to Exhibit 10.45 to the Company's Quarterly Report on
              Form 10-Q for the fiscal quarter ended September 28, 1997).

   10.19*     Promissory Note, dated September 5, 1997, made by the Company in
              favor of Finova Capital Corporation (Incorporated by reference to
              Exhibit 10.46 to the Company's Quarterly Report on Form 10-Q for
              the fiscal quarter ended September 28, 1997).

   10.20*     Agreement for Purchase and Sale of Membership Interest in Boca
              Roadhouse, L.C., a limited liability company, dated December 15,
              1997 (Incorporated by reference to Exhibit 10.47 to the Company's
              Annual Report on Form 10-K405 for the fiscal year ended December
              28, 1997).



                                       37
<PAGE>   40
 Exhibit      Description
 -------      -----------

   10.21*     Roadhouse Grill, Inc. Deferred Compensation Plan. Effective
              June 3, 1997 (Incorporated by reference to Exhibit 10.48 to the
              Company's Annual Report on Form 10-K405 for the fiscal year
              ended December 28, 1997).

   10.22*     Amendment dated December 1, 1997 to that Master Development
              Agreement executed January 5, 1996 by and between Roadhouse Grill,
              Inc. and Roadhouse Grill Asia Pacific (H.K.) Limited (Incorporated
              by reference to Exhibit 10.49 to the Company's Annual Report on
              Form 10-K405 for the fiscal year ended December 28, 1997).

   10.23*     Amendment dated December 1, 1997 to that Master Development
              Agreement executed January 5, 1996 by and between Roadhouse Grill,
              Inc. and Roadhouse Grill Asia Pacific (Cayman) Limited
              (Incorporated by reference to Exhibit 10.50 to the Company's
              Annual Report on Form 10-K405 for the fiscal year ended
              December 28, 1997).

   10.24*     Loan and Security Agreement by and between the Company and Finova
              Capital Corporation, dated March 27, 1998 (Incorporated by
              reference to Exhibit 10.51 to the Company's Quarterly Report on
              Form 10-Q for the fiscal quarter ended March 29, 1998).

   10.25*     Promissory Note, dated March 27, 1998, made by the Company in
              favor of Finova Capital Corporation (Incorporated by reference to
              Exhibit 10.52 to the Company's Quarterly Report on Form 10-Q
              for the fiscal quarter ended March 29, 1999).

   10.26*     Roadhouse Grill, Inc. 1998 Omnibus Stock Option Plan, effective
              July 1, 1998 (Incorporated by reference to Exhibit A to the
              Company's Proxy Statement on Schedule 14A filed November 2, 1998).

   10.27*     Lease Agreement by and between the Company and FFCA Acquisition
              Corporation, dated August 19, 1998 (Incorporated by reference to
              Exhibit 10.54 to the Company's Quarterly Report on Form 10-Q
              for the fiscal quarter ended January 24, 1999).

   10.28*     Lease Agreement and Construction Addendum by and between the
              Company and CNL APF Partners, L.P., dated September 15, 1998
              (Incorporated by reference to Exhibit 10.55 to the Company's
              Quarterly Report on Form 10-Q for the fiscal quarter ended
              January 24, 1999).

   10.29*     Master Security Agreement and Schedule No. 1 by and between the
              Company and Pacific Financial Company, dated January 14, 1999
              (Incorporated by reference to Exhibit 10.56 to the Company's
              Quarterly Report on Form 10-Q for the fiscal quarter ended
              January 24, 1999).

   10.30*     Revolving Loan Agreement with FINOVA Capital Corporation
              (Incorporated by reference to Exhibit 10.57 to the Company's
              Quarterly Report on Form 10-Q for the fiscal quarter ended
              October 24, 1999).

   10.31*     Promissory Note with First Union National Bank (Incorporated by
              reference to Exhibit 10.58 to the Company's Quarterly Report
              on Form 10-Q for the fiscal quarter ended October 24, 1999).

   10.32*     Convertible Secured Promissory Note, dated February 14, 2001, made
              by the Company in favor of Berjaya (Incorporated by reference to
              Exhibit 10.1 to the Company's Quarterly Report for the fiscal
              quarter ended January 28, 2001).

   10.33*     Promissory Notes and Forbearance Agreement with Colorado Boxed
              Beef Company (Incorporated by reference to Exhibit 10.2 to the
              Company's Quarterly Report on Form 10-Q for the fiscal quarter
              ended January 28, 2001).

   10.34*     Repayment Plan between the Company and Tinsley Advertising &
              Marketing, Inc. (Incorporated by reference to Exhibit 10.3 to the
              Company's Quarterly Report on Form 10-Q for the fiscal quarter
              ended January 28, 2001).

   21.1*      Subsidiaries of the Registrant (Incorporated by reference to
              Exhibit 21.1 to the Company's Annual Report on Form 10-K405 for
              the fiscal year ended April 30, 2000).

   23.1       Consent of Independent Certified Public Accountants.

(b)      REPORTS ON FORM 8-K:

         The Company filed no reports on Form 8-K during the period covered by
this Form 10-K.



                                       38
<PAGE>   41
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on this 14th day of
August, 2001.

                                       ROADHOUSE GRILL, INC.


                                       By: /s/ Ayman Sabi
                                           -------------------------------------
                                               Ayman Sabi
                                               President and Chief Executive
                                               Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Name                                        Capacity                                             Date
----                                        --------                                             ----

<S>                                         <C>                                                  <C>
/s/ Ayman Sabi                              President, Chief Executive Officer (Principal        August 14, 2001
---------------------------                 Executive Officer) and Director
Ayman Sabi


/s/ Harry Rosenfeld                         Chief Financial Officer and Vice President of        August 14, 2001
---------------------------                 Finance (Principal Financial Officer and
Harry Rosenfeld                             Principal Accounting Officer)


                                            Chairman of the Board of Directors
---------------------------
Vincent Tan


                                            Director
---------------------------
Philip Friedman


/s/ Phillip Ratner                          Director                                             August 14, 2001
------------------------------------
Phillip Ratner


/s/ Alain K.K. Lee                          Director                                             August 14, 2001
---------------------------
Alain K.K. Lee

</TABLE>



                                       39
<PAGE>   42


                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                                                                    Page
                                                                                                                    ----

<S>                                                                                                                    <C>
Independent Auditors' Report ......................................................................................  F-2

Consolidated Balance Sheets as of April 29, 2001 and April 30, 2000 ................................................ F-3

Consolidated Statements of Operations for the Fifty-Two Weeks Ended April 29,2001,
  the Fifty-Three Weeks Ended April 30, 2000, and the Fifty-Two Weeks Ended April 25, 1999.........................  F-4

Consolidated Statements of Changes in Shareholders' Equity for the Fifty-Two Weeks Ended
  April 29, 2001, the Fifty-Three Weeks Ended April 30, 2000, and the Fifty-Two Weeks Ended
  April 25, 1999 ................................................................................................... F-5

Consolidated Statements of Cash Flows for the Fifty-Two Weeks Ended April 29, 2001,
  the Fifty-Three Weeks Ended April 30, 2000, and the Fifty-Two Weeks Ended April 25, 1999.......................... F-6

Notes to Consolidated Financial Statements ......................................................................... F-8

</TABLE>


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

As discussed in Note 2 of the Consolidated Financial Statements of Roadhouse
Grill, Inc. (the "Company") included herein, the Company announced on August 1,
2001 that it had determined to restate previously reported interim and annual
financial statements. The restatement corrects various errors the Company
identified as a result of its review of its accounting records with respect to
historical financial statements. The Company believes that the consolidated
balance sheets as of April 29, 2001 and April 30, 2000 and the results for the
fifty-two weeks ended April 29, 2001, the fifty-three weeks ended April 30,
2000, and the fifty-two weeks ended April 25, 1999 presented herein are in
accordance with accounting principles generally accepted in the United States of
America.



                                      F-1
<PAGE>   43

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Roadhouse Grill, Inc.:

We have audited the accompanying consolidated balance sheets of Roadhouse Grill,
Inc. and subsidiaries as of April 29, 2001 and April 30, 2000 and the related
consolidated statements of operations, changes in shareholders' equity and cash
flows for the fifty-two weeks ended April 29, 2001, the fifty-three weeks ended
April 30, 2000, and the fifty-two weeks ended April 25, 1999. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Roadhouse Grill,
Inc. and subsidiaries as of April 29, 2001 and April 30, 2000 and the results of
their operations and their cash flows for the fifty-two weeks ended April 29,
2001, the fifty-three weeks ended April 30, 2000, and the fifty-two weeks ended
April 25, 1999 in conformity with accounting principles generally accepted in
the United States of America.

As discussed in Note 2, the accompanying consolidated balance sheets as of April
30, 2000 and April 25, 1999, and the related consolidated statements of
operations, changes in shareholders' equity and cash flows for the fifty-three
weeks ended April 30, 2000 and the fifty-two weeks ended April 25, 1999 have
been restated.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company has experienced significant cash
flow problems and a net loss of $15.9 million for the year ended April 29,
2001. The Company is also in default of certain of its loan facilities'
covenants and payment provisions which may result in an acceleration of the
amounts owed under the Company's loan facilities. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

As discussed in Note 1 to the consolidated financial statements, the Company
changed its accounting for pre-opening costs in 2000.

/s/ KPMG LLP

August 1, 2001
Fort Lauderdale, Florida



                                      F-2
<PAGE>   44

                              ROADHOUSE GRILL, INC.
                           CONSOLIDATED BALANCE SHEETS
                        April 29, 2001 and April 30, 2000

                     ($ in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                     April 29,         April 30,
                                                                       2001              2000
                                                                    ---------         ---------
                                                                                     (As restated)
<S>                                                                  <C>               <C>
                                 Assets

Current assets:
  Cash and cash equivalents .................................        $   1,582         $     378
  Accounts receivable .......................................            1,512               741
  Income Tax Receivable .....................................            2,253                --
  Inventory .................................................            1,462             1,622
  Prepaid expenses ..........................................            2,080             2,127
                                                                     ---------         ---------
     Total current assets ...................................            8,889             4,868

Note receivable .............................................               --                84
Property & equipment, net ...................................           87,204            92,204
Intangible assets, net of accumulated amortization of $557
  and $386 at April 29, 2001 and April 30, 2000, respectively            2,105             2,227
Deferred tax assets, net ....................................               --             2,394
Other assets ................................................            2,130             2,637
                                                                     ---------         ---------

      Total assets ..........................................        $ 100,328         $ 104,414
                                                                     =========         =========

                     Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable ..........................................        $   6,382         $  11,666
  Accrued expenses ..........................................            8,818             7,781
  Convertible note payable due to shareholder ...............            1,500                --
  Note payable to vendor ....................................            5,902                --
  Current portion of long-term debt .........................           33,077             1,252
  Current portion of capital lease obligations ..............            1,013             1,280
                                                                     ---------         ---------
      Total current liabilities .............................           56,692            21,979

Long-term debt ..............................................            1,936            24,409
Capital lease obligations ...................................            4,729             5,199
                                                                     ---------         ---------

     Total liabilities ......................................           63,357            51,587

Shareholders' equity:
  Preferred stock $0.01 par value. Authorized 10,000,000
      shares; issued and outstanding 0 shares as of April
      29, 2001 and April 30, 2000............................               --                --
  Common stock $0.03 par value.  Authorized 30,000,000
      shares; issued and outstanding 9,708,741 shares as of
      April 29, 2001 and April 30, 2000 .....................              291               291
  Additional paid-in capital ................................           50,039            50,039
  Retained (deficit) earnings ...............................          (13,359)            2,497
                                                                     ---------         ---------

      Total shareholders' equity ............................           36,971            52,827
                                                                     ---------         ---------
      Total liabilities and shareholders' equity ............        $ 100,328         $ 104,414
                                                                     =========         =========
</TABLE>


          See accompanying notes to consolidated financial statements.



                                      F-3
<PAGE>   45
                              ROADHOUSE GRILL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
       For the Fifty-Two Weeks Ended April 29, 2001, the Fifty-Three Weeks
       Ended April 30, 2000, and the Fifty-Two Weeks Ended April 25, 1999

                     ($ in thousands, except per share data)

<TABLE>
<CAPTION>

                                                  April 29, 2001      April 30, 2000     April 25, 1999
                                                  --------------      --------------     --------------
                                                                      (As restated)      (As restated)

<S>                                                <C>                 <C>                 <C>
TOTAL REVENUES ............................        $   168,055         $   148,897         $   121,067
Cost of restaurant sales:
   Food and beverage ......................             59,112              50,268              40,606

   Labor and benefits .....................             54,059              43,512              33,969

   Occupancy and other ....................             39,269              30,067              23,089

   Pre-opening expenses ...................              2,481               2,387               1,318
                                                   -----------         -----------         -----------
     Total cost of restaurant
       sales ..............................            154,921             126,234              98,982

Depreciation and amortization .............             10,297               8,560               7,351

General and administrative
  expenses ................................             10,954               8,241               6,766

Impairment of long-lived assets ...........              3,066                  --                  --
                                                   -----------         -----------         -----------
     Total operating expenses .............            179,238             143,035             113,099
                                                   -----------         -----------         -----------
Operating (loss) income ...................            (11,183)              5,862               7,968

Other income (expense):
   Interest expense, net ..................             (3,655)             (2,301)             (2,210)
   Equity in loss of
     affiliates ...........................                 --                  --                  (3)

   Other, net .............................                800                  --                  --
                                                   -----------         -----------         -----------
     Total other expense ..................             (2,855)             (2,301)             (2,213)
                                                   -----------         -----------         -----------
     (Loss) income  before income
        taxes and cumulative
        effect of change in
        accounting principle ..............            (14,038)              3,561               5,755

     Income tax expense ...................              1,818                  78                  47
                                                   -----------         -----------         -----------
     (Loss) income before
        cumulative change in
        accounting principle ..............            (15,856)              3,483               5,708

     Cumulative effect of change
        in accounting principle
        (net of tax benefit
        of $248) ..........................                 --                (877)                 --
                                                   -----------         -----------         -----------
Net (loss) income .........................        $   (15,856)        $     2,606         $     5,708
                                                   ===========         ===========         ===========
Basic net (loss) income per
 common share:
   Basic (loss) income before
     cumulative effect of change
     in accounting principle ..............        $     (1.63)        $      0.36         $      0.60
   Cumulative effect of change
     in accounting principle ..............                 --               (0.09)                 --
                                                   -----------         -----------         -----------
Basic net (loss) income per
  common share: ...........................        $     (1.63)        $      0.27         $      0.60
                                                   ===========         ===========         ===========

Diluted net (loss) income per common share:
   Diluted (loss) income before
     cumulative effect of change
     in accounting principle ..............        $     (1.63)        $      0.36         $      0.59
   Cumulative effect of change in
     accounting principle .................                 --               (0.09)                 --
                                                   -----------         -----------         -----------
Diluted net (loss) income per
  common share ............................        $     (1.63)        $      0.27         $      0.59
                                                   ===========         ===========         ===========

Weighted average common shares
  outstanding .............................          9,708,741           9,708,741           9,536,631
                                                   ===========         ===========         ===========
Weighted average common shares
  and share equivalents
  outstanding-assuming dilution ...........          9,708,741           9,792,019           9,668,469
                                                   ===========         ===========         ===========
</TABLE>

          See accompanying notes to consolidated financial statements.



                                      F-4
<PAGE>   46



                              ROADHOUSE GRILL, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
       For the Fifty-Two Weeks Ended April 29, 2001, the Fifty-Three Weeks
       Ended April 30, 2000, and the Fifty-Two Weeks Ended April 25, 1999

                                ($ in thousands)

<TABLE>
<CAPTION>

                                                                                                          Retained
                                  Preferred Stock              Common Stock             Additional       (Deficit)
                               ---------------------     -------------------------        Paid-in         Earnings       Total
                               Shares       Amount         Shares          Amount         Capital      (As restated)  (As restated)
                               ------      ---------     ---------       ---------       ---------       ---------    ------------
<S>                            <C>         <C>        <C>             <C>             <C>                <C>           <C>
Balance April 26, 1998 ..         --       $      --     9,305,408       $     279       $  48,536       $  (5,817)    $  42,998
  Stock options exercised         --              --         3,333              --              15              --            15
  Conversion of debt
   to equity ............         --              --       400,000              12           1,488              --         1,500
  Net income ............         --              --            --              --              --           5,708         5,708
                                ----       ---------     ---------       ---------       ---------       ---------     ---------
Balance April 25, 1999 ..         --              --     9,708,741             291          50,039            (109)       50,221
   Net income ...........         --              --            --              --              --           2,606         2,606
                                ----       ---------     ---------       ---------       ---------       ---------     ---------
Balance April 30, 2000 ..         --              --     9,708,741             291          50,039           2,497        52,827
    Net loss ............         --              --            --              --              --         (15,856)      (15,856)
                                ----       ---------     ---------       ---------       ---------       ---------     ---------
Balance April 29, 2001 ..         --       $      --     9,708,741       $     291       $  50,039       $ (13,359)    $  36,971
                                ====       =========     =========       =========       =========       =========     =========
</TABLE>



          See accompanying notes to consolidated financial statements.



                                      F-5
<PAGE>   47
                              ROADHOUSE GRILL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       For the Fifty-Two Weeks Ended April 29, 2001, the Fifty-Three Weeks
       Ended April 30, 2000, and the Fifty-Two Weeks Ended April 25, 1999
                                ($ in thousands)

<TABLE>
<CAPTION>

                                                        April 29,        April 30        April 25,
                                                          2001             2000             1999
                                                        --------         --------         --------
                                                                      (As restated)    (As restated)
<S>                                                     <C>              <C>              <C>
Cash flows from operating activities
   Net (loss) income ...........................        $(15,856)        $  2,606         $  5,708
   Adjustments to reconcile net (loss) income
     to net cash (used in) provided by operating
     activities:
     Depreciation and amortization .............          10,297            8,560            8,669
     Provision for bad debt ....................              --               83               --
     Deferred tax expense (benefit) ............           2,394             (170)          (1,823)
     Equity in net income (loss) of affiliate ..              --               --                3
     Cumulative effect of change in
       accounting principle ....................              --            1,125               --
     Impairment of long-lived assets ...........           3,066               --               --
     Changes in assets and liabilities:
     (Increase) decrease in accounts
       receivable ..............................            (771)             538           (1,037)
     Increase in income tax receivable .........          (2,253)              --               --
     Decrease (increase) in inventory ..........             160             (441)            (208)
     (Increase) in pre-opening costs ...........              --               --           (1,476)
     Decrease (increase) in prepaid expenses ...              47           (1,135)            (450)
     Decrease (increase) in other assets .......             507              520              361
     (Decrease) increase in accounts payable ...          (5,284)           6,974             (166)
     Increase in notes payable to vendor .......           5,902               --               --
     Increase (decrease) in accrued expenses ...           1,037            3,160             (928)
                                                        --------         --------         --------
       Net cash (used in) provided by operating
         activities ............................            (754)          21,820            8,653
                                                        --------         --------         --------
Cash flows from investing activities
   Dividends received from affiliate ...........              --               --               93
   Advances to affiliates, net .................              --               --                9
   Payments for intangibles ....................              --             (404)             (20)
   Acquisition of restaurant, net of cash
     acquired ..................................              --               --           (1,359)
   Payment received from note from related party              --               --            1,000
   Payment received from notes receivable ......              84               --              128
   Proceeds from sale-leaseback transactions ...           7,244            5,700            2,787
   Purchase of property and equipment ..........         (14,796)         (32,500)         (14,592)
                                                        --------         --------         --------
       Net cash used in investing activities ...          (7,468)         (27,204)         (11,954)
                                                        --------         --------         --------
Cash flows from financing activities
   Proceeds from loan from related party .......           1,500               --               --
   Proceeds from long-term debt ................          11,123            7,196            2,651
   Repayment of long-term debt .................          (1,771)          (1,039)            (741)
   Payments on capital lease obligations .......          (1,426)          (1,370)          (1,204)
   Proceeds from issuance of common stock ......              --               --               15
                                                        --------         --------         --------
       Net cash provided by financing
         activities ............................           9,426            4,787              721
                                                        --------         --------         --------

Increase (Decrease) in cash and cash equivalents           1,204             (597)          (2,580)
Cash and cash equivalents at beginning of
  year .........................................             378              975            3,555
                                                        ========         ========         ========
Cash and cash equivalents at end of year .......        $  1,582         $    378         $    975
                                                        ========         ========         ========
Supplementary disclosures:
   Interest paid ...............................        $  3,515         $  2,782         $  2,532
                                                        ========         ========         ========
   Income taxes paid ...........................        $    821         $    923         $  2,223
                                                        ========         ========         ========
</TABLE>




                                      F-6
<PAGE>   48



Non-cash investing and financing activities:

During, the fifty-three weeks ended April 30, 2000, the Company entered into
four sale-leaseback transactions that have been accounted for as capital leases
for real estate in the amount of $3.6 million. No gain or loss was deferred or
recognized in connection with these transactions.

During the fifty-two weeks ended April 25, 1999, the Company issued 400,000
shares of common stock to Berjaya Group (Cayman) Limited ("Berjaya"), the
Company's majority shareholder. The transaction was consummated pursuant to
approval by the Board of Directors to convert $1.5 million of debt outstanding
into common stock at a price of $3.75 per share.

During the fifty-two weeks ended April 25, 1999, the Company entered into four
sale-leaseback transactions that have been accounted for as capital leases for
real estate in the amount of $3.8 million. No gain or loss was deferred or
recognized in connection with these transactions.

          See accompanying notes to consolidated financial statements.



                                      F-7
<PAGE>   49

                             ROADHOUSE GRILL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               April 29, 2001, April 30, 2000, and April 25, 1999

(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    (a) BUSINESS

                  Roadhouse Grill, Inc. (the "Company") was incorporated under
the laws of the state of Florida in 1992. The principal business of the Company
is the operation of specialty restaurants. The Company has also granted
franchises and licenses to operate restaurants under the "Roadhouse Grill" name.

                  The consolidated financial statements include the financial
statements of Roadhouse Grill, Inc., and its subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.

                  The Company was founded in 1992 and opened its first Roadhouse
Grill restaurant in Pembroke Pines, Florida (the greater Fort Lauderdale area)
in 1993. As of April 29, 2001, there were 83 Company-owned Roadhouse Grill
restaurants located in Alabama, Arkansas, Florida, Georgia, Louisiana,
Mississippi, New York, North Carolina, Ohio, South Carolina and Tennessee. Of
these, 35 are located in Florida. The Company also has three franchised
locations in Malaysia; one franchised location in Brasilia, Brazil; and three
franchised locations in Las Vegas, Nevada.

                  On July 6, 2000, the Company entered into a joint venture
agreement with Cremonini S.p.A. ("Cremonini Group"), a leading publicly traded
Italian conglomerate, specializing in the food service industry in Europe. Under
the joint venture agreement, the Cremonini Group is authorized to open and
operate at least 60 Roadhouse Grill restaurants in Italy, France, Spain, Great
Britain and other principal European countries by the year 2004. The Company
expects that the joint venture will open its first Roadhouse Grill restaurant in
Milan, Italy by November 2001.

    (b) PROPERTY AND EQUIPMENT

                  Property and equipment are carried at cost less accumulated
depreciation. The cost of restaurants held under capital leases is recorded at
the lower of the net present value of the minimum lease payments or the fair
value of the leased property at the inception of the lease. Repairs and
maintenance are charged to expense as incurred. Major renewals and betterments,
which substantially extend the useful life of the property, are capitalized and
depreciated over the useful life of the asset. When assets are retired or
otherwise disposed of, the cost and accumulated depreciation are removed from
their respective accounts and any gain or loss is recognized.

                  Depreciation is calculated using the straight-line method over
the estimated useful lives of the assets. Amortization of capitalized leased
assets is calculated using the straight-line method over the shorter of the
estimated useful life of the leased asset or the lease term.

                  The Company accounts for long-lived assets in accordance with
the provisions of Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be
Disposed Of". This Statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to the future net cash flows
expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell.

                  During the third quarter of 2001, the Company recognized an
impairment loss of $3.1 million for the write-down of assets at four
Company-owned restaurants.



                                      F-8
<PAGE>   50

         (c) INTANGIBLE ASSETS

                  Intangible assets consist primarily of goodwill recorded as a
result of restaurant acquisitions and are being amortized on a straight-line
basis over 16-17 years, the lease terms of the respective restaurant properties.
The Company evaluates whether changes have occurred that would require revision
of the remaining estimated useful life of the assigned goodwill or render
goodwill not recoverable. If such circumstances arise, the Company uses
undiscounted future cash flows to determine whether the goodwill is recoverable.

         (d) CASH AND CASH EQUIVALENTS

                  The Company considers all short-term investments with an
original maturity of three months or less to be cash equivalents.

         (e) INVENTORY

                  Inventories are valued at the lower of cost (based on
first-in, first-out inventory costing) or net realizable value and consist
primarily of restaurant food items, beverages and paper supplies.

         (f) INCOME TAXES

                  Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

         (g) PRE-OPENING COSTS

                  Pre-opening costs are costs incurred in the opening of new
stores (primarily payroll costs). During the first quarter of fiscal year 2000,
the Company adopted the provisions of Statement of Position 98-5, "Reporting for
the Costs of Start-up Activities", which requires that pre-opening costs be
expensed as incurred. Previously, the Company amortized pre-opening costs over a
twelve-month period. The cumulative effect of the change was $877,000, net of
taxes. Deferred costs related to sites subsequently determined to be
unsatisfactory and general site selection costs which cannot be identified with
a specific restaurant are charged to operations.

         (h) FISCAL YEAR

                  The Company's fiscal year ends on the last Sunday in April.

         (i) USE OF ESTIMATES

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

         (j) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

                  The estimated fair values of financial instruments have been
determined based on available information and appropriate valuation
methodologies. The carrying amounts of accounts receivable, accounts payable and
accrued expenses approximate fair value due to the short-term nature of the
accounts. The fair value of long-term debt is estimated based on market rates of
interest currently available to the Company. The carrying values of long-term
debt and capital leases at April 29, 2001 and April 30, 2000 approximate fair
value.



                                      F-9
<PAGE>   51

         (k) REVENUE RECOGNITION

                  Total revenues include sales at Company-owned restaurants,
royalties received from restaurants operating under franchise agreements,
revenue earned from game rooms and vending machines, and fees earned under
management agreements.

         (l) ADVERTISING COSTS

                  The Company expenses all advertising costs as incurred.
Advertising expense for the fifty-two weeks ended April 29, 2001, the
fifty-three weeks ended April 30, 2000 and the fifty-two weeks ended April 25,
1999 was $3.5 million, $4.4 million, $4.0 million, respectively.

                  Advertising expense is included within "occupancy and other"
in the accompanying consolidated statements of operations.

         (m) RECLASSIFICATIONS

                  Certain prior year balances have been reclassified to conform
to the current presentation.

         (n) NEW ACCOUNTING STANDARDS

                  In June 1998, the Financial Accounting Standards Board
("FASB") issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." Among other provisions, SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and hedging activities. It also
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. SFAS No. 133 is effective for financial statements for fiscal
years beginning after June 15, 2000. There is no impact to the Company.

                  On March 31, 2000, the FASB issued FASB Interpretation No. 44,
"Accounting for Certain Transactions Involving Stock Compensation - An
Interpretation of APB Opinion No. 25" (FIN 44). This interpretation provides
guidance for issues that have arisen in applying APB Opinion No. 25, "Accounting
for Stock Issued to Employees". FIN 44 applies prospectively to new awards,
exchanges of awards in a business combination, modifications to outstanding
awards, and changes in grantee status that occur on or after July 1, 2000,
except for the provisions related to repricings and the definition of an
employee which apply to awards issued after December 15, 1998. The provisions
related to modifications to fixed stock option awards to add a reload feature
are effective for awards modified after January 12, 2000. The implementation of
FIN 44 did not have a material impact on the Company's consolidated financial
statements and notes thereto.

         In July 2001, the FASB issued Statement No. 141, "Business
Combinations", and Statement No. 142, "Goodwill and Other Intangible Assets".
Statement 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001 as well as all purchase
method business combinations completed after June 30, 2001. Statement 141 also
specifies criteria that intangible assets acquired in a purchase method business
combination must meet to be recognized and reported apart from goodwill, noting
that any purchase price allocable to an assembled workforce may not be accounted
for separately. Statement 142 will require that goodwill and intangible assets
with indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of Statement 142.
Statement 142 will also require that intangible assets with estimable useful
lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with FAS
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of".

         The Company is required to adopt the provisions of Statement 141
immediately, except with regard to business combinations initiated prior to July
1, 2001, which it expects to account for using the pooling-of-interests method,
and Statement 142 effective April 28, 2002. Furthermore, goodwill and intangible
assets determined to have an indefinite useful life acquired in a purchase
business combination completed after June 30, 2001, but before Statement 142 is
adopted in full will not be amortized, but will continue to be evaluated for
impairment in




                                      F-10
<PAGE>   52

accordance with the appropriate pre-Statement 142 accounting literature.
Goodwill and intangible assets acquired in business combinations completed
before July 1, 2001 will continue to be amortized and tested for impairment in
accordance with the appropriate pre-Statement 142 accounting requirements prior
to the adoption of Statement 142.

         Statement 141 will require, upon adoption of Statement 142, that the
Company evaluate its existing intangible assets and goodwill that were acquired
in a prior purchase business combination, and to make any necessary
reclassifications in order to conform with the new criteria in Statement 141 for
recognition apart from goodwill. Upon adoption of Statement 142, the Company
will be required to reassess the useful lives and residual values of all
intangible assets acquired, and make any necessary amortization period
adjustments by the end of the first interim period after adoption. In addition,
to the extent an intangible asset is identified as having an indefinite useful
life, the Company will be required to test the intangible asset for impairment
in accordance with the provisions of Statement 142 within the first interim
period. Any impairment loss will be measured as of the date of adoption and
recognized as the cumulative effect of a change in accounting principle in the
first interim period.

         In connection with Statement 142's transitional goodwill impairment
evaluation, the Statement will require the Company to perform an assessment of
whether there is an indication that goodwill is impaired as of the date of
adoption. To accomplish this, the Company must identify its reporting units and
determine the carrying value of each reporting unit by assigning the assets and
liabilities, including the existing goodwill and intangible assets, to those
reporting units as of the date of adoption. The Company will then have up to six
months from the date of adoption to determine the fair value of each reporting
unit and compare it to the reporting unit's carrying amount. To the extent a
reporting unit's carrying amount exceeds its fair value, an indication exists
that the reporting unit's goodwill may be impaired and the Company must perform
the second step of the transitional impairment test. In the second step, the
Company must compare the implied fair value of the reporting unit's goodwill,
determined by allocating the reporting unit's fair value to all of its assets
(recognized and unrecognized) and liabilities in a manner similar to a purchase
price allocation in accordance with Statement 141, to its carrying amount, both
of which would be measured as of the date of adoption. This second step is
required to be completed as soon as possible, but no later than the end of the
year of adoption. Any transitional impairment loss will be recognized as the
cumulative effect of a change in accounting principle in the Company's statement
of operations.

         And finally, any unamortized negative goodwill existing at the date
Statement 142 is adopted must be written off as the cumulative effect of a
change in accounting principle.

         As of the date of adoption, the Company expects to have unamortized
goodwill in the amount of $1,529,000, and unamortized identifiable intangible
assets in the amount of $414,000, all of which will be subject to the transition
provisions of Statements 141 and 142. Amortization expense related to goodwill
was $171,000 for the year ended April 29, 2001. Because of the extensive effort
needed to comply with adopting Statements 141 and 142, it is not practicable to
reasonably estimate the impact of adopting these Statements on the Company's
financial statements at the date of this report, including whether it will be
required to recognize any transitional impairment losses as the cumulative
effect of a change in accounting principle.

(2) RESTATEMENT

         The balance sheet as of April 29, 2001 includes an adjustment to reduce
the beginning retained earnings balance by $1,362,000 which corrects various
errors by the Company identified as a result of a review of its accounting
records with respect to historical financial statements. The $1,362,000 is
comprised of reductions in net income for the fifty-three weeks ended April 30,
2000 and the fifty-two weeks ended April 25, 1999 of $906,000 and $300,000,
respectively, as discussed below and a reduction in retained earnings at April
25, 1998 of $156,000. The impact of the prior period adjustment of $156,000 was
not material to any prior period's results of operations or financial condition.

         Restatement of the balance sheet as of April 30, 2000 and the results
of operations for the fifty-three weeks then ended consists of the following
adjustments: an increase in food and beverage expense of $287,000; an increase
in occupancy and other expense of $1,057,000 to record additional accruals for
property tax, rent, advertising and legal expense; an increase in labor and
benefits of $312,000 to record additional insurance and payroll expense; an
increase in depreciation and amortization of $49,000 to record additional
amortization expense; a reduction in income tax expense of $723,000 and a
reduction in cumulative effect of change in accounting



                                      F-11
<PAGE>   53

principle of $76,000. The net impact of the restatement described above resulted
in a decrease in net income and basic and diluted earnings per share for the
fifty-three weeks ended April 30, 2000 of $906,000 and $0.10 and $0.09 per
share, respectively.

         Restatement of the balance sheet as of April 25, 1999 and the results
of operations for the fifty-two weeks then ended consists of the following
adjustments: an increase in occupancy and other expense of $414,000 to record
additional accruals for property tax, rent, advertising and legal expense; an
increase in labor and benefits expense of $72,000 to record insurance and
payroll expense; and a reduction in income tax expense of $186,000. The net
impact of the restatement described above resulted in a decrease in net income
and both basic and diluted earnings per share for the fifty-two weeks ended
April 25, 1999 of $300,000 and $0.03 per share.

(3) LIQUIDITY AND GOING CONCERN

         The accompanying consolidated financial statements have been prepared
on a going concern basis which assumes continuity of operations and the
realization of assets and settlement of liabilities in the ordinary course of
business.

         The Company's material financial commitments relate principally to its
working capital requirements and its obligations to make capital lease and term
loan payments, monthly interest payments on its various loans and lease payments
pursuant to certain real property leases. In addition, capital requirements
relating to the opening of new restaurants have been, and will continue to be,
significant.

         During fiscal year 2001, the Company's primary sources of working
capital were the loan facilities with Finova Capital Corporation (see Note 7),
the sale-leaseback facilities with CNL Fund Advisors and Franchise Finance
Corporation of America (See Note 7) and a $1.5 million loan from Berjaya. The
Company has experienced significant cash flow problems primarily due to the
Company opening 30 new restaurants in the past 24 months combined with a net
loss of $15.9 million, net cash used by operations of $0.8 million for fiscal
year 2001, and a retained deficit of $13.4 million. The Company believes that
its ability to generate cash from operations is dependent upon, among other
things, increased demand, restructuring its operations to minimize cash
expenditures and the successful development of marketing strategies. The Company
has implemented revenue enhancement programs along with cost reduction
initiatives designed to produce positive cash flow and achieve sustainable
profitable operations. There can be no assurance that these initiatives will be
effective in generating profits or producing sufficient cash flows to fund
previously incurred liabilities and current operations.

         The Company anticipates that it may require additional debt or equity
financing in order to fund previously incurred liabilities and current
operations. If cash generated from the Company's operations is insufficient to
fund the Company's financial commitments and previous losses, and support the
Company's continued growth, the Company will have to obtain additional
financing. There can be no guarantee or assurance that additional financing will
be available on terms acceptable to the Company, if ever. In the event the
Company is unable to secure such additional financing, the Company may have to
significantly curtail its operations.

         The Company's liquidity is dependent on the Company maintaining
compliance with its financial covenants. The Company is required to maintain
certain financial ratios in order to be in compliance with covenants related to
the debt with Finova and First Union. The Company is not in compliance with the
required cash flow coverage ratios contained in the loans with Finova and First
Union and was unable to make the past-due payments on its loan with Finova. If
the Company is not able to comply with the new financial covenants in the
future, Finova and/or First Union could immediately accelerate all amounts due
to them and sell or otherwise dispose of the Company's assets used to secure the
obligations, any of which could significantly and negatively impact the
Company's financial condition and operating results.

         The Company was unable to make the $1.5 million payment on its notes to
Colorado Boxed Beef Company ("CBBC") (see Note 8). In July 2001, CBBC agreed to
restructure the note. Pursuant to the restructuring, the Company is required to
pay CBBC $1.0 million on or before September 30, 2001. The Company plans to pay
the $1.0 million with a $1.6 million tax refund which the Company expects to
receive before September 30, 2001. Because the Company does not have $1.0
million cash on hand, if the Company does not receive the tax refund before
September 30, 2001, the entire $5.9 million payable under the notes will be
immediately due and CBBC will have the right to exercise any remedies available
to it under the notes which could have a material adverse effect on the
Company's financial condition and operating results.

         Capital requirements relating to the implementation of the Company's
business plan have been and will continue to be significant. The Company
believes that its ability to generate cash from operations is dependent upon,
among other things, increased demand, restructuring operations to minimize cash
expenditures and the successful development of marketing strategies. There can
be no assurance that the Company will have sufficient capital resources to
permit the Company to continue to implement its business plan.

         While there can be no assurances, the Company believes its cash flows
from operations will satisfy its liquidity requirements in fiscal year 2002.




                                      F-12
<PAGE>   54

The aforementioned factors raise substantial doubt about the Company's ability
to continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

(4) PROPERTY AND EQUIPMENT

         Property and equipment, net consist of the following:


<TABLE>
<CAPTION>
                                                                            ($ in thousands)
                                                                                                    Estimated
                                                       April 29, 2001         April 30, 2000       Useful Lives
                                                       --------------         --------------       ------------
                                                                              (As restated)
<S>                                                       <C>                   <C>                 <C>
Building ...................................              $  21,351             $  15,958           20 years
Land .......................................                 14,777                13,257
Furniture and equipment ....................                 26,604                25,339           3-7 years
Leasehold improvements .....................                 53,738                56,015           7-20 years
                                                          ---------             ---------
                                                            116,470               110,569

Less: accumulated depreciation .............                (34,218)              (26,018)
                                                          ---------             ---------
                                                             82,252                84,551
Construction in progress ...................                  4,952                 7,653
                                                          =========             =========
                                                          $  87,204             $  92,204
                                                          =========             =========
</TABLE>

         Included in property and equipment are buildings and equipment under
capital leases of $9.2 million and $9.7 million at April 29, 2001 and April 30,
2000, respectively (see Note 5). The Company capitalized interest costs of
approximately $346,000, $416,000 and $120,000 during Fiscal Year 2001, Fiscal
Year 2000 and Fiscal Year 1999, respectively, with respect to qualifying
construction projects.

(5) CAPITAL LEASES

         The following is a schedule of future minimum lease payments required
under capital leases as of April 29, 2001:

                                   ($ in thousands)
         2002 ........................................................ $ 1,608
         2003 ........................................................     967
         2004 ........................................................     931
         2005 ........................................................     764
         2006 ........................................................     573
         Thereafter ..................................................   4,892
                                                                       -------
         Total minimum lease payments ................................   9,735
         Less: amount representing interest at varying rates
               ranging from 9 percent to 16 percent ..................  (3,993)
                                                                       -------
         Present value of net minimum capital lease payments..........   5,742

         Less: current portion of capital lease obligations ..........   1,013
                                                                        ------
         Minimum capital lease obligations excluding current portion..   4,729
                                                                        ======




                                      F-13
<PAGE>   55

(6) OPERATING LEASES

         The Company leases the majority of its restaurant facilities. The lease
terms range from 5 to 20 years and generally provide for renewal options to
extend the lease term.

         The following is a schedule of future minimum lease payments required
under operating leases that have remaining noncancelable lease terms in excess
of one year as of April 29, 2001:

                                            ($ in thousands)

           2002 ............................     $ 7,797
           2003 ............................       7,775
           2004 ............................       7,757
           2005 ............................       7,716
           2006 ............................       7,503
           Thereafter ......................      53,955
                                                 -------
           Total minimum lease payments ....     $92,503
                                                 =======

         The total rent expense for operating leases was $11.0 million, $6.0
million and $4.2 million, for Fiscal Year 2001, Fiscal Year 2000, and Fiscal
Year 1999, respectively.

         During, the fifty-two weeks ended April 29, 2001, the Company entered
into thirteen sale-leaseback transactions that have been accounted for as
capital leases for real estate in the amount of $7.2 million. No gain or loss
was deferred or recognized in connection with these transactions.

         During Fiscal Year 2000, the Company entered into agreements for the
sale and leaseback of certain restaurant equipment for a period of 60 months,
which were recorded as operating leases. The equipment was sold at book value of
approximately $5.7 million.

         During Fiscal Year 2000, the Company amended various sale-leaseback
agreements it had with Franchise Finance Corporation of America ("FFCA") and
CNL. The amended sale-leaseback agreements were then treated as operating leases
as of the effective date of the amendment. As a result of this amendment,
approximately $4.9 million in property and equipment and $5.1 million in capital
lease debt were removed from the balance sheet and a gain of approximately
$179,000 was recognized in the accompanying consolidated statement of
operations.

         In April 2000, the Company secured an $18.5 million sale-leaseback
credit facility from FFCA which initially was due to expire December 31, 2001.
As of April 29, 2001, the $18.5 million balance is no longer available from
FFCA.

(7) LONG-TERM DEBT

A summary of long-term debt, as of April 29, 2001 and April 30, 2000,
respectively, follows:

                            ($ in thousands)

<TABLE>
<CAPTION>
                                                                                    2001      2000
                                                                                   -------   -------

<S>                                                                                <C>       <C>
Loan payable to Finova Capital Corporation in the principal amount of $15.0
million; interest payable at 9.55%; principal and interest payable in equal
consecutive monthly installments of $157,087 each through October 1, 2012. The
facility consists of a 15-year term loan collateralized by real estate.
(See Note A below)                                                                 $13,077   $13,680

Loan payable to Finova Capital Corporation in the principal amount of $2.9
million; interest payable at 8.96%; principal and interest payable in equal
consecutive monthly installments of $36,420 each through April 2008. The
facility consists of a 10-year loan collateralized by personal property and
fixtures at four Company owned-restaurants. (See Note A below)                       2,247     2,472

</TABLE>



                                      F-14
<PAGE>   56
<TABLE>
<CAPTION>
                                                                                    2001      2000
                                                                                   -------   -------

<S>                                                                                <C>       <C>
Note payable to First Union National Bank in the principal amount of $1.7
million; interest payable at one-month LIBOR rate plus 1.90%; principal and
interest payable in consecutive monthly installments through March 1, 2004
The loan is a 5-year term loan collateralized by personal property and
fixtures at the Company's new corporate facility.                                   1,652     1,253

Master Security Agreement with Pacific Financial Company for two 5-year term
loans in the principal amount of $881,987; interest payable at 10.74%;
principal and interest payable in equal consecutive monthly
installments of $17,566 through February 2004. There is a principal balloon
payment of $88,199 due at the end of the term. The loans are
collateralized by personal property and fixtures at three Company-owned
restaurants.                                                                          564     1,060

Loan payable to First Union National Bank in the principal amount of $1.3
million; principal and interest payable in consecutive monthly installments
through May 1, 2010.  The loan was originally short-term in nature, as a
120-day promissory note.  However, this note was refinanced to a 10-year
loan with the interest payable at one-month LIBOR rate plus 1.75%.                  1,254     1,000

Working Capital Line of Credit payable to Finova Capital Corporation in the
principal amount of $5 million; interest payable at prime rate plus 2%;
principal balloon payments of $1.0 million, $2.0 million, $1.0 million, and
$1.0 million due November 15, 2001, October 28, 2001, December 9, 2001 and
January 13, 2002, respectively, interest payable on a monthly basis.
(See Note A below)                                                                  5,000     5,000

Note payable to Finova in the principal amount of $1.196 million; interest
payable at 10.11%; principal and interest payable in equal consecutive
monthly installments of $14,366 through May 1, 2012.
(See Note A below)                                                                  1,146     1,196

Note payable to Finova in the principal amount of $920,087; interest payable at
10.11%; principal and interest payable in equal consecutive
monthly installments of $11,054 through May 1, 2012.  (See Note A below)              882        --

Note payable to Finova in the principal amount of $931,591; interest payable at
10.33%; principal and interest payable in equal consecutive
monthly installments of $11,311 through June 1, 2012.  (See Note A below)             897        --

Note payable to Finova in the principal amount of $972,023; interest payable at
10.49%; principal and interest payable in equal consecutive
monthly installments of $11,893 through June 1, 2012.  (See Note A below)             937        --

Note payable to Finova in the principal amount of $1.186 million; interest
payable at 10.53%; principal and interest payable in equal consecutive
monthly installments of $14,537 through June 1, 2012.  (See Note A below)           1,143        --

Note payable to Finova in the principal amount of $828,572; interest payable at
9.89%; principal and interest payable in equal consecutive
monthly installments of $9,849 through September 1, 2012.  (See Note A below)         807        --

Note payable to Finova in the principal amount of $1.239 million; interest
payable at 9.74%; principal and interest payable in equal consecutive
monthly installments of $14,616 through November 1, 2012.  (See Note A below)       1,215        --

Note payable to Finova in the principal amount of $1.329 million; interest
payable at 9.74%; principal and interest payable in equal consecutive
monthly installments of $15,685 through November 1, 2012.  (See Note A below)       1,304        --

Note payable to FFCA Acquisition Corp. in the principal amount of $1.850
million; Interest accrues from the date of the note to the Initial Change Date,
as defined, at LIBOR plus 4 percent; and from the Initial Change Date and on
the first day of each month thereafter, interest accrues at the sum of LIBOR
plus 4 percent and the then LIBOR variable, as defined (9.06 percent at April
30, 2001); all outstanding amounts as of the date of completion of the Port
Richey facility shall be payable in monthly installments beginning the first
day of the month immediately following the month in which the final disbursement
under the Note occurs and shall continue over a period of twenty years.             1,445        --

</TABLE>

                                      F-15
<PAGE>   57

<TABLE>
<CAPTION>
                                                                                    2001      2000
                                                                                   -------   -------

<S>                                                                                <C>       <C>
Note payable to FFCA Acquisition Corp. in the principal amount of $1.625
million; interest accrues at LIBOR plus 5.25 percent (10.31 percent at
April 30, 2001); all outstanding amounts as of the date of completion
of the Titusville facility shall be payable in monthly installments
beginning the first day of the month immediately following the month
in the final disbursement under the Note occurs and shall continue
over a period of twenty years.                                                      1,443        --
                                                                                  -------    ------
Total long-term debt obligations                                                   35,013    25,661

Less current installments                                                          33,077     1,252
                                                                                  -------   -------
Long-term debt, net of current installments                                       $ 1,936   $24,409
                                                                                  =======   =======
</TABLE>

     Annual maturities on notes payable as of April 29, 2001 are as follows:

                                ($ in thousands)

                2002 ...........................    $  33,077
                2003 ...........................          360
                2004 ...........................          427
                2005 ...........................          222
                2006 ...........................          246
                Thereafter .....................          681

         Note A: In July and August 2001, the Company was unable to make
principal and interest payments to Finova on the loans listed above, totalling
$700,000. The Company is attempting to bring its payments current but there can
be no assurance that the Company will be successful. If the Company is unable to
make the past-due payments or negotiate new payment terms with Finova, Finova
could immediately accelerate all amounts due and sell or otherwise dispose of
the Company's assets used to secure the obligations, any of which could
significantly and negatively impact the Company's financial condition and
operating results.

         The Company is required to maintain certain financial ratios in order
to be in compliance with covenants related to the debt with Finova. The Company
is not in compliance with the required cash flow coverage ratio. The Company is
in the process of negotiating a waiver of certain covenant violations and an
amendment to the financial covenants. If the Company is not able to negotiate
and comply with the new financial covenants in the future, Finova could
immediately accelerate all amounts due to them and sell or otherwise dispose of
the Company's assets used to secure the obligations, any of which could
significantly and negatively impact the Company's financial condition and
operating results. The carrying amount of assets used as collateral is
approximately $46.3 million and $27.1 million at April 29, 2001 and April 30,
2000, respectively.

         The Company is required to maintain certain financial ratios in order
to be in compliance with covenants related to the debt with First Union. The
Company is not in compliance with the required cash flow coverage ratio. The
Company is in the process of negotiating a waiver of certain covenant violations
and an amendment to the financial covenants. If the Company is not able to
negotiate and comply with the new financial covenants in the future, First Union
could immediately accelerate all amounts due to them and sell or otherwise
dispose of the Company's assets used to secure the obligations, any of which
could significantly and negatively impact the Company's financial condition and
operating results. The carrying amount of assets used as collateral is
approximately $5.3 million at April 29, 2001.

         The Company has a $10.0 million sale-leaseback credit facility with CNL
Fund Advisors ("CNL"). Due to the Company's current financial condition, it can
no longer utilize the CNL facility.

(8) NOTES PAYABLE

         On February 14, 2001, Berjaya (which owns approximately 62% of the
Company's common stock) loaned the Company $1.5 million. The loan is evidenced
by a promissory note which bears interest at 10% per annum, is payable by the
Company on demand and is collateralized by intellectual property and certain
unencumbered real and personal property. The note is convertible at any time, at
Berjaya's option, into shares of the Company's common stock. The conversion rate
is based on the fair market value of the common stock on the day of conversion.

         Due to the Company's recent liquidity problems, on February 21, 2001,
the Company issued two notes for an aggregate amount of $5.9 million to CBBC,
the Company's principal food




                                      F-16
<PAGE>   58

supplier, for trade payables owed to them. The notes bear interest at 9.5%. The
note for $4.4 million is due no earlier than 180 days from the date of the note.
The $1.5 million note matured on April 21, 2001. The Company was unable to make
the $1.5 million payment in April 2001. In July 2001, CBBC agreed to restructure
the notes. Under the new terms of the note, the Company paid CBBC $200,000 in
July 2001. If the Company pays CBBC $1.0 million of the notes on or before
September 30, 2001, the notes will be amortized over 48 months bearing interest
at 11.5%. Such notes are secured by the unencumbered fixed assets of 17
restaurant locations. The Company plans to pay the $1.0 million to CBBC with a
$1.6 million tax refund which the Company expects to receive before September
30, 2001. The Company does not currently have the cash on hand to pay the $1.0
million to CBBC. If the Company does not receive the tax refund prior to
September 30, 2001, the entire $5.9 million payable under the notes will be due
and CBBC will have the right to exercise any remedies available to it under the
notes which could have a material adverse effect on the Company's financial
conditions and operating results.

         In April 2001, the Company agreed to a payment plan with Tinsley
Advertising and Marketing Inc. ("Tinsley") for the $1.7 million due to Tinsley
for advertising services previously provided by Tinsley to the Company. Pursuant
to the terms of the repayment plan, the Company paid Tinsley $50,000 seven days
after the date of the note and is obligated to pay Tinsley $20,000 a week from
April 1, 2001 through August 31, 2001 and thereafter, $40,000 per week until the
debt is paid in full. These amounts are included in accounts payable.

(9) CAPITAL STOCK

         On February 6, 1998, the Company's Board of Directors approved the
issuance of 400,000 shares to Berjaya to convert $1.5 million of debt
outstanding to common stock at a price of $3.75 per share, based on the closing
market price as of February 6, 1998. The debt carried an interest rate of 8.5%
and was scheduled to be repaid during the first quarter of 1998. The transaction
was consummated on September 30, 1998.

(10) STOCK OPTION PLANS

         A Stock Option Plan (the "Original Plan") was adopted during 1994, and
later amended, for employees of the Company and members of the Board of
Directors who are not employees, and 516,666 shares of the Company's common
stock were reserved for issuance pursuant to such plan at April 29, 2001. These
options vest over a three-year period from the date of grant and are exercisable
for a period of ten years after grant. During 1997, the Company granted options
to employees to purchase 173,000 shares of common stock at a price of $6.75 per
share and certain directors options to purchase 15,000 shares of the Company's
common stock at a price of $6.38 per share. During 1996, the Company granted
options to employees to purchase 115,416 shares of common stock at a price of
$10.80 per share and certain directors options to purchase 50,000 shares of the
Company's common stock at prices ranging from $6.00 to $6.13 per share. The
options were granted at fair market value on the date of grant. The options
expire 90 days after termination of employment.

         In February 1998, options were granted to the President and Chief
Executive Officer, the general counsel and a consultant of the Company to
purchase 300,000 shares of the authorized, but unissued shares of common stock
at a purchase price of $3.50 per share. According to the terms of the agreement
(the "Agreement"), these options vested as follows: 100,000 vested at the date
of grant, 100,000 vested upon attainment and maintenance of an average closing
price for the Company's common stock, over a ten day period, of at least $6.50
per share, and the final 100,000 vested upon attainment and maintenance of an
average closing price for the Company's common stock, over a ten day period, of
at least $9.50 per share. The Agreement was later amended (effective as of the
grant date) with respect to the vesting schedule and the general counsel and
consultant became employees of the Company. According to the terms of the
amended agreement, all the options vest at the date of grant. The options are
exercisable for a period of ten years after grant. In addition, the Company
granted options to purchase 15,000 shares of common stock, at $3.50 per share,
to the family of Tan Kim Poh, deceased former Chairman of the Board of Directors
of the Company. These options were all granted outside the Plan. No compensation
expense was recorded as a result of these issuances during Fiscal Year 2001,
Fiscal Year 2000 or Fiscal Year 1999. The options were granted at fair market
value on the date of grant.



                                      F-17
<PAGE>   59

         On December 16, 1998, the Company adopted the 1998 Omnibus Stock Option
Plan (the "1998 Plan"). The 1998 Plan was adopted for employees, key executives
and directors of the Company, and options to purchase 324,500 shares of common
stock at an exercise price of $6.00 per share were granted by the Company. Of
these options, 118,000 options vest over a three-year period from December 16,
1998, and are exercisable for a period of ten years after the date of grant. The
remaining 206,500 options vest over a three-year period beginning on December
16, 1999, and are exercisable for a period of ten years after the date of grant.
The Company did not recognize compensation expense related to the issuance of
these options due to issuance at fair market value.

         On November 4, 1999, the Company's Shareholders voted to amend the 1998
Omnibus Stock Option Plan whereby the number of shares issuable under the plan
increased from 236,000 to 436,000.

         At April 29, 2001, there were 419,971 additional shares available for
grant under the Original Plan and the 1998 Plan. The weighted average fair value
of stock options granted during Fiscal Year 2000 and Fiscal Year 1999 was as
follows using the Black-Scholes option-pricing model with the following weighted
average assumptions:


                                    Fifty-Three              Fifty-Two
                                    Weeks Ended             Weeks Ended
                                   April 30, 2000          April 25, 1999
                                  ---------------          --------------

Weighted average fair value       $   3.81                     $3.10
Expected dividend yield                0.0%                      0.0%
Risk-free interest rate                5.2%                      4.5%
Historical volatility                   70%                     66.4%
Expected life                       5 years                   8 years


         There were no options issued during Fiscal Year 2001.

         On February 11, 1997, the Board of Directors authorized a repricing
program for the Original Plan which allowed employees to elect to reprice all of
their outstanding options to purchase common stock of the Company, granted under
the Stock Option Agreement dated May 1, 1996. Effective February 11, 1997, the
employees' stock options were repriced to $6.75 per share and registered with
the Securities and Exchange Commission (the "SEC") effective July 2, 1997.

         The Company applies Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees", in accounting for its Plans and,
accordingly, recognized compensation expense for certain options, as discussed
above. Had the Company determined compensation cost based on the fair value at
the grant date for its stock options under SFAS No. 123, "Accounting for
Stock-Based Compensation", the Company's net income (loss) would have been
reduced (increased) to the pro forma amounts indicated below:

                     ($ in thousands, except per share data)
<TABLE>
<CAPTION>

                                                    Fifty-Three        Fifty-Two
                                  Fifty-Two        Weeks Ended        Weeks Ended
                                 Weeks Ended      April 30, 2000     April 25, 1999
                                April 29, 2001    (As restated)       (As restated)
                               ---------------    -------------      --------------
<S>                              <C>                <C>              <C>
Net (loss) income
      As reported .......        $  (15,856)        $   2,606        $   5,708
      Pro forma .........           (16,262)            2,485            5,189

Basic net (loss) income
   per share
      As reported .......        $    (1.63)        $    0.27        $    0.60
      Pro forma .........             (1.67)             0.26             0.54

Diluted net (loss) income
   per share
       As reported ......        $    (1.63)        $    0.27        $    0.59
       Pro forma ........             (1.67)             0.25             0.54
</TABLE>

         Pro forma net (loss) income reflects only options granted during Fiscal
Year 2001, Fiscal Year 2000 and Fiscal Year 1999. Therefore, the full impact of
calculating compensation cost for stock options under SFAS No. 123 is not
reflected in the pro forma net (loss) income amounts presented above because
compensation cost is reflected over the options' vesting period ranging from one
to three years and compensation cost for options granted prior to December 31,
1996 is not considered.

                                      F-18
<PAGE>   60
         Stock option activity during the periods indicated is as follows:

<TABLE>
<CAPTION>

                                                          Number of     Weighted Average
                                                           Shares       Exercise Price
                                                         ----------     --------------
<S>                                                        <C>              <C>
         Balance at April 26, 1998...................      988,705          5.65
              Granted................................      324,500          6.00
              Exercised..............................       (3,333)         4.50
              Forfeited..............................      (52,352)         6.75
              Expired................................     (428,563)         6.66

         Balance at April 25, 1999...................      828,957          5.25
              Granted...............................        55,505          6.00
              Exercised..............................           --            --
              Forfeited..............................      (58,767)         6.27
              Expired................................           --            --

         Balance at April 30, 2000...................      825,695          5.24
              Granted................................           --            --
              Exercised..............................           --            --
              Forfeited..............................     (144,799)         6.11
              Expired................................           --            --

         Balance at April 29, 2001...................      680,896          5.04

</TABLE>

         At April 29, 2001, the range of exercise prices and weighted average
remaining contractual life of outstanding options was $3.50 to $7.50 and 6.8
years, respectively.

         At April 30, 2000, the range of exercise prices and weighted average
remaining contractual life of outstanding options was $3.50 to $7.50 and 7.9
years, respectively.

         At April 25, 1999, the range of exercise prices and weighted average
remaining contractual life of outstanding options was $3.50 to $7.50 and 8.2
years, respectively.

         At April 29, 2001, April 30, 2000 and April 25 1999, the number of
options exercisable was 640,869, 657,673, and 497,634, respectively, and the
weighted average exercise price of those options was $4.98, $5.01 and $4.73,
respectively.



                                      F-19
<PAGE>   61

(11) INCOME TAXES

         Income tax expense for Fiscal Year 2001, Fiscal Year 2000, and Fiscal
Year 1999 consists of the following:

<TABLE>
<CAPTION>
                                                                    ($ in thousands)

                                                   April 29,           April 30,           April 25,
                                                     2001                2000                 1999
                                                   ---------           ---------           ---------
                                                                    (As restated)        (As restated)
<S>                                                <C>                 <C>                  <C>
         Current:
            Federal ...................            $  (595)            $   (16)             $  1,566
            State .....................                 19                  (4)                  304
                                                   -------              -------             --------
                                                      (576)                (20)                1,870
         Deferred:
            Federal ...................              2,238                  78                (1,777)
            State .....................                156                  20                   (46)
                                                   -------             -------               -------
                                                     2,394                  98                (1,823)
         Total income tax expense
            before tax benefit from
            cumulative effect of
            change in accounting
            principle .................            $ 1,818             $    78               $    47
                                                   =======             =======               =======
         Tax benefit from
            cumulative change in
            accounting principle ......                --                 (248)                   --
                                                   =======              =======              =======
         Total income tax expense .....            $ 1,818              $ (170)              $    47
                                                   =======              =======              =======

</TABLE>

         The tax effects of the temporary differences comprising deferred tax
assets and liabilities are as follows:

<TABLE>
<CAPTION>

                                                                              ($ in thousands)

                                                                         April 29,           April 30,
                                                                           2001                2000
                                                                        ----------          ---------
                                                                                          (As restated)
<S>                                                                       <C>                <C>
         Deferred tax assets:
             Tax credit carryforwards ........................           $ 2,624            $ 1,331
             NOL/Capital Loss Carryforwards...................             1,339                 --
             Accrued workers' compensation ...................               322                 130
             Property and equipment ..........................             2,447                 510
             Other ...........................................               257                 599
             Less: valuation allowance .......................            (6,800)                 --
                                                                          -------            -------
                                                                             189               2,570
         Deferred tax liabilities:

             Other ...........................................              (189)               (176)
                                                                         -------             -------
                                                                         $    --             $ 2,394
                                                                         =======             =======
</TABLE>

         The Valuation Allowance for deferred tax assets as of April 29, 2001
was $6.8 million. The valuation allowance as of April 30, 2000 was zero. The
Valuation Allowance was increased by $6.8 million because it is more likely than
not that the Company will not be able to utilize its deferred tax assets.

         In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management
currently believes that it is more likely than not that these assets will not be
realized.



                                      F-20
<PAGE>   62
         The actual income tax expense differs from the "expected" income tax
effect (computed by applying the U.S. Federal corporate tax rate of 34 percent
to earnings before income taxes), for Fiscal Year 2001 and Fiscal Year 2000 as
follows:

<TABLE>
<CAPTION>

                                                                       April 29,         April 30,
                                                                         2001              2000
                                                                      --------           --------
                                                                                      (As restated)

         <S>                                                            <C>              <C>
         Income taxes at statutory rates ......................         (34.00)%           34.00%
         State and local taxes, net of federal tax benefit ....            .82               .29
         FICA tip tax credit ..................................           1.27              4.18
         Utilization of tax credit carryforwards ..............             --            (12.29)
         Other items ..........................................           3.44              5.62
         Change in valuation allowance .......................           41.42            (29.61)
                                                                      --------           --------
                                                                         12.95%             2.19%
                                                                      ========           ========
</TABLE>

(12) CONCENTRATIONS OF BUSINESS AND CREDIT RISK

         Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist primarily of cash in bank and investment
custodian accounts. At times, the Company maintains cash balances in excess of
insured limits. The custodian of the investment account is a major financial
institution.

         The Company currently owns and operates 35 (42%) of its 83 restaurants
within the state of Florida. Consequently, the operations of the Company are
affected by fluctuations in the Florida economy. Furthermore, the Company may be
affected by changing conditions within the food service industry.

         For Fiscal Year 2001, Fiscal Year 2000 and Fiscal Year 1999, two
suppliers comprised approximately 33%, 27% and 67%, respectively, of the
Company's purchases. Purchases from these suppliers were approximately $35.3
million, $33.6 million and $26.3 million for Fiscal Year 2001, Fiscal Year 2000
and Fiscal Year 1999, respectively.

(13) COMMITMENTS AND CONTINGENCIES

         The Company is a party to legal proceedings arising in the ordinary
course of business. In the opinion of management and based upon review with
legal counsel, disposition of these matters will not materially affect the
Company's financial condition.

         The Company plans to open the four Company-owned Roadhouse Grill
restaurants under construction or development as of April 29, 2001 in Fiscal
Year 2002. The estimated cost to complete these restaurants was approximately
$1.8 million at April 29, 2001, of which $587,000 will be funded by FFCA and
approximately $1.2 million will be funded through cash generated by the
Company's operations. However, there can be no assurance that cash flows from
operations will be sufficient to fund these amounts.

(14) EMPLOYEE 401(k) PLAN AND SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         On June 3, 1997, the Board of Directors of the Company approved a plan
to provide mid-level employees with an employee savings plan pursuant to Section
401(k) of the Internal Revenue Service Code (the "Code"). As an alternative to
providing highly compensated employees with participation in such 401(k) plan,
which would have required the Company to extend plan benefits to a broader group
of employees, the Company also authorized a Supplemental Executive Retirement
Plan (the "SERP") for executives. A formal plan, in each case, was adopted by
the Company during the fourth quarter of 1997.

         The 401(k) plan permits participants to contribute, on a pre-tax basis,
a percentage of compensation but not in excess of the maximum level allowed by
the Code. The Company will match 10% of up to the first six percent contributed
by each employee. The cost recognized by the Company for matching contributions
for Fiscal Year 2001, Fiscal Year 2000 and Fiscal Year 1999 was approximately
$14,800, $16,300 and $19,800, respectively.

         The SERP permits participants to contribute, on a pre-tax basis, a
maximum of 15% of annual compensation. The Company will match 100% up to the
first 10% of annual compensation contributed. The cost recognized by the Company
for matching contributions for Fiscal Year 2001, Fiscal Year 2000 and Fiscal
Year 1999 was approximately $147,000, $116,500 and $75,200, respectively.



                                      F-21
<PAGE>   63

         The Company has filed its 1999 Form 5500 with the Internal Revenue
Service. As of July 31, 2001, the Company has not filed the 1999 audited
financial statements for its 401(k) plan, as required by the IRS. Management has
not been notified by the IRS of any penalties associated with their delinquent
filing. Management is in the process of completing its 401(k) plan financial
statements and plans to file these statements as soon as practicable. Management
does not believe that the delinquent filing of its audited 401(k) plan financial
statements will have a material adverse effect on the Company's financial
position or results of operations.

(15) RELATED PARTY TRANSACTIONS

         Berjaya directly or indirectly owns Roadhouse Grill Asia Pacific (H.K.)
Limited ("Roadhouse Grill Hong Kong") and Roadhouse Grill Asia Pacific (Cayman)
Limited ("Roadhouse Grill Asia"). In January 1996, the Company entered into a
Master Development Agreement with Roadhouse Grill Hong Kong which provides for
the development and franchising of Roadhouse Grill restaurants in Hong Kong.
Under the agreement, Roadhouse Grill Hong Kong is not required to develop any
specific number of restaurants in Hong Kong, but any restaurants that it
develops are credited against the development obligations of Roadhouse Grill
Asia under Roadhouse Grill Asia's Master Development Agreement with the Company.
Roadhouse Grill Hong Kong or its affiliates are not required to pay any
franchise or reservation fee for restaurants that it develops, but it is
responsible for paying or reimbursing approved expenses incurred by the Company
in connection with the opening of each restaurant. In addition, Roadhouse Grill
Hong Kong is required to pay a royalty based on gross sales in connection with
the operation of each of its restaurants. Under certain circumstances, Roadhouse
Grill Hong Kong or the Company may grant franchises to third parties in Hong
Kong. In that event, the Company is entitled to receive 50% of any franchise and
reservation fees and 40% of any royalty fee payable by the third party
franchisee, subject to limitations on the amounts payable to the Company of
$10,000 per restaurant in the case of franchise and reservations fees and
royalty fees based on gross sales. The Company did not recognize royalty income
from Roadhouse Grill Hong Kong for Fiscal Year 2001, Fiscal Year 2000 and Fiscal
Year 1999.

         In January 1996, the Company also entered into a Master Development
Agreement with Roadhouse Grill Asia, which covers countries in Asia and the
Pacific Rim (other than Hong Kong), including but not limited to, Australia,
China, India, Indonesia, Japan, Malaysia, New Zealand, Singapore, South Korea,
the Philippines and Thailand. Under the agreement, Roadhouse Grill Asia is
required to open and maintain at least thirty Roadhouse Grill restaurants during
the first ten years of the term of the agreement, with a minimum of two
restaurants to be developed each year. Under certain circumstances, Roadhouse
Grill Asia or the Company may grant franchises to third parties in the
territory. The fee arrangements under the agreement are substantially the same
as those under the agreement between the Company and Roadhouse Grill Hong Kong.

         As of December 28, 1997, there were three Roadhouse Grill restaurants
operating in Malaysia under the Master Development Agreement with Roadhouse
Grill Asia. Subsequently, two of the franchisees in Malaysia ceased operations.
The Company recorded $40,000, $12,000 and $16,000 in royalty income from those
restaurants during Fiscal Year 2001, Fiscal Year 2000 and Fiscal Year 1999,
respectively.

         On February 6, 1998, the Company's Board of Directors approved the
issuance of 400,000 shares of common stock to Berjaya, the majority shareholder
of the Company, to convert $1.5 million of debt outstanding to common equity at
a price of $3.75 per share, based on the closing market price as of February 6,
1998. The debt carried an interest rate of 8.5% and was scheduled to be repaid
during the first quarter of 1998. The transaction was consummated on September
30, 1998.

         On April 13, 1998, the Company received a promissory note from Berjaya
for $1.0 million in borrowings from the Company, with an annual interest rate of
10.55%. The note was scheduled to be repaid to the Company on June 15, 1998. The
Company extended payment of the note to July 24, 1998, at which date the note
was paid.




                                      F-22
<PAGE>   64

         During the fourth quarter of 1997, the Company engaged National Retail
Group, Inc. ("NRG"), a real estate and retailing consulting firm, and SABi
International Developments, Inc. ("SABi"), a management consulting and
investment firm, to provide specified real estate development and management
consulting services to the Company. SABi is wholly-owned by Ayman Sabi. NRG is
an affiliate of Ayman Sabi. Mr. Sabi was and remains a director of the Company,
was Chairman of the Company's Executive Committee from November 1997 to February
1998, and was elected President and Chief Executive Officer of the Company on
February 6, 1998. Martin Bernholz, President of NRG, is Secretary of the Company
and in-house counsel of the Company as of April 25, 1999. During Fiscal Year
2001, Fiscal Year 2000 and Fiscal Year 1999, the Company paid fees and
reimbursed expenses in the aggregate amount of $3,345, $1,069,316 and $554,000,
respectively to NRG. The Company did not make any payments to SABi during Fiscal
Year 2001, Fiscal Year 2000 or Fiscal Year 1999.

         On February 14, 2001, Berjaya loaned the Company $1.5 million. The loan
is evidenced by a promissory note which bears interest at 10% per annum, is
payable by the Company on demand at any time and is collateralized by
intellectual property and certain unencumbered real and personal property. The
note is convertible at any time, at Berjaya's option, into shares of the
Company's common stock. The conversion rate is based on the fair market value of
the common stock on the day of conversion.

(16) NET (LOSS) INCOME  PER COMMON SHARE ("EPS")

         The calculation of Basic EPS excludes all dilution and is based upon
the weighted average number of common shares outstanding during the year.
Diluted EPS reflects the potential dilution that would occur if securities or
other contracts to issue common stock were exercised or converted into common
stock. The following is a reconciliation of the numerators (net income) and the
denominators (common shares outstanding) of the basic and diluted per share
computations for net income:

<TABLE>
<CAPTION>

                                                                    Fifty-two Weeks Ended April 29, 2001
                                                             ----------------------------------------------------
                                                             Net Loss               Shares               Amount
                                                             --------              ---------            ---------
                                                                    ($ in thousands, except per share data)
<S>                                                           <C>                  <C>                  <C>
     BASIC EPS

     Net (loss) income available
     to common shareholders                                   $(15,856)            9,708,741            $ (1.63)

     EFFECT OF DILUTIVE SECURITIES
     Stock options                                                  --                    --                 --
                                                              ---------            ---------           ---------
     DILUTED EPS                                             $ (15,856)            9,708,741            $ (1.63)
                                                              =========            =========           =========
</TABLE>

         Options to purchase 680,896 shares of common stock at a weighted
average exercise price of $5.04 per share were outstanding during Fiscal Year
2001, but were not included in the computation of diluted EPS because the
options' exercise price was greater than the average market price of the common
shares. The options, which expire on varying dates, were still outstanding as of
April 29, 2001. No new options were granted during Fiscal Year 2001. Convertible
debt is not included in the computation of diluted EPS because the Company
recognized a loss for the Fiscal Year 2001 and including such conversion would
result in antidilutive EPS.

<TABLE>
<CAPTION>

                                                                    Fifty-three Weeks Ended April 30, 2000
                                                             ----------------------------------------------------
                                                             Net Income             Shares               Amount
                                                             ----------            ---------            ---------
                                                                                (As restated)
                                                                    ($ in thousands, except per share data)
<S>                                                           <C>                  <C>                  <C>
     BASIC EPS

     Net income available
     to common shareholders                                   $   2,606            9,708,741            $    0.27

     EFFECT OF DILUTIVE SECURITIES
     Stock options                                                   --               83,278                   --
                                                              ---------            ---------            ---------
     DILUTED EPS                                              $   2,606            9,792,019            $    0.27
                                                              =========            =========            =========
</TABLE>



                                      F-23
<PAGE>   65

         Options to purchase 525,695 shares of common stock at a weighted
average exercise price of $6.21 per share were outstanding during Fiscal Year
2000, but were not included in the computation of diluted EPS because the
options' exercise price was greater than the average market price of the common
shares. The options, which expire on varying dates, were still outstanding as of
April 30, 2000.

<TABLE>
<CAPTION>
                                                                     Fifty-two Weeks Ended April 25, 1999
                                                             ----------------------------------------------------
                                                             Net Income             Shares               Amount
                                                             ----------            ---------            ---------
                                                                                (As restated)
                                                                     ($ in thousands, except per share data)
<S>                                                           <C>                  <C>                  <C>
     BASIC EPS

     Net income available
     to common shareholders                                   $   5,708            9,536,631            $    0.60

     EFFECT OF DILUTIVE SECURITIES
     Stock options                                                   --              131,838                 (.01)
                                                              ---------            ---------            ---------

     DILUTED EPS                                              $   5,708            9,668,469            $    0.59
                                                              =========            =========            =========

</TABLE>

         Options to purchase 513,957 shares of common stock at a weighted
average exercise price of $6.26 per share were outstanding during Fiscal Year
1999, but were not included in the computation of diluted EPS because the
options' exercise price was greater than the average market price of the common
shares. The options, which expire on varying dates, were still outstanding as of
April 25, 1999.

         As discussed in Note 9, on February 6, 1998, the Company's Board of
Directors approved the issuance of 400,000 shares to Berjaya to convert $1.5
million of debt outstanding to common equity at a price of $3.75 per share,
based on the closing market price as of February 6, 1998. The debt carried an
interest rate of 8.5% and was scheduled to be repaid during the first quarter of
1998. As such, these shares are not included in the EPS calculation as of April
26, 1998. The transaction was consummated on September 30, 1998.





                                      F-24
<PAGE>   66

(17) QUARTERLY FINANCIAL DATA (UNAUDITED)

         The following is a summary of the unaudited quarterly results of
operations for Fiscal Year 2001 and Fiscal Year 2000 with the quarters
structured according to the fiscal year:

<TABLE>
<CAPTION>

                                                                        ($ in thousands, except per share data)
                                                      --------------------------------------------------------------------------
                                                        1ST QTR        2ND QTR          3RD QTR        4TH QTR       TOTAL YEAR
                                                      ----------      ----------      -----------     ----------     -----------
                                                     (As restated)  (As restated)    (As restated)  (As restated)
<S>                                                   <C>             <C>             <C>             <C>             <C>
2001:

   Total revenues                                     $   41,420      $   39,396      $   41,789      $   45,450      $   168,055

   Operating income (loss)                                   499          (3,296)         (6,571)         (1,815)         (11,183)

   Loss before cumulative effect of
      change in accounting principle                  $     (111)     $   (2,829)        (10,813)         (2,103)         (15,856)

   Cumulative effect of change in accounting
       principle                                              --              --              --              --               --
   Net loss                                           $     (111)     $   (2,829)     $  (10,813)     $   (2,103)     $   (15,856)

   Basic net loss per common share:
      Basic net loss before cumulative
         effect of change in accounting principle     $    (0.01)     $    (0.29)     $    (1.11)     $    (0.22)     $     (1.63)

      Cumulative effect of change in
         accounting principle                                 --              --              --              --               --
   Basic net loss per common share                    $    (0.01)     $    (0.29)     $    (1.11)     $    (0.22)     $     (1.63)

   Diluted net loss per common share:
      Diluted net loss before cumulative
         effect of change in accounting principle     $    (0.01)     $    (0.29)     $    (1.11)     $    (0.22)     $     (1.63)

      Cumulative effect of change in
         accounting principle                                 --              --              --              --               --
   Diluted net loss per common share                  $    (0.01)     $    (0.29)     $    (1.11)     $    (0.22)     $     (1.63)

2000:

   Total revenues                                     $   35,316      $   32,457      $   35,917      $   45,207      $   148,897

   Operating income                                        2,111             110             529           3,112            5,862

   Income (loss) before cumulative effect of
      change in accounting principle                       1,503            (473)            (15)          2,468            3,483

   Cumulative effect of change in accounting
       principle                                            (877)             --              --              --             (877)

   Net income (loss)                                  $      626      $     (473)     $      (15)     $    2,468      $     2,606

   Basic net income (loss) per common share:
      Basic income (loss) before cumulative
         effect of change in accounting principle     $     0.15      $    (0.05)     $     0.00      $     0.25      $      0.36

      Cumulative effect of change in
         accounting principle                              (0.09)             --              --             --             (0.09)

   Basic net income (loss) per common share           $     0.06      $    (0.05)     $     0.00      $     0.25      $      0.27

   Diluted net income (loss) per common share:
      Diluted income (loss) before cumulative
         effect of change in accounting principle     $     0.15      $    (0.05)     $     0.00      $     0.25      $      0.36

      Cumulative effect of change in
         accounting principle                              (0.09)             --              --              --            (0.09)

   Diluted net income (loss) per common share         $     0.06      $    (0.05)     $     0.00      $     0.25      $      0.27

</TABLE>




                                      F-25